Exhibit (10)(o)* to Report
                               on Form 10-K for Fiscal
                              Year Ended June 30, 1995
                           by Parker-Hannifin Corporation



                  Parker-Hannifin Corporation 1995-96-97 Long Term
            Incentive Plan Description, as amended as of August 17, 1995



              *Numbered in accordance with Item 601 of Regulation S-K.



                            PARKER-HANNIFIN CORPORATION
                                     1995-96-97
                              LONG TERM INCENTIVE PLAN


The purpose of the Plan is to provide a long-term incentive portion of bonus
compensation.  The plan's focus is on return on equity.  It balances a 
competitive base salary pay structure, an annual cash bonus compensation based 
on a return on average assets, and a stock option plan with ten-year exercise 
rights.  The return on equity objective is a key financial goal and 
comprehends return on sales at the net income level and asset utilization.  

The participants in this plan in the near term will be limited to Corporate 
Officers and Group Presidents.  They clearly can affect broadly the overall 
financial performance of the company.  At a later date, it could be expanded 
to include Operating Vice Presidents and equivalent Corporate Staff positions.

The key elements of Parker-Hannifin's plan are as follows:

Participation
Those key executives having a critical impact on the long term performance of 
the Company selected by the Chief Executive Officer and approved by the 
Compensation and Management Development Committee of the Board.

Performance Period
Three-year average Return on Equity with the grant to cover FY 95, 96 and 97.

Size of Awards
Commensurate with bonus compensation and stock option level of participants as
determined by the CEO with approval of the Compensation and Management 
Development Committee.

Performance Objective
The Return on Equity objective is 14%.

Value Range
Actual value of the payments under the Plan will be within a range of 25% to 
200% of target value based on performance against the objective.

Performance Range
For performance below a threshold of 8% ROE objective, no payment will be 
made.  For performance between 8% and 20% ROE, payments will be earned between 
25% and 200% of the target value on a proportional basis above and below the 
target value.  The plan is capped at 200%.

Payment
Payments earned under the plan will be paid at the end of the three-year 
performance period.  Payment will be made in restricted stock of the 
Corporation unless the participant elects a cash payment to be deferred under 
the Corporation's voluntary income deferral plan.  The restricted shares would 
be subject to a vesting schedule and such other terms and conditions 
determined by the Compensation Committee at the time of issuance.  Any payout 
pursuant to this plan that will result in the exceedance of the $1 million cap 
on the tax deductibility of executive compensation will be deferred until such 
time in the earliest subsequent fiscal year that such cap will not be 
exceeded.



Termination of Employment
If a participant dies, retires (with consent of the Compensation and 
Management Development Committee if earlier than age 60) or is disabled during 
the performance period, he will receive a pro rata portion of the award 
payable upon completion of the performance period.  A participant who resigns 
or is otherwise terminated during the performance period forfeits the award.

Performance Schedule
The Plan performance schedule, based on the three year simple average of 
annual report Return on Equity, is as follows:


                             Return on Equity
             ____________________________________________________________

             <8.0%   8.0%   10.0%   12.0%   14.0%   16.0%   18.0%   20.0%
             _____   ____   _____   _____   _____   _____   _____   _____

Payout %       0      25      50      75     100     133     167     200


Change in Control
In the event of a "Change in Control" of the Corporation (as defined in the
Change in Control Agreements between the Corporation and its executive
officers), the payout under the Plan will be accelerated to fifteen (15) days
after the Change in Control.  The amount of the payout will be in cash and
will be the greater of the target award or the amount the payout would have
been had ROE during the Performance Period to the date of the Change in
Control continued throughout the Performance Period.