SECURITIES AND EXCHANGE COMMISSION

                         WASHINGTON, D.C.  20549

                 _______________________________________


                            AMENDMENT NO. 1
                                 TO    
                                FORM 8-A

            FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OF THE
                     SECURITIES EXCHANGE ACT OF 1934



                                ROHR, INC.
         (Exact name of registrant as specified in its charter)



                       DELAWARE                      95-1607455
       (State of incorporation or organization)   (I.R.S. Employer
                                                 Identification No.)

               850 Lagoon Drive
               Chula Vista, California                91910
       (Address of principal executive offices)     (Zip Code)



      SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:


       Title of each class           Name of each exchange on which
       to be so registered           each class is to be registered

       Convertible Subordinated      New York Stock Exchange, Inc.
       Notes due 2004



      SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                  None.



ITEM 1.   DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

          The description of Registrant's Convertible Subordinated Notes
due 2004 to be registered hereunder is hereby incorporated by reference
to the description of such Notes contained in   Amendment No. 2 to the
Registrant's Registration Statement on Form S-3 (Registration No. 33-
53113) and     the final Prospectus filed pursuant to Rule 424(b) in
connection with Registration Statement No. 33-53113 and the terms of the
Notes specified therein.

ITEM 2.   EXHIBITS

          The following   exhibits are     filed as part of this
Registration Statement:

   1.     The form of Convertible Subordinated Note included
as Exhibit A to the Indenture dated as of May 15, 1994 between the
Registrant and the Bank of New York, as Trustee, incorporated by
reference to Amendment No. 2 to the Registrant's Registration Statement
on Form S-3 (Registration No. 33-53113).    

   2.      Indenture dated as of May 15, 1994 between the
Registrant and The Bank of New York, as Trustee   ,     incorporated by
reference to Amendment No. 2 to the Registrant's Registration Statement
on Form S-3 (Registration No. 33-53113) and the terms of   the
Convertible Subordinated     Notes specified in the final Prospectus
filed under Rule 424(b) under the heading "Description of Notes."



                                SIGNATURE

          Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.


May   10    , 1994             ROHR, INC.


                                By R.W. MADSEN
                                   R.W. Madsen
                                   Vice President, General Counsel
                                   and Secretary