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                                                                   Exhibit 99.2


INDEPENDENT AUDITORS' REPORT


We have audited the consolidated statements of operations, shareholders' equity,
and cash flows of Rohr, Inc. and its subsidiaries for the year ended July 31,
1996 (such statements are not separately presented). These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material aspects, the results of operations and cash flows of Rohr, Inc. and its
subsidiaries for the year ended July 31, 1996, in conformity with generally
accepted accounting principles.





/s/ DELOITTE & TOUCHE LLP
San Diego, California
September 11, 1997