EXHIBIT 10.4.2

                SEVENTEENTH AMENDMENT TO ROHR INDUSTRIES, INC,
                           MANAGEMENT INCENTIVE PLAN
                               (RESTATED, 1982)


Pursuant to the provisions of Section 9, the Rohr Industries, Inc., Management
Incentive Plan (Restated 1982) (the "Plan") is hereby amended effective as of
the 13 day of September, 1996, as follows:

1.   Section 2(d) is hereby amended to read in full as follows:

          "(d)  Committee: The Executive Compensation and Development Committee
                ----------
                of the Corporation, appointed by the Board of Directors to be
                responsible for administration of the Plan. Notwithstanding the
                foregoing, or any other provision in the Plan, with respect to
                the participation in the Plan by, or the settlement in equity
                securities rather than cash of an award held by, any Participant
                who is then subject to Section 16 of the Securities Exchange Act
                of 1934, "Committee" shall mean the Committee that administers
                the participation of such individuals in connection with the
                Applicable Plans, pursuant to Section 7 thereof."

2.   Section 2 is further amended by adding to that section a new Paragraph (j)
     to read in full as follows:

          "(j)  APPLICABLE PLANS:  Rohr, Inc., 1989 Stock Incentive Plan, and
                the Rohr, Inc., 1995 Stock Incentive Plan."

3.   Section 3 is hereby amended by adding to that section a new Paragraph (d)
     to read in full as follows:

          "(d)  In addition to the terms and conditions set forth herein, to the
                extent that stock-based awards are made under the Plan, the Plan
                shall be administered as a part of, and subject to the terms and
                conditions of, the Applicable Plans; and, in the event that the
                terms of the Plan shall conflict with the terms of the
                Applicable Plans, the terms of the Applicable Plans shall
                prevail."

4.   In all other respects, the Plan is hereby ratified, confirmed and approved.

     IN WITNESS WHEREOF, Rohr, Inc., has caused its duly authorized officers to
execute this Amendment on the 13 day of September 1996.

                                    ROHR, INC.


                                    By: /s/ R.W MADSEN
                                       -------------------------------
                                       R. W. Madsen
                                       Vice President, General Counsel
                                       and Secretary