SPS TECHNOLOGIES INC
S-3, 1994-08-26
BOLTS, NUTS, SCREWS, RIVETS & WASHERS
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<PAGE>
<PAGE> 1
   As filed with the Securities and Exchange Commission on August 26, 1994.
                       Registration No. _________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                          ---------------------------
                                    FORM S-3
                             REGISTRATION STATEMENT
                                   UNDER THE
                             SECURITIES ACT OF 1933
                          ---------------------------
                             SPS TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)
Pennsylvania                           3452                   23-1116110
(State of incorporation)  (Primary standard industrial     (I.R.S. employer
                           classification code number)  identification number)
                Jenkintown Plaza, Suite 470, 101 Greenwood Avenue,
                       Jenkintown, PA 19046 (215) 517-2022
    (Address, including zip code and telephone number, including area code,
                  of registrant's principal executive offices)
                          ---------------------------
                            Aaron Nerenberg, Esquire
                 Vice President, General Counsel and Secretary
                             SPS Technologies, Inc.
                          Jenkintown Plaza, Suite 470
                              101 Greenwood Avenue
                              Jenkintown, PA 19046
                                 (215) 517-2022
            (Name, Address, including zip code and telephone number,
                   including area code of agent for service)
                                    Copy to:
                           Andrew C. Culbert, Esquire
                           Masterman, Culbert & Tully
                                One Lewis Wharf
                                Boston, MA 02110
                                 (617) 227-8010
                          ---------------------------
        Approximate date of commencement of proposed sale to the public:
 As soon as practicable after the effective date of this Registration Statement
                          ---------------------------
     If the only  securities  being  registered  on this form are to be  offered
pursuant to dividend or interest  reinvestment plans, please check the following
box: /  /
         If any of the  securities  being  registered  on  this  form  are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933,  other than  securities  offered only in connection with
dividend or interest reinvestment plans, check the following box: /  /
<TABLE>
<CAPTION>
                          ---------------------------
                                                CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                     Proposed maximum       Proposed maximum
          Title of each class of                Amount to be        offering price per     aggregate offering        Amount of
       securities to be registered               registered               unit(1)               price(1)          registration fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                      <C>                   <C>                    <C>    
Common Stock, par value $1.00 per share     515,000 shares(2)                $26.81            $13,807,150.00          $4,761.53
Rights to purchase Common Stock             515,000 rights                0                            0             0(3)
- -----------------------------------------------------------------------------------------------------------------------------------
<FN>
(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee pursuant to Rule 457,  paragraphs  (c) and (g).
     The average of the high and low market price of the Registrant's Common Stock on the NYSE on August 23, 1994 was $26.81 
     per share.
(2)  Includes an  indeterminate  number of shares which may be sold  by  the  Registrant  pursuant  to a  certain  standby  
     purchase agreement described in the Prospectus.
(3)  Pursuant to Rule 457(g), no separate registration fee is required with respect to the Rights.
</TABLE>
     The Registrant  hereby amends this  Registration  Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a  further  amendment  which  specifically  states  that  the  Registration
Statement shall  thereafter  become effective in accordance with Section 8(a) of
the  Securities  Act of 1933 or until the  Registration  Statement  shall become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.
<PAGE>
<PAGE> 2

INFORMATION   CONTAINED  HEREIN  IS  SUBJECT  TO  COMPLETION  OR  AMENDMENT.   A
REGISTRATION  STATEMENT  RELATING  TO THESE  SECURITIES  HAS BEEN FILED WITH THE
SECURITIES  AND EXCHANGE  COMMISSION.  THESE  SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION  STATEMENT  BECOMES
EFFECTIVE.  THIS  PROSPECTUS  SHALL  NOT  CONSTITUTE  AN  OFFER  TO  SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE  SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION  OR SALE  WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER  THE SECURITIES  LAW  OF  ANY SUCH STATE.
                            SUBJECT TO COMPLETION
                 PRELIMINARY PROSPECTUS DATED AUGUST 26, 1994

PROSPECTUS                       515,000 Shares
- -----------                   SPS TECHNOLOGIES, INC.
                                  Common Stock
                                  -------------       
         SPS Technologies,  Inc., a Pennsylvania corporation (the "Company"), is
distributing  to record  holders of shares of its Common Stock,  par value $1.00
per share (the "Common Stock"),  transferable subscription rights (the "Rights")
to subscribe  for and purchase up to 515,000  shares of Common Stock held by the
Company as treasury  shares,  together with a like number of  associated  rights
under the  Company's  Rights  Agreement  (as  defined  below)  (the  "Underlying
Shares") for a purchase  price (the  "Subscription  Price") of $______ per share
(the "Rights  Offering").  Such shareholders will receive one (1) Right for each
ten (10)  shares of Common  Stock  held by them as of the close of  business  on
____________,  1994 (the "Record  Date").  No fractional  Rights or cash in lieu
thereof will be  distributed  or paid by the  Company,  and the number of Rights
distributed  by the Company to each holder of Common Stock will be rounded up to
the nearest  whole number of Rights.  Holders of Rights  ("Rights  Holders") may
purchase  one   Underlying   Share  for  each  Right  held  (the   "Subscription
Privilege").  The Rights will be evidenced  by  transferable  certificates  (the
"Subscription Certificates").
         The Company has entered into a "Standby Purchase  Agreement",  dated as
of  ___________,  1994 with the  "Purchasers"  and  "Investors"  named  therein.
Pursuant to the Standby Purchase Agreement,  Purchasers have agreed,  subject to
the terms and conditions  set forth therein,  to acquire from the Company at the
Subscription Price all Underlying Shares subject to their Subscription Privilege
and any and all Underlying  Shares  remaining unsold after the expiration of the
Rights (the "Remaining Shares"). An "Affiliate" (as such term is defined in Rule
12b-2 under the  Securities  Exchange  Act of 1934 as amended) of certain of the
Purchasers  is a Director  of the  Company,  and as of  ___________,  1994,  the
Purchasers and Investors,  together with their  Affiliates,  beneficially  owned
approximately  9.9% of the  outstanding  Common  Stock.  Pursuant to the Standby
Purchase Agreement,  the Purchasers are to receive a fee from the Company in the
amount of one-half of 1% of the gross  proceeds to be received by the Company in
connection with the Rights Offering (the "Standby Fee").  Contemporaneously with
the execution of the Standby Purchase Agreement, the Company has (i) amended the
Rights Agreement,  dated as of November 11, 1988, and amended by Amendment No. 1
thereto,  dated as of January  22,  1991  between  the  Company  and Mellon Bank
(East), N.A., as Rights Agent (the "Rights  Agreement"),  by executing Amendment
No. 2 thereto dated as of  ______________,  1994  ("Amendment  No. 2"); and (ii)
entered into a Registration  Rights Agreement among the Company,  Purchasers and
Investors,   dated  as  of  ______________,   1994  (the  "Registration   Rights
Agreement").  See "The Standby  Purchase  Agreement" and "Description of Capital
Stock - Common Stock - Registration Rights Agreement."
         The Rights  will  expire at 5:00 p.m.,  New York City  local  time,  on
_______________,  1994,  unless extended by the Company (such date and time, the
"Expiration  Date")  and  thereafter  will  have no value.  Accordingly,  Rights
Holders are strongly urged to either  exercise or sell their Rights prior to the
Expiration Date.
<PAGE>
<PAGE> 3

         The  proceeds to the Company  from the Rights  Offering and the Standby
Purchase Agreement will be used to pay transaction  expenses,  reduce debt under
the Company's  domestic Amended and Restated Credit  Agreement,  dated March 21,
1994 and as subsequently  amended (the "Bank Credit  Agreement"),  and for other
corporate purposes of the Company.
         The Common Stock is traded on the New York Stock  Exchange,  Inc.  (the
"NYSE") under the symbol "ST". It is  anticipated  that the Rights will trade on
the NYSE  under the  symbol  "ST RT" until  the  close of  business  on the last
trading day preceding the Expiration  Date.  There has,  however,  been no prior
market  for the  Rights,  and no  assurance  can be given  that a market for the
Rights will  develop  or, if a market  develops,  that it will remain  available
throughout  the period  ending with the  Expiration  Date, or as to the price at
which the Rights will trade. On __________,  1994, the closing sale price of the
Common Stock on the New York Stock  Exchange  Composite  Transactions  Tape (the
"NYSE Composite Tape") was $_____ per share.

  AFTER THE EXPIRATION DATE, THE RIGHTS WILL NO LONGER BE EXERCISABLE AND WILL
    HAVE NO VALUE. ACCORDINGLY, RIGHTS HOLDERS ARE STRONGLY URGED TO EITHER
                         EXERCISE OR SELL THEIR RIGHTS.
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED
  BY RIGHTS HOLDERS AND PROSPECTIVE INVESTORS PRIOR TO DECIDING TO EXERCISE OR
       SELL RIGHTS OR PURCHASE COMMON STOCK THROUGH THE RIGHTS OFFERING.
                          ---------------------------
    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
    AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
  SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
  UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
                        CONTRARY IS A CRIMINAL OFFENSE.
================================================================================
                                        Underwriting Discounts  Proceeds
                      Price to Public   and Commissions         to Company(1)

- --------------------------------------------------------------------------------
Per Share ..........  $                 None                    $
- --------------------------------------------------------------------------------
Total ..............  $                 None                    $
================================================================================
(1) Before deduction  of approximately $___________ to be paid to the Purchasers
as the Standby Fee pursuant to the Standby Purchase Agreement (See "The Standby
Purchase Agreement") and other expenses of the Rights Offering estimated to be
$____________.

      The   date   of   this    Prospectus   is _______________, 1994.
<PAGE>
<PAGE> 4

                             AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports and other information with the Securities and
Exchange Commission (the "Commission"). Such reports and other information filed
by the Company with the  Commission  may be  inspected  at the public  reference
facilities   maintained  by  the  Commission  at  the  Securities  and  Exchange
Commission, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and should
also be available  for  inspection  and copying at the  regional  offices of the
Commission  located at Seven World Trade Center,  Suite 1300, New York, New York
10048; and at Citicorp  Center,  500 West Madison Street,  Suite 1400,  Chicago,
Illinois  60661.  Copies of such  material may also be obtained  from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington,  D.C.
20549 at  prescribed  rates.  Additionally,  such reports and other  information
concerning  the Company are available for  inspection at the offices of the NYSE
located at 20 Broad Street, New York, New York, 10005.

         This Prospectus constitutes a part of a Registration Statement filed by
the  Company  with  the  Commission  under  the  Securities  Act  of  1933  (the
"Securities Act"). This Prospectus omits certain of the information contained in
the  Registration  Statement,  and reference is hereby made to the  Registration
Statement  and to the exhibits  relating  thereto for further  information  with
respect to the Company  and the Common  Stock  offered  hereby.  Any  statements
contained  herein  concerning the provisions of any document are not necessarily
complete,  and,  in each  instance,  reference  is made to such copy filed as an
exhibit to the  Registration  Statement or otherwise  filed with the Commission.
Each  such  statement  is  qualified  in its  entirety  by such  reference.  The
Registration  Statement and the exhibits thereto may be inspected without charge
at the office of the  Commission at Judiciary  Plaza,  450 Fifth  Street,  N.W.,
Washington,  D.C. 20549,  and copies thereof may be obtained from the Commission
at prescribed rates.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following  documents filed by the Company with the Commission (File
No. 1-4416) pursuant to the Exchange Act, are  incorporated  herein by reference
and made a part hereof:

         1.  The Company's Annual Report on Form 10-K for the year ended 
December 31, 1993.

         2. The Company's  Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1994 and June 30, 1994.

         3.  The Company's Current Report on Form 8-K dated January 5, 1994.

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14 or 15(d) of the Exchange Act after the date of this  Prospectus  and prior to
the termination of the offering of the securities offered hereby shall be deemed
to be  incorporated in this Prospectus by reference and to be a part hereof from
the date of filing of such documents.

         Any statement contained herein or in a document  incorporated or deemed
to be  incorporated  by  reference  herein  shall be  deemed to be  modified  or
superseded  for  purposes  of this  Prospectus  to the extent  that a  statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

         The Company will provide  without charge to each person,  including any
beneficial owner, to whom a copy of this Prospectus is delivered, on the written
or oral  request  of any  such  person,  a copy of any and all of the  documents
incorporated  herein by reference  (other than exhibits unless such exhibits are
specifically incorporated herein by reference).  Requests for such copies should
be directed to SPS Technologies,  Inc.,  Jenkintown Plaza, 101 Greenwood Avenue,
Suite 470,  Jenkintown,  PA 19046.  Attention:  Aaron Nerenberg,  Esq.,  General
Counsel, telephone number (215) 517-2022.
<PAGE>
<PAGE> 5

                               PROSPECTUS SUMMARY

         The  following  summary  is  qualified  in its  entirety  by the  more
detailed information and financial statements appearing or incorporated by
reference elsewhere in this Prospectus. Rights Holders and prospective investors
should carefully consider the information set forth under the heading "Risk
Factors." References to the Company in this Prospectus include the Company's
consolidated subsidiaries unless the context otherwise requires.

                                   The Company

             The Company was incorporated under the name "Standard Pressed Steel
Company" in Pennsylvania in January, 1903. The Company is engaged in the design,
manufacture  and  marketing of  high-strength  precision  mechanical  fasteners,
precision components and fastening systems, and superalloys in ingot form and 
magnetic materials.

            The Company has been a leading  supplier of industrial and aerospace
fasteners for more than 90 years.  The Company was among the first  producers of
fasteners  for  commercial  and  military  aircraft,  and through its  Aerospace
Products Division continues to provide the industry  high-strength  bolts, nuts,
screws and precision  components.  Its  Industrial  Products  Division  supplies
engineered fasteners to makers of automobiles,  trucks,  diesel engines and farm
and construction  equipment.  The Company's  Unbrako Products  Division provides
socket  screws and other  fasteners  for  industrial  machinery  and  equipment.
Through its Cannon-Muskegon  subsidiary,  the Company also provides  superalloys
for medical applications, aerospace and industrial gas turbine engine components
and other parts  produced by investment  casting.  The Arnold  Engineering  Co.,
another  subsidiary,  specializes  in magnetic  materials and precision foil and
strip products for automobiles,  aircraft, power supplies,  electrical equipment
and electronic  security  systems.  Its joint-venture  partner,  National-Arnold
Magnetics  Company,   supplies  soft  magnetic   tape-wound  core  products  for
electrical and electronic equipment. The Company has production facilities and a
network of manufacturing and marketing affiliates in 11 countries.

     The Company's  principal executive offices are located at Jenkintown Plaza,
101 Greenwood Avenue,  Suite 470, Jenkintown,  PA 19046,  telephone number (215)
517-2022.
                         Summary of the Rights Offering
Rights
- ------
Each holder of Common Stock will receive one (1) transferable Right for each ten
(10)  shares of Common  Stock  held of record by such  holder as of the close of
business on the Record Date. The number of Rights  distributed by the Company to
each holder of Common  Stock will be rounded up to the nearest  whole  number of
Rights.  An  aggregate  of  approximately  515,000  Rights  will be  distributed
pursuant  to the Rights  Offering,  and each Right will be  exercisable  for one
Underlying Share. An aggregate of approximately  515,000  Underlying Shares will
be sold upon  exercise  of the  Rights  and  pursuant  to the  Standby  Purchase
Agreement.  The  distribution  of the Rights and sale of shares of Common  Stock
upon the exercise of the Rights are referred to herein as the "Rights Offering".
The Rights Offering and the purchase of Remaining Shares pursuant to the Standby
Purchase Agreement are referred to herein as the "Transaction".  See "The Rights
Offering - The Rights" and "The Standby Purchase Agreement."

Record Date
- -----------
Close of business on _________, 1994.

Expiration Date
- ---------------
5:00 p.m. New York City local time, on__________, 1994, unless extended by 
the Company.

Subscription Privilege 
- ----------------------
Rights Holders are entitled to purchase for the Subscription Price one 
Underlying Share for each Right held. See "The Rights Offering - Subscription
Privilege".

Subscription Price
- ------------------
$_________, in cash, per Underlying Share subject to purchase pursuant to the
Subscription Privilege or the Standby Purchase Agreement. See "The Rights 
Offering - Determination of Subscription Price."
<PAGE>
<PAGE> 6

Procedure for Exercising  Rights
- --------------------------------
The  Subscription  Privilege may be exercised and  Underlying Shares may be 
subscribed for by properly completing the Subscription Certificate evidencing 
the Rights and forwarding such Subscription Certificate (or following the 
Guaranteed  Delivery Procedures (as hereinafter  defined)),  with payment of
the  Subscription  Price for each  Underlying  Share  purchased  pursuant to the
Subscription   Privilege,   to  the  Subscription   Agent  for  receipt  by  the
Subscription  Agent on or prior to the  Expiration  Date. If the mail is used to
forward Subscription  Certificates,  it is recommended that insured,  registered
mail be used and that return receipt be requested.

If the  aggregate  Subscription  Price paid by an  exercising  Rights  Holder is
insufficient  to  purchase  the number of  Underlying  Shares  that such  holder
indicates on the Subscription Certificate are being purchased or subscribed for,
or if no number  of  Underlying  Shares to be  purchased  or  subscribed  for is
specified,  then  the  Rights  Holder  will  be  deemed  to have  exercised  the
Subscription  Privilege to purchase  Underlying Shares to the full extent of the
payment  tendered.  If the  aggregate  Subscription  Price paid by an exercising
Rights Holder exceeds the amount  necessary to purchase the number of Underlying
Shares for which the Rights Holder has indicated on the Subscription Certificate
an  intention  to  purchase,  then the excess  funds paid by that holder will be
returned as soon as possible by mail,  without  interest or deduction.  See "The
Rights Offering - Exercise of Rights."

No Revocation
- -------------
ONCE A RIGHTS HOLDER HAS EXERCISED THE SUBSCRIPTION PRIVILEGE, SUCH EXERCISE OR
SUBSCRIPTION MAY NOT BE REVOKED BY SUCH RIGHTS HOLDER.  RIGHTS NOT EXERCISED 
PRIOR TO THE EXPIRATION DATE WILL EXPIRE AND WILL NO LONGER BE EXERCISABLE BY 
ANY RIGHTS HOLDER.  See "The Rights Offering - No Revocation."

Shares of Common Stock Outstanding After the Transaction
- --------------------------------------------------------
Approximately _________ shares, based on __________ shares outstanding 
on ________, 1994 (prior to the Transaction).

Transferability of Rights
- -------------------------
The Rights will be transferable,  and it is anticipated that they will trade on 
the NYSE  until the close of  business  on the last NYSE trading day preceding
the Expiration  Date.  There can be no assurances,  however,  that any market 
for the Rights will develop,  or, if a market  develops,  that the market will
remain  available  throughout  the period  during  which the Rights may be 
exercised,  or as to the price at which the Rights will  trade.  See "The Rights
Offering - Methods of Transferring Rights."

Amendments and Termination
- --------------------------
The Rights  Offering may be extended,  and its terms and conditions amended by 
the  Company,  at the  Company's  option  subject to the terms of the Standby 
Purchase Agreement. See "The Standby Purchase Agreement". If the Company
materially amends the terms of the Rights Offering, a new definitive  Prospectus
will be distributed to all Rights Holders who have  theretofore  exercised their
Rights  and to all  Rights  Holders  of  record  on the date of such  amendment,
together with a form on which each  exercising  Rights Holder can consent to the
amended terms;  any Rights Holder who has theretofore  exercised any Rights,  or
who exercises  Rights within four (4) business days after the mailing of the new
definitive Prospectus, and who does not so consent within ten (10) business days
after the mailing of the amended definitive Prospectus and form of consent, will
be deemed to have cancelled such exercise and the Company will refund as soon as
practicable by mail the full amount of the Subscription  Price  theretofore paid
by such Rights Holder, without interest or deduction. Any completed Subscription
Certificate  received by the  Subscription  Agent five (5) or more business days
after the date of the amendment  will be deemed to constitute the consent of the
Rights Holder who completed such  Subscription  Certificate to the amended terms
of the Rights Offering.

The Company may terminate the Rights Offering under certain limited 
circumstances at any time prior to the Expiration Date.  See "The Standby 
Purchase Agreement."
<PAGE>
<PAGE> 7

Persons Holding Shares, or Wishing to Exercise Rights, Through Others 
- ----------------------------------------------------------------------
Persons holding shares of Common Stock,  and receiving the Rights distributable
with respect thereto,  through a broker, dealer,  commercial bank, trust  
company or other  nominee,  as well as persons  holding  certificates  of Common
Stock  personally  who would  prefer to have  such  institutions  effect
transactions  relating  to the  Rights  on  their  behalf,  should  contact  the
appropriate  institution  or nominee and request it to effect such  transactions
for them. See "The Rights Offering - Exercise of Rights."

Procedures for Exercising Rights by Foreign Shareholders
- --------------------------------------------------------
Subscription  Certificates  will not be mailed  to Rights  Holders
whose  addresses  are  outside  the  United  States,  but  will  be  held by the
Subscription Agent for such Holders' accounts. To exercise or sell their Rights,
such Holders must notify the  Subscription  Agent prior to 11:00 a.m.,  New York
City local time, at least two NYSE trading days preceding the  Expiration  Date,
at which  time (if no  contrary  instructions  have been  received)  the  Rights
represented thereby will be sold, subject to the Subscription Agent's ability to
find a  purchaser.  Any such  sales will be at  prevailing  market  prices.  The
proceeds,  if any,  resulting  from sales of Rights of Holders who addresses are
not known by the  Subscription  Agent or to whom delivery cannot be made will be
held by the Subscription Agent in a non-interest bearing account. The ability of
such Holders to exercise or sell Rights will expire on the Expiration  Date. See
"The Rights Offering" - "Foreign and Certain Other Shareholders".

Issuance of Common Stock
- ------------------------
Certificates representing shares of Common Stock purchased pursuant to the 
Subscription Privilege will be delivered to subscribers by mail as soon as 
practicable after the Expiration Date.  See "The Rights Offering - Subscription
Privilege."

Certain Federal Income Tax Consequences
- ---------------------------------------
For United States federal income tax purposes, Rights Holders generally will
not recognize taxable income in connection with the issuance to them or 
exercise by them of Rights.  Rights Holders may incur gain or loss upon the
sale of the Rights.  See "The Rights Offering - Certain Federal Income 
Tax Consequences."

Use of Proceeds 
- ---------------
The Company  anticipates  that the proceeds from the Transaction will  be  
approximately  $_______________.  Such  proceeds  will  be used by the Company
to reduce debt under the Company's  Bank Credit  Agreement and for other
corporate purposes, and to pay fees and expenses incurred in connection with the
Transaction. See "Use of Proceeds".

Subscription Agent 
- ------------------
Mellon Bank, N.A., telephone number: (800) 777-3674; telecopy number:
(201) 296-4062.

Information Agent
- -----------------
Questions and requests for copies of applicable documents and for assistance 
concerning the exercise or transfer of the Rights should be directed to 
Georgeson & Company Inc. (the "Information Agent").  The Information Agent's
telephone number is (800) 223-2064.
<PAGE>
<PAGE> 8

The Standby Purchase Agreement
- ------------------------------
The Company has entered into the Standby Purchase  Agreement with the 
Purchasers and  Investors.  As of __________,  1994, the Purchasers and
Investors, together with their Affiliates, beneficially owned approximately 9.9%
of the  outstanding  Common Stock.  A director of the Company is an Affiliate of
certain of the Purchasers. See "Security Ownership of Certain Persons." Pursuant
to the Standby Purchase  Agreement,  the Purchasers have agreed,  subject to the
terms and  conditions  set forth  therein,  to  purchase  from the  Company  all
Underlying  Shares  subject  to  their  Subscription  Privilege  and any and all
Remaining Shares. Pursuant to the Standby Purchase Agreement, the Purchasers and
Investors  have agreed to certain  conditions and  restrictions  with respect to
shares of Common Stock beneficially owned by them and their Affiliates. Pursuant
to the Standby Purchase Agreement,  the Company has amended the Rights Agreement
by Amendment No. 2 and otherwise agreed, subject to the terms and conditions set
forth therein, for a period of approximately six years to, among  other  things,
take all actions necessary to permit, and not to take any action to interfere 
with,  Purchasers', Investors' and their Affiliates'  acquisition or beneficial
ownership of Common Stock representing up to and including twenty percent (20%)
of the total voting power in the general  election of directors of the Company
(subject to increase in  certain  circumstances, the "Percentage  Limitation").
In  addition,  the Purchasers  may  acquire  Rights  from  Rights Holders in the
open market or in privately  negotiated  transactions  prior  to the  Expiration
Date.  Following consummation of the  Transaction,  the Purchasers may, subject
to the Percentage Limitation,  acquire additional shares of Common Stock and/or,
subject to the terms of the Standby Purchase Agreement,  dispose of shares of 
Common Stock. See "The Standby  Purchase  Agreement,"  "Description of Capital 
Stock," "The Rights Agreement" and "Amendments to Rights Agreement."

Effect of Rights Offering on Stock Options
- ------------------------------------------
The Rights  Offering will result in certain  adjustments to the outstanding 
stock options granted  pursuant to the SPS 1988 Long Term Incentive Stock Plan
(the "Stock Plan").  Rights will be issued with respect to all shares
issued and  outstanding  as a result of the  exercise  of any such stock  option
prior to the  Record  Date.  See "The  Rights  Offering  - Effect of the  Rights
Offering on Stock Options".

Risk Factors
- ------------
FOR A DISCUSSION OF FACTORS THAT SHOULD BE CONSIDERED IN EVALUATING WHETHER TO 
EXERCISE OR SELL RIGHTS OR PURCHASE  COMMON STOCK  THROUGH THE RIGHTS OFFERING,
SEE "RISK FACTORS".

NYSE Symbol for Common Stock
- ----------------------------
The Common Stock of the Company is traded on the NYSE under the symbol "ST".

NYSE Symbol for the Rights 
- --------------------------
The Rights will trade on the NYSE under the symbol "ST RT".

<PAGE>
<PAGE> 9

                                  RISK FACTORS

         Rights Holders and prospective  investors should carefully consider the
specific risk factors set forth below as well as the other information set forth
in this  Prospectus  before  deciding  whether  to  exercise  or sell  Rights or
purchase shares of Common Stock through the Rights Offering.

CERTAIN COMPANY CONSIDERATIONS

Recent Losses

         The Company has suffered  substantial losses over the past two years. A
net loss was reported for 1993 of $31 million, or $6.07 per share, compared to a
net loss of $20.4  million,  or $4.00 per share,  in 1992.  The loss in 1993 was
attributable to a pre-tax  restructuring charge recorded by the Company of $32.4
million.  The 1992 loss  resulted  from a pre-tax  restructuring  charge of $6.8
million and a change in accounting  policies of $13.4 million.  Sales in 1993 of
$319.1  million  declined by $40.3  million,  or 11.2 percent from 1992 amounts.
Fastener segment sales declined $35.7 million, or 13.6 percent, primarily due to
the effect of exchange rate changes which affected sales by $12 million and also
due to reduced  shipments  to the  aerospace  market.  Materials  segment  sales
decreased by $4.6 million,  or 4.8 percent,  as the increased  sales of magnetic
materials  were  offset by a greater  decline in the sales of  superalloys.  The
Company's  total debt to equity ratio was 87% at December  31, 1993,  and 49% at
December 31,  1992.  Total debt was $89.2  million at the end of 1993,  up $18.8
million from the end of 1992.  Because of these  losses and  existing  financial
conditions,  the Board of  Directors  suspended  dividends  to  shareholders  in
December 1993.

         For the six month period ended June 30,  1994,  the Company  reported a
net loss of $440  thousand,  or $.09 per share,  compared to net  earnings of $3
million,  or $.59 per share,  for the same period in 1993.  The net loss for the
six months ended June 30, 1994 was  attributable to unusual items which resulted
in a net charge of $3.5  million.  This included a $6.6 million loss on disposal
of Ferre Plana,  S.A., the Company's  subsidiary in Barcelona,  Spain and a $3.1
million credit for the reversal of reserves associated with the 1993 restructure
charge. Ferre Plana, S.A., which manufactured  commodity  industrial  fasteners,
had lost $9.4  million  since it was acquired in 1990,  and would have  incurred
additional  losses and  required a  substantial  cash  investment  in 1994.  The
Company's  total debt to equity ratio was 86% at June 30, 1994,  compared to 87%
at December 31, 1993. Total debt was $91.6 million at June 30, 1994, an increase
of $2.4 million from the end of 1993.

Environmental Contingencies

         The Company has been identified as a potentially  responsible  party by
various  federal  and state  authorities  for  cleanup  or removal of waste from
various  disposal sites. As the scope of the Company's  environmental  liability
becomes more clearly defined, it is possible that additional reserves other than
those  currently  reflected  in  the  Company's  financial   statements  may  be
necessary.  However, management does not expect the overall costs of environmen-
tal  remediation,  which will  be incurred  over an extended  period of time, to
have a material effect on the financial position of the Company.
<PAGE>
<PAGE> 10

No Assurance as to Market Development

         The market outlook for the Company's  various  businesses  currently is
mixed.  The aerospace  industry is projected to remain  depressed.  The domestic
automotive  market is strong,  and the Company  expects growth in its automotive
products business.   While  the  Company hopes to strengthen its position in the
marketplace in all of its  major  business  segments  and  to  explore potential
acquisitions, there can be no assurance of its success in these regards.

Competition

         The  Company's  business is highly  competitive.  Competition  is based
primarily on technology,  price, service,  product quality and performance.  The
Company  believes that it has a favorable  competitive  position  based upon its
high-quality product performance and service to its customers,  supported by its
commitment  to  research  and  development.  The  Company  competes  with  other
companies having greater financial resources than the Company.

Dividend Policy

         The Company does not  anticipate the payment of dividends on its Common
Stock in the foreseeable future.  Currently, the Company's Bank Credit Agreement
prohibits the payment of dividends.

Concentration of Ownership

         Ownership  of a  substantial  number  of  shares  of  Common  Stock  is
concentrated in a relatively small number of holders. Sales of or offers to sell
a substantial  number of shares of Common Stock, or the perception by investors,
investment  professionals  and  securities  analysts of the  possibility of such
sales, could adversely affect the market for, and price of, the Common Stock.

CERTAIN OFFERING CONSIDERATIONS

Dilution

         The Rights  entitle  Rights  Holders to  purchase  shares of the Common
Stock at a price below the market price of the Common Stock immediately prior to
the commencement of the Rights Offering.  Shareholders who exercise their Rights
will preserve their  proportionate  interest in the equity  ownership and voting
power of the Company. Shareholders who do not exercise their Rights in full will
experience a decrease in their  proportionate  interest in the equity  ownership
and voting power of the Company.  Shareholders who do not exercise or sell their
Rights will  relinquish any value inherent in the Rights.  Assuming the issuance
of all of the shares of Common Stock offered in the  Transaction  (estimated for
these purposes at 515,000  shares using an assumed  exercise price of $25.00 per
share),  purchasers of the Common Stock offered hereby will experience immediate
dilution of $3.86 per share, which represents the difference between the assumed
exercise  price of $25.00 per share and the net tangible book value per share at
June 30, 1994 of $21.14 per share on a pro forma basis. See "Unaudited Pro Forma
Consolidated Capitalization."
<PAGE>
<PAGE> 11

Market Considerations

         There can be no  assurance  that the market  price of the Common  Stock
will not decline during the subscription period or that,  following the issuance
of the Rights and the sale of the  Underlying  Shares upon exercise of Rights or
the Remaining Shares pursuant to the Standby Purchase  Agreement,  a subscribing
Rights  Holder  will be able to sell  shares of Common  Stock  purchased  in the
Rights Offering at a price equal to or greater than the Subscription  Price. THE
ELECTION  OF A RIGHTS  HOLDER TO  EXERCISE  RIGHTS  IN THE  RIGHTS  OFFERING  IS
IRREVOCABLE.  MOREOVER,  UNTIL  CERTIFICATES  OF  SHARES  OF  COMMON  STOCK  ARE
DELIVERED,  SUBSCRIBING  RIGHTS  HOLDERS  MAY NOT BE ABLE TO SELL THE  SHARES OF
COMMON  STOCK  THAT THEY HAVE  PURCHASED  IN THE RIGHTS  OFFERING.  CERTIFICATES
REPRESENTING  SHARES OF COMMON  STOCK  PURCHASED  PURSUANT  TO THE  SUBSCRIPTION
PRIVILEGE  WILL BE  DELIVERED  BY MAIL AS  SOON  AS  PRACTICABLE  FOLLOWING  THE
EXPIRATION DATE. THE UNDERLYING  SHARES HAVE BEEN PREVIOUSLY  LISTED ON THE NYSE
AND ARE CURRENTLY HELD BY THE COMPANY AS TREASURY SHARES.

         No interest  will be paid to Rights  Holders on funds  delivered to the
Subscription  Agent pursuant to the exercise of Rights  pending  delivery of the
Underlying Shares.

         There is currently no public market for the Rights. The Company intends
to trade the Rights on the NYSE  (although  there can be no  assurance  that any
market for the Rights  will  develop or as to the  ability of Rights  Holders to
sell their Rights prior to the Expiration Date or as to the price at which their
Rights may be sold).

SIGNIFICANT SHAREHOLDERS

         As of April 1, 1994,  several entities or individuals  owned 5% or more
of the Company's  Common Stock,  including the  Purchasers,  Investors and their
Affiliates who  beneficially  owned  approximately  9.9% of the Company's Common
Stock as of such date. See "Security  Ownership of Certain Persons." Pursuant to
the Standby  Purchase  Agreement,  the Purchasers have agreed to exercise all of
their  Subscription  Privileges and have agreed to purchase all of the Remaining
Shares.  In the event  that  other  shareholders  do not  exercise  any of their
Rights,  the  Purchasers,  Investors  and  their  Affiliates  could own up to an
aggregate of approximately 18% of the Common Stock. In addition, the Purchasers,
Investors and their Affiliates may (i) purchase Rights in the open market and in
privately negotiated  transactions prior to the Expiration Date, (ii) subject to
the Percentage  Limitation,  acquire additional shares of Common Stock following
the  consummation of the  Transaction,  and/or (iii) subject to the terms of the
Standby Purchase Agreement,  dispose of shares of Common Stock. See "The Standby
Purchase  Agreement"  and  "Description  of Capital  Stock - Rights  Agreement -
Amendments to Rights Agreement."
<PAGE>
<PAGE> 12

         The Standby  Purchase  Agreement  provides,  among other  things,  that
during the term of the Standby  Purchase  Agreement,  the Company will generally
exercise all authority under  applicable law to cause an Affiliate of certain of
the  Purchasers  (Eric M.  Ruttenberg,  currently a Director of the Company,  or
another  designee  of  the  Purchasers  and  Investors),  to be  elected  to the
Company's  Board of  Directors  and to be  appointed  to the  Audit,  Executive,
Directors and Executive  Compensation and Stock Option  Committees of the Board.
In the event the number of Directors is increased beyond eight (8) members,  the
Purchasers  and  Investors  are entitled to nominate an  individual  to fill the
first of each three (3)  additional  Board  member  positions.  See "The Standby
Purchase Agreement."

ANTI-TAKEOVER PROVISIONS

         Certain  agreements,  including  the Rights  Agreement  and the Standby
Purchase  Agreement,  contain  provisions  that may have the effect of delaying,
deferring or  preventing a change in control of the  Company.  In addition,  the
Company's  Amended and Restated  Certificate of Incorporation and Bylaws contain
certain  provisions that may have an anti-takeover  effect.  See "Description of
Capital Stock - Authorized  Capital Stock - Preferred Stock" and "Description of
Capital Stock - Anti-Takeover Provisions".

         The Board of Directors has taken all action necessary to provide that
the restrictions on business combinations set forth in Subchapter F of 
Chapter 25 of the Pennsylvania Business Corporation Law will not apply to any 
of the Purchasers, Investors or their Affiliates as a result of the 
Purchasers', Investors' or their Affiliates' acquisition or beneficial 
ownership of Common Stock not in excess of the Percentage Limitation.  
See "The Standby Purchase Agreement."
<PAGE>
<PAGE> 13

                                USE OF PROCEEDS

         The Company anticipates that the proceeds available to the Company from
the Transaction will be approximately $__________________. Such proceeds will be
used by the Company to reduce debt under the Company's Bank Credit Agreement and
for  other  corporate  purposes,  and  to  pay  fees  and  expenses  incurred in
connection with the Transaction.

                  PRO FORMA CONSOLIDATED CAPITALIZATION TABLE

         The following table sets forth the consolidated  capitalization  of the
Company at June 30, 1994 and the pro forma  consolidated  capitalization  of the
Company as of that date  adjusted to give effect to the  Transaction.  The table
assumes,  solely for purposes of presenting pro forma  consolidated  capitaliza-
tion,  the  purchase  of  515,000  Underlying  Shares at a Subscription Price of
$25.00 per share and expenses of the Transaction in the amount of $300,000.  The
table further assumes that  all  of  the  net  proceeds  of the Rights  Offering
will be applied to reduce debt under the Bank Credit  Agreement  which  provides
for  a  revolving  credit  line,  that  would  enable the  Company to  re-borrow
amounts repaid.
<TABLE>
<CAPTION>
                                                SPS TECHNOLOGIES
                       PRO FORMA CONSOLIDATED CAPITALIZATION TABLE AT JUNE 30, 1994
                                                     ($000's)

                                                           ACTUAL           IMPACT      AS ADJUSTED
                                                           ------           ------      -----------
<S>                                                     <C>               <C>           <C>
LONG-TERM DEBT                                          $    86,554        (12,575)        73,979
                                                      =============================================

SHAREHOLDERS' EQUITY
   Preferred stock, par value
      $1 per share,
   Authorized 400,000 shares,
      Issued none

   Common stock, par value
      $1 per share,
   Authorized 30,000,000 shares,
   Issued 6,361,606 shares                                    6,362                         6,362

   Additional paid-in-capital                                59,726          8,414         68,140

   Retained earnings                                         60,076                        60,076

   Minimum pension liability                                 (1,780)                       (1,780)

   Common stock in treasury,
     at cost ($8.08)
       1,253,458 shares as of 6/30/94                       (10,132)         4,161         (5,971)
         515,000 shares issued as part of Transaction
         738,458 shares after Transaction

   Cumulative translation adjustments
                                                             (7,948)                       (7,948)
                                                      ---------------------------------------------
TOTAL SHAREHOLDERS' EQUITY                                  106,304         12,575        118,879
                                                      =============================================

  TOTAL SHARES OUTSTANDING                                5,108,148        515,000      5,623,148
BOOK VALUE PER SHARE                                         $20.81           NA           $21.14
EXERCISE PRICE                                               NA               NA           $25.00
DILUTION PER SHARE                                                                          $3.86
- ------------------------
</TABLE>
<PAGE>
<PAGE> 14

                                  THE RIGHTS OFFERING

The Rights

          The Company is distributing transferable Rights directly to the record
holders  of its  outstanding  Common  Stock as of the close of  business  on the
Record Date. The Company will distribute, at no cost to such record holders, one
(1) Right for each ten (10) shares of Common Stock held on the Record Date.  The
Rights will be evidenced by transferable Subscription Certificates.

          No  fractional  Rights or cash in lieu thereof will be issued or paid,
and the  number of Rights  distributed  to each  holder of Common  Stock will be
rounded up to the nearest whole number of Rights.  No  Subscription  Certificate
may be divided in such a way as to permit a holder of Common  Stock to receive a
greater number of Rights than the number to which such Subscription  Certificate
entitles  such  holder,  except  that  a  depository,  bank,  trust  company  or
securities  broker or dealer  holding  shares of Common Stock on the Record Date
for more than one beneficial  owner may, upon proper showing to the Subscription
Agent,   exchange  its   Subscription   Certificate  to  obtain  a  Subscription
Certificate for the number of Rights to which all such beneficial  owners in the
aggregate would have been entitled had each been a record holder of Common Stock
on the Record Date.  The Company  reserves the right to refuse to issue any such
Subscription  Certificate  if such  issuance  would  be  inconsistent  with  the
principle  that each  beneficial  owner's  holdings  will be  rounded  up to the
nearest whole Right.

          Because the number of Rights distributed to each record holder will be
rounded up to the nearest  whole number,  beneficial  owners of Common Stock who
are also the record  holders of their  shares  might  receive  more Rights under
certain  circumstances  than beneficial  owners of Common Stock who are not also
the record  holders  of their  shares and who do not obtain (or cause the record
owner of their  shares  of  Common  Stock to  obtain)  a  separate  Subscription
Certificate  with respect to the shares  beneficially  owned by them,  including
shares held in an  investment  advisory or similar  account.  To the extent that
record holders of Common Stock or beneficial owners of Common Stock who obtain a
separate  Subscription  Certificate  receive more  Rights,  they will be able to
subscribe for more shares pursuant to the Subscription Privilege.

Expiration Date

          The Rights  will  expire at 5:00 p.m.,  New York City local  time,  on
_____________,  1994, subject to extension by the Company.  After the Expiration
Date,  unexercised  Rights  will be null  and  void.  The  Company  will  not be
obligated to honor any purported exercise of Rights received by the Subscription
Agent after the Expiration  Date,  regardless of when the documents  relating to
such exercise were sent, except pursuant to the "Guaranteed Delivery Procedures"
described below.

Subscription Privilege

          Each Right will entitle the holder thereof to receive, upon payment of
the  Subscription  Price,  one  Underlying  Share.   Certificates   representing
Underlying  Shares  purchased  pursuant to the  Subscription  Privilege  will be
delivered by mail to subscribers  as soon as  practicable  after the exercise by
the  Rights  Holder of their  Subscription  Privileges  and  receipt  of payment
therefor by the Subscription Agent.

Subscription Price

          The Subscription Price is $_______, in cash, per Underlying Share 
purchased pursuant to the Subscription Privilege or the Standby Purchase 
Agreement.  See "Determination of Subscription Price" and "The Standby Purchase
Agreement."
<PAGE>
<PAGE> 15

Exercise of Rights

          Rights may be  exercised by delivery to the  Subscription  Agent on or
prior to 5:00 p.m.,  New York City  local  time,  on the  Expiration  Date,  the
properly completed and executed Subscription  Certificate evidencing such Rights
with any required  signature  guaranties,  together  with payment in full of the
Subscription  Price for each  Underlying  Share to be purchased  pursuant to the
Subscription  Privilege.  Such  payment  in full must be by check or bank  draft
drawn upon a U.S. bank or postal,  telegraphic or express money order payable to
"Mellon Bank, N.A. as Subscription Agent". The Subscription Price will be deemed
to have been received by the  Subscription  Agent only upon (i) clearance of any
uncertified  check or (ii) receipt by the  Subscription  Agent of any  certified
check or bank draft  drawn upon a U.S.  bank or of any  postal,  telegraphic  or
express money order. IF PAYING BY UNCERTIFIED  PERSONAL CHECK,  PLEASE NOTE THAT
THE  FUNDS  PAID  THEREBY  MAY  TAKE AT  LEAST  FIVE  BUSINESS  DAYS  TO  CLEAR.
ACCORDINGLY,  RIGHTS HOLDERS WHO WISH TO PAY THE SUBSCRIPTION  PRICE BY MEANS OF
UNCERTIFIED  PERSONAL CHECK ARE URGED TO MAKE PAYMENT SUFFICIENTLY IN ADVANCE OF
THE  EXPIRATION  DATE TO ENSURE THAT SUCH PAYMENT IS RECEIVED AND CLEARS BY SUCH
DATE AND ARE URGED TO CONSIDER  PAYMENT BY MEANS OF CERTIFIED OR CASHIER'S CHECK
OR MONEY ORDER.

          The address to which the Subscription  Certificates and payment of the
Subscription Price should be delivered is:

          If by mail:                Mellon Bank, N.A.
                                     P.O. Box 768
                                     Midtown Station
                                     New York, NY 10018
                                     Attention:  REORG Dept.

          If by hand:                Mellon Bank, N.A.
                                     c/o Mellon Securities Transfer Services
                                     120 Broadway, 13th Floor
                                     New York, NY

          If by overnight courier:   Mellon Bank, N.A.
                                     85 Challenger Road
                                     Overpeck Centre
                                     Richfield Park, NJ 07660

          The  Subscription  Agent's  telephone number is (800) 777-3674 and its
telecopy number is (201) 296-4062.

          If a Rights Holder wishes to exercise Rights, but time will not permit
such holder to cause the Subscription  Certificate(s)  evidencing such Rights to
reach the Subscription Agent on or prior to the Expiration Date, such Rights may
nevertheless be exercised if all of the following  conditions  (the  "Guaranteed
Delivery Procedures") are met:

              (a) such  holder  has caused  payment in full of the  Subscription
              Price for each Underlying  Share being  purchased  pursuant to the
              Subscription  Privilege  to be  received  (in the manner set forth
              above)  by the  Subscription  Agent on or prior to the  Expiration
              Date;
<PAGE>
<PAGE> 16

              (b) the Subscription Agent receives, on or prior to the Expiration
              Date,  a notice of  guaranteed  delivery (a "Notice of  Guaranteed
              Delivery"),   substantially   in  the  form   provided   with  the
              "Instructions  as  to  Use  of  Subscription   Certificates"  (the
              "Instructions")  distributed with the  Subscription  Certificates,
              from a member firm of a registered national securities exchange or
              a member of the National Association of Securities Dealers,  Inc.,
              from a  commercial  bank or trust  company  having  an  office  or
              correspondent   in  the  United   States,   or  from  a  financial
              institution   acceptable  to  the  Subscription   Agent  (each  an
              "Acceptable  Institution"),  stating  the  name of the  exercising
              Rights   Holder,   the  number  of  Rights   represented   by  the
              Subscription Certificate(s) held by such exercising Rights Holder,
              the number of Underlying  Shares being  purchased  pursuant to the
              Subscription  Privilege  and  guaranteeing  the  delivery  to  the
              Subscription Agent of any Subscription  Certificate(s)  evidencing
              such Rights  within five NYSE trading days  following  the date of
              the Notice of Guaranteed Delivery; and

              (c) the properly completed Subscription  Certificate(s) evidencing
              the  Rights  being   exercised,   with  any   required   signature
              guaranties, is received by the Subscription Agent within five NYSE
              trading  days  following  the  date of the  Notice  of  Guaranteed
              Delivery relating thereto.  The Notice of Guaranteed  Delivery may
              be  delivered  to the  Subscription  Agent in the same  manner  as
              Subscription  Certificates  at the address set forth above, or may
              be transmitted to the Subscription  Agent by telegram or facsimile
              transmission (telecopy no. 201-296-4062). Additional copies of the
              form of Notice of Guaranteed  Delivery are available  upon request
              from  the  Subscription  Agent  or the  Information  Agent,  whose
              addresses and telephone numbers are set forth below.

          If an exercising  Rights Holder does not indicate the number of Rights
being exercised,  or does not forward full payment of the aggregate Subscription
Price for the  number of  Rights  that the  Rights  Holder  indicates  are being
exercised,  then  the  Rights  Holder  will  be  deemed  to have  exercised  the
Subscription  Privilege with respect to the maximum number of Rights that may be
exercised for the aggregate  Subscription  Price payment delivered by the Rights
Holder. To the extent that the aggregate Subscription Price payment delivered by
the Rights Holder exceeds the product of the  Subscription  Price  multiplied by
the number of Rights evidenced by the Subscription Certificates delivered by the
Rights Holder (such excess being the  "Subscription  Excess"),  the Subscription
Excess paid by that Rights  Holder shall be returned as soon as  practicable  by
mail, without interest or deduction.

          Unless a Subscription  Certificate (i) provides that Underlying Shares
to be issued  pursuant to the exercise of Rights  represented  thereby are to be
delivered to the holder of such Rights or (ii) is  submitted  for the account of
an Acceptable Institution,  signatures on such Subscription  Certificate must be
guaranteed by a participant in the Securities Transfer Agents Medallion Program,
the Stock Exchange  Medallion  Signature Program or the New York Stock Exchange,
Inc. Medallion Signature Program.

          Persons  who hold  shares of Common  Stock for the  account of others,
such as brokers,  trustees or  depositaries  for  securities  (each,  a "Nominee
Holder") should notify the respective  beneficial  owners of such shares as soon
as  possible to  ascertain  such  beneficial  owners'  intentions  and to obtain
instructions  with respect to the Rights.  If the beneficial owner so instructs,
the Nominee Holder of such Right should complete  Subscription  Certificates and
submit them to the  Subscription  Agent with the proper  payment.  In  addition,
beneficial  owners of Common Stock or Rights held through such a Nominee  Holder
should  contact  the Nominee  Holder and  request  the Nominee  Holder to effect
transactions in accordance with the beneficial owners' instructions.
<PAGE>
<PAGE> 17

          The instructions  accompanying the Subscription Certificates should be
read carefully and followed in detail. DO NOT SEND SUBSCRIPTION  CERTIFICATES TO
THE COMPANY.

          THE METHOD OF DELIVERY OF SUBSCRIPTION CERTIFICATES AND PAYMENT OF THE
SUBSCRIPTION PRICE TO THE SUBSCRIPTION AGENT WILL BE AT THE ELECTION AND RISK OF
THE RIGHTS HOLDERS, BUT IF SENT BY MAIL IT IS RECOMMENDED THAT SUCH CERTIFICATES
AND PAYMENTS BE SENT BY REGISTERED MAIL,  PROPERLY INSURED,  WITH RETURN RECEIPT
REQUESTED, AND THAT A SUFFICIENT NUMBER OF DAYS BE ALLOWED TO ENSURE DELIVERY TO
THE  SUBSCRIPTION  AGENT AND CLEARANCE OF PAYMENT  PRIOR TO 5:00 P.M.,  NEW YORK
CITY LOCAL TIME, ON THE EXPIRATION DATE. BECAUSE UNCERTIFIED PERSONAL CHECKS MAY
TAKE AT LEAST FIVE  BUSINESS  DAYS TO CLEAR,  YOU ARE STRONGLY  URGED TO PAY, OR
ARRANGE FOR PAYMENT, BY MEANS OF CERTIFIED OR CASHIER'S CHECK OR MONEY ORDER.

          All  questions   concerning  the   timeliness,   validity,   form  and
eligibility  of any exercise of Rights will be determined by the Company,  whose
determinations will be final and binding. The Company in its sole discretion may
waive any  defect or  irregularity,  or  permit a defect or  irregularity  to be
corrected within such time as it may determine, or reject the purported exercise
of any Right. Subscriptions will not be deemed to have been received or accepted
until all  irregularities  have been  waived  or cured  within  such time as the
Company  determines  in  its  sole  discretion.  Neither  the  Company  nor  the
Subscription  Agent will be under any duty to give notification of any defect or
irregularity in connection  with the submission of Subscription  Certificates or
incur any liability for failure to give such notification.

          Any  questions or requests  for  assistance  concerning  the method of
exercising  Rights or requests for  additional  copies of this  Prospectus,  the
Instructions as to Use of Subscription  Certificates or the Notice of Guaranteed
Delivery should be directed to the Information Agent,  Georgeson & Company Inc.,
at its address set forth under "Information Agent" below.

No Revocation

          ONCE A RIGHTS HOLDER HAS EXERCISED THE  SUBSCRIPTION  PRIVILEGE,  SUCH
EXERCISE OR SUBSCRIPTION MAY NOT BE REVOKED BY SUCH RIGHTS HOLDER.
<PAGE>
<PAGE> 18

Methods of Transferring Rights

          The Rights may be purchased or sold through usual investment channels.
It is  anticipated  that they will trade on the NYSE until the close of business
on the last NYSE trading day preceding the Expiration Date.

          The  Rights  evidenced  by a single  Subscription  Certificate  may be
transferred in whole by endorsing the  Subscription  Certificate for transfer in
accordance with the accompanying instructions. A portion of the Rights evidenced
by a  single  Subscription  Certificate  (but  not  fractional  Rights)  may  be
transferred by delivering to the Subscription  Agent a Subscription  Certificate
properly  endorsed for transfer,  with  instructions to register such portion of
the Rights  evidenced  thereby in the name of the transferee (and to issue a new
Subscription  Certificate to the transferee evidencing such transferred Rights).
In such event,  a new  Subscription  Certificate  evidencing  the balance of the
Rights  will be  issued  to the  Rights  Holder  or,  if the  Rights  Holder  so
instructs, to an additional transferee.

          The Rights  evidenced by a  Subscription  Certificate  may be sold, in
whole or in part  (but not with  respect  to  fractional  Rights),  through  the
Subscription  Agent by delivering  to the  Subscription  Agent the  Subscription
Certificate  properly  executed for sale by the  Subscription  Agent.  If only a
portion of the Rights evidenced by a single Subscription  Certificate is to sold
by the Subscription Agent, that Subscription  Certificate must be accompanied by
instructions  setting  forth the action to be taken  with  respect to the Rights
that are not to be sold.  Promptly  following the  settlement of such sale,  the
Subscription Agent will send the Rights Holder a check for the proceeds from the
sale of any Rights sold, less any applicable  brokerage  commissions,  taxes and
other direct expenses of sales.  Upon settlement,  a Rights Holder for which the
Subscription  Agent sells  Rights on any given day will  receive for each of its
rights so sold the net  weighted  average  sale price of all Rights sold on that
day by the  Subscription  Agent.  The net  weighted  average  sale price will be
calculated  by  dividing  the  total  proceeds  from all sales  realized  by the
Subscription  Agent on the day of sale by the total number of Rights sold by the
Subscription  Agent on that day and then  subtracting a pro-rata  portion of any
applicable  brokerage  commissions,  taxes and  other  expenses.  No  assurance,
however,  can be given  that a market  will  develop  for the  Rights,  that the
Subscription  Agent will be able to sell any Rights, or as to the price at which
the Rights will trade. The Company will pay the fees charged by the Subscription
Agent for  effecting  such sales.  Orders to sell Rights must be received by the
Subscription Agent at or prior to 11:00 a.m., New York City local time, at least
two NYSE trading days preceding the Expiration  Date. The  Subscription  Agent's
obligation  to execute  orders is subject to its ability to find buyers.  If the
Rights  cannot be sold by the  Subscription  Agent by 5:00  p.m.,  New York City
local time, one NYSE trading day preceding the day on which the Expiration  Date
occurs,  they will be returned  promptly by mail to the Rights  Holder or, if so
arranged, held by the Subscription Agent for pickup.

          Rights  Holders  wishing to transfer  all or a portion of their Rights
(but not fractional  Rights)  should allow a sufficient  amount of time prior to
the  Expiration  Date  for (i) the  transfer  instructions  to be  received  and
processed by the Subscription  Agent, (ii) a new Subscription  Certificate to be
issued  and  transmitted  to the  transferee  or  transferees  with  respect  to
transferred  Rights,  and to the transferor with respect to retained Rights,  if
any, and (iii) the Rights evidenced by such new Subscription  Certificates to be
exercised  or  sold by the  recipients  thereof.  Neither  the  Company  nor the
Subscription  Agent shall have any  liability to a transferee  or  transferor of
Rights if  Subscription  Certificates  are not  received in time for exercise or
sale prior to the Expiration Date.
<PAGE>
<PAGE> 19

          Except for the fees  charged by the  Subscription  Agent,  and the fee
paid to the Purchasers pursuant to the Standby Purchase Agreement (each of which
will be paid by the Company as described below), all commissions, fees and other
expenses  (including  brokerage  commissions  and  transfer  taxes)  incurred in
connection with the purchase, sale or exercise of Rights will be for the account
of the transferor of the Rights, and none of such commissions,  fees or expenses
will be paid by the Company or the Subscription Agent.

Procedures for DTC Participants

          The  Company   anticipates  that  the  exercise  of  the  Subscription
Privilege  may be  effected  through  the  facilities  of the  Depository  Trust
Company.

Amendment and Termination

          Subject to the terms of the Standby  Purchase  Agreement,  the Company
reserves  the right to  extend  the  Expiration  Date and to amend the terms and
conditions of the Rights  Offering,  regardless of whether the amended terms are
more or less favorable to Rights Holders. If the Company amends the terms of the
Rights  Offering,  the  Registration  Statement of which this Prospectus forms a
part will be amended, and a new definitive Prospectus will be distributed to all
Rights Holders who have theretofore exercised Rights and to holders of record of
unexercised  Rights on the date the Company amends such terms. In addition,  all
Rights Holders who have  theretofore  exercised  Rights,  or who exercise Rights
within  four  (4)  business  days  after  the  mailing  of  the  new  definitive
Prospectus,  shall be provided with a form of Consent to Amended Rights Offering
Terms,   on  which  they  can  confirm  their   exercise  of  Rights  and  their
subscriptions  under the terms of the Rights  Offering  as  amended;  any Rights
Holder who has theretofore  exercised any Rights, or who exercises Rights within
four (4) business days after the mailing of the new definitive  Prospectus,  and
who does not return such Consent within ten (10) business days after the mailing
of such  Consent  by the  Company  will be  deemed to have  canceled  his or her
exercise of Rights,  and the full amount of the Subscription  Price  theretofore
paid by such Rights Holder will be returned as soon as possible by mail, without
interest or deduction.  Any completed  Subscription  Certificate received by the
Subscription  Agent  five  (5) or  more  business  days  after  the  date of the
amendment  will be deemed to  constitute  the  consent of the Rights  Holder who
completed such Subscription Certificate to the amended terms.

          The Company also reserves the right to terminate  the Rights  Offering
prior to the  Expiration  Date for the  following  reasons:  (i) a suspension of
trading in the  Company's  Common Stock by the NYSE or  suspension of trading of
securities  generally  on the  NYSE,  (ii) a  "stop  order"  issued  by the  SEC
suspending the effectiveness of the Company's  Registration  Statement  covering
the  Underlying  Shares,  (iii) entry of a judgment or order by a court or other
governmental authority  restraining,  prohibiting or materially interfering with
the  Rights  Offering  and   (iv)  subject to compliance with NYSE policies, the
Company's determination that continuation of the Rights Offering would not be in
the Company's best interest.   Such termination would be effected by the Company
by giving oral or written  notice of such  termination to the Subscription Agent
and  making  a  public  announcement thereof.  If  the  Rights  Offering  is  so
terminated, the Subscription Price will be returned  as soon as possible by mail
to  exercising  Rights  Holders,  without  interest  or  deduction.  Neither the
Company nor any selling Rights Holders will have any obligation  to a  purchaser
of Rights,  whether  such  purchase  was made through the Subscription  Agent or
otherwise, in the event that the Rights Offering is terminated.
<PAGE>
<PAGE> 20

Determination of Subscription Price

          The  Company  believes  that  the  Subscription   Price  reflects  the
Company's  objective of achieving the maximum net proceeds  obtainable  from the
Rights  Offering while providing the holders of Common Stock with an opportunity
to make an additional  investment  in the Company,  and thus avoid a dilution of
their ownership position in the Company.

          In determining the structure of the Rights  Offering and  establishing
the Subscription  Price,  the Board of Directors  considered such factors as the
alternatives  available to the Company for raising capital  (including the costs
of such  alternatives),  the market  price of the  Common  Stock,  the  business
prospects for the Company,  the general  condition of the securities  markets at
the time of the meeting of the Board of Directors  at which the Rights  Offering
was approved, a review of the subscription prices relative to market prices in a
number  of  rights  offerings  and   negotiations   with  Purchasers  and  their
Affiliates.  There can be no  assurance,  however,  that the market price of the
Common Stock will not decline during the subscription period to a level equal to
or below the Subscription  Price, or that,  following the issuance of the Rights
and of the Common Stock upon  exercise of Rights,  a  subscribing  Rights Holder
will be able to sell shares purchased in the Rights Offering at a price equal to
or greater than the Subscription Price.

Subscription Agent

          The Company has appointed Mellon Bank, N.A. as Subscription Agent for
the Rights Offering.  The Subscription Agent's addresses, which are the
addresses to which Subscription Certificates, subscription payments and a 
Notice of Guaranteed Delivery must be delivered, are:

          If by mail:      Mellon Bank, N.A.
                           P.O. Box 768
                           Midtown Station
                           New York, NY 10018
                           Attention:  REORG Dept.

          If by hand:      Mellon Bank, N.A.
                           c/o Mellon Securities Transfer Services
                           120 Broadway, 13th Floor
                           New York, NY If by overnight courierMellon Bank, N.A.
                           85 Challenger Road
                           Overpeck Centre
                           Richfield Park, NJ 07660

          The  Subscription  Agent's  telephone number is (800) 777-3674 and its
telecopy number is (201) 296-4062.

          The Company will pay the fees and expenses of the  Subscription  Agent
and has also agreed to indemnify the Subscription  Agent from certain  liability
which it may incur in connection with the Rights Offering.
<PAGE>
<PAGE> 21

Information Agent

          The Company has appointed Georgeson & Company Inc. as Information
Agent for the Rights Offering.  Any questions or requests for additional copies
of this Prospectus, the Instructions or the Notice of Guaranteed Delivery may
be directed to the Information Agent at the address and telephone number below:

                           Georgeson & Company Inc.
                           Wall Street Plaza
                           New York, NY 10005

          The Information Agent's telephone number is (800) 232-2064.

          The Company  will pay the fees and expenses of the  Information  Agent
and has also agreed to indemnify the Information Agent from certain  liabilities
which it may incur in connection with the Rights Offering.

Effect of the Rights Offering on Stock Options

          In accordance with the Company's Stock Plan, a committee consisting of
at least three  directors  appointed by the Board of Directors  (the "Stock Plan
Committee"),  may make appropriate adjustments to the (i) total number of shares
of  Common  Stock of the  Company  for  which  Options,  Discounted  Options  or
Restricted Shares may be granted or Options or Discounted  Options exercised (as
those terms are defined in the Stock Plan on file with the Company), (ii) number
of shares subject to each outstanding  Option,  Discounted  Option or Restricted
Share award, and (iii) Option prices or Discounted  Option prices per share as a
result  of the  change  in the  number of  outstanding  shares  of Common  Stock
resulting from the Rights Offering. The Stock Plan Committee shall have the sole
discretion to make such adjustments.

          Pursuant to the foregoing,  additional  options in an aggregate amount
equal to the same percentage  (approximately  10%) as the Underlying Shares bear
to the total number of issued and  outstanding  shares of Common Stock as of the
Record  Date will be granted on the  Closing  Date  under the  Standby  Purchase
Agreement with respect to all options outstanding under the Stock Plan as of the
Record Date.
<PAGE>
<PAGE> 22

          Rights  will  be  issued  with  respect  to  all  shares   issued  and
outstanding under employee options exercised prior to the Record Date.

Foreign and Certain Other Shareholders

          Subscription  Certificates  will not be mailed to Rights Holders or to
any subsequent transferees of any Subscription  Certificates whose addresses are
outside the United  States or who have APO or FPO  addresses or whose  addresses
are in states  in which  the  Company  has not  filed a  registration  statement
pursuant  to the  relevant  state  "blue  sky"  laws,  but  will  be held by the
Subscription Agent for such Holders' accounts. To exercise or sell their Rights,
such Holders must notify the  Subscription  Agent prior to 11:00 a.m.,  New York
City local time, at least two NYSE trading days preceding the  Expiration  Date,
at which  time (if no  contrary  instructions  have been  received)  the  Rights
represented thereby will be sold, subject to the Subscription Agent's ability to
find a purchaser.  Any such sales will be at prevailing market prices.  See "The
Rights Offering - Method of  Transferring  Rights." If the Rights can be sold, a
check  for the  proceeds  from  the  sale of any  Rights,  less  any  applicable
brokerage  commissions,  taxes  and other  expenses,  will be  remitted  to such
Holders by mail. The proceeds, if any, resulting from sales of Rights of Holders
who addresses are not known by the Subscription Agent or to whom delivery cannot
be made  will  be  held by the  Subscription  Agent  in a  non-interest  bearing
account.  Any  amount  remaining  unclaimed  on the  second  anniversary  of the
Expiration  Date will be turned  over by the  Subscription  Agent to the Company
and,  after such date,  any person  claiming such proceeds will, as an unsecured
general creditor of the Company, be able to look only to the Company for payment
thereof.  The ability of such  Holders to exercise or sell Rights will expire on
the Expiration Date.

No Board Recommendation

          An  investment in the Common Stock must be made pursuant to each Right
Holder's or prospective investor's evaluation of its, his or her best interests.
Accordingly,   the  Board  of  Directors  of  the  Company  does  not  make  any
recommendation  to any  Rights  Holder or  prospective  investor  regarding  the
exercise of its, his or her Rights. The Board of Directors does,  however,  urge
the  Rights  Holders  to  either  exercise  or sell  their  Rights  prior to the
Expiration Date.

                         THE STANDBY PURCHASE AGREEMENT

          The Company has entered into the Standby Purchase Agreement,  dated as
of ____________,  1994, with the Purchasers and Investors, pursuant to which the
Purchasers  have agreed,  subject to certain terms and  conditions  specified in
such  agreement  and  summarized  below,  to acquire  from the  Company,  at the
Subscription   Price,  all  Underlying  Shares  subject  to  their  Subscription
Privilege and any and all Remaining Shares.

          As of July 31, 1994, the  Purchasers,  Investors and their  Affiliates
beneficially  owned 504,300 shares of Common Stock, or approximately 9.9% of the
outstanding  Common Stock of the Company.  Pursuant to the Rights Offering,  the
Purchasers will purchase [_______] shares of Common Stock upon exercise of their
Subscription Privilege. In addition,  Purchasers may purchase Rights in the open
market and in privately negotiated transactions prior to the Expiration Date. If
no other Rights  Holders were to exercise  their  Subscription  Privileges,  the
Purchasers,  Investors and their Affiliates would beneficially own approximately
18% of the  Common  Stock  outstanding  immediately  after  consummation  of the
Transaction.
<PAGE>
<PAGE> 23

          Pursuant  to the  Standby  Purchase  Agreement,  the  Purchasers  will
receive  from the Company,  in addition to certain  other  contractual  benefits
described below, the Standby Fee.

          The  respective  obligations  of the  Company and the  Purchasers  and
Investors under the Standby Purchase Agreement are conditioned upon, among other
things (i) all consents,  approvals,  permits and authorizations  required to be
obtained  from,  and all  filings  required  to be made with,  any  governmental
authority,  having  been  obtained  or  made;  (ii)  the  effectiveness  of  the
Registration  Statement and no stop order  suspending the  effectiveness  of the
Registration Statement of which this Prospectus forms a part having been issued,
and no proceeding for that purpose having been  instituted or threatened;  (iii)
no  litigation  relating  to or  challenging  the Rights  Offering,  the Standby
Purchase Agreement,  Amendment No. 2 or the Registration Rights Agreement having
been instituted or threatened, no injunction relating thereto having been issued
and no proceeding for such an injunction  having been  instituted or threatened;
and (iv) the Rights Offering having been completed.

          The   obligations  of  Purchasers  and  Investors  to  consummate  the
transactions  contemplated by the Standby Purchase Agreement are also subject to
the  fulfillment or waiver of the following  conditions (i) the  representations
and  warranties  of the Company  being true and  correct and the Company  having
performed in all material respects its covenants and agreements contained in the
Standby Purchase  Agreement;  (ii) the terms of the Rights Offering contained in
this  Prospectus  not being in  material  conflict  with the  provisions  of the
Standby  Purchase  Agreement;  (iii) the Purchasers  having received the Standby
Fee; and (iv) the continued  listing of the Underlying  Shares and the Remaining
Shares on the NYSE.

          The  obligations  of  the  Company  to  consummate  the   transactions
contemplated  by  the  Standby  Purchase  Agreement  are  also  subject  to  the
fulfillment or waiver of certain  conditions,  including the representations and
warranties of the Purchasers  being true and correct and the  Purchasers  having
performed in all material  respects their covenants and agreements  contained in
the Standby Purchase Agreement.

          The  Standby  Purchase  Agreement  may be  terminated  by  either  the
Purchasers  and  Investors  or by  the  Company  upon  the  occurrence  of (i) a
suspension of trading in the Company's  Common Stock on the NYSE or a suspension
of trading of securities generally on the NYSE; or (ii) a "stop order" issued by
the  Commission  suspending  the  effectiveness  of the  Registration  Statement
covering  the  Underlying  Shares;  or (iii) entry of a judgment by any court or
governmental   authority   restraining,   prohibiting  or  materially  adversely
interfering  with  the  Rights  Offering,  the  Stock  Purchase  Agreement,  the
Registration  Rights  Agreement or Amendment  No. 2; (iv) a material  default or
breach with respect to the due and timely  performance  of the agreements or the
representations and warranties contained in the Standby Purchase Agreement,  and
such  material  default or breach has not been, or is not  susceptible  of being
with diligent efforts,  cured prior to the Expiration Date, or (v) if the Rights
Offering has not been completed by the Expiration Date.
<PAGE>
<PAGE> 24

          The  Standby  Purchase  Agreement  further  provides  that  it  may be
terminated by the  Purchasers  and Investors  upon the  occurrence of a material
adverse change in the business,  financial condition,  liabilities or results of
operations of the Company.

          In addition,  the Company may terminate the Standby Purchase Agreement
if the  Board  of  Directors  determines,  in  the  exercise  of  its  fiduciary
responsibilities,  that  consummation of the Rights Offering would not be in the
best interest of the Company.  As of the date hereof, the Board of Directors has
determined  that the  consummation  of the Rights  Offering and the  Transaction
would be in the best interest of the Company.

          Unless otherwise terminated upon the terms and conditions contained in
the Standby Purchase  Agreement,  the Standby Purchase  Agreement will terminate
upon  the  earliest  to  occur of (i) six  years  from  the date of the  Standby
Purchase Agreement, (ii) the date upon which the Purchasers, Investors and their
Affiliates no longer beneficially own Common Stock representing in excess of 10%
of the Total Voting Power (as defined below), and (iii) removal of or failure to
re-elect the  Purchasers',  Investors'  and their  Affiliates'  designees to the
Board of Directors in certain circumstances contemplated by the Standby Purchase
Agreement.

          There can be no assurance  that all of the  conditions  to the Standby
Purchase  Agreement  will be  satisfied  or waived  or that an event  permitting
termination of the Standby Purchase Agreement will not occur.

          The Company has agreed to  indemnify  the  Purchasers,  Investors  and
their Affiliates against certain  liabilities,  including  liabilities under the
Securities Act.

          Pursuant to the Standby  Purchase  Agreement,  the Company has agreed,
for a period of  approximately  six  years,  to amend the  Rights  Agreement  as
necessary to permit the Purchasers, Investors and their Affiliates to acquire or
beneficially own Common Stock representing up to the Percentage Limitation.  The
Percentage Limitation is subject to increase in certain circumstances, including
in the event that the Company  permits  (e.g.,  amends the Rights  Agreement  to
permit)  any  other  person  to  acquire  or   beneficially   own  Common  Stock
representing  in excess of eighteen  percent  (18%) or more of the total  voting
power in the  general  election  of  directors  of the  Company  ("Total  Voting
Power"), in which case, the Percentage  Limitation will generally  automatically
increase to 110% of the  percentage to Total Voting Power that such other person
is  permitted  to acquire or  beneficially  own,  except  that in the case of an
increase in  beneficial  ownership of Common Stock to more than 30% of the Total
Voting  Power  (the  "Gabelli  Group  Increase")  by the  group  known  as GAMCO
Investors/Gabelli  Funds,  Inc., as constituted  for purposes of the most recent
Schedule 13D filed by such group,  the Percentage  Limitation shall be increased
pro rata to the Gabelli Group Increase.  The Company has further  agreed,  for a
period  of  approximately  six  years,  not to take any  action  to  prevent  or
interfere with Purchasers', Investors' and their Affiliates' ability to acquire,
or their  rights  with  respect to shares of Common  Stock  representing  not in
excess of the Percentage Limitation.

          The Standby  Purchase  Agreement  further  provides for the  Company's
Board of Directors to have taken all action necessary and appropriate to provide
that the restrictions on "business  combinations" (as defined in Section 2554 of
Subchapter F of Chapter 25 of the Pennsylvania  Business Corporation Law) do not
apply to the  Purchasers,  Investors or their  Affiliates  in the event that the
Purchasers,  Investors or their Affiliates acquire or beneficially own shares of
Common Stock in excess of 20% of the Total Voting Power but not in excess of the
Percentage Limitation.
<PAGE>
<PAGE> 25

          Under the terms of the Standby  Purchase  Agreement,  the  Purchasers,
Investors and their Affiliates have agreed for a period of approximately six (6)
years to a broad range of restrictions prohibiting such activities as soliciting
proxies;  making  shareholder  proposals,  except as contemplated by the Standby
Purchase  Agreement,  engaging in efforts to acquire  stock in, or assets of the
Company (by purchase, merger, or otherwise);  seeking changes in the composition
of the Board of Directors;  challenging the Rights  Agreement;  seeking to waive
any term of the Standby  Purchase  Agreement,  or aiding or assisting  any third
party to accomplish any of the prohibited activities.

          The  restrictions  on the Purchasers,  Investors and their  Affiliates
imposed by the Standby Purchase  Agreement will be  automatically  waived (A) if
any  person  publicly  makes a bona  fide  offer to  acquire a  majority  of the
outstanding  Common Stock and the Company's  Board of Directors  does not oppose
such offer within 120 days after such offer is made and remains outstanding,  or
(B) if any  person  makes  a bona  fide  offer  to  acquire  a  majority  of the
outstanding  Common  Stock  and  either  (i) the  Company's  Board of  Directors
determines  to accept  such  offer,  or (ii) the  Company's  Board of  Directors
determines to seek competing  offers or proposes to effect or negotiate with any
person any form of business combination or similar transaction with the Company,
or  proposes in response  to such bona fide  offer,  a  recapitalization,  share
repurchase,  extraordinary  dividend or other similar extraordinary  transaction
involving  the Company,  its  securities or assets,  to the extent  necessary to
allow the Purchasers,  Investors or Affiliates thereof to make a competing offer
to the Company's  Board of Directors to acquire the Company or its securities or
its assets.  The  Purchasers,  Investors and their  Affiliates  may not take any
action  pursuant to the foregoing  sentence that requires  public  disclosure of
such bona fide offer or competing  offer prior to the public  disclosure of such
bona fide offer by either the Company or the offeror thereof.

          The Purchasers  have also agreed that,  for a period of  approximately
six  years,  all  shares  of  Common  Stock  which are  directly  or  indirectly
beneficially owned by the Purchasers, Investors and their Affiliates, other than
those shares of Common Stock which  represent  voting power of up to ten percent
(10%) of the  Total  Voting  Power  (i) will be  voted  in  accordance  with the
recommendation  of the  majority  of the  Company's  Board of  Directors  on all
matters  submitted to the  shareholders  for a vote,  including  the election of
Directors  of the  Company,  and (ii)  notwithstanding  clause (i)  above,  with
respect to any matter  which,  pursuant to the  Company's  Bylaws,  requires the
approval of an 80% super majority of the Company's  shareholders,  will be voted
pro rata in accordance with the vote of the Company's other shareholders.

          Purchasers  and  Investors  have  further  agreed,  for  a  period  of
approximately  six (6) years,  not to sell or  transfer  shares of Common  Stock
representing  in excess of 10% of Total Voting Power in a single  transaction to
any one  person,  unless  such  person  agrees  to be bound by the  terms of the
Standby Purchase  Agreement.  The restrictions on disposition will not apply to:
(i) the tender or disposition of Common Stock in connection with a tender offer,
merger,  consolidation or other extraordinary transaction involving the Company,
(ii) the disposition of Common Stock in connection with a merger, consolidation,
liquidation or dissolution or the death or incapacity of any Purchaser, Investor
or Affiliate thereof,  provided that the person to whom such shares are disposed
agrees in writing to be bound by the terms of the  Standby  Purchase  Agreement,
(iii) the disposition of Shares to any Purchaser, Investor or Affiliate thereof,
provided  that  such  person  agrees  to be  bound by the  terms of the  Standby
Purchase Agreement or (iv) dispositions pursuant to the exercise of registration
rights provided in the Registration Rights Agreement.  In addition, a Purchaser,
Investor or Affiliate  thereof is permitted to pledge  shares of Common Stock to
an institutional lender for money borrowed.
<PAGE>
<PAGE> 26

          During the term of the  Standby  Purchase  Agreement,  the Company has
agreed, except as otherwise provided in the Standby Purchase Agreement, to cause
Eric M. Ruttenberg (or another designee) to be elected to the Company's Board of
Directors  and in addition,  to the Audit,  Executive,  Directors  and Executive
Compensation and Stock Option Committees of the Board. In the event the Board of
Directors is expanded beyond eight (8) members, the Purchasers and Investors are
entitled to nominate an individual to fill the first out of each three (3) Board
member  positions in excess of eight (8) Board member positions (i.e. the ninth,
twelfth, etc.).

          The  foregoing  is a  summary  of the  terms of the  Standby  Purchase
Agreement and agreements  related  thereto.  Such summary does not purport to be
complete  and is  qualified in its entirety by reference to the full text of the
Standby Purchase Agreement and the agreements  related thereto,  copies of which
have been filed as exhibits to this Registration  Statement and are incorporated
herein by reference. See "Incorporation of Certain Documents by Reference."

                          DESCRIPTION OF CAPITAL STOCK

Authorized Capital Stock

          The Company's Amended and Restated  Articles of Incorporation  provide
for authorized  capital stock  consisting of 30,000,000  shares of Common Stock,
$1.00 par value, of which, as of July 31, 1994,  5,108,148 shares are issued and
outstanding  and 400,000  shares of Preferred  Stock,  $1.00 par value,  none of
which are issued and  outstanding.  In  addition  to the issued and  outstanding
Common Stock,  the Company  retains,  as of July 31, 1994,  1,253,458  shares of
Common Stock in its treasury.  The Company will issue the Underlying  Shares and
the Remaining Shares out of the shares of Common Stock retained in its treasury.

Common Stock

          General.  The holders of the Common Stock are entitled to one vote per
share  held of  record  on all  matters  submitted  to a vote  of  shareholders.
However,  in all  elections  of  directors,  the  Company's  Bylaws  provide for
cumulative voting.  Subject to the relative rights,  limitations and preferences
of the holders, if any of Preferred Stock, holders of Common Stock are entitled,
among other  things,  (i) to share ratably in dividends if, when and as declared
by the Board of Directors out of funds legally available  therefor,  and (ii) in
the event of the liquidation, dissolution or winding-up of the Company, to share
ratably in the distribution of assets legally available therefor,  after payment
of debts and expenses.  The holders of Common Stock have no preemptive rights to
subscribe for additional shares of the Company.

          Trading Market.  The Common Stock is traded on the NYSE under the 
symbol ST.
<PAGE>
<PAGE> 27

          Registration  Rights  Agreement.  The  Company  has  entered  into the
Registration  Rights  Agreement with the  Purchasers and Investors,  dated as of
___________,  1994  pursuant to which the Company,  subject to certain terms and
conditions  has  granted  two  (2)  demand  registration  rights  and  unlimited
piggyback  registration rights to the Purchasers and Investors pursuant to which
the  Purchasers  and Investors may require the Company to cause shares of Common
Stock  beneficially  owned by them to be  registered  for public  sale under the
Securities  Act. The demand  registration  rights will not be exercisable  for a
period  of  three  (3)  years  from  ______________,  1994,  but  the  piggyback
registration rights will be currently exercisable.  All such registration rights
will  terminate  on  _______________,  2002. A demand  registration  may only be
effected upon the written request for registration of registrable  securities by
Purchasers  and  Investors  who  beneficially  own  30%  or  more  of  the  then
registrable  securities,  and then only if such Purchasers and Investors request
the registration of registrable  securities  having a market value of $5,000,000
or more. The Company is required to pay all registration  expenses in connection
with any registration  effected  pursuant to the Registration  Rights Agreement.
The Purchasers and Investors are required to pay all underwriting  discounts and
commissions  attributable to the  registrable  securities sold by the Purchasers
and Investors  pursuant to any  registration  right and the fees and expenses of
any advisor(s) other than the fees and expenses of the one counsel to Purchasers
and Investors whose fees and expenses are expressly included in the registration
expenses  required to be paid by the  Company.  The Company  will be entitled to
postpone  for a  reasonable  period of time (in no event  more than 90 days) the
filing of any demand  registration  statement  otherwise required to be prepared
and filed by it (A) if the Company  would be required to disclose in such demand
registration statement the existence of any fact relating to a material business
transaction  not otherwise  required to be disclosed or (B) if a registration at
the time and on the  terms  requested  would  materially  adversely  affect  any
proposed  equity  financing  by the Company  that had been  contemplated  by the
Company prior to its receipt of the request for registration  notice.  Any sales
of  substantial  amounts of Common  Stock  pursuant to the  registration  rights
described above could adversely affect the prevailing market price of the Common
Stock.

Preferred Stock

          General.  There are 400,000 shares of Preferred  Stock,  none of which
are issued or outstanding. The Board of Directors is authorized to issue any and
all shares of the Preferred Stock, from time to time, in one or more series with
such  privileges,  terms and  conditions  as they may  determine  in their  sole
discretion  without  shareholder  approval.  The ability to issue such Preferred
Stock could have an anti-takeover  effect.  Of the authorized  Preferred Shares,
46,000 are  reserved by the Company  for  issuance  pursuant to the terms of the
Rights Agreement  and  an  additional  5,000  have been reserved for issuance in
connection with the Rights Offering.  See  "Rights Agreement" and "Amendments to
Rights Agreement."
<PAGE>
<PAGE> 28

Rights Agreement

          On November 11, 1988 the Board of Directors of the Company  declared a
dividend distribution of one right for each outstanding share of Common Stock to
shareholders  of record at the close of business on November 21, 1988. Each such
right  entitles  the  registered  holder  to  purchase  from the  Company a unit
consisting of one  one-hundredth of a share (a "Unit") of the Preferred  Shares,
or a combination  of securities  and assets of equivalent  value,  at a purchase
price of $125.00 per Unit (the  "Purchase  Price"),  subject to adjustment  (the
"Preferred  Share  Rights").  The Purchase  Price may be paid in cash or, if the
Company  permits,  by  delivery  of Common  Stock  having a value at the time of
exercise equal to the Purchase Price. The description and terms of the Preferred
Share  Rights are set forth in the Rights  Agreement  between  the  Company  and
Mellon Bank (East) N.A.,  as Rights  Agent,  dated as of November 11, 1988,  and
amended by Amendment No. 1. thereto dated as of January 22, 1991,  and Amendment
No. 2 thereto dated as of ____________, 1994.

          The  ownership  of the  Preferred  Share  Rights are  evidenced by the
Common Stock certificates representing shares then outstanding,  and no separate
Preferred  Share  Rights   Certificates  have  been  distributed.   Certificates
representing  the  Underlying  Shares  will  also  represent  a like  number  of
Preferred Share Rights. The Preferred Share Rights will separate from the Common
Stock  and a  Distribution  Date  will  occur  upon the  earlier  of (i) 10 days
following  a public  announcement  that a  person  or  group  of  affiliated  or
associated persons (an "Acquiring  Person") has acquired,  or obtained the right
to acquire,  beneficial ownership of 10% or more of the outstanding Common Stock
(the "Stock Acquisition  Date") unless such acquisition  occurred in a tender or
exchange  offer  determined  by the Board of Directors  to be fair,  or (ii) the
close of business on such date as may be fixed by the Board of Directors,  which
date shall not be more than 65 days following the commencement of a tender offer
or exchange offer that would result in a person or group beneficially owning 10%
or more of the outstanding Common Stock.

Amendments to Rights Agreement

          Pursuant to the Standby  Purchase  Agreement,  the Company has agreed,
for a period of  approximately  six  years,  to amend the  Rights  Agreement  as
necessary to permit the Purchasers, Investors and their Affiliates to acquire or
beneficially own Common Stock representing up to the Percentage Limitation.  The
Percentage Limitation is subject to increase in certain circumstances, including
in the event that the Company  permits  (e.g.,  amends the Rights  Agreement  to
permit)  any  other  person  to  acquire  or   beneficially   own  Common  Stock
representing  in excess of eighteen  percent  (18%) or more of the Total  Voting
Power in which case, the  Percentage  Limitation  will  generally  automatically
increase to 110% of the  percentage to Total Voting Power that such other person
is  permitted  to  acquire or  beneficially  own,  except  that in the case of a
Gabelli Group Increase, the Percentage Limitation shall be increased pro rata to
the Gabelli  Group  Increase.  The Company has further  agreed,  for a period of
approximately  six years,  not to take any action to prevent or  interfere  with
Purchasers',  Investors'  and their  Affiliates'  ability to  acquire,  or their
rights with respect to, shares of Common Stock representing not in excess of the
Percentage Limitation.

          The foregoing  description  of the Rights  Agreement and Amendments to
Rights  Agreement  are  summaries  only.  Such  summaries  do not  purport to be
complete  and are  qualified  in  their  entirety  by  reference  to the  Rights
Agreement and Amendments to Rights Agreement, copies of which have been filed as
exhibits to the Registration Statement and are incorporated herein by reference.
See "Incorporation of Certain Documents by Reference."
<PAGE>
<PAGE> 29

Anti-Takeover Provisions

          The Company's Bylaws contain several provisions  intended to limit the
possibility  of a takeover  of the  Company.  In  addition  to  providing  for a
classified  Board  of  Directors,  such  that  only  one-third  of the  Board of
Directors  is  elected  each  year,   the  Company's   Bylaws   require  an  80%
supermajority vote of shareholders to approve certain extraordinary transactions
(such as a merger,  liquidation or sale of  substantially  all the assets of the
Company) and certain amendments to the Company's Bylaws.

          The Company's Bylaws provide  that the Company shall not be subject to
the provisions of (i)  Subchapter E (Control  Transactions),  (ii)  Subchapter G
(Control-Share  Acquisitions),  (iii)  Subchapter I (Severance  Compensation for
Employees  Terminated  Following  Certain  Control-Share  Acquisitions) and (iv)
Subchapter J (Business Combination  Transactions - Labor Contracts),  of Chapter
25 of the Pennsylvania  Business  Corporation Law of 1988.  Although the Company
has not opted out of Subchapter F (Business  Combinations)  of Chapter 25 of the
Pennsylvania  Business Corporation Law of 1988, the Board of Directors has taken
all action  necessary to provide that the  provisions  of  Subchapter F will not
apply to any of the Purchasers, Investors or their Affiliates as a result of the
Purchasers', Investors' or their Affiliates' acquisition or beneficial ownership
of shares of Common  Stock  representing 20% or more of the Total  Voting Power,
but not in excess of the  Percentage  Limitation.   See  "The  Standby  Purchase
Agreement".

Transfer Agent and Registrar

          The Company's Transfer Agent and Registrar for the Common Stock is:

                           Mellon Bank, N.A.
                           c/o Mellon Securities
                           Transfer Services
                           85 Challenger Road
                           Overpeck Centre
                           Ridgefield Park, NJ 07660

<PAGE>
<PAGE> 30

                PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

          The  Common  Stock is listed on the NYSE under the  symbol  "ST".  The
following  table sets forth the high and low sales prices of the Common Stock as
reported in the NYSE Composite Tape for the periods indicated.

                                                                      Dividend
                                                    High     Low      Declared
Fiscal Year Ended December 31, 1992                 ----     ---      --------
          First Quarter ........................  $ 29.50  $ 24.75     $ 0.32
          Second Quarter .......................    29.13    23.25       0.32
          Third Quarter ........................    26.50    19.75       0.32
          Fourth Quarter .......................    22.13    19.00       0.32

Fiscal Year Ended December 31, 1993
          First Quarter ........................    24.75    20.00       0.32
          Second Quarter .......................    28.00    24.00       0.32
          Third Quarter ........................    29.75    26.38       0.32
          Fourth Quarter .......................    30.13    15.75        -0-

Fiscal Year Ended December 31, 1994
          First Quarter ........................    24.50    18.75        -0-
          Second Quarter .......................    27.38    21.50        -0-
          Third Quarter (through
             _____________, 1994)                   _____    _____    _____

          On ___________________, 1994 the closing price of the Common Stock was
_______ per share.  As of  __________________,  1994,  there were  approximately
_________ holders of record of the Common Stock.

          The Company does not anticipate the payment of dividends on the Common
Stock in the foreseeable future.  Future declarations of dividends on the Common
Stock will depend upon, among other factors,  future earnings, the operating and
financial  condition of the Company,  the  Company's  capital  requirements  and
general  business  conditions.  Presently,  the Company's Bank Credit  Agreement
prohibits the payment of dividends.
<PAGE>
<PAGE> 31
<TABLE>
<CAPTION>
                             SECURITY OWNERSHIP OF CERTAIN PERSONS

          As of July 31, 1994,  the following  persons were known by the Company to be the  
beneficial  owners of more than 5% of the  voting  securities  of the Company:
- ---------------------------------------------------------------------------------------------
Name and Address                      Amount and Nature of Beneficial
of Beneficial Owner                  Ownership of Shares of Common Stock    Percent of Class
- ---------------------------------------------------------------------------------------------
<S>                                  <C>                                     <C>
Gabelli Funds, Inc.,                              1,436,400(a)                 28.1%
GAMCO Investors, Inc.,
Gabelli & Company, Inc. and
Mario J. Gabelli
One Corporate Center
Rye, NY 10580-1434

Tinicum Enterprises, Inc.,                          504,300(b)                  9.9%
Tinicum Investors, L.P.,
RIT Capital Partners plc,
J. Rothschild Holdings plc,
J. Rothschild Capital
  Management Limited,
St. James Place Capital plc, and
Putnam L. Crafts, Jr.
c/o Tinicum Enterprises, Inc.
900 Stewart Avenue
Garden City, NY 11530

Anne Hallowell Miller                               310,099(c)                  6.1%
c/o Stacey W. McConnell
MacElree, Harvey, Gallagher &
  Featherman, Ltd.
P.O. Box 660
West Chester, PA 19381-0660

Pinnacle Associates Ltd.                            286,000(d)                  5.6%
666 Fifth Avenue
14th Floor
New York, NY 10103

Howard T. Hallowell, III                            264,340(e)                  5.2%
c/o Stacey W. McConnell
MacElree, Harvey, Gallagher &
  Featherman, Ltd.
P.O. Box 660
West Chester, PA 19381-0660
<FN>
- --------------------------------------------------------------------------------------------------------------------------
(a)Based on information supplied by the named entities in a joint filing on Schedule 13D made on January 6, 1994 with the
  Securities and Exchange Commission.  According to such filing, the named entities held sole, shared or no voting and
  dispositive power over the shares as follows:  Gabelli Funds, Inc. - 169,500 shares (sole voting and dispositive power),
  GAMCO Investors, Inc. - 1,148,800 shares (sole voting and dispositive power) and 104,700 shares (no voting and sole
  dispositive power) and Gabelli & Company, Inc. - 6,800 shares (shared voting and dispositive power).  Mr. Mario J. Gabelli
  is the majority shareholder of Gabelli Funds, Inc. and individually owns 6,600 shares (sole voting and dispositive power) of
  the Company's Common Stock.
(b)Based on the information supplied by the named entities in a joint filing on Schedule 13D made on October 10, 1991 with the
  Securities and Exchange Commission.  According to such filing, the named entities held sole, shared or no voting and
  dispositive power over the shares as follows:  Tinicum Enterprises, Inc. - 214,000 shares (sole voting and dispositive power);
  Tinicum Investors, L.P. - 73,904 shares (sole voting and dispositive power); RIT Capital Partners plc (RIT) - 132,311 shares
  (shared voting and dispositive power); J. Rothschild Holdings plc (no voting or dispositive power); J. Rothschild Capital
  Management Limited (JRCML) - 132,311 shares (shared voting and dispositive power); St. James's Place Capital plc (no
  voting or dispositive power); and Putnam L. Crafts, Jr. - 84,085 shares (sole voting and dispositive power).  The filing
  indicates that pursuant to a discretionary management agreement between RIT and JRCML, JRCML serves as the investment
  manager of RIT's investment portfolio and pursuant to such agreement has the authority on behalf of RIT's investment
  portfolio and pursuant to such agreement has the authority on behalf of RIT to vote and dispose of RIT's shares.  Eric M.
  Ruttenberg, a director of the Company, is affiliated with Tinicum Enterprises, Inc. and Tinicum Investors, L.P.
(c)Based on information supplied by Mrs. Miller in a filing on Schedule 13D made on August 21, 1989, with the Securities and
  Exchange Commission and modified subsequently by a letter to the Company dated March 22, 1994.  According to such
  information, the shareholdings indicated by Mrs. Miller include 3,883 shares held in a fiduciary capacity in which she has a
  beneficial interest and shared voting and dispositive power, and 306,216 shares held by Mrs. Miller as to which she has sole
  voting and dispositive power.  The amount of shares held and percent of ownership does not include 64,906 shares held by
  Hallowell Foundation, established in 1956 by H. Thomas Hallowell, Jr.,  of which the Company is informed Mrs. Miller is a
  trustee.
(d)Based on information supplied by Pinnacle Associates Ltd. in a filing on Schedule 13G made on February 11, 1992 with the
  Securities and Exchange Commission.  According to such filing, the named entity held sole voting power over 258,500
  shares; shared voting power over 27,500 shares; sole dispositive power over 284,600 shares; and shared dispositive power
  over 1,400 shares.
(e)Based on information supplied by Mr. Hallowell to the Company.  According to such information, the shareholdings
  indicated by Mr. Hallowell include 245 shares held in a fiduciary capacity in which he has a beneficial interest and shared
  voting and dispositive power, and 264,095 shares held by Mr. Hallowell as to which he holds sole voting and dispositive
  power.  The amount of shares held and percent of ownership shown does not include 64,906 shares held by the Hallowell
  Foundation established in 1956 by H. Thomas Hallowell, Jr., of which the Company is informed Mr. Hallowell is a trustee. 
  Mr. Hallowell has disclaimed beneficial ownership of such shares.
</TABLE>
<PAGE>
<PAGE> 32

         Information   pertaining  to  the  voting  securities  of  the  Company
beneficially  owned,  as of July  31,  1994,  by  each  director,  by the  Chief
Executive Officer and the four other most highly compensated executive officers,
and by the group  consisting of such persons and the Company's  other  executive
officers (the "Group") is set forth below. This information has been supplied in
each instance by the named individuals.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Name of Individual or      Amount and Nature of    Acquirable       Percent of
Number of Persons         Beneficial Ownership      Within        Class if More
in Group                   of Common Stock(a)     60 Days(b)         Than 1%      Titles
- -------------------------------------------------------------------------------------------------------------------
<S>                          <C>                   <C>              <C>           <C>
Charles W. Grigg                10,000                 0                 --       Chairman and Chief
                                                                                  Executive Officer,
                                                                                  Director
Howard T. Hallowell, III      264,340                  0                5.2%      Director
John Francis Lubin                110              1,265                 --       Director
Paul F. Miller, Jr.            11,000              2,530                 --       Director
Eric M. Ruttenberg                  0(c)           1,702                 --       Director
Raymond P. Sharpe                   0                  0                 --       Director
Harry J. Wilkinson             11,600             59,283                1.4%      President and Chief
                                                                                  Operating Officer,   
                                                                                  Director
Aaron Nerenberg                 2,670             19,002                 --       Vice President, General
Counsel and                                                                       Secretary
John P. McGrath                 2,676             26,444                 --       Vice President, Corporate
                                                                                  Services
John M. Morrash                    95             11,000                 --       Treasurer and Assistant Secretary
All Directors & Executive
Officers as a Group
(12 persons)                  303,791            147,535                8.6%
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(a)    The individuals named in the table or included in the Group each
       exercise  sole voting and dispositive power over the shares owned by
       them except for 5,621 shares held by certain members of the Group, over
       which such members have shared voting and dispositive power.

(b)    Represents shares which may be acquired within 60 days of July 31, 1994
       through the exercise of stock options under the Company's SPS 1988
       Long Term Incentive Stock Plan.

(c)    Eric M. Ruttenberg is affiliated with Tinicum Enterprises, Inc.
       ("Enterprises") and Tinicum Investors, L.P. ("Investors") which have
       direct beneficial ownership of 214,000 and 73,944 shares of Common
       Stock, respectively.  Based on understandings with certain other
       beneficial owners of shares of Common Stock as set forth in Schedule
       13D filed on October 10, 1991 with the Securities and Exchange
       Commission with respect to such shares, Enterprises and Investors may
       be deemed to have indirect beneficial ownership of an additional
       216,396 shares of Common Stock, directly owned by such other beneficial
       owners.  Mr. Ruttenberg disclaims beneficial ownership of any shares of
       Common Stock beneficially owned directly or indirectly by Enterprises,
       Investors or such other beneficial owners.
<PAGE>
<PAGE> 33

                   CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

         The following is a general  discussion of certain  anticipated  federal
income tax  consequences  under  present law to holders of Common Stock upon the
issuance  (the  "Issuance")  of Rights and to Rights  Holders upon  exercise and
disposition  of the Rights.  This  discussion is based on the  provisions of the
Internal Revenue Code of 1986, as amended (the "Tax Code"), final, temporary and
proposed  Treasury  regulations  thereunder,  and  administrative  and  judicial
interpretations thereof, all as in effect as of the date hereof and all of which
are subject to change (possibly on a retroactive basis).  Legislative,  judicial
or  administrative  changes  or  interpretations  could  alter or modify the tax
discussion set forth below.  This  discussion  dose not purport to deal with all
aspects of federal income  taxation that may be relevant to a particular  Rights
Holder in light of such Rights Holder's personal investment  circumstances or to
certain types of Rights Holders  subject to special  treatment under the federal
income laws (e.g., life insurance companies,  tax exempt organizations,  foreign
corporations and nonresident aliens). No attempt is made to consider any aspects
of  state,  local  or  foreign  taxation.  Finally,   substantial  uncertainties
resulting from the lack of definitive  judicial or administrative  authority and
interpretations  apply to various tax issues addressed  herein.  The Company has
not sought,  nor does it intend to seek,  any rulings  from the IRS  relating to
such issues or any other issues.

         EACH RIGHTS  HOLDER IS URGED TO CONSULT  SUCH RIGHTS  HOLDER'S  OWN TAX
ADVISOR AS TO THE SPECIFIC TAX  CONSEQUENCES OF THE RIGHTS OFFERING WITH RESPECT
TO SUCH RIGHTS HOLDER'S OWN PARTICULAR TAX SITUATION,  INCLUDING THE APPLICATION
AND EFFECT OF THE TAX CODE, AS WELL AS STATE, LOCAL AND FOREIGN INCOME AND OTHER
TAX LAWS.

Issuance of the Rights

         Holders of Common Stock will not recognize taxable income,  for federal
income tax purposes, in connection with the receipt of the Rights.

Basis and Holding Period of the Rights

         Unless a shareholder  elects otherwise (as provided in (ii) below),  if
the fair market  value of the Rights on the date of Issuance is less than 15% of
the fair market value (on the date of Issuance) of the Common Stock with respect
to which  the  Rights  are  received,  the  basis of the  Rights  received  by a
shareholder as a distribution with respect to shareholder's Common Stock will be
zero. If, however, either (i) the fair market value of the Rights on the date of
Issuance is 15% or more of the fair market  value (on the date of  Issuance)  of
the Common  Stock with  respect  to which the  Rights are  received  or (ii) the
shareholder elects, in his or her federal income tax return for the taxable year
in which the Rights are  received,  to allocate part of the basis of such Common
Stock  to the  Rights,  then  upon  exercise  or  transfer  of the  Rights,  the
shareholder will allocate such shareholder's  basis in such Common Stock between
the Common Stock and the Rights in  proportion to the fair market values of each
on the date of Issuance,  except that,  in either case,  no  allocation of basis
will be made to the Rights if the Rights expire unexercised.  The holding period
of a shareholder  with respect to the Rights  received as a distribution on such
shareholder's Common Stock will include the shareholder's holding period for the
Common  Stock with  respect to which the Rights were  issued.  With respect to a
purchaser of Rights,  the tax basis of such Rights will be equal to the purchase
price paid therefor and the holding period for such Rights will begin on the day
following the date of purchase.

Transfer of the Rights

         Holders of Common  Stock who sell the Rights  received in the  Issuance
prior to exercise will recognize  gain or loss equal to the  difference  between
the sale proceeds and the basis of such shareholder, if any, in the Rights sold.
Such  gain or loss will be  capital  gain or loss if gain or loss from a sale of
Common Stock held by such shareholder  would be characterized as capital gain or
loss at the time of such sale.  Any gain or loss  recognized on a sale of Rights
acquired by purchase  will be capital  gain or loss if Common  Stock  would,  if
acquired by the seller, be a capital asset in the hands of such seller.
<PAGE>
<PAGE> 34

Lapse of the Rights

         Upon  the  lapse  of any  Rights  received  by  Rights  Holders  on the
Issuance,  such  Rights  Holders  will not  recognize  any gain or loss,  and no
adjustment  will be made to the basis of the Common Stock, if any, owned by such
Rights Holders. Upon the expiration of any Rights purchased by purchasers of the
Rights,  such  purchasers will be entitled to a loss equal to their tax basis in
the Rights.  Any loss recognized on the expiration of the Rights acquired by the
purchase  will be a capital  loss if Common  Stock  would,  if  acquired  by the
seller, be a capital asset in the hands of such seller.

Exercise of the Rights; Basis and Holding Period of the
Common Stock Acquired through Exercise

         Rights Holders will not recognize any gain or loss upon the exercise of
such Rights.  The basis of the Common Stock acquired through the exercise of the
Rights will be equal to the sum of the Exercise  Price therefor and any basis of
the Rights  Holder in such  Rights.  The  holding  period  for the Common  Stock
acquired through exercise of the Rights will commence on the date the Rights are
exercised.

Net Operating Loss Carryovers of the Company

         As of December 31, 1993,  the Company had  $29,310,000 of net operating
loss (NOLs)  carryforwards  available to reduce future taxable  income.  The net
operating loss carryforwards expire as follows:  $650,000 in 1995, $1,470,000 in
1996,  $1,900,000 in 1997,  $2,290,000 in 1998 and $23,000,000 in 2008. The NOLs
are not currently subject to a use limitation under Section 382 of the Tax Code.

         If the Company were to undergo an ownership  change in the future,  all
of the NOLs would become subject to an annual use  limitation  under Section 382
of the Tax Code.  The annual  limitation  would be determined  based on the fair
market value of the Company and the long-term tax exempt rate  prescribed by the
IRS as of the change date.  Generally,  an ownership change in the Company would
occur if there has been a change in ownership of any one or more 5% shareholders
of more than fifty  percentage  points in the stock of the Company  within three
years.

         The Company does not expect the Rights Offering,  in and of itself,  to
result in an ownership change within the meaning of Section 382 of the Tax Code.
However,  depending on the mix of Rights  Holders  exercising the Rights and the
number of shares  purchased  pursuant to the  Standby  Purchase  Agreement,  the
Rights  Offering  may  result  in  increases  in the  ownership  of one or  more
shareholders  of the Company of as much as ten percentage  points,  although the
increase  is likely to be less than that  amount.  Under  existing  regulations,
direct public groups which currently own Common Stock will be deemed to exercise
the Rights  Offering  to  purchase  50% of such direct  public  groups'  current
percentage  ownership  interest in the Company (increased to the extent that the
Company has actual knowledge that additional  Underlying Shares are purchased by
members of  existing  direct  public  groups  and  limited so that the number of
Underlying  Shares actually  issued to shareholders  when added to the number of
Underlying Shares deemed issued to existing direct public groups does not exceed
the total  number of  Underlying  Shares  issued in the  Rights  Offering).  Any
remaining   Underlying  Shares  purchased  by  shareholders  which  are  not  5%
shareholders  will  be  deemed  purchased  by  a  new  public  group.  Moreover,
transactions  in the Common Stock  independent of the Rights  Offering  (whether
before or after the Rights  Offering) and transactions in the stock of corporate
shareholders of the Company are beyond the control of the Company and thus could
result in additional  increases in the ownership of one or more 5%  shareholders
and could trigger an ownership change.

         With respect to limitation under the Tax Code's alternative minimum tax
system,  only 90 percent of a corporation's  annual alternative  minimum taxable
income may be offset by NOLs.  Therefore,  the  Company  will be required to pay
alternative  minimum tax at a minimum  effective rate of two percent (10% of the
20%  alternative  minimum tax rate) in any taxable  year during  which they have
alternative  minimum  taxable  income and their  regular tax is fully  offset by
NOLs.  Payment of that  alternative  tax will  entitle  the  Company to a credit
against regular tax liability in subsequent tax years.
<PAGE>
<PAGE> 35

         Although the Company  believes its  calculations  of the aggregate NOLs
and the NOLs subject to annual limitation are reasonable, the NOLs and the other
items on the  Company's  tax returns are subject to audit by the IRS. Due to the
lack of specific guidance on certain  significant issues, the Company's position
with respect to some or all of the items making up the NOLs could be  challenged
by the IRS.  Also,  the IRS could claim that the Company is not entitled to some
of the losses that make up a significant portion of the NOLs.

         While the Company believes that it is justified in taking the positions
that is has  taken  with  respect  to the  NOLs,  the law  with  respect  to the
treatment  of some of the items making up the NOLs is unclear or  unsettled.  If
the IRS were to  successfully  disallow some or all of the Company's  NOLs,  the
Company  would be able to offset less of its taxable  income with NOLs and other
tax deductions.  The partial or complete elimination of the Company's NOLs could
have an adverse impact on future projected cash flows of the Company.

                                 LEGAL MATTERS

         The  validity of the issuance of the Rights and the  Underlying  Shares
has been passed upon for the Company by Aaron Nerenberg,  General Counsel of the
Company.

                                    EXPERTS

         The consolidated  balance sheets of SPS Technologies,  Inc. at December
31,  1993 and 1992,  the  statements  of  consolidated  operations,  changes  in
shareholders'  equity and cash  flows for each of the three  years in the period
ended December 31, 1993, and the financial  statement  schedules included in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993
incorporated by reference in this Prospectus  have been  incorporated  herein in
reliance upon the report (which includes an explanatory  paragraph regarding the
Company's  change in method of  accounting  for income taxes and  postretirement
benefits  other  than  pensions  in  1992) of  Coopers  &  Lybrand,  independent
accountants,  given on the  authority  of that firm as experts in  auditing  and
accounting.

<PAGE>
<PAGE> 36
<TABLE>
<CAPTION>
===============================================================================           ===================================
<S>                                                                                       <C>
     No person,  salesperson or other individual has been authorized to give any
information or to make any representation in connection with this offering other
than those contained in this Prospectus and, if given or made, such information                SPS TECHNOLOGIES, INC.
or representations must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell, or a solicitation                  515,000  Shares
of an offer to buy, any securities other than the registered securities to which                    Common Stock
it relates, or to any  person in any jurisdiction  where such an offer or                    Par Value $1.00 Per Share 
solicitation will be unlawful. Neither the delivery of this Prospectus  nor
any sale  made  hereunder shall, under  any circumstances, create an implication
that there has not been any change in the facts set forth in this  Prospectus
or in the affairs of the Company  since the date hereof or that the information
contained  herein is correct as of any time subsequent to its date.

                   -------------                                                                   ---------------

                 TABLE OF CONTENTS                                                                   PROSPECTUS

                                                                                                   ---------------
                                                              Page
                                                              ----
Available Information  ................................
Incorporation of Certain Documents
  by Reference.........................................
Prospectus Summary.....................................
Risk Factors...........................................
Use of Proceeds........................................
Capitalization.........................................
The Rights Offering....................................
The Standby Purchase Agreement.........................                                            ____________, 1994
Description of Capital Stock...........................        
Price Range of Common Stock and
  Dividend Policy......................................
Security Ownership of Certain Persons..................
Certain Federal Income Tax Considerations..............
Legal Matters..........................................
Experts................................................
==============================================================================            ===================================
</TABLE>

<PAGE>
<PAGE> 37

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.

Securities and Exchange Commission Registration Fee ...... $4,761.53
*Accounting fees and expenses
*Legal fees and expenses
*Blue Sky fees and expenses
*Purchasers' fee
*Subscription Agent fees and expenses
*Information Agent fees and expenses
*Printing and Engraving expenses
*Mailing expenses
*Miscellaneous expenses

Total expenses ...........................................            $
                                                                      =========
- -----------------------

*To be provided by amendment

         All of the fees and other expenses of the Registration Statement will
be borne by the Company.

Item 15.  Indemnification of Directors and Officers.

         Sections  1741  through  1750  of  Subchapter  D,  Chapter  17,  of the
Pennsylvania  Business  Corporation Law of 1988 (the "BCL") contains  provisions
for mandatory and discretionary  indemnification  of a corporation's  directors,
officers and other personnel, and related matters.

         Under Section 1741, subject to certain  limitations,  a corporation has
the  power  to  indemnify   directors  and  officers  under  certain  prescribed
circumstances against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement  actually and reasonably  incurred in connection with
an  action  or  proceeding,   whether   civil,   criminal,   administrative   or
investigative,  to  which  any of them  is a  party  by  reason  of his  being a
representative, director or officer of the corporation or serving at the request
of the  corporation as a  representative  of another  corporation,  partnership,
joint  venture,  trust or other  enterprise,  if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the corporation and, with respect to any criminal proceeding,  had no reasonable
cause to believe his conduct was unlawful.  Under Section 1743,  indemnification
is mandatory to the extent that the officer or director has been  successful  on
the  merits  or  otherwise  in  defense  of  any  action  or  proceeding  if the
appropriate standards of conduct are met.

         Section 1742 provides for  indemnification in derivative actions except
in respect of any claim,  issue or matter as to which a person has been adjudged
to be liable to the  corporation  unless and only to the extent  that the proper
court  determines upon application  that,  despite the adjudication of liability
but in  view  of all  circumstances  of the  case,  the  person  is  fairly  and
reasonably entitled to indemnity for the expenses that the court deems proper.
<PAGE>
<PAGE> 38

         Section  1744  provides   that,   unless   ordered  by  a  court,   any
indemnification under Section 1741 or 1742 shall be made by the corporation only
as authorized in the specific case upon a determination  that the representative
met the applicable  standard of conduct,  and such determination will be made by
the board of  directors  (i) by a  majority  vote of a quorum of  directors  not
parties to the action or proceeding;  (ii) if a quorum is not obtainable,  of if
obtainable and a majority of disinterested  directors so directs, by independent
legal counsel; or (iii) by the shareholders.

         Section 1745 provides that expenses  incurred by an officer,  director,
employee or agent in defending a civil or criminal  action or proceeding  may be
paid by the  corporation  in advance of the final  disposition of such action or
proceeding  upon  receipt of an  undertaking  by or on behalf of such  person to
repay such amount if it shall  ultimately  be  determined  that he or she is not
entitled to be indemnified by the corporation.

         Section 1746 provides  generally that, except in any case where the act
or failure to act giving rise to the claim for  indemnification is determined by
a  court  to  have  constituted   willful   misconduct  or   recklessness,   the
indemnification  and  advancement of expenses  provided by Subchapter 17D of the
BCL shall not be deemed  exclusive of any other rights to which a person seeking
indemnification  or  advancement  of expenses  may be entitled  under any bylaw,
agreement,  votes of shareholders or disinterested directors or otherwise,  both
as to  action  in his or her  official  capacity  and as to  action  in  another
capacity while holding that office.

         Section  1747 also grants to a  corporation  the power to purchase  and
maintain  insurance on behalf of any director or officer  against any  liability
incurred by him or her in his or her capacity as officer or director, whether or
not the  corporation  would have the power to  indemnify  him or her against the
liability under Subchapter 17D of the BCL.

         Sections 1748 and 1749 extend the  indemnification  and  advancement of
expenses  provisions  contained  in  Subchapter  17D  of the  BCL  to  successor
corporations  in  fundamental   changes  and  to   representatives   serving  as
fiduciaries of employee benefit plans.

         Section 1750  provides  that the  indemnification  and  advancement  of
expenses  provided by, or granted pursuant to, Subchapter 17D of the BCL, shall,
unless otherwise  provided when authorized or ratified,  continue as to a person
who has ceased to be a director,  officer,  employee or agent and shall inure to
the benefit of the heirs and personal representative of such person.

         For information  regarding provisions under which a director or officer
of the Company may be insured or indemnified in any manner against any liability
which he or she may incur in his or her  capacity as such,  reference is made to
Article IX of the Company's  Bylaws,  which provides in general that the Company
shall  indemnify  its officers,  directors,  employees and agents to the fullest
extent authorized by law.

         The Company has directors' and officers'  liability  insurance covering
certain  liabilities  incurred by the officers  and  directors of the Company in
connection with the performance of their duties.
<PAGE>
<PAGE> 39

Item 16.  Exhibits and Financial Statement Schedules.

         Exhibits

           4.1 --    Amended and Restated Articles of Incorporation 
                     (incorporated by reference to Form 10-K for the year 
                     ended December 31, 1990)

           4.2 --    Bylaws, as amended, effective April 29, 1993
                     (incorporated by reference to Form 10-Q for the quarter
                     ended March 31, 1993)

         **4.3 --    Specimen of Common Stock Certificate

         **4.4 --    Form of Subscription Certificate

          *4.5 --    Form of Registration Rights Agreement between the
                     Company, the Purchasers and the Investors

           4.6 --    Rights Agreement dated as of November 11, 1988,
                     between the Company and Mellon Bank (East), N.A.
                     (incorporated by reference to Form 8-K filed
                     November 17, 1988)

           4.7 --    Amendment No. 1 to Rights Agreement dated January 22,
                     1991 (incorporated by reference to Form 8-K filed
                     January 25, 1991)

          *4.8 --    Form of Amendment No. 2 to Rights Agreement

         **4.9 --    Agreement between the Company and Mellon Bank, N.A.,
                     Subscription Agent

         **5.1 --    Opinion of Aaron  Nerenberg,  General  Counsel
                     to the Company, regarding legality of the securities

         *10.1 --    Form of Standby Purchase Agreement

          10.2 --    SPS  1988  Long  Term  Incentive  Stock  Plan  as
                     amended,  effective  February  2,  1989  (incorporated
                     by reference  to  Exhibit  10a to the  Annual  Report
                     on Form 10-K for the year ended December 31, 1988)

        **10.3 --    Agreement between the Company and Georgeson &
                     Company Inc., Information Agent

         *23.1 --    Consent of Coopers & Lybrand L.L.P., independent public
                     accountants, as to the Company

         *23.2 --    Awareness letter of Coopers & Lybrand L.L.P., independent
                     public accountants, as to the Company

        **23.3 --    Consent of Aaron Nerenberg, General Counsel to the Company
                     (contained in his opinion to be filed as Exhibit 5.1 to
                     this Registration Statement)

         *24.1 --    Powers of Attorney (included in signature page of the
                     Registration Statement)
- -----------------------

    *Filed herewith.

   **To be filed by Amendment.
<PAGE>
<PAGE> 40

Item 17.  Undertakings.

         A.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant  to the  foregoing  provisions  or  otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

         B. The undersigned  Registrant  hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         C.   The undersigned Registrant hereby undertakes that:

                 (1)  For  purposes  of  determining  any  liability  under  the
              Securities  Act,  the   information   omitted  from  the  form  of
              prospectus  filed  as  part  of  this  Registration  Statement  in
              reliance  upon Rule  430A and  contained  in a form of  prospectus
              filed  by the  Registrant  pursuant  to Rule  424(b)(1)  or (4) or
              497(h) under the Securities Act shall be deemed to be part of this
              Registration Statement as of the time it was declared effective.

                 (2) For the  purpose of  determining  any  liability  under the
              Securities Act each post-effective  amendment that contains a form
              of prospectus shall be deemed to be a new  registration  statement
              relating to the securities  offered  therein,  and the offering of
              such  securities  at that time  shall be deemed to be the  initial
              bona fide offering thereof.

                 (3) To remove from  registration  by means of a  post-effective
              amendment  any of the  securities  being  registered  which remain
              unsold at the termination of the Rights Offering.




<PAGE>
<PAGE> 41


                                  SIGNATURES

                 Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,     in    Jenkintown,     Commonwealth    of    Pennsylvania,     on
August 26, 1994.

                                            SPS TECHNOLOGIES, INC.


                                            By: /S/ Aaron Nerenberg
                                               ---------------------------------
                                               Aaron Nerenberg, Vice President,
                                               General Counsel and Secretary

                 KNOW ALL MEN BY THESE  PRESENTS,  that each of the  undersigned
officers and Directors of SPS TECHNOLOGIES, INC., a Pennsylvania corporation, do
hereby  constitute and appoint Charles W. Grigg,  Harry J. Wilkinson and Paul F.
Miller,   Jr.  and  each  of  them  acting  singly,   as  his  true  and  lawful
attorney-in-fact  for him and in his name,  to sign,  execute,  deliver and file
with the Securities and Exchange Commission a Registration Statement on Form S-3
under the Securities Act of 1933, and any and all amendments  thereto (including
post-effective amendments) and any and all certificates,  letters,  applications
or other  documents  connected  therewith which such  attorney-in-fact  may deem
necessary or advisable for the registration under such Act of said corporation's
shares of common stock, $1.00 par value, and to take any and all action that the
said  attorney-in-fact  may deem  necessary  or  desirable in order to carry out
fully the intent of the foregoing  appointment,  hereby  ratifying and approving
the acts of said attorney-in-fact.
<PAGE>
<PAGE> 42

                 Pursuant to the  requirements  of the  Securities  Act of 1933,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
   Signature                          Title                          Date
   ---------                          -----                          ----
<S>                            <C>                                <C>

/S/ Charles W. Grigg           Chairman, Chief Executive          August 26, 1994
- ------------------------------ Officer and Director             
Charles W. Grigg             

/S/ Harry J. Wilkinson         President, Chief                   August 26, 1994
- ------------------------------ Operating Officer and Director
Harry J. Wilkinson 

/S/ John P. McGrath            Vice President Corporate           August 26, 1994
- ------------------------------ Services
John P. McGrath

/S/ Aaron Nerenberg            Vice President, General            August 26, 1994
- ------------------------------ Counsel and Secretary
Aaron Nerenberg 

/S/ John M. Morrash            Treasurer and                      August 26, 1994
- ------------------------------ Assistant Secretary
John M. Morrash                    

/S/ William M. Shockley        Controller                         August 26, 1994
- ------------------------------
William M. Shockley

/S/ Howard T. Hallowell, III   Director                           August 26, 1994
- -----------------------------
Howard T. Hallowell, III

/S/ John Francis Lubin         Director                           August 26, 1994
- -----------------------------
John Francis Lubin

/S/ Paul F. Miller, Jr.        Director                           August 26, 1994
- -----------------------------
Paul F. Miller, Jr.

/S/ Eric M. Ruttenberg         Director                           August 26, 1994
- -----------------------------
Eric M. Ruttenberg


/S/ Raymond P. Sharpe          Director                           August 26, 1994
- -----------------------------
Raymond P. Sharpe
</TABLE>



<PAGE>
<PAGE> 43

                                EXHIBIT INDEX

  Exhibit                                                              Page
  Number        Exhibit Description                                    Number
  -------       -------------------                                    ------

   4.1 --    Amended and Restated Articles of Incorporation 
             (incorporated by reference to Form 10-K for the year 
             ended December 31, 1990)

   4.2 --    Bylaws, as amended, effective April 29, 1993
             (incorporated by reference to Form 10-Q for the quarter
             ended March 31, 1993)

 **4.3 --    Specimen of Common Stock Certificate

 **4.4 --    Form of Subscription Certificate

  *4.5 --    Form of Registration Rights Agreement between the
             Company, the Purchasers and the Investors

   4.6 --    Rights Agreement dated as of November 11, 1988,
             between the Company and Mellon Bank (East), N.A.
             (incorporated by reference to Form 8-K filed
             November 17, 1988)

   4.7 --    Amendment No. 1 to Rights Agreement dated January 22,
             1991 (incorporated by reference to Form 8-K filed
             January 25, 1991)

  *4.8 --    Form of Amendment No. 2 to Rights Agreement

 **4.9 --    Agreement between the Company and Mellon Bank, N.A.,
             Subscription Agent

 **5.1 --    Opinion of Aaron  Nerenberg,  General  Counsel
             to the Company, regarding legality of the securities

 *10.1 --    Form of Standby Purchase Agreement

  10.2 --    SPS  1988  Long  Term  Incentive  Stock  Plan  as
             amended,  effective  February  2,  1989  (incorporated
             by reference  to  Exhibit  10a to the  Annual  Report
             on Form 10-K for the year ended December 31, 1988)

**10.3 --    Agreement between the Company and Georgeson &
             Company Inc., Information Agent

 *23.1 --    Consent of Coopers & Lybrand L.L.P., independent public
             accountants, as to the Company

 *23.2 --    Awareness letter of Coopers & Lybrand L.L.P., independent
             public accountants, as to the Company

**23.3 --    Consent of Aaron Nerenberg, General Counsel to the Company
             (contained in his opinion to be filed as Exhibit 5.1 to
             this Registration Statement)

 *24.1 --    Powers of Attorney (included in signature page of the
             Registration Statement)
- -----------------------

    *Filed herewith.

   **To be filed by Amendment.

<PAGE>

<PAGE>
<PAGE> 1  Exhibit 4.5 (REGISTRATION RIGHTS AGREEMENT)

                                            Exhibit 4.5

             REGISTRATION RIGHTS AGREEMENT


          REGISTRATION RIGHTS AGREEMENT (this
"Agreement"), dated as of ____________, 1994, by and
among the parties listed on Schedule I hereto (each a
"Purchaser" and collectively the "Purchasers"), the
parties listed on Schedule II hereto (each an
"Investor" and collectively the "Investors") and SPS
Technologies, Inc., a Pennsylvania corporation (the
"Company");

                 W I T N E S S E T H:

          WHEREAS, the Company, the Purchasers and the
Investors have entered into a Standby Purchase
Agreement, dated as of ________, 1994 (the "Standby
Purchase Agreement");

          WHEREAS, in order to induce the Purchasers
and the Investors to enter into the Standby Purchase
Agreement the Company has agreed to provide the
registration rights set forth in this Agreement; and

          WHEREAS, the Standby Purchase Agreement
requires that the Company, the Purchasers and the
Investors enter into this Agreement;

          NOW, THEREFORE, in consideration of the
mutual agreements and covenants contained herein and
other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties
hereto hereby agree as follows:

          1.   Certain Definitions.

          Capitalized terms that are not otherwise
defined in this Agreement shall have the meanings
ascribed to them in the Standby Purchase Agreement.  As
used in this Agreement, the following capitalized terms
shall have the meanings set forth below:

          Affiliate.  "Affiliate" shall have the
     meaning ascribed to that term in Rule 12b-2 of the
     Rules and Regulations under the Exchange Act.

          Common Stock.  "Common Stock" shall mean the
     common stock, $1.00 par value per share, of the
     Company.

          Exchange Act.  "Exchange Act" shall mean the
     Securities Exchange Act of 1934, as amended.

          Holder.  "Holder" shall mean any Purchaser,
     any Investor, any Affiliate of any Purchaser or
     Investor and any person to whom Registrable
     Securities may be transferred by any Purchaser,
     any Investor or any Affiliate of any Purchaser or
     Investor.

<PAGE>
<PAGE> 2  Exhibit 4.5 (REGISTRATION RIGHTS AGREEMENT)

           Registrable Securities.  "Registrable
     Securities" shall mean any shares of Common Stock
     Beneficially Owned by the Holders from time to
     time (whether currently owned or hereafter
     acquired), which in the aggregate represent a
     percentage of the Total Voting Power not in excess
     of the Percentage Limitation.  The term
     "Registrable Securities" shall also include any
     securities issued in exchange for (including,
     without limitation, by way of stock split or in
     connection with a combination of shares,
     recapitalization, merger, consolidation or
     otherwise) or as a dividend on Registrable
     Securities.

          Registration Expenses.  "Registration
     Expenses" shall mean all expenses incident to the
     Company's performance of or compliance with the
     registration requirements set forth in this
     Agreement including, without limitation, the
     following: (i) the fees, disbursements and
     expenses of the Company's counsel and accountants
     in connection with any registration of Registrable
     Securities pursuant to this Agreement; (ii) the
     reasonable fees, disbursements and expenses of one
     counsel selected by the Holders in connection with
     any registration of Registrable Securities
     pursuant to this Agreement; (iii) all expenses in
     connection with the preparation, printing and
     filing of the registration statement, any
     preliminary prospectus or final prospectus, any
     other offering document and amendments and
     supplements thereto and the mailing and delivering
     of copies thereof to any underwriters and dealers;
     (iv) the cost of printing or producing any 
     agreement(s) among underwriters, underwriting
     agreement(s), blue sky or legal investment
     memoranda, selling agreements and any other
     documents in connection with the offering, sale or
     delivery of the Registrable Securities pursuant to
     this Agreement; (v) all expenses in connection
     with the qualification of the Registrable
     Securities for offering and sale under state
     securities laws, including the fees and
     disbursements of counsel for the underwriter(s) in
     connection with such qualification and in
     connection with any blue sky and legal investment
     surveys; and (vi) any filing fees incident to the
     registration of Registrable Securities pursuant to
     this Agreement.

          SEC.  "SEC" shall mean the United Sates
     Securities and Exchange Commission.

          Securities Act.  "Securities Act" shall mean
     the Securities Act of 1933, as amended.

<PAGE>
<PAGE> 3  Exhibit 4.5 (REGISTRATION RIGHTS AGREEMENT)

           2.   Securities Subject to this Agreement.

          (a)  The securities entitled to the benefits
of this Agreement are the Registrable Securities.

          (b)  As to any proposed offer or sale of
Registrable Securities, such securities shall cease to
be Registrable Securities when (i) a registration
statement with respect to the sale of such securities
shall have become effective under the Securities Act
and such securities shall have been disposed of
pursuant to such registration statement or (ii) such
securities shall have been transferred or sold to any
Person other than a Holder.

          (c)  Subject to Section 2(b), the demand
registration rights and the piggyback registration
rights provided under Sections 3 and 4 of this
Agreement shall terminate upon the earlier to occur of
(i) _________, 2002 and (ii) such time as counsel for
the Company shall have delivered to the Purchasers and
Investors an opinion (which counsel and opinion shall
be satisfactory to the Purchasers and Investors) that
all of the Registrable Securities Beneficially Owned by
the Purchasers, the Investors and their respective
Affiliates can be sold without restriction or
registration under the Securities Act.

          3.   Registration Request.

          (a)  From and after ____________, 1997 and
until the termination of this Agreement, upon the
written request for the registration of Registrable
Securities by Holders who Beneficially Own 30% of more
of the then Registrable Securities, the Company shall
use its best efforts to cause the Registrable
Securities specified in such request to be registered
(a "Demand Registration") as expeditiously as possible
under the Securities Act so as to permit the sale
thereof in the manner specified in such request and in
connection therewith prepare and file, on such
appropriate form as the Company in its reasonable
discretion shall determine, a registration statement (a
"Demand Registration Statement") under the Securities
Act to effect such Registration and seek to have such
Demand Registration Statement become effective as
promptly as practicable; provided, however, that each
such request shall (i) specify the number of shares of
Registrable Securities intended to be offered and sold,
(ii) express the present intention of the Holders to
offer or cause the offering of such Registrable
Securities for sale, (iii) describe the nature or
method of the proposed offer and sale thereof and (iv)
contain an undertaking by the Holders to provide all
such information and materials and to take all such
action as may be required in order to permit the
Company to comply with all applicable requirements of
the SEC and to obtain any desired acceleration of the
effective date of such Demand Registration Statement
and; provided, further, that no such request shall be
for the registration of Registrable Securities having a
market value that is less than $5,000,000 at the time
of such request.

<PAGE>
<PAGE> 4  Exhibit 4.5 (REGISTRATION RIGHTS AGREEMENT)

           (b)  Upon any Demand Registration Statement
becoming effective pursuant to this Section 3, the
Company shall use its best efforts to keep such Demand
Registration Statement current and effective for such
period of time as shall be necessary to effect the
distribution of Registrable Securities in the manner
specified by the Holders in the notice delivered to the
Company pursuant to Section 3(a); provided, however,
that such period shall not exceed nine months with
respect to a shelf registration or six months with
respect to any other registration.

          (c)  Notwithstanding the foregoing:
  
               (i)  the Company shall be entitled to
          postpone for a reasonable period of time the
          filing of any Demand Registration Statement
          otherwise required to be prepared and filed
          by it (A) if the Company would be required to
          disclose in such Demand Registration
          Statement the existence of any fact relating
          to a material business transaction not
          otherwise required to be disclosed or (B) if
          a registration at the time and on the terms
          requested would materially adversely affect
          any proposed equity financing by the Company
          that had been contemplated by the Company
          prior to receipt of notice delivered to the
          Company pursuant to Section 3(a); provided,
          however, that in no event may the Company
          delay the filing of a Demand Registration
          Statement for more than 90 days; and

               (ii) the Company shall not be obligated
          to file a Demand Registration Statement
          pursuant to this Section 3 during the 180-day
          period following the effective date of any
          other registration statement filed by the
          Company in connection with an underwritten
          primary or a secondary offering of its
          securities.

          (d)  The obligation of the Company to effect
Demand Registrations in accordance with this Section 3
shall expire after two separate Demand Registration
Statements shall have become effective pursuant to this
Agreement.  A Demand Registration Statement shall not
be deemed to have become effective for purposes of the
preceding sentence:

               (i)  if, after a Demand Registration
          Statement has become effective such Demand
          Registration Statement is interfered with by
          any stop order, injunction or other order or
          requirement of the SEC or other governmental
          authority for any reason other than an act or
          omission of the Holders requesting such
          registration; or

               (ii)  if the Company voluntarily takes
          any action that would result in the Holders
          not being able to sell the Registrable
          Securities covered by such Demand
          Registration Statement during the period
          specified in Section 3(b).

<PAGE>
<PAGE> 5  Exhibit 4.5 (REGISTRATION RIGHTS AGREEMENT)

           (e)  If the Company files a Demand
Registration Statement pursuant to this Section 3 for
an underwritten offering, the Company shall be entitled
to include in such Demand Registration Statement, as
part of such underwritten offering, additional shares
of the Common Stock to be sold for the account of the
Company or for any other Person(s), on the same terms
and conditions as the shares of Common Stock being sold
by the Holders; provided, however, that if the managing
underwriter(s) of such offering advises in writing that
in their opinion the inclusion in such Demand
Registration Statement of all Common Stock proposed to
be included by the Company and such other Person(s)
would result in a total number of shares of Common
Stock in excess of the number of shares of Common Stock
which can be sold in such offering or would
substantially affect the price that the Holders could
otherwise obtain in such offering, then the number of
shares of Common Stock to be included in such Demand
Registration Statement for the account of the Company
or such other Person(s) shall be reduced to such number
that the managing underwriter(s) advise could be
included in such underwriting without interfering with
the successful marketing and pricing of the Registrable
Securities proposed to be sold by the Holders.

          (f)  the Company shall pay all Registration
Expenses incurred in connection with any Demand
Registration effected pursuant to this Section 3.  The
Holders shall pay all underwriting discounts and
commissions attributable to the Registrable Securities
sold by the Holders pursuant to Demand Registration
Statement and the fees and expenses of any advisor(s)
other than the one counsel whose fees and expenses are
expressly included in the Registration Expenses.

          4.   Incidental Registration

          (a)  If the Company at any time proposes to
register any of its securities ("Other Securities")
under the Securities Act (other than a registration on
Form S-4 or S-8 or an S-3 registration statement which
relates solely to a dividend reinvestment plan or
employee purchase plan), whether or not for sale for
its own account, it will each such time give written
notice to the Holders of its intention to do so at
least 30 days prior to the anticipated filing date of
the registration statement relating to such
registration.  Such notice shall offer the Holders the
opportunity to include in such registration statement
(a "Piggyback Registration Statement") such number of
Registrable Securities as the Holders may request. 
Upon the written request of the Holders made within 10
days after the receipt of the Company's notice (which
request shall specify the number of Registrable
Securities intended to be disposed of and the intended
method of disposition thereof), the Company will use
its best efforts to effect, in connection with the
registration of the Other Securities, the registration
(a "Piggyback Registration") under the Securities Act
of all Registrable Securities which the Company has
been so requested to register by the Holders, to the
extent required to permit the disposition (in
accordance with such intended method or methods thereof
as aforesaid) of the Registrable Securities to be so

<PAGE>
<PAGE> 6  Exhibit 4.5 (REGISTRATION RIGHTS AGREEMENT)

registered; provided, that if at any time after giving
such written notice of its intention to register any
Other Securities and prior to the effective date of the
Piggyback Registration Statement, the Company shall
determine for any reason not to register the Other
Securities, the Company may, at its election, give
written notice of such determination to the Holders and
thereupon the Company shall be relieved of its
obligation to register such Registrable Securities in
connection with the registration of such Other
Securities (but not from its obligation to pay
Registration Expenses to the extent incurred n
connection therewith as provided in Section 4(f) or its
obligation to effect subsequent Piggyback Registrations
pursuant to this Section 4).

          (b)  If a Piggyback Registration is to be:

          (i)  an underwritten primary registration on
     behalf of the Company, and the managing
     underwriter(s) advise the Company in writing that
     in their opinion the total number of securities
     requested to be included in such registration
     would exceed the number of securities which can be
     sold in such offering or would substantially
     affect the price that the Company could otherwise
     obtain in such offering, the Company shall include
     in such registration: (1) first, up to the full
     number of securities the Company proposes to sell,
     (2) second, up to the full number of securities
     that the Holders propose to sell and (3) third, up
     to the full number of securities that the managing
     underwriter(s) advise can be so sold, allocated
     pro rata among the holders of Other Securities
     (other than the securities sold by the Company)
     (the "Other Holders) who have also requested
     registration on the basis of the number of
     securities requested to be included therein by
     such Other Holders; or 

          (ii) an underwritten secondary registration
     on behalf of a holder of Common Stock demanding
     registration (an "Initiating Holder"), and the
     managing underwriter(s) advise the Company in
     writing that in their opinion the total number of
     securities requested to be included in such
     registration would exceed the number of securities
     which can be sold in such offering or would
     substantially affect the price that the Initiating
     Holder could otherwise obtain in such offering,
     the Company shall include in such registration:
     (1) first, up to the full number of Other
     Securities the Initiating Holder proposes to sell,
     (2) second, up to the full number of securities
     that the Holders propose to sell and (3) third, up
     to the full number of securities that the managing
     underwriter(s) advise can be so sold, allocated
     pro rata among the Company and any Other Holders
     (other than the Initiating Holder) who have also
     requested registration on the basis of the number
     of securities requested to be included therein by
     the Company and such Other Holders.

<PAGE>
<PAGE> 7  Exhibit 4.5 (REGISTRATION RIGHTS AGREEMENT)

           (c)  The Company shall not be required to
     effect any Piggyback Registration under this
     Section 4 incidental to the registration of any of
     its securities in connection with dividend
     reinvestment plans or stock option or other
     employee benefit plans.

          (d)  No Piggyback Registration effected under
     this Section 4 shall relieve the Company of its
     obligation to effect Demand Registrations pursuant
     to Section 3.

          (e)  The Company shall pay all Registration
     Expenses in connection with any Piggyback
     Registration effected pursuant to this Section 4. 
     The Holders shall pay all underwriting discounts
     or commissions attributable to the Registrable
     Securities sold by the Holders pursuant to
     Piggyback Registration Statement and the fees and
     expenses of any advisor(s) other than the one
     counsel whose fees and expenses are expressly
     included in the Registration Expenses.

          5.   Registration Procedures.

          (a)  In connection with any offering of
Registrable Securities pursuant to this Agreement, the
Company (i) shall furnish to the Holders without charge
such number of copies of any prospectus (including any
preliminary prospectus) and prospectus supplement as
they may reasonably request in order to effect the
offering and sale of the Registrable Securities to be
offered and sold, but only while the Company shall be
required under the provisions hereof to cause the
registration statement to remain current and effective,
and (ii) take such action as shall be necessary to
qualify the Registrable Securities covered by such
registration statement under such blue sky or other
state securities laws as the Holders shall request;
provided, however, that the Company shall not be
obligated to qualify as a foreign corporation to do
business under the laws of any jurisdiction in which it
shall not be then qualified or to file any general
consent to service of process.

          (b)  If requested, the Company shall enter
into an underwriting agreement with an investment
banking firm selected by the Company (and reasonably
satisfactory to the Holders) in connection with a
Piggyback Registration, or with a nationally recognized
investment banking firm selected by the Holders (and
reasonably acceptable to the Company) in connection
with a Demand Registration.  In either case, such
underwriting agreement shall contain such
representations, warranties, indemnities and agreements
as are then customarily included in underwriting
agreements with relating to secondary public offerings. 

<PAGE>
<PAGE> 8  Exhibit 4.5 (REGISTRATION RIGHTS AGREEMENT)

           (c)  In connection with any offering of
Registrable Securities registered pursuant to this
Agreement, the Company shall (i) furnish the Holders,
at the Company's expense, with unlegended certificates
representing ownership of the Registrable Securities
which are sold in such offering in such denominations
as the Holders shall request and (ii) instruct the
transfer agent and registrar of the Common Stock to
release any stop transfer orders with respect to the
Registrable Securities so sold.

          (d)  In connection with the Company's
obligations pursuant to Sections 3 and 4 hereof, the
Company will:

               (i) before filing a registration
          statement or prospectus or any amendments or
          supplements thereto, furnish to counsel for
          the Holders, copies of all such documents
          proposed to be filed, which documents will be
          subject to such counsel's review and
          comments;

               (ii) cause the prospectus to be
          supplemented by any required prospectus
          supplement, and as so supplemented to be
          filed pursuant to Rule 424 under the
          Securities Act;

               (iii)  notify each Holder of Registrable
          Shares covered by the registration statement
          promptly: (A) when the prospectus or any
          prospectus supplement or post-effective
          amendment has been filed, and, with respect
          to the registration statement or any post-
          effective amendment, when the same has become
          effective; (B) of any request by the SEC for
          any amendments or supplements to the
          registration statement or the prospectus or
          for additional information; (C) of the
          issuance by the SEC of any stop order
          suspending the effectiveness of the
          registration statement or the initiation of
          any proceedings for that purpose; (D) if, at
          any time prior to the closing contemplated by
          an underwriting agreement entered into in
          connection with such registration statement,
          that the representations and warranties of
          the Company contemplated by Section 5(b)
          above cease to be true and correct; (E) of
          the receipt by the Company of any
          notification with respect to the suspension
          of the qualification of the Registrable
          Securities for sale in any jurisdiction or
          the initiation or threatening of any
          proceeding for such purpose; and (F) of the
          happening of any event which make any
          statement made in the registration statement,
          the prospectus or any document incorporated
          therein by reference untrue or which requires
          the making of any changes in the registration
          statement, the prospectus or any document
          incorporated therein by reference in order to
          make the statements therein not misleading;

<PAGE>
<PAGE> 9  Exhibit 4.5 (REGISTRATION RIGHTS AGREEMENT)

                (iv)  make every reasonable effort to
          obtain the withdrawal of any order suspending
          the effectiveness of the registration
          statement;

               (v)  furnish to each Holder of
          Registrable Securities covered by the
          registration statement, without any
          additional charge, one manually signed copy
          of the Registration Statement and any post-
          effective amendment thereto, including
          financing statements and schedules, all
          documents incorporated therein by reference
          and all exhibits (including those
          incorporated by reference);

               (vi) upon the occurrence of any event
          contemplated by paragraph (d)(iii)(F) above,
          prepare a supplement or post-effective
          amendment to the registration statement, the
          related prospectus or any document
          incorporated therein by reference or file any
          other required document so that, as
          thereafter delivered to the purchasers of the
          Registrable Securities, the prospectus will
          not contain an untrue statement of a material
          fact or omit to state any material fact
          necessary to make the statements therein not
          misleading;

               (vii)  cause all Registrable Securities
          covered by the registration statement to be
          listed on each securities exchange on which
          similar securities issued by the Company are
          then listed if requested by the Holders
          thereof or the managing underwriter(s), if
          any;

                (viii) (A)  obtain opinions of counsel
          to the Company and updates thereof addressed
          to the Holders and the underwriter(s), if
          any, covering the matters customarily covered
          in opinions requested in underwritten
          offerings and such other matters as may be
          reasonably requested by the Holder and the
          underwriter(s), if any; and (B) obtain "cold
          comfort" letters and updates thereof from the
          Company's independent certified public
          accountants addressed to the Holders and the
          underwriter(s), if any, such letters to be in
          customary form and covering matters of the
          type customarily covered in "cold comfort"
          letters by accountants in connection with
          underwritten offerings.  The above shall be
          done at each closing under such underwriting
          or similar agreement or as and to the extent
          required thereunder;

<PAGE>
<PAGE> 10  Exhibit 4.5 (REGISTRATION RIGHTS AGREEMENT)

                (ix)  make available for inspection, in
          connection with the preparation of a
          registration statement pursuant to this
          Agreement, by a representative of the Holders
          of Registrable Securities covered by the
          registration statement, and any attorney or
          accountant retained by such Holders, all
          financial and other records and pertinent
          corporate documents and properties of the
          Company, and cause the Company's officers,
          directors and employees to supply all
          information reasonably requested by any such
          representative, attorney or accountant;
          provided, that any records, information or
          documents that are designated by the Company
          in writing as confidential shall be kept
          confidential by such persons unless
          disclosure of such records, information or
          documents is required by court or
          administrative order; and

               (x)  otherwise use its best efforts to
          comply with all applicable rules and
          regulations of the SEC.

          6.   Indemnification and Contribution.

          (a)  In the case of each offering effected
pursuant to this Agreement, the Company agrees to
indemnify and hold the Holders, the underwriter(s), and
each person who controls any of the foregoing within
the meaning of Section 15 of the Securities Act,
harmless against any and all losses, claims, damages or
liabilities (collectively, "Losses") to which they or
any of them may become subject under the Securities Act
or any other statute or common law or otherwise, and to
reimburse them for any reasonable legal or other
expenses incurred by them in connection with
investigating any claims and defending any actions,
insofar as any such Losses shall arise out of or shall
be based upon (i) any untrue statement or alleged
untrue statement of a material fact contained in the
registration statement relating to the sale of such
Registrable Securities, or the omission or alleged
omission to state therein a material fact required to
be stated therein or necessary to make the statements
therein not misleading, or (ii) any untrue statement or
alleged untrue statement of a material fact contained
in any preliminary prospectus (as amended or
supplemented if the Company shall have filed with the
SEC any amendment thereof or supplement thereof), if
used prior to the effective date of such registration
statement, or contained in the prospectus (as amended
or supplemented if the Company shall have filed with
the SEC any amendment thereof or supplement thereof,
including the information deemed part of such
registration statement pursuant to Rule 430A), if used
within the period during which the Company shall be
required to keep the registration statement to which
such prospectus relates current and effective pursuant
to the terms of this Agreement, or the omission or
alleged omission to state therein (if so used) a
material fact necessary in order to make the statements
therein, in light of the circumstances under which they
were made, not misleading; provided, however, that the

<PAGE>
<PAGE> 11  Exhibit 4.5 (REGISTRATION RIGHTS AGREEMENT)

indemnification agreement contained in this Section
6(a) shall not apply to Losses which arise out of or
are based upon any such untrue statement or alleged
untrue statement, or any such omission or alleged
omission, if such statement or omission shall have been
made in reliance upon and in conformity with
information furnished in writing to the Company by the
Holders specifically for use in connection with the
preparation of the registration statement or any
preliminary prospectus or prospectus contained in the
registration statement or any such amendment thereof or
supplement thereto.

          (b)  In the case of each offering effected
pursuant to this Agreement, the Holders and
underwriter(s) shall agree, severally, in the same
manner and to the same extent as set forth in Section
6(a) to indemnify and hold harmless the Company and
each person, if any, who controls the Company within
the meaning of Section 15 of the Securities Act, its
directors and those officers of the Company who shall
have signed any such registration statement, for Losses
arising out of any statement in or omission from such
registration statement or any preliminary prospectus
(as amended or as supplemented, if amended or
supplemented as aforesaid) or prospectus contained in
such registration statement (as amended or as
supplemented, if amended or supplemented as aforesaid),
if such statement or omission shall have been made in
reliance upon and in conformity with information
furnished in writing to the Company by the Holders or
the underwriter(s), as the case may be, specifically
for use in connection with the preparation of such
registration statement or any preliminary prospectus or
prospectus contained in such registration statement or
any such amendment thereof or supplement thereto;
provided, however, that with respect to any statement
or omission made in any preliminary prospectus, the
indemnity agreement contained in this Section 6(b)
shall not apply with respect to the Holders to the
extent that any such Losses arise out of or are based
upon the fact that a current copy of the prospectus was
not sent or given to a person asserting such Losses at
or prior to the written confirmation of the sale of the
Registrable Securities if such current copy of the
prospectus would have cured the defect giving rise to
such Losses.

          (c)  Each party indemnified under Sections
6(a) or 6(b) shall, promptly after receipt of notice of
any claim against, or the commencement of any action
against, such indemnified party in respect of which
indemnity may be sought, notify the indemnifying party
in writing of the commencement thereof.  The omission
of any indemnified party to so notify an indemnifying
party of any such action shall not relieve the
indemnifying party from any liability in respect of
such action which it may have to such indemnified party
on account of the indemnity agreement in Section 6(a)
or 6(b), unless and to the extent the indemnifying
party was prejudiced by such omission, and in no event
shall relieve the indemnifying party from any other
liability which it may have to such indemnified party. 
In case any such action shall be brought against any
indemnified party and it shall notify an indemnifying
party of the commencement thereof, the indemnifying
party shall be entitled to participate therein and, to

<PAGE>
<PAGE> 12  Exhibit 4.5 (REGISTRATION RIGHTS AGREEMENT)

the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the
defense thereof, with counsel satisfactory to such
indemnified party, and after notice from the
indemnifying party to such indemnified party of its
election so to assume the defense thereof, the
indemnifying party shall not be liable to such
indemnified party under Sections 6(a) or 6(b) for any
legal or other expenses subsequently incurred by such
indemnified party in connection with the defense
thereof other than reasonable costs of investigations;
provided, however, that the indemnifying party shall
not be entitled to assume the defense of the
indemnified party if in the reasonable judgment of such
indemnified party based on advice of counsel, a
conflict of interest may exist between such indemnified
party and any other indemnified parties with respect to
such claim.

          (d)  The Company, the Holders and the
underwriter(s) shall also agree that if and to the
extent that the indemnification provided under Sections
6(a) or 6(b) shall be held unenforceable, the Company,
the Holders and the underwriter(s) shall contribute to
the aggregate Losses arising in connection with any
offering effected pursuant to this Agreement in such
proportion as is appropriate to reflect the relative
benefits to and the relative fault of the Company, the
Holders and the underwriter(s) as well as any other
relevant equitable considerations.  The relative fault
of a party shall be determined by reference to, among
other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged
omission to state a material fact relates to
information supplied by such party and each party's
relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or
omission.  The parties agree that it would not be just
and equitable if contribution pursuant to this Section
6(d) were determined by pro rata allocation or by any
other method of allocation which does not take into
account the equitable considerations referred to above. 
No person guilty of fraudulent misrepresentation
(within the meaning of Section 11 of the Securities
Act) shall be entitled to contribution from any person
who was not also guilty of such fraudulent
misrepresentation.

          (e)  No Holder shall be liable for
indemnification or contribution under this Section 6 in
an aggregate amount that exceeds the net proceeds
received by such Holder and its Affiliates in
connection with an offering effected pursuant to this
Agreement.

<PAGE>
<PAGE> 13  Exhibit 4.5 (REGISTRATION RIGHTS AGREEMENT)

           7.   Miscellaneous.

          (a)  Restrictions on Public Sale by the
Company.  The Company covenants and agrees that (i) it
shall not effect any public sale or distribution of any
securities similar to those being registered pursuant
to this agreement, or any securities convertible into
or exchangeable or exercisable for such securities
(except pursuant to a registration statement on Form S-
4 or S-8) during the thirty (30) days prior to, and
during the one-hundred eight (180) day period beginning
on, the effective date of any registration statement
relating to the Registrable Securities or the
commencement of a public distribution of Registrable
Securities pursuant to such registration statement, and
(ii) that any agreement entered into after the date
hereof pursuant to which the Company agrees to issue
any privately placed securities shall contain a
provision under which holders of such securities agree
not to effect any public sale or distribution of any
such securities during the period described in
clause (i) above (except as part of the registration
referred to in such clause (i), if permitted),
including any sales pursuant to Rule 144 under the
Securities Act.

          (b)  Registration Rights.  The Company
covenants and agrees that, prior to _______________,
2002, it will not grant registration rights to any
other person unless the Holders shall be entitled to
have included in any registration effected pursuant to
Section 4 of this Agreement all Registrable Securities
requested by them to be so included pro rata with the
inclusion of any securities requested to be registered
by such person pursuant to incidental registration
rights so granted.

          (c)  Adjustments Affecting Registrable
Securities.  The Company will not take any action, or
permit any change to occur, with respect to the
Registrable Securities which would adversely affect the
ability of the Holders to include Registrable
Securities in a registration effected pursuant to this
Agreement.

          (d)  Governing Law and Severability.  This
Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania without giving effect to
conflicts of law principles thereof.  If any provision
of this Agreement shall be declared invalid or
unenforceable by a court of competent jurisdiction, the
remaining provisions hereof shall remain valid and
continue in effect.

          (e)  Binding Effect on Successor.  This
Agreement shall be binding upon and inure to the
benefit of the Company, the Purchasers, the Investors
and their respective successors and assigns (including
successors resulting from any merger, consolidation,
reorganization or transfer of assets).

<PAGE>
<PAGE> 14  Exhibit 4.5 (REGISTRATION RIGHTS AGREEMENT)

           (f)  Specific Performance.  The Purchasers,
the Investors and the Company acknowledge and agree
that irreparable injury would occur in the event that
any of the provisions of this Agreement were not
performed in accordance with their specific terms or
were otherwise breached and that such injury would not
be compensable in damages.  The parties agree that they
shall be entitled to specific enforcement of, and
injunctive relief to prevent, any violation of the
terms hereof, and no party will take action, directly
or indirectly, in opposition to another party seeking
such relief on the grounds that any other remedy or
relief is available at law or in equity.  The parties
further agree that no bond shall be required as a
condition to the granting of such relief.

          (g)  No Waiver.  Any waiver by any party of a
breach of any provision of this Agreement shall not
operate as or be construed to be a waiver of any other
breach of such provision or of any breach of any other
provision of this Agreement.  The failure of a party to
insist upon strict adherence to any term of this
Agreement on any one or more occasions shall not be
considered a waiver or deprive that party of the right
thereafter to insist upon strict adherence to that term
or any other term of the Agreement.

          (h)  Entire Agreement; Amendments.  This
Agreement, together with the Standby Purchase
Agreement, contains the entire understanding of the
parties with respect to the subject matter hereof and
thereof.  There are no restrictions, agreements,
promises, representations, warranties, covenants or
undertakings other than those expressly set forth
herein or therein.  This Agreement may be amended only
by a written instrument duly executed by the parties or
their respective successors or assigns.

          (i)  Headings.  The section headings
contained in the Agreement are for reference purposes
only and shall not effect in any way the meaning or
interpretation of this Agreement.

          (j)  Notices.  All notices, requests, claims,
demands and other communications hereunder shall be in
writing and shall be given in the manner specified in
the Standby Purchase Agreement.

          (k)  Further Assurances.  From time to time
on and after the date hereof, the Company, the
Purchasers and the Investors shall deliver or cause to
be delivered such further documents and instruments and
shall do and cause to be done such further acts as
shall be reasonably required to carry out the
provisions and purposes of this Agreement.

          (l)  Counterparts.  This Agreement may be
executed in one or more counterparts, each of which
shall be deemed an original and all of which together
shall be deemed one and the same Agreement.

<PAGE>
<PAGE> 15  Exhibit 4.5 (REGISTRATION RIGHTS AGREEMENT)

           IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first above written.

                              SPS TECHNOLOGIES, INC.


                              By:_____________________
                                 Name:
                                 Title:


                              PURCHASERS:


                              ________________________


                              INVESTORS:



                              ________________________



<PAGE>

<PAGE>
<PAGE> 1  Exhibit 4.8

                                                      Exhibit 4.8


               AMENDMENT NO. 2 TO RIGHTS AGREEMENT


          This Amendment No. 2 ("Amendment No. 2"), dated as of

____________, 1994, to the Rights Agreement, dated as of November

11, 1988, between SPS Technologies, Inc., a Pennsylvania

corporation (the "Company") and Mellon Bank (East) N.A., a

national banking association (the "Rights Agent"), as amended by

Amendment No. 1 thereto dated as of January 22, 1991

(collectively, the "Rights Agreement").

          Capitalized terms not defined in this Amendment No. 2

shall have the meaning given to them in the Rights Agreement.

          The parties hereto agree to amend the Rights Agreement

as follows:

          1.   Section 1(j) shall be amended and restated as

follows:

          (j)  "Exempted Person" shall mean (i) the group known

as "GAMCO Investors/Gabelli Funds Inc.", as identified in the

most recent Schedule 13D filed by such group prior to January 22,

1991, unless and until such group or any Person in such group,

together with all Affiliates and Associates of such group or any

Person in such group, becomes the Beneficial Owner of 30% or more

of the Common Shares then outstanding, and (ii) the group known

as "Tinicum Enterprises/Tinicum Investors", as identified in

Amendment No. 6 to the Schedule 13D filed by such group prior to

the date hereof, and as such group may be reconstituted from time

to time by Affiliates and Associates of Persons in such group,

unless and until such group or any Person in such group, together

with all Affiliates and Associates of such group or any Person in

such group, becomes the Beneficial Owner of more than 20% of the

Common Shares then outstanding.  The purchaser, assignee or

transferee of the Common Stock of an Exempted Person shall not be

an Exempted Person.

          2.   Except as otherwise amended herein, the Company

and the Rights Agent do hereby ratify and confirm the remaining

terms and provisions of the Rights Agreement.

<PAGE>
<PAGE> 2  Exhibit 4.8

          IN WITNESS WHEREOF, the parties hereto have caused this

Amendment No. 2 to be duly executed as of the day and year first

above written within.



                              SPS Technologies, Inc.



                              By______________________

                                Name:

                                Title:



                              Mellon Bank (East) N.A.



                              By______________________

                                Name:

                                Title:


<PAGE>

<PAGE>
<PAGE> 1  Exhibit 10.1 (STANDBY PURCHASE AGREEMENT)

                                                     Exhibit 10.1

                   STANDBY PURCHASE AGREEMENT


     STANDBY PURCHASE AGREEMENT, dated as of ________, 1994 (the
"Agreement"), by and among the Persons listed on Schedule I
hereto (each a "Purchaser" and collectively the "Purchasers"),
the Persons listed on Schedule II hereto (each an "Investor" and
collectively the "Investors") and SPS Technologies, Inc., a
Pennsylvania corporation (the "Company").  Purchasers, Investors
and the Company are sometimes collectively referred to as the
"Parties" or individually as a "Party".

                            RECITALS

     A.  In connection with the raising of funds to reduce debt
under the Company's Bank Credit Agreement and for other corporate
purposes, the Company proposes to distribute to the record
holders of its common stock, par value $1.00 per share (the
"Common Stock"), subscription rights (the "Subscription Rights")
to subscribe for and purchase up to approximately 515,000 shares
of Common Stock (together with a like number of associated rights
under the Company's Amended Rights Agreement (as defined below),
the "Underlying Shares") at a purchase price of $______ per share
(the "Subscription Price").

     B.  The Company desires to sell to Purchasers, and
Purchasers desire to purchase from the Company all Underlying
Shares which, as of the date the Subscription Rights expire (the
"Expiration Date"), have not been subscribed for by the exercise
of the Subscription Rights (the "Remaining Shares").

     C.  The issuance of the Subscription Rights and the purchase
of the Common Stock upon the exercise of the Subscription Rights
are herein collectively referred to as the "Rights Offering".

     D.  Contemporaneously with the execution of this Agreement,
the Company will (i) amend the Rights Agreement dated as of
November 11, 1988, and amended by Amendment No. 1 thereto dated
as of January 22, 1991 between the Company and Mellon Bank (East)
N.A., as Rights Agent, by executing Amendment No. 2 thereto dated
as of ___________, 1994, substantially in the form attached
hereto as Exhibit    ("Amendment No. 2") (collectively the
"Amended Rights Agreement"); and (ii) enter into the Registration
Rights Agreement among the Company, Purchasers and Investors,
dated as of ___________, 1994 (the "Registration Rights
Agreement").

     E.  The Rights Offering and the purchase of the Remaining
Shares by Purchasers pursuant to this Agreement, the Amended
Rights Agreement and the Registration Rights Agreement are herein
collectively referred to as the "Transactions".

     NOW, THEREFORE, in consideration of the promises and the
mutual covenants and agreements of the Parties, and other good
and valuable consideration, the receipt and legal sufficiency of
which are hereby acknowledged, and subject to the terms and
conditions hereof, the Parties agree as follows:

<PAGE>
<PAGE> 2  Exhibit 10.1 (STANDBY PURCHASE AGREEMENT)

1.   TERMS OF THE RIGHTS OFFERING

     The terms of the Rights Offering will be as follows:

     1.1  The Rights Offering.  The Company will distribute to
holders of Common Stock on the record date established by the
Board of Directors, Subscription Rights to subscribe for and
purchase the Underlying Shares.  No fractional Subscription
Rights or cash in lieu thereof will be distributed or paid by the
Company.

     1.2  Basic Subscription Privilege.  Each holder of
Subscription Rights will be entitled to purchase at the
Subscription Price, on or prior to the Expiration Date (which
shall not be later than _________, 1994), one share of Common
Stock (and one (1) right issued pursuant to the Amended Rights
Agreement (the "Rights")) for each Subscription Right held (the
"Basic Subscription Privilege").  Purchasers shall exercise
Purchasers' Basic Subscription Privilege by payment in full of
the Subscription Price prior to the Expiration Date and otherwise
pursuant to the terms of this Agreement. 

     1.3  Registration Statement.  The Company has filed with the
Securities and Exchange Commission ("SEC") a registration
statement on Form S-3 (as it has been and may be amended, the
"Registration Statement"), under the 1933 Act, including the
prospectus included therein (as it has been and may be amended,
the "Prospectus"), and (LIST OF AMENDMENTS, IF ANY), for the
registration under the 1933 Act of the offering and sale of the
Underlying Shares.  The Company may file one or more amendments
to the Registration Statement or Prospectus, each of which will
be furnished to and consented to by Purchasers prior to the
filing thereof with the SEC, which consent shall not be
unreasonably withheld or delayed (it being understood that the
withholding of such consent shall be deemed to be reasonable if
the proposed amendment reflects a change in the size of the
Rights Offering, the Subscription Price, an extension of the
Expiration Date by more than twenty (20) days, or a material
modification of any other principal term of the Rights Offering).

     1.4  Other Terms and Amendments to the Rights Offering. 
Subject to the provisions of paragraphs 1.1 and 1.2, all other
terms of the Rights Offering are as described in the Prospectus.

2.   PURCHASE AND SALE OF REMAINING SHARES

     2.1  Purchase and Sale of Remaining Shares.  Upon the terms
and conditions of this Agreement, the Company shall sell to
Purchasers, and Purchasers shall purchase from the Company the
Remaining Shares.  The closing of the purchase of the Remaining
Shares by Purchasers (the "Closing"/"Closing Date") will take
place (i) on the fifth (5th) business day following the
Expiration Date, or (ii) at such other time and date as the
Parties may designate by mutual written agreement.  At Closing,
the Company shall deliver to Purchasers (or their representative)
stock certificates representing the Remaining Shares registered
in the names and denominations requested by Purchasers in a
written notice delivered to the Company at least two (2) business
days prior to the Closing Date.  Purchasers shall pay the
aggregate purchase price for the Remaining Shares by delivery to
the Company by wire transfer of immediately available funds in an
amount equal to the result obtained by multiplying (x) the
Subscription Price by (y) the number of Remaining Shares.  

<PAGE>
<PAGE> 3  Exhibit 10.1 (STANDBY PURCHASE AGREEMENT)

     2.2  It is understood and agreed among the Parties that in
no event shall the total size of the Rights Offering exceed
515,000 shares or $_______________ in gross proceeds.

     2.3  Purchasers' Acquisition and Beneficial Ownership of
Stock.  Purchasers covenant and agree that Purchasers (i) will
exercise their Basic Subscription Privilege in full, and (ii)
will purchase the Remaining Shares at the Subscription Price at
Closing.  Further, the Company acknowledges that (x) Purchasers
may acquire Subscription Rights from other shareholders and
exercise the Basic Subscription Privilege associated therewith
prior to the Expiration Date, and (y) Purchasers and Investors
may purchase shares of Common Stock after the Rights Offering.

3.  Purchaser's and Investor's Representations and Warranties

     3.1  Purchaser's and Investor's Representations and
Warranties.  Each Purchaser and Investor individually represents
and warrants to the Company that:

          3.1 (a)  If such Purchaser or Investor is other than an
individual, such Purchaser or Investor is duly authorized and has
all requisite corporate or other power to execute, deliver and
perform this Agreement and the Registration Rights Agreement and
to consummate the Transactions contemplated hereby and thereby,
and no other corporate or other proceedings on the part of such
Purchaser or Investor are necessary; 

          3.1 (b)  This Agreement and the Registration Rights
Agreement have been duly executed and delivered by such Purchaser
or Investor and, assuming due execution and delivery of this
Agreement and the Registration Rights Agreement by the Company,
each is a valid and binding agreement of such Purchaser or
Investor and is enforceable against such Purchaser or Investor in
accordance with its terms, except to the extent that (i)
enforcement hereof may be limited by (A) bankruptcy,
reorganization, insolvency, fraudulent transfer, moratorium or
other laws now or hereafter in effect relating to creditors'
rights generally, and (B) general principles of equity
(regardless of whether enforceability is considered in a
proceeding at law or in equity), and (ii) rights to contribution
and indemnification may be violative of the public policy
underlying any law, rule or regulation (including any federal or
state securities law, rule or regulation); 

          3.1 (c)  If such Purchaser or Investor is other than an
individual, the execution, delivery and performance by such
Purchaser or Investor of this Agreement and the Registration
Rights Agreement and the purchase of and Beneficial Ownership of
the Common Stock by such Purchaser pursuant to this Agreement
does not violate or conflict with or result in a breach of or
constitute (or with notice or lapse of time or both constitute) a
default under such Purchaser's or Investor's certificate of
incorporation, partnership agreement or by-laws or similar
organizational documents; 

<PAGE>
<PAGE> 4  Exhibit 10.1 (STANDBY PURCHASE AGREEMENT)

          3.1 (d)  No consent, approval, waiver, permit, order or
authorization of, or registration, declaration, notification or
filing with any governmental authority is required, with respect
to such Purchaser or Investor acting individually or the
Purchasers or Investors acting collectively, in connection with
execution and delivery of this Agreement, the Rights Offering,
the Registration Rights Agreement and the Amended Rights
Agreement by Purchasers and Investors or the consummation of the
Transactions contemplated hereby and thereby by Purchasers and
Investors, except with respect to (i) the 1933 Act; (ii) the 1934
Act; (iii) the blue sky laws of various states; (iv) the
requirements of the New York Stock Exchange (the "Exchange
Requirements"); and (v) a "no action letter" to Purchasers from
the SEC with respect to Purchasers' compliance with the 1934 Act
in connection with purchases of Subscription Rights contemplated
by paragraph 2.3 hereof (the "No Action Letter"); 

          3.1 (e)  Such Purchaser is acquiring the Common Stock
for his or its own account for the purpose of investment and not
with a view to or for sale in connection with any distribution
thereof; 

          3.1 (f)  The Transactions to be consummated pursuant to
this Agreement by Purchasers and Investors on or prior to the
Closing Date hereunder are not subject to the reporting
requirements of the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended (the "HSR Act"); and

          3.1 (g)  Purchasers have adequate capital to fulfill
their obligations under this Agreement.

     3.2  Limited Representations and Warranties.  Except as set
forth in this Section 3, the Purchasers and Investors make no
other representation, express or implied, to the Company.

4.   Company's Representations and Warranties

     4.1  Company's Representations and Warranties.  The Company
represents and warrants to the Purchasers and Investors that:

          4.1 (a)  The Company is a corporation duly organized, in
good standing and presently subsisting under the laws of the
Commonwealth of Pennsylvania and has the corporate power to own
its respective properties and to carry on its respective
businesses as now being conducted, and is in good standing in
every jurisdiction in which the nature of the respective business
conducted or property owned by it makes such qualification
necessary, except for a failure which would not have a material
adverse effect on the business, financial condition, liabilities
or results of operations of the Company and its subsidiaries; 

          4.1 (b)  The Company is duly authorized and has all
requisite corporate power to execute, deliver and perform this
Agreement, the Rights Offering, the Amended Rights Agreement and
the Registration Rights Agreement and to consummate each of the
Transactions contemplated hereby and thereby, and no other
corporate or other proceedings on the part of the Company are
necessary; 

<PAGE>
<PAGE> 5  Exhibit 10.1 (STANDBY PURCHASE AGREEMENT)

          4.1 (c)  Each of this Agreement, the Amended Rights
Agreement and the Registration Rights Agreement has been duly
executed and delivered by the Company, is a valid and binding
agreement of the Company, and assuming due execution and delivery
of this Agreement and the Registration Rights Agreement by the
Purchasers and Investors, is enforceable against the Company in
accordance with its terms, except to the extent that (i)
enforcement hereof may be limited by (A) bankruptcy,
reorganization, insolvency, fraudulent transfer, moratorium or
other laws now or hereafter in effect relating to creditors'
rights generally, and (B) general principles of equity
(regardless of whether enforceability is considered in a
proceeding at law or in equity), and (ii) rights to contribution
and indemnification may be violative of the public policy
underlying any law, rule or regulation (including any federal or
state securities law, rule or regulation);

          4.1 (d)  The execution, delivery and performance by the
Company of this Agreement, the Rights Offering, the Rights
Agreement and the Registration Rights Agreement do not violate or
conflict with or result in a breach of or constitute or give rise
to (or with notice or lapse of time or both constitute or give
rise to) a default or a right of acceleration or termination
under (i) the Articles of Incorporation or Bylaws (or any similar
organizational document) of the Company or any of its
subsidiaries, or (ii) any indenture, mortgage, bond, license,
lease, permit, loan or credit agreement or any other material
agreement to which the Company or any of its subsidiaries is a
party, or by which the Company or any of its subsidiaries, or any
of its or their properties or assets may be bound, or (iii) any
statute, law, rule or regulation or any judgment or award, or any
order, writ, injunction or decree pertaining to the Company or
any of its subsidiaries; 

          4.1 (e)  No consent, approval, waiver, permit, order or
authorization of, or registration, declaration, notification or
filing with any governmental authority is required in connection
with the execution and delivery of this Agreement, the Rights
Offering, the Registration Rights Agreement and the Amended
Rights Agreement by the Company or the consummation of the
Transactions contemplated hereby and thereby by the Company,
except with respect to (i) the 1933 Act; (ii) the 1934 Act; (iii)
the blue sky laws of various states; and (iv) the Exchange
Requirements; and provided, however, that with respect to the HSR
Act, this representation is made in reliance upon and subject to
the accuracy of the representation set forth in Section 3.1(f).

          4.1 (f)  The Subscription Rights, when issued and
delivered in accordance with the terms of the Rights Offering,
will be validly issued, and no holder thereof is or will be
subject to personal liability by reason of being such a holder;
the Remaining Shares and the shares of Common Stock issuable upon
the exercise of the Subscription Rights and the Rights to be
issued in connection therewith, when issued or delivered and paid
for in accordance with the terms of the Rights Offering and this
Agreement, will be validly issued, fully paid and non-assessable,
and no holder thereof is or will be subject to personal liability
by reason of being such a holder; and the issuance of the
Remaining Shares and the shares of Common Stock issuable upon the
exercise of the Subscription Rights will not be subject to the
preemptive rights of any shareholder of the Company;

<PAGE>
<PAGE> 6  Exhibit 10.1 (STANDBY PURCHASE AGREEMENT)

          4.1 (g)  The Company has taken all valid corporate
action to duly reserve such number of its authorized treasury
shares of Common Stock as are deliverable upon consummation of
purchases of Common Stock pursuant to the Rights Offering and
this Agreement, and such shares of Common Stock are listed on the
New York Stock Exchange in accordance with all Exchange
Requirements and will continue to be so listed after the sale
hereof to the Purchasers;

          4.1 (h)  The authorized capital stock of the Company
consists of 30,000,000 shares of Common Stock;

          4.1 (i)  As of the date hereof (i) 5,108,148 shares of
Common Stock are issued and outstanding, all of which are validly
issued, fully paid and non-assessable, and (ii) 1,253,458 shares
of Common Stock are held in Treasury, and except for the
Subscription Rights, the Rights and (_______) shares of Common
Stock issuable upon exercise of options granted pursuant to the
"SPS 1988 Long Term Incentive Stock Plan", as amended, there are
no options, warrants, preemptive rights or other rights, or
convertible securities outstanding providing for the issuance by
the Company of any Common Stock or agreements, arrangements or
commitments of any nature relating to the issued or unissued
capital stock of the Company or obligating the Company to issue
or sell any shares of capital stock or equity interest in the
Company; 

          4.1 (j)  The Company has filed all proxy statements,
periodic reports and other documents required to be filed by it
under the 1934 Act (collectively the "SEC Reports") and has made
available to the Purchasers and Investors copies of its Annual
Report on Form 10-K for the fiscal years ended December 31, 1993
and 1992, its Quarterly Report on Form 10-Q for the quarters
ended March 31, 1994 and June 30, 1994, and the Company's Current
Report on Form 8-K dated January 5, 1994, each as filed with the
SEC;

          4.1 (k)  Each SEC Report is in compliance as to form in
all material respects with the requirements of its respective
report form and does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make
the statements therein in the light of the circumstances under
which they were made not misleading, except as may have been
amended or supplemented in a subsequently filed SEC Report filed
prior to the date hereof; 

          4.1 (l)  The financial statements (including any related
schedules and/or notes) included or incorporated by reference in
the SEC Reports were prepared in accordance with generally
accepted accounting principles consistently applied (except as
indicated in the notes thereto) throughout the periods involved
and fairly present the consolidated financial condition, results
of operations and changes in financial position of the Company
and its subsidiaries as of the dates thereof and for the periods
ended on such dates (in each case subject, as to interim
statements, to changes resulting from year-end adjustments); 

<PAGE>
<PAGE> 7  Exhibit 10.1 (STANDBY PURCHASE AGREEMENT)

          4.1 (m)  There has been no material adverse change in
the business, financial condition, liabilities, or results of
operations of the Company and its subsidiaries from that set
forth in the balance sheet as of December 31, 1993, included in
or incorporated by reference in the SEC Reports, other than
changes disclosed or referred to in any subsequently filed SEC
Reports filed prior to the date hereof or otherwise publicly
disclosed by the Company since December 31, 1993, or as disclosed
in the Prospectus;

          4.1 (n)  There is no action, suit, investigation or
proceeding pending or, to the knowledge of the Company,
threatened by any public official or governmental authority,
against the Company, or any of its subsidiaries or any of their
respective properties or assets or before any court, arbitrator
or governmental body, department, commission, board, bureau,
agency or instrumentality, which (i) questions the validity of or
seeks to restrain this Agreement or the Rights Offering, or any
action taken or to be taken pursuant hereto or thereto, or (ii)
except as is set forth in the SEC Reports or as disclosed in the
Prospectus, which would result in any material adverse change in
the business, financial condition, liabilities or results of
operations of the Company and its subsidiaries; and

          4.1 (o)  The operations of the Company and its
subsidiaries are being conducted in compliance in all material
respects with all laws, regulations and ordinances, including,
without limitation, those relating to pollution and the discharge
of materials into the environment, equal employment opportunity
and employee safety, in all jurisdictions in which the Company
and its subsidiaries are presently doing business, except where
the failure to effect such compliance would not have a material
adverse effect on the business, results of operations or
financial condition of the Company and its subsidiaries or as
disclosed in the Prospectus; the Company will use commercially
reasonable efforts to comply with all such laws and regulations
which may be legally applicable in the future in jurisdictions in
which the Company and its subsidiaries may then be doing
business;

          4.1 (p)  The Company, pursuant to the Rights Offering
and this Agreement, is selling, conveying, transferring,
assigning and delivering to each Purchaser of Common Stock all
right, title and interest in and to such Common Stock being
purchased by each such Purchaser, and the sale and delivery of
such Common Stock will vest in the Purchasers good, valid and
marketable title to such shares, free and clear of all
restrictions (other than those imposed by the terms of this
Agreement, the Registration Rights Agreement, the Amended Rights
Agreement and applicable securities laws) and liens, security
interests or adverse claims of any kind and nature assuming that
the Purchasers purchased such Common Stock in good faith without
notice of any adverse claims; 

<PAGE>
<PAGE> 8  Exhibit 10.1 (STANDBY PURCHASE AGREEMENT)

          4.1 (q)  The Company is not in default under, nor does
any party have a right of acceleration or termination under, nor
does any condition exist whereupon lapse of time or with notice
will give rise to such a default or right of acceleration or
termination under any indenture, mortgage, bond, license, lease,
permit or loan agreement or any other agreement to which the
Company or any of its subsidiaries is a party or by which any of
their respective properties or assets may be bound, except to the
extent such default is not reasonably likely to result in a
material adverse change in the business, financial condition,
liabilities or results of operations of the Company and its
subsidiaries;

          4.1 (r)  The Registration Statement complies in all
material respects with the requirements of the 1933 Act, and the
Prospectus does not include any untrue statement of a material
fact or omit to state a material fact necessary in order to make
the statements therein, in light of the circumstances under which
they were made, not misleading; and

          4.1 (s)  No representation or warranty contained in this
Agreement and no statement contained in any other writing
provided to the Purchasers by the Company in connection with the
Transactions contains any untrue statement of a material fact or
omits to state a material fact necessary in order to make such
representation, warranty or statement not misleading.

     4.2  Limited Representations and Warranties of Company. 
Except as set forth in this Section 4, the Company makes no
representation, express or implied, to the Purchasers and
Investors.

5.   Conditions to the Obligations of Purchasers and Investors

     5.1  Conditions to the Obligations of Purchasers and
Investors.  The obligation of Purchasers and Investors to
consummate the Transactions is subject to the fulfillment, on or
before the Closing Date, of all of the following conditions
(except such of the following as will have been expressly waived
in writing by Purchasers and Investors prior to the Closing
Date):

          5.1 (a)  The representations and warranties of the
Company contained in this Agreement will have been true and
correct as of the date of this Agreement and as of the Closing
Date, and the Company will have performed and complied in all
material respects with all of its covenants and agreements
required by this Agreement to be performed or complied with by it
hereunder at or prior to the Closing Date;

          5.1 (b)  All consents, approvals, permits and
authorizations required to be obtained from, and all filings
required to be made with, any governmental authority in
connection with the consummation of the Transactions will have
been obtained or made;

<PAGE>
<PAGE> 9  Exhibit 10.1 (STANDBY PURCHASE AGREEMENT)

          5.1 (c)  The Registration Statement will have become
effective; if the filing of the Prospectus, or any supplement
thereto, is required pursuant to rule 424(b) of the 1933 Act, the
Prospectus, and any such supplement, will be filed in the manner
and within the time period required by Rule 424(b) of the 1933
Act; and no stop order suspending the effectiveness of the
Registration Statement will have been issued and no proceedings
for that purpose will have been instituted or threatened;

          5.1 (d)  No litigation relating to the Rights Offering,
this Agreement, the Registration Rights Agreement or Amendment
No. 2 will be pending or, to the knowledge of any director or
executive officer of the Company, threatened (orally or in
writing), nor will any injunction relating thereto have been
issued or any proceeding therefor be pending or, to the knowledge
of any director or executive officer of the Company, threatened
(orally or in writing); 

          5.1 (e)  Except as otherwise consented to by the
Purchasers and Investors, the terms of the Rights Offering
contained in the Prospectus will not conflict with the provisions
of this Agreement including, without limitation, the recitals and
Section 1 hereof;

          5.1 (f)  The Rights Offering will have been completed;

          5.1 (g)  The Underlying Shares and the Remaining Shares
continue to be listed on the New York Stock Exchange, and no
Party shall have been advised by the New York Stock Exchange or
otherwise that an issue exists with respect to such listing;

          5.1 (h)  A standby fee (the "Standby Fee") in the amount
of one-half of 1% of the gross proceeds to be received by the
Company in connection with the Transactions shall have been paid
by the Company to Purchasers in consideration for acting as the
contingent standby purchaser of the Remaining Shares; and

          5.1 (i)  Purchasers and Investors will have received a
legal opinion of Aaron Nerenberg, General Counsel of the Company,
in substantially the form attached hereto as Exhibit A.

     5.2  Conditions to the Obligations of the Company.  The
obligation of the Company to consummate the Transactions is
subject to the fulfillment, on or before the Closing Date, of the
following conditions (except such of the following conditions as
will have been expressly waived in writing by the Company on or
prior to the Closing Date):

          5.2 (a)  The representations and warranties of
Purchasers and Investors contained in this Agreement will have
been true and correct at and as of the date of this Agreement and
as of the Closing Date, and Purchasers and Investors will have
performed and complied in all material respects with all of their
covenants and agreements required by this Agreement to be
performed or complied with by them hereunder at or prior to the
Closing Date;

<PAGE>
<PAGE> 10  Exhibit 10.1 (STANDBY PURCHASE AGREEMENT)

          5.2 (b)  All consents, approvals, permits and
authorizations required to be obtained from, and all filings
required to be made with, any governmental authority in
connection with the consummation of the Transactions will have
been obtained or made;

          5.2 (c)  The Registration Statement will have become
effective; if the filing of the Prospectus, or any supplement
thereto, is required pursuant to Rule 424(b) of the 1933 Act, the
Prospectus, and any such supplement, will be filed in the manner
and within the time period required by Rule 424(b) of the 1933
Act; and no stop order suspending the effectiveness of the
Registration Statement will have been issued and no proceedings
for that purpose will have been instituted or threatened; and

          5.2 (d)  The Rights Offering will have been completed.

6.   Indemnification

     6.1  Indemnification of Purchasers and Investors by the
Company.  The Company hereby agrees to indemnify and hold
harmless Purchasers, Investors, each other Person, if any, which
controls any Purchaser or Investor within the meaning of the 1933
Act, and their respective officers, directors, partners and
Affiliates (collectively, the "Indemnitees") against any losses,
claims, damages, expenses or liabilities, joint or several, to
which the Indemnitees may become subject under the 1933 Act or
otherwise, insofar as such losses, claims, damages, expenses or
liabilities (or actions in respect thereof) arise out of or are
based upon (i) any untrue statement or alleged untrue statement
of any material fact contained in the Registration Statement or
the Prospectus contained therein, or any amendment or supplement
thereof, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not
misleading, or (ii) the Rights Offering, this Agreement, the
Amended Rights Agreement and the Registration Rights Agreement,
and will reimburse the Indemnitees for any legal or other
expenses reasonably incurred by them in connection with
investigating, defending or settling any such loss, claim,
damage, expense, liability or action; provided, however, that the
Company will not be liable in any such case (x) described in
paragraph 6.1(i) if and to the extent that any such loss, claim,
damage, expense or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or
alleged omission so made in reliance upon and in conformity with
information pertaining to the Indemnitees (as opposed to
information pertaining to the Company, the Rights Offering
generally or this Agreement and the other agreements related
thereto generally) furnished to the Company by any Indemnitee in
writing specifically for use in the Registration Statement or the
Prospectus, or (y) described in paragraph 6.1(ii) if and to the
extent that any such loss, claim, damage, expense or liability is
found in a final judgment by a court of competent jurisdiction to
have resulted from the bad faith or gross negligence of the
Indemnitees, or to have resulted from Purchasers' violation of
Rule 10b-6, 10b-7 or 10b-8 under the 1934 Act, unless the actions
were performed at the written request of or with the written

<PAGE>
<PAGE> 11  Exhibit 10.1 (STANDBY PURCHASE AGREEMENT)

consent of the Company; provided further, however, that in no
event shall the Company be obligated to indemnify and hold
harmless the Indemnitees against losses the Indemnitees may incur
solely as a result of the price at which or the circumstances
under which the Indemnitees acquired Subscription Rights or
Common Stock in connection with the Rights Offering.  Such
indemnity will remain in full force and effect regardless of any
reasonable investigation made by or on behalf of the Indemnitees.

     6.2  Indemnification of the Company by Purchasers and
Investors.  Purchasers and Investors hereby agree to indemnify
and hold harmless the Company, each Person, if any, who controls
the Company within the meaning of the 1933 Act, and each officer
and director of the Company against all losses, claims, damages,
expenses or liabilities to which the Company or such officer or
director or controlling Person may become subject under the 1933
Act or otherwise, insofar as such losses, claims, damages,
expenses or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Registration
Statement or the Prospectus contained therein, or any amendment
or supplement thereof, or arise out of or are based upon the
omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading, and
will reimburse the Company and each such officer, director and
controlling Person for any legal or other expenses reasonably
incurred by them in connection with investigating, defending or
settling any such loss, claim, damage, expense, liability or
action; provided, however, that Purchasers and Investors will be
liable hereunder in any such case, if and only to the extent that
any such loss, claim, damage, expense or liability arises out of
or is based upon any untrue statement or alleged untrue statement
or omission or alleged omission made in reliance upon and in
conformity with information pertaining to Purchasers, Investors
or their controlling Persons (as opposed to information
pertaining to the Company, the Rights Offering generally or this
Agreement and the other agreements related thereto generally)
that is furnished in writing to the Company by Purchasers or
Investors specifically for use in the Registration Statement or
the Prospectus.

     6.3  Indemnification Claim by Either Party.  Promptly after
receipt by an indemnified Party hereunder of notice of the
commencement of any action, such indemnified Party will, if a
claim in respect thereof may be made against the indemnifying
Party hereunder, notify the indemnifying Party in writing
thereof, but the omission so to notify the indemnifying Party
will not relieve the indemnifying Party from any liability which
the indemnifying Party may have to any indemnified Party
hereunder except to the extent such indemnifying Party is
prejudiced by such failure to so notify, nor will it relieve the
indemnifying Party from any liability which the indemnifying
Party may have to any indemnified Party other than under this
Agreement.  In case any such action will be brought against any
indemnified Party, it will notify the indemnifying Party of the
commencement thereof and the indemnifying Party will be entitled
to participate in and, to the extent it wishes, to assume and
undertake the defense thereof with counsel satisfactory to such
indemnified Party, and after notice from the indemnifying Party
to such indemnified Party of its election so to assume and
undertake the defense thereof, the indemnifying Party will not be

<PAGE>
<PAGE> 12  Exhibit 10.1 (STANDBY PURCHASE AGREEMENT)

liable to such indemnified Party under this Section 6 for any
legal expenses subsequently incurred by such indemnified Party in
connection with the defense thereof; provided, however, that, if
the defendants in any such action include both the indemnified
Party and the indemnifying Party and the indemnified Party will
have reasonably concluded that there may be reasonable defenses
available to it which are different from or additional to those
available to the indemnifying Party or if the interests of the
indemnified Party reasonably may be deemed to conflict with the
interests of the indemnifying Party, the indemnified Party will
have the right to select separate counsel and to control the
defense of such action, with the reasonable expenses and fees of
such separate counsel and other reasonable expenses related to
such participation to be reimbursed by the indemnifying Party as
incurred.

     In any such action, any indemnified Party will have the
right to retain its own counsel, but, except as provided above,
the fees and disbursements of such counsel will be at the expense
of such indemnified Party unless (i) the indemnifying Party will
have failed to retain counsel for the indemnified Party as
aforesaid, or (ii) the indemnifying Party and such indemnified
Party will have mutually agreed to the retention of such counsel. 
It is understood that the indemnifying Party will not, in
connection with any action or related actions in the same
jurisdiction, be liable for the fees and disbursements of more
than one separate law firm qualified in such jurisdiction to act
as counsel for the indemnified Party and will not be obligated to
pay the fees and expenses of more than one counsel (and any
required local counsel) for all parties indemnified by such
indemnifying Party with respect to such claim, unless in the
reasonable judgment of any indemnified Party the interests of
such indemnified Party may be deemed to conflict with any other
of such indemnified Parties with respect to such claim.  The
indemnifying Party will not be liable for any settlement of any
proceeding effected without its prior written consent.  With such
consent in the case of a settlement, or if there be a final
judgment for the plaintiff, the indemnifying Party agrees to
indemnify the indemnified Party from and against any loss or
liability by reason of such settlement or judgment.

     6.4  Contribution.  If the indemnification provided for in
this Section 6 is unavailable for any reason or insufficient to
hold harmless an indemnified Party in respect of any losses,
claims, damages, liabilities or actions referred to herein, then
each indemnifying Party will in lieu of indemnifying such
indemnified Party contribute to the amount paid or payable by
such indemnified Party as a result of such losses, claims,
damages, liabilities or actions in such proportion as is
appropriate to reflect the relative fault of the Company, on the
one hand, and Purchasers and Investors, on the other hand, in
connection with the statements or omissions which resulted in
such losses, claims, damages, liabilities or actions as well as
any other relevant equitable considerations.  The relative fault
will be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact relates
to information supplied by the Company, on the one hand, or
Purchasers and Investors, on the other hand, and to the Parties'
relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.  The Parties
hereto agree that it would not be just and equitable if

<PAGE>
<PAGE> 13  Exhibit 10.1 (STANDBY PURCHASE AGREEMENT)

contribution pursuant to this paragraph were determined by any
method of allocation which did not take account of the equitable
considerations referred to above in this paragraph.  Subject to
the provisions of this Section 6, the amount paid or payable by
an indemnified Party as a result of the losses, claims, damages,
liabilities or actions in respect thereof, referred to above in
this paragraph, will be deemed to include any legal or other
expenses reasonably incurred by such indemnified Party in
connection with investigating or defending any such action or
claim.

     6.5  Purchasers' and Investors' Limited Indemnification and
Contribution.  In no event shall Purchasers' and Investors'
aggregate indemnification and contribution obligations under this
Section 6 exceed the amount obtained by multiplying the
Subscription Price by the number of Remaining Shares.

7.   Amendment of Amended Rights Agreement

     7.1  Amendment of Amended Rights Agreement. 
Contemporaneously with the execution of this Agreement, the
Company has executed the Amended Rights Agreement, and agrees
until ______________, 2000 to further amend or supplement the
Amended Rights Agreement as necessary to ensure that neither the
Purchasers, Investors nor their respective Affiliates,
individually or together, shall be deemed an "Acquiring Person"
(as defined in the Amended Rights Agreement) or are the cause of
a "Section 11(a)(ii) Event" (as defined in the Amended Rights
Agreement) by virtue solely of their acquisition and Beneficial
Ownership of the Common Stock with voting power not in excess of
the "Percentage Limitation" (as defined in paragraph 14.3).

     7.2  Action by Board of Directors.  The Board of Directors
of the Company has, pursuant to Subchapter F of Chapter 25 of the
Pennsylvania Business Corporation Law ("Subchapter F"), taken all
necessary and appropriate action to provide that the restrictions
on "business combinations" (as defined in Section 2554 of Subchapter F)
set forth in Subchapter F will not apply to any of the
Purchasers, Investors or their Affiliates with respect to their
acquisition of Common Stock having voting power in excess of 20%
of the Total Voting Power; provided, that the acquisition of
Common Stock or any other event which would render such
Purchasers, Investors or Affiliates an "interested shareholder"
(as defined in Section 2553 of Subchapter F) does not result in the
Purchasers, Investors and their Affiliates, individually or
together, Beneficially Owning Common Stock with voting power in
excess of the Percentage Limitation.

     7.3  Further Amendment of Amended Rights Agreement.  If,
prior to ___________, 2000, the Company shall amend or supplement
the Amended Rights Agreement to increase the "Acquiring Person"
and "Section 11(a)(ii) Event" threshold percentage above eighteen
percent (18%) (including, without limitation, by way of any
amendment of the definition of "Exempted Person" under the
Amended Rights Agreement) generally or with respect to any
particular Person or otherwise allow any other Person to become
the Beneficial Owner of Common Stock representing in excess of
18% of the Total Voting Power, then, (i) the Percentage
Limitation shall be automatically increased to 110% of such

<PAGE>
<PAGE> 14  Exhibit 10.1 (STANDBY PURCHASE AGREEMENT)

increased threshold percentage, provided, however, that with
respect to any amendment of the "Exempted Person" definition to
authorize an increase in the Beneficial Ownership to more than
thirty percent (30%) of the Common Stock (the "Gabelli Group
Increase") by the group known as GAMCO Investors/Gabelli Funds,
Inc. (as constituted for purposes of the most recent Schedule
13D, filed by such group prior to the date hereof), the
Percentage Limitation shall be increased pro-rata to the Gabelli
Group Increase, and (ii) the Company shall take all action
necessary to permit Purchasers, Investors and their Affiliates to
acquire or Beneficially Own Common Stock not in excess of the
Percentage Limitation, including, without limitation, any
necessary amendment of the Amended Rights Agreement.

     7.4  Purchasers' Restrictions on Acquisition of Common
Stock.  Except for this Agreement, the Amended Rights Agreement,
the Registration Rights Agreement, Section 3.11 of the Company's
Bylaws, Subchapter F and applicable securities laws (and assuming
receipt by Purchasers of the No Action Letter), the Company is
unaware of any restrictions on the Purchasers', Investors' or
their Affiliates' ability to acquire shares of Common Stock or
exercise rights relating to shares of Common Stock.  The Company
shall not (i) take any action to prevent or interfere with the
Purchasers', Investors' or their Affiliates' ability to legally
acquire or Beneficially Own Common Stock with voting power not in
excess of the Percentage Limitation or (ii) take any action that
would interfere with or adversely affect the Purchasers',
Investors' or their Affiliates' rights with respect to Common
Stock having voting power not in excess of the Percentage
Limitation.

8.   Purchasers' and Investors' Restrictions

     8.1  Purchasers' and Investors' Restrictions.  Purchasers
and Investors agree that until the earlier of (x) two (2) weeks
prior to the deadline for the submission of shareholder proposals
or shareholder nominees to the Board of Directors in connection
with the Company's annual meeting of its shareholders scheduled
for the calendar year 2000 (it being understood that the Company
shall provide the Purchasers and Investors with at least two (2)
weeks' prior notice of such deadline), and (y) _________, 2000,
without the Company's prior written consent, Purchasers and
Investors will not and will cause their Affiliates not to,
directly or indirectly, acting alone or in concert with others:

          8.1(a)  Make, or in any way participate in, any
"solicitation" of "proxies" (as such terms are defined in
Regulation 14A promulgated by the SEC pursuant to Section 14 of
the 1934 Act) or votes relating to the Common Stock, or other
voting stock of the Company (except as to any proxies that may be
given pursuant to paragraph 8.2), or request, or take any action
to obtain or retain any list of holders of any securities of the
Company for such purposes, or initiate or propose any shareholder
proposal or participate in the making of, or solicit shareholders
for the approval of, one or more shareholder proposals relating
to the Company;

<PAGE>
<PAGE> 15  Exhibit 10.1 (STANDBY PURCHASE AGREEMENT)

          8.1 (b)  Deposit any shares of Common Stock in a voting
trust or subject any shares of Common Stock to any voting
agreement or arrangements, except for agreements, arrangements or
understandings among any of the Purchasers, Investors or their
Affiliates and except as provided herein;

          8.1 (c)  Form, join or in any way participate in a group
(other than the group consisting of certain of the Purchasers,
Investors and their respective Affiliates, successors and
assigns, as such group was identified in the joint Schedule 13D
filed by certain of the Purchasers and Investors prior to the
date hereof, and as such group may be reconstituted as a result
of the withdrawal from the group of certain members thereof or
the addition to the group of Affiliates of certain members
thereof) with respect to any Common Stock, or any securities the
ownership of which would make the owner thereof a Beneficial
Owner of Common Stock;

          8.1 (d)  Except as expressly contemplated herein, make
any offer or proposal to acquire the Company, its securities or
assets or solicit or propose to effect or negotiate with any
Person any form of business combination or similar transaction
with, a change in control of, or any restructuring,
recapitalization or other extraordinary transaction involving,
the Company, its securities or assets;

          8.1 (e)  Seek representation on the Company's Board of
Directors (except for the Board representation agreed to pursuant
to this Agreement) or the removal of any directors or a change in
the composition or size of the Board of Directors of the Company;

          8.1 (f)  Make any request to amend or waive any
provision of this Agreement, which request would require the
public disclosure by the Company or any Purchaser, Investor or
any Affiliate of a Purchaser or Investor to avoid violating
federal securities law;

          8.1 (g)  Disclose any intent, purpose, plan or proposal
with respect to the Company, its Board of Directors, management,
policies or affairs or its securities or assets or this Agreement
that if effected would result in a violation of any of the
provisions of this paragraph 8.1, including any intent, purpose,
plan or proposal that is conditioned on, or would require waiver,
amendment, nullification or invalidation of, any provision of
this Agreement, or take any action that would require the Company
to make any public disclosure relating to any such intent,
purpose, plan, proposal or condition;

          8.1 (h)  Take any actions challenging the validity or
enforceability, in whole or in part, of the Amended Rights
Agreement as in effect on the date hereof, or proposing, seeking
or compelling the redemption of any Rights (provided that the
foregoing shall not preclude action solely challenging the
validity or enforceability of any amendment to the Amended Rights
Agreement effected after the date hereof); or

<PAGE>
<PAGE> 16  Exhibit 10.1 (STANDBY PURCHASE AGREEMENT)

          8.1 (i)  Assist, advise, or encourage any Person with
respect to, or seek to do, any of the foregoing; provided that
the Purchasers, Investors and their Affiliates shall not be
prohibited (I) pursuant to the provisions of this paragraph 8.1
from making any offer or proposal if the Company's Board of
Directors requests in writing that such offer or proposal be
made, or (II) pursuant to paragraph 8.1(d) from purchasing
additional securities in open market brokerage transactions,
privately negotiated transactions or transactions with the
Company or any "Subsidiary" (as that term is defined in Rule 12b-
2 under the 1934 Act) of the Company, provided that, after giving
effect to any such purchase, Purchasers, Investors and their
Affiliates do not Beneficially Own Common Stock in excess of the
Percentage Limitation.  Anything to the contrary notwithstanding,
nothing in this paragraph 8.1 shall prevent a Purchaser, Investor
or Affiliate thereof in his capacity as a Director of the Company
from discussing with the Company or its Board of Directors any
matter referred to in paragraph 8.1(d) or paragraph 8.1(g),
provided that (y) such discussions do not require disclosure
pursuant to any federal securities law by any Purchaser, Investor
or Affiliate thereof or by the Company, and (z) no Purchaser,
Investor or Affiliate thereof makes any public filing or
disclosure regarding such discussions.  Notwithstanding (z) in
the preceding sentence, no Purchaser, Investor or Affiliate
thereof shall be prohibited from making a public filing or
disclosure regarding such discussions if the Company or any of
its Affiliates makes a prior public filing or disclosure
regarding such discussions that the Company was not required to
make pursuant to any federal securities law solely as a result of
such discussions.

     Notwithstanding any restriction set forth in paragraph
8.1(a)-(i) to the contrary, if (A) any Person publicly makes a
bona fide offer to acquire a majority of the Company's
outstanding Common Stock and the Company's Board of Directors
does not reject or otherwise take a position in opposition to
such offer within 120 days after such offer is made and such
offer remains outstanding, or (B) any Person makes a bona fide
offer to acquire a majority of the Company's outstanding Common
Stock, and either (i) the Company's Board of Directors has
determined that accepting such offer is in the best interests of
shareholders of the Company, or (ii) the Board of Directors of
the Company decides to seek competing offers or proposes to
effect or negotiate with any Person any form of business
combination or similar transaction with the Company or proposes,
in response to such bona fide offer, a recapitalization, share
repurchase, extraordinary dividend or other similar extraordinary
transaction involving the Company, its securities or assets, the
applicability of the restrictions set forth in paragraph 8.1(a)-
(i) shall be waived without any action on the part of the Company
or the Board of Directors of the Company solely to the limited
extent necessary to allow any Purchaser, Investor or any
Affiliate thereof to make a competing offer to the Company's
Board of Directors to acquire the Company or its securities or
its assets.  The Purchasers, Investors and their Affiliates shall
not take any action pursuant to the foregoing sentence that would
require public disclosure of such bona fide offer or competing
offer prior to the public disclosure of such bona fide offer by
either the Company or the offeror thereof.

<PAGE>
<PAGE> 17  Exhibit 10.1 (STANDBY PURCHASE AGREEMENT)

     8.2  Quorum.  Until the earlier of (x) ___________, 2000,
and (y) the day before the date of the Company's annual meeting
of shareholders for calendar year 2000, each Purchaser and
Investor shall take such action as may be required so that all
shares of Common Stock Beneficially Owned directly or indirectly
by it or any Affiliate shall be present for quorum purposes, in
person or represented by proxy, at every meeting of shareholders
of the Company and at any shareholders meeting for the election
of Directors.  Each Purchaser and Investor agrees to provide to
the Persons acting as proxies in respect of proxies solicited by
the Board of Directors with a proxy granting such Persons
discretionary votes for the election of Directors at such
meeting, except to the extent that such shares are voted in favor
of the election of Eric M. Ruttenberg (and any other designees to
which the Purchasers and Investors may be entitled pursuant to
this Agreement) to the Board of Directors in order to insure such
election as provided in paragraph 10 of this Agreement.

     8.3  Voting.  Until the earlier of (x) ___________, 2000,
and (y) the day before the date of the Company's annual meeting
of shareholders for calendar year 2000, with respect to any
matter submitted to the Company's shareholders for approval, the
Purchasers and Investors covenant and agree that all shares of
Common Stock which are directly or indirectly Beneficially Owned
by the Purchasers, Investors and their Affiliates, other than
those shares of Common Stock which represent voting power of up
to ten percent (10%) of the Total Voting Power (such shares of
Common Stock, other than those representing up to 10% of the
Total Voting Power being, the "Restricted Shares") (i) will be
voted in accordance with the recommendation of the majority of
the Company's entire Board of Directors, and (ii) with respect to
any matter which, pursuant to the Company's by-laws, requires the
approval of an 80% super majority of the Company's shareholders,
notwithstanding the provisions of the foregoing clause (i) of
this paragraph 8.3, the Restricted Shares will be voted pro-rata
in accordance with the vote of the Company's shareholders
(ignoring, for purposes of determining such pro-rata allocation,
votes cast with respect to shares of Common Stock directly or
indirectly Beneficially Owned by the Purchasers, Investors and
their Affiliates which are not Restricted Shares).

     8.4  Fiduciary Duty.  Nothing contained in this paragraph 8
shall be deemed in any way to prohibit or limit any Purchaser,
Investor or Affiliate thereof acting in his capacity as a
Director from exercising his fiduciary duties as a Director of
the Company by participating in discussions, voting or other
actions relating to the Board of Directors.


9.   Restrictions on Transfer

     9.1  Restrictions on Transfer.  The Purchasers and Investors
covenant and agree that until ___________, 2000, without the
prior written consent of the Company, neither they nor any of
their Affiliates will, directly or indirectly, sell, transfer or
otherwise dispose of (each a "Disposition"), shares of Common
Stock representing in excess of 10% of the Total Voting Power to
any one Person in any transaction or series of transactions,
unless such Person agrees in writing to be bound by the terms of
this Agreement.

<PAGE>
<PAGE> 18  Exhibit 10.1 (STANDBY PURCHASE AGREEMENT)

     9.2  Limitation on Transfer Restrictions.  Notwithstanding
the fact that paragraph 9.1 may otherwise be applicable, the
restrictions imposed by paragraph 9.1 shall not apply to the
following Dispositions:

          9.2 (a)  The tender of shares of Common Stock pursuant
to any tender offer for shares of Common Stock, or the
Disposition of shares of Common Stock in connection with any
merger, consolidation or other extraordinary transaction
involving the Company;

          9.2 (b)  The Disposition of shares of Common Stock in
connection with a merger, consolidation, liquidation or
dissolution, or the death or incapacity of any Purchaser,
Investor or any Affiliate thereof; provided, that the successors
or distributees of such Purchaser, Investor or Affiliate agree in
writing to be bound by the terms of this Agreement;

          9.2 (c)  The Disposition of shares of Common Stock to
any Purchaser, Investor or any Affiliate thereof; provided, that
such Purchaser, Investor or Affiliate agrees in writing to be
bound by the terms of this Agreement; and

          9.2 (d)  The Disposition of shares of Common Stock
pursuant to a registration right provided for in the Registration
Rights Agreement.

     9.3  Pledge of Common Stock.  Nothing in this Agreement
shall prohibit a bona fide pledge of, or the granting of a
security interest in, shares of Common Stock to an institutional
lender for money borrowed.

10.  Representation on Company Board of Directors

     10.1 Mr. Ruttenberg - Board of Directors.  Eric M.
Ruttenberg ("Mr. Ruttenberg") serves on the Company's Board of
Directors as a member of Class III, having been elected at the
1993 annual meeting of the shareholders and will be subject to
re-election at the 1996 annual meeting of the shareholders.  The
Company agrees that during the period that this Agreement is in
effect, the Company will exercise all authority under applicable
law to cause Mr. Ruttenberg to be re-elected or appointed to the
Company's Board of Directors, including, without limitation, (i)
including Mr. Ruttenberg in the slate of nominees recommended by
the Board of Directors to the shareholders at each annual meeting
of the shareholders at which the Class III Directors are
scheduled for election, (ii) soliciting proxies in favor of the
election of Mr. Ruttenberg, and (iii) voting discretionary
proxies in favor of the election of Mr. Ruttenberg. 
Notwithstanding the foregoing, if, the Board of Directors
reasonably determines by a two-thirds (2/3) majority vote at a
duly constituted meeting of the Board of Directors that Mr.
Ruttenberg's nomination to serve as a member of the Board of
Directors would be materially adverse to the interests of the
Company due to Mr. Ruttenberg's conviction of a crime or other
conduct bearing on Mr. Ruttenberg's integrity, the Purchasers and
Investors may designate another individual to be appointed to the
Board of Directors pursuant to paragraph 10.3.  

<PAGE>
<PAGE> 19  Exhibit 10.1 (STANDBY PURCHASE AGREEMENT)

     10.2  Additional Directors.  In the event that the number of
members of the Company's Board of Directors shall be more than
eight (8), the Purchasers and Investors, during the period that
this Agreement is in effect, shall be entitled to propose an
individual to fill the first out of each three (3) Board
positions beyond eight (8) (for example, the Purchasers and
Investors shall be entitled to nominate the individual to fill
the ninth, twelfth, etc. position on the Board of Directors).  An
individual or individuals proposed by the Purchasers and
Investors reasonably acceptable to the Company's Board of
Directors shall be appointed to fill such newly created Board
position as a member of a class of directors whose term does not
expire during the period that this Agreement is in effect or, if
such term expires during the period that this Agreement is in
effect, the Company shall, in the manner required by paragraph
10.1, undertake to facilitate the re-election or appointment of
such individual(s) to the Company's Board of Directors.

     10.3  Replacement of Mr. Ruttenberg.  In the event that
prior to the termination of this Agreement, Mr. Ruttenberg, or
any other member of the Board nominated by the Purchasers and
Investors under this Agreement, shall cease to be a member of the
Company's Board of Directors as a result of his death,
disability, resignation (other than a resignation relating to a
termination of this Agreement), or failure to be re-nominated
pursuant to the last sentence of paragraph 10.1, the Purchasers
and Investors shall be entitled to propose an individual to fill
the vacancy on the Company's Board of Directors thereby created. 
An individual proposed by the Purchasers and Investors and
reasonably acceptable to the Company's Board of Directors shall
be appointed to fill such vacancy.

     10.4  Approval of Mr. Ruttenberg or Designee.  The Board of
Directors agrees that none of the current members of the Board of
Directors, the Company or any Affiliate of any of the foregoing,
will, directly or indirectly, alone or in concert with others,
seek the removal of any Director elected or appointed pursuant to
this paragraph 10 other than for cause.  In addition, the Board
of Directors will, unless otherwise required in the exercise of
its fiduciary duties, recommend that shareholders of the Company
vote against any proposal to remove a Director elected or
appointed pursuant to this paragraph 10 other than for cause and
will solicit proxies in opposition to any such proposal.

     The Company agrees that if it enters into any written
agreement with any shareholder of the Company providing for the
appointment or election of an individual proposed by such
shareholder to the Board of Directors, the Company will obtain
the written agreement of any such shareholder and such
shareholder's nominee to the Board of Directors that neither such
shareholder nor any of its Affiliates nor such shareholder's
nominee to the Board of Directors nor any of its Affiliates will
directly or indirectly, alone or in concert with others seek the
removal or oppose the re-election of a Director elected or
appointed pursuant to this paragraph 10 other than for cause.

     10.5  Committees of the Board of Directors.  Mr. Ruttenberg
serves as a member of the Executive Compensation and Stock Option
Committee of the Board of Directors and shall not be removed from
the Executive Compensation and Stock Option Committee so long as
he is a member of the Board of Directors of the Company.  In

<PAGE>
<PAGE> 20  Exhibit 10.1 (STANDBY PURCHASE AGREEMENT)

addition, Mr. Ruttenberg serves as a member of the Directors
Committee and the Audit Committee of the Board of Directors and
shall not be removed from such committees so long as he is a
member of the Board of Directors of the Company.  Mr. Ruttenberg
shall also be appointed to the Executive Committee of the Board
of Directors (or such other committee, if any, that serves the
functions typically served by an executive committee of the board
of directors of a corporation) and shall not be removed from such
committee so long as he is a member of the Board of Directors of
the Company.  In the event that Mr. Ruttenberg or any Director
elected or appointed pursuant to this paragraph 10 shall cease to
be a member of the Board of Directors as a result of his death,
disability or resignation (other than a resignation relating to a
termination of this Agreement) the vacancy created thereby on
each committee of the Board of Directors of the Company shall be
filled by the Person who fills the vacancy on the Board of
Directors pursuant to paragraph 10.3.

     10.6  Purchasers' and Investors' Compliance With Agreement. 
Notwithstanding the foregoing provisions of this paragraph 10,
the Purchasers and Investors shall be entitled to designate
nominees for election to the Board of Directors of the Company
only if the Purchasers, Investors and their Affiliates are acting
in material compliance with this Agreement and, as of the record
date for the shareholders' meeting at which such nominees will be
considered for election to the Board, the Purchasers, Investors
and their respective Affiliates Beneficially Own, in the
aggregate, Common Stock representing at least 10% of the Total
Voting Power (the "10% Requirement"); provided, however, that if
the Company issues additional shares of Common Stock and if,
after such issuance, the percentage of Total Voting Power with
respect to Common Stock Beneficially Owned by the Purchasers,
Investors and their respective Affiliates is decreased, then the
10% Requirement shall be decreased by an amount in proportion to
the decrease in the percentage of Total Voting Power of the
Purchasers, Investors and their respective Affiliates.

     10.7  Removal of Mr. Ruttenberg or Designee.  If Mr.
Ruttenberg (or any other member of the Board nominated by
Purchasers and Investors pursuant to paragraph 10.2 or 10.3) is
removed from the Board of Directors of the Company, other than
pursuant to paragraph 10.3, or the shareholders fail to re-elect
Mr. Ruttenberg (or  any other member of the Board nominated by
Purchasers and Investors pursuant to paragraph 10.2) to the Board
of Directors of the Company, this Agreement shall immediately
terminate and neither the Purchasers, Investors nor any of their
Affiliates nor the Company shall have any further obligation
pursuant to this Agreement, provided, however, that following any
such termination and until ___________, 2000, the provisions of
Section 7 shall survive and continue in full force and effect.  

<PAGE>
<PAGE> 21  Exhibit 10.1 (STANDBY PURCHASE AGREEMENT)

11.  Breach of Agreement

     11.1  Equitable Remedies for Breach of Agreement.  The
Purchasers and Investors, on the one hand, and the Company, on
the other hand, acknowledge and agree that irreparable damage
would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific
terms or were otherwise breached.  It is accordingly agreed that
the Parties shall be entitled to equitable relief (including
injunction and specific performance) in any action instituted in
any court of the United States or any state thereof having
subject matter jurisdiction, as a remedy for any such breach or
to prevent any breach of this Agreement.  Such remedies shall not
be deemed to be the exclusive remedies for a breach or
anticipatory breach of this Agreement, but shall be in addition
to all other remedies available at law or equity to the Parties
hereof.  The Parties hereto irrevocably submit to the exclusive
jurisdiction of the courts of the Commonwealth of Pennsylvania
and the United States of America located in the Commonwealth of
Pennsylvania for any suits, actions or proceedings arising out of
or relating to this Agreement.

12. Stock Restriction Legends

     12.1  Stock Restriction Legends.  Upon issuance of the
Common Stock pursuant to this Agreement and the Rights Offering,
and so long as the Disposition of the Common Stock is subject to
restriction pursuant to this Agreement, the certificates
evidencing the Common Stock Beneficially Owned by Purchasers and
Investors (and all securities issued in exchange therefor or
substitution thereof) shall bear the following legend:

     THE SALE, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES
     EVIDENCED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN
     RESTRICTIONS CONTAINED IN AN AGREEMENT, DATED AS OF
     ________, 1994 BETWEEN SPS TECHNOLOGIES, INC. AND THE
     PURCHASERS AND INVESTORS SET FORTH THEREIN, A COPY OF WHICH
     IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF SPS
     TECHNOLOGIES, INC.  THE SECURITIES REPRESENTED BY THIS
     CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
     DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH RESTRICTIONS ON
     SALE, TRANSFER OR OTHER DISPOSITION; PROVIDED, HOWEVER, THAT
     SUCH SECURITIES MAY BE PLEDGED TO AN INSTITUTIONAL LENDER AS
     SECURITY FOR MONEY BORROWED.

     In addition, upon issuance thereof and so long as such
Common Stock is subject to voting restrictions pursuant to this
Agreement, the certificates evidencing the Common Stock (and all
securities issued in exchange therefor or substitution thereof)
shall bear the following legend:

     THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
     CERTAIN VOTING RESTRICTIONS SET FORTH IN AN AGREEMENT DATED
     AS OF  _____________, 1994, BETWEEN SPS TECHNOLOGIES, INC.
     AND THE PURCHASERS AND INVESTORS SET FORTH THEREIN, A COPY
     OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF
     SPS TECHNOLOGIES, INC.

<PAGE>
<PAGE> 22  Exhibit 10.1 (STANDBY PURCHASE AGREEMENT)

     12.2  Exchange of Certificates of Common Stock.  Upon
issuance of the Common Stock pursuant to this Agreement and the
Rights Offering, the Purchasers and Investors shall deliver to
the Company all certificates evidencing all other Common Stock
Beneficially Owned by them as of the date of this Agreement and
the Purchasers and Investors shall receive in exchange therefore
new certificates representing such Common Stock, which
certificates shall bear the legends set forth in paragraph 12.1
of this Agreement.

     12.3  Exchange of Certificate of Common Stock Upon
Termination.  Upon termination of this Agreement or upon any
Disposition of shares of Common Stock pursuant to the terms of
this Agreement under circumstances where such shares of Common
Stock are no longer subject to the restrictions contained in this
Agreement, the Company shall issue new certificate(s) without the
restrictive legends required by this paragraph 12 in exchange for
the legended certificate(s) representing such shares of Common
Stock.

13.  Termination

     13.1  Termination by Purchasers and Investors Prior to
Closing Date/Effect.  Purchasers and Investors acting
collectively may, upon notice to the Company, given at any time
on or before Closing, terminate collectively and only
collectively, this Agreement and the Registration Rights
Agreement, upon the occurrence of (i) a material adverse change
in the business, financial condition, liabilities or results of
operations of the Company and its subsidiaries occurring on or
after the date of this Agreement; (ii) a suspension of trading in
the Company's Common Stock on the New York Stock Exchange; or
(iii) a "stop order" issued by the SEC suspending the
effectiveness of the Registration Statement covering the
Underlying Shares, or a suspension of trading in securities
generally on the New York Stock Exchange; (iv) a material default
or breach by the Company with respect to the due and timely
performance of the Company's agreements contained herein or with
respect to the Company's representations and warranties and such
material default or breach has not been, or is not susceptible of
being with diligent efforts, cured prior to the Closing; (v)
entry of a judgment or order by any court or governmental
authority restraining, prohibiting or materially adversely
interfering with the Rights Offering, this Agreement, the
Registration Rights Agreement or Amendment No. 2.; or (vi) the
Rights Offering has not been completed by the Expiration Date (as
such may be extended in accordance with this Agreement).  Upon
termination by Purchasers and Investors pursuant to the
provisions of this paragraph 13.1, this Agreement, the
Registration Rights Agreement and Amendment No. 2 to the Amended
Rights Agreement shall, except as otherwise provided in Section
13.4, be deemed terminated, null and void and of no further force
and effect, and there shall be no liability on the part of the
Parties or their respective officers or directors, except for
liability arising out of any breach or default hereunder.

<PAGE>
<PAGE> 23  Exhibit 10.1 (STANDBY PURCHASE AGREEMENT)

     13.2  Termination by the Company Prior to Closing
Date/Effect.  The Company may, upon notice to Purchasers and
Investors, given at any time on or before Closing (A) terminate
collectively and only collectively, this Agreement, the
Registration Rights Agreement and Amendment No. 2 to the Amended
Rights Agreement, upon the occurrence of (i) a suspension of
trading in the Company's Common Stock on the New York Stock
Exchange; or (ii) a "stop order" issued by the SEC suspending the
effectiveness of the Registration Statement covering the
Underlying Shares, or a suspension of trading in securities
generally on the New York Stock Exchange; (iii) entry of a
judgment or order by any court or governmental authority
restraining, prohibiting or materially adversely interfering with
the Rights Offering; or (iv) a material default or breach by
Purchasers and Investors with respect to the due and timely
performance of the Purchaser's and Investor's agreements
contained herein or with respect to Purchaser's and Investor's
representations and warranties and such material default or
breach has not been, or is not susceptible of being with diligent
efforts, cured prior to the Closing, and (B) terminate the Rights
Offering upon the occurrence of any event set forth in clauses
(i), (ii) and (iii) of this paragraph 13.2, and upon such
termination, this Agreement, the Registration Rights Agreement, 
Amendment No. 2 to the Amended Rights Agreement and the Rights
Offering (if terminated pursuant to clause (B) of this paragraph
13.2) shall, except as otherwise provided in the next sentence
and in Section 13.4, be deemed terminated, null and void and of
no further force and effect, and there shall be no liability on
the part of the Parties or their respective officers or
directors, except for liability arising out of any breach or
default hereunder.  Further, the Company may, subject to
compliance with the Exchange Requirements and upon written notice
to Purchasers and Investors given at any time on or before
Closing, terminate the Rights Offering and this Agreement upon a
determination by the Company, in the exercise of its fiduciary
responsibilities, that the consummation of the Rights Offering is
not in the best interest of the Company, provided, however, that
in the event of any such termination (x) Amendment No. 2 to the
Amended Rights Agreement, (y) the provisions of Sections 7 and 8
of this Agreement, and (z) the Registration Rights Agreement
shall survive and continue in full force and effect until such
time as they would have otherwise terminated pursuant to the
provisions of paragraph 13.3 below or, in the case of the
Registration Rights Agreement, pursuant to its terms.

     13.3  Termination of Agreement On and After the Closing
Date.  This Agreement shall terminate on and after the Closing
Date without further action by the Parties upon the earliest to
occur of (i) ________, 2000, (ii) the date upon which the
Purchasers and their Affiliates no longer Beneficially Own shares
of Common Stock representing in excess of 10% of the Total Voting
Power, and (iii) an event contemplated by paragraph 10.7 hereof. 

      13.4  Survival of Certain Provisions.  The provisions of
Section 6 of this Agreement shall survive and continue in full
force and effect, notwithstanding any termination of this
Agreement.  In the event of any termination of this Agreement,
other than a termination by the Company pursuant to Section
13.2(A)(iv), the Company shall nevertheless be obligated to pay
to Purchasers the Standby Fee contemplated by Section 5.1(h)
hereof.

<PAGE>
<PAGE> 24  Exhibit 10.1 (STANDBY PURCHASE AGREEMENT)

14.  Miscellaneous Provisions

     14.1  Entire Agreement.  This Agreement (together with the
Rights Offering, the Amended Rights Agreement and the
Registration Rights Agreement) contains the entire understandings
of the Parties with respect to the subject matter hereof and
supersedes all prior agreements, negotiations and understandings,
whether written or oral, between the Parties relating to the
subject matter hereof, and this Agreement may not be amended
except by a writing signed by the Parties.  Except as otherwise
provided herein, this Agreement is not assignable by either of
the Parties.  This Agreement shall be binding upon, and inure to
the benefit of, the respective successors and permitted assigns
of the Parties.  This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which
together will constitute one and the same instrument.

     14.2  Notice.  Any notices and other communications required
to be given pursuant to this Agreement shall be in writing and
shall be given by delivery by hand, by mail (registered or
certified mail, postage prepaid, return receipt requested), by
telecopy or telex, as follows:

          If to the Company:

               SPS Technologies, Inc.
               Jenkintown Plaza
               101 Greenwood Avenue, Suite 470
               Jenkintown, PA 19046
               Attention:  General Counsel

          With a copy to:

               Andrew C. Culbert, Esquire
               Masterman, Culbert & Tully
               One Lewis Wharf
               Boston, MA 02110

          If to any Purchaser or Investor:

               The address of such Purchaser or Investor set
               forth on Schedule I or Schedule II hereto.

          With a copy to:

               Paul T. Schnell, Esquire
               Skadden, Arps, Slate, Meagher & Flom
               919 Third Avenue
               New York, NY 10022

or to such other addresses as either the Company or any Purchaser
or Investor shall designate to the other by notice in writing.

<PAGE>
<PAGE> 25  Exhibit 10.1 (STANDBY PURCHASE AGREEMENT)

     14.3  Definitions.  For purposes of this Agreement, the
following terms shall have the following meanings:

     "Agreement" means this Standby Purchase Agreement among
Purchasers, Investors and the Company.

     "Affiliate" shall have the meaning ascribed thereto in Rule
12b-2 of the 1934 Act.

     "Amended Rights Agreement" has the meaning given in Recital
D.

     "Amendment No. 2" has the meaning given in Recital D.

     "Basic Subscription Privilege" has the meaning given in
paragraph 1.2.

     "Beneficially Own" with respect to any securities and
"Beneficial Ownership" shall mean having beneficial ownership as
determined pursuant to Rule 13d-3 under the 1934 Act.

     "Business Day" shall mean any day on which the NYSE is open
for trading.

     "Closing/Closing Date" has the meaning given in paragraph
2.1.

     "Common Stock" has the meaning given in Recital A.

     "Company" means SPS Technologies, Inc., a Pennsylvania
corporation.

     "Disposition" has the meaning given in paragraph 9.1.

     "Exchange Requirements" means the requirements of the New
York Stock Exchange for listed companies.

     "Expiration Date" has the meaning given in Recital B.

     "Gabelli Group Increase" has the meaning given in paragraph
7.3.

     "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements
Act of 1976.

     "Investors" means the Persons listed on Schedule II hereto.

     "No Action Letter" has the meaning given in paragraph
3.1(d).

     "Party" means individually Purchasers, Investors or the
Company.

     "Percentage Limitation" as used herein shall mean 20% of the
Total Voting Power as may be increased from time to time pursuant
to Section 7.3 hereof); provided, however, that if as a result of
any recapitalization, repurchase or other action by the Company,
the aggregate Total Voting Power Beneficially Owned by the
Purchasers, Investors and their respective Affiliates shall be

<PAGE>
<PAGE> 26  Exhibit 10.1 (STANDBY PURCHASE AGREEMENT)

increased to more than 20%, then the Percentage Limitation shall
be increased to such increased percentage.  In no event shall the
Purchasers and their Affiliates be deemed to have exceeded the
Percentage Limitation if (i) the Purchasers and their Affiliates
shall have exceeded the then applicable Percentage Limitation by
not more than 1% of the Total Voting Power, (ii) the Board of
Directors of the Company shall have determined that such action
was inadvertent, and (iii) the Purchasers, Investors and their
Affiliates shall have reduced their Beneficial Ownership to
within the then applicable Percentage Limitation within twenty
(20) days of receipt of notice from the Company indicating that
the Purchasers, Investors and their Affiliates have exceeded the
Percentage Limitation.

     "Person" shall mean any individual, partnership, joint
venture, corporation, trust, incorporated organization,
government or department or agency of a government, or any other
entity that would be deemed to be a "person" under Section
13(d)(3) of the 1934 Act.

     "Prospectus" has the meaning given in paragraph 1.3.

     "Purchasers means the Persons listed on Schedule I hereto.

     "Registration Rights Agreement" has the meaning given in
Recital D.

     "Registration Statement" has the meaning given in paragraph
1.3.

     "Remaining Shares" has the meaning given in Recital B.

     "Restricted Shares" has the meaning given in paragraph 8.3.

     "Rights" has the meaning given in paragraph 1.2.

     "Rights Offering" has the meaning given in Recital C.

     "SEC" means the Securities and Exchange Commission.

     "SEC Reports" has the meaning given in paragraph 4.1(i).

     "Subchapter F has the meaning given in paragraph 7.2.

     "Subscription Price" has the meaning given in Recital A.

     "Subscription Rights" has the meaning given in Recital A.

     "Total Voting Power" at any time shall mean the total
combined voting power for the general election of directors of
the Company.

     "Transactions" has the meaning given in Recital E.

     "Underlying Shares" has the meaning given in Recital A.

     "1933 Act" means the Securities Act of 1933, as amended.

     "1934 Act" means the Securities Exchange Act of 1934, as
amended.

<PAGE>
<PAGE> 27  Exhibit 10.1 (STANDBY PURCHASE AGREEMENT)

     14.4  Disposition of Purchaser or Affiliate.  For the
purposes of this Agreement, any Disposition of control of any
Purchaser, Investor or Affiliate thereof by the Persons
controlling such Purchaser, Investor or Affiliate on the date
hereof (other than such a disposition to another Purchaser,
investor or Affiliate thereof) shall be deemed to constitute the
Disposition of the Common Stock Beneficially Owned by such
Purchaser, Investor or Affiliate.

          14.5  HSR Act.  Each of the Parties covenants and agrees
that within 14 days of a written request by any Purchaser or
Investor (i) it will make all filings required under the HSR Act
in connection with the Purchasers', Investors' and their
Affiliates' acquisition and/or Beneficial Ownership of Common
Stock having voting power up to the Percentage Limitation, and
(ii) it will otherwise use its best efforts and cooperate fully
with the other Parties to obtain any approvals that may be
required under the HSR Act in connection the Purchasers',
Investors' and their Affiliates' acquisition and/or Beneficial
Ownership of Common Stock having voting power up to the
Percentage Limitation.  The Company agrees to reimburse
Purchasers, Investors and their Affiliates in the amount of any
filing fees actually paid with respect to filings required under
the HSR Act in connection with the Purchasers', Investors' and
their Affiliates' acquisition and/or Beneficial Ownership of
Common Stock having voting power up to the Percentage Limitation.

     14.6  Further Undertakings.  Subject to the terms and
conditions of this Agreement, each of the Parties hereby agrees
to use all reasonable efforts to take, or cause to be taken, all
action and to do, or cause to be done, all things necessary,
proper or advisable under applicable laws, rules and regulations
to consummate and make effective the Transactions, including
using its best efforts to obtain all necessary waivers, consents,
and approvals.  In case at any time after the execution of this
Agreement, further action is necessary or desirable to carry out
the purposes of this Agreement, the proper officers and directors
of each of the Parties shall take all such necessary action.

     14.7  Governing Law.  This Agreement shall be governed by
and construed in accordance with the laws of the Commonwealth of
Pennsylvania.


<PAGE>
<PAGE> 28  Exhibit 10.1 (STANDBY PURCHASE AGREEMENT)

     IN WITNESS WHEREOF, the Parties have hereunto caused this
Agreement to be duly executed as of the day and year first above
written.

                              SPS TECHNOLOGIES, INC.

                              By:___________________________
                                 Charles W. Grigg, Its
                                 Chairman and Chief Executive
                                 Officer, hereunto duly
                                 authorized

                              Purchasers:

                              ______________________________

                              ______________________________

                              ______________________________

                              ______________________________

                              Investors:

                              ______________________________

                              ______________________________

                              ______________________________

                              ______________________________



<PAGE>
<PAGE> 29  Exhibit 10.1 (STANDBY PURCHASE AGREEMENT)

                           SCHEDULE 1
                               TO
                   STANDBY PURCHASE AGREEMENT
                   DATED AS OF _________, 1994

               (Names and Addresses of Purchasers)


<PAGE>
<PAGE> 30  Exhibit 10.1 (STANDBY PURCHASE AGREEMENT)

                           SCHEDULE 2
                               TO
                   STANDBY PURCHASE AGREEMENT
                   DATED AS OF _________, 1994

               (Names and Addresses of Investors)







<PAGE>

<PAGE>
<PAGE> 1  Exhibit 23.1


                                                            Exhibit 23.1

                    CONSENT OF INDEPENDENT ACCOUNTANTS

         We consent to the  incorporation  by  reference in this
Registration Statement on Form S-3 of our report dated March 2, 1994, except
as to Note 12 for which the date is March 21, 1994, (which includes an
explanatory paragraph regarding the Company's change in method of accounting
for income taxes and post retirement benefits other than pensions in 1992) on
our audits of the consolidated financial statements and financial statement
schedules of SPS Technologies, Inc. and subsidiaries as of December 31, 1993
and 1992, and for each of the three years in the period ended December 31,
1993, which report is included or incorporated by reference in the
SPS Technologies, Inc. Annual Report on Form 10-K for the year ended
December 31, 1993.

     We also consent to the references to our firm set forth under the
caption "Experts" in this Registration Statement.


     /S/ Coopers & Lybrand L.L.P.
     ---------------------------
     COOPERS & LYBRAND L.L.P.
     2400 Eleven Penn Center
     Philadelphia, PA 19103
     August 25, 1994






<PAGE>

<PAGE>
<PAGE> 1  Exhibit 23.2


                                                              Exhibit 23.2

                         AWARENESS LETTER

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Re:  SPS Technologies, Inc.
     Registration on Form S-3

     We are aware that our report dated May 12, 1994 on our review of
interim financial information of SPS Technologies, Inc. for the period ended
March 31, 1994 and included in the Company's quarterly report on Form 10-Q for
the quarter then ended is incorporated by reference in this Registration
Statement. Pursuant to Rule 436(c) under the Securities Act of 1933, this
report should not be considered a part of the Registration Statement prepared
or certified by us within the meaning of Sections 7 and 11 of that Act.



     /S/ Coopers & Lybrand L.L.P.
     ----------------------------
     COOPERS & LYBRAND L.L.P.
     2400 Eleven Penn Center
     Philadelphia, PA 19103
     August 25, 1994




<PAGE>


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