SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
SUNDSTRAND CORPORATION
(Name of Issuer)
Common Stock, par value $.50 per share
(Title of Class of Securities)
86732310
(CUSIP Number)
John A. Levin (212) 332-8400
John A. Levin & Co., Inc. One Rockefeller Plaza
New York, New York 10020
(Name, address and telephone number of person
authorized to receive notices and communications)
October 5, 1995
(Date of event which requires filing of this statement)
______________________
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the
statement [ ]. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
<PAGE>
13D
CUSIP No. 86732310
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. John A. Levin & Co., Inc.
OF ABOVE PERSON 13-3134273
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS
OO
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER 14,500
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER 811,150
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER 14,500
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER 1,333,480
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 1,348,705
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 4.3%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON
IA, BD
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 86732310
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. John A. Levin
OF ABOVE PERSON
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS
00
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER 14,500
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER 811,150
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER 14,500
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER 1,333,480
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 1,348,705
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 4.3%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
The Schedule 13D, initially filed on December 22, 1994,
and subsequently amended on December 23, 1994, by John A. Levin &
Co., Inc. ("Levin & Co.") and John A. Levin relating to the
Common Stock, par value $.50 per share (the "Common Stock"), of
Sundstrand Corporation, a Delaware corporation (the "Company")
is hereby amended by this Amendment No. 2 to the Schedule 13D
as follows:
Item 3. Source and Amount of Funds or Other Consideration.
The amount of proceeds, net of commission, from sales
of the Common Stock made during the past sixty days was $19,025,016.
Item 4. Purpose of Transaction.
Item 4 as reported on Schedule 13D is hereby amended
and restated in its entirety as follows:
The purpose of the acquisition of shares of Common
Stock by Levin & Co. is for investment. Levin & Co. intends to
review its holdings with respect to the Company on a continuing
basis. Depending on its evaluation of the Company's business and
prospects, and upon future developments (including, but not
limited to, market prices of the shares of Common Stock and
availability and alternative uses of funds; as well as conditions
in the securities markets and general economic and industry
conditions), Levin & Co. may acquire additional shares of Common
Stock or other securities of the Company, sell all or a portion
of its shares of Common Stock or other securities of the Company,
now owned or hereafter acquired, or maintain its position at
current levels.
Except as described above, Levin & Co. has no present
plans or proposals which relate to, or would result in, any of
the matters enumerated in paragraphs (b) through (j), inclusive,
of Item 4 of Schedule 13D. Levin & Co. may, at any time and from
time to time, review or reconsider its position with respect to
the Company, and formulate plans or proposals with respect to any
of such matters.
Item 5. Interest in Securities of the Issuer.
Item 5 as reported on Schedule 13D is hereby amended
and restated in its entirety as follows:
(a) As of the close of business on October 5, 1995,
Levin & Co. holds for the accounts of its investment advisory
clients, and thereby beneficially owns, within the meaning of
Rule 13d-3 under the Exchange Act, 1,348,705 shares of the Common
Stock representing approximately 4.3% of the outstanding shares
of Common Stock (based upon 31,319,461 shares of Common Stock
reported to be outstanding at July 31, 1995 in the Company's
quarterly report on Form 10-Q filed with the Securities and
Exchange Commission for the quarter ended June 30, 1995).
By virtue of John A. Levin's positions as President, director and
sole stockholder of Levin & Co., Mr. Levin may be deemed the
beneficial owner of the 1,348,705 shares of Common Stock held by
Levin & Co.
(b) Levin & Co. has the sole power to vote and dispose
of 14,500 shares of the Common Stock. Levin & Co. shares the
power to vote 811,150 shares of Common Stock owned by its
advisory clients and shares the power to dispose of 1,333,480
shares of Common Stock owned by its advisory clients. All such
powers of Levin & Co. may be exercised by John A. Levin.
(c) The trading dates, number of shares of Common Stock
sold and average price per share (before subtracting out the cost
of commissions) for all transactions in the Common Stock by Levin
& Co. during the past 60 days are set forth on Schedule A hereto.
All such transactions were open market transactions and were
effected on the New York Stock Exchange.
(d) The shares of Common Stock held by Levin & Co. are
held for the benefit of its investment advisory clients. Each
such client has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the
securities held in such person's account. No such client has any
of the foregoing rights with respect to more than 5% of the class
of Common Stock.
(e) Not applicable.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of their
knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete and
correct.
Dated: October 6, 1995
JOHN A. LEVIN & CO., INC.
By: /s/ John A. Levin
-------------------------
John A. Levin, President
/s/ John A. Levin
-----------------------------
John A. Levin
<PAGE>
SCHEDULE A
Transactions in the Common Stock
Average Price Per Share
Date of No. of Shares (before subtracting
Transaction Sold commissions)
----------- ----------------- -----------------
8/4/95 6,000 $66.87
9/19/95 2,500 $67.60
9/20/95 3,200 $66.54
9/21/95 84,700 $64.62
9/22/95 50,000 $64.50
9/26/95 10,000 $64.62
9/27/95 39,300 $64.73
9/28/95 54,780 $64.50
10/2/95 1,375 $63.93
10/3/95 2,950 $64.03
10/5/95 40,000 $64.00
--------------- ------------- --------------
Total 294,805
