PARKER ADOPTS NEW SHAREHOLDER RIGHTS AGREEMENT

         CLEVELAND, OHIO, February 3, 1997 -- On January 31, the Parker Hannifin
Corporation Board of Directors adopted a new Shareholder Protection Rights
Agreement to replace Parker's current Rights Agreement, which expires on
February 17.

         Parker President and Chief Executive Officer Duane E. Collins said,
"The Rights Agreement was not adopted in response to any specific effort to
acquire control of the Company. The Agreement was adopted as a preventive
measure, to deter abusive takeover tactics that can be used to deprive
shareholders of the full value of their investment.

         "It should be noted that the Rights Agreement will not prevent a
takeover of the Company at a full and fair price, and that is in the best
interests of the Company and its shareholders. However, it may cause substantial
dilution to a person or group that acquires 15 percent or more of the Company's
Common Stock unless the Rights which have been issued to our existing
shareholders are first redeemed by the Company for $.01 per Right in cash.

         "The Rights Agreement does not in any way weaken the Company's
financial strength or interfere with its business plans. The issuance of the
Rights has no dilutive effect, will not affect reported earnings per share, is
not taxable to the Company or to its shareholders, and will not change the way
in which the Company's shares are traded.




         "In adopting the Rights Agreement, the Board has affirmed its belief
that shareholders should be given every opportunity to participate fully in the
Company's future. A letter to shareholders regarding the Rights Agreement and a
summary of terms of the Rights Agreement will be mailed to shareholders."

         Parker is a worldwide leader in the production of motion and control
components and systems for hundreds of industrial and aerospace markets.


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