Amendment No. 1 To Stockholder's Agreement

Exhibit 10.1


AMENDMENT NO. 1 TO STOCKHOLDER'S AGREEMENT,
DATED MARCH 15, 1995, BETWEEN
ALLIANT TECHSYSTEMS INC.
AND
HERCULES INCORPORATED
______________________________________________


EFFECTIVE: JUNE 19, 1997
______________________________


WHEREAS, Alliant Techsystems Inc., a Delaware corporation (the "Company"), and Hercules Incorporated, a Delaware corporation (the "Stockholder"), are parties to that certain Stockholder's Agreement, dated March 15, 1995 (the "Agreement").


WHEREAS, the Company and the Stockholder desire to amend the Agreement as provided herein and, except as so amended, the Agreement as in effect on the date hereof shall not be affected by this Amendment No. 1.


NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:


1. Section 3(a): Lines one through six on page 3 of the Agreement are hereby amended to read as follows:


"(a) "During the Term, the Board of Directors of the Company (the
"Board") shall consist of not less than eight nor more than thirteen
members, of which (i) until the Company's 1998 Annual Meeting Of
Stockholders, four members (or such fewer members as may be agreed to by
Gotham Capital III, L.P. ("Gotham"), successor by merger to Capstay
Partners, L.P.) and, thereafter, three members (or such fewer members as
may be agreed to by Gotham), shall be designees of Gotham; (ii) no more
than two members shall be employees of the Company or its subsidiaries, one
of whom shall be the chief executive officer of the Company; and (iii)
until the Company's 1998 Annual Meeting Of Stockholders, three members (or
such fewer members as may be agreed to by the Stockholder) and, thereafter,
two members (or such fewer members as may be agreed to by the Stockholder)
shall be designees of the Stockholder."


2. The existing Section 7(b)(iv) on pages 8 and 9 of the Agreement shall be replaced in its entirety with the following:


"(iv) Notwithstanding anything contained herein to the contrary (x)
if any purchaser or transferee acquiring Voting Securities from the
Stockholder fails to deliver to the Stockholder and the Company a written
representation that such purchaser or


transferee is acquiring for "investment purposes only and not with a view
to seek control of the Company" and a written agreement that such purchaser
or transferee agrees to comply with Sections 4, 5 and 6 of the Agreement,
and if such purchaser or transferee would, after such acquisition, become
the beneficial holder of greater than fifteen percent (15%) of the Total
Voting Power, then the rights granted to the Company in Section 7(b)(ii)
above may be exercised in part, at the election of the Company, in an
amount that is not less than a number of Voting Securities representing
seven and one-half percent (7.5%) or more of the Total Voting Securities
and the closing date for such purchase by the Company shall be ten business
days after the Company's notice to purchaser, and (y) if such purchaser or
transferee has delivered the said written representation and written
agreement or if such purchaser or transferee is acquiring le ...