WYMAN GORDON CO
11-K, 1995-06-23
METAL FORGINGS & STAMPINGS
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<PAGE>  1





                                 FORM 11-K



                    SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C. 20549


      [ X ] Annual Report Pursuant to Section 15(d) of the Securities
                    Exchange Act of 1934 (Fee Required)

                For the Fiscal Year ended December 31, 1994

         [   ] Transition Report Pursuant to Section 15(d) of the 
             Securities Exchange Act of 1934 (No Fee Required)
                                     
              For the Transition Period from       to        

               WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
                         (Full Title of the Plan)


                           WYMAN-GORDON COMPANY
                           244 WORCESTER STREET
                               P.O. BOX 8001
                  NORTH GRAFTON, MASSACHUSETTS 01536-8001
                  (Name of Issuer of the Securities Held
                   Pursuant to the Plan and the Address
                    of its Principal Executive Offices)

 





















                                  1 of 7<PAGE>
<PAGE>  2 

ITEM 1.  CHANGES IN THE PLAN

     Wyman-Gordon Company ("the Company") amended and restated the
Wyman-Gordon Company Savings/Investment Plan ("the Plan").  The
Company issued the Wyman-Gordon Company Savings/Investment Plan,
Plan and Trust Agreement, Second Complete Amendment and
Restatement December 20, 1994, generally effective April 1, 1992. 
Pursuant to a stock purchase agreement between Cooper Industries,
Inc. and Wyman-Gordon Company, effective May 27, 1994, Wyman-
Gordon Forgings, Inc. (WGFI), formerly known as Cameron Forged
Products Company, became a subsidiary of Wyman-Gordon Company. 
Effective as of July 1, 1994, assets from the Cooper Industries,
Inc. Savings and Stock Ownership Plan and the Cameron Iron Works,
USA, Inc. Savings Investment Plan for Hourly Employees
attributable to participants who prior to May 27, 1994, were
employees of Cameron Forged Products Company and who on May 27,
1994 became employees of Wyman-Gordon Forgings, Inc., a subsidiary
of the Wyman-Gordon Company, were transferred to this Plan.  


ITEM 2.  CHANGES IN INVESTMENT POLICY

  Effective as of July 1, 1994, assets from the Cooper Industries,
Inc. Savings and Stock Ownership Plan and the Cameron Iron Works,
USA, Inc. Savings Investment Plan for Hourly Employees
attributable to participants who prior to May 27, 1994, were
employees of Cameron Forged Products Company and who on May 27,
1994 became employees of WGFI, a subsidiary of the Company, were
transferred to this Plan.  The assets included Cooper Common Stock
and Cooper Preferred Stock which assets are held in the Cooper
Common Stock Fund and Cooper Preferred Stock Fund, respectively. 
A Participant's or Beneficiary's existing investment in the Cooper
Common Stock Fund and the Cooper Preferred Stock Fund as of July
1, 1994 and earnings thereon may continue to be invested in such
Funds until such time as the Participant or Beneficiary otherwise
elects to invest such portion of his or her Accounts or the
Administrator directs the liquidation of such Funds.  The Cooper
Common Stock Fund and the Cooper Preferred Stock Fund are not
designated as available for investment by Participants or
Beneficiaries, except to the extent a Participant or Beneficiary
is permitted to exchange all or a portion of his or her investment
in the Cooper Preferred Stock Fund for an equivalent investment in
the Cooper Common Stock Fund.

     Effective May 2, 1994, the Plan expanded its investment
options to include Stagecoach LifePath Funds.


ITEM 3.  CONTRIBUTIONS UNDER THE PLAN

     Under the terms of the Plan any contributions made by or on
behalf of the Participant of between 2% and 5% of a Participant's
annual compensation are matched by Wyman-Gordon Company ("the
Company") at its discretion at a rate determined by the Company's
Chief Executive Officer.



                                     -2-<PAGE>
<PAGE>  3
ITEM 3.  CONTRIBUTIONS UNDER THE PLAN, (Continued)

     Effective April 1, 1993, the Company changed its contribution
policy whereby a stock match program was implemented for employees
of the Forgings Division.  The Company matches 50% of each
Participant's quarterly contributions to the Plan with Wyman-
Gordon Company stock.  Amounts eligible for the 50% stock match
are limited to 5% of the Participant's salary.  The employer may
change the 50% matching rate or the 5% of considered pay to any
other percentages including 0%. The first quarterly match occurred
for the quarter beginning April 1, 1993 and ending June 30, 1993. 
The Wyman-Gordon stock match amounted to $637,779 in 1994.

     Under the terms of the Plan as subsequently amended on April
1, 1992, the Company's wholly-owned subsidiary Wyman-Gordon
Investment Castings, Inc. (WGIC) will match 25% of each eligible
WGIC Participant's pre-tax contributions for the period, provided
no WGIC match contributions shall be made based upon a
Participant's contribution in excess of 15% of his or her pay. 
The Company may change the 25% matching rate or the 15% of
considered pay to any other percentages including 0%.  The maximum
dollar match is limited to $270 per Participant for the Plan year. 
The total 1994 Company match was $262,371.


ITEM 4.  PARTICIPATING EMPLOYEES

     At December 31, 1994, 3,476 employees were Participants in
the Plan.


ITEM 5.  ADMINISTRATION OF THE PLAN

     The Plan is administered jointly by a Plan Committee and a
Plan Investment Committee, both of whose members are appointed by
the Company's Chief Executive Officer.

     The Plan Committee is responsible for the promulgation and
enforcement of necessary or appropriate rules and regulations for
the administration of the Plan, the interpretation of the terms of
the Plan, and the resolution of questions relating to an
individual's participation in the Plan.  At December 31, 1994, the
members of the Plan Committee were:

     NAME           OFFICE OR POSITION         ADDRESS

Raymond L. Raboin   Forgings Division-       Wyman-Gordon Company 
                    Controller               244 Worcester Street
                                             P.O. Box 8001
                                             North Grafton, MA
                                             01536-8001

David J. Sulzbach   W-G Forgings, Inc.       W-G Forgings, Inc.
                    Division - Controller    10825 Telge Road
                                             P.O. Box 40456
                                             Houston, TX
                                             77240-0456


                                     -3-<PAGE>
<PAGE>  4
ITEM 5.  ADMINISTRATION OF THE PLAN, (Continued)

      NAME          OFFICE OR POSITION           ADDRESS

Wallace F. Whitney, Vice President, General  Wyman-Gordon Company
  Jr.               Counsel and Clerk        244 Worcester Street
                                             P.O. Box 8001
                                             North Grafton, MA
                                             01536-8001

ITEM 6.  CUSTODIAN OF INVESTMENTS

     Wells Fargo Bank N.A., 420 Montgomery Street, San Francisco,
California, a Delaware Corporation, is the custodian of the assets
held by the Plan.  For the year ended December 31, 1994, Wells
Fargo Bank N.A. was paid fees of approximately $48,000 for its
services, which were paid by the Plan.

     Wells Fargo's coverage for property of its customers under
custody and its agents is provided under the Banker's Professional
Liability Insurance which insures the bank and its customers
against all risks of loss resulting directly from one or more
fraudulent or dishonest acts by an employee acting alone or in
collusion with others, committed with the intent to have the
employer sustain a pecuniary loss and to profit personally
thereby, physical loss of property resulting from burglary,
robbery, theft, common law or statutory larceny, mysterious
disappearance or damage thereto, while such property is lodged
within offices or premises anywhere, or while in transit anywhere
in the custody of a messenger.  The limit of the coverage for each
loss or claim or annual aggregate excess of deductible is $105
million. 


ITEM 7.  REPORTS TO PARTICIPATING EMPLOYEES

     Each Participant is furnished with a quarterly statement
summarizing the activity within their investment accounts for the
quarter as well as the value of their investment accounts as of
the end of the quarter.


ITEM 8.  INVESTMENT OF FUNDS

     (a)  For the three years ended December 31, 1994, no direct
brokerage commissions were paid by the Plan.

     (b)  During the year ended December 31, 1994, neither the
Plan nor any Investment Manager for the Plan, pursuant to an
agreement or understanding with a broker or otherwise through an
internal allocation procedure, directed the Plan's brokerage
transactions to a broker or brokers because of research services
provided.






                                     -4-<PAGE>
<PAGE>  5
ITEM 9.  FINANCIAL STATEMENTS AND EXHIBITS

     (a)  The Financial Statements of the Plan consisting of the
following are filed herewith:

          (1)  Report of Independent Auditors

          (2)  Statements of Net Assets Available for Plan
               Benefits as of December 31, 1994 and 1993

          (3)  Statements of Changes in Net Assets Available for
               Plan Benefits for the Years Ended December 31,
               1994, 1993 and 1992

          (4)  Supplemental Schedules


     (b)  Exhibits:                                              Page
     
          (1)  The Wyman-Gordon Company Savings/Investment
               Plan is incorporated by reference to 
               Registration Statement No. 33-26980 
               on Form S-8.                                    -

          (2)  Agreement establishing the Wyman-Gordon
               Savings/Investment Trust is incorporated
               by reference to Registration Statement 
               No. 33-26980 on Form S-8.                       -

          (3)  Consent of Independent Auditors               R-3





























                                     -5-<PAGE>
<PAGE>  6
                                 SIGNATURES



   Pursuant to the requirements of the Securities Exchange Act
of 1934, the Plan Committee of Wyman-Gordon Company has duly
caused this Annual Report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                   WYMAN-GORDON COMPANY
                                   SAVINGS/INVESTMENT PLAN




Date      6/23/95                  By  /s/ Andrew C. Genor  
                                           Andrew C. Genor
                                   Vice President - 
                                   Chief Financial Officer
                                   and Treasurer







































                                     -6-<PAGE>
<PAGE>  7











                            WYMAN-GORDON COMPANY
                           SAVINGS/INVESTMENT PLAN

                          FINANCIAL STATEMENTS AND
                            SUPPLEMENTAL SCHEDULES



            For the Years Ended December 31, 1994, 1993 and 1992

                                    with

                       Report of Independent Auditors



































                                     -7-<PAGE>
<PAGE>  8
<TABLE>
<CAPTION>
                Wyman-Gordon Company Savings/Investment Plan

                      Index to Financial Statements and
                           Supplemental Schedules



                                                                   
    
                                                        Pages
<S>                                                    <C>
Report of Independent Auditors                         R-2

Consent of Independent Auditors                        R-3

Financial Statements:

  Statements of Net Assets Available for Plan 
    Benefits as of December 31, 1994 and 1993          R-4

  Statements of Changes in Net Assets Available
    for Plan Benefits for the years ended
    December 31, 1994, 1993 and 1992                   R-5A1/R-5C1

  Notes to Financial Statements                        R-6

Additional Information for Item 30(a) - 
  Supplemental Schedule of Assets Held for
  Investment Purposes as at December 31, 1994          R-17

Additional Information for Item 30(d) - 
  Supplemental Schedule of Reportable Transactions
  for the Year Ended December 31, 1994                 R-18A/R-18B


</TABLE>





















                                     R-1<PAGE>
<PAGE>  9

              REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS



To The Trustees of Wyman-Gordon Company
Savings and Investment Plan


We have audited the accompanying statements of net assets
available for plan benefits of the Wyman-Gordon Company Savings
and Investment Plan as of December 31, 1994 and 1993, and the
related statements of changes in net assets available for plan
benefits for each of the three years in the period ended December
31, 1994.  These financial statements are the responsibility of
the Plan's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for
plan benefits of the Wyman-Gordon Company Savings and Investment
Plan as of December 31, 1994 and 1993, and the changes in net
assets available for plan benefits for each of the three years in
the period ended December 31, 1994, in conformity with generally
accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The accompanying
supplemental schedules of assets held for investment purposes at
December 31, 1994 and reportable transactions for the year then
ended are presented for purposes of complying with the Department
of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974, and are
not a required part of the basic financial statements.  The Fund
Information in the statement of changes in net assets available
for benefits is presented for purposes of additional analysis
rather than to present the changes in net assets available for
benefits of each fund.  The supplemental schedules and Fund
Information have been subjected to the auditing procedures applied
in our audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to
the basic financial statements taken as a whole.

                                   Ernst & Young LLP

Boston, Massachusetts
May 12, 1995

                                     R-2<PAGE>
<PAGE>  10

                       CONSENT OF INDEPENDENT AUDITORS



We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-26980) pertaining to the Wyman-Gordon
Company Savings and Investment Plan of our report dated May 12,
1995, with respect to the financial statements and schedules of
the Wyman-Gordon Company Savings and Investment Plan included in
this Annual Report (Form 11-K) for the year ended December 31,
1994.



                                             Ernst & Young LLP



Boston, Massachusetts
June 20, 1995






































                                     R-3<PAGE>
<PAGE>  11
<TABLE>
<CAPTION>
                Wyman-Gordon Company Savings/Investment Plan
            Statements of Net Assets Available for Plan Benefits
                      as of December 31, 1994 and 1993

                        1994                    1993
                       Invest-      1994       Invest-      1993
                        ment        Fair        ment        Fair
                       at Cost      Value      at Cost      Value
<S>                   <C>          <C>         <C>        <C>
ASSETS
Investments,
  at fair value:

Collective Investment
  Funds:
  Income Accumulation
    Fund of Wells Fargo
    Bank N.A.         $18,644,060  $18,644,060 $6,877,696 $ 6,877,696
  Stagecoach LifePath
    2000                  736,062      710,998          -           -
  Stagecoach LifePath
    2010                  580,976      557,322          -           -
  Stagecoach LifePath
    2020                  301,464      291,298          -           -
  Stagecoach LifePath
    2030                   96,950       93,911          -           -
  Stagecoach LifePath
    2040                   57,792       56,489          -           -
  Stagecoach Asset
    Allocation          8,236,243    7,608,252  9,332,544   9,191,320
  Stagecoach Growth
    Stock Fund          5,397,280    5,482,552  3,570,692   3,546,299
  Stagecoach S&P 500
    Fund                8,176,592    7,946,770  2,778,674   2,803,201
  Stagecoach U.S.
    Treasury 
    Allocation          6,744,036    6,340,582  3,744,521   3,536,396
                                    47,732,234             25,954,912

Wyman-Gordon Stock
  Fund                  2,525,422    2,742,318    976,299     936,903
Cooper Common Stock     1,440,005    1,396,805          -           -
Cooper Preferred
  Stock                 1,856,733    1,770,543          -           -
Participant Loans                    1,443,050                527,677
                                    55,084,950             27,419,492

LIABILITIES
Participants' withdrawals and
  benefits payable                           -                      -
     Net assets available for
       plan benefits               $55,084,950            $27,419,492
</TABLE>

         The accompanying notes are an integral part of these financial
statements.

                                      R-4<PAGE>
<PAGE>  12
<TABLE>
<CAPTION>
                  Wyman-Gordon Company Savings/Investment Plan
         Statement of Changes in Net Assets Available for Plan Benefits
                      For the Year Ended December 31, 1994


                                Stage-      Stage-      Stage-
                                coach       coach       coach
                    Income     LifePath    LifePath    LifePath
                 Accumulation    2000        2010        2020  
<S>              <C>          <C>          <C>         <C>
ADDITIONS
Contributions:
  Employee       $   809,668  $   67,337   $   38,523  $   28,610
  Employer           101,776           -            -           -
  Rollovers        5,413,418           -            -           -
                   6,324,862      67,337       38,523      28,610

Interest             495,137      14,449       13,685       5,720

Net appreciation
  (depreciation)
  in fair market
  value of
  investments              -     (27,001)     (25,822)    (12,804)

Total Additions    6,819,999      54,785       26,386      21,526

DEDUCTIONS
Participants'
  withdrawals     (1,137,465)    (11,238)         (18)       (440)

Plan administrative
  expenses           (12,689)       (253)        (188)       (256)

Net transfers/
  adjustments
  in (out)         6,096,519     667,704      531,142     270,468

Total (deductions)
  additions        4,946,365     656,213      530,936     269,772

Increase (decrease)
  in net assets
  available for
  plan benefits   11,766,364     710,998      557,322     291,298

Net assets 
  available for
  plan benefits:

  Beginning of
    year           6,877,696           -            -           -

  End of year    $18,644,060  $  710,998   $  557,322  $  291,298
</TABLE>
        The accompanying notes are an integral part of these financial
statements.
                                     R-5A1<PAGE>
<PAGE>  13
<TABLE>
<CAPTION>
                 Wyman-Gordon Company Savings/Investment Plan
        Statement of Changes in Net Assets Available for Plan Benefits
               For the Year Ended December 31, 1994 (Continued)

                  Stage-       Stage-       Stage-       Stage-
                  coach        coach        coach        coach
                 LifePath     LifePath      Asset        Growth
                   2030         2040      Allocation     Stock  
<S>              <C>          <C>         <C>          <C>
ADDITIONS
Contributions:

  Employee       $   12,471   $    8,015  $  804,846   $  715,368
  Employer                -            -      29,641       28,950
  Rollovers               -            -           -            -
                     12,471        8,015     834,487      744,318

Interest              1,440          558     424,235       35,584

Net appreciation
  (depreciation)
  in fair market
  value of 
  investments        (3,933)      (2,919)   (721,805)      91,776

Total Additions       9,978        5,654     536,917      871,678

DEDUCTIONS
Participants'
  withdrawals             -          (32)   (879,679)    (281,156)

Plan administrative
  expenses             (116)         (66)     (8,965)      (7,430)

Net transfers/
  adjustments
  in (out)           84,049       50,933  (1,231,341)   1,353,161

Total (deductions)
  additions          83,933       50,835  (2,119,985)   1,064,575

Increase (decrease)
  in net assets
  available for
  plan benefits      93,911       56,489  (1,583,068)   1,936,253

Net assets
  available for
  plan benefits:

  Beginning of
    year                  -            -   9,191,320    3,546,299

  End of year    $   93,911   $   56,489  $7,608,252   $5,482,552
</TABLE>
       The accompanying notes are an integral part of these financial
statements.
                                    R-5A2<PAGE>
<PAGE>  14
<TABLE>
<CAPTION>
                Wyman-Gordon Company Savings/Investment Plan
       Statement of Changes in Net Assets Available for Plan Benefits
              For the Year Ended December 31, 1994 (Continued)

                                Stage-
                  Stage-        coach      Cooper      Cameron
                  coach        Treasury    Common      Forged
                  S&P 500     Allocation   Stock       Equity       
<S>              <C>          <C>          <C>          <C>
ADDITIONS
Contributions:

  Employee       $  800,142   $   408,998  $        -   $        -
  Employer           63,175        38,829           -            -
  Rollover                -    10,236,415   1,512,038    5,510,596
                    863,317    10,684,242   1,512,038    5,510,596

Interest            204,286       449,402           -            -

Net appreciation
  (depreciation)
  in fair market
  value of 
  investments      (276,891)     (548,233)    (23,960)     101,705

Total Additions     790,712    10,585,411   1,488,078    5,612,301

DEDUCTIONS
Participants'
  withdrawals      (440,465)     (225,791)    (13,894)     (28,119)

Plan administrative
  expenses           (7,770)       (6,735)          -            -

Net transfers/
  adjustments
  in (out)        4,801,092    (7,548,699)    (77,379)  (5,584,182)

Total (deductions)
  additions       4,352,857    (7,781,225)    (91,273)  (5,612,301)

Increase (decrease)
  in net assets
  available for
  plan benefits   5,143,569     2,804,186   1,396,805            -

Net assets 
  available for
  plan benefits:

  Beginning of
    year          2,803,201     3,536,396           -            -

  End of year    $7,946,770    $6,340,582  $1,396,805   $        -
</TABLE>
       The accompanying notes are an integral part of these financial
statements.
                                    R-5A3<PAGE>
<PAGE>  15
<TABLE>
<CAPTION>
                Wyman-Gordon Company Savings/Investment Plan
       Statement of Changes in Net Assets Available for Plan Benefits
              For the Year Ended December 31, 1994 (Continued)


                  Cooper         W-G      
                 Preferred    Stock Fund    Loans        Total        
<S>              <C>          <C>         <C>          <C>
ADDITIONS
Contributions:

  Employee       $        -   $  204,216  $        -   $ 3,898,194
  Employer                -      637,779           -       900,150
  Rollover        2,116,152            -     767,010    25,555,629
                  2,116,152      841,995     767,010    30,353,973

Interest                  -            -      82,099     1,726,595

Net appreciation
  (depreciation)
  in fair market
  value of 
  investments       (42,635)     311,569           -    (1,180,953)

Total Additions   2,073,517    1,153,564     849,109    30,899,615

DEDUCTIONS
Participants'
  withdrawals       (61,340)     (47,343)    (59,513)   (3,186,493)

Plan administrative
  expenses             (403)      (2,793)          -       (47,664)

Net transfers/
  adjustments
  in (out)         (241,231)     701,987     125,777             -

Total (deductions)
  additions        (302,974)     651,851      66,264    (3,234,157)

Increase (decrease)
  in net assets
  available for
  plan benefits   1,770,543    1,805,415     915,373    27,665,458

Net assets 
  available for
  plan benefits:

  Beginning of
    year                  -      936,903     527,677    27,419,492

  End of year    $1,770,543   $2,742,318  $1,443,050   $55,084,950
</TABLE>
       The accompanying notes are an integral part of these financial
statements.

                                    R-5A4<PAGE>
<PAGE>  16
<TABLE>
<CAPTION>
                Wyman-Gordon Company Savings/Investment Plan
       Statement of Changes in Net Assets Available for Plan Benefits
                    For the Year Ended December 31, 1993


                                                          U.S.
                    Asset       Growth      S&P 500     Treasury
                  Allocation    Stock        Stock     Allocation
                     Fund        Fund        Fund         Fund   
<S>               <C>         <C>          <C>         <C>
ADDITIONS
Contributions:

  Employee        $  716,590  $  468,311   $  400,918  $  273,848
  Employer            32,771      28,481       25,221      17,430
                     749,361     496,792      426,139     291,278
Net appreciation
  in fair market
  value of
  investments      1,107,163     301,819      194,806     453,011

Total Additions    1,856,524     798,611      620,945     744,289

DEDUCTIONS
Participants'
  withdrawals       (329,325)    (67,967)    (154,542)    (70,430)

Plan administrative
  expenses            (4,719)     (2,535)      (2,366)     (1,730)

Net transfers/
  adjustments
  in (out)        (8,418,106) (3,013,458)  (2,668,193) (2,861,572)

Total (deductions)
  additions       (8,752,150) (3,083,960)  (2,825,101) (2,933,732)

Increase (decrease)
  in net assets
  available for
  plan benefits   (6,895,626) (2,285,349)  (2,204,156) (2,189,443)

Net assets 
  available for
  plan benefits:

  Beginning of
    year           6,895,626   2,285,349    2,204,156   2,189,443

  End of year     $        -  $        -   $        -  $        -
</TABLE>



        The accompanying notes are an integral part of these financial
statements.

                                     R-5B1<PAGE>
<PAGE>  17
<TABLE>
<CAPTION>
                 Wyman-Gordon Company Savings/Investment Plan
        Statement of Changes in Net Assets Available for Plan Benefits
               For the Year Ended December 31, 1993 (Continued)

                   Income
                  Accumu-     Wellsfunds  Wellsfunds
                   lation        Asset      Growth     Wellsfunds
                    Fund      Allocation    Stock        S&P 500 
<S>              <C>          <C>         <C>          <C>
ADDITIONS
Contributions:

  Employee       $  465,374   $  220,766  $  146,954   $  124,334
  Employer           12,722        3,508       2,935        3,198
                    478,096      224,274     149,889      127,532

Interest            380,317      154,026     100,831       18,975

Net appreciation
  (depreciation)
  in fair market
  value of 
  investments             -     (140,044)    (24,531)      25,788

Total Additions     858,413      238,256     226,189      172,295

DEDUCTIONS
Participants'
  withdrawals    (1,409,326)     (67,963)    (69,626)     (65,465)

Plan administrative
  expenses           (7,022)      (1,400)       (871)        (742)

Net transfers/
  adjustments
  in (out)       (2,077,179)   9,022,427   3,390,607    2,697,113

Total (deductions)
  additions      (3,493,527)   8,953,064   3,320,110    2,630,906

Increase (decrease)
  in net assets
  available for
  plan benefits  (2,635,114)   9,191,320   3,546,299    2,803,201

Net assets
  available for
  plan benefits:

  Beginning of
    year          9,512,810            -           -            -

  End of year    $6,877,696   $9,191,320  $3,546,299   $2,803,201
</TABLE>
       The accompanying notes are an integral part of these financial
statements.

                                    R-5B2<PAGE>
<PAGE>  18
<TABLE>
<CAPTION>
                Wyman-Gordon Company Savings/Investment Plan
       Statement of Changes in Net Assets Available for Plan Benefits
              For the Year Ended December 31, 1993 (Continued)

                              
                 Wellsfunds     W-G          
                 Treasury      Stock        
                Allocation     Fund        Loans        Total
<S>              <C>          <C>         <C>        <C>
ADDITIONS
Contributions:

  Employee       $   93,169   $107,905    $      -   $ 3,018,169
  Employer            2,753    272,686           -       401,705
                     95,922    380,591           -     3,419,874

Interest            151,623          -      29,357       835,129

Net appreciation
  (depreciation)
  in fair market
  value of 
  investments      (210,649)   (71,650)          -     1,635,713
Total Additions      36,896    308,941      29,357     5,890,716

DEDUCTIONS
Participants'
  withdrawals       (69,738)   (29,892)     (6,190)   (2,340,464)

Plan administrative
  expenses          (14,948)    (1,094)          -       (37,427)

Net transfers/
  adjustments
  in (out)        3,584,186    111,209     232,966             -

Total (deductions)
  additions       3,499,500     80,223     226,776    (2,377,891)

Increase (decrease)
  in net assets
  available for
  plan benefits   3,536,396    389,164     256,133     3,512,825

Net assets 
  available for
  plan benefits:

  Beginning of
    year                  -    547,739     271,544    23,906,667

  End of year    $3,536,396   $936,903    $527,677   $27,419,492
</TABLE>

       The accompanying notes are an integral part of these financial
statements.

                                    R-5B3<PAGE>
<PAGE>  19
<TABLE>
<CAPTION>
                 Wyman-Gordon Company Savings/Investment Plan
        Statement of Changes in Net Assets Available for Plan Benefits
                     For the Year Ended December 31, 1992



                                               W-G        Asset
                  Income        Equity        Stock     Allocation
                   Fund          Fund         Fund         Fund   
<S>             <C>           <C>          <C>          <C>
ADDITIONS
Contributions:

  Employee      $   301,852   $   29,040   $ 74,443     $  666,789     
  Employer                -            -      4,754         32,565
                    301,852       29,040     79,197        699,354

Interest              8,302        1,047          -              -     

Net appreciation
  in fair market
  value of 
  investments       245,647      379,224     56,639        477,901

Total Additions     555,801      409,311    135,836      1,177,255     

DEDUCTIONS
Participants'
  withdrawals    (1,257,974)      (9,739)   (10,769)       (92,237)

Net transfers/
  adjustments
  in (out)      (19,236,406)  (2,240,879)   300,255      5,810,608

Total (deductions)
  additions     (20,494,380)  (2,250,618)   289,486      5,718,371

Increase (decrease)
  in net assets
  available for
  plan benefits (19,938,579)  (1,841,307)   425,322      6,895,626

Net assets 
  available for
  plan benefits:

  Beginning of
   year          19,938,579    1,841,307    122,417              -     

 End of year    $         -   $        -   $547,739     $6,895,626     
</TABLE>


     The accompanying notes are an integral part of these financial
statements.


                                     R-5C1<PAGE>
<PAGE>  20
<TABLE>
<CAPTION>
                Wyman-Gordon Company Savings/Investment Plan
       Statement of Changes in Net Assets Available for Plan Benefits
              For the Year Ended December 31, 1992 (Continued)



                                                           U.S.
                  Income        Growth     S&P 500       Treasury
               Accumulation     Stock       Stock       Allocation
                      Fund         Fund        Fund           Fund   
<S>             <C>           <C>          <C>          <C>
ADDITIONS
Contributions:

  Employee      $  427,319    $  370,964   $  295,226   $  230,500
  Employer          29,638        25,936       24,009       17,864
                   456,957       396,900      319,235      248,364     

Interest           576,466             -            -            -     

Net appreciation
  in fair market
  value of 
  investments            -       368,368      145,552      127,230      

Total Additions  1,033,423       765,268      464,787      375,594     

DEDUCTIONS
Participants'
  withdrawals   (1,413,383)      (21,075)     (87,419)     (26,551)    

Net transfers/
  adjustments
  in (out)       9,892,770     1,541,156    1,826,788    1,840,400

Total (deductions)
  additions      8,479,387     1,520,081    1,739,369    1,813,849     

Increase (decrease)
  in net assets
  available for
  plan benefits  9,512,810     2,285,349    2,204,156    2,189,443     

Net assets 
  available for
  plan benefits:

  Beginning of
   year                  -             -            -            -     

  End of year   $9,512,810    $2,285,349   $2,204,156   $2,189,443     

</TABLE>

     The accompanying notes are an integral part of these financial
statements.

                                     R-5C2<PAGE>
<PAGE>  21
<TABLE>
<CAPTION>
                 Wyman-Gordon Company Savings/Investment Plan
        Statement of Changes in Net Assets Available for Plan Benefits
               For the Year Ended December 31, 1992 (Continued)





                      Loans          Total
<S>                 <C>            <C>
ADDITIONS
Contributions:

  Employee          $      -       $ 2,396,133
  Employer                 -           134,766
                           -         2,530,899

Interest               6,236           592,051

Net appreciation
  in fair market
  value of 
  investments              -         1,800,561

Total Additions        6,236         4,923,511

DEDUCTIONS
Participants'
  withdrawals              -        (2,919,147)

Net transfers/
  adjustments
  in (out)           265,308                 -

Total (deductions)
  additions          265,308        (2,919,147)

Increase (decrease)
  in net assets
  available for
  plan benefits      271,544         2,004,364

Net assets 
  available for
  plan benefits:

                 Beginning of
    year                   -        21,902,303

  End of year       $271,544       $23,906,667

</TABLE>


     The accompanying notes are an integral part of these financial
statements.

                                     R-5C3<PAGE>
<PAGE>  22
                Wyman-Gordon Company Savings/Investment Plan
                        NOTES TO FINANCIAL STATEMENTS

                                      
1.   PLAN DESCRIPTION

     The Wyman-Gordon Company Savings/Investment Plan ("the Plan")
     is a single employer defined contribution plan covering
     certain employees of Wyman-Gordon Company ("the Company"). 
     The Plan was established on January 1, 1981 for the purpose
     of providing eligible employees with opportunities for (I)
     convenient and regular personal savings; (II) sharing in
     contributions by the Company out of its current and
     accumulated net profits; and (III) supplementing retirement
     benefits.  The Plan is a single-employer contributory Plan
     which is funded by a trust arrangement with the Wyman-Gordon
     Savings/Investment Trust (the "Trust"). 

     ELIGIBILITY

          Wyman-Gordon Company ("the Company") amended and restated the
     Wyman-Gordon Company Savings/Investment Plan ("the Plan"). 
     The Company issued the Wyman-Gordon Company Savings/
     Investment Plan, Plan and Trust Agreement, Second Complete
     Amendment and Restatement December 20, 1994, generally
     effective April 1, 1992.  Pursuant to a stock purchase
     agreement between Cooper Industries, Inc. and Wyman-Gordon
     Company, effective May 27, 1994, Wyman-Gordon Forgings, Inc.
     (WGFI), formerly known as Cameron Forged Products Company,
     became a subsidiary of the Wyman-Gordon Company.  Effective
     as of July 1, 1994, assets from the Cooper Industries, Inc.
     Savings and Stock Ownership Plan and the Cameron Iron Works,
     USA, Inc. Savings Investment Plan for Hourly Employees
     attributable to participants who prior to May 27, 1994, were
     employees of Cameron Forged Products Company and who on May
     27, 1994 became employees of Wyman-Gordon Forgings, Inc., a
     subsidiary of the Wyman-Gordon Company, were transferred to
     this Plan.  

     Effective April 1, 1993, the Plan was amended to allow
     Company employees covered under the Collective Bargaining
     Agreement to participate in the Plan.  Previously, any full-
     time weekly or monthly employee not covered by a Collective
     Bargaining Agreement who has been continuously employed by
     the Company (or a participating subsidiary) for at least six
     months is eligible to participate in the Plan.

     FEDERAL INCOME TAXES

     The Internal Revenue Service (IRS) made a favorable
     determination in a letter dated  September 15, 1986 that the
     Plan is qualified under Section 401(a) and 401(k) of the
     Internal Revenue Code (the "Code"), and accordingly, the
     Trust thereunder has been determined to be exempt from
     taxation under provisions of Section 501(a) of the Code.  It
     is not anticipated that amendments made to the Plan after the
     IRS' determination letter will affect the qualified and tax
     exempt status of the Plan and Trust respectively.

                                     R-6<PAGE>
<PAGE>  23
                Wyman-Gordon Company Savings/Investment Plan
                   NOTES TO FINANCIAL STATEMENTS, (Cont.)



     PLAN DESCRIPTION, (Cont.)

     EMPLOYEE CONTRIBUTIONS

     Upon becoming a Participant, an eligible employee may elect
     to reduce his or her compensation between 1% and 15% and have
     such amount contributed to the Plan by the employer as a
     pre-tax contribution.  With regard to a participant who is a
     WGFI hourly employee, 20% is the maximum contribution.  The
     election shall be made in advance  as a whole percentage of
     their compensation.  Additionally, an eligible employee may
     elect to make after-tax contributions to the Plan subject to
     the percentage limitations discussed above.

     In addition, in no event shall the contributions made by or
     on behalf of a Participant for a Plan year exceed certain
     limitations as required by the Employee Retirement Income
     Security Act of 1974 (ERISA).  The Internal Revenue Code also
     includes provisions which limit the amount of employer
     contributions which may be made on behalf of any individual
     Participant.

     
     COMPANY CONTRIBUTIONS

     Effective April 1, 1993, the Company changed its contribution
     policy whereby a stock match program was implemented for
     employees of the Forgings Division.  The Company matches 50%
     of each Participant's quarterly contributions to the Plan
     with Wyman-Gordon Company stock.  Amounts eligible for the
     50% stock match are limited to 5% of the Participant's
     salary.  The employer may change the 50% matching rate or the
     5% of considered pay to any other percentages including 0%.
     The first quarterly match occurred for the quarter beginning
     April 1, 1993 and ending June 30, 1993.  The Wyman-Gordon
     stock match amounted to $637,779 and $272,686 in 1994 and
     1993, respectively.

     Under the terms of the Plan as subsequently amended on  April
     1, 1992, the Company's wholly-owned subsidiary Wyman-Gordon
     Investment Castings, Inc. (WGIC) will match 25% of each
     eligible WGIC Participant's pre-tax contributions for the
     period, provided no WGIC match contributions shall be made
     based upon a Participant's contribution in excess of 15% of
     his or her pay.  The Company may change the 25% matching rate
     or the 15% of considered pay to any other percentages
     including 0%.  The maximum dollar match is limited to $270
     per Participant for the Plan year.  The total Company match
     for Plan years 1994, 1993 and 1992 was $262,371, $133,948,
     $134,766, respectively.




                                     R-7<PAGE>
<PAGE>  24
                Wyman-Gordon Company Savings/Investment Plan
                   NOTES TO FINANCIAL STATEMENTS, (Cont.)



     PLAN DESCRIPTION, (Cont.)

     PARTICIPANT ACCOUNTS

     Each Participant's account is credited with the Participant's
     contribution and allocation of the Company's contribution,
     Plan earnings, and forfeitures of terminated Participants'
     nonvested accounts.  Allocations are based on Participant
     earnings or account balances, as defined.  The benefit to
     which a Participant is entitled is the benefit that can be
     provided from the Participant's account.


     INVESTMENT FUNDS

     Effective as of July 1, 1994, assets from the Cooper
     Industries, Inc. Savings and Stock Ownership Plan and the
     Cameron Iron Works, USA, Inc. Savings Investment Plan for
     Hourly Employees attributable to participants who prior to
     May 27, 1994, were employees of Cameron Forged Products
     Company and who on May 27, 1994 became employees of WGFI, a
     subsidiary of the Company, were transferred to this Plan. 
     The assets included Cooper Common Stock and Cooper Preferred
     Stock which are held in the Cooper Common Stock Fund and
     Cooper Preferred Stock Fund, respectively.  A Participant's
     or Beneficiary's existing investment in the Cooper Common
     Stock Fund and the Cooper Preferred Stock Fund as of July 1,
     1994 and earnings thereon may continue to be invested in such
     Funds until such time as the Participant or Beneficiaries
     otherwise elects to invest such portion of his or her
     Accounts or the Administrator directs the liquidation of such
     Funds.  The Cooper Common Stock Fund and the Cooper Preferred
     Stock Fund are not designated as available for investment by
     Participants or Beneficiaries, except to the extent a
     Participant or Beneficiary is permitted to exchange all or a
     portion of his or her investment in the Cooper Preferred
     Stock Fund for an equivalent investment in the Cooper Common
     Stock Fund.

     Effective May 2, 1994, the Company added Stagecoach LifePath
     Funds to the menu of investment options.  LifePath Funds are
     part of the Stagecoach family of Mutual Funds sponsored and
     distributed by Stephens, Inc.  Member NYSE/SIPC and advised
     by Wells Fargo Bank.  During 1994 Wells Fargo changed the
     name of its funds from "Wellsfunds" to "Stagecoach."

     Effective October 1, 1993, the Company converted certain of
     its investments in Wells Fargo collective trust funds to
     Wells Fargo mutual funds.





                                     R-8<PAGE>
<PAGE>  25
                Wyman-Gordon Company Savings/Investment Plan
                   NOTES TO FINANCIAL STATEMENTS, (Cont.)



     PLAN DESCRIPTION, (Cont.)

     INVESTMENT FUNDS, (Cont.)

     Participants in the Plan have the following 13 investment
     funds available:

     The Stagecoach Asset Allocation Fund seeks to achieve
     superior long-term gains at reasonable risk by actively
     shifting investment among common stocks, U.S. Treasury bonds
     and money market instruments.  The investment strategy of the
     Asset Allocation Fund focuses on the relative attractiveness
     of asset classes at given points in time.  The Fund uses a
     computerized portfolio selection model to determine the
     optimum mix among stocks, bonds and money market instruments. 
     There were 673 Participants in the Stagecoach Asset
     Allocation Fund at December 31, 1994.

     The Stagecoach U.S. Treasury Allocation Fund seeks to achieve
     over the long-term a high rate of return at reasonable risk
     by actively shifting investment among three classes of debt
     securities.  The Fund pursues a strategy of allocating and
     reallocating investment among long-term bonds, intermediate-
     term notes and 90 Day Treasury bills.  The Fund invests in
     U.S. Treasury bonds with maturities of 20 years or more, U.S.
     Treasury notes with maturities of 5-7 years and U.S. Treasury
     bills.  The Fund attempts to realize long-term performance
     which is superior to investment in any individual fixed-
     income class.  There were 580 Participants in the Stagecoach
     Treasury Allocation Fund at December 31, 1994.

     The Stagecoach S&P 500 Stock Fund seeks to achieve the same
     total rate of return as the S&P 500 Index.  The S&P 500 Stock
     Fund invests in the same stocks and in substantially the same
     percentages as the S&P 500 Index.  The stocks included in the
     Fund represent those held by the Index itself and do not
     reflect subjective options concerning individual companies or
     industries.  There were 874 Participants in the Stagecoach
     S&P 500 Stock Fund at December 31, 1994.

     The Income Accumulation Fund invests in a mix of fixed-rate
     and variable-rate securities with strong credit ratings.  The
     Fund diversifies its investments by limiting its holdings of
     any one issuer to 10% of the Fund assets at the time of
     purchase.  This limitation does not apply to the U.S.
     Government or its agencies.  Between 25% and 50% of the Fund
     is held in publicly traded instruments.  There were 952
     Participants in the Income Accumulation Fund at December 31,
     1994.





                                     R-9<PAGE>
<PAGE>  26
                Wyman-Gordon Company Savings/Investment Plan
                   NOTES TO FINANCIAL STATEMENTS, (Cont.)



     PLAN DESCRIPTION, (Cont.)

     INVESTMENT FUNDS, (Cont.)

     The Stagecoach Growth Stock Fund seeks to provide investors
     an above average rate of return as measured against the S&P
     500 Index and against similar growth stock funds, through the
     active management of a diversified portfolio of growth
     oriented common stocks.  The Fund will invest primarily in
     common stocks that are expected to generate above market
     rates of growth in revenues and earnings.  There were 704
     Participants in the Stagecoach Growth Stock Fund at December
     31, 1994.

     LifePath Funds

     Each LifePath Fund seeks to provide long-term investors with
     an asset allocation strategy designed to maximize assets for
     retirement or for other purposes consistent with the
     quantitatively measured risk investors, on average, may be
     willing to accept given their investment time horizon. 
     Specifically:

     LifePath 2000 Fund is managed for investors planning to
     retire (or begin to withdraw substantial portions of their
     investment) approximately in the year 2000.  There were 37
     Participants in the LifePath 2000 Fund at December 31, 1994.

     LifePath 2010 Fund is managed for investors planning to
     retire (or begin to withdraw substantial portions of their
     investment) approximately in the year 2010.  There were 34
     Participants in the LifePath 2010 Fund at December 31, 1994.

     LifePath 2020 Fund is managed for investors planning to
     retire (or begin to withdraw substantial portions of their
     investment) approximately in the year 2020.  There were 32
     Participants in the LifePath 2020 Fund at December 31, 1994.

     LifePath 2030 Fund is managed for investors planning to
     retire (or begin to withdraw substantial portions of their
     investment) approximately in the year 2030.  There were 31
     Participants in the LifePath 2030 Fund at December 31, 1994.

     LifePath 2040 Fund is managed for investors planning to
     retire (or begin to withdraw substantial portions of their
     investment) approximately in the year 2040.  There were 9
     Participants in the LifePath 2040 Fund at December 31, 1994.

     The Wyman-Gordon Stock Fund invests in the common stock of
     Wyman-Gordon Company.  Amounts contributed to the
     Wyman-Gordon Stock Fund may be temporarily invested in other
     short-term investments pending the purchase of Company stock.


                                    R-10<PAGE>
<PAGE>  27
                Wyman-Gordon Company Savings/Investment Plan
                   NOTES TO FINANCIAL STATEMENTS, (Cont.)



     PLAN DESCRIPTION, (Cont.)

     INVESTMENT FUNDS, (Cont.)

     This Fund is subject to a relatively high degree of risk
     because it is not a diversified investment and is subject to
     any potential volatility in the price of the Company's common
     stock.  There were 1,344 Participants in the Wyman-Gordon
     Stock Fund at December 31, 1994.

     The Cooper Common Stock Fund invests in the common stock of
     Cooper Industries.  Amounts contributed to the Cooper Common
     Stock Fund may be temporarily invested in other short-term
     investments pending the purchase of Company stock.  This Fund
     is subject to a relatively high degree of risk because it is
     not a diversified investment and is subject to any potential
     volatility in the price of the Cooper's common stock.  There
     were 288 Participants in the Cooper Common Stock Fund at
     December 31, 1994.

     The Cooper Preferred Stock Fund invests in the common stock
     of Cooper Industries.  Amounts contributed to the Cooper
     Preferred Stock Fund may be temporarily invested in other
     short-term investments pending the purchase of Company stock. 
     This Fund is subject to a relatively high degree of risk
     because it is not a diversified investment and is subject to
     any potential volatility in the price of the Cooper's
     Preferred common stock.  There were 127 Participants in the
     Cooper Preferred Stock Fund at December 31, 1994.

     The Asset Allocation Fund, the Growth Stock Fund and the
     LifePath Funds are not offered to Participants who are WGFI
     Hourly Employees or Beneficiaries thereof.


     DISTRIBUTIONS OF BENEFITS

     A Participant (or his or her beneficiary in the case of his
     or her death) may elect to have his or her vested account
     balance paid to them following their termination of
     employment with the Company, by submitting a completed
     distribution election form to the Plan Administrator.

     A Participant who is a WGFI hourly employee shall be paid in
     the form of a single lump sum.  Notwithstanding, if he or she
     is a WGFI hourly employee at the time he or she is required
     by law to commence distribution, or anytime thereafter, may
     instead elect to be paid annually in a lump sum an amount
     sufficient to comply with Code section 401(a)(9).





                                    R-11<PAGE>
<PAGE>  28
                Wyman-Gordon Company Savings/Investment Plan
                   NOTES TO FINANCIAL STATEMENTS, (Cont.)


     PLAN DESCRIPTION, (Cont.)

     DISTRIBUTIONS OF BENEFITS, (Cont.)

     A Participant, other than a Participant who is a Wyman-Gordon
     Forgings, Inc. Hourly Employee, may elect to be paid in any
     of these forms:

     (a)  a single lump sum, or

     (b)  effective January 1, 1993, a portion paid in a lump sum,
          and the remainder paid later, or

     (c)  periodic installments over a period not to exceed the
          life expectancy of the Participant and his or her
          Beneficiary.

     Distributions shall be made in cash, except to the extent a
     distribution consists of a repayment of any participant loan
     and with regard to a single sum payment, except to the extent
     a Participant elects payment in the form of whole shares of
     Company Stock, Cooper Common Stock and Cooper Preferred Stock
     and cash in lieu of fractional shares to the extent invested
     in the Company Stock Fund, Cooper Common Stock Fund and
     Cooper Preferred Stock Fund.

     VESTING

     A Participant shall be fully vested in these Accounts at all
     times:

          Pre-Tax Account
          After-Tax Account
          Rollover Account
          WGIC Match Account
          Prior Plan Account

     A Participant shall also be fully vested in his or her
     Company Stock Match Account if (1) his or her hire date is on
     or before April 1, 1993 and he or she was an Employee of the
     Company on April 1, 1993 or (2) he or she was employed by
     WGFI, a subsidiary of the Company, on May 27, 1994, and was
     previously employed by Cameron Forged Products Company.

     Notwithstanding, prior to the Effective Date, a Participant's
     Employer Account became vested in accordance with a vesting
     schedule then in effect.

     A Participant's entire Account shall become fully vested once
     he or she has attained his or her Normal Retirement Date as
     an Employee or upon his or her leaving the Employer due to
     his or her Disability or death.



                                    R-12<PAGE>
<PAGE>  29
                Wyman-Gordon Company Savings/Investment Plan
                   NOTES TO FINANCIAL STATEMENTS, (Cont.)


     PLAN DESCRIPTION, (Cont.)

     VESTING (Cont.)

  In addition to the vesting provided above, a Participant's
  Company Stock Match Account and Employer Matching Account
  shall become vested in accordance with the following
  schedules, unless (1) his or her hire date is on or before
  April 1, 1993 and he or she was an Employee of the Company on
  April 1, 1993 or (2) he or she was employed by WGFI, a
  subsidiary of the Company, on May 27, 1994, and was
  previously employed by Cameron Forged Products Company:

         COMPANY STOCK MATCH ACCOUNT "VESTING SCHEDULE"

     YEARS OF VESTING SERVICE         VESTED PERCENTAGE

       Less than 1                             0%
       1 but less than 2                      20%
       2 but less than 3                      40%
       3 but less than 4                      60%
       4 but less than 5                      80%
       5 or more                             100%

         EMPLOYER MATCHING ACCOUNT "VESTING SCHEDULE"

     YEARS OF VESTING SERVICE         VESTED PERCENTAGE

           Less than 5                         0%
           5 or more                         100%

     If this vesting schedule is changed, the vested percentage
     for each Participant shall not be less than his or her vested
     percentage determined as of the last day prior to this
     change, and for any Participant with at least three Years of
     Vesting Service when the schedule is changed, vesting shall
     be determined using the more favorable vesting schedule.

     WITHDRAWALS

     Withdrawals may only be made in accordance with the terms of
     the Plan.   Hardship withdrawals of tax deferred
     contributions and related earnings are subject to approval by
     the Plan Administrator based upon the Participant's financial
     need and are subject to IRS limitations. 

     Withdrawal of after-tax contributions, rollover account
     withdrawals, withdrawals for Participants over age 59 1/2 and
     withdrawals for certain Company contributions are allowed for
     amounts up to the extent of Participant's account balance
     with certain restrictions.




                                    R-13<PAGE>
<PAGE>  30
                Wyman-Gordon Company Savings/Investment Plan
                   NOTES TO FINANCIAL STATEMENTS, (Cont.)



     PLAN DESCRIPTION, (Cont.)

     PLAN TRUSTEE AND CUSTODIAN

     The Plan's Trustee and Custodian of its funds changed during
     1992 from State Street Bank and Trust Company to Wells Fargo
     Bank N.A.
     

     PARTICIPANT LOANS

     Participants may borrow, generally, up to the lesser of 100%
     of their total vested account balance in the Plan or $50,000
     less the highest outstanding plan loan balance during the
     one-year period preceding the date of the new loan.  The
     loans bear interest at market rates and are repaid in regular
     installments within five years.  Early prepayment is allowed.


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The following is a summary of significant accounting policies
     followed by the Plan in preparation of its financial
     statements.  The financial statements are prepared in
     accordance with generally accepted accounting principles:


     VALUATION OF INVESTMENTS

     Investments are valued on the basis of market valuations
     provided by independent pricing services.  Such valuations
     are generally determined as follows:

     *     Units of Wells Fargo Bank N.A. collective trust funds
           are valued on the basis of the unit value established
           for each fund at each valuation date.  Valuation of
           the Funds' units occurs, at a minimum, on a monthly
           basis.  Unit values are determined by dividing the
           value of the Funds' net assets by the number of units
           outstanding on the valuation date.

     *     Stocks and mutual funds traded on security exchanges
           are valued at closing market prices on the valuation
           date.


     SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME

     Security transactions are accounted for on the trade date. 
     Interest income is accounted for on the daily accrual basis. 
     Dividend income is recorded on the ex-dividend date.  The
     cost of securities sold is computed on an average cost basis.


                                    R-14<PAGE>
<PAGE>  31
                Wyman-Gordon Company Savings/Investment Plan
                   NOTES TO FINANCIAL STATEMENTS, (Cont.)




     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (Cont.)

     INVESTMENT INCOME

     Net investment income, as earned, is allocated to Participant
     accounts and reinvested.  The Plan presents, in the
     Statements of Changes in Net Assets Available for Plan
     Benefits, net appreciation (depreciation) in the fair market
     value of investments which consists of the realized gains or
     losses and the unrealized appreciation (depreciation) on
     those investments.  Income from investments is recorded as
     earned on an accrual basis.


     PURCHASES AND REDEMPTIONS OF UNITS

     The value of participating units, upon admission to or
     withdrawal from the Funds, is based upon the market value of
     net assets held as of the valuation date.  Upon purchase or
     redemption of units by a Participant, transaction costs
     incurred for the related security transactions are borne by
     that Participant.


     EXPENSES

     Account maintenance, transaction fees and expenses and
     investment fund management and maintenance fees are paid by
     the Participants; all other fees are paid by the Company.


3.   PLAN LIABILITIES

     Wells Fargo Bank uses a daily valuation method whereby all
     account activity and related transactions take place on the
     same day as the day of record.  Therefore, all benefit
     payments to Participants or Plan expenses are paid from the
     various funds on a current basis and at December 31, 1994
     there were no accrued liabilities for the Plan.














                                    R-15<PAGE>
<PAGE>  32
                Wyman-Gordon Company Savings/Investment Plan
                   NOTES TO FINANCIAL STATEMENTS, (Cont.)




4.   INVESTMENTS

     The fair value of individual investments that represent 5% or
     more of the Plan's net assets are as follows:

                                            1994        1993
     Wells Fargo Bank N.A., Stagecoach
     Asset Allocation Fund 
     (804,255 shares and 894,968 shares) $ 7,608,252 $9,191,320

     Wells Fargo Bank N.A., Stagecoach
     Growth Stock Fund (488,641 shares
     and 322,098 shares)                   5,482,552  3,546,299

     Wells Fargo Bank N.A., Stagecoach
     S&P 500 Fund (781,393 shares and
     268,506 shares)                       7,946,770  2,803,201

     Wells Fargo Bank N.A., Stagecoach
     U.S. Treasury Allocation Fund
     (725,583 shares and 356,132 shares)   6,340,582  3,536,396

     Wells Fargo Bank N.A., Income
     Accumulation Fund (1,600,829 shares
     and 613,762 shares)                  18,644,060  6,877,696


5.   OTHER MATTERS

     During the years ended December 31, 1994 and 1993 there were
     no loans, fixed income obligations or leases in default or
     classified as uncollectible by the Plan.





















                                    R-16<PAGE>
<PAGE>  33
<TABLE>
<CAPTION>
                Wyman-Gordon Company Savings/Investment Plan
                    Additional Information for Item 30(a)
        Supplemental Schedule of Assets Held for Investment Purposes
                           as at December 31, 1994


                      (b) Description
                      of investment
                      ment including
                      maturity date,
(a) Identity of issue rate of interest,
borrowers, lessor, or collateral par                   (d) Current
similar party         or maturity value    (c) Cost        value  
<S>                   <C>                 <C>          <C>
Wells Fargo Bank N.A. 74,528 Shares
                      Stagecoach 
                      LifePath 2000 Fund  $   736,062  $   710,998

Wells Fargo Bank N.A. 58,481 Shares
                      Stagecoach 
                      LifePath 2010 Fund      580,976      557,322

Wells Fargo Bank N.A. 30,280 Shares
                      Stagecoach 
                      LifePath 2020 Fund      301,464      291,298

Wells Fargo Bank N.A. 9,772 Shares
                      Stagecoach 
                      LifePath 2030 Fund       96,950       93,911

Wells Fargo Bank N.A. 5,776 Shares
                      Stagecoach 
                      LifePath 2040 Fund       57,792       56,489

Wells Fargo Bank N.A. 804,255 Shares
                      Stagecoach Asset
                      Allocation Fund       8,236,243    7,608,252

Wells Fargo Bank N.A. 488,641 Shares
                      Stagecoach Growth
                      Stock Fund            5,397,280    5,482,552

Wells Fargo Bank N.A. 781,393 Shares
                      Stagecoach 
                      S&P 500 Fund          8,176,592    7,946,769

Wells Fargo Bank N.A. 725,583 Shares
                      Stagecoach U.S.
                      Treasury Allocation
                      Fund                  6,744,036    6,340,583

Wells Fargo Bank N.A. 1,600,829 Shares
                      Income Accumulation
                      Fund                 18,644,060   18,644,060

</TABLE>

                                    R-17<PAGE>
<PAGE>  34
<TABLE>
<CAPTION>
                Wyman-Gordon Company Savings/Investment Plan
                    Additional Information for Item 30(a)
        Supplemental Schedule of Assets Held for Investment Purposes
                     as at December 31, 1994 (Continued)



                      (b) Description
                      of investment
                      ment including
                      maturity date,
(a) Identity of issue rate of interest,
borrowers, lessor, or collateral par                   (d) Current
similar party         or maturity value    (c) Cost        value  
<S>                   <C>                 <C>          <C>

Wells Fargo Bank N.A. 284,473 Shares
                      Wyman-Gordon
                      Stock Fund            2,525,422    2,742,318

Wells Fargo Bank N.A. 144,001 Shares
                      Cooper Common
                      Stock Fund            1,440,005    1,396,805

Wells Fargo Bank N.A. 185,451 Shares
                      Cooper Preferred
                      Stock Fund            1,856,733    1,770,543

                                          $54,793,615  $53,641,900

</TABLE>


























                                    R-17A<PAGE>
<PAGE>  35
<TABLE>
<CAPTION>
                Wyman-Gordon Company Savings/Investment Plan
                    Additional Information for Item 30(d)
               Supplemental Schedule of Reportable Transactions
                    For the Year Ended December 31, 1994 


                (b)Description
                of assets
                (include interest
(a)Identity of  rate and maturity    (c)Purchase   (d)Selling
party involved  in case of a loan)      price         price  
                
Series (iii) reportable transactions - series of transactions in
excess of 5% of Plan assets:
<S>             <C>                  <C>           <C>
Wells Fargo     Income Accumulation  $13,280,842            -
                Fund (189 Purchases,          -    $2,549,615
                91 Sales)

Wells Fargo     Stagecoach Asset     $ 2,843,413            -
                Allocation Fund                -   $3,704,676
                (127 Purchases, 
                101 Sales)

Wells Fargo     Stagecoach Growth    $ 3,379,794            -
                Stock Fund                     -   $1,535,318
                (155 Purchases, 
                74 Sales)

Wells Fargo     Stagecoach S&P 500   $ 7,185,421            -
                Fund (178 Purchases,           -   $1,764,961
                94 Sales)

Wells Fargo     Stagecoach U.S.      $11,139,811            -
                Treasury Allocation            -   $7,903,074
                Fund (157 Purchases,
                108 Sales)

Wells Fargo     Cooper Common Stock  $ 1,512,038            -
                Fund (1 Purchase,              -   $   75,261
                (16 Sales)

Wells Fargo     Cameron Forged       $ 5,510,596            -
                Equity Fund                    -   $5,612,302
                (2 Purchases,
                6 Sales)

Wells Fargo     Cooper Preferred     $ 2,256,858            -
                Stock Fund                     -   $  406,923
                (4 Purchases,
                26 Sales)

Wells Fargo     Wyman-Gordon Stock   $ 2,206,613            -
                Fund (154 Purchases,           -   $  712,767
                78 Sales)
</TABLE>

                                    R-18A<PAGE>
<PAGE>  36
<TABLE>
<CAPTION>
                 Wyman-Gordon Company Savings/Investment Plan
                    Additional Information for Item 30(d)
               Supplemental Schedule of Reportable Transactions
              For the Year Ended December 31, 1994 (Continued) 


                                      (h)Current
           (f)Expense                 value of asset
(e)Lease   incurred with   (g)Cost    on transaction   (i)Net gain
  rental   transaction     of asset   date               or (loss)

Series (iii) reportable transactions - series of transactions in
excess of 5% of Plan assets:
<S>        <C>             <C>          <C>            <C>

- - -          -               $13,280,842  $13,280,842            -                           
- - -          -               $ 2,549,615  $ 2,549,615            -


- - -          -               $ 2,843,413  $ 2,843,413            -
- - -          -               $ 3,939,715  $ 3,704,676    $(235,039)



- - -          -               $ 3,379,794  $ 3,379,794            -
- - -          -               $ 1,553,207  $ 1,535,318    $ (17,889)



- - -          -               $ 7,185,421  $ 7,185,421            -
- - -          -               $ 1,787,503  $ 1,764,961    $ (22,542)


- - -          -               $11,139,811  $11,139,811            -
- - -          -               $ 8,255,979  $ 7,903,074    $(352,905)



- - -          -               $ 1,512,038  $ 1,512,038            -
- - -          -               $    72,033  $    75,261    $   3,228


- - -          -               $ 5,510,596  $ 5,510,596            -
- - -          -               $ 5,510,596  $ 5,612,302    $ 101,706



- - -          -               $ 2,256,858  $ 2,256,858            -
- - -          -               $   409,125  $   406,923    $  (2,202)



- - -          -               $ 2,206,613  $ 2,206,613            -
- - -          -               $   657,491  $   712,767    $  55,276

</TABLE>

                                   R-18A-1<PAGE>
<PAGE>  37
<TABLE>
<CAPTION>
                 Wyman-Gordon Company Savings/Investment Plan
                    Additional Information for Item 30(d)
               Supplemental Schedule of Reportable Transactions
                    For the Year Ended December 31, 1994 



                (b)Description
                of assets
                (include interest
(a)Identity of  rate and maturity    (c)Purchase   (d)Selling
party involved  in case of a loan)      price         price  

Series (i) reportable transactions - single transactions in excess
of 5% of Plan assets:
<S>             <C>                  <C>           <C>
Wells Fargo     Income Accumulation  $1,372,952             -
                Fund (1 Purchase)

Wells Fargo     Income Accumulation  $4,360,742             -
                Fund (1 Purchase)

Wells Fargo     Stagecoach U.S.      $7,246,792             -
                Treasury Allocation
                Fund (1 Purchase)

Wells Fargo     Stagecoach U.S.               -    $3,048,705
                Treasury Allocation
                Fund (1 Sale)

Wells Fargo     Cooper Common Stock  $1,512,038             -
                Fund (1 Purchase)

Wells Fargo     Cameron Forged       $3,284,792             -
                Equity Fund
                (1 Purchase)

Wells Fargo     Cameron Forged                -    $1,776,293
                Equity Fund
                (1 Sale)

Wells Fargo     Cameron Forged       $2,225,805             -
                Equity Fund
                (1 Purchase)

Wells Fargo     Cameron Forged                -    $1,485,509
                Equity Fund
                (1 Sale)

Wells Fargo     Stagecoach S&P 500   $1,593,874             -
                Fund (1 Purchase)

Wells Fargo     Stagecoach U.S       $2,527,263             -
                Treasury Allocation
                Fund (1 Purchase)
</TABLE>

                                    R-18B<PAGE>
<PAGE>  38
<TABLE>
<CAPTION>
                 Wyman-Gordon Company Savings/Investment Plan
                    Additional Information for Item 30(d)
               Supplemental Schedule of Reportable Transactions
              For the Year Ended December 31, 1994 (Continued) 




                                      (h)Current
           (f)Expense                 value of asset
(e)Lease   incurred with   (g)Cost    on transaction   (i)Net gain
  rental   transaction     of asset   date               or (loss)

Series (i) reportable transactions - single transactions in excess
of 5% of Plan assets:
<S>        <C>             <C>          <C>            <C>
- - -          -               $1,372,952   $1,372,952             -


- - -          -               $4,360,742   $4,360,742             -


- - -          -               $7,246,792   $7,246,792             -



- - -          -               $3,153,462   $3,048,705     $(104,757)



- - -          -               $1,512,038   $1,512,038             -


- - -          -               $3,284,792   $3,284,792             -



- - -          -               $1,744,152   $1,776,293     $  32,141



- - -          -               $2,225,805   $2,225,805             -



- - -          -               $1,458,988   $1,485,509     $  26,521



- - -          -               $1,593,874   $1,593,874             -


- - -          -               $2,527,263   $2,527,263             -


</TABLE>

                                   R-18B-1


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