MOOG INC, S-3, 1997-11-24

MOOG INC
S-3, 1997-11-24
MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 24, 1997

REGISTRATION STATEMENT NO. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

MOOG INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C>
NEW YORK 16-0757636
(STATE OF INCORPORATION) (I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
</TABLE>

EAST AURORA, NEW YORK 14052-0018
(716) 652-2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------

ROBERT T. BRADY
CHAIRMAN OF THE BOARD,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
EAST AURORA, NEW YORK 14052-0018
(716) 652-2000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE OF PROCESS)
------------------------

COPIES TO:

<TABLE>
<S> <C>
JOHN B. DRENNING, ESQ. JERRY V. ELLIOTT, ESQ.
DAVID J. MURRAY, ESQ. JAMES S. SCOTT, SR., ESQ.
PHILLIPS, LYTLE, HITCHCOCK, SHEARMAN & STERLING
BLAINE & HUBER LLP 599 LEXINGTON AVENUE
3400 MARINE MIDLAND CENTER NEW YORK, NEW YORK 10022
BUFFALO, NEW YORK 14203 (212) 848-4000
(716) 847-8400
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

If the only securities being registered on this Form are being 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. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
============================================================================================================
PROPOSED
PROPOSED MAXIMUM
MAXIMUM OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO PRICE PER OFFERING REGISTRATION
BEING REGISTERED BE REGISTERED(1) SHARE(2)(3) PRICE(3) FEE(3)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, $1.00 par value... 2,300,000 shares $37.07 $85,261,000.00 $25,836.67
============================================================================================================
</TABLE>

(1) Includes Shares which the Underwriters have the option to purchase solely to
cover over-allotments, if any.
(2) Provided solely for the purpose of calculating the registration fee.
(3) The proposed maximum offering price per Share and the registration fee were
calculated in accordance with Rule 457(c) under the Securities Act of 1933.
The registration fee has been calculated as follows: 1/33rd of 1% of $37.07,
the average of the high and low prices of the Common Stock on the American
Stock Exchange consolidated reporting system on November 18, 1997,
multiplied by the number of Shares offered.
------------------------

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 THIS 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> 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 LAWS
OF ANY SUCH STATE.

PROSPECTUS (Subject to Completion)

Issued November 24, 1997

2,000,000 Shares

[MOOG LOGO]
CLASS A COMMON STOCK
------------------------
OF THE 2,000,000 SHARES OF CLASS A COMMON STOCK ("COMMON STOCK") OFFERED HEREBY,
1,700,000 SHARES ARE BEING OFFERED BY MOOG INC. ("MOOG" OR THE "COMPANY") AND
300,000 SHARES ARE BEING SOLD BY A STOCKHOLDER. SEE "PRINCIPAL AND SELLING
STOCKHOLDERS." THE COMMON STOCK IS TRADED ON THE AMERICAN STOCK EXCHANGE UNDER
THE SYMBOL "MOGA." ON NOVEMBER 20, 1997, THE REPORTED LAST SALE PRICE OF THE
COMMON STOCK ON THE AMERICAN STOCK EXCHANGE WAS $36.75 PER SHARE.
------------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 9 FOR INFORMATION THAT SHOULD BE CONSIDERED
BY PROSPECTIVE INVESTORS.
------------------------
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.
------------------------

PRICE $ A SHARE
------------------------

<TABLE>
<CAPTION>
UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND PROCEEDS TO SELLING
PUBLIC COMMISSIONS(1) COMPANY(2) STOCKHOLDERS
------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per Share............... $ $ $ $
Total(3)................ $ $ $ $
</TABLE>

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

(1) The Company and the Selling Stockholder have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933. See "Underwriters."
(2) Before deducting expenses payable by the Company estimated at $400,000.
(3) The Company has granted the Underwriters an option, exercisable within 30
days of the date hereof, to purchase up to an aggregate of 300,000
additional shares of Common Stock at the price to public less underwriting
discounts and commissions, for the purpose of covering over-allotments, if
any. If the Underwriters exercise such option in full, the total price to
public, underwriting discounts and commissions and proceeds to the Company
will be $ , $ and $ , respectively. See "Underwriters."
------------------------

The Shares are offered, subject to prior sale, when, as and if accepted by
the Underwriters named herein and subject to approval of certain legal matters
by Shearman & Sterling, counsel for the Underwriters. It is expected that
delivery of the Shares will be made on or about , 1998, at the office
of Morgan Stanley & Co. Incorporated, New York, N.Y., against payment therefor
in immediately available funds.
------------------------
MORGAN STANLEY DEAN WITTER COWEN & COMPANY
November , 1997
<PAGE> 3
[Photograph of Boeing 747 with Moog
product locations highlighted]

[Fold-out with photograph of Lockheed
Martin Titan IV with Moog product
locations highlighted]

[Fold-out with photograph of Turbine
Engine with Moog product
locations highlighted]

<PAGE> 4

NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN AS CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, BY THE SELLING STOCKHOLDER
OR BY ANY UNDERWRITER. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES IMPLY THAT THE INFORMATION HEREIN IS
CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY BY ANY PERSON
IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFERING OR
SOLICITATION.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Summary............................................................................... 3
Risk Factors.......................................................................... 9
Use of Proceeds....................................................................... 12
Price Range of Common Stock and Dividend Policy....................................... 13
Capitalization........................................................................ 14
Selected Consolidated Financial and Operating Data.................................... 15
Management's Discussion and Analysis of Financial Condition and Results of
Operations.......................................................................... 17
Business.............................................................................. 25
Management............................................................................ 35
Certain Transactions.................................................................. 37
Principal and Selling Stockholders.................................................... 38
Description of Capital Stock.......................................................... 41
Shares Eligible for Future Sale....................................................... 42
Description of Certain Indebtedness................................................... 43
Underwriters.......................................................................... 45
Legal Matters......................................................................... 46
Independent Auditors.................................................................. 46
Incorporation of Certain Documents by Reference....................................... 46
Available Information................................................................. 47
Glossary of Significant Terms......................................................... G-1
Index to Consolidated Financial Statements............................................ F-1
</TABLE>

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

Market data and certain industry forecasts used throughout this Prospectus
were obtained from market research, publicly available information and industry
publications. Industry publications generally state that the information
contained therein has been obtained from sources believed to be reliable, but
that the accuracy and completeness of such information is not guaranteed.
Similarly, industry forecasts and market research, while believed to be
reliable, have not been independently verified, and neither the Company nor the
Underwriters make any representation as to the accuracy of such information.

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

Statements contained in this Prospectus regarding Moog's expectations with
respect to future operations and other information, which can be identified by
the use of forward looking terminology, such as "may," "will," "expect,"
"anticipate," "estimate" or "continue" or the negative thereof or variations
thereon or comparable terminology, are forward looking statements. See "Risk
Factors" for cautionary statements identifying important factors with respect to
such forward looking statements that could cause actual results to differ
materially from results referred to in forward looking statements. There can be
no assurance that Moog's expectations regarding any of these matters will be
fulfilled.

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

"Moog" is a registered trademark of the Company. This Prospectus also
includes product names and other trade names and trademarks of the Company and
product names, trademarks and trade names owned by other organizations.
------------------------

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK.
SPECIFICALLY, THE UNDERWRITERS MAY OVERALLOT IN CONNECTION WITH THE OFFERING,
AND MAY BID FOR AND PURCHASE, SHARES OF THE COMMON STOCK IN THE OPEN MARKET. FOR
A DESCRIPTION OF THESE ACTIVITIES SEE "UNDERWRITERS."
<PAGE> 5

SUMMARY

The following summary is qualified in its entirety by, and should be read
in conjunction with, the more detailed information and the Consolidated
Financial Statements of the Company, including the related notes, appearing
elsewhere in this Prospectus. As used in this Prospectus, "Moog" and the
"Company" refer to Moog Inc., a New York corporation, and its subsidiaries.
Unless otherwise indicated, all information in this Prospectus assumes that the
Underwriters' over-allotment option to purchase from the Company up to 300,000
additional shares of Common Stock will not be exercised. See "Glossary of
Significant Terms" for the definitions of certain capitalized terms used in this
Prospectus. Certain financial information in this Prospectus refers to a
year-end of September. The Company's year-end for 1993 through 1996 was
September 30. The Company changed its year-end to the last Saturday of each
September commencing with the year ended September 27, 1997. Unless otherwise
indicated, all financial information in this Prospectus given for or as of a
specified year is for or as of the Company's fiscal year. Moog's corporate
offices are located at Jamison Road and Seneca Street, East Aurora, New York
14052, and its telephone number is (716) 652-2000.

THE COMPANY

The Company, founded in 1951, is a leading worldwide designer and
manufacturer of a broad range of high performance, precision motion and fluid
control products and systems for aerospace and industrial markets. Moog's
servoactuation systems are critical to the flight control of commercial and
military aircraft, positioning satellites, controlling the thrust of space
launch vehicles, steering tactical and strategic missiles, and a wide variety of
hydraulic and electric industrial applications that require the precise control
of position, velocity and force. The Company is a recognized global leader in
precision controls technology.

In 1997, Moog's sales and net income were $455.9 million and $13.6 million,
respectively, with 64.0% of the Company's sales derived from Aerospace customers
and 36.0% from Industrial customers. Since 1993, when sales and net income were
$293.7 million and $4.8 million, respectively, sales have increased by a
compound average of 11.6% annually, while net income has increased by a compound
average of 29.7% annually.

PRODUCTS, CUSTOMERS AND MARKETS

The Company is the market leader in terms of sales in four of its five
principal product lines: Commercial Aircraft, Satellites and Launch Vehicles,
Military Aircraft and Industrial Hydraulics. Presented and described below are
the Company's five principal product lines.

1997 SALES BY PRODUCT LINE
(DOLLARS IN MILLIONS)

<TABLE>
<S> <C> <C>
Commercial Aircraft......................................................... $101.6 22.3%
Military Aircraft........................................................... 124.4 27.3
------ -----
Aircraft Controls...................................................... 226.0 49.6
Satellites and Launch Vehicles.............................................. 65.8 14.4
------ -----
TOTAL AEROSPACE................................................... 291.8 64.0
------ -----
Industrial Hydraulics....................................................... 111.9 24.5
Industrial Electrics........................................................ 52.2 11.5
------ -----
TOTAL INDUSTRIAL.................................................. 164.1 36.0
------ -----
TOTAL........................................................ $455.9 100.0%
====== =====
</TABLE>

3
<PAGE> 6

Commercial Aircraft. In the Commercial Aircraft market, Moog supplies
technologically advanced flight controls and engine controls. Moog provides
flight controls to Boeing for use on the 747, 757, 767 and 777 aircraft, in
addition to supplying servovalves on all Boeing 7 series aircraft, pursuant to
exclusive contracts which contain pre-determined prices. The Boeing 747, 757 and
767 contracts run through 2002, while the Boeing 777 contract runs through 2006.
Moog supplies servovalves on all Airbus models as well as flight control
actuators on the A330 and A340. In addition, the Company supplies a wide range
of servovalves or servoactuators to Gulfstream, Cessna and manufacturers of
other business and regional aircraft.

Satellites and Launch Vehicles. Moog manufactures motion, fluid and
propellant controls and systems which are used to control the flight and
positioning of satellites, launch vehicles, the Space Shuttle and missiles. The
Company believes it has the leading market share in satellite propulsion as well
as strategic missile and launch vehicle steering systems. The Company also
believes that it is the technology leader in electric propulsion, thruster and
isolation valves. By virtue of its leading market position, the Company expects
to benefit from the continuing growth in the satellite market.

Military Aircraft. In the market for military aircraft controls, Moog
supplies products similar to those supplied to the Commercial Aircraft market,
with additional emphasis on technological performance, weight minimization and
mission survivability. Moog participates in several significant programs
including the F-15 Eagle, F-16 Falcon, F/A-18 Hornet and Super Hornet, V-22
Osprey tiltrotor and Joint Strike Fighter.

Industrial Hydraulics. The Company serves the global market for industrial
hydraulic controls primarily through the manufacture of custom designed,
precision servovalves. Moog believes it is the recognized world leader in terms
of breadth of product offering, technology and market share for industrial
servovalves. Moog servovalves are the key elements providing an interface
between the customer's control electronics and motion producing hydraulic
systems. Industrial Hydraulic applications include plastic injection and blow
molding machines, industrial steam and gas turbines, steel rolling mills,
sawmill equipment, metal forming presses, mobile and marine equipment, and
fatigue testing machines.

Industrial Electrics. Applications for the Company's Industrial Electric
products include motion simulators, military ground vehicles, plastic injection
and blow molding machines, material handling robots, carpet manufacturing and
packaging equipment. Moog markets high performance, custom designed brushless
motors, motor controllers and microprocessor-based machine controls where high
speed, accuracy, quality and reliability are essential.

BUSINESS STRATEGY

The Company's objective is to enhance shareholder value by improving net
earnings as sales and net margins continue to grow. The Company's strategy to
achieve this objective consists of four key elements:

Enhance Market Leadership. The Company is focusing on enhancing its
leadership position in high-end precision control markets. In product areas
representing approximately 89% of its 1997 sales, the Company believes it is a
technology leader and the market leader in terms of sales. In Aerospace, Moog is
an internationally recognized leader in technologically advanced control systems
and components that are custom designed to perform to exacting specifications.
As a result, the majority of Moog's Aerospace sales is derived from long-term,
exclusive contracts.

Pursue Acquisition Opportunities. The Company believes that there are
opportunities to increase the Company's sales, operating earnings and market
positions through acquisitions of smaller complementary businesses. The Company
believes that these opportunities will continue to arise as suppliers
consolidate and increase their focus on core operations. The Company has
successfully integrated two major acquisitions in recent years. In June 1994,
certain mechanical and hydraulic actuation product lines of AlliedSignal were
acquired and, in October 1996, the U.S. industrial hydraulic controls business
of International Motion Control Inc. was acquired. These two acquisitions have
contributed approximately $120 million in sales for 1997.

4
<PAGE> 7

the diversity of its product applications stimulates and accelerates its product
development and provides the Company with a distinct competitive advantage.

Focus on Aftermarket. Aftermarket sales are generally more profitable and
less volatile than OEM sales. The Company aggressively markets spares, parts and
repair services directly to its customers and end-users. The Company's
international operations emphasize its global presence and better position the
Company to capture the available domestic and international Aftermarket
business. In 1997, the Company's Aftermarket sales represented approximately 19%
of sales.

KEY GROWTH OPPORTUNITIES

Moog believes that its strategy and competitive strengths provide it with a
foundation from which to enhance shareholder value through participation in
several key markets.

Rapid Growth of Satellites and Launch Vehicles. The Company supplies
propulsion controls on most major GEO and LEO programs, including Eurostar,
Iridium, Milstar and Space Systems/Loral FS-1300 series. In the GEO satellite
market, an estimated 175 satellites were launched over the last ten years, which
compares with 270 satellites projected to be launched over the next ten years.
In addition to growth in the GEO market, it is expected that more than 1,000 LEO
satellites will be launched over the next ten years. This growth is being driven
by the introduction of new digital communications services, such as global
mobile wireless and direct broadcast satellite systems, and the increasing
demand for existing transmission services in the broadcast, business
communications and long distance telephone markets. Moog also supplies steering
controls on launch vehicles including Titan IV, Atlas Centaur, Ariane V and the
Space Shuttle. The Company is also designing steering controls for launch
vehicles in development such as the Kistler K-1. Based upon the growth potential
in these markets, the Company is devoting additional resources to this product
line.

Expanding Commercial Aircraft Market. Boeing has forecasted that global
commercial passenger miles will grow at 4.9% per annum over the next 20 years
with the number of commercial aircraft in service doubling from 11,500 to more
than 23,000. With 22.3% of the Company's 1997 sales derived from the Commercial
Aircraft market, and with its established position on growing aircraft programs
at Boeing, Airbus and other aerospace OEMs, the Company believes it is
well-positioned to capitalize on this expanding market.

Growth in Military Aircraft Programs. U.S. procurement priorities are
expected to benefit the Company as a result of its strong supplier positions on
the F/A-18 E/F Super Hornet and V-22 Osprey tiltrotor programs. Both programs
are currently in the initial production phase and are moving toward full scale
production. The Company also participates on both teams competing for the
contract to manufacture the Joint Strike Fighter. These growth programs
complement numerous other military aircraft programs already in full scale
production, such as the F-15 Eagle, F-16 Falcon and F/A-18 C/D Hornet.

Enhanced Profitability for Industrial Controls. Industrial Controls
represented 36.0% of the Company's 1997 sales, of which approximately 64% were
in international markets. In October 1996, the Company acquired from
International Motion Control Inc. its U.S. market-leading industrial hydraulic
controls business. Increased global coordination of the Company's industrial
product marketing, development and distribution, in addition to rationalizing
the Company's international industrial manufacturing capabilities during 1997,
are expected to provide increased profit margins. The future sales growth of
this product line is expected to come from new market applications such as
entertainment simulators and from initiatives to take advantage of the Company's
international business presence.

5
<PAGE> 8

THE OFFERING

Class A Common Stock offered:
By the Company................................ 1,700,000 shares
By the Selling Stockholder.................... 300,000 shares

Total...................................... 2,000,000 shares

Class A Common Stock to be outstanding after the
Offering(1)..................................... 7,169,715 shares

Class B Common Stock outstanding(1)............. 1,589,086 shares

Class A Common Stock and Class B Common Stock to
be outstanding after the Offering(1)............ 8,758,801 shares

Use of proceeds................................. The net proceeds to the
Company will be used to repay
outstanding bank
indebtedness. The Company
will not receive any proceeds
from the shares of Class A
Common Stock being sold by
the Selling Stockholder. See
"Use of Proceeds."

American Stock Exchange symbol.................. "MOGA"
- ---------------
(1) Based on 5,469,715 shares of Class A Common Stock and 1,589,086 shares Class
B Common Stock outstanding on November 10, 1997. Excludes (i) 268,650 shares
of Class A Common Stock and 85,000 shares of Class B Common Stock issuable
upon exercise of stock options outstanding on November 10, 1997 at weighted
average exercise prices of $8.15 and $14.75 per share, respectively, and
(ii) 8,146 shares of Class A Common Stock issuable upon conversion of
outstanding shares of Series B Preferred Stock. Shares of Class B Common
Stock are convertible into shares of Class A Common Stock on a one-for-one
basis. Other than with respect to the election of directors or as required
by law, holders of Class A Common Stock and Class B Common Stock vote as a
single class with the record holder of each share of Class A Common Stock
entitled to a one-tenth vote per share and the record holder of each share
of Class B Common Stock entitled to one vote per share. See "Description of
Capital Stock."

RISK FACTORS

FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN EVALUATING
AN INVESTMENT IN THE COMMON STOCK, SEE "RISK FACTORS."

6
<PAGE> 9

SUMMARY CONSOLIDATED FINANCIAL DATA

The following table sets forth summary historical consolidated financial
and operating information of the Company for the periods indicated. The
historical financial information for each of the three years ended September
1995, 1996 and 1997 and as of September 27, 1997, except backlog data presented
under the caption "Key Operating Data", has been derived from the Company's
audited consolidated financial statements. See "Selected Consolidated Financial
and Operating Data."

<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER,
----------------------------------------
1995 1996 1997(1)
---------- ---------- ----------
(DOLLARS IN THOUSANDS,
EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
STATEMENT OF INCOME:
Net sales.............................................. $ 374,284 $ 407,237 $ 455,929
Other income........................................... 2,166 2,380 1,565
--------- --------- ---------
376,450 409,617 457,494
--------- --------- ---------
COSTS AND EXPENSES:
Cost of sales.......................................... 265,033 281,710 315,380
Research and development............................... 15,783 17,303 17,798
Selling, general and administrative.................... 68,457 75,707 81,413
Interest............................................... 17,492 18,124 22,675
Other expenses......................................... 895 723 649
--------- --------- ---------
367,660 393,567 437,915
--------- --------- ---------
Earnings before income taxes and extraordinary item.... 8,790 16,050 19,579
Income taxes........................................... 1,029 4,831 5,973
--------- --------- ---------
Earnings before extraordinary item..................... 7,761 11,219 13,606
Extraordinary item, loss from early extinguishment of
debt, net of income taxes(2)......................... -- (510) --
--------- --------- ---------
Net earnings........................................... $ 7,761 $ 10,709 $ 13,606
========= ========= =========
SHARE DATA(3)(4):
Net earnings per share before extraordinary item....... $ 1.00 $ 1.47 $ 1.88
Extraordinary item per share........................... -- (.07) --
--------- --------- ---------
Net earnings per share................................. $ 1.00 $ 1.40 $ 1.88
========= ========= =========
Weighted average common and common equivalent shares
outstanding.......................................... 7,721,927 7,639,313 7,224,612
KEY OPERATING DATA:
Capital expenditures................................... $ 10,232 $ 10,885 $ 13,713
Depreciation & amortization............................ 19,675 19,632 21,267
Backlog(5)............................................. 237,941 243,310 280,365
</TABLE>

<TABLE>
<CAPTION>
AS OF SEPTEMBER 27, 1997
---------------------------
ACTUAL AS ADJUSTED(6)
-------- --------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
BALANCE SHEET DATA:
Working capital.................................................... $187,521 $187,521
Property, plant and equipment, net................................. 132,109 132,109
Total assets....................................................... 490,563 490,563
Total long-term debt (including current portion)................... 236,922 177,724
Shareholders' equity............................................... 114,191 173,389
</TABLE>

(footnotes on following page)

7
<PAGE> 10

- ---------------
(1) Includes the effects of the October 1996 acquisition of the U.S. industrial
hydraulics business of International Motion Control Inc.

(2) The extraordinary item in 1996 represents prepayment and amendment fees and
the write-off of deferred debt issuance costs associated with a refinancing.

(3) In February 1997, the FASB issued SFAS No. 128, "Earnings per Share," which
is required to be adopted by the Company in fiscal 1998. At that time, the
Company will change the method currently used to compute earnings per share
and restate all prior periods, as required. As calculated under SFAS No.
128, the pro forma, restated basic EPS for 1995, 1996 and 1997 is $1.00,
$1.44 and $1.95, respectively, and the pro forma, restated diluted EPS is
$1.00, $1.40 and $1.88, respectively.

(4) The Company did not pay cash dividends on common shares during the three
years ended September 27, 1997.

(5) Backlog consists of that portion of open orders for which sales are expected
to be recognized over the next twelve months.

(6) "As Adjusted" data reflects the sale of 1,700,000 shares of Common Stock
offered by the Company at an assumed public offering price of $37.00 per
share and the application of proceeds to reduce indebtedness as described in
"Use of Proceeds."

8
<PAGE> 11

RISK FACTORS

Prospective purchasers should consider carefully the following factors, as
well as the other information contained in this Prospectus in evaluating an
investment in the Common Stock. Statements contained in this Prospectus
regarding Moog's expectations with respect to future operations and other
information, which can be identified by the use of forward looking terminology,
such as "may," "will," "expect," "anticipate," "estimate" or "continue" or the
negative thereof or variations thereon or comparable terminology, are forward
looking statements. The discussions set forth below constitute cautionary
statements identifying important factors with respect to such forward looking
statements, including certain risks and uncertainties, that could cause actual
results to differ materially from results referred to in forward looking
statements. There can be no assurance that Moog's expectations regarding any of
these matters will be fulfilled.

CYCLICAL INDUSTRIES; DEPENDENCE ON KEY CUSTOMERS

The Company's customers manufacture aircraft, satellites and launch
vehicles and automated industrial equipment. These industries are sensitive to
fluctuations in general business cycles and government procurement requirements,
and the Company's supply agreements with the various OEMs generally do not
provide for minimum volumes. Sales to prime contractors supplying U.S. and
foreign governments are dependent on the funding of programs in which the
Company participates. Demand for the Company's industrial products is dependent
upon spending for capital goods. There can be no assurance that government
funding for the programs on which the Company participates will not be reduced
or eliminated, or that aerospace OEMs or manufacturers of industrial equipment
will not reduce their orders for the Company's products.

While the Company markets its products to a wide variety of customers,
there is a concentration of business with certain customers. Boeing is Moog's
largest customer and represented approximately 19% of 1997 sales. Sales to U.S.
government prime contractors and subcontractors, which includes military sales
to Boeing, represented approximately 30% of 1997 sales. The loss of Boeing or
the U.S. government contractors as customers, or a significant reduction in
sales to such customers, would have a material adverse effect on the Company and
the market value of the Common Stock. In addition, if Boeing or the U.S.
government contractors determine to temporarily reduce production levels for
capacity or other reasons, the Company and the market value of the Common Stock
may be adversely affected.

COMPETITION

The fluid and motion control systems business is highly competitive and is
characterized by advancing technologies. Competition in each product line is
based primarily upon design capability, product performance and life, service,
price and delivery time. In certain product lines, technological considerations
predominate over price considerations, and in others price considerations are
paramount. While the Company believes that it competes effectively on all these
bases, there can be no assurance that the Company will be able to maintain its
technological leadership in its Aerospace and Industrial Hydraulics product
lines, or that it will be able to continue to compete effectively on the basis
of price.

The Company competes with various large national and international
companies, some of which are substantially larger than the Company and have
greater financial and other resources. There can be no assurance that any of
such competitors will not increase the resources devoted to the development and
marketing, including discounting, of products competitive with those of the
Company which could have a material adverse effect on the Company and the market
value of the Common Stock. See "Business -- Competition."

RISKS ASSOCIATED WITH DEFENSE INDUSTRY AND GOVERNMENT CONTRACTING

Approximately 39% of the Company's 1997 sales were derived from U.S. and
foreign government contracts. For the foreseeable future, the Company expects
that the percentage of its revenues attributable to such contracts will continue
to be substantial. Government expenditures for defense products may or may not
decline after 1997. Any such reductions may or may not have an effect on the
Company's programs; however, in the event expenditures for products of the type
manufactured by the Company are reduced and not offset by

9
<PAGE> 12

other new programs or products, there will be a reduction in the volume of
contracts awarded to the Company. Unless offset, such reductions could adversely
affect the Company's earnings.

In addition to its dependence on government contracts, the Company, like
all government contractors, is subject to risks associated with such
contracting, which include the potential for substantial civil and criminal
fines and penalties for, among other matters, failure to follow procurement
integrity and bidding rules, employing improper billing practices or otherwise
failing to follow cost accounting standards, receiving or paying kickbacks or
filing false claims. As a result of its government contracting business, the
Company has been, and is expected to be, subjected to audits and investigations
by government agencies. In addition to potential damage to the Company's
business reputation, the failure to comply with the terms of one or more of its
government contracts could also result in the Company's progress payments being
withheld or in the Company's suspension or debarment from future government
contracts for a significant period of time. The fines and penalties which could
result from noncompliance with appropriate standards and regulations, or the
Company's suspension or debarment, could have a material adverse effect on the
Company and the market value of the Common Stock. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations -- Overview."

CATASTROPHIC LOSS OF FACILITIES

The Company has facilities in southern California and the Philippines which
account for a substantial portion of the Company's global manufacturing,
assembly and test capacity. These geographic areas are particularly susceptible
to earthquakes. In addition, the Company's Philippines facility which opened in
1985 is subject to various risks associated with operations in that country,
including risks of property damage or personal injuries from civil or political
unrest, and risks of the expropriation of private property. Although the Company
carries property insurance, including earthquake insurance and business
interruption insurance, consistent with industry standards, it generally does
not carry political risk insurance. Thus, there can be no assurance that any
losses suffered as a result of these risks will be covered, or if covered by
such insurance, that such insurance will be sufficient to fully recompense the
Company. Any such catastrophic loss could have a material adverse effect on the
Company and the market value of the Common Stock.

PRODUCT LIABILITY

The products manufactured by the Company are used in applications where
their failure could result in significant property loss, serious personal injury
and death. The Company carries aircraft and non-aircraft product liability
insurance consistent with industry norms. In the last ten years the Company has
had few product liability claims, all of which were covered by insurance.
However, there can be no assurance that such insurance will be sufficient to
fully cover the payment of any potential claim. A significant product liability
claim against the Company could have a material adverse effect on the Company
and the market value of the Common Stock.

EXPOSURE TO FOREIGN CURRENCY FLUCTUATIONS; INTERNATIONAL OPERATIONS

The Company has significant manufacturing and sales operations in foreign
countries. The production costs, profit margins and competitive position of the
Company can be affected by the strength of the currencies in countries where it
manufactures or purchases goods relative to the strength of the currencies in
countries where its products are sold. The Company's results of operations and
financial position may be adversely affected by fluctuations in foreign
currencies and by translations of the financial statements of the Company's
foreign subsidiaries from local currencies into U.S. dollars. Further,
international operations are generally subject to various risks that are not
present in domestic operations, including restrictions on dividends, the tax
impact of the repatriation of funds and expropriation of private property. Any
of these risks could have a material adverse effect on the Company and the
market value of the Common Stock. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

10
<PAGE> 13

LEVERAGE

After giving effect to the Offering and the use of proceeds, the Company
would have had approximately $179.0 million of total indebtedness, and $173.4
million of shareholders' equity as of September 27, 1997. As of that date the
Company would also have had unused borrowing capacity of $146.9 million on a pro
forma basis, which can be used to fund acquisitions or growth in working
capital. The degree to which the Company is leveraged could have important
consequences, including that the Company's ability to obtain additional
financing in the future for working capital, capital expenditures, acquisitions
or other purposes may be impaired, the Company's flexibility in planning for or
reacting to changes in market conditions may be limited, and the Company may be
more vulnerable in the event of a downturn in its business. The Company expects
that its cash flow from operations will be sufficient to cover its expenses,
including fixed charges. However, the Company's ability to satisfy its
obligations will be dependent upon the future performance of the Company, which
will be subject to prevailing economic conditions and to financial, business and
other factors, including factors beyond the control of the Company.

As of September 27, 1997, the Company had $238.2 million in aggregate
borrowings outstanding under its various credit facilities. All revolving
borrowings under the Bank Credit Facility mature on October 1, 2000 and all term
borrowings under the Bank Credit Facility will be repaid in quarterly
installments ending on July 1, 2001. There can be no assurance that the Company
will be able to either replace or refinance the Bank Credit Facility at
maturity. Furthermore, because the Bank Credit Facility provides for interest at
floating rates, the Company's financial performance may be adversely affected by
fluctuations in interest rates. See "Description of Certain Indebtedness."

VOTING RIGHTS OF COMMON STOCK

The voting rights of the holders of Common Stock are limited by the
Company's Certificate of Incorporation. Holders of Common Stock are entitled to
elect at least 25% of the Board of Directors (rounded up to the nearest whole
number) so long as the number of shares of Common Stock is at least 10% of the
aggregate number of outstanding shares of Common Stock and Class B Common Stock.
Currently, the holders of Common Stock are entitled, as a class, to elect three
directors of the Company, and the holders of the Class B Common Stock are
entitled, as a class, to elect the remaining six directors. Other than on
matters relating to the election of directors or as is required by law, where
the holders of Common Stock and Class B Common Stock vote as separate classes,
the record holder of each outstanding share of Common Stock is entitled to a
one-tenth vote per share, and the record holder of each outstanding share of
Class B Common Stock is entitled to one vote per share, on all matters to be
voted on by the shareholders. See "Description of Capital Stock."

Several relatives of the late Jane B. Moog have entered into the Moog
Family Agreement as to Voting which requires that all shares of Common Stock and
Class B Common Stock owned by the parties thereto be voted together as a block.
The agreement currently relates to 144,288 shares of Common Stock and 270,988
shares of Class B Common Stock. Accordingly, the Moog Family Agreement as to
Voting may significantly impact any vote of the Company's shareholders. See
"Principal and Selling Stockholders -- Moog Family Agreement as to Voting."

LIMITATIONS ON ABILITY TO CHANGE CONTROL

The relative voting rights of the Common Stock and Class B Common Stock and
the ownership of approximately 75% of the Class B Common Stock by affiliates of
the Company could have the effect of discouraging a takeover or other
transaction in which the holders of Common Stock might receive a premium

11
<PAGE> 14

for their Common Stock over the then prevailing market price or which such
holders might believe to be otherwise in their best interest. In addition,
certain other characteristics of the Company could have the effect of
discouraging such a transaction. Eight officers and a former officer of the
Company hold Series B Preferred Stock of the Company, the terms of which provide
that the holders thereof will vote as a class on certain takeover transactions.
All of the holders of Series B Preferred Stock have entered into an agreement
which restricts the transferability of such shares and pursuant to which they
must vote all Series B Preferred Stock in such manner as is determined by the
holders of a majority of such shares. See "Principal and Selling
Stockholders -- Officers' Series B Preferred Stock Agreement."

In addition, 9,800,000 shares of Preferred Stock are reserved for issuance
by the Company's Board of Directors without shareholder approval. These shares,
when issued, will have rights, privileges and preferences as determined by the
Board of Directors in its sole discretion. The Series B Preferred Stock, as well
as other Preferred Stock that may be issued in the future, could have the effect
of delaying or preventing a change in control of the Company even if a change in
control were in the shareholders' interest.

A change in control of the Company would be an event of default under the
Company's Bank Credit Facility and would require the Company to offer to
purchase the 10% Senior Subordinated Notes at a premium. In addition, the New
York Business Corporation Law imposes certain restrictions and procedures with
respect to the acquisition of certain levels of share ownership and business
combinations. These provisions of the Bank Credit Facility, the 10% Senior
Subordinated Notes and the New York Business Corporation Law could have the
effect of delaying or preventing a change in control of the Company even if a
change in control were in the shareholders' interest.

SHARES AVAILABLE FOR FUTURE SALE; MARKET VOLATILITY

Upon completion of the Offering, and assuming no exercise of the
Underwriters' over-allotment option, there will be 7,169,715 shares of Common
Stock outstanding and 1,589,086 shares of Class B Common Stock outstanding.
Options to purchase 268,650 shares of Common Stock and 85,000 shares of Class B
Common Stock are currently outstanding and exercisable under the Company's 1983
Incentive Stock Option Plan and the 1983 Non-Statutory Stock Option Plan,
respectively. In addition, 8,146 shares of Common Stock are reserved for
issuance upon conversion of the Series B Preferred Stock.

No predictions can be made as to the effect, if any, that future issuances
of shares of Common Stock or Class B Common Stock, or the availability of shares
of Common Stock and Class B Common Stock for future sales, will have on the
market price of the shares of Common Stock or Class B Common Stock prevailing
from time to time after the Offering. Moreover, stock markets generally have
recently been subject to volatility. Sales of substantial amounts of Common
Stock and Class B Common Stock, or the perception that sales could occur, as
well as continued market volatility, could adversely affect prevailing market
prices for the Common Stock and Class B Common Stock. The Company, the Selling
Stockholder and certain directors and officers of the Company have agreed that,
without the consent of Morgan Stanley & Co. Incorporated on behalf of the
Underwriters and subject to certain exceptions, they will not sell any shares of
Common Stock for a period of 90 days after the date of this Prospectus. See
"Underwriters."

USE OF PROCEEDS

The net proceeds to the Company from the Offering are estimated to be
approximately $59.2 million (assuming an offering price of $37.00 per share),
after deducting estimated underwriting discounts and commissions and estimated
Offering expenses. The Company will not receive any proceeds from the sale of
Common Stock by the Selling Stockholder.

The Company intends to use the net proceeds of the Offering to repay
amounts outstanding under its U.S. revolving credit facility, thereby increasing
its financial flexibility. Interest on the U.S. revolving credit facility, with
maturities extending through 2001, is accrued at a rate of LIBOR plus 1.75%.
After giving pro forma effect to such repayment at September 27, 1997, the
Company would have had approximately $146.9 million available for future
borrowings under its credit facilities. The borrowing capacity available after
the Offering will be used for general corporate purposes, including working
capital requirements to support increased sales and potential small, strategic
acquisitions.

12
<PAGE> 15

PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

The Company's Common Stock is traded on the American Stock Exchange under
the symbol "MOGA." The following table sets forth for the fiscal quarters the
high and low reported last sale prices as reported by the American Stock
Exchange:

<TABLE>
<CAPTION>
COMMON
STOCK PRICE
--------------
HIGH LOW
---- ---
<S> <C> <C>
Fiscal year ended September 30, 1996:
First quarter.............................................................. $17 1/2 $12 7/8
Second quarter............................................................. 20 16 3/4
Third quarter.............................................................. 24 1/2 18 1/8
Fourth quarter............................................................. 24 3/4 19
Fiscal year ended September 27, 1997:
First quarter.............................................................. 26 17 1/8
Second quarter............................................................. 25 1/4 22 1/2
Third quarter.............................................................. 31 7/8 21
Fourth quarter............................................................. 40 28

Fiscal year ended September 26, 1998:
First quarter (through November 10, 1997).................................. 40 1/4 37 1/8
</TABLE>

A recent last reported sale price for the Common Stock as reported on the
American Stock Exchange is set forth on the cover page of this Prospectus. On
November 10, 1997, there were approximately 1,720 holders of record of the
Company's Common Stock.

The Company does not plan to pay cash dividends on its Common Stock in the
foreseeable future. It is the current policy of the Company's Board of Directors
to retain any future earnings. In addition, terms of the Company's 10% Senior
Subordinated Notes and Bank Credit Facility place certain restrictions on the
Company's ability to pay dividends. See "Description of Certain Indebtedness."

13
<PAGE> 16

CAPITALIZATION

The following table sets forth the actual consolidated short-term debt and
capitalization of the Company as of September 27, 1997 and "As Adjusted" to
reflect the Offering and use of proceeds as if they had occurred on such date
(assuming a public offering price of $37.00 per share). The following table
should be read in conjunction with the Consolidated Financial Statements of the
Company and notes thereto included elsewhere herein.

<TABLE>
<CAPTION>
SEPTEMBER 27, 1997
---------------------------
ACTUAL AS ADJUSTED
-------- --------------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C>
SHORT-TERM DEBT:
Notes payable.................................................... $ 1,323 $ 1,323
Current installments of long-term debt........................... 15,345 15,345
-------- --------
Total short-term debt.................................... $ 16,668 $ 16,668
======== ========
LONG-TERM DEBT, EXCLUDING CURRENT MATURITIES:
Bank Credit Facility:
Revolving credit facility..................................... $ 67,000 $ 7,802
Term loan facility............................................ 18,000 18,000
International and other U.S. loan agreements..................... 14,837 14,837
Obligations under capital leases................................. 1,740 1,740
10% Senior Subordinated Notes Due 2006........................... 120,000 120,000
-------- --------
Total long-term debt..................................... 221,577 162,379
-------- --------
SHAREHOLDERS' EQUITY:
9% Series B Cumulative, Convertible, Exchangeable Preferred
Stock, $1.00 par value; 200,000 shares authorized; 94,883
shares issued and outstanding(1).............................. 100 100
Class A Common Stock, $1.00 par value; 30,000,000 shares
authorized; 5,449,715 shares issued and outstanding; 7,149,715
shares issued and outstanding as adjusted(2).................. 6,636 8,336
Class B Common Stock, $1.00 par value; 10,000,000 shares
authorized; 1,606,086 shares issued and outstanding(2)(3)..... 2,498 2,498
Additional paid-in capital....................................... 47,519 105,017
Retained earnings................................................ 88,422 88,422
Treasury shares -- at cost....................................... (30,967) (30,967)
Foreign currency translation adjustments......................... 977 977
Loan to Savings and Stock Ownership Plan......................... (994) (994)
-------- --------
Total shareholders' equity.................................... 114,191 173,389
-------- --------
Total capitalization..................................... $335,768 $335,768
======== ========
</TABLE>

- ---------------
(1) The Company is authorized to issue up to 9,800,000 additional shares of
Preferred Stock.

(2) Does not include: (i) 271,650 shares of Class A Common Stock reserved for
issuance upon exercise of outstanding stock options at exercise prices
ranging from $5.625 to $10.50 per share and 85,000 shares of Class B Common
Stock reserved for issuance upon exercise of outstanding stock options at
the exercise price of $14.75 per share, and (ii) 8,146 shares of Class A
Common Stock reserved for issuance upon conversion of outstanding shares of
Series B Preferred Stock.

(3) Shares of Class B Common Stock are convertible into shares of Common Stock
on a one-for-one basis.

14
<PAGE> 17

SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

The following table sets forth selected consolidated financial and
operating data of the Company for the periods indicated. The selected
consolidated financial data as of and for each of the five years ended September
1993, 1994, 1995, 1996 and 1997, except backlog data presented under the caption
"Key Operating Data", has been derived from the Company's audited consolidated
financial statements. The selected consolidated financial data as of September
1996 and 1997 and for each of the years ended September 1995, 1996 and 1997
should be read in conjunction with the consolidated financial statements of the
Company and notes thereto and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" appearing elsewhere in this Prospectus.

<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER,
------------------------------------------------------------
1993 1994(1) 1995 1996 1997(2)
-------- -------- -------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
STATEMENT OF INCOME:
Net sales........................... $293,680 $307,370 $374,284 $407,237 $455,929
Other income........................ 2,663 2,489 2,166 2,380 1,565
-------- -------- -------- -------- --------
296,343 309,859 376,450 409,617 457,494
-------- -------- -------- -------- --------
COSTS AND EXPENSES:
Cost of sales....................... 206,985 213,530 265,033 281,710 315,380
Research and development............ 16,128 18,668 15,783 17,303 17,798
Selling, general and
administrative.................... 52,723 58,324 68,457 75,707 81,413
Interest............................ 10,974 11,402 17,492 18,124 22,675
Other expenses...................... 913 214 895 723 649
Inventory obsolescence and
restructuring charges(3).......... -- 4,681 -- -- --
-------- -------- -------- -------- --------
287,723 306,819 367,660 393,567 437,915
-------- -------- -------- -------- --------
Earnings before income taxes,
extraordinary item and cumulative
effect of change in accounting for
income taxes...................... 8,620 3,040 8,790 16,050 19,579
Income taxes........................ 3,502 1,422 1,029 4,831 5,973
-------- -------- -------- -------- --------
Earnings before extraordinary item
and cumulative effect of change in
accounting for income taxes....... 5,118 1,618 7,761 11,219 13,606
Extraordinary item, loss from early
extinguishment of debt, net of
income taxes(4)................... (357) -- -- (510) --
Cumulative effect of change in
accounting for income taxes(5).... -- 505 -- -- --
-------- -------- -------- -------- --------
Net earnings........................ $ 4,761 $ 2,123 $ 7,761 $ 10,709 $ 13,606
======== ======== ======== ======== ========
SHARE DATA(6)(7):
Net earnings per share before
extraordinary item and cumulative
effect of change in accounting for
income taxes...................... $ .66 $ .21 $ 1.00 $ 1.47 $ 1.88
Extraordinary item per share........ (.04) -- -- (.07) --
Cumulative effect per share of
change in accounting for income
taxes............................. -- .06 -- -- --
-------- -------- -------- -------- --------
Net earnings per share.............. $ .62 $ .27 $ 1.00 $ 1.40 $ 1.88
======== ======== ======== ======== ========
Weighted average common and common
equivalent shares outstanding..... 7,713,465 7,714,444 7,721,927 7,639,312 7,224,612
</TABLE>

15
<PAGE> 18

<TABLE>
<CAPTION>
AS OF SEPTEMBER, AS ADJUSTED
---------------------------------------------------- -----------
1993 1994 1995 1996 1997 1997(9)
-------- -------- -------- -------- -------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital................... $123,533 $150,850 $166,985 $187,971 $187,521 $ 187,521
Property, plant and equipment,
net............................. 95,855 146,472 139,131 131,371 132,109 132,109
Total assets...................... 318,130 424,456 424,957 449,558 490,563 490,563
Total long-term debt (including
current portion)................ 117,746 194,607 183,155 207,842 236,922 177,724
Total shareholders' equity........ 92,561 102,184 108,636 104,743 114,191 173,389
</TABLE>

- ---------------
(1) Includes the effect of the June 1994 acquisition of certain actuation
product lines of AlliedSignal.

(2) Includes the effect of the October 1996 acquisition of the U.S. industrial
hydraulics controls business of International Motion Control Inc.

(3) Inventory obsolescence and restructuring charges in 1994 relate to costs
associated with workforce reductions and facility consolidations resulting
from reductions in requirements on certain defense programs and weakness in
selected European capital goods markets.

(4) The extraordinary item in 1993 represents the cost of extinguishing 12 7/8%
notes in the amount of $10,200. The extraordinary item in 1996 represents
prepayment and amendment fees, and the write off of deferred debt issuance
costs associated with a refinancing.

(5) The cumulative effect of change in accounting principle in 1994 relates to
the adoption of SFAS No. 109 "Accounting For Income Taxes." In 1994 the
Company also adopted SFAS No. 106 "Employers' Accounting For Postretirement
Benefits Other Than Pensions," with the cumulative effect of such adoption
being amortized over 20 years. See Note 8 to the Company's audited
consolidated financial statements appearing elsewhere in this Prospectus.

(6) In February 1997, the FASB issued SFAS No. 128, "Earnings per Share," which
is required to be adopted by the Company in fiscal 1998. At that time, the
Company will change the method currently used to compute earnings per share
and restate all prior periods, as required. As calculated under SFAS No.
128, the pro forma, restated basic EPS for 1995, 1996 and 1997 is $1.00,
$1.44 and $1.95, respectively and the proforma, restated diluted EPS is
$1.00, $1.40 and $1.88, respectively.

(7) The Company did not pay any cash dividends on common shares during the five
year period ended September 27, 1997.

(8) Backlog consists of that portion of open orders for which sales are expected
to be recognized over the next twelve months.

(9) "As Adjusted" data reflects the sale of 1,700,000 shares of Common Stock
offered by the Company at an assumed public offering price of $37.00 per
share and the application of proceeds to reduce indebtedness as described in
"Use of Proceeds."

16
<PAGE> 19

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

The Company is a leading worldwide designer and manufacturer of a broad
range of high performance, precision motion and fluid control products and
systems for aerospace and industrial markets. Moog's servoactuation systems are
critical to the flight control of commercial and military aircraft, positioning
satellites, controlling the thrust of space launch vehicles, steering tactical
and strategic missiles, and a wide variety of hydraulic and electric industrial
applications requiring the precise control of position, velocity and force.

The Company has two segments, Domestic Controls and International Controls.
Domestic Controls primarily focuses on North American markets, with the majority
of its sales in aerospace-related product lines. International Controls is
focused on markets in Europe and the Asian-Pacific, with the majority of sales
in industrial product lines.

The Company has five principal product lines. Aerospace Controls includes
Commercial Aircraft, Satellites and Launch Vehicles and Military Aircraft.
Industrial Controls includes Industrial Hydraulics and Industrial Electrics
controls. The Commercial Aircraft product line provides servovalves and flight
controls for Boeing, Airbus and regional jet aircraft. The Satellites and Launch
Vehicles product line includes satellite positioning controls and steering
controls for launch vehicles, strategic missiles and tactical missiles. The
Military Aircraft product line provides primary and secondary flight controls
and engine controls for advanced fighters, helicopters and bomber aircraft.
Industrial Hydraulics controls principally consist of servovalves used in
various applications including plastic injection and blow molding, steam and gas
turbines, steel rolling mills and fatigue testing machines. The Industrial
Electrics product line includes motion simulators, controls for gun and turret
positioning on military ground vehicles and electric drives. In each product
line, significant revenues are generated through Aftermarket sales, including
spares and repairs.

The Company considers strategic acquisitions to enhance market share or
improve engineering and manufacturing capability. On October 26, 1996, the
Company acquired the assets of and assumed certain liabilities related to the
industrial hydraulic servocontrols business of International Motion Control
Inc., an unrelated third party, for $48.6 million. The U.S. Industrial
Hydraulics Business, which operated under the name Moog Controls Inc., was spun
off by the Company in February 1988. The acquisition was principally financed
with proceeds from the Company's Bank Credit Facility.

Sales. Aerospace and Industrial Controls sales were 64% and 36% of 1997
sales, respectively. In Aerospace Controls, the Company's sales are dependent on
commercial aircraft demand, procurement and spending levels on various military
programs and the demand for satellites serving the telecommunications and direct
broadcasting industries. In Industrial Controls, the Company is subject to
changes in capital goods spending cycles in regional markets. The Company's
sales in each product category are subject to different short and long term
cycles; however, the impact of cyclicality in sales is mitigated by the
diversity of the product lines and the Company's broad global distribution
capabilities.

Sales of Aerospace Controls are typically pursuant to long-term contracts
for which the Company uses the percentage of completion (cost-to-cost) method of
accounting. Under this method, revenues are recognized as costs are incurred.
Estimates of the cost to complete the contracts are performed on a regular
basis. On contracts for which the estimated factory cost is higher than the
contract's value, a charge to earnings is made, and a loss reserve created. The
Company believes that adequate reserves have been established.

International Controls sales were approximately 29% of consolidated 1997
sales. Results of operations can be affected in U.S. dollar terms by the
fluctuation in foreign exchange rates. Exposure to currency movements can be
mitigated by the number of countries in which the Company operates. Although the
Company does not hedge the operating results of its international operations, it
selectively hedges certain balance sheet exposures.

17
<PAGE> 20

Spare parts and repairs are aggressively marketed directly to the Company's
Aerospace and Industrial Controls customers. Sales of spare parts and repairs
are generally more profitable and less volatile than OEM sales. Aftermarket
sales were approximately 19% of 1997 and 1996 sales.

Over the past five years, government sales, as a percentage of total sales,
has declined as the Company has increased its focus on the development and
acquisition of Commercial Aircraft and Industrial Controls product lines. In
1993, government sales were 57% of consolidated net sales compared to 39% in
1997. The mix of commercial and government sales is not expected to materially
shift in the near future.

Cost of Sales. The principal elements of cost of sales are direct labor,
raw materials and manufacturing overhead. The Company has a highly skilled
workforce and an infrastructure of engineering and related support costs. The
business requires significant investments in capital equipment, buildings and
related support costs. Cost of sales can be significantly affected by changes in
both volume and product mix. Accordingly, short-term changes in volume can have
a significant effect on gross margins.

Selling, General and Administrative Expenses. The Company's selling,
general and administrative expenses are generally higher in Industrial Controls
compared to Aerospace Controls. Typically, Industrial Controls has higher gross
profit margins, while requiring higher sales and support efforts. Accordingly,
shifts in the sales mix to or from Industrial Controls will generally affect
total selling, general and administrative expenses as a percentage of sales. For
Aerospace Controls, selling, general and administrative expenses are also
affected by the extent of bid and proposal work on long-term programs.

Research and Development. Research and development expenses can vary
depending on whether the engineering staff is engaged in customer-funded design
and development activities or Company-funded design and development activities.
Annual Company-funded research and development expenses have averaged $17.1
million over the past five years. Sales related to customer-funded design and
development have averaged $23.3 million, or 6.3% of sales, from 1993 to 1997.
The decline in customer-funded design and development costs in 1997 reflects the
transition of certain long-term military programs from the development phase to
production.

Income Taxes. The Company's effective tax rate reflects differing tax
rates of the various countries in which it conducts its business. Variations in
where the Company earns income can have an impact on the effective tax rate.

Fiscal Year. Effective in fiscal 1997, the Company changed its fiscal
year-end from September 30 to the last Saturday in September (September 27, 1997
for fiscal 1997). The impact on 1997 results of operations was not material.

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<PAGE> 21

RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER,
----------------------------------
1997 1996 1995
-------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
DOMESTIC CONTROLS:
Net sales
Aerospace....................................................................... $265,835 $249,594 $232,525
Industrial...................................................................... 59,031 26,981 21,401
-------- -------- --------
324,866 276,575 253,926
Intersegment sales................................................................ 13,792 11,912 10,446
-------- -------- --------
Total sales............................................................... $338,658 $288,487 $264,372
======== ======== ========
Operating profit.................................................................. $ 43,288 $ 32,744 $ 25,242
Backlog........................................................................... 236,409 205,516 195,908
INTERNATIONAL CONTROLS:
Net sales
Aerospace....................................................................... $ 25,978 $ 19,382 $ 19,086
Industrial...................................................................... 105,085 111,280 101,272
-------- -------- --------
131,063 130,662 120,358
Intersegment sales................................................................ 7,887 14,983 4,728
-------- -------- --------
Total sales............................................................... $138,950 $145,645 $125,086
======== ======== ========
Operating profit.................................................................. $ 7,977 $ 11,796 $ 8,464
Backlog........................................................................... 43,955 37,794 42,033
CONSOLIDATED:
Net sales
Aerospace....................................................................... $291,813 $268,976 $251,611
Industrial...................................................................... 164,116 138,261 122,673
-------- -------- --------
$455,929 $407,237 $374,284
======== ======== ========
Operating profit.................................................................. $ 51,369 $ 43,339 $ 33,487
Net earnings...................................................................... 13,606 10,709 7,761
Backlog........................................................................... 280,364 243,310 237,941
</TABLE>

1997 COMPARED WITH 1996

Consolidated

Net sales for 1997 were $455.9 million compared with $407.2 million in
1996. The sales improvement is due to increases of $25.9 million in Industrial
Controls and $22.8 million in Aerospace Controls. The increase in Industrial
Controls resulted primarily from the acquisition of the U.S. Industrial
Hydraulics Business, which added approximately $28 million in revenues during
1997, and to a lesser extent, increased demand for entertainment simulators.
Industrial Controls sales increases in Europe and the Asian-Pacific were more
than offset by exchange rate fluctuations, particularly in Germany and Japan.
The effect on Industrial Controls sales of the decline in the value of the
applicable foreign currencies relative to the U.S. dollar was approximately 8%
in 1997 compared to 1996, or approximately $9 million. The sales improvement in
Aerospace Controls resulted primarily from increased volume in the Commercial
Aircraft product line and, to a lesser extent, the Satellites and Launch
Vehicles product line, tempered by expected declines in Military Aircraft.

Cost of sales for 1997 was 69.2% of net sales, which is comparable to 1996.
Increased volume and product mix in Aerospace Controls had a favorable effect of
approximately $3 million on consolidated cost of sales.

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<PAGE> 22

The improved Aerospace Controls gross margin was offset by unfavorable product
mix and adverse changes in foreign currencies in Industrial Controls, in
particular Germany, and, to a lesser extent, costs incurred to improve the
longer-term margins of Industrial Electrics.

Selling, general and administrative expenses were $81.4 million, or 17.9%
of net sales, in 1997, compared to $75.7 million, or 18.6% of net sales, in
1996. The decrease as a percentage of sales is principally due to growth in
sales.

Interest expense increased by $4.6 million to $22.7 million in 1997, as
compared to 1996, due primarily to additional indebtedness incurred for the
October 1996 acquisition of the U.S. Industrial Hydraulics Business.

The 1997 tax rate of 30.5% primarily reflects benefits resulting from the
distribution of earnings from the German subsidiary and tax incentives
associated with U.S. export sales.

Other income decreased by $.8 million to $1.6 million in 1997 as 1996
included $.5 million of license fees received on a foreign military program.

Other expense in 1997 includes $.4 million of the Company's share of costs
associated with the start-up phase of a joint venture that manufactures and
markets manifolds for OEM machinery, as well as losses associated with disposals
of assets.

Results in 1996 include a $.5 million extraordinary loss, net of income tax
benefit, on the early repayment of debt.

As a result of the previously mentioned factors, net earnings for 1997
increased to $13.6 million, or $1.88 per share, compared with $10.7 million, or
$1.40 per share in 1996.

Domestic Controls

Domestic Controls net sales increased by 17.5% to $324.9 million in 1997
compared to $276.5 million in 1996. Sales of Industrial Controls increased by
$32.1 million primarily due to the October 1996 acquisition of the U.S.
Industrial Hydraulics Business. In addition, increased sales of entertainment
motion simulators of approximately $6 million contributed to the higher sales of
Industrial Controls. Sales of Aerospace Controls increased by $16.2 million in
1997 due to growing Commercial Aircraft and Satellites and Launch Vehicles
demand. Sales of flight controls for Commercial Aircraft to Boeing increased
approximately 47% from a year ago. The demand for cellular phones, pagers and
direct-to-home television has resulted in increased sales of controls for
communication-related Satellites and Launch Vehicles. These increases were in
part offset by expected sales declines of approximately $12 million in the
Military Aircraft product line as certain programs, particularly the F/A-18
Super Hornet and V-22 Osprey, were transitioning from the development phase to
low rate initial production.

Operating profit for the Domestic Controls segment was up 32.2% to $43.3
million for 1997, or 12.8% of segment sales. This compares with $32.7 million,
or 11.4% of segment sales a year ago. Approximately half of the increase was
attributable to higher Aerospace Controls sales, in addition to a more favorable
product mix in Commercial and Military Aircraft controls. Industrial Controls
accounted for the remainder of the Domestic Controls operating profit increase
primarily due to the acquisition of the U.S. Industrial Hydraulics Business.

Backlog for the Domestic Controls segment was $236.4 million at September
27, 1997 compared with $205.5 million at September 30, 1996. The increase from a
year ago is due to low rate initial production orders received on the F/A-18
Super Hornet, V-22 Osprey and Standard Missile 2 programs, growth in orders for
entertainment simulators and the acquisition of the U.S. Industrial Hydraulics
Business. Backlog consists of that portion of open orders for which sales are
expected to be recognized over the next twelve months.

International Controls

International Controls net sales for 1997 of $131.1 million were flat as
compared to 1996 net sales of $130.7 million despite lower average currency
values. Excluding the changes in currency values, 1997 sales

20
<PAGE> 23

increased approximately 8%. Sales of Aerospace Controls, excluding the foreign
exchange impact, increased approximately $7 million in 1997 particularly on the
strength of Military Aircraft controls in the United Kingdom and, to a lesser
extent, missile controls in Italy. Sales of Industrial Controls increased
approximately $4 million in 1997, excluding the foreign exchange impact,
primarily due to improved sales in the Company's Industrial Electrics product
line. Sales of Industrial Hydraulics controls marginally declined in Europe and
were offset by sales gains in Japan.

Operating profit for the International Controls segment decreased 32.4% to
$8.0 million, or 5.7% of segment sales, compared to $11.8 million, or 8.1% of
segment sales, in 1996, primarily related to Industrial Controls. Margins in
Europe were affected by the movement of certain currencies in countries where
the Company's products are manufactured relative to currencies in countries
where the products are sold. Margins in the Industrial Electrics product line
were affected by approximately $1.5 million of costs incurred throughout the
year to better position plastic systems controls for the long-term. The
remainder of the decline was attributable to a shift in Industrial product lines
to lower margin electric controls, along with a shift within the Industrial
Hydraulics product line away from higher margin mechanical feedback valves.

Backlog at September 27, 1997 for the International Controls segment was
$44.0 million compared to $37.8 million at September 30, 1996. The increase was
attributable to growth in orders for electric drives for military ground
vehicles in Germany and Industrial Hydraulics in Japan, partially offset by
approximately $4 million attributable to weaker currencies.

1996 COMPARED WITH 1995

Consolidated

Net sales for 1996 were $407.2 million versus $374.3 million in 1995. The
increase was due to an increase of $17.4 million in sales of controls for
Aerospace applications and an increase of $15.6 million in Industrial Controls.
The increased Aerospace Controls sales were attributable to increased volume in
controls for Commercial and Military Aircraft and Satellites and Launch
Vehicles, while Industrial Controls increased as a result of improved sales of
Industrial Hydraulics controls throughout Europe.

Cost of sales for 1996 was 69.2% of net sales compared to 70.8% of net
sales in 1995. Approximately half of the decrease as a percentage of sales was
due to transition costs incurred in 1995 related to the acquisition of certain
actuation product lines from AlliedSignal in June 1994 and the remainder was due
to increased sales in the higher margin Industrial Hydraulics and Satellites and
Launch Vehicles product lines.

Research and development expenses increased to $17.3 million in 1996 from
$15.8 million in 1995 due to the development of advanced actuation technology
and active vibration development efforts in the U.S. related to Commercial and
Military Aircraft controls.

Selling, general and administrative expenses in 1996 were $75.7 million, or
18.6% of net sales, compared to $68.5 million, or 18.3% of net sales, in 1995.
Approximately half of the increase as a percentage of sales resulted from
compensation costs associated with stock appreciation rights, with the remainder
due to temporarily high legal expenses and amortization of debt issuance costs.

Interest expense was $18.1 million for 1996, compared with $17.5 million
for 1995. A recapitalization initiated by the Company in May 1996 enhanced the
Company's long-term capital base and provided additional senior debt capacity to
fund growth, while increasing the Company's average interest rate. Although the
recapitalization resulted in higher interest expense for the third and fourth
quarters of 1996, interest expense declined to 4.5% of sales in 1996 from 4.7%
in 1995.

The effective tax rate for 1996 was 30.1%. The effective tax rate was
affected by the utilization of net operating loss carryforwards at the German
subsidiary. In 1996, the Company continued to reduce its valuation allowance for
deferred tax assets principally related to the improving financial position of
its German subsidiary.

Results in 1996 include a $.5 million extraordinary loss, net of income tax
benefit, on the early repayment of debt.

21
<PAGE> 24

As a result of the factors mentioned above, net earnings for 1996 increased
to $10.7 million, or $1.40 per share, compared with $7.8 million, or $1.00 per
share, in 1995.

Domestic Controls

Domestic Controls net sales in 1996 were $276.5 million, up 8.9% above net
sales of $253.9 million in 1995. Sales of Aerospace Controls accounted for most
of the increase.

Operating profit for the Domestic Controls segment was $32.7 million for
1996, or 11.4% of segment sales. This compares to $25.2 million, or 9.5% of
segment sales, in 1995. Aerospace Controls accounted for substantially all of
the increase as a result of increased sales, along with the absence in 1996 of
transition costs associated with the acquisition of certain actuation product
lines from AlliedSignal in 1994.

International Controls

International Controls net sales in 1996 were $130.7 million versus $120.4
million in 1995. International Controls net sales growth relates principally to
increased volumes due to stronger demand for Industrial Hydraulics throughout
Europe and, to a lesser degree, the December 1995 acquisition of the industrial
servovalve product line of Ultra Hydraulics Limited. The movement of certain
foreign currencies relative to the U.S. dollar in 1996 versus 1995 did not have
a significant impact on sales.

International Controls operating profit was $11.8 million for 1996, or 8.1%
of segment sales, compared to $8.5 million, or 6.8% of segment sales in 1995.
The increase is a result of higher segment sales due to improved European
capital goods market conditions.

FINANCIAL CONDITION AND LIQUIDITY

Cash provided by operating activities was $32.0 million in 1997 compared to
$15.2 million in 1996 and 1995. The increase in 1997 resulted from lower working
capital requirements and, to a lesser extent, from improved earnings as adjusted
for non-cash expenses and charges.

Long-term senior debt increased by $24.2 million to $101.6 million at
September 27, 1997 from September 30, 1996 primarily due to the acquisition of
the U.S. Industrial Hydraulics Business, which was principally financed with
proceeds from the Bank Credit Facility, offset by cash provided by operations.
The percentage of long-term debt to capitalization at September 27, 1997 was
66.0% compared to 65.3% at September 30, 1996.

At September 27, 1997, the Company had $87.7 million of unused borrowing
capacity available under short and long-term lines of credit, including $68.0
million from the Bank Credit Facility. During 1997, the Company obtained a $15
million credit facility for its international subsidiaries. Approximately $5.7
million was available on this facility at September 27, 1997.

Working capital at September 27, 1997 was $187.5 million compared to $188.0
million at September 30, 1996. The current ratio was 2.75 at September 27, 1997,
compared to 2.89 at September 30, 1996.

Current assets increased by $7.1 million to $294.7 million at September 27,
1997. The increase was due to the acquisition of the U.S. Industrial Hydraulics
Business which added approximately $12 million of current assets, primarily
receivables and inventories. In addition, receivables and inventories increased
in the International Controls segment as a result of increased business. These
increases were partially offset by foreign currency fluctuations which resulted
in a decrease in current assets of approximately $8 million.

Current liabilities increased by $7.6 million to $107.2 million at
September 27, 1997. The increase was due to greater working capital demands
related to higher sales and approximately $4 million from the acquisition of the
U.S. Industrial Hydraulics Business. These increases were partially offset by
changes in foreign currency translation values resulting in a reduction in
current liabilities of approximately $3 million.

Net property, plant and equipment increased $.7 million to $132.1 million
at September 27, 1997. Capital expenditures for 1997 were $13.7 million compared
with depreciation and amortization of $21.3 million.

22
<PAGE> 25

Capital expenditures in 1996 were $10.9 million compared with depreciation and
amortization of $19.6 million. The acquisition of the U.S. Industrial Hydraulics
Business added approximately $7 million of property, plant and equipment, while
unfavorable movements in foreign currency translation values resulted in a
decrease of approximately $2 million. During 1997, the Company entered into
operating leases for equipment which otherwise would have had a purchase cost of
$6.9 million. Capital expenditures for 1998 are expected to be below
depreciation and amortization levels. Capital expenditures in 1998 are expected
to include the cost of approximately 124,500 square feet of facilities expansion
for the Domestic Aerospace Controls operations and a low cost manufacturing
operation in the Philippines.

Goodwill increased by $33.6 million to $49.6 million at September 27, 1997,
primarily as a result of the October 1996 acquisition of the U.S. Industrial
Hydraulics Business, offset by current year amortization of $2.9 million. The
goodwill resulting from this acquisition is being amortized over 30 years.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Effective October 1, 1996, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of," and SFAS No. 123
"Accounting for Stock-Based Compensation." As permitted by SFAS No. 123, the
Company has elected to continue measuring its compensation expense using the
principles of Accounting Principles Board Opinion No. 25. The adoption of these
standards had no effect on the Company's consolidated financial position or
results of operations.

In February 1997, the Financial Accounting Standards Board (FASB) issued
SFAS No. 128, "Earnings per Share" which will be adopted by the Company during
the first quarter of 1998. At that time, the Company will change the method
currently used to compute earnings per share (EPS) and restate all prior
periods, as required. Under the new requirements for calculating basic EPS, the
dilutive effect of stock options will be excluded. When adopted, basic EPS
required under SFAS No. 128 will be reported for 1997, 1996 and 1995 as $1.95,
$1.44 and $1.00, respectively, and diluted EPS will be $1.88, $1.40 and $1.00,
respectively.

In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income." The standard must be adopted by fiscal 1999. SFAS No. 130 does not
change any accounting measurements, but requires presentation of comprehensive
income and a reconciliation thereof to net income. The principal differences
between comprehensive and net income are certain adjustments made directly to
shareholders' equity, such as foreign currency translation adjustments.

In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information," which requires financial information to
be reported on the basis that is used internally for evaluating segment
performance and deciding how to allocate resources to segments. The standard
must be adopted by fiscal 1999. The Company is currently evaluating the
disclosures required under this new standard.

OTHER

Foreign exchange instruments are used to hedge the Company's equity in, and
long-term advances to, various international subsidiaries. In addition, the
Company periodically utilizes foreign currency forward contracts to hedge known
foreign currency cash flows. Interest rate swaps are used to manage exposure to
increases in interest rates on a floating-rate credit facility. The Company does
not hold or issue financial instruments for trading purposes.

At September 27, 1997, the Company believes that adequate reserves have
been established for all currently pending environmental issues, and does not
expect environmental matters and the utilization of existing reserves, if any,
to have a material effect on the financial condition and liquidity or results of
operations of the Company.

Sales to Boeing represented approximately 19% of the Company's 1997 net
sales, and approximately 10% of the Company's sales were to Boeing for
Commercial Aircraft only. Boeing recently announced plans, and the related
costs, to rectify difficulties it is experiencing with commercial aircraft
production inefficiencies and resulting late deliveries of its 7 series
airplanes. Boeing's announced plans to rectify these matters include,

23
<PAGE> 26

among other things, the temporary shutdown of certain lines of production to
allow it to concentrate on catching up on deliveries of certain of its 7 series
aircraft. As Moog is current on all of its scheduled deliveries to Boeing, the
Company does not foresee that any temporary shutdown will have any materially
adverse impact on its results of operations at this time or in the near future.
However, there can be no assurance that, at some future date, Boeing will not
modify its existing orders with the Company in order to allow other vendors to
catch up on deliveries.

Recent months have seen an unusually rapid devaluation of certain
Asian-Pacific currencies, including those in countries where the Company has
operations. Similarly, certain financial markets have experienced valuation
adjustments. The Company's sales in the Asian-Pacific, excluding Japan, were
$9.0 million in 1997, or 2.0% of consolidated sales. Including Japan, sales were
$31.5 million or 6.9% of sales. At this time, the Company is unaware of any
major shifts in incoming orders that would produce materially adverse effects on
the Company's results of operations in the near term.

The Company is currently evaluating the potential impact of the computer
systems and software products situation commonly referred to as the "Year 2000
Issue." The Year 2000 Issue, which affects most corporations, concerns the
inability of information systems, primarily computer software programs, to
properly recognize and process date-sensitive information relating to the year
2000 and beyond. The Company utilizes a significant number of computer software
programs and operating systems across its entire organization, including
applications used in manufacturing, product development, financial business
systems and various administrative functions. To the extent the Company's
software applications contain source code that is unable to appropriately
interpret the upcoming calendar year "2000," some level of modification, or even
possibly replacement of such applications may be necessary. The Company is
currently in the process of completing the identification of applications that
may require modification or replacement. The Company does not currently
anticipate that it will incur material expenditures to complete any such
modification or replacement as the Company believes that a majority of its
systems are Year 2000 compliant, although there can be no assurance in this
regard. The Company's issues relate not only to its own systems being Year 2000
compliant, but also those systems of its suppliers and customers. A failure of
suppliers or customers to address the Year 2000 Issue could have a material
adverse effect on the Company.

OUTLOOK

The Company believes its Aerospace Controls product lines are well
positioned. The Commercial Airplane market upswing, the demand for Satellites
and Launch Vehicles, and Military Aircraft modernization programs are expected
to provide revenue growth. The Industrial Hydraulics product line was
significantly enhanced with the acquisition of the U.S. Industrial Hydraulics
Business in October 1996. Further synergies are expected in 1998 as the
integration with the European and the Asian-Pacific subsidiaries continues.
Sales growth in Industrial Electrics is anticipated principally due to military
ground vehicle controls and entertainment simulators. For a discussion of
important factors that could cause actual results to differ from the results
referred to in the foregoing forward-looking statements, see "Risk Factors."

24
<PAGE> 27

BUSINESS

The Company, founded in 1951, is a leading worldwide designer and
manufacturer of a broad range of high performance, precision motion and fluid
control products and systems for aerospace and industrial applications. Moog's
servoactuation systems are critical to the flight control of commercial and
military aircraft, positioning satellites, controlling the thrust of space
launch vehicles, steering tactical and strategic missiles, and a wide variety of
industrial applications that require the precise control of position, velocity
and force. Moog is a recognized international technological leader in the
precision controls market.

TECHNOLOGY

Moog designs and manufactures high performance precision controls called
servovalves and servoactuators. Servovalves and servoactuators control the
position, velocity or force of moving objects with accuracy which can be
measured in millionths of an inch.

Servovalves regulate the flow of fluid. They convert the electronic signal
from a computer into a precisely metered amount of liquid, such as hydraulic
fluid flowing into a piston/cylinder assembly known as an actuator. The actuator
then creates movement. When a servovalve is mounted on an actuator, the device
is known as a servoactuator.

Moog's core products provide precision motion control. The precision in a
motion control system is created through the use of a closed loop system or what
is technically referred to as a servocontrol system. A servocontrol system is a
group of electronic and/or mechanical elements that generates a desired output
by comparing the achieved output with the commanded input and then using the
difference between the input and the output as the actuating signal.

The following diagram shows the elements of a servocontrol system in which
the power to move the output is provided by pressurized hydraulic fluid. The
concepts are similar for systems in which the power is directly provided by an
electric motor.

[SERVOCONTROL SYSTEM FLOW CHART]

An electrohydraulic servocontrol system consists of six elements indicated
in the diagram above: control electronics which may be a computer,
microprocessor or guidance system and which create a command input signal; a
servoamplifier which provides a low power electrical actuating signal which is
the difference between the command input signal and the feedback signal
generated by the feedback transducer; a servovalve which responds to this low
power electrical signal and controls the high power flow of hydraulic fluid to
an actuation element such as a piston and cylinder or a hydraulic motor which
positions the device being controlled; and a power supply, generally an electric
motor and pump, which provides a flow of hydraulic fluid under high pressure.
The feedback transducer measures the output of the system and converts this
measurement into a proportional signal which is sent to the servoamplifier.

25
<PAGE> 28

The Company is engaged primarily in the design, manufacture and sale of
servovalves and actuators, although all the elements of a servosystem are
incorporated in the Company's diverse product offerings.

The Company's portfolio of products has evolved from a strategy of using
its core competency in electrohydraulic servocontrol elements as a platform from
which to pursue a wide range of applications for global markets. Uses vary from
applications requiring micro designs that operate at extremely high speeds, to
applications requiring high power levels to control large loads over long
distances. Providing the appropriate solution to each customer's particular
design problem adds to the Company's technology base and allows for further
expansion of the product portfolio. Moog typically customizes its products to
provide optimal solutions for its customers.

APPLICATIONS

Moog provides motion controls in three core technologies: Electrohydraulic,
Electromechanical, and Electropneumatic. Electrohydraulic technologies are used
in Moog's standard servovalves, servoactuators and integrated actuation and
power systems. Electromechanical technologies include brushless DC servomotors,
DC motor controllers, servoactuators and servosystems. Electropneumatic
technologies include solenoid-controlled servoactuators and control actuation
systems.

There are two broad applications for the Company's technologies, more fully
described below.

Aerospace Applications. On commercial and military aircraft,
servoactuators position the moveable control surfaces on a plane's wing and tail
section, including the leading edge flaps, spoilers, ailerons, elevators and
rudders. Servovalves in jet aircraft engines meter the fuel flow and inlet air
to the engines. Servoactuation systems are used to position satellites and to
steer launch vehicles, strategic missiles and tactical missiles.

Industrial Applications. Servovalves and servoactuators are used in a wide
variety of industrial applications. For example, they can direct the amount of
hydraulic power used to control the thickness of steel plate produced in rolling
mills or they can provide the extremely precise motion control required in spray
painting robots.

PRODUCT LINES

Outlined below is a description of Moog's five principal product lines.

Commercial Aircraft

The Company supplies the Commercial Aircraft market with one of the
Aerospace industry's broadest lines of flight control products, including
servovalves and servoactuators for the autopilot, leading edges, trailing edges,
ailerons, elevators, spoilers and rudders. The Company supplies all of the major
OEMs, and also derives a substantial portion of its revenues directly from the
domestic and international airlines in the form of sales of spare parts and
repairs. The Commercial Aircraft product line represented $101.6 million or
22.3% of 1997 sales.

While Commercial Aircraft sales to Boeing accounted for approximately 10%
of 1997 sales, the Company also supplies flight actuation and control products
to a number of other manufacturers of commercial aircraft including Airbus. The
Company's exclusive supply contracts with Boeing include pre-determined prices
through 2002, except for the Boeing 777 contract, which expires in 2006.

According to Boeing's 1997 Current Market Outlook for commercial aircraft,
world passenger traffic is projected to increase by more than 160% in the next
20 years. In response, the world fleet of commercial aircraft is projected to
more than double from approximately 11,500 aircraft in 1996 to more than 23,000
aircraft in 2016.

Major Commercial Aircraft programs include the following:

Boeing 747. Moog supplies nine autopilot servoactuators, the four aileron
power control units and twelve spoiler actuators on the 747, the Company's
largest Commercial Aircraft program. The 747 aircraft line

26
<PAGE> 29

accounts for a large and growing portion of Moog's sale of parts and
replacements to the airline industry because of the over 1,025 747s in service
as of January 1997.

Boeing 757. Moog provides elevator and rudder power control units,
spoilers, and servovalves for the 757. There were approximately 732 757's in
service as of January 1997.

Boeing 767. Moog currently supplies autopilot actuators and all of the
servovalves on the 767. There were approximately 634 767's in service as of
January 1997.

Boeing 777. The second largest commercial aircraft program for Moog is the
777. Moog provides all of the servovalves, flight spoilers and the leading edge
rotary actuation system for the 777. As of June 1997, there were approximately
76 777's in service.

Airbus. Moog supplies aileron actuators for the Airbus A330 and A340 as
well as servovalves on all of the Airbus models. There are approximately 1,500
Airbus aircraft in service.

Regional Aircraft. Moog supplies primary flight control actuators for
Cessna's new Citation X, its first hydraulic powered flight control actuators.
Moog's general aviation customers also include Canadair and Lear Jet, divisions
of Bombardier, and Gulfstream.

Engine Controls. The Company designs and manufactures fuel metering and
air inlet controls for jet engines used on commercial and military aircraft. All
models of commercial aircraft currently produced by Boeing and Airbus contain
engines on which the Company's controls are used.

Satellites and Launch Vehicles

The Company manufactures valves and regulators which control the flow of
propellant primarily on satellites. The Company also manufactures products which
control the trajectory of launch vehicles, the Space Shuttle and strategic and
tactical missiles. These products include hydraulic actuators, electromechanical
actuators and steering systems. The Company has the leading market share in
satellite propulsion and strategic missile and launch vehicle steering systems.
The Company believes it is the technology leader in electric propulsion,
thruster and isolation valves in the Satellites and Launch Vehicles market. The
growth in this market is principally driven by the introduction of new digital
communications services, such as global mobile wireless and direct broadcast
satellite systems, and increasing demand for existing transmission services in
the broadcast, business communications and long distance telephone markets. The
Satellites and Launch Vehicles product line accounted for $65.8 million or 14.4%
of 1997 sales.

The Company's strengths in the Satellites and Launch Vehicles markets
include its broad product offering and reputation for quality. The Company's
major Satellites and Launch Vehicles programs and applications are described
below.

Satellite Propulsion. Moog's Satellites and Launch Vehicles product line
is centered around its satellite propulsion business. The Company supplies
satellite components for almost every make of satellite that is produced in the
world. Major customers include Hughes Electronics, Lockheed Martin and Loral.
Moog's typical satellite shipset of 10-12 valves provides between $150,000 and
$300,000 per satellite in sales, exclusive of Moog equipment on the satellite
launch vehicle. Examples of satellite programs currently supplied by Moog
include:

- Eurostar. Moog supplies isolation valves, check valves and bipropellent
engine control valves for Matra Marconi's Eurostar series of satellites.
The Eurostar satellites provide telecommunications services to customers
around the world.

- Space Systems/Loral FS 1300. Moog provides propellant isolation valves,
engine control valves and the Xenon feed system for these geosynchronous
satellites which bring direct to home broadcasts and other services to
customers worldwide.

- Iridium Satellite System. Moog supplies propellant isolation valves on
Motorola's Iridium Satellite System which is intended to provide a global
wireless communications system enabling subscribers to

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<PAGE> 30

send and receive telephone calls anywhere in the world. Sixty-six satellites are
expected to be utilized in the Iridium Satellite System, with 39 in orbit as of
November 8, 1997.

In addition to these programs, there are numerous LEO communication
satellite networks in the planning and development stages. The Company expects
to compete against several competitors with respect to many of these planned
networks including Teledesic (288 satellites), Skybridge (64 satellites) and
Celestri (64 satellites).

Moog believes it is the technology leader in supplying the complete gas
storage control system for Xenon gas-based propulsion. The first commercial
launch of this system occurred in 1997. Xenon-ion thrusters are expected by some
to replace conventional chemical rockets used to control satellite orbits.
Xenon-ion propulsion systems use solar-powered electronics to accelerate
Xenon-ions to high velocities to create rocket thrust. Xenon-ion propulsion
systems are estimated to save up to $9 million per GEO satellite by reducing the
weight of propellant needed to maintain a satellite's position in space.

Space Launch Vehicles. Sales from Moog's space launch vehicle programs are
expected to grow as commercial and military satellite launches become more
frequent. The Company supplies steering controls on the Titan IV, the United
States' most powerful expendable launch vehicle providing principal access to
space for critical national security payloads, and the Ariane V, the European
Space Agency's new-generation launch vehicle. In addition, the Company
participates on the Delta family of launch vehicles and on the Atlas Centaur
program, used to place numerous communications and scientific payloads into
earth orbit. The Company is also developing actuators and steering controls for
the Kistler K-1 reusable launch vehicle now being developed, among other
development activities.

Strategic and Tactical Missiles. The strategic and tactical missile
business growth will primarily come from the Standard Missile 2 program.
Standard Missile 2 is the Navy's primary shipboard defense weapon against
missile attack. The Company has an approximately $28 million contract on this
program extending through 1999. Moog provides the steering controls for all
three stages of the Trident submarine launched strategic missile. The Company
also produces steering control products for the Patriot, Maverick, VT-1 and
THAADS programs.

Space Shuttle. Moog supplies actuators for the Space Shuttle's flight
controls, main engine and solid rocket booster steering controls. The solid
rocket booster actuators are recoverable after every launch and are returned to
Moog for refurbishment.

Space Station. Another significant space program for Moog is the
International Space Station, for which Moog has developed a highly specialized
fluid quick disconnect device to be used in the electric power and thermal
control systems, as well as a motorized bolting assembly for connecting key
structural sections of the Space Station.

Military Aircraft

Moog provides flight controls for advanced military aircraft and
helicopters. On fixed wing aircraft, these controls include servoactuators for
ailerons, elevons, rudders, leading edge flaps and servovalves for engines and
pitch and roll control assemblies. On helicopters, controls include swashplate,
flaperon, elevator, main rotor, tail rotor, bladefold, and vibration-control
servoactuation systems. The military hardware is similar to that of commercial
aircraft except that Moog's military products are designed to survive more
stringent mission and environmental requirements. These products often
incorporate multiple redundancy, effectively allowing the aircraft to lose many
of its systems and still continue to fly. Over the past five years procurement
of existing tactical aircraft has been stable while new aircraft have been in
development. These new aircraft, including the V-22 Osprey tiltrotor aircraft
and the Navy's F/A-18 E/F Super Hornet, entered low rate initial production in
1997. In addition, the Company is also developing the flight controls for both
competing versions of the Joint Strike Fighter. The Military Aircraft product
line represented $124.4 million or 27.3% of Moog's 1997 sales.

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<PAGE> 31

Major military aircraft programs to which Moog contributes include:

F/A-18 Hornet and Super Hornet. Moog provides a variety of flight controls
for the F/A-18 which is the U.S. Navy's primary carrier-based fighter/attack
aircraft. Over 1,400 F/A-18 aircraft have been produced. The E/F version, which
is 30% larger than the C/D version, entered low rate initial production in 1997.
Full scale production is planned to be at the rate of approximately 36 aircraft
per year by 2003.

V-22 Osprey Tiltrotor. The V-22 Osprey tiltrotor aircraft is built by
Bell-Boeing. The V-22 is a hybrid between a helicopter and a fixed wing
aircraft. Low rate initial production commenced in 1997, with the first delivery
of production aircraft scheduled for 1999. Moog products on the V-22 include
swashplate, bladefold, flaperon and elevator actuators. Industry sources
estimate 523 V-22 aircraft may be procured for use by the Marines and Navy.

F-15 Eagle. Moog provides the pitch and roll control assembly for the F-15
Eagle. Orders from the U.S. Air Force, Saudi Arabia, Israel and the United Arab
Emirates are expected to keep production at current levels through the rest of
the decade. Moog also has significant Aftermarket business for this program, as
over 1,300 aircraft are in service.

F-16 Falcon. Moog provides the power drive unit for the leading edge flaps
and associated components on the F-16. Production on the F-16 is primarily for
foreign military sales. There have been more than 3,600 F-16s produced and the
spares and repairs business from this program is steady and substantial.

Joint Strike Fighter. Moog was selected by both competing prime
contractors, Boeing and Lockheed Martin, to design the primary and secondary
flight controls for the JSF. The JSF is intended for use by all of the military
services. Industry sources estimate that approximately 3,000 JSF's will be
produced, with low rate initial production expected to begin in 2008.

F-2. The F-2, which is being produced in Japan, was formerly called the
FSX. Moog supplies the leading edge flap actuation system for the F-2.

Indian Light Combat Aircraft. Moog is developing the flight control
actuation system for the Indian government's new Light Combat Aircraft. Moog is
also working on the aircraft's nosewheel steering system and brake module. The
Company began delivery of the hardware on this program in 1995. Full scale
aircraft production is expected to begin after the year 2000.

B-2 "Stealth" Bomber. Moog designed and produces the flight control
actuation system for this aircraft. The Company believes that the B-2 possesses
the most technically challenging flight control system ever developed. The B-2
program solidified Moog's position as the technology leader in the fly-by-wire
market. The Company is under contract to replace the flight control actuation
systems for the first four production aircraft and the original test aircraft.
This, along with spares, repairs and update activity will provide significant
revenues through 1999.

Blackhawk Helicopter. The Blackhawk, built by Sikorsky, is the U.S.
military's major combat and troop transport helicopter. Moog supplies the
secondary flight controls and a self displacing accumulator which is used to
start the helicopter's auxiliary power unit. In addition to the U.S. government,
Blackhawks are sold to the governments of Turkey, Japan, South Korea, Australia
and Saudi Arabia. Total production of the Blackhawk and the Navy's equivalent,
the Seahawk, is 1,500 units to date.

Engine Controls. The Company also produces fuel metering and air inlet
controls for jet engines used on numerous advanced military aircraft. The
military engine controls business is represented on the F-14 Tomcat, F-15 Eagle,
F-16 Falcon, F/A-18 C/D Hornet, F/A-18 E/F Super Hornet, F-22 Raptor, B-2
Stealth Bomber and the IDF.

Industrial Hydraulics

This product line consists of servovalves and servoactuators used in
industrial automation where precision control is required. During 1997, the
Company estimates that it sold approximately 50,000 industrial servovalves to
over 1,500 customers, both domestic and foreign. The Company's Industrial
Hydraulics

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<PAGE> 32

products are used in a wide range of applications, including plastic blow
molding machines, fuel metering and override controls for gas and steam
turbines, controls for clamp and injection operations in plastic injection
molding machines, fatigue testing systems and position controls for sawmill
equipment. The Industrial Hydraulics product line, substantially strengthened as
a result of the acquisition of the U.S. industrial hydraulics business of
International Motion Control Inc. in October 1996, represented $111.9 million or
24.5% of 1997 sales.

Industrial Hydraulics products are traditionally used with heavy equipment
which requires periodic servicing and maintenance. The Company has capitalized
upon this requirement by building a substantial Aftermarket business. The
Company believes that it currently services approximately 60% of its installed
base of Industrial Hydraulics servovalves. The Company's strong market share in
both OEM sales and Aftermarket support is enhanced by an extensive worldwide
subsidiary network to service and support its customers.

Industrial Electrics

This product line includes 4- and 6-degree of freedom motion platforms for
the entertainment industry, gun/turret controls for military vehicles, electric
drives for assembly robots, brush making machines, material handling robots,
total machine controls for plastic injection and blow molding machines, carpet
tufting machines and postal sorting machines. The Industrial Electrics product
line represented $52.2 million or 11.5% of 1997 sales.

The primary applications for these products are described below:

Entertainment Simulators. Moog has developed a family of electromechanical
motion bases for the entertainment business. Moog has delivered almost 100
simulator platforms since 1994. Moog recently received a contract for $13.2
million to design and produce The Spider Man(TM) Adventure ride for Universal
Studio's Islands of Adventure Theme Park in Orlando, Florida.

Military Ground Vehicles. Moog supplies the electric controls used in the
azimuth and elevation controls for gun systems on military vehicles. A key
advantage of electromechanical actuation is the elimination of the hydraulic
fluid supply and related maintenance requirements. Moog has contracts for
approximately $33 million with Wegmann for an ammunition and loading system for
the PzH 2000 howitzer. The Moog system provides a high degree of automation,
short reaction times and high rates of firepower. The contracts cover the
delivery of 204 systems through 2002. Moog is under contract with Hagglunds AB
of Sweden for an electromechanical gun aiming system for the CV90/30, which is a
Norwegian combat vehicle. The Company is scheduled to deliver 100 systems
between 1997 and 2000. The Company is also under contract with Bofors AB of
Sweden to provide an electromechanical gun aiming system for the CV90/40, an
armed vehicle used by the Swedish military. Moog is expected to deliver 320
systems for this vehicle through 2000, including 183 systems already shipped as
of September 1997.

Electric Drives. This area includes brushless DC motors and digital motor
controllers. These products are used in a wide variety of applications,
including assembly and material handling robots, carpet tufting, tire making,
glass cutting and other types of automated machinery.

Plastics Market. Electric controls supplied by Moog for injection and blow
molding machines manage servovalve functions and the sequence and temperatures
of machine operation, with servovalves providing the closed loop control.

BUSINESS STRATEGY

Enhance Market Leadership. The Company is focusing on enhancing its
leadership position in high-end precision control markets. In product areas
representing approximately 89% of its 1997 sales, the Company believes it is the
technological leader and the market leader in terms of sales. In Aerospace, Moog
is an internationally recognized leader in technologically advanced control
systems and components that are custom

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<PAGE> 33

designed to perform to exacting specifications. As a result, the majority of
Moog's Aerospace sales is derived from long-term, exclusive contracts.

Pursue Acquisition Opportunities. The Company believes that there are
opportunities to increase the Company's sales, operating earnings and market
positions through acquisitions of smaller businesses which are complementary to
its businesses. The Company believes that these opportunities will continue to
arise as suppliers consolidate and increase their focus on core operations. The
Company has successfully integrated two major acquisitions in recent years. In
June 1994, certain mechanical and hydraulic actuation product lines of
AlliedSignal Inc. were acquired, and in October 1996 the U.S. industrial
hydraulic controls business of International Motion Control Inc. was acquired.
These two acquisitions have contributed approximately $120 million in sales for
1997.

Broaden Application of the Company's Technologies. The Company's diverse
controls portfolio capitalizes on a wide array of opportunities. Moog's
capabilities extend to the design and production of electrohydraulic,
electromechanical and electropneumatic systems and components. The Company
believes that the diversity of its product applications stimulates and
accelerates product development and provides the Company a distinct competitive
advantage.

Focus on Aftermarket. Aftermarket sales are generally more profitable and
less volatile than OEM sales. The Company aggressively markets spares, parts and
repair services directly to its customers and end-users. The Company's
international operations emphasize its global presence and better position the
Company to capture the available domestic and international Aftermarket
business. For 1997, the Company's Aftermarket sales represented approximately
19% of sales.

CUSTOMERS

Moog has three customer groups. The first is Aerospace customers, the
second is manufacturers of sophisticated industrial machine controls, and the
third is Aftermarket customers.

Moog's Aerospace customers include: Boeing, Lockheed Martin, Northrop
Grumman, Raytheon, Loral Space and Systems, Airbus, Hughes Electronics, Cessna,
Gulfstream, Sikorsky, British Aerospace, DASA (Deutsche Aerospace) and the U.S.
government, among others. Sales to these customers relate to both commercial and
military products, generally on longer term contracts.

The Company's second major customer group consists of the manufacturers of
sophisticated industrial machine controls. These customers include Battenfeld,
Bosch, Flight Safety International and European Gas Turbines, among others.
Sales to these customers are generally based upon short term orders.

The third major customer group is Aftermarket customers. Because of the
nature of the end products on which the Company's hardware is utilized, such as
commercial and military aircraft, launch vehicles, and expensive industrial
machine controls, it is essential for the end users to provision spares. The
Company also provides repair and overhaul services with respect to most of its
products. Major Aftermarket customers include the commercial airlines and the
U.S. government. Aftermarket sales represented approximately 19% of 1997 sales.

The Company's largest customer is Boeing (including Boeing Helicopters,
McDonnell Douglas and the former Space and Defense business of Rockwell). Sales
to Boeing were approximately 19% of 1997 sales. Sales to the U.S. government and
U.S. government prime contractors and subcontractors, including military sales
to Boeing, were approximately 30% of 1997 sales.

COMPETITION

The Company experiences considerable competition in each of its five major
product lines. However, the Company is the only precision motion control
specialist which competes globally in all markets and all drive technologies.

Many of its competitors have greater financial and other resources than the
Company. In Aircraft Controls, the Company's principal competitors include
Parker Hannifin, Curtiss-Wright Corp., HR Textron,

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<PAGE> 34

Teijin Seiki Limited and E-Systems. In satellites, the principal competitors are
Valve Tech and Vacco. In launch vehicles, the Company's principal competitors
are AlliedSignal and HR Textron. For the Industrial Hydraulics product line,
competitors are Bosch, Mannesmann Rexroth GmbH and E-Systems. Competitors in the
Industrial Electrics product line include Barber-Colman Company, Siemens AG,
Indramat GmbH, Pacific Scientific Company and Yaskawa Electric Corp.

Competition in each of the product lines is based upon design capability,
product performance and life, service, price and delivery time. In certain
product lines technological considerations predominate over price
considerations, while in others price considerations are paramount. The Company
believes it competes effectively on all these bases. See "Risk
Factors -- Competition."

MANUFACTURING

Moog's manufacturing facilities are equipped to manufacture custom
engineered products designed for specific customer applications. The facilities
and manufacturing equipment are state of the art. They include CAD/CAM, CNC
machining, internally designed and manufactured test equipment, and Class 10,000
and Class 100,000 assembly and test facilities.

The manufacturing process for specific custom engineered applications which
comprise most of the Company's products, demands technical expertise and
precision of the highest degree. First, design engineering expands the
preliminary designs completed during the proposal process. After any necessary
modifications, prototypes of the design are manufactured for developmental
testing. As part of this process, Moog conducts an internal review to determine
whether the design will meet the specific customer application and can be
manufactured in a cost-effective manner. Moog emphasizes concurrent engineering,
whereby design engineering and production engineering coordinate early in the
process to enhance product design from a manufacturing standpoint. The product
then goes into limited production for customer testing, after which the product
is a qualified design. At this stage the product moves into full production.

Production of the final product is a three-step process: fabrication,
assembly and testing. In the fabrication process, skilled machinists using
proprietary manufacturing processes directed by Moog's methods engineering staff
produce a substantial volume of components satisfying submicron tolerances.
Assembly of the components by technicians is followed by testing of the product
to determine whether it meets Company and customer specifications. In general,
each technician involved in both the assembly and testing functions has a
two-year degree in a technical field and is supported by Moog's product
engineering staff, which prepares assembly worksheets and test procedures.

SALES AND MARKETING

Moog's sales and marketing organization is comprised of individuals
possessing highly specialized technical expertise. Such expertise is required in
order to effectively evaluate the customer's precision control requirements and
to facilitate communication between the customer's engineering staff and the
Moog engineering staff. Moog's marketing staff is the primary contact with key
customers. Manufacturers' representatives are used to cover certain domestic
Aerospace market areas. Distributors are selectively used to cover certain
Industrial market areas.

Moog's success in both the Aerospace and Industrial markets can be
attributed to its innovative engineering solutions, the on-going origination of
new product applications, the Company's reputation for reliability and customer
support, and the development of strong contacts with customers which allow for
early identification of opportunities. Further, Moog's strong technical
marketing force located in key international markets has facilitated the
adaptation of technology developed in one geographic market to other geographic
markets for different applications.

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<PAGE> 35

EMPLOYEES

Moog employed approximately 3,670 individuals as of September 1997. Of that
total, approximately 2,270 were in the U.S., 670 were in Europe, 160 were in the
Pacific Rim and 570 were in low cost manufacturing centers in the Philippines,
Ireland and India.

Moog's engineering staff is one of the Company's competitive strengths, and
its production work force is composed of highly skilled machinists, assemblers
and technicians. The Company believes its relationship with its employees is
excellent. Moog has been listed in all three publications of the book "The 100
Best Companies to Work for in America" and enjoys an unusually low employee
turnover rate.

LEGAL PROCEEDINGS

From time to time, the Company is named as a defendant in legal actions
arising in the normal course of business. The Company is not a party to any
pending legal proceeding the resolution of which management believes will have a
material adverse effect on the Company's results of operations or financial
condition or, except as discussed herein, to any pending legal proceedings other
than ordinary, routine litigation incidental to its business. See also
"-- Environmental Matters."

PATENTS, TRADEMARKS AND TRADE NAMES

Moog has numerous patents and has filed applications for others. While the
protection afforded by these is of value, the Company does not consider the
successful conduct of any material part of its business dependent upon such
protection. The Company's patents and patent applications include both U.S. and
international patents, relating to electrohydraulic, electropneumatic and
electromechanical actuation mechanisms and control valves, electronic control
component systems and interface devices. The Company has trademark and trade
name protection in major markets throughout the world.

ENVIRONMENTAL MATTERS

The Company's operations and properties are subject to federal, state and
local environmental and health and safety laws and regulations, including those
relating to the handling, generation, emission, discharge, treatment, storage
and disposal of hazardous and non-hazardous materials and wastes. In addition,
the federal Comprehensive Environmental Response, Compensation and Liability Act
("CERCLA", also known as "Superfund") authorizes the federal and state
governments and private parties to take action with respect to releases and
threatened releases of hazardous substances and provides a cause of action to
recover the response costs from certain statutorily responsible parties. The
federal government may also order responsible parties to take remedial action
directly. Liability under CERCLA may be joint and several among responsible
parties.

From time to time, the Company is, in the normal course of its business,
engaged in administrative proceedings with governmental agencies and legal
proceedings with governmental agencies and other third parties, including
litigation under CERCLA, regarding environmental matters. The Company believes
that adequate reserves have been established for all currently pending
environmental administrative or legal proceedings, and does not expect that
these environmental matters will have a material effect on the financial
condition and liquidity or results of operations of the Company, including any
utilization of existing reserves.

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<PAGE> 36

PROPERTIES

The Company maintains its corporate headquarters in East Aurora, New York
and conducts its principal manufacturing and distribution operations at the
following facilities:

<TABLE>
<CAPTION>
OWNED
SQUARE OR
LOCATION UTILIZATION FOOTAGE LEASED
----------------------------------- ----------------------------- -------- ------
<S> <C> <C> <C>
East Aurora, NY.................... Headquarters & Manufacturing 555,515 Owned
East Aurora, NY.................... Headquarters & Manufacturing 241,182 Leased(1)
Torrance, CA....................... Manufacturing 200,010 Owned
Torrance, CA....................... Sales 800 Leased
Torrance, CA....................... Storage 5,355 Leased
Baguio City, Philippines........... Manufacturing 63,777 Owned
Boblingen, Germany................. Manufacturing 124,235 Leased
Malnate, Italy..................... Sales 15,480 Owned
Tewkesbury, England................ Manufacturing 4,500 Owned
Tewkesbury, England................ Manufacturing 95,000 Leased
Askim, Sweden...................... Sales 4,515 Leased
Espoo, Finland..................... Sales 1,400 Leased
Rungis, France..................... Sales 20,772 Leased
Shatin, Hong Kong.................. Sales 2,187 Leased
Hiratsuka, Japan................... Manufacturing 67,911 Owned
Sao Paulo, Brazil.................. Sales 12,912 Leased
Mulgrave, Australia................ Sales 7,500 Owned
Mulgrave, Australia................ Sales 1,000 Leased
Ringaskiddy, Ireland............... Manufacturing 27,750 Owned
Kyunggi-do, Korea.................. Sales 7,047 Owned
Birkerod, Denmark.................. Manufacturing 30,100 Leased
Bangalore, India................... Manufacturing 31,299 Owned
Science Park, Singapore............ Sales 2,091 Leased
</TABLE>

- ---------------
(1) Includes 53,992 square feet under capital lease arrangements.

The Company believes that its properties have been adequately maintained,
and are in generally good condition. The Company plans to add approximately
94,500 square feet and 30,000 square feet of manufacturing capacity at its East
Aurora, New York and Baguio City, Philippines locations, respectively. After
completion of such expansion, the Company believes that its existing facilities
will provide sufficient production capacity for its needs in the foreseeable
future. Upon the expiration of its current leases, the Company believes that it
will be able to either secure renewal terms or enter into leases for alternative
locations at market terms.

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<PAGE> 37

MANAGEMENT

The following table sets forth the names and ages of the Company's
directors and executive officers, together with their business experience during
the last five years and offices currently held with the Company.

<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------------ --- --------------------------------------------------------
<S> <C> <C>
Robert T. Brady............... 56 Chairman of the Board; President; Chief Executive
Officer; Director; Member, Executive Committee
Robert R. Banta............... 55 Executive Vice President; Chief Financial Officer;
Director; Assistant Secretary; Member, Executive
Committee
Richard A. Aubrecht........... 53 Vice Chairman of the Board; Vice President -- Strategy
and Technology; Director; Member, Executive Committee
Joe C. Green.................. 56 Executive Vice President; Chief Administrative Officer;
Director; Member, Executive Committee
Philip H. Hubbell............. 58 Vice President -- Contracts and Pricing
Stephen A. Huckvale........... 48 Vice President
Robert H. Maskrey............. 56 Vice President; Director nominee
Richard C. Sherrill........... 59 Vice President
William P. Burke.............. 62 Treasurer
John B. Drenning.............. 60 Secretary
Donald R. Fishback............ 41 Controller
John D. Hendrick.............. 59 Director
Kraig H. Kayser............... 37 Director nominee
Kenneth J. McIlraith.......... 70 Director
Albert F. Myers............... 51 Director
Peter P. Poth................. 68 Director
Arthur S. Wolcott............. 71 Director
</TABLE>

Mr. Robert T. Brady has been with the Company since 1966. In 1976, Mr.
Brady became Vice President and General Manager of the Aerospace Division, and
subsequently President of the Aerospace Group in 1981. In 1988, Mr. Brady was
elected President and CEO, and in 1996, he was elected Chairman of the Board.
Prior to joining the Company in 1966, Mr. Brady served as an officer in the U.S.
Navy. Mr. Brady received his B.S. in Mechanical Engineering from Massachusetts
Institute of Technology and his M.B.A. from the Harvard Business School.

Mr. Robert R. Banta began his career at the Company in 1983 as Vice
President of Finance, and was named to his present position in 1988. Prior to
joining the Company, Mr. Banta was Executive Vice President of Corporate Banking
for M&T Bank. Mr. Banta received his B.S. from Rutgers University and holds an
M.B.A. from the Wharton School of Finance and Commerce of the University of
Pennsylvania.

Dr. Richard A. Aubrecht began his career at the Company in 1969. Dr.
Aubrecht worked in various engineering and manufacturing capacities, including
two years at the Company's German subsidiary, before leaving the Company in 1976
to work for American Hospital Supply. In 1979, he rejoined the Company as
Administrative Vice President and Secretary. In 1988, Dr. Aubrecht became
Chairman of the Board, and in 1996 was elected Vice Chairman of the Board and
Vice President of Strategy and Technology. Dr. Aubrecht studied at the Sibley
School of Mechanical Engineering at Cornell University from 1962 to 1969 where
he earned B.S., M.S. and Ph.D. Degrees.

Mr. Joe C. Green began his career at the Company in 1966. In 1973, Mr.
Green was named Vice President -- Human Resources, and was subsequently elected
to his current position in 1988. Before joining the Company, Mr. Green worked
for the General Motors Institute and served as a Captain in the U.S. Army.

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<PAGE> 38

Mr. Green received his B.S. from Alfred University in 1962 and completed
graduate study in Industrial Psychology at Heidelberg University in Germany.

Mr. Philip H. Hubbell began his career at the Company in 1965 as Controller
of the Hydra-Point Division. In 1968, he became Controller of the
Aerospace/Industrial Groups. In 1978, Mr. Hubbell was made a Group Vice
President, and was appointed Vice President -- Contracts and Pricing in 1988.
Mr. Hubbell received his B.A. from Duke University.

Dr. Stephen A. Huckvale, Vice President, began his career with the Company
in 1980 as Moog Controls Ltd.'s Engineering Manager. In 1986, Dr. Huckvale
became General Manager of the Pacific Group, and Vice President in 1990. In
1995, Dr. Huckvale became Vice President -- Moog International. Prior to joining
the Company, Dr. Huckvale worked for Plesy Hydraulics and the Atkins Research
and Development Center. Dr. Huckvale received his Doctorate in Mechanical
Engineering from the University of Bath in England and is currently responsible
for the International Industrial Controls Business.

Mr. Robert H. Maskrey has been with the Company since 1964. He served in a
variety of engineering capacities through 1976. From 1976 until 1981, Mr.
Maskrey was Chief Engineer for the Electronics & Systems Division. In 1981, Mr.
Maskrey joined the Aircraft Controls Division, of which he became General
Manager and concurrently a Vice President of the Company in 1985. In 1989, Mr.
Maskrey became General Manager for the Aircraft Controls Group. Mr. Maskrey has
been nominated to serve as a Director of the Company commencing in February
1998. Mr. Maskrey received his M.S. in Mechanical Engineering from Massachusetts
Institute of Technology.

Mr. Richard C. Sherrill began his career at the Company in 1974 as
Materials Manager for the Industrial Controls Group, and became Manufacturing
Manager for the Industrial Division in 1976. In 1977, he became Operations
Manager for the Aerospace Division, and in 1985, General Manager of the Space
Products Division. In 1989, Mr. Sherrill became General Manager for the Systems
Group and, in 1991, a Vice President of the Company. Mr. Sherrill received his
undergraduate degree in Industrial Administration from Yale University and his
M.B.A. from the Harvard Business School.

Mr. William P. Burke joined the Company in 1985. Prior to becoming
Treasurer at the Company, Mr. Burke was an Administrative Vice President of M&T
Bank. Mr. Burke received his B.S. in Civil Engineering and his M.B.A. from
Cornell University.

Mr. John B. Drenning became Moog's Secretary in 1988. He received his law
degree from Cornell University and is a Partner in the Buffalo, New York law
firm of Phillips, Lytle, Hitchcock, Blaine & Huber LLP.

Mr. Donald R. Fishback began his career with the Company in 1981. After
working as an Internal Auditor and as a Divisional Financial Manager, Mr.
Fishback became Controller in 1985. Prior to joining the Company, Mr. Fishback
worked for Deloitte, Haskins and Sells. He is a certified public accountant and
holds a B.A. in Business from Westminster College and an M.B.A. from the State
University of New York at Buffalo.

Mr. John D. Hendrick was elected a Director of Moog in 1994. Mr. Hendrick
is President and Director of Okuma America Corp. in Charlotte, North Carolina.
Prior to joining Okuma, Mr. Hendrick served in the capacity of Vice President
for both American Tool and Mitsui Tool Machine. He holds degrees from the
University of Pittsburgh and Carnegie Mellon University.

Mr. Kraig H. Kayser has been nominated to serve as a Director of the
Company commencing in February 1998. Mr. Kayser has been President and Chief
Executive Officer of Seneca Foods Corporation since 1993. Prior to joining
Seneca Foods Corporation in 1991, Mr. Kayser was a Vice President of J.P. Morgan
Investment Management. He received his B.A. from Hamilton College and M.B.A.
from Cornell University.

Mr. Kenneth J. McIlraith was elected a Director of Moog in 1976. He retired
in 1988 from the Bank of New England where he served as Vice Chairman.
Previously, Mr. McIlraith was Chief Executive Officer and President of Conifer
Group. He received his B.S. and M.B.A. from the Wharton School of Finance and
Commerce of the University of Pennsylvania.

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<PAGE> 39

Mr. Albert F. Myers was elected a Director of Moog in 1997. He is Corporate
Vice President and Treasurer of Northrop Grumman Corporation. Formerly Chief of
the Controls Branch at NASA's Dryden Flight Research Center, Mr. Myers joined
Northrop in 1981. He received his B.S. and M.S. degrees in mechanical
engineering from the University of Idaho. In addition, he completed a Sloan
Fellowship at Massachusetts Institute of Technology where he received an M.S. in
industrial management.

Mr. Peter P. Poth was elected a Director of Moog in 1984. Mr. Poth was Vice
Chairman of Delaware North Companies, Incorporated until he retired in December
1992, and previously held several other positions with that company including
President and Executive Vice President. Prior to joining Delaware North
Companies, Mr. Poth was a Managing Partner in the accounting firm of Peat
Marwick Main & Co. of Buffalo, New York, now KPMG Peat Marwick LLP.

Mr. Arthur S. Wolcott was elected a Director of Moog in 1977. Mr. Wolcott
is Chairman of Seneca Foods Corporation in Pittsford, New York, the company he
founded in 1949. Mr. Wolcott received his B.A. from Cornell University. Mr.
Wolcott's current term expires in 1998 and, in accordance with the Company's
retirement policy for Directors, will not stand for re-election.

CERTAIN TRANSACTIONS

The law firm of Phillips, Lytle, Hitchcock, Blaine & Huber LLP, Buffalo,
New York, has represented and is currently representing the Company in
connection with the Offering and several other matters. John B. Drenning,
Secretary of the Company, is a partner in Phillips, Lytle, Hitchcock, Blaine &
Huber LLP.

37
<PAGE> 40

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth information with respect to the beneficial
ownership of certain securities as of November 10, 1997 by (i) each person known
to the Company to beneficially own more than 5% of either class of the Company's
voting securities, (ii) each of the Company's directors and certain executive
officers, and (iii) all directors and executive officers of the Company as a
group. Unless otherwise indicated below, the persons and entities named in the
table have sole voting and sole investment power with respect to all shares
beneficially owned.

<TABLE>
<CAPTION>
CLASS A CLASS B
COMMON STOCK COMMON STOCK(1)
----------------------- -----------------------
AMOUNT AND AMOUNT AND
NATURE OF NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT BENEFICIAL PERCENT
BENEFICIAL OWNER OWNERSHIP OF CLASS OWNERSHIP OF CLASS
- -------------------------------------------------- ---------- -------- ---------- --------
<S> <C> <C> <C> <C>
Moog Inc. Savings and Stock Ownership
Plan Trust(2)................................... 147,991 2.7% 514,311 32.4%
c/o Moog Inc.
Jamison Rd.
East Aurora, NY 14052
Moog Inc. Retirement Plan Trust(3)................ 304,155 5.6 296,603 18.7
c/o Moog Inc.
Jamison Rd.
East Aurora, NY 14052
Moog Family Agreement as to Voting(4)............. 144,288 2.6 270,988 17.1
c/o Moog Inc.
Jamison Rd.
East Aurora, NY 14052
U.S. Bancorp...................................... 663,600 12.1 0 0
111 S.W. Fifth Street
Portland, OR 97208
Gabelli Funds, Inc. et al......................... 446,000 8.2 0 0
One Corporate Center
Rye, NY 10580
David L. Babson & Co., Inc........................ 416,300 7.6 0 0
One Memorial Drive
Cambridge, MA 02142
Montgomery Asset Management L.P................... 392,200 7.2 0 0
101 California St.
San Francisco, CA 94111
</TABLE>

<TABLE>
<CAPTION>
CLASS A CLASS B SERIES B
COMMON STOCK COMMON STOCK(1) PREFERRED STOCK
----------------------- ----------------------- -----------------------
AMOUNT AND AMOUNT AND AMOUNT AND
NATURE OF NATURE OF NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT BENEFICIAL PERCENT BENEFICIAL PERCENT
BENEFICIAL OWNER OWNERSHIP OF CLASS OWNERSHIP OF CLASS OWNERSHIP OF CLASS
- ------------------------- ---------- -------- ---------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Richard A. Aubrecht(5)... 42,497 * 24,980 1.6% 17,222 18.2%
Robert R. Banta.......... 100 * 17,000 1.1 11,111 11.7
Robert T. Brady(6)....... 53,636 1.0% 29,792 1.9 11,111 11.7
Joe C. Green............. 40,857 * 19,967 1.2 11,111 11.7
Robert H. Maskrey........ 41,494 * 20,475 1.3 13,111 13.8
John D. Hendrick......... 0 0 1,000 * 0 0
Kraig H. Kayser(7)....... 0 0 0 0 0 0
Kenneth J. McIlraith..... 6,000 * 8,304 * 0 0
Albert E. Myers.......... 0 0 0 0 0 0
Peter P. Poth............ 0 0 3,804 * 0 0
</TABLE>

38
<PAGE> 41

- ---------------
* Does not exceed one percent of the class.

(1) Shares of Class B Common Stock are convertible into shares of Class A Common
Stock on a share-for-share basis.

(2) Of the shares shown as beneficially owned in the table, 611 unallocated
shares of Class A Common Stock and 43,920 unallocated shares of Class B
Common Stock held are voted by the Trustee, Marine Midland Bank, Buffalo,
New York, as directed by the Investment Committee under the Company's
Savings and Stock Ownership Plan. An additional 470,391 shares of Class B
Common Stock allocated to individual participants under the Plan are voted
by the Trustee as directed by such participants to whom such shares are
allocated. Any allocated shares as to which voting instructions are not
received are voted by the Trustee as directed by the Investment Committee.
As of September 30, 1997, 18,345 of the allocated shares of Class B Common
Stock and 2,680 of the allocated shares of Class A Common Stock belong to
officers and are included in the share totals for all directors and
executive officers as a group.

(3) Shares held are voted by the Trustee, Manufacturers and Traders Trust
Company, Buffalo, New York, as directed by the Moog Inc. Retirement Plan
Committee. Upon completion of the Moog Inc. Retirement Plan Trust's sale of
300,000 shares of Class A Common Stock in the Offering, it will own less
than 1% of the outstanding Class A Common Stock.

(4) Does not include options to acquire 40,500 shares of Class A Common Stock
and 17,000 shares of Class B Common Stock. See "-- Moog Family Agreement as
to Voting" for an explanation as to how the shares shown in the table as
beneficially owned are voted.

(5) Nancy Moog Aubrecht, wife of Richard A. Aubrecht, is the beneficial owner of
29,569 shares of Class A Common Stock and 39,658 shares of Class B Common
Stock, which are not included.

(6) Not included are 200 shares of Class A Common Stock owned by the spouse of
Robert T. Brady and 1,000 shares of Class A Common Stock and 3,600 shares of
Class B Common Stock owned by her as custodian for their children.

(7) Does not include (i) 99,900 shares of Class A Common Stock and 20,300 shares
of Class B Common Stock held by the Seneca Foods Corporation Employees'
Pension Benefit Plan Trust under which Mr. Wolcott and Mr. Kayser are two of
three trustees as well as two of a number of beneficiaries, (ii) 89,700
shares of Class A Common Stock beneficially owned by the Seneca Foods
Foundation, of which Mr. Wolcott is Chairman and a director and Mr. Kayser
is a director, and (iii) 55,900 shares of Class B Common Stock held by the
Seneca Foods Corporation, of which Mr. Wolcott is Chairman and a director
and a major shareholder and Mr. Kayser is President and Chief Executive
Officer.

(8) Does not include 50 shares of Class A Common Stock held by Mr. Wolcott's
wife.

(9) Includes 219,400 shares of Class A Common Stock and 85,000 shares of Class B
Common Stock subject to currently exercisable options. Officers and
directors of the Company have entered into an agreement among themselves and
with the Company's Savings and Stock Ownership Plan (the "SSOP"), the
Employees' Retirement Plan and the Company, which provides that prior to
selling shares of Class B Common Stock obtained through exercise of a
nonstatutory option, the remaining officers and directors, the SSOP, the
Employees' Retirement Plan and the Company have a right of first refusal to
purchase the shares being sold. Does not include (i) shares held by spouses,
or as custodian or trustee for minors, as to which beneficial interest has
been disclaimed, (ii) shares held under the Moog Family Agreement as to
Voting described herein, or (iii) shares of Series B Preferred Stock owned
by certain officers of the

39
<PAGE> 42

Company. Each share of Series B Preferred Stock, which has one vote per
share on matters as to which the class is entitled to vote, is convertible
into .08585 Class A share. Under an agreement dated October 15, 1988, and
amended July 20, 1992 and September 1, 1996, the nine holders of the Series
B Preferred Stock appointed as proxies Vice Presidents Richard C. Sherrill
and Robert H. Maskrey, who will vote all shares of such stock as determined
by a majority of such shares.

MOOG FAMILY AGREEMENT AS TO VOTING

The Moog Family Agreement as to Voting is an agreement among the following
relatives of the late Jane B. Moog: her children, Constance Moog Silliman, Nancy
Moog Aubrecht, Douglas B. Moog and Susan L. Moog; her adult grandchildren; her
son-in-law, Richard A. Aubrecht; her daughter-in-law, Jeanne M. Moog; and Albert
K. Hill, former counsel to the Company.

The agreement relates to all shares of Common Stock and Class B Common
Stock, exclusive of currently exercisable options, presently 144,288 shares of
Common Stock and 270,988 shares of Class B Common Stock, owned of record or
beneficially by each of the parties to the agreement other than Mr. Hill. Mr.
Hill's shares are not covered by the agreement.

Each of the parties granted an irrevocable proxy, representing that
person's shares of stock, to a committee which is required to take any action
and cause all shares subject to the agreement to be voted as may be determined
by any four of its members. Richard A. Aubrecht, Constance Moog Silliman, Jeanne
M. Moog, Douglas B. Moog, Susan L. Moog and Albert K. Hill currently constitute
this committee.

The agreement restricts the ability of any party to remove shares of stock
from its provisions, to transfer shares or to convert Class B shares to Class A
shares, and further provides that each of the committee members may appoint a
successor from among the relatives who are subject to the agreement. The
agreement continues in force until December 31, 2015, unless certain specified
contingencies occur prior to that date.

OFFICERS' SERIES B PREFERRED STOCK AGREEMENT

The Officers' Series B Preferred Stock Agreement is an agreement among
eight officers and a former officer of the Company who collectively own all of
the outstanding Series B Preferred Stock. The agreement provides that with
respect to any matter on which the Series B Preferred Stock is entitled to vote,
all shares covered by the agreement will be voted in a manner determined by a
majority of such shares. The Series B Preferred Stock is entitled to vote as a
class on certain takeover transactions.

40
<PAGE> 43

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company consists of 30,000,000 shares
of Common Stock, $1.00 par value, 10,000,000 shares of Class B Common Stock,
$1.00 par value and 10,000,000 shares of Preferred Stock, $1.00 par value. The
following statements with respect to the Company's capital stock are subject to
the detailed provisions of the Company's certificate of incorporation, as
amended (the "Certificate of Incorporation"), and the by-laws, as amended (the
"By-Laws"). These statements do not purport to be complete and are qualified in
their entirety by reference to the terms of the Certificate of Incorporation and
the By-Laws, which are exhibits to the Registration Statement of which this
Prospectus constitutes a part and are incorporated by reference in this
Prospectus.

COMMON STOCK

The Common Stock and the Class B Common Stock share equally in the earnings
of the Company and are identical in all respects, except as described herein.

Voting Rights. Except for the election or removal of Directors as
described below and except for class votes as required by law, holders of both
classes of common stock vote as a single class on all matters. The holders of
Common Stock have limited voting rights with each share of Common Stock being
entitled to one-tenth of a vote on most matters. Each share of Class B Common
Stock is entitled to one vote. Holders of Class B Common Stock will have
approximately 69% of the combined voting power of both classes of common stock
after the Offering.

Holders of Common Stock are entitled to elect at least 25% of the Board of
Directors (rounded up to the nearest whole number) with the holders of Class B
Common Stock entitled to elect the balance of the directors. Currently, the
holders of Common Stock elect three directors and the holders of Class B Common
Stock elect six directors. Directors elected by the holders of Common Stock and
directors elected by the holders of Class B Common Stock serve for the same
length of time and have the same powers.

After the sale of the Common Stock in the Offering, the outstanding shares
of that class will constitute 81.9% of the total number of both classes
outstanding. If the number of outstanding shares of Common Stock should become
less than 10% of the aggregate number of issued and outstanding shares of both
classes of common stock, the holders of Common Stock would not have the right to
elect 25% of the Board of Directors. Directors would then be elected by all
stockholders voting as one class, except that holders of Common Stock would have
a one-tenth vote per share and holders of Class B Common Stock would have one
vote per share.

As of November 10, 1997, 74.7% of the Class B Common Stock and 15.5% of the
Common Stock (including, in each case, shares under currently exercisable
options) was held in the aggregate by affiliates of the Company including the
Moog Inc. Savings and Stock Ownership Trust Plan, the Moog Inc. Retirement Trust
Plan, The Moog Family Agreement as to Voting and certain officers and directors
of the Company. Accordingly, these persons as a group possess the voting power
to elect a majority of the Board of Directors of the Company and to effectively
control the business policies of the Company. The concentration of ownership
among affiliates of the Company could also have the effect of discouraging a
takeover or other transaction in which the holders of Common Stock might receive
a premium for their shares over the then prevailing market price.

Dividends and Stock Splits. Cash dividends may be paid on Common Stock
without paying a cash dividend on Class B Common Stock and no cash dividend may
be paid on Class B Common Stock unless at least an equal cash dividend is paid
on Common Stock. Payment of cash dividends is restricted by the Bank Credit
Facility and the 10% Senior Subordinated Notes.

Dividends paid in shares of Common Stock or Class B Common Stock may be
paid only as follows: (i) shares of Common Stock may be paid to holders of
shares of Common Stock or, if there is no Common Stock outstanding, to holders
of Class B Common Stock, and shares of Class B Common Stock may be paid to
holders of Class B Common Stock; and (ii) the same number of shares shall be
paid in respect of each outstanding share of Common Stock and Class B Common
Stock.

41
<PAGE> 44

The Company may not subdivide or combine shares of either class of common
stock without at the same time proportionally subdividing or combining shares of
the other class.

Conversion. At the option of the holder of Class B Common Stock, each
share is convertible at any time into Common Stock on a one-for-one basis.

Other Rights. Stockholders of the Company have no preemptive or other
rights to subscribe for additional shares. On liquidation, dissolution or
winding up of the Company, all holders of common stock, regardless of class, are
entitled to share ratably in all assets available for distribution to holders of
common stock. No shares of either class of common stock are subject to
redemption. All outstanding shares are and all shares offered hereby will be
when sold, fully paid and nonassessable.

PREFERRED STOCK

The Company is authorized to issue up to 10,000,000 shares of preferred
stock and has one class, Series B 9% Cumulative, Convertible, Exchangeable
Preferred Stock, $1.00 par value, outstanding. The Series B Preferred Stock
consists of 100,000 issued shares and 94,883 outstanding shares. Each share of
Series B Preferred Stock is convertible into Common Stock (.08585 shares of
Common Stock per share of Series B Preferred Stock). The Series B Preferred
Stock is, pursuant to the Company's Certificate of Incorporation, entitled to
vote on any proposal for the termination of the Company's existence by reason of
dissolution, liquidation, sale or mortgage of a substantial part of the
Company's assets, or a merger, consolidation or similar business combination.
Pursuant to the New York Business Corporation Law, the Series B Preferred Stock
is entitled to vote as a class on certain takeover transactions.

The Board of Directors may authorize, without further shareholder action,
the issuance of additional Preferred Stock which ranks senior to both classes of
common stock of the Company with respect to the payment of dividends and the
distribution of assets on liquidation. The Preferred Stock, when issued, would
have such designations relative to voting and conversion rights, preferences,
privileges and limitations as determined by the Board of Directors.

LIMITATIONS ON ABILITY TO CHANGE CONTROL

The relative voting rights of the Common Stock and the Class B Common
Stock, the concentration of ownership of Class B Common Stock among affiliates
of the Company, the existence of the Series B Preferred Stock, and the possible
issuance of additional Preferred Stock could have the effect of discouraging a
takeover or other transaction in which the holders of Common Stock might receive
a premium for their shares over the then prevailing market price or which such
holders might believe to be in their best interest. The New York Business
Corporation Law imposes certain restrictions and procedures with respect to the
acquisition of certain levels of share ownership and business combinations. In
addition, a change in control of the Company would be an event of default under
the Company's Bank Credit Facility and would require the Company to offer to
purchase the 10% Senior Subordinated Notes at a premium. These provisions of the
New York Business Corporation Law, the Bank Credit Facility and the 10% Senior
Subordinated Notes could also have the effect of delaying or preventing a change
of control of the Company even if such change were in the shareholder's
interest.

SHARES ELIGIBLE FOR FUTURE SALE

No predictions can be made as to the effect, if any, that future shares of
Common Stock or Class B Common Stock, or the availability of share of Common
Stock for future sales will have on the market price of

42
<PAGE> 45

the shares of Common Stock and Class B Common Stock prevailing from time to time
after the Offering. Sales of substantial amounts of Common Stock and Class B
Common Stock, or the perception that sales could occur, could adversely affect
prevailing market prices for the Common Stock and Class B Common Stock.

DESCRIPTION OF CERTAIN INDEBTEDNESS

BANK CREDIT FACILITY

The Company has the Bank Credit Facility available to fund acquisitions and
working capital. The Bank Credit Facility is comprised of a $135.0 million
revolving credit facility and a term loan in the original principal amount of
$30.0 million, with an outstanding principal balance of $22.5 million as of
November 10, 1997. The term loan is repayable in quarterly payments ending July
1, 2001. The revolving credit facility terminates and is repayable in full on
October 1, 2000. Interest accrues on borrowings outstanding under the Bank
Credit Facility at the Company's option at either (i) the agent bank's prime
lending rate plus a margin (up to 0.50%) that varies depending on the
consolidated liabilities to net worth ratio of the Company, or (ii) LIBOR plus a
margin that varies from 1.75% to 1.00% depending on the consolidated liabilities
to net worth ratio of the Company. As of November 10, 1997, the interest rate on
borrowings under the Bank Credit Facility was LIBOR plus 1.75%. To provide
protection against interest rate increases, the Company entered into four
separate interest rate swap agreements of $20 million each, effectively
converting $80 million outstanding under the Bank Credit Facility into a fixed
rate of approximately 8.08%. Of the $80 million total, $40 million matures by
March 1998, with the balance maturing by September 1998.

The Bank Credit Facility is secured by a first priority security interest
in the Company's and its domestic subsidiaries' assets and a pledge of stock of
all the Company's domestic and foreign subsidiaries.

The Bank Credit Facility contains customary covenants including, among
others, restrictions on the incurrence of debt, encumbrances on or sales of
assets, payment of cash dividends, making of investments, transactions with
affiliates, dividends, mergers and acquisitions and annual limits on capital
expenditures.

Financial covenants include the maintenance of (i) a ratio of (A)
indebtedness of the Company and its subsidiaries arising from the borrowing of
any money or deferral or payment of the purchase price of an asset excluding the
10% Senior Subordinated Notes to (B) the Company's consolidated tangible net
worth plus the outstanding principal balance of the 10% Senior Subordinated
Notes (called "Senior Debt to Net Capital Base Ratio") not exceeding 102% for
any fiscal quarter ending on or before September 30, 1998, and 80% for any
fiscal quarter ending thereafter, (ii) a minimum EBITDA equal to (A) 250% of the
required interest payments on all indebtedness of the Company and its
subsidiaries for the year ending September 30, 1997, and (B) 275% for each
fiscal year thereafter, and (iii) the sum of (A) EBITDA for each fiscal year
plus (B) the difference between the revolving loan maximum principal amount and
the total outstanding revolving loans as of the last day of such fiscal year
plus (C) the amount of cash or cash equivalents as of such day, so that such sum
is at least 200% of the sum of (W) required principal and interest payments on
all indebtedness during such fiscal year (other than principal payments of
revolving loans) plus (X) income taxes paid during such fiscal year plus (Y) all
capital expenditures during such fiscal year plus (Z) certain distributions made
during such fiscal year. The Bank Credit Facility provides that certain changes
in control of the Company or any of its subsidiaries constitute events of
default.

10% SENIOR SUBORDINATED NOTES

The 10% Senior Subordinated Notes are unsecured senior subordinated
obligations of the Company, in the aggregate principal amount of $120,000,000
maturing on May 1, 2006. There are no sinking fund payments on the 10% Senior
Subordinated Notes.

The 10% Senior Subordinated Notes bear interest at 10% per annum, payable
semi-annually.

The Indenture pursuant to which the 10% Senior Subordinated Notes were
issued contains customary covenants including, among others, limitations on the
incurrence of additional indebtedness unless the

43
<PAGE> 46

Company's consolidated interest coverage ratio after incurring such indebtedness
would be greater than 2.0 to 1 until May 10, 2000 or 2.25 to 1 thereafter, or
unless the indebtedness to be incurred falls with certain categories of
permitted indebtedness which include indebtedness under the Bank Credit Facility
and a $20 million unrestricted basket; limitations on certain restricted
payments such as dividends, redemptions, optional repayments of indebtedness,
and investments, which, however, can be made by the Company if the payments fall
within certain permitted exceptions or if they satisfy a test which includes a
cap established by formula; limitations on the issuance of capital stock of
subsidiaries and indebtedness of subsidiaries; limitations on transactions with
stockholders and affiliates; and limitations on assets sales and mergers. In
addition, the Company must offer to purchase all of the 10% Senior Subordinated
Notes upon the occurrence of certain changes of control, at a price equal to
101% of the principal amount thereof plus accrued interest to the date of
purchase.

44
<PAGE> 47

UNDERWRITERS

Under the terms and subject to the conditions in the Underwriting Agreement
dated the date of this Prospectus (the "Underwriting Agreement"), the Company
and the Selling Stockholder have agreed to sell 1,700,000 and 300,000 shares,
respectively, of the Company's Common Stock, and the Underwriters named below,
for whom Morgan Stanley & Co. Incorporated and Cowen & Company are serving as
Representatives, have severally agreed to purchase the respective number of
shares of Common Stock set forth opposite their names below:

<TABLE>
<CAPTION>
NUMBER
OF
NAME SHARES
------------------------------------------------------------------ ---------
<S> <C>
Morgan Stanley & Co. Incorporated...............................
Cowen & Company.................................................
---------
Total................................................... 2,000,000
=========
</TABLE>

The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the shares of Common Stock
offered hereby are subject to the approval of certain legal matters by their
counsel and to certain other conditions. The Underwriters are obligated to take
and pay for all of the shares of Common Stock offered (other than those covered
by the Underwriters' over-allotment option described below) if any such shares
are taken.

The Underwriters initially propose to offer part of the Common Stock
directly to the public at the public offering price set forth on the cover page
hereof and part to certain dealers at a price which represents a concession not
in excess of $ per share under the public offering price. The
Underwriters may allow, and such dealers may reallow, a concession not in excess
of $ per share to other Underwriters or to certain dealers. After the
initial offering of the Common Stock, the offering price and other selling terms
may from time to time be varied by the Underwriters.

Pursuant to the Underwriting Agreement, the Company has granted the
Underwriters an option, exercisable for 30 days from the date of this
Prospectus, to purchase up to 300,000 additional shares of Common Stock at the
public offering price set forth on the cover page hereof, less underwriting
discounts and commissions. The Underwriters may exercise such option to purchase
solely for the purpose of covering over-allotments, if any, made in connection
with the offering of the shares of Common Stock hereby. To the extent such
option is exercised, each Underwriter will become obligated, subject to certain
conditions, to purchase approximately the same percentage of such additional
shares as the number set forth next to such Underwriter's name in the preceding
table bears to the total number of shares of Common Stock offered by the
Underwriters hereby.

The Company, the Selling Stockholder and certain directors and officers of
the Company have agreed that, without the prior written consent of Morgan
Stanley & Co. Incorporated on behalf of the Underwriters, they will not during
the period ending 90 days after the date of this Prospectus (i) offer, pledge,
sell, contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant to purchase, lend
or otherwise transfer, or dispose of, directly or indirectly, any shares of
Common Stock or any securities convertible into or exercisable or exchangeable
for Common Stock or (ii) enter into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership
of the Common Stock, whether any such transaction described in clause (i) or
(ii) above is to be settled by delivery of the Common Stock or such other
securities, in cash or otherwise, except under certain limited circumstances.
Notwithstanding the foregoing, nothing shall prevent each director and officer
of the Company from pledging up to shares of Common Stock during the
90-day restricted period described above.

In order to facilitate the offering of the Common Stock, the Underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
price of the Common Stock. Specifically, the Underwriters may over-allot in
connection with the Offering, creating a short position in the Common Stock for
their own account. In addition, to cover over-allotments or to stabilize the
price of the Common Stock, the Underwriters

45
<PAGE> 48

may bid for, and purchase, shares of Common Stock in the open market. Finally,
the underwriting syndicate may reclaim selling concessions allowed to an
Underwriter or a dealer for distributing shares of Common Stock in the Offering,
if the syndicate repurchases previously distributed Common Stock in transactions
to cover syndicate short positions, in stabilization transactions or otherwise.
Any of these activities may stabilize or maintain the market price of the Common
Stock above independent market levels. The Underwriters are not required to
engage in these activities, and may end any of these activities at any time.

Certain Underwriters from time to time perform various investment banking
services for the Company, for which such Underwriters receive compensation.

The Company, the Selling Stockholder and the Underwriters have agreed to
indemnify each other against certain liabilities, including liabilities under
the Securities Act.

LEGAL MATTERS

Certain legal matters in connection with the Offering are being passed upon
for the Company by Phillips, Lytle, Hitchcock, Blaine & Huber LLP, Buffalo, New
York. John B. Drenning, Secretary of the Company, is a partner in Phillips,
Lytle, Hitchcock, Blaine & Huber LLP and a shareholder of the Company. Shearman
& Sterling, New York, New York, has acted as counsel to the Underwriters.

INDEPENDENT AUDITORS

The consolidated financial statements and schedule of Moog Inc. as of
September 27, 1997 and September 30, 1996, and for each of the years in the
three-year period ended September 27, 1997, have been included herein and in the
registration statement in reliance upon the reports of KPMG Peat Marwick LLP,
independent certified public accountants, Coopers & Lybrand, independent
chartered accountants, and Coopers & Lybrand GmbH,
Wirtschaftspruefungsgesellschaft, included herein, and upon the authority of
said firms as experts in accounting and auditing.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Annual Report on Form 10-K for the year ended September 27, 1997,
previously filed by the Company with the Commission pursuant to the Exchange
Act, is incorporated by reference in this Prospectus.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of all Securities shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. The Company will provide, without charge, to
each person, including any beneficial owner, to whom a copy of this Prospectus
is delivered, at the request of such person, a copy of any or all of the
documents incorporated herein by reference (other than exhibits thereto, unless
such exhibits are specifically incorporated by reference into such documents).
Written requests for such copies should be directed to William P. Burke,
Treasurer, Moog Inc., East Aurora, New York 14052, (716) 652-2000.

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

46
<PAGE> 49

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports, proxy statements
and other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information filed by the
Company with the Commission can be inspected and copied at the public reference
facilities maintained by the Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, and at the Commission's regional
offices at Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and at 7 World Trade Center, Suite 1300, New York, New
York 10048. Copies of such material can be obtained at prescribed rates upon
request from the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549. Electronic filings made through the Commission's
EDGAR system are publicly available at the Commission's Website
(http://www.sec.gov). Copies of such reports, proxy statements and other
information concerning the Company can also be inspected at the offices of the
American Stock Exchange at 86 Trinity Place, New York, New York 10006.

47
<PAGE> 50

GLOSSARY OF SIGNIFICANT TERMS

"Aerospace" or "Aerospace Controls" means the Company's business related to
Aircraft Controls together with its business related to Satellites and Launch
Vehicles.

"Aftermarket" means the international market for the sale of spares, parts
and repair services to Aerospace and Industrial Controls customers.

"Airbus" means Airbus Industries.

"Aircraft Controls" means the Company's business related to Military
Aircraft and Commercial Aircraft.

"AlliedSignal" means AlliedSignal Inc.

"Ariane V" means a launch vehicle of the European Space Agency.

"Asian-Pacific" means the geographic territory including Japan, China,
Singapore, Hong Kong, Taiwan, South Korea and neighboring countries in Southeast
Asia and Australia.

"Atlas" means a launch vehicle currently produced by Lockheed Martin.

"Bank Credit Facility" means the Company's U.S. revolving credit facility
and its term loan facility. All revolving borrowings under the Bank Credit
Facility will mature on October 1, 2000 and all term borrowings thereunder will
be repaid in quarterly installments ending on July 1, 2001.

"Battenfeld" means Battenfeld Foliantechnik GmbH of Troisdorf, Germany.

"Bell-Boeing" means a joint venture between Textron, Inc. and Boeing
Helicopters which produces the V-22 Osprey tiltrotor aircraft.

"Blackhawk" means the U.S. military's major combat and troop transport
helicopter built by Sikorsky which is also sold to the governments of Turkey,
Japan, South Korea, Australia and Saudi Arabia.

"Boeing" means the Boeing Corporation.

"Boeing Helicopters" means a division of Boeing.

"Bosch" means Robert Bosch GmbH.

"CAD/CAM" means computer aided design/computer assisted manufacturing.

"Canadair" means Bombardier Inc. Canadair, a division of Bombardier Inc.

"Celestri" means a satellite network consisting of 64 satellites currently
in the planning and development stage by Motorola Inc.

"Centaur" means the upper stage of the Atlas launch vehicle.

"CERCLA", also commonly referred to as "Superfund", means the Federal
Comprehensive Environmental Response, Compensation and Liability Act.

"Cessna" means Cessna Aircraft Co.

"Citation X" means a regional jet aircraft produced by Cessna.

"CNC" means computer numerically controlled.

"Commercial Aircraft" means the Company's business related to commercial
aircraft controls.

"Commission" means the U.S. Securities and Exchange Commission.

"Common Stock" means the Class A Common Stock, par value $1.00, of the
Company.

"Delta" means a family of launch vehicles currently produced or in
development by Boeing.

"DoD" means the United States Department of Defense.

G-1
<PAGE> 51

"Domestic Controls" means one of the Company's two segments of operation
primarily related to North American markets.

"EBITDA" means earnings before interest, taxes, depreciation and
amortization.

"Entertainment Simulators" means a family of electromechanical motion bases
developed by Moog for the entertainment industry.

"E-Systems" means E-Systems Inc., a subsidiary of Raytheon Company.

"Eurostar" means a series of satellites produced by Matra Marconi Space
Ltd.

"F-2" means a fighter aircraft which is currently produced by Mitsubishi
Heavy Industries in Japan. The F-2 was formerly called the FSX.

"F-14 Tomcat" means the U.S. Navy's carrier-based fighter aircraft.

"F-15 Eagle" means a military fighter aircraft produced by Boeing for use
by the U.S. Air Force, Saudi Arabia, Israel and the United Arab Emirates.

"F-16 Falcon" means a military fighter aircraft produced by Lockheed Martin
primarily for foreign military sales.

"F/A-18 C/D Hornet" means a military fighter/attack aircraft currently
produced by Boeing which is used by U.S. Navy as its primary carrier-based
fighter/attack aircraft.

"F/A-18 E/F Super Hornet" means the new larger version of the Boeing F/A-18
military aircraft which is currently in the initial production phase and is
moving toward full scale production.

"F-22 Raptor" means a new military fighter aircraft developed by Lockheed
Martin.

"FASB" means the Financial Accounting Standards Board.

"GEO" means geostationary earth orbit.

"Globalstar" means the low earth orbit based digital telecommunications
system that is currently in production by Globalstar Telecommunications Ltd. for
phone, paging and facsimile services through a total of 48 satellites.

"Gulfstream" means Gulfstream Aerospace Corporation.

"HR Textron" means HR Textron, a subsidiary of Textron, Inc.

"Hughes" or "Hughes Electronics" means a division of General Motors
Corporation.

"IDF" means the Indigenous Defense Fighter, an F-16 derivative fighter
aircraft produced by Lockheed Martin for sale to Taiwan.

"Industrial" or "Industrial Controls" means the Company's business related
to Industrial Electrics and Industrial Hydraulics.

"Industrial Electrics" means the Company's business related to the market
for industrial electric controls.

"Industrial Hydraulics" means the Company's business related to the market
for industrial hydraulic controls.

"International Controls" means one of the Company's two business segments
of operations primarily related to the European and Asian-Pacific markets.

"Iridium" means the Iridium Satellite System, a low earth orbit system that
is currently in production by Motorola and is intended to provide a global
wireless communication system through a total of 110 satellites.

"JSF" means the Joint Strike Fighter to be produced by either Boeing or
Lockheed Martin beginning in 2008.

G-2
<PAGE> 52

"Kistler K-1" means a new reusable launch vehicle being developed by
Kistler Aerospace Corporation.

"Launch Vehicles" means booster rockets used to place satellites into
orbit.

"Lear" means Lear Jet Inc.

"LEO" means low earth orbit or medium earth orbit.

"Light Combat Aircraft" means a fighter aircraft being developed for the
Indian air force.

"Lockheed Martin" means Lockheed Martin Corporation.

"Loral" means Loral Space Corporation.

"Maverick" means a tactical missile produced by Hughes.
.

"McDonnell Douglas" means the McDonnell Douglas Corporation, a wholly-owned
subsidiary of Boeing.

"Military Aircraft" means the Company's business related to the market for
military aircraft controls.

"Milstar" means a U.S. government military satellite program.

"Moog" means Moog Inc.

"Moog Family Agreement as to Voting" means an agreement by and among
certain relatives of the late Jane B. Moog including: Constance Moog Silliman,
Nancy Moog Aubrecht, Douglas B. Moog, Susan L. Moog, Richard A. Aubrecht, Jeanne
M. Moog and Albert K. Hill whereby each of the parties granted an irrevocable
proxy representing all shares owned of record or beneficially by each of the
parties, to a committee which is required to take any action and cause all
shares subject to the agreement to be voted as may be determined by any four of
its members.

"NASA" means the National Aeronautics and Space Administration.

"OEMs" means the Original Equipment Manufacturers.

"Offering" means the offering of Common Stock by the Company and the
Selling Stockholder.

"Officers' Series B Preferred Stock Agreement" means the agreement among
eight officers and one former officer of the Company who collectively own all of
the outstanding Series B Preferred Stock in which, with respect to any matter on
which Series B Preferred Stock is entitled to vote, all shares covered by the
agreement will be voted in a manner determined by a majority of such shares.

"Parker Hannifin" means Parker Hannifin Corporation.

"Patriot" means the Patriot missile.

"Preferred Stock" means the Company's preferred stock.

"Rockwell" means Rockwell International Corp.

"Satellites and Launch Vehicles" means the Company's business related to
the market for satellites and launch vehicles.

"Seahawk" is the U.S. Navy's equivalent of the "Blackhawk" military combat
and troop transport helicopter produced by Sikorsky.

"Series B Preferred Stock" means the Company's 9% Cumulative, Convertible,
Exchangeable Preferred Stock, $1.00 par value.

"Servoactuators" means controls used to precisely position and control
surfaces.

"Servovalves" means products used to control movement of a servoactuator
via an electronic command signal.

"SFAS" means Statement of Financial Accounting Standards.

G-3
<PAGE> 53

"Skybridge" means the Skybridge satellite network currently being planned
and developed by Alcatel Espace which is intended to consist of 64 satellites.

"Sikorsky" means a division of United Technologies Corporation.

"Space Shuttle" means the NASA manned reusable space vehicle.

"Space Station" means the International space station.

"Sparrow" means the Sparrow missile.

"SSOP" means the Company's Savings and Stock Ownership Plan.

"Standard Missile 2" means the Navy's primary shipboard defense weapon.

"Teledesic" means the Teledesic satellite network of 288 LEO satellites
currently being planned and developed by Teledesic Corp.

"10% Senior Subordinated Notes" means the $120 million aggregate amount of
notes issued by the Company on May 10, 1996 and due May 1, 2006.

"THAADS" means the Theater High Altitude Area Defense System.

"Titan IV" means the primary heavy launch vehicle produced by Lockheed
Martin for the U.S. Air Force.

"Trident Strategic Missile" means the strategic missile produced by the DoD
for launch from Trident class submarines.

"TVC" means launch vehicle Thrust Vector Control systems.

"U.S. Industrial Hydraulics Business" means the industrial hydraulics
business acquired by the Company from International Motion Control Inc. in
October 1996.

"VT-1" means a European tactical missile produced by Aerospatiale.

"V-22" means the Osprey tiltrotor aircraft that is a hybrid between a
helicopter and a fixed wing aircraft currently in the initial production phase
and produced by Bell-Boeing for use by the U.S. Marines, Navy and Special
Forces.

"Wegmann" means Wegmann and Co. of Kassel, Germany.

G-4
<PAGE> 54

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<S> <C>
Reports of Independent Auditors....................................................... F-2
Consolidated Statements of Earnings for the Years Ended September 27, 1997 and
September 30, 1996 and 1995......................................................... F-5
Consolidated Balance Sheets as of September 27, 1997 and September 30, 1996........... F-6
Consolidated Statements of Cash Flows for the Years Ended September 27, 1997 and
September 30, 1996 and 1995......................................................... F-7
Consolidated Statements of Shareholders' Equity for the Years Ended September 27, 1997
and September 30, 1996 and 1995..................................................... F-8
Notes to Consolidated Financial Statements............................................ F-9
</TABLE>

F-1
<PAGE> 55

REPORT OF INDEPENDENT AUDITORS

Shareholders and Board of Directors of Moog Inc.

We have audited the accompanying consolidated balance sheets of Moog Inc. and
subsidiaries as of September 27, 1997 and September 30, 1996, and the related
consolidated statements of earnings, shareholders' equity, and cash flows for
each of the years in the three-year period ended September 27, 1997. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits. We did not audit the consolidated
financial statements of Moog Controls Limited and Moog GmbH, wholly owned
consolidated subsidiaries of the Company, which statements reflect total assets
constituting 13% and 15% as of September 27, 1997 and September 30, 1996,
respectively, and total net sales constituting 19%, 20% and 21% of the related
consolidated totals for the years ended September 27, 1997 and September 30,
1996 and 1995, respectively. Those statements were audited by other auditors
whose reports have been furnished to us, and our opinion, insofar as it relates
to the amounts included for Moog Controls Limited and Moog GmbH, is based solely
on the reports of the other auditors.

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 and the reports of the other auditors provide a
reasonable basis for our opinion.

In our opinion, based on our audits and the reports of the other auditors, the
consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Moog Inc. and subsidiaries as of
September 27, 1997 and September 30, 1996, and the results of their operations
and their cash flows for each of the years in the three-year period ended
September 27, 1997, in conformity with generally accepted accounting principles.

KPMG Peat Marwick LLP

Buffalo, New York
November 10, 1997

F-2
<PAGE> 56

MOOG Inc.
East Aurora, New York 14052 -- 0018
United States of America

10 November 1997
CRH

INDEPENDENT AUDITORS' REPORT

Board of Directors
MOOG Inc.

We have audited the consolidated balance sheets of MOOG GmbH (a wholly-owned
subsidiary of MOOG Inc.) and subsidiary as of September 30, 1997, 1996 and 1995,
and the related consolidated statements of earnings and retained earnings and
cash flows for each of the years then ended. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
in the United States. 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 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 consolidated financial statements referred to above present
fairly, in all material aspects, the financial position of MOOG GmbH and
subsidiary as of September 30, 1997, 1996, 1995 and the results of their
operations and cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States.

Our audits were made for the purpose of forming an opinion on the consolidated
financial statements taken as a whole. The supplemental Schedules are presented
for purposes of additional analysis and are not required part of the basic
consolidated financial statements. Such information has been subjected to the
auditing procedures applied in the audits of the basic consolidated financial
statements as it relates to the required footnote disclosures and, in our
opinion, is fairly stated in all material respects in relation to the basic
consolidated financial statements taken as a whole.

Coopers & Lybrand GmbH
Wirtschaftspruefungsgesellschaft

F-3
<PAGE> 57

The Board of Directors
Moog Inc
East Aurora
New York
14052-0018
USA

14 November 1997

Dear Sirs

Independent Auditors' Report

We have audited the consolidated balance sheets of Moog Controls Limited (a
wholly owned subsidiary of Moog Inc.) and subsidiaries as of September 30, 1997
and 1996 and the related consolidated statements of earnings and retained
earnings and cash flows for each of the years then ended. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material mis-statement. 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Moog Controls
Limited and subsidiaries as of September 30, 1997 and 1996, and the results of
their operations and cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States.

Our audits were made for the purpose of forming an opinion on the consolidated
financial statements taken as a whole. The supplemental information in Schedules
1 through 25 are presented for purposes of additional analysis and are not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audits of the basic
consolidated financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic consolidated financial statements
taken as whole.

Coopers & Lybrand
14 November 1997

F-4
<PAGE> 58

MOOG INC.

CONSOLIDATED STATEMENTS OF EARNINGS

See accompanying Notes to Consolidated Financial Statements.

F-5
<PAGE> 59

MOOG INC.

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
AS OF AS OF
SEPTEMBER 27, SEPTEMBER 30,
1997 1996
------------- -------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents....................................... $ 6,800 $ 9,639
Receivables (note 3)............................................ 160,054 155,972
Inventories (note 4)............................................ 103,866 99,318
Deferred income taxes (note 7).................................. 18,935 19,708
Prepaid expenses and other current assets....................... 5,052 2,939
--------- ---------
TOTAL CURRENT ASSETS.................................... 294,707 287,576
PROPERTY, PLANT AND EQUIPMENT (notes 5 and 6)..................... 132,109 131,371
GOODWILL, net of accumulated amortization of $7,528 in 1997, and
$4,676 in 1996.................................................. 49,626 16,024
OTHER ASSETS...................................................... 14,121 14,587
--------- ---------
TOTAL ASSETS...................................................... $ 490,563 $ 449,558
========= =========

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable (note 6).......................................... $ 1,323 $ 3,420
Current installments of long-term debt (note 6)................. 15,345 10,491
Accounts payable................................................ 23,860 21,597
Accrued salaries, wages and commissions......................... 28,747 24,504
Contract loss reserves.......................................... 8,170 10,966
Accrued interest................................................ 7,253 6,160
Federal, state and foreign income taxes......................... 5,419 4,728
Other accrued liabilities....................................... 10,439 9,480
Customer advances............................................... 6,630 8,259
--------- ---------
TOTAL CURRENT LIABILITIES............................... 107,186 99,605
LONG-TERM DEBT, excluding current installments (note 6)
Senior debt..................................................... 101,577 77,351
Senior subordinated notes....................................... 120,000 120,000
OTHER LONG-TERM LIABILITIES (notes 7 and 8)....................... 47,609 47,859
--------- ---------
TOTAL LIABILITIES....................................... 376,372 344,815
--------- ---------
COMMITMENTS AND CONTINGENCIES (note 12)
SHAREHOLDERS' EQUITY (see page 30 and notes 8 and 9)
9% Series B Cumulative, Convertible, Exchangeable Preferred
stock -- Par Value $1.00 Authorized 200,000 shares. Issued
100,000 shares............................................... 100 100
Common Stock -- Par Value $1.00
Class A -- Authorized 30,000,000 shares. Issued 6,635,936
shares in 1997 and 6,629,245 shares in 1996. ............... 6,636 6,629
Class B -- Authorized 10,000,000 shares. Convertible to Class
A on a one for one basis. Issued 2,498,187 shares in 1997
and 2,504,878 shares in 1996. .............................. 2,498 2,505
Additional paid-in capital...................................... 47,519 47,611
Retained earnings............................................... 88,422 74,825
Treasury shares................................................. (30,967) (31,803)
Equity adjustments.............................................. 977 5,377
Loan to Savings and Stock Ownership Plan........................ (994) (501)
--------- ---------
TOTAL SHAREHOLDERS' EQUITY.............................. 114,191 104,743
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY........................ $ 490,563 $ 449,558
========= =========
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

F-6
<PAGE> 60

MOOG INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FISCAL YEARS ENDED
-----------------------------------------------
SEPTEMBER 27, SEPTEMBER 30, SEPTEMBER 30,
1997 1996 1995
------------- ------------- -------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings.............................................. $ 13,606 $ 10,709 $ 7,761
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Depreciation and amortization........................... 21,267 19,632 19,675
Provisions for losses................................... 9,763 6,444 3,761
Deferred income taxes................................... (2,094) (584) 1,565
Extraordinary item, loss from early extinguishment of
debt, pre-tax........................................ -- 810 --
Other................................................... 755 485 (84)
Change in assets and liabilities providing (using) cash:
Receivables.......................................... (10,084) (13,465) (7,876)
Inventories.......................................... (4,479) (17,662) (8,627)
Other assets......................................... (1,652) (1,486) 952
Accounts payable and accrued liabilities............. 2,745 5,604 (3,189)
Other liabilities.................................... 3,810 6,354 1,381
Customer advances.................................... (1,607) (1,665) (144)
--------- --------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES................. 32,030 15,176 15,175
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions and investments, including 1995 purchase
price settlement (note 2)............................... (49,180) (6,752) 9,200
Purchase of property, plant and equipment................. (12,982) (10,288) (9,974)
Proceeds from sale of assets.............................. 393 202 362
Payments received, net of advances, on loan to Savings and
Stock Ownership Plan.................................... (493) 248 349
--------- --------- ---------
NET CASH USED IN INVESTING ACTIVITIES..................... (62,262) (16,590) (63)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Net repayments of notes payable........................... (1,913) (3,357) (2,738)
Proceeds from revolving lines of credit................... 97,000 92,272 --
Payments on revolving lines of credit..................... (71,000) (149,657) (1,000)
Proceeds from issuance of long-term debt.................. 18,684 125,213 7,610
Payments on long-term debt................................ (14,825) (46,181) (18,884)
Purchase of outstanding shares for treasury............... (428) (14,605) --
Proceeds from sale of treasury stock...................... 1,123 545 60
Other..................................................... (836) (435) (9)
--------- --------- ---------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES.......... 27,805 3,795 (14,961)
--------- --------- ---------
Effect of exchange rate changes on cash and cash
equivalents............................................... (412) (318) (136)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS............ (2,839) 2,063 15
Cash and cash equivalents at beginning of year.............. 9,639 7,576 7,561
--------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR.................... $ 6,800 $ 9,639 $ 7,576
========= ========= =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the year for: Interest................... $ 20,452 $ 12,856 $ 17,598
Income taxes, net of
refunds.................. 5,646 2,739 (3,189)
Non-cash investing and financing activities:
Adjustment required for minimum pension liability (note
8)................................................... 676 (2,019) 1,083
Leases capitalized, net of leases terminated............ 731 597 260
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

F-7
<PAGE> 61

MOOG INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
FISCAL YEARS ENDED
-------------------------------------------------
SEPTEMBER 27, SEPTEMBER 30, SEPTEMBER 30,
1997 1996 1995
------------- ------------- -------------
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
PREFERRED STOCK............................................... $ 100 $ 100 $ 100
--------- --------- ---------
COMMON STOCK.................................................. 9,134 9,134 9,134
--------- --------- ---------
ADDITIONAL PAID-IN CAPITAL
Beginning of year........................................... 47,611 47,709 47,737
Issuance of treasury shares at less than cost............... (141) (98) (28)
Tax benefits related to stock option plan................... 49 -- --
--------- --------- ---------
End of year................................................. 47,519 47,611 47,709
--------- --------- ---------
RETAINED EARNINGS
Beginning of year........................................... 74,825 64,125 56,373
Net earnings................................................ 13,606 10,709 7,761
Preferred dividends ($.09 per share in 1997, 1996 and
1995).................................................... (9) (9) (9)
--------- --------- ---------
End of year................................................. 88,422 74,825 64,125
--------- --------- ---------
TREASURY SHARES, AT COST*
Beginning of year........................................... (31,803) (17,841) (17,929)
Shares issued related to options (1997 -- 50,150 Class A
shares and 44,912 Class B shares; 1996 -- 46,800 Class A
shares and 500 Class B shares; 1995 -- 6,000 Class A
shares and 1,000 Class B shares)......................... 1,264 568 87
Shares acquired through purchase (1997 -- 17,321 Class A
shares and 410 Class B shares; 1996 -- 721,086 Class A
shares, 80,000 Class B shares and 5,117 Series B
Preferred shares)........................................ (428) (14,605) --
Shares issued related to conversion of convertible
subordinated debentures (1996 -- 6,204 Class A shares;
1995 -- 87 Class A shares)............................... -- 75 1
--------- --------- ---------
End of year................................................. (30,967) (31,803) (17,841)
--------- --------- ---------
EQUITY ADJUSTMENTS**
Beginning of year........................................... 5,377 6,158 7,867
Adjustment from foreign currency translation................ (4,400) (2,110) (478)
Adjustment from change in pension liability................. -- 1,329 (1,231)
--------- --------- ---------
End of year................................................. 977 5,377 6,158
--------- --------- ---------
LOAN TO SAVINGS AND STOCK OWNERSHIP PLAN (SSOP)
Beginning of year........................................... (501) (749) (1,098)
Payments received on loan, net of advances, to SSOP......... (493) 248 349
--------- --------- ---------
End of year................................................. (994) (501) (749)
--------- --------- ---------
TOTAL SHAREHOLDERS' EQUITY.................................... $ 114,191 $ 104,743 $ 108,636
========= ========= =========
</TABLE>

- ---------------
* Class A Common Stock in treasury: 1,186,221 shares as of September 27, 1997;
1,219,050 shares as of September 30, 1996; 550,968 shares as of September 30,
1995.
Class B Common Stock in treasury: 892,101 shares as of September 27, 1997;
936,603 shares as of September 30, 1996; 857,103 shares as of September 30,
1995.
Preferred Stock in treasury: 5,117 shares as of September 27, 1997 and
September 30, 1996.

** End of year balance includes cumulative foreign currency translation, net of
applicable deferred taxes, of 1997 -- $977; 1996 -- $5,377; 1995 -- $7,487;
and cumulative minimum pension liability adjustments of 1997 and
1996 -- ($0); 1995 -- ($1,329). Included in adjustment from foreign currency
translation are net deferred (gains) losses of $89 in 1997, ($246) in 1996,
and $1,138 in 1995 related to hedging net investments in, and long-term
advances to, various international subsidiaries.

See accompanying Notes to Consolidated Financial Statements.

F-8
<PAGE> 62

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation: The consolidated financial statements include the accounts
of Moog Inc. and all of its U.S. and International subsidiaries (the Company).
All significant intercompany balances and transactions have been eliminated in
consolidation.

Fiscal Year: Effective in fiscal 1997, the Company changed its fiscal
year-end to the last Saturday in September (September 27, 1997 for fiscal 1997).
The impact on the current year results of operations was not material.

Cash and Cash Equivalents: All highly liquid investments with an original
maturity of three months or less are considered cash equivalents. Cash and cash
equivalents are carried at amounts which approximate fair value. The Company
places its temporary investments in highly rated financial institutions.

Revenue Recognition: The percentage of completion (cost-to-cost) method of
accounting is followed for long-term contracts. Under this method, revenues are
recognized as the work progresses toward completion. Contract incentive awards
affect earnings when the amounts can be determined. For contracts with
anticipated losses at completion, the projected loss is accrued. Revenues other
than on long-term contracts are recognized as units are delivered.

Inventories: Inventories are stated at the lower of cost or market with
cost determined primarily on the first-in, first-out (FIFO) method of valuation.
Consistent with industry practice, aerospace related inventories include amounts
relating to contracts having long production and procurement cycles, portions of
which are not expected to be realized within one year.

Foreign Currency Translation: Foreign subsidiaries' assets and liabilities
are translated using rates of exchange as of the balance sheet date and the
statements of earnings are translated at the average rates of exchange for the
year.

Depreciation and Amortization: Plant and equipment are depreciated
principally using the straight-line
method over the estimated useful lives of the assets. Leasehold improvements and
assets considered capital leases are amortized on a straight-line basis over the
term of the lease or the estimated useful life of the asset, whichever is
shorter.

Intangibles associated with acquisitions are amortized on a straight-line
basis over periods not to exceed 30 years. The Company monitors its intangibles
for evidence of impairment. In the event that such evidence exists, the Company
uses forecasted discounted cash flow analysis to determine the amount of
impairment, if any.

Long-Lived Assets: Effective October 1, 1996, the Company adopted
Statement of Financial Accounting Standards (SFAS) No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of."
The adoption of this standard had no effect on the Company's consolidated
financial position or results of operations in fiscal 1997.

Financial Instruments: The Company uses derivative financial instruments
for the purpose of hedging currency and interest rate exposures which exist as
part of its ongoing business operations. In general, instruments used as hedges
must be effective at reducing the risk associated with the exposure being hedged
and must be designated as a hedge at the inception of the contract. Deferred
gains or losses related to any instrument designated but ultimately ineffective
as a hedge of existing assets, liabilities, or firm commitments are recognized
immediately in the statement of earnings. The Company does not hold or issue
financial instruments for trading purposes. The Company is exposed to credit
loss in the event of nonperformance by the counter-parties to the instruments.
The Company, however, does not expect nonperformance by the counter-parties.

F-9
<PAGE> 63

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Company uses forward contracts to reduce fluctuations in foreign
currency cash flows related to third party raw material purchases, intercompany
product shipments, and intercompany loans. Foreign currency contracts are
marked-to-market with net amounts due to or from counter-parties recorded in
accounts receivable or payable. For contracts hedging firm commitments,
marked-to-market gains or losses are deferred and recognized as an adjustment to
the basis of the transaction. For all other contracts, marked-to-market gains or
losses are recognized currently, generally offsetting gains or losses from
underlying hedged transactions. Foreign currency forward contracts outstanding
at fair value on September 27, 1997 and September 30, 1996 were $2,086 and
$1,717, respectively. The Company also uses forward contracts to reduce
fluctuations in the value of foreign currency investments in, and long-term
advances to, subsidiaries. At September 27, 1997 and September 30, 1996, the
Company had $0 and $4,484, respectively, of such instruments outstanding at fair
value. These contracts are marked-to-market with gains or losses recorded in the
cumulative translation adjustment component of shareholders' equity.

The Company uses interest rate swaps to reduce interest rate volatility
with certain debt issues. The interest differential to be paid or received on
the swap is recognized in the statements of earnings, as incurred, as a
component of interest expense.

The cash flows related to derivative financial instruments are classified
in the statement of cash flows in a manner consistent with those of the
transactions being hedged.

Use of Estimates: Management has necessarily made a number of estimates
and assumptions relating to the reporting of assets and liabilities and the
disclosure of contingent liabilities to prepare these financial statements in
conformity with generally accepted accounting principles. Actual results could
differ from those estimates.

NOTE 2 -- ACQUISITIONS

On October 26, 1996, the Company acquired the assets of, and assumed
certain liabilities related to, the industrial hydraulic servo-controls business
(the U.S. Industrial Hydraulics Business) of International Motion Control Inc.,
an unrelated third party. The purchase price was $48,600. The U.S. Industrial
Hydraulics Business, which operated under the name Moog Controls Inc., was spun
off by the Company in February 1988. The acquisition was principally financed
with proceeds from the Company's U.S. Revolving Credit and Term Loan Facility
(the Bank Credit Facility) and resulted in intangible assets of approximately
$36,500, the majority of which are being amortized over 30 years.

The following summary, prepared on a proforma basis, combines the
consolidated results of operations of the Company and the U.S. Industrial
Hydraulics Business for the year ended September 30, 1996 as if the acquisition
took place on October 1, 1995. The proforma consolidated results include the
impact of certain adjustments, including amortization of intangibles and
increased interest expense on acquisition debt, and related income tax effects.

<TABLE>
<CAPTION>
1996
-----------
(UNAUDITED)
<S> <C>
Net Sales........................................................ $ 437,099
Earnings before extraordinary item............................... 11,739
Net earnings..................................................... 11,229
Net earnings per share........................................... $ 1.47
</TABLE>

The proforma results are not necessarily indicative of what actually would
have occurred if the acquisition had been in effect for the period presented. In
addition, they are not intended to be a projection of future results.

On May 7, 1997, the Company purchased the assets and servovalve distributor
and repair business of Dowty-France for $580. On May 24, 1996, the Company
acquired the propellant valve product line of Parker

F-10
<PAGE> 64

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Hannifin Corporation for $890. On December 15, 1995, the Company purchased for
$5,012 net of cash acquired, the industrial servovalve product line of Ultra
Hydraulics Limited located in the United Kingdom.

All of the Company's acquisitions are accounted for under the purchase
method, and accordingly, the operating results for the acquired companies are
included in the Consolidated Statements of Earnings from the date of
acquisition.

On May 13, 1996, a joint venture called Moog-Hydrolux LLC, in which the
company has a 50% interest, was formed. The Company accounts for this investment
on the equity method.

NOTE 3 -- RECEIVABLES

Receivables consist of:

<TABLE>
<CAPTION>
SEPTEMBER 27, SEPTEMBER 30,
1997 1996
------------- -------------
<S> <C> <C>
Long-term contracts:
Amounts billed.......................................... $ 42,028 $ 37,068
Unbilled recoverable costs and profits.................. 66,472 71,101
Claims on terminated contracts.......................... 558 1,518
--------- ---------
Total long-term contract receivables.................... 109,058 109,687
Trade..................................................... 50,998 45,710
Refundable income taxes................................... 250 183
Other..................................................... 1,342 1,724
--------- ---------
Total receivables......................................... 161,648 157,304
Less allowance for doubtful accounts...................... (1,594) (1,332)
--------- ---------
Receivables............................................... $ 160,054 $ 155,972
========= =========
</TABLE>

The long-term contract amounts are primarily associated with U.S.
Government prime- and sub-contractors and major commercial aircraft
manufacturers. Substantially all unbilled amounts are expected to be collected
within one year. In situations where billings exceed revenues recognized, the
excess is included in customer advances.

Concentrations of credit risk with respect to trade receivables are
mitigated due to the significant amount of business with large commercial
aerospace companies or U.S. Government prime- and sub-contractors and to the
number of customers and their dispersion over a large geographic region.

NOTE 4 -- INVENTORIES

Inventories consist of the following:

<TABLE>
<CAPTION>
SEPTEMBER 27, SEPTEMBER 30,
1997 1996
------------- -------------
<S> <C> <C>
Raw materials and purchased parts........................... $ 28,933 $30,609
Work in process............................................. 64,502 55,789
Finished goods.............................................. 10,431 12,920
--------- -------
Inventories................................................. $ 103,866 $99,318
========= =======
</TABLE>

F-11
<PAGE> 65

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 5 -- PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consists of:

<TABLE>
<CAPTION>
SEPTEMBER 27, SEPTEMBER 30,
1997 1996
------------- -------------
<S> <C> <C>
Land........................................................ $ 7,283 $ 7,553
Buildings and improvements.................................. 87,727 87,945
Machinery and equipment..................................... 222,362 214,880
--------- ---------
Property, plant and equipment, at cost...................... 317,372 310,378
Less accumulated depreciation and amortization.............. (185,263) (179,007)
--------- ---------
Property, plant and equipment............................... $ 132,109 $ 131,371
========= =========
</TABLE>

Assets under leases that have been accounted for as capital leases and
included in property, plant and equipment are summarized as follows:

<TABLE>
<CAPTION>
SEPTEMBER 27, 1997 SEPTEMBER 30, 1996
------------------ ------------------
<S> <C> <C>
Capital leases at cost............................... $ 6,025 $ 6,711
Less accumulated amortization........................ (2,114) (2,721)
-------- --------
Net assets under capital leases...................... $ 3,911 $ 3,990
======== ========
</TABLE>

NOTE 6 -- INDEBTEDNESS

Long-term debt consists of the following:

<TABLE>
<CAPTION>
SEPTEMBER 27, 1997 SEPTEMBER 30, 1996
------------------ ------------------
<S> <C> <C>
Bank Credit Facility
-- revolving credit................................ $ 67,000 $ 41,000
-- term loan....................................... 24,000 30,000
International and other U.S. term loan agreements.... 13,935 13,254
International revolving credit facility.............. 9,266 --
Obligations under capital leases..................... 2,721 3,588
-------- --------
Senior debt.......................................... 116,922 87,842
10% senior subordinated notes........................ 120,000 120,000
-------- --------
Total long-term debt................................. 236,922 207,842
Less current installments............................ (15,345) (10,491)
-------- --------
Long-term debt....................................... $221,577 $197,351
======== ========
</TABLE>

The Bank Credit Facility consists of a $135,000 revolving credit facility
and a $24,000 term loan. The revolving credit facility expires in October 2000.
The term loan has four years remaining through July 2001, with quarterly
principal payments of $1,500.

Interest on the Bank Credit Facility is LIBOR plus 1.75%. In order to
provide for interest rate protection, the Company has entered into interest rate
swap agreements for $80,000, effectively converting this amount to fixed rate
debt averaging 8.1%. The swaps expire at various times during 1998.

The Bank Credit Facility contains various covenants which, among others,
specify minimum interest coverage, limit senior debt to a defined capital base,
limit capital expenditures and restrict payment of cash dividends on common
stock. The Bank Credit Facility is secured by substantially all of the Company's
U.S. assets and the common shares of all Domestic and International
subsidiaries.

F-12
<PAGE> 66

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

International and other U.S. term loan agreements of $13,935 at September
27, 1997 consist principally of financing provided by various banks to
individual International subsidiaries. These term loans are being repaid through
2003, and carry interest rates ranging from .8% to 13.5%.

During fiscal 1997, the Company entered into a credit facility for its
international subsidiaries. The facility allows for borrowings in different
foreign currencies up to $15 million, carries an interest rate of LIBOR plus
.75% and expires on October 1, 1999.

The 10% Senior Subordinated Notes (the "Notes"), have a single maturity
with the aggregate principal amount due on May 1, 2006. The Notes are redeemable
at the option of the Company, in whole or in part, at any time on or after May
1, 2001 initially at 105% of their principal amount, plus accrued interest,
declining ratably to 100% of their principal amount, plus accrued interest, on
or after May 1, 2003.

The Notes are unsecured, general obligations of the Company subordinated in
right of payment to all existing and future senior indebtedness. The Notes
indenture includes certain covenants limiting, subject to certain exceptions,
the incurrence of additional indebtedness, payment of dividends, redemption of
capital stock, asset sales and certain mergers and consolidations.

In May 1996, the Company prepaid in its entirety the principal balance on
its 10.25% Senior Secured Note resulting in an extraordinary pre-tax charge of
$810. The charge consisted of prepayment and amendment fees and the write-off of
related debt issuance costs.

Maturities of long-term debt are $15,345 in 1998, $18,002 in 1999, $8,526
in 2000, $73,794 in 2001, $886 in 2002, and $120,369 thereafter.

The fair value of long-term debt was estimated based on quoted market
prices and discounted cash flow analysis using current rates offered to the
Company for debt with the same remaining maturities. At September 27, 1997, the
estimated fair value of long-term debt was $245,471.

At September 27, 1997, the Company has pledged assets with a net book value
of $288,531 as security for long-term debt.

The Company has both short-term lines of credit and long-term credit
facilities with various banks throughout the world. The short-term credit lines
are principally demand lines and subject to revision by the banks. These
short-term lines of credit, along with $68,000 available on the Bank Credit
Facility and $5,734 on the international revolving credit facility, provided
credit availability of $87,709 at September 27, 1997. Commitment fees are
charged on some of these arrangements based on a percentage of the unused
amounts available.

At September 27, 1997, the International Controls segment had $1,323 of
notes payable to banks at an average rate of 13.7%. During 1997, an average of
$1,948 in notes payable was outstanding at an average interest rate of 11.6%.
Notes payable are carried at amounts which approximate fair value.

F-13
<PAGE> 67

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 7 -- INCOME TAXES

The reconciliation of the provision for income taxes with the amount
computed by applying the U.S. federal statutory tax rate of 34% to earnings
before income taxes and extraordinary item is as follows:

<TABLE>
<CAPTION>
1997 1996 1995
------- ------- -------
<S> <C> <C> <C>
Earnings before income taxes and extraordinary item:
Domestic............................................ $16,310 $10,979 $ 6,042
Foreign............................................. 3,165 6,272 2,967
Eliminations........................................ 104 (1,201) (219)
------- ------- -------
Total....................................... $19,579 $16,050 $ 8,790
======= ======= =======
Computed expected tax expense......................... $ 6,657 $ 5,457 $ 2,988
Increase (decrease) in income taxes resulting from:
Foreign tax rates................................... 571 1,102 356
Nontaxable export sales............................. (664) (76) (280)
State taxes net of federal benefit.................. 302 141 226
Foreign tax credits................................. (1,244) -- --
Change in beginning of the year valuation
allowance........................................ (77) (2,541) (2,709)
Other............................................... 428 748 448
------- ------- -------
Income taxes.......................................... $ 5,973 $ 4,831 $ 1,029
======= ======= =======
Effective income tax rate............................. 30.5% 30.1% 11.7%
======= ======= =======
</TABLE>

At September 27, 1997, certain International subsidiaries had net operating
loss carryforwards totalling $1,219. These loss carryforwards do not expire and
can be used to reduce current taxes otherwise due on future earnings of those
subsidiaries.

No provision has been made for U.S. federal or foreign taxes on that
portion of certain International subsidiaries' undistributed earnings ($28,474
at September 27, 1997) considered to be permanently reinvested. It is not
practicable to determine the amount of tax that would be payable if these
amounts were repatriated to the Company.

The components of income taxes excluding the extraordinary item are as
follows:

<TABLE>
<CAPTION>
1997 1996 1995
------- ------- -------
<S> <C> <C> <C>
Current:
Federal............................................. $ 6,543 $ 2,817 $ (828)
Foreign............................................. 949 2,518 292
State............................................... 575 80 --
------- ------- -------
Total current............................... 8,067 5,415 (536)
------- ------- -------
Deferred:
Federal............................................. (1,621) 1,220 2,466
Foreign............................................. (354) (1,937) (1,243)
State............................................... (119) 133 342
------- ------- -------
Total deferred................................... (2,094) (584) 1,565
------- ------- -------
Total income taxes.......................... $ 5,973 $ 4,831 $ 1,029
======= ======= =======
</TABLE>

The tax effects of temporary differences that generated deferred tax assets
and liabilities are detailed in the following table. Realization of deferred tax
assets is dependent upon the generation of future taxable income during the
periods in which those temporary differences become deductible. Management
considers

F-14
<PAGE> 68

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

projected future taxable income and tax planning strategies in making its
assessment of the recoverability of deferred tax assets.

<TABLE>
<CAPTION>
SEPTEMBER 27, SEPTEMBER 30,
1997 1996
------------- -------------
<S> <C> <C>
Deferred tax assets:
Contract loss reserves not currently deductible......... $ 4,137 $ 4,739
Tax benefit carryforwards............................... 647 2,044
Accrued vacation........................................ 5,173 5,025
Deferred compensation................................... 5,069 4,156
Accrued expenses not currently deductible............... 3,508 2,463
Inventory............................................... 3,884 3,633
Other................................................... 427 505
------- -------
Total gross deferred tax assets...................... 22,845 22,565
Less: Valuation reserve.............................. (295) (456)
------- -------
Net deferred tax assets.............................. 22,550 22,109
------- -------
Deferred tax liabilities:
Differences in bases and depreciation of property, plant
and equipment........................................ 21,720 21,314
Prepaid pension......................................... -- 207
Other................................................... 1,135 996
------- -------
Total gross deferred tax liabilities................. 22,855 22,517
------- -------
Net deferred tax liabilities.................... $ 305 $ 408
======= =======
</TABLE>

NOTE 8 -- EMPLOYEE BENEFIT PLANS

The Company maintains a number of defined benefit pension plans. The funded
status of these plans is as follows:

<TABLE>
<CAPTION>
SEPTEMBER 27, 1997 SEPTEMBER 30, 1996
----------------------------------------------------- -----------------------------------------------------
U.S. EMPLOYEE U.S. EMPLOYEE
PLAN WITH OTHER OTHER PLAN WITH OTHER OTHER
ASSETS PLANS WITH PLANS WITH ASSETS PLANS WITH PLANS WITH
IN EXCESS OF ASSETS IN EXCESS ACCUMULATED IN EXCESS OF ASSETS IN EXCESS ACCUMULATED
ACCUMULATED OF ACCUMULATED BENEFITS IN EXCESS ACCUMULATED OF ACCUMULATED BENEFITS IN EXCESS
BENEFITS BENEFITS OF ASSETS BENEFITS BENEFITS OF ASSETS
------------- ---------------- ------------------ ------------- ---------------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Accumulated
benefit
obligation
-- Vested..... $ 109,686 $9,034 $ 15,274 $ 100,232 $7,071 $ 14,883
-- Nonvested... 914 -- 4,177 670 -- 3,545
-------- ------ ------- -------- ------ -------
Total... $ 110,600 $9,034 $ 19,451 $ 100,902 $7,071 $ 18,428
-------- ------ ------- -------- ------ -------
Projected
benefit
obligation
(PBO)......... $ 121,300 $9,972 $ 24,258 $ 112,357 $7,377 $ 23,553
Plan assets at
fair value.... 139,743 9,769 1,337 112,119 8,377 1,447
-------- ------ ------- -------- ------ -------
Plan assets in
excess of (or
less than)
PBO........... 18,443 (203) (22,921) (238) 1,000 (22,106)
Unrecognized
cumulative
experience
loss (gain)... (19,074) 822 (1,346) 1,426 (482) (2,446)
Unrecognized net
(asset)
liability from
SFAS no. 87
adoption date,
amortized over
15 years...... (1,735) -- 1,470 (2,104) -- 1,909
</TABLE>

F-15
<PAGE> 69

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Fiscal 1997 plan assets, shown above, consist primarily of publicly traded
stocks, bonds, mutual funds and $21,667 in Company stock, based on quoted market
prices. The Company's funding policy is to contribute at least the amount
required by law in the various jurisdictions in which the plans are domiciled.
The principal actuarial assumptions weighted for all defined benefit plans are:

<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Discount rate.................................................. 7.3 % 7.6 %
Return on assets............................................... 8.5 % 8.6 %
Rate of compensation increase.................................. 3.7 % 3.8 %
</TABLE>

In addition, the Company maintains various defined contribution plans.
These defined contribution plans, along with the defined benefit plans, cover
substantially all employees. Pension expense for all plans for 1997, 1996 and
1995 is as follows:

<TABLE>
<CAPTION>
1997 1996 1995
------- ------- -------
<S> <C> <C> <C>
Service cost -- benefits earned during the year....... $ 5,093 $ 4,635 $ 4,523
Interest cost on projected benefit obligation......... 10,841 9,827 9,019
Actual return on plan assets.......................... (30,843) (17,231) (16,939)
Net amortization, deferral and other.................. 21,278 9,816 9,038
------- ------- -------
Pension expense for defined benefit plans............. 6,369 7,047 5,641
Pension expense for other plans....................... 873 574 763
------- ------- -------
Total pension expense....................... $ 7,242 $ 7,621 $ 6,404
======= ======= =======
</TABLE>

Employee and management profit share plans provide for the computation of
profit share based on net earnings as a percent of net sales multiplied by base
wages, as defined. Profit share expense was $4,518 in 1997 and $2,602 in 1996.
The profit share plan was suspended for 1995.

The Company has a Savings and Stock Ownership Plan (SSOP) which includes an
Employee Stock Ownership Plan. As one of the investment alternatives,
participants in the SSOP can acquire Company stock at market value, with the
Company providing a 25% share match. The SSOP purchase of the initial shares was
funded by a Company loan. The loan is repaid with Company contributions.
Interest on the loan is computed at the Bank Credit Facility borrowing rate. The
Company makes temporary advances to the SSOP for purchases of additional shares.
Shares are allocated and compensation expense is recognized as the employer
share match is earned. At September 27, 1997, the SSOP owned (allocated and
unallocated) 147,991 Class A shares and 514,311 Class B shares.

The Company provides postretirement health care benefits to certain
retirees. Expenses under this plan were $1,222, $1,158 and $1,011 in 1997, 1996
and 1995, respectively. A reconciliation of the funded status of the plan with
the accrued liability is shown below. There are no plan assets.

F-16
<PAGE> 70

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
SEPTEMBER 27, 1997 SEPTEMBER 30, 1996
------------------ ------------------
<S> <C> <C>
Accumulated postretirement benefit
obligation (APBO)
-- Inactives............................. $ (5,420) $ (5,147)
-- Actives fully eligible................ (767) (395)
-- Actives not fully eligible............ (3,229) (2,800)
-------- --------
Total APBO (funded status)................. (9,416) (8,342)
Unrecognized transition obligation......... 6,310 6,704
Unrecognized prior service cost............ 211 --
Unrecognized gains (losses)................ 780 (343)
-------- --------
Accrued postretirement benefit liability... $ (2,115) $ (1,981)
======== ========
Discount rate.............................. 7.8% 8.0%
======== ========
</TABLE>

The effect of a one percentage point increase in the health care cost trend
rate, currently assumed at 2.5%, would not have a significant impact on the
accumulated postretirement benefit obligation as of September 27, 1997.

NOTE 9 -- SHAREHOLDERS' EQUITY

Class A and Class B Common Stock equally share in the earnings of the
Company, and are identical with certain exceptions. Class A shares have limited
voting rights, with each share of Class A being entitled to one-tenth of a vote
on most matters, and each share of Class B being entitled to one vote. Class A
shareholders are entitled, subject to certain limitations, to elect at least 25%
of the Board of Directors (rounded up to the nearest whole number) with Class B
shareholders entitled to elect the balance of the directors. Cash dividends may
be paid on Class A without paying a cash dividend on Class B, and no cash
dividend may be paid on Class B unless at least an equal cash dividend is paid
on Class A. Class B shares are convertible at any time into Class A on a
one-for-one basis at the option of the shareholder. The number of common shares
issued reflects conversion of Class B to Class A of 6,691 and 30,039 shares in
1997 and 1996, respectively.

The Company is authorized to issue up to 10,000,000 shares of preferred
stock. Series B Preferred Stock is 9% Cumulative, Convertible, Exchangeable
Preferred Stock with a $1.00 par value. Series B Preferred Stock consists of
100,000 issued shares and 94,883 outstanding shares at September 27, 1997, and
is convertible into Class A Common shares (.08585 shares of Class A Common Stock
per share of Series B Preferred Stock). The Series B Preferred Stock is owned by
nine principal officers of the Company. With respect to any matters on which the
Series B Preferred Stock is entitled to vote, all shares will be voted in a
manner determined by a majority of such shares. The Series B Preferred Stock is
entitled to vote as a class on certain takeover transactions. The Board of
Directors may authorize, without further shareholder action, the issuance of
additional preferred stock which ranks senior to both classes of Common Stock of
the Company with respect to the payment of dividends and the distribution of
assets on liquidation. The preferred stock, when issued, would have such
designations relative to voting and conversion rights, preferences, privileges
and limitations as determined by the Board of Directors.

The Company adopted SFAS No. 123, "Accounting for Stock-Based
Compensation," effective October 1, 1996. This statement encourages companies to
adopt a fair value based method of accounting for compensation costs of employee
stock compensation plans. As permitted by SFAS No. 123, the Company will
continue to apply its current accounting policy using the intrinsic value method
of accounting prescribed by Accounting Principles Board Opinion No. 25 with
respect to measuring stock-based compensation. The adoption of SFAS No. 123,
therefore, had no effect on the Company's consolidated financial position or
results of operations for fiscal 1997. Pro forma footnote disclosures of net
earnings and earnings per share, as if the fair value based method of accounting
had been applied, have not been presented as awards have not been granted
subsequent to fiscal 1995.

F-17
<PAGE> 71

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Of the Class B Common Stock, 85,000 shares are reserved for issuance under
the 1983 Non-Statutory Stock Option Plan. Class A shares reserved for issuance
at September 27, 1997 are as follows:

<TABLE>
<CAPTION>
SHARES
---------
<S> <C>
Conversion of Class B to Class A shares........................... 1,691,086
1983 Incentive Stock Option Plan.................................. 271,650
Conversion of Series B Preferred Stock to Class A shares.......... 8,146
---------
1,970,882
=========
</TABLE>

The 1983 Non-Statutory Stock Option Plan granted options on Class B shares
to directors, officers, and key employees. Stock appreciation rights were
granted in tandem with the options and are exercisable only to the extent the
options are exercised. Compensation expense related to the stock appreciation
rights was $1,302, $1,043 and $73 in fiscal 1997, 1996 and 1995, respectively.
The 1983 Incentive Stock Option Plan granted options on Class A shares to
officers and key employees. The Plans terminated on December 31, 1992 and
outstanding options expire no later than ten years after the date of grant.

Options were granted at prices not less than market value on the date of
the grant. Shares under option are as follows:

<TABLE>
<CAPTION>
NON-STATUTORY INCENTIVE
PLAN PLAN
(CLASS B) (CLASS A)
------------- ---------
<S> <C> <C>
Outstanding at September 30, 1994:........................... 133,412 380,000
Cancelled or expired in fiscal 1995.......................... (500) (3,400)
Exercised in fiscal 1995..................................... (1,000) (6,000)
------- -------
Outstanding at September 30, 1995:........................... 131,912 370,600
Cancelled or expired in fiscal 1996.......................... (1,500) (1,200)
Exercised in fiscal 1996..................................... (500) (46,800)
------- -------
Outstanding at September 30, 1996 (weighted-average exercise
price: Class B -- $14.28, Class A -- $8.36)................ 129,912 322,600
Cancelled or expired in fiscal 1997 (weighted-average
exercise price: Class A -- $10.50)......................... -- (800)
Exercised in fiscal 1997 (weighted-average exercise price:
Class B -- $14.44, Class A -- $9.46)....................... (44,912) (50,150)
------- -------
Outstanding and exercisable at September 27, 1997: (weighted-
average exercise price: Class B -- $14.75, Class
A -- $8.15)................................................ 85,000 271,650
======= =======
</TABLE>

The weighted-average remaining contractual life of the Class B and Class A
options as of September 27, 1997 is .9 and 2.6 years, respectively.

All options outstanding at September 27, 1997, are exercisable at prices
ranging as follows: Class B -- $14.75 per share; Class A -- $5.625 to $10.50 per
share.

NOTE 10 -- SEGMENT INFORMATION

The Company is organized into two segments: The Domestic Controls segment,
which is larger based on sales and assets, and International Controls. Domestic
Controls primarily serves North American markets

F-18
<PAGE> 72

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

with a substantial majority of its sales within the aerospace industry.
International Controls serves markets in Europe and the Asian-Pacific with the
majority of its sales related to industrial applications.

<TABLE>
<CAPTION>
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
Domestic Controls
Net sales:
Aerospace..................................... $265,835 $249,594 $232,525
Industrial.................................... 59,031 26,981 21,401
-------- -------- --------
324,866 276,575 253,926
Intersegment sales............................... 13,792 11,912 10,446
-------- -------- --------
Total sales.............................. $338,658 $288,487 $264,372
======== ======== ========
Operating profit................................. $ 43,288 $ 32,744 $ 25,242
Net earnings..................................... 10,960 5,863 4,030
Identifiable assets.............................. 351,944 297,445 282,323
Capital expenditures............................. 8,322 4,973 5,633
Depreciation and amortization expense............ 10,975 10,103 10,363
International Controls
Net sales:
Aerospace..................................... $ 25,978 $ 19,382 $ 19,086
Industrial.................................... 105,085 111,280 101,272
-------- -------- --------
131,063 130,662 120,358
Intersegment sales............................... 7,887 14,983 4,728
Total sales.............................. $138,950 $145,645 $125,086
======== ======== ========
Operating profit................................. $ 7,977 $ 11,796 $ 8,464
Net earnings..................................... 2,570 5,691 3,918
Identifiable assets.............................. 121,456 126,732 120,499
Capital expenditures............................. 3,910 4,468 3,977
Depreciation and amortization expense............ 4,312 4,913 5,337
Consolidated operations
Net sales........................................ $455,929 $407,237 $374,284
======== ======== ========
Operating profit, net of intercompany
eliminations.................................. $ 51,369 $ 43,339 $ 33,487
Deductions from operating profit:
Interest expense.............................. 22,675 18,124 17,492
Currency (gain) loss.......................... (186) (88) 143
Other expenses, net........................... 9,301 9,253 7,062
-------- -------- --------
Earnings before income taxes and extraordinary
item........................................ $ 19,579 $ 16,050 $ 8,790
======== ======== ========
Total identifiable assets........................ $473,400 $424,177 $402,822
Corporate assets................................. 32,938 45,976 39,864
Eliminations..................................... (15,775) (20,595) (17,729)
-------- -------- --------
Total consolidated assets........................ $490,563 $449,558 $424,957
======== ======== ========
</TABLE>

Intersegment sales, which are transacted and accounted for at factory cost
plus applicable general and administrative expenses and profit, have been
eliminated in net sales.

F-19
<PAGE> 73

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Operating profit is total revenue less cost of sales and other operating
expenses. The deductions from operating profit have been charged to the
respective segments by being directly identified with the segments or allocated
on the basis of assets or sales.

Included in net sales for Domestic Controls is $85,033 in 1997 of sales to
the Boeing Corporation (including Boeing Helicopters, McDonnell Douglas and the
former Space and Defense business of Rockwell) and $134,659 in 1997, $153,865 in
1996 and $136,261 in 1995, in sales to U.S. government prime- or sub-
contractors, including military sales to Boeing.

In June 1997, the Financial Accounting Standards Board (FASB) issued SFAS
No. 131, "Disclosure about Segments of an Enterprise and Related Information,"
which requires financial information to be reported on the basis that is used
internally for evaluating segment performance and deciding how to allocate
resources to segments. The standard must be adopted by fiscal 1999. The Company
is currently evaluating the disclosures required under this new standard.

NOTE 11 -- GEOGRAPHIC AREAS AND EXPORT SALES

<TABLE>
<CAPTION>
UNITED PACIFIC & CORPORATE & CONSOL-
STATES EUROPE OTHER ELIMINATIONS IDATED
-------- ------- --------- ------------ --------
<S> <C> <C> <C> <C> <C>
Identifiable Assets:
1997....................... $351,944 $87,606 $ 33,850 $ 17,163 $490,563
1996....................... 297,445 92,206 34,526 25,381 449,558
1995....................... 282,323 79,910 40,589 22,135 424,957
Sales to Unaffiliated
Customers:
1997....................... $324,866 $99,609 $ 31,454 $455,929
1996....................... 276,575 101,093 29,569 407,237
1995....................... 253,926 90,076 30,282 374,284
Inter-area Sales to
Affiliates:
1997....................... $ 13,792 $ 5,662 $ 2,225 $ 21,679
1996....................... 11,912 13,529 1,454 26,895
1995....................... 10,446 4,062 666 15,174
Export Sales:
1997....................... $ 71,348 $25,277 $ 2,578 $ 99,203
1996....................... 57,350 27,023 2,220 86,593
1995....................... 54,364 25,370 1,610 81,344
Net Earnings (Loss):
1997....................... $ 10,960 $ 1,185 $ 1,385 $ 76 $ 13,606
1996....................... 5,863 5,005 686 (845) 10,709
1995....................... 4,030 4,082 (164) (187) 7,761
</TABLE>

Export sales from the United States are primarily to areas other than
Europe. Export sales from Europe and all other geographic areas are principally
to countries within their geographic area.

NOTE 12 -- COMMITMENTS AND CONTINGENCIES

The Company is, in the normal course of its business, engaged in
administrative proceedings with governmental agencies and legal proceedings with
governmental agencies and other third parties, including litigation under
Superfund laws, regarding environmental matters. The Company believes that
adequate reserves have been established for all currently pending environmental
administrative or legal proceedings, and does not expect that these
environmental matters, and the utilization of existing reserves, if any, will
have a material effect on the financial condition and liquidity, or results of
operations of the Company.

F-20
<PAGE> 74

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

From time to time, the Company is named as a defendant in legal actions
arising in the normal course of business. The Company is not a party to any
pending or legal proceedings the resolution of which management believes will
have a material adverse effect on the Company's results of operations or
financial condition and liquidity, or to any pending legal proceedings other
than ordinary, routine litigation incidental to its business.

The Company leases certain facilities and equipment under operating lease
arrangements. These arrangements may include fair market renewal or purchase
options. Rent expense under operating leases amounted to $7,762 in 1997, $7,191
in 1996 and $6,957 in 1995. Future minimum rental payments required under
noncancelable operating leases are $7,359 in 1998, $6,169 in 1999, $4,751 in
2000, $3,292 in 2001, $3,035 in 2002 and $9,281 thereafter.

The Company subleases various facilities to third parties. Gross rental
income from such activities was $351 in 1997, $1,291 in 1996 and $1,535 in 1995.
Future minimum rental income under noncancelable operating leases is $234 in
1998, $225 in 1999 and $188 in 2000.

NOTE 13 -- PER SHARE DATA

Primary earnings per common and common equivalent share have been
calculated after deducting dividend entitlements on preferred stock and using
the weighted average number of shares of common stock and dilutive stock options
outstanding.

In February 1997, the FASB issued SFAS No. 128, "Earning per Share," which
will be adopted by the Company during the first quarter of fiscal 1998. At that
time, the Company will change the method currently used to compute earnings per
share (EPS) and restate all prior periods, as required. Under the new
requirements for calculating basic EPS, the dilutive effect of stock options
will be excluded. When adopted, basic EPS required under SFAS No. 128 will be
reported for fiscal 1997, 1996 and 1995 as $1.95, $1.44 and $1.00, respectively,
and the diluted EPS will be $1.88, $1.40 and $1.00, respectively.

NOTE 14 -- QUARTERLY DATA -- UNAUDITED

NET SALES AND EARNINGS

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
SEPTEMBER 27, 1997 SEPTEMBER 30, 1996
---------------------------------------------------- ---------------------------------------------------
1ST 2ND 3RD 4TH 1ST 2ND 3RD 4TH
QTR. QTR. QTR. QTR. TOTAL QTR. QTR. QTR. QTR. TOTAL
-------- -------- -------- -------- -------- ------- -------- -------- -------- --------
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales........... $103,850 $109,805 $120,064 $122,210 $455,929 $93,233 $106,822 $103,107 $104,075 $407,237
Gross profit........ 33,051 35,003 36,023 36,472 140,549 28,526 32,324 32,573 32,104 125,527
Earnings before
income taxes and
extraordinary
item.............. 4,226 4,515 5,017 5,821 19,579 3,226 4,431 4,299 4,094 16,050
Earnings before
extraordinary
item.............. 2,959 3,259 3,561 3,827 13,606 2,350 3,044 3,022 2,803 11,219
Extraordinary
item.............. -- -- -- -- -- -- -- (510) -- (510)
-------- -------- -------- -------- -------- ------- -------- -------- -------- --------
Net earnings........ $ 2,959 $ 3,259 $ 3,561 $ 3,827 $ 13,606 $ 2,350 $ 3,044 $ 2,512 $ 2,803 $ 10,709
======== ======== ======== ======== ======== ======= ======== ======== ======== ========
Net earnings per
common and common
equivalent share
before
extraordinary
item.............. $ .41 $ .45 $ .49 $ .53 $ 1.88 $ .30 $ .40 $ .40 $ .39 $ 1.47
Extraordinary
item.............. -- -- -- -- -- -- -- (.07) -- (.07)
-------- -------- -------- -------- -------- ------- -------- -------- -------- --------
Net earnings........ $ .41 $ .45 $ .49 $ .53 $ 1.88 $ .30 $ .40 $ .33 $ .39 $ 1.40
======== ======== ======== ======== ======== ======= ======== ======== ======== ========
</TABLE>

Note: The 1996 quarterly Earnings Per Share do not add to the total due to
rounding.

F-21
<PAGE> 75

[Photograph of F-18 fighter aircraft
with Moog product locations highlighted]
<PAGE> 76

[MOOG LOGO]
<PAGE> 77

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The expenses in connection with the issuance and distribution of the
securities being registered will be borne by the Company and are set forth in
the following table (all amounts except the registration fee and NASD fee are
estimated):

<TABLE>
<S> <C>
Registration fee......................................................... $25,836.67
NASD fee................................................................. 9,027.00
Legal fees and expenses.................................................. *
Blue Sky expenses........................................................ *
Accounting fees and expenses............................................. *
Printing fees and expenses............................................... *
Miscellaneous............................................................ *
----------
Total.......................................................... $ *
==========
</TABLE>

- ---------------
* To be completed by amendment

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Sections 722 through 726 of the New York Business Corporation Law (the
"BCL") grant New York corporations broad powers to indemnify their present and
former directors and officers and those of affiliated corporations against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with threatened,
pending or completed actions, suits or proceedings to which they are parties or
are threatened to be made parties by reason of being or having been such
directors or officers, subject to specified conditions and exclusions; give a
director or officer who successfully defends an action the right to be so
indemnified; and permit a corporation to buy directors' and officers' liability
insurance. Such indemnification is not exclusive of any other rights to which
those indemnified may be entitled under any by-laws, agreement, vote of
shareholders or otherwise.

Section 402(b) of the BCL permits a New York corporation to include in its
certificate of incorporation a provision eliminating the potential monetary
liability of a director to the corporation or its stockholders for breach of
fiduciary duty as a director, provided that such provision shall not eliminate
the liability of a director (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) for improper payment of dividends, or (iv) for any transaction from which
the director receives an improper personal benefit. Moog's Restated Certificate
of Incorporation includes the provision permitted by Section 402(b) of the BCL.

Moog's By-Laws provide that Moog shall indemnify such directors and
officers against expenses, judgments, fines or amounts paid in settlement in
connection with any action, suit or proceeding, or threat thereof, to the
maximum extent permitted by applicable law.

II-1
<PAGE> 78

ITEM 16. EXHIBITS.

The following Exhibits are filed with this Registration Statement:

<TABLE>
<C> <S>
1. Form of Underwriting Agreement, between the Company and Morgan Stanley & Co.
Incorporated and Cowen & Company on behalf of the Underwriters (to be filed by
amendment).
4. Restated Certificate of Incorporation of the Company, incorporated by reference to
Exhibit (3) of the Company's Annual Report on Form 10-K for its fiscal year ended
September 30, 1989.
5. Opinion of Phillips, Lytle, Hitchcock, Blaine & Huber LLP as to the legality of the
Class A Common Stock.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Coopers & Lybrand GmbH Wirtschaftspruefungsgesellschaft.
23.3 Consent of Coopers & Lybrand.
23.4 Consent of Phillips, Lytle, Hitchcock, Blaine & Huber LLP (included in its opinion
filed as Exhibit 5 herewith).
24. Power of Attorney (included on the signature page).
</TABLE>

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1) For purposes of determining any liability under the Securities Act
of 1933, 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 of 1933, 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) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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
Securities and Exchange Commission such indemnification is against public
policy as expressed in the 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 Act and will be governed by the final
adjudication of such issue.

II-2
<PAGE> 79

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 East Aurora, New York, on the 24th day of November, 1997.

MOOG INC.

By: /s/ ROBERT T. BRADY

------------------------------------
Robert T. Brady, President
and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Moog Inc. hereby severally constitute Robert R. Banta and Robert T.
Brady, and each of them singly, are true and lawful attorneys with full power to
them, and each of them singly, to sign for us and in our names in the capacities
indicated below, the Registration Statement filed herewith and any and all
amendments to said Registration Statement, and generally to do all such things
in our names and in our capacities as officers and directors to enable Moog Inc.
to comply with the provisions of the Securities Act of 1933 and all requirements
of the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.

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 date indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ ------------------------------ ------------------
<C> <S> <C>

/s/ ROBERT T. BRADY Chairman of the Board, November 24, 1997
- ------------------------------------------ President and Chief Executive
Robert T. Brady Officer (Principal executive
officer) and Director

/s/ ROBERT R. BANTA Executive Vice President, November 24, 1997
- ------------------------------------------ Chief Financial Officer, and
Robert R. Banta Director
(Principal financial officer)
/s/ DONALD R. FISHBACK Controller November 24, 1997
- ------------------------------------------ (Principal accounting officer)
Donald R. Fishback

/s/ RICHARD A. AUBRECHT Director November 24, 1997
- ------------------------------------------
Richard A. Aubrecht, Ph.D.

/s/ JOE C. GREEN Director November 24, 1997
- ------------------------------------------
Joe C. Green

Director November 24, 1997
- ------------------------------------------
John D. Hendrick
</TABLE>

II-3
<PAGE> 80

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ ------------------------------ ------------------
<C> <S> <C>

- ------------------------------------------ Director November 24, 1997
Kenneth J. McIlraith

Director November 24, 1997
- ------------------------------------------
Albert F. Myers

/s/ PETER P. POTH Director November 24, 1997
- ------------------------------------------
Peter P. Poth

Director November 24, 1997
- ------------------------------------------
Arthur S. Wolcott
</TABLE>

II-4
<PAGE> 81

EXHIBIT INDEX

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
- ------- -------------------------------------------------------------------------- ------------
<C> <S> <C>
1. Form of Underwriting Agreement, between the Company and Morgan Stanley &
Co. Incorporated and Cowen & Company on behalf of the Underwriters (to be
filed by amendment).
4. Restated Certificate of Incorporation of the Company, incorporated by
reference to Exhibit (3) of the Company's Annual Report on Form 10-K for
its fiscal year ended September 30, 1989.
5. Opinion of Phillips, Lytle, Hitchcock, Blaine & Huber LLP as to the
legality of the Class A Common Stock.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Coopers & Lybrand GmbH Wirtschaftspruefungsgesellschaft.
23.3 Consent of Coopers & Lybrand.
23.4 Consent of Phillips, Lytle, Hitchcock, Blaine & Huber LLP (included in its
opinion filed as Exhibit 5 herewith).
24. Power of Attorney (included on the signature page).
</TABLE>

<PAGE> 1
Phillips, Lytle, Hitchcock, Blaine & Huber LLP
3400 Marine Midland Center
Buffalo, New York 14203

November 24, 1997

Moog Inc.
East Aurora, New York 14052

Gentlemen:

This opinion is furnished in connection with the registration pursuant to
the Securities Act of 1933, as amended (the "Securities Act"), of 2,300,000
shares of Class A Common Stock, par value $1.00 per share (the "Shares") of
Moog Inc., a New York corporation (the "Company").

In connection with rendering this opinion, we have examined the Certificate
of Incorporation, as heretofore amended and restated, and By-laws of the
Company; such records of corporate proceedings of the Company as we deemed
material; a Registration Statement on Form S-3 under the Securities Act relating
to the Shares (the "Registration Statement") and the Prospectus contained
therein, and such other certificates, receipts, records and documents as we
considered necessary for the purposes of this opinion.

We are attorneys admitted to practice in the State of New York. We express
no opinion concerning the laws of any jurisdiction other than the laws of the
United States of America and the State of New York.

Based upon and subject to the foregoing, we are of the opinion that when
the Registration Statement has become effective under the Securities Act and
following issuance of the Shares against payment of valid consideration
therefore in an amount duly authorized by the Board of Directors of the Company
or a duly constituted committee thereof, such Shares will be validly issued,
fully paid and non-assessable.

The foregoing assumes that all requisite steps have been and will be taken
to comply with the requirements of the Securities Act and applicable
requirements of state laws regulating the offer and sale of securities.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus.

Very truly yours,

PHILLIPS, LYTLE, HITCHCOCK, BLAINE & HUBER LLP

<PAGE> 1
Exhibit 23.1

INDEPENDENT AUDITORS' CONSENT
AND REPORT ON SCHEDULE

The Board of Directors
Moog Inc.:

The audits referred to in our report dated November 10, 1997, included the
related financial statement schedule as of September 27, 1997 and for each of
the years in the three-year period then ended, included in the registration
statement. The financial statement schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion on the
financial statement schedule based on our audits. In our opinion, based on our
audits and, with respect to the information included for Moog Controls Limited
and Moog GmbH, wholly-owned subsidiaries of the Company, the report of other
auditors, the financial statement schedule, when considered in relation to the
basic consolidated financial statements taken as a whole, presents fairly in
all material respects the information set forth therein.

We consent to the use of our reports included herein and to the reference to
our firm under the heading "Independent Auditors" in the prospectus.

KPMG Peat Marwick LLP

Buffalo, New York
November 21, 1997

<PAGE> 1
Exhibit 23.2

Mr. Donald Fishback
MOOG INC.
East Aurora,
New York 14052-0018
U.S.A.

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the inclusion in this Registration Statement on Form S-3 of our
report dated November 10, 1997 on our audits of the consolidated financial
statements of Moog GmbH and subsidiary. We also consent to the reference to our
firm under the caption "experts".

Stuttgart, Germany
November 20, 1997

Coopers & Lybrand GmbH
Wirtschaftspruefungsgesellschaft

<PAGE> 1
Mr. Donald Fishback
Moog Inc.
East Aurora
New York 14052
USA

Exhibit 23.3

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the inclusion in the Registration Statement on Form S-3 of our
report dated 14 November 1997 on our audits of the financial statements of Moog
Controls Limited. We also consent to the reference to our firm under the
caption"Independent Auditors".

Coopers & Lybrand
Gloucester, UK
19 November 1997