PRECISION CASTPARTS CORP
10-Q, 1998-11-12
IRON & STEEL FOUNDRIES
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18
                              
<PAGE>
             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549
                              
           _______________________________________
                              
                          FORM 10-Q
                              
         Quarterly Report Under Section 13 or 15(d)
           of the Securities Exchange Act of 1934
          For the Quarter Ended September 27, 1998
                 Commission File No. 1-10348
                              
           _______________________________________
                              
                  Precision Castparts Corp.
                              
                              
                    An Oregon Corporation
         IRS Employer Identification No. 93-0460598
                  4650 S.W. Macadam Avenue
                          Suite 440
                 Portland, Oregon 97201-4254
                 Telephone:  (503) 417-4800
                              
           _______________________________________

Indicate by checkmark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

                                   Yes      X     No

Number of shares of Common Stock, no par value, outstanding
as of November 5, 1998:  24,359,425




                                          Page 1 of 18 Pages

Note:  This 10-Q was filed electronically via EDGAR with the
       Securities and Exchange Commission.

</Page>
<PAGE>
                                                    Page 2

PART 1:  FINANCIAL INFORMATION

Item 1. Financial Statements

Precision Castparts Corp. and Subsidiaries
Consolidated Statements of Income
(In thousands, except per share data)
<TABLE>
<CAPTION>
                                          Three Months Ended
                                     ___________________________
                                       9/27/98          9/28/97
                                     ___________________________
<S>                                  <C>               <C>
Net Sales                            $ 363,400         $318,100
Cost of Goods Sold                     277,200          248,200
Selling and Administrative Expenses     37,400           30,900
Interest Expense, Net                    7,000            4,500
                                      _________        _________
Income Before Provision for
  Income Taxes                          41,800           34,500
Provision for Income Taxes              16,500           13,800
                                      _________        _________

Net Income                            $ 25,300         $ 20,700
                                     =========         =========
Net Income Per Common Share (Basic)   $   1.05         $   0.86
                                      =========        =========
Net Income Per Common Share (Diluted) $   1.03         $   0.86
                                      =========        =========
</TABLE>

See Notes to the Interim Financial Statements on page 8.
















</Page>
<PAGE>
                                                       Page 3
<TABLE>
<CAPTION>
                                             Six Months Ended
                                     ___________________________
                                      9/27/98           9/28/97
                                     ___________________________
<S>                                   <C>              <C>
Net Sales                            $ 733,400         $635,100
Cost of Goods Sold                     561,600          497,300
Selling and Administrative Expenses     75,400           60,900
Interest Expense, Net                   13,900            9,500
                                      ________         ________
Income Before Provision for
  Income Taxes                          82,500           67,400
Provision for Income Taxes              32,800           27,200
                                      ________         ________

Net Income                            $ 49,700         $ 40,200
                                      ========         ========
Net Income Per Common Share (Basic)   $   2.05         $   1.67
                                      ========         ========
Net Income Per Common Share (Diluted) $   2.03         $   1.66
                                      ========         ========
</TABLE>

See Notes to the Interim Financial Statements on page 8.

























</Page>
<PAGE>
                                                     Page 4
Precision Castparts Corp. and Subsidiaries
Consolidated Balance Sheets
(In thousands)
<TABLE>
<CAPTION>
                                       9/27/98       3/29/98
                                    ________________________
ASSETS
<S>                                 <C>           <C>
Current Assets:
  Cash and cash equivalents         $    5,800    $   25,000
  Receivables                          242,200       208,600
  Inventories                          255,200       240,900
  Prepaid expenses                       6,400         7,100
  Current deferred tax asset            31,800        29,200
                                    __________    __________
    Total current assets               541,400       510,800
                                    __________    __________

Property, Plant and Equipment, at cost 532,500       490,200
  Less -- Accumulated depreciation   (216,700)     (197,500)
                                    __________    __________
    Net property, plant and equipment  315,800       292,700

Goodwill, net of amortization          516,000       451,600
Other Assets, net                       25,000        19,500
                                    __________    __________

                                    $1,398,200    $1,274,600
                                    ==========    ==========

LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current Liabilities:
  Notes payable                     $   23,900    $      800
  Current portion of long-term debt     24,100        24,400
  Accounts payable                      88,700        87,500
  Accrued liabilities                  123,400       123,700
  Income taxes payable                  33,400        28,400
                                    __________    __________
    Total current liabilities          293,500       264,800
                                    __________    __________
Long-Term Debt, excluding
   current portion                     384,200       347,000
Deferred Tax Liability                  23,200        23,200
Accrued Retirement Benefits Obligation  38,600        34,000
Other Long-Term Liabilities             13,700        10,300
                                    __________    __________
    Total liabilities                  753,200       679,300
                                    __________    __________

See Notes to the Interim Financial Statements on page 8.
</Page>
<PAGE>
                                                     Page 5

Shareholders' Investment:
  Common stock                          24,300        24,300
  Paid-in capital                      174,200       172,400
  Retained earnings                    446,500       399,700
  Cumulative translation adjustment        -         (1,100)
                                    __________    __________
      Total shareholders' investment              645,000        595,300
                                    __________    __________
                                    $1,398,200    $1,274,600
                                    ==========    ==========
</TABLE>
Precision Castparts Corp. and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands)
<TABLE>
<CAPTION>
                                             Six Months Ended
                                       __________________________
                                       9/27/98            9/28/97
                                       __________________________
Cash Flows from Operating Activities:
<S>                                  <C>                 <C>
  Net income                         $  49,700           $ 40,200
  Non-cash items included in income:
    Depreciation and amortization       26,400             21,100
    Deferred taxes                       (100)              1,900
  Changes in operating working capital,
    excluding effects of acquisitions:
    Receivables                       (29,500)           (23,300)
    Inventories                       (11,600)             10,200
    Payables, accruals & current taxes (1,800)            (7,000)
    Other operating activities, net      3,000              4,400
                                     _________           ________
      Net cash provided by
      operating activities              36,100             47,500
                                     _________           ________
Cash Flows from Investing Activities:
  Business acquisitions, net of
    cash acquired                     (76,100)            (5,300)
  Acquisition of property, plant
    and equipment                     (37,500)           (34,500)
  Other investing activities, net        (400)              3,300
                                     _________           ________
_
      Net cash used by investing
      activities                     (114,000)           (36,500)
                                     _________           _________

See Notes to the Interim Financial Statements on page 8.
</Page>
<PAGE>
                                                           Page 6


</TABLE>
<TABLE>
<S>                                  <C>                 <C>
Cash Flows from Financing Activities:
  Proceeds of long-term debt            53,000             27,500
  Payment of long-term debt           (17,500)           (43,900)
  Proceeds of notes payable             23,100                -
  Proceeds from exercise of
    stock options                        1,800              6,600
  Cash dividends                       (2,900)            (2,900)
  Other financing activities, net        1,200                300
                                     _________           ________
      Net cash provided by (used by)
      financing activities              58,700           (12,400)
                                     _________           ________
Net Decrease in Cash and
  Cash Equivalents                    (19,200)            (1,400)
Cash and Cash Equivalents at
  Beginning of Period                   25,000             10,100
                                     _________           ________
Cash and Cash Equivalents at
  End of Period                      $   5,800           $  8,700
                                     =========           ========
</TABLE>

See Notes to the Interim Financial Statements on page 8.

























</Page>
<PAGE>
                                                    Page 7

Precision Castparts Corp. and Subsidiaries
Consolidated Statements of Comprehensive Income
(In thousands)
<TABLE>
<CAPTION>
                                        Three Months Ended
                                     _______________________
                                       9/27/98       9/28/97
                                     _______________________
<S>                                  <C>          <C>
Net income                           $   25,300    $ 20,700

Other comprehensive income (expense):
  Foreign currency translation
     adjustments                          1,800      (1,800)
                                     __________    _________
Total comprehensive income           $   27,100    $ 18,900
                                     ==========    =========
</TABLE>
<TABLE>
<CAPTION>
                                        Six Months Ended
                                     _______________________
                                       9/27/98      9/28/97
                                     _______________________
<S>                                  <C>          <C>
Net income                           $   49,700   $  40,200

Other comprehensive income (expense):
  Foreign currency translation
     adjustments                          1,100      (1,500)
                                     __________    _________
Total comprehensive income           $   50,800    $ 38,700
                                     ==========    =========

</TABLE>



See Notes to the Interim Financial Statements on page 8.








</Page>
<PAGE>
                                                     Page 8

Notes to the Interim Financial Statements

(1)  Basis of Presentation

     The consolidated interim financial statements have been
     prepared by Precision Castparts Corp. (PCC or the
     Company), without audit and subject to year-end
     adjustment, in accordance with generally accepted
     accounting principles, except that certain information
     and footnote disclosures made in the latest annual
     report have been condensed or omitted for the interim
     statements.  Certain costs are estimated for the full
     year and allocated in interim periods based on
     estimates of operating time expired, benefit received,
     or activity associated with the interim period.  The
     consolidated financial statements reflect all
     adjustments which are, in the opinion of management,
     necessary for fair representation.

(2)  Business Acquisitions

     All acquisitions have been accounted for under the
     purchase method.  The results of operations of the
     acquired businesses are included in the consolidated
     financial statements from the dates of acquisition.
     
     During the first quarter of fiscal 1999, PCC acquired
     the stock of Environment/One Corporation (E/One), a
     manufacturer of highly engineered equipment for low-
     pressure sewer systems and other applications, for
     $72.0 million.  The excess of the purchase price over
     the fair values of the net assets acquired was
     approximately $62.3 million and has been recorded as
     goodwill.  E/One operates as part of PCC Flow
     Technologies, Inc.
     
     Also during the first quarter of fiscal 1999, the
     Company acquired the assets of TBV, a manufacturer of
     ball valves and pipeline instrumentation, for $9.8
     million. The excess of the purchase price over the fair
     values of the net assets acquired was approximately
     $4.4 million and has been recorded as goodwill.  TBV
     operates as part of PCC Flow Technologies, Inc.

     During the second quarter of fiscal 1998, the Company
     acquired certain of the assets of Pittler GmbH of
     Langen, Germany.  In the third quarter of fiscal 1998,
     the Company acquired J&L Fiber Services.  In the fourth
     quarter of fiscal 1998, the Company acquired Schlosser
     Casting Company and Baronshire Engineering Limited.
</Page>
<PAGE>
                                                  Page 9

(3)  Earnings Per Share

     PCC's authorized common stock consisted of 100,000,000
     shares having a stated value of $1.00 each.
     Information related to the calculation of earnings per
     share follows:

<TABLE>
<CAPTION>
                                       Three Months Ended

________________________

                                 9/27/98             9/28/97
                            ______________________________________

                              Basic    Diluted    Basic    Diluted
                            ______________________________________
<S>                         <C>       <C>       <C>       <C>
Net Income                  $ 25,300 $ 25,300  $ 20,700  $ 20,700
                            ______________________________________

Average equivalent shares:
  Average shares of
    common stock
    outstanding               24,300   24,300    24,100    24,100
  Options and Employee
    Stock Purchase Plan            -      200         -       300
                            ______________________________________

  Total average
  equivalent shares           24,300   24,500    24,100    24,400
                            ______________________________________
Net income per common share $   1.05 $   1.03  $   0.86  $   0.86
                             ======================================
</TABLE>















</Page>
<PAGE>
                                                    Page 10
<TABLE>
<CAPTION>
                                        Six Months Ended

________________________

                                 9/27/98             9/28/97
                            ______________________________________

                              Basic    Diluted    Basic    Diluted
                            ______________________________________
<S>                         <C>       <C>       <C>       <C>
Net Income                  $ 49,700 $ 49,700  $ 40,200  $ 40,200
                            ______________________________________

Average equivalent shares:
  Average shares of
    common stock
    outstanding               24,300   24,300    24,100    24,100
  Options and Employee
    Stock Purchase Plan            -      200         -       200
                            ______________________________________

  Total average
  equivalent shares           24,300   24,500    24,100    24,300
                            ______________________________________
Net income per common share $   2.05 $   2.03  $   1.67  $   1.66
                             ======================================
</TABLE>

(4)  Comprehensive Income

     Statement of Financial Accounting Standards (SFAS) No.
     130, Reporting Comprehensive Income, was adopted as of
     March 30, 1998.  Comprehensive income is net income,
     plus certain other items that are recorded directly to
     stockholders' equity.  The only such item currently
     applicable to PCC is foreign currency translation
     adjustments.  The adoption of this Statement had no
     impact on the Company's net income, cash flow or
     shareholders' investment.
Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations

Sales for the second quarter of fiscal 1999 were $363.4
million, up 14 percent from $318.1 million in the same
quarter last year.  Net income was $25.3 million, or $1.03
per share (diluted), for the quarter, compared with net
income of $20.7 million, or $0.86 per share (diluted) in the
same quarter last year.

</Page>
<PAGE>
                                                Page 11

Results of Operations - Comparison Between Three Months
Ended September 27, 1998 and September 28, 1997.

Sales increased $45.3 million as compared to the second
quarter a year ago, primarily due to acquisitions completed
in fiscal 1998 and the first quarter of fiscal 1999, coupled
with increased sales in the aerospace market.

Cost of goods sold as a percent of sales for the second
quarter of fiscal 1999 was 76 percent, an improvement from
the 78 percent reported in the second quarter last year.
This improvement came from leveraging higher sales, the
addition of acquisitions yielding higher margins, and
continued development of process improvements.

Selling and administrative costs were $37.4 million for the
quarter, up $6.5 million from the $30.9 million a year ago.
The higher level of selling and administrative expenses
primarily reflects the addition of the new acquisitions
completed in fiscal 1998 and fiscal 1999.

Net interest expense in the second quarter of fiscal 1999
was $7.0 million, as compared with $4.5 million in the
second quarter a year ago.  The higher expense reflects
higher current quarter debt levels as a result of borrowings
to fund the acquisitions and debt assumed in connection with
the acquisitions.

The effective tax rate in the second quarter of fiscal 1999
was 39.5 percent, approximating last year's effective tax
rate of 39.8 percent.


Results of Operations - Comparison Between Six Months Ended
September 27, 1998 and September 28, 1997.

Sales of $733.4 million for the first six months of fiscal
1999 increased $98.3 million, or 15 percent, compared to the
first six months a year ago.  The increase reflects the
acquisitions completed in fiscal 1998 and fiscal 1999, and
improved sales to the aerospace industry.

Cost of goods sold as a percent of sales for the first half
of fiscal 1999 was 77 percent, a slight improvement from the
78 percent from the first half of last year.  This
improvement came from leveraging higher sales, the addition
of acquisitions yielding higher margins and continued
development of process improvements, partially offset by the
impact of high development costs associated with industrial
gas turbine ("IGT") products.
</Page>
<PAGE>
                                                     Page 12

Selling and administrative costs were $75.4 million for the
first six months, or 10 percent of sales, compared to $60.9
million or 10 percent of sales, a year ago.  The higher
level of selling and administrative expenses primarily
reflects the acquisitions completed in fiscal 1998 and
fiscal 1999.

Net interest expense in the first half of fiscal 1999 was
$13.9 million, as compared with $9.5 million in the first
half a year ago.  The higher expense reflects higher debt
levels as a result of borrowings to fund the acquisitions
and debt assumed in connection with the acquisitions.

The effective tax rate for the first six months of fiscal
1999 was 39.8 percent, slightly lower than the last year's
effective tax rate of 40.3 percent.


Changes in Financial Condition and Liquidity

Total assets of $1,398.2 million at September 27, 1998,
represented a $123.6 million increase from the $1,274.6
million balance at March 29, 1998.  This increase reflects
the acquisitions of E/One and TBV during the first half of
fiscal 1999 and higher receivables and inventories,
partially offset by a decrease in cash.  Total
capitalization at September 27, 1998, was $1,077.2 million,
consisting of $432.2 million of debt and $645.0 million of
equity.  The debt-to-capitalization ratio was 40 percent
compared with 38 percent at the end of the prior fiscal
year.

Cash from earnings for the six months ended September 27,
1998 of $76.0 million, plus $58.6 million of net borrowings
and $1.8 million from the sale of common stock through stock
option exercises, was less than cash requirements which
consisted of $76.1 million for the acquisitions of E/One and
TBV, $39.9 million for increased working capital, $37.5
million for capital expenditures and $2.9 million for
dividends. The net decrease in cash for the six months
resulted in an ending cash balance of $5.8 million, down
$19.2 million from fiscal 1998 year end.

PCC believes that future capital requirements for property,
plant and equipment and cash dividends can be funded from
existing cash or additional borrowings.  The Company
continues to evaluate potential acquisitions and believes
acquisition opportunities can be funded from cash,
additional borrowings and the issuance of stock.

</Page>
<PAGE>
                                                  Page 13

New Accounting Standard

In June 1998, the Financial Accounting Standards Board
issued SFAS No. 133, Accounting for Derivative Instruments
and Hedging Activities (the Statement), which is required to
be adopted in years beginning after June 15, 1999.  The
Company expects to adopt the Statement effective April 3,
2000.  The Statement will require the Company to recognize
all derivatives on the balance sheet at fair value.
Derivatives that are not hedges must be adjusted to fair
value through earnings.  If a derivative is a hedge,
depending on the nature of the hedge, changes in the fair
value of the derivative will either be offset against the
change in fair value of the hedged asset, liability, or firm
commitment through earnings, or recognized in other
comprehensive income until the hedged item is recognized in
earnings.  The ineffective portion of a derivative's change
in fair value will be immediately recognized in earnings.
Management of the Company anticipates that, due to its
limited use of derivative instruments, the adoption of the
Statement will not have a significant effect on the
Company's results of operations or its financial position.


Year 2000

As many computer systems and other equipment with embedded
chips or processors use only two digits to represent the
calendar year, they may be unable to process accurately
certain data before, during or after the year 2000.  As a
result, business entities are at risk for possible
miscalculations or systems failures causing disruptions in
their business operations.  This is commonly known as the
Year 2000 (Y2K) issue.  The Y2K issue can arise at any point
in the Company's supply, manufacturing, processing,
distribution, and financial chains.

The Company began addressing the Y2K issue in November 1997,
with the development of a standardized Year 2000 Plan
format.  Prior to that time, many of the Company's
operations had already begun Y2K planning initiatives.
By March 1998 each of PCC's operating units had completed a
Year 2000 Plan that included the following components:

     1)   Inventory of all computing assets (both hardware
        and software);
     2)   Assessment of Y2K compliance for all systems;



</Page>
<PAGE>
                                                  Page 14
     
     3)   Determination of solutions for non-compliant
        systems;
     4)   Development of a project schedule for non-
        compliant systems, and
     5)   Contact with significant suppliers to determine
        the sufficiency of their Year 2000 Plans.
     
The Company has prioritized projects on systems, that if not
corrected, have the potential of causing a material
disruption to the production process or financial and
accounting processes.  The Company refers to these projects
as Critical Projects.
     
There are currently thirteen Critical Projects, ten of those
involve replacement of accounting and business systems.  The
three remaining Critical Projects involve compliance of
manufacturing and production control equipment. PCC
management had set December 31, 1998, as the target date for
Y2K compliance on all Critical Projects.  At this point all
but four of those projects are scheduled to meet the
original target deadline.  Management is currently
evaluating the slippages in completion dates for the
remaining projects, but does not believe at this time that
the identified delays will cause significant problems with
implementation of the Year 2000 Plan.  Control mechanisms
are in place to identify and react to any additional
slippages in system remediation schedules.
     
In addition, the Company is developing contingency plans
intended to mitigate the possible disruption in business
operations that may result from the Y2K issue.  Contingency
plans may include stockpiling necessary materials and
inventories, securing alternate sources of supply, adjusting
facility shut-down and start-up schedules, development of
manual procedures to execute transactions and complete
processes and other appropriate measures.  Once developed,
contingency plans will be continually refined as additional
information becomes available.

PCC is a highly diversified company comprised of more than
one business segment.  Each of these segments have multiple
operating units, resulting in twenty five separate Year 2000
Plans.  PCC has not required standardized systems throughout
the Company.  This diversification has allowed the Company
to spread the risk of Y2K failures, since no one system is
responsible for the entire financial or operational needs of
the Company.  Also, with few exceptions, business systems
that are not compliant are being replaced with packaged
systems as opposed to in-house developed and maintained
systems.
</Page>
<PAGE>
                                                  Page 15

New business systems being installed include Platinum, JD
Edwards, Frontier and MAPICS.  These systems have all had
significant testing for Y2K compliance performed by the
manufacturer and user community.
     
In addition, all the systems will be tested in-house by a
two step process:

     1)   Primary Testing - each operating unit responsible
        for installation is also required to apply tests to
        determine Y2K compliance of the system in its
        operating environment.
           
     2)   Secondary Testing - the Company has established an
        incremental Y2K Internal Audit position to augment
        the Internal Audit function.  Internal Audit has
        begun, and will continue to perform, Y2K testing on
        selected systems.  The scheduled completion date is
        June 30, 1999.
     
While the Company's diversification reduces the risk that a
material Y2K issue will affect the Company's performance,
this same diversification increases the possibility that Y2K
issues will occur since many more systems exist than in a
centralized environment.  Management is addressing this
issue by:

     (1)  The development of a formal Year 2000 Plan for
          each operating unit;
     (2)  Requiring frequent updates on the status of
          Critical Projects;
     (3)  Development of a Year 2000 team which includes key
          Information Systems managers within the divisions;
     (4)  Requiring primary and secondary testing of
          systems, and
     (5)  Development of contingency plans for all critical
          manufacturing and financial systems.
     
Costs

The total cost associated with the modifications and
replacement of systems to become Year 2000 compliant is not
expected to be material to the Company's financial position.
The estimated total cost of all Y2K projects is $5.3
million.  This cost includes $2.0 million for systems that
although not Year 2000 compliant would have been replaced
for other reasons by Year 2000 or shortly thereafter.



</Page>
<PAGE>
                                               Page 16

To date, $2.3 million has been spent on Year 2000 systems,
$1.9 million of that number represents the cost to replace
systems while $0.4 million represents the cost to upgrade or
modify existing systems.  Future costs of $3.0 million are
expected to be incurred, with $2.4 million of that amount for
replacement of existing systems and $0.6 million for upgrades
or systems modifications.  While there are 113 systems that
have been identified that will require some cost for Y2K
upgrades, the majority of the Company's cost is concentrated
in the thirteen Critical Projects that were identified.
These projects are expected to incur $3.6 million of the
total cost, with $1.9 million spent to date and $1.7 in
anticipated future costs. All costs associated with these
projects have been provided for from existing operating
budgets and are funded through operating cash flow.

Risks

The Company relies on third party suppliers for raw
materials, outside processing, utilities, transportation and
other key services.  Interruption of supplier operations due
to Y2K issues could affect Company operations.  PCC has
initiated efforts to evaluate the status of suppliers'
efforts and to determine alternatives and contingency plan
requirements.  While approaches to reducing risks of
interruption due to supplier failures will vary by division
and operating unit, options include identification of
alternate suppliers and accumulation of inventory to assure
production capability where feasible or warranted.  These
activities are intended to provide a means of managing risk,
but cannot eliminate the potential for disruptions due to
third party failure.

The Company is also dependent upon its customers for sales
and cash flow. Y2K interruptions in the Company's customers'
operations could result in reduced sales, increased
inventory or receivable levels and cash flow reductions.
While these events are possible, PCC's customer base is
broad enough to minimize the affects of a single occurrence.
The Company, however, is in communication with its major
customers with respect to Y2K issues, and not only has
received information indicating that they are developing and
monitoring their own plans, but that they are also
monitoring both their customers' and suppliers' plans.
     
     
     
     
     
     
</Page>
<PAGE>
                                               Page 17

The Year 2000 project is expected to significantly reduce
the Company's level of uncertainty about the Y2K problem.
The Company believes that, with the implementation of new
business systems and completion of the Critical Projects as
scheduled, the possibility of significant interruptions of
normal operations should be reduced.

In addition, failure to meet critical milestones identified
in the Company's Plan would provide advance notice, and
steps would be taken to prevent Y2K failures.  Customers and
suppliers would also receive advance notice allowing them to
implement alternate plans.  However, despite the Company's
activities in regards to the Year 2000 issue, there can be
no assurance that partial or total systems interruptions or
the costs necessary to update hardware and software would
not have a material adverse effect upon the Company's
business, financial condition, results of operations and
business processes.

The Company's Year 2000 project is an ongoing process and
the estimates of costs and completion dates for various
components of Y2K readiness described above are subject to
change.

Readers are cautioned that forward looking statements
contained in the Year 2000 discussion above should be read
in conjunction with the Company's disclosures under the
heading: "Forward Looking Statements" on page 18.

Part II.   OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

        a. Exhibits

                     Exhibit 11.    Computation of Per
                     Share Earnings*
          Exhibit 27. Financial Data Schedule

           *   Data required by Statement of Financial
           Accounting Standards No. 128, Earnings per
           Share, is provided in Note 3 to the
           Consolidated Financial Statements in this
           Report.

     b. Reports on Form 8-K

            None.


</Page>
<PAGE>
                                                  Page 18

Forward Looking Statements

Information included within this filing describing the
projected growth and future results and events constitutes
forward-looking statements.  Actual results in future
periods may differ materially from the forward-looking
statements because of a number of risks and uncertainties,
including but not limited to fluctuations in the aerospace
and general industrial cycles; the relative success of the
Company's entry into new markets, including the rapid ramp-
up for industrial gas turbine component production;
competitive pricing; the availability and cost of materials
and supplies; relations with the Company's employees; the
Company's ability to manage its operating costs and to
integrate acquired businesses in an effective manner;
governmental regulations and environmental matters; risks
associated with international operations and world
economies; timely, effective and cost-efficient introduction
of hardware and software to address the Year 2000 issue; and
implementation of new technologies.  Any forward-looking
statements should be considered in light of these factors.


SIGNATURES

     Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized.





                                PRECISION CASTPARTS CORP.
                                        Registrant



DATE:  November 12, 1998      /s/  W.D. LARSSON
                              ______________________________
                              W.D. Larsson
                              Vice President-Finance and
                              Chief Financial Officer
                              (Principal Financial and
                              Accounting Officer)

                              
                              
                              
</Page>


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<LEGEND>
The schedule contains summary financial information extracted from the
September 27, 1998, financial statements and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
<CIK> 0000079958
<NAME> PRECISION CASTPARTS CORP.
       
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