UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 2 TO
SCHEDULE 14D-1

Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934

WYMAN-GORDON COMPANY
(Name of Subject Company)

WGC ACQUISITION CORP.

PRECISION CASTPARTS CORP.
(Bidders)

Common Stock, $1.00 par value
(Title of Class of Securities)

983085 10 1
(CUSIP Number of Common Stock)

William D. Larsson
Vice President and Chief Financial Officer
Precision Castparts Corp.
4650 SW Macadam Avenue, Suite 440
Portland, Oregon 97201
(503) 417-4800
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)

Copy to:

Ruth A. Beyer
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2600
Portland, Oregon 97204-1268
(503) 294-9332

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This Amendment No. 2 to Schedule 14D-1 further amends and supplements the Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") originally filed on May 21, 1999 by WGC Acquisition Corp., a Massachusetts corporation (the "Purchaser"), and Precision Castparts Corp., an Oregon corporation and the sole shareholder of the Purchaser ("PCC"), relating to the offer by the Purchaser to purchase all outstanding shares of common stock, $1.00 par value per share (collectively, the "Shares"), of Wyman-Gordon Company, a Massachusetts corporation (the "Company"), at a purchase price of $20.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 21, 1999 (the "Offer to Purchase") and in the related Letter of Transmittal (which together constitute the "Offer").

Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Schedule 14D-1.

Item 10.     Additional Information.

The information set forth in Item 10(b), (c) and (f) is hereby amended by adding thereto the following:

On July 13, 1999, PCC and the Company announced that the expiration date of the Offer (which was scheduled to expire at 8:00 p.m., Eastern time, on Friday, July 30, 1999) has been extended until midnight, New York City time, on Tuesday, August 17, 1999; provided, however, that if the applicable waiting period (and any extension thereof) under the HSR Act in respect of the Offer is terminated prior to August 3, 1999, the expiration date of the Offer will be the date which is ten business days immediately following public disclosure of the expiration or termination of the waiting period under the HSR Act. PCC and the Company also announced that they are proceeding to comply with the FTC's request for additional information under the HSR Act in connection with the Offer. At the request of the FTC, PCC has agreed that it will not certify compliance with the FTC's request for additional information before July 28, 1999 and that it will not consummate the proposed acquisition until 20 days after both PCC and the Company have certified compliance with the FTC's requests for additional information unless the FTC agrees to an earlier closing date. The press release of PCC and the Company, dated July 13, 1999, extending the Offer is incorporated herein by reference to Exhibit (a)(10) to the Schedule 14D-1.

Item 11.     Material to be Filed as Exhibits.

(a)(10)     Press Release dated July 13, 1999.

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Signature

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Date: July 14, 1999

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INDEX TO EXHIBITS

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*     Previously filed