<PAGE>  1
As filed with the Securities and Exchange Commission on 
November 24, 1997



                                Registration Statement No. 33-   


                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549


                                 FORM S-8
                          REGISTRATION STATEMENT
                                  UNDER 
                        THE SECURITIES ACT OF 1933


                           WYMAN-GORDON COMPANY
          (Exact name of Registrant as Specified in Its Charter)


      MASSACHUSETTS                   04-1992780
(State of Incorporation)   (I.R.S. Employer Identification No.)


                      244 WORCESTER STREET, BOX 8001
                          GRAFTON, MA 01536-8001
                               (508)839-4441
       (Address, including zip code, and telephone number, including
area code, of Registrant s principal executive offices)


            WYMAN-GORDON COMPANY 1997 LONG-TERM INCENTIVE PLAN
                         (Full Title of the Plan)


                       WALLACE F. WHITNEY, JR., ESQ.
                 VICE PRESIDENT, GENERAL COUNSEL AND CLERK
                           WYMAN-GORDON COMPANY
                      244 WORCESTER STREET, BOX 8001
                    GRAFTON, MASSACHUSETTS  01536-8001
                               (508)839-8110
         (Name, address, including zip code, and telephone number,
including area code, of agent for service)


                               With copy to:
                            MARIAN A. TSE, ESQ.
                          GOODWIN, PROCTER & HOAR
                              EXCHANGE PLACE
                              53 STATE STREET
                     BOSTON, MASSACHUSETTS 02109-2881
                              (617) 570-1000




                                   -1- <PAGE>
<PAGE>  2
<TABLE>
<CAPTION>
                       CALCULATION OF REGISTRATION FEE

                               PROPOSED   PROPOSED
TITLE OF                       MAXIMUM    MAXIMUM
SECURITIES      AMOUNT         OFFERING   AGGREGATE  AMOUNT OF
BEING           TO BE          PRICE PER  OFFERING   REGISTRATION
REGISTERED      REGISTERED(1)  SHARE      PRICE      FEE
<S>              <C>           <C>        <C>          <C>
Common Stock,    1,500,000     $19.50(2)  $29,250,000  $9,000
$1.00 par        shares
value

Interests in     $29,250,000      N/A        N/A         N/A
the Wyman-Gordon
Long-Term 
Incentive Plan
</TABLE>
[FN]
(1)  Plus such additional number of shares  of the Registrant's
     Common Stock as may be required pursuant to the Wyman-Gordon
     Company 1997 Long-Term Incentive Plan in the event of a
     stock dividend, reverse stock split, split-up,
     recapitalization, forfeiture of stock under the Plan or
     other similar event.

(2)  This estimate is made pursuant to Rule 457(c) and (h) under
     the Securities Act of 1933, as amended (the "Securities
     Act"), solely for the purposes of determining the amount of
     the registration fee.  The registration fee is based upon
     the average of the high and low prices for the Registrant's
     Common Stock, $1.00 par value per share as reported on the
     NASDAQ National Market on November 24, 1997.

                                                                           






















                                    -2-<PAGE>
<PAGE>  3
                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     Wyman-Gordon Company (the "Company") hereby incorporates by
reference the following documents which have previously been
filed with the Securities and Exchange Commission:

     (a)  The Company s Annual Report on Form 10-K for the fiscal
year ended May 31, 1997.

     (b)  The Company s Quarterly Report on Form 10-Q for the
quarter ended August 31, 1997; and

     (c)  The description of the Company s Common Stock, $1.00
par value, contained in the Company s Registration Statement on
Form S-3 dated October 17, 1995.

     In addition, all documents subsequently filed with the
Securities and Exchange Commission by the Company pursuant to
Sections 13(a) and 13(c), Section 14 and Section 15(d) of the
Exchange Act of 1934, as amended (the "Exchange Act"), prior to
the filing of a post-effective amendment hereto that indicates
that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement
and to be a part hereof from the date of filing of such
documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     (a)  Section 67 of the Business Corporation Law of the
Commonwealth of Massachusetts provides that indemnification of
directors, officers, employees or other agents may be provided by
the corporation.  Section 13(b)(1-1/2) of the Business
Corporation Law of the Commonwealth of Massachusetts provides
that the Articles of Organization may contain a provision
eliminating or limiting the personal liability of a director to
the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director provided that such
provision shall not eliminate or limit 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) under Sections 61 or 62 of the
Massachusetts Business Corporation Law, or (iv) for any
transaction form which the director derived an improper personal
benefit.
                                    -3-<PAGE>
<PAGE>  4

     Article 6(b) of the Company s Restated Articles of
Organization states that:

     No director of the Company shall have any personal liability
to the Company or its Stockholders for monetary damages for
breach of fiduciary duty as a director notwithstanding any
provision of law imposing such liability; provided, however, that
this Article 6(b) shall not eliminate or limit the liability of a
director (i) for any breach of the director s duty of loyalty to
the Company or its Stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 61 or 62 of
Chapter 156B of the Massachusetts General Laws, or (iv) for any
transaction from which the director derived an improper personal
benefit.  The preceding sentence shall not eliminate or limit the
liability of a director for any act or omission occurring prior
to the date upon which this Article 6(b) becomes effective.  No
amendment to or repeal of this Article 6(b) shall apply to or
have any effect on the elimination pursuant hereto of liability
or alleged liability of any director of the Company for or with
respect to any acts or omissions of such director occurring prior
to such amendment or repeal.  Nothing in this Article 6(b) shall
limit any lawful right to indemnification existing independently
of this Article.

     Article V of the Company s By-laws further states that:

1.   Right of Indemnification

     Every person who is or was a Director, officer or employee
of this Corporation or of any other corporation which he served
at the request of the Corporation and in which the Corporation
owns or owned shares of capital stock or of which it is a
creditor shall have the right to be indemnified by this
Corporation against all reasonable expenses incurred by him in
connection with or resulting from any action, suit or proceeding
in which he may become involved as a party or otherwise by reason
of his being or having been a Director, officer or employee of
the Corporation or such other corporation, provided (a) said
action, suit or proceeding shall be prosecuted to a final
determination and he shall be vindicated on the merits, or (b) in
the absence of such final determination vindicating him on the
merits, the Board of Directors shall determine that he acted in
good faith in the reasonable belief that his action was in the
best interests of the Corporation or such other corporation and
that he cooperated effectively with the Corporation in the
defense and disposition of any said action, suit or proceeding,
said determinations to be made by the Board of Directors acting
through a quorum of disinterested directors, or in its absence on
the opinion of counsel.








                                    -4-<PAGE>
<PAGE>  5

2.   Definitions

     For purposes of Section 1 of this Article V: 
(a) "reasonable expenses" shall include but not be limited to
reasonable counsel fees and disbursements, amounts of any
judgment, fine or penalty, and reasonable amounts paid in
settlement, but in no event shall "reasonable expenses" include
any item for which indemnification would be contrary to law;
(b) "action, suit or proceeding" shall include every claim,
action, suit or proceeding, whether civil or criminal, derivative
or otherwise, administrative, judicial or legislative, any appeal
relating thereto, and shall include any reasonable apprehension
or threat of such a claim, action, suit or proceeding; and (c) a
settlement, plea of nolo contendere, consent judgment, adverse
civil judgment, or conviction shall not of itself create a
presumption that the person seeking indemnification did not act
in good faith in the reasonable belief that his action was in the
best interests of this Corporation or such other corporation, but
the Board of Directors shall be bound by a civil judgment or
conviction which adjudges that the person did not act in good
faith in the reasonable belief that his action was in the best
interests of this Corporation or such other corporation.

3.   Persons Entitled to Indemnification

     The right of indemnification shall extend to any person
otherwise entitled to it under this Article V whether or not that
person continues to be a director or officer of this Corporation
at the time such liability or expense shall be incurred.  The
right of indemnification shall extend to the legal
representatives and heirs of any person otherwise entitled to
indemnification.  If a person meets the requirements of this
Article V with respect to some matters in an action, suit or
proceeding, but not with respect to others, he shall be entitled
to indemnification as to the former.  Advances against liability
and expenses may be made by the Corporation on terms fixed by the
Board of Directors subject to an obligation to repay if
indemnification proves unwarranted.

4.   Bylaw Not Exclusive

     This Article V shall not exclude any other rights of
indemnification or other rights to which any Director, officer or
employee may be entitled by contract, by vote of the Board of
Directors, or as a matter of law.  If any clause, provision or
application of this Article V shall be determined to be invalid,
the other clauses, provisions or applications of these Bylaws
shall not be affected but shall remain in full force and effect. 
The provisions of this Article V shall be applicable to actions,
suits or proceedings commenced after the adoption hereof, whether
arising from acts or omissions occurring before or after the
adoption hereof.






                                    -5-<PAGE>
<PAGE>  6

     (b)  In addition to the indemnification provided under the
Company s By-laws, the Company has entered into agreements with
its directors and certain of its executive officers which,
subject to certain limitations, provide for indemnification of
such directors and executive officers to the full extent
authorized by Section 67 of the Massachusetts Business
Corporation Law or Article V of the By-Laws, whichever is more
favorable to the director or executive officer.  In addition, the
agreements provide that if the Company elects not to maintain
director and officer liability insurance policies, the Company
will indemnify the officer or director to the full extent of the
coverage which would otherwise have been provided pursuant to the
insurance policy as it was last in effect between the insurer and
the Company.

     (c)  The Company maintains insurance covering the directors
and executive officers of the Company and its subsidiaries
against certain liabilities.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

     The following is a complete list of exhibits filed.

Exhibits

    4.3   Wyman-Gordon Company 1997 Long-Term Incentive Plan
          incorporated by reference to Appendix B to the
          registrant's definitive Proxy Statement dated August
          27, 1997 in connection with its 1997 Annual Meeting).
    5.1   Opinion of Goodwin, Procter & Hoar as to the legality
          of the securities being registered.
   23.1   Consent of Goodwin, Procter & Hoar (included in
          Exhibit 5.1).
   23.2   Consent of Ernst & Young LLP.
   24.1   Powers of Attorney (included on signature pages to this
          registration statement).

ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

               (1)  To file, during any period in which offers or
          sales are being made, a post-effective amendment to
          this registration statement:

                    (i)  To include any prospectus required by
               Section 10(a)(3) of the Securities Act;

                    (ii) To reflect in the prospectus any acts or
               events arising after the effective date of the
               registration statement (or the most recent post-
               effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental

                                    -6-<PAGE>
<PAGE>  7

               change in the information set forth in the
               registration statement; notwithstanding the
               foregoing, any increase or decrease in volume of
               securities offered (if the total dollar value of
               securities offered would not exceed that which was
               registered) and any deviation from the low or high
               end of the estimated offering range may be
               reflected in the form of prospectus filed with the
               Commission pursuant to Rule 424(b) if, in the
               aggregate, the changes in volume and price
               represent no more than a 20% change in the maximum
               aggregate offering price set forth in "Calculation
               of Registration Fee" table in the effective
               registration statement; and

                    (iii) To include any material information
               with respect to the plan of distribution not
               previously disclosed in the registration statement
               or any material change to such information in the
               registration statement;

          provided, however, that paragraphs (a)(1)(i) and
          (a)(1)(ii) herein do not apply if the information
          required to be included in a post-effective amendment
          by those paragraphs is contained in periodic reports
          filed by the undersigned registrant pursuant to Section
          13 or Section 15(d) of the Exchange Act that are
          incorporated by reference in the registration
          statement;

               (2)  That, for the purpose of determining any
          liability under the Securities Act, each such
          post-effective amendment 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; and

               (3)  To remove from registration by means of a
          post-effective amendment any of the securities being
          registered which remain unsold at the termination of
          the offering.

     (b)       The undersigned registrant hereby undertakes that,
          for purposes of determining any liability under the
          Securities Act, each filing of the registrant s annual
          report pursuant to Section 13(a) or 15(d) of the
          Exchange Act (and, where applicable, each filing of an
          employee benefit plan s annual report pursuant to
          Section 15(d) of the Exchange Act) that is incorporated
          by reference in the registration statement 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.



                                    -7-<PAGE>
<PAGE>  8

     (c)       Insofar as indemnification for liabilities arising
          under the Securities Act 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 Securities
          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 Securities Act and
          will be governed by the final adjudication of such
          issue.




































                                    -8-<PAGE>
<PAGE>  9


                                SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
Wyman-Gordon Company certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the Town of Grafton, State of Massachusetts, on this 15th day of
October, 1997.

                              WYMAN-GORDON COMPANY


                              By:       /S/ DAVID P. GRUBER
                                   David P. Gruber, President,
                                   Chief Executive Officer and
                                   Director



                             POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned
officers and directors of Wyman-Gordon Company hereby severally
constitute and appoint David P. Gruber, Andrew C. Genor and
Wallace F. Whitney, Jr., and each of them singly, our 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 on Form S-8 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 Wyman-
Gordon Company  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 dates indicated.
<TABLE>
<CAPTION>
     SIGNATURE                TITLE                   DATE
<S>                   <C>                       <C>
/S/DAVID P. GRUBER    Chairman and Chief        October 15, 1997
   David P. Gruber    Executive Officer



/S/ANDREW C. GENOR    Vice President, Chief     October 15, 1997
   Andrew C. Genor    Financial Officer and
                      Treasurer and Principal 
                      Financial Officer
</TABLE>


                                    -9-<PAGE>
<PAGE>  10

<TABLE>
<CAPTION>
<S>                    <C>                      <C>
/S/JEFFREY B. LAVIN    Corporate Controller     October 15, 1997
   Jeffrey B. Lavin    (Principal Accounting 
                        Officer)

/S/E. PAUL CASEY             Director           October 15, 1997
   E. Paul Casey


/S/WARNER S. FLETCHER        Director           October 15, 1997
   Warner S. Fletcher


/S/ROBERT G. FOSTER          Director           October 15, 1997
   Robert G. Foster


/S/RUSSELL E. FULLER         Director           October 15, 1997
   Russell E. Fuller


/S/CHARLES W. GRIGG          Director           October 15, 1997
   Charles W. Grigg


/S/M HOWARD JACOBSON         Director           October 15, 1997
   M Howard Jacobson


/S/JUDITH S. KING            Director           October 15, 1997
   Judith S. King


/S/H. JOHN RILEY, JR.        Director           October 15, 1997
   H. John Riley, Jr.


/S/DAVID A. WHITE, JR.       Director           October 15, 1997
   David A. White, Jr.

</TABLE>















                                   -10-<PAGE>
<PAGE>  11
<TABLE>
<CAPTION>
                               EXHIBIT INDEX


EXHIBIT NO.               DESCRIPTION                    PAGE
<S>        <C>                                           <C>

  4.3      Wyman-Gordon Company 1997 Long-Term             -
           Incentive Plan (incorporated by reference
           to Appendix B to the registrant's definitive
           Proxy Statement dated August 27, 1997 in
           connection with its 1997 Annual Meeting).

  5.1      Opinion of Goodwin, Procter & Hoar as to      E-2
           the legality of the securities being 
           registered.

  23.1     Consent of Goodwin, Procter & Hoar              -
           (included in Exhibit 5.1 hereto).

  23.2     Consent of Ernst & Young LLP.                 E-3

  24.1     Powers of Attorney (included on signature       9
           pages to this registration statement).

</TABLE>
































                                    E-1<PAGE>
<PAGE>  12

EXHIBIT 5.1

                        GOODWIN, PROCTER & HOAR LLP
                            COUNSELLORS AT LAW
                              EXCHANGE PLACE
                     BOSTON, MASSACHUSETTS  02109-2881

                                        TELEPHONE:  (617)570-1000
                                        TELECOPIER: (617)227-8591




                                   November 24, 1997


Wyman-Gordon Company
244 Worcester Street, Box 8001
Grafton, MA  01536-8001

     RE:  Wyman-Gordon Company Long-Term Incentive Plan

Ladies and Gentlemen:

     This opinion is furnished in connection with the
registration, pursuant to the Securities Act of 1933, as amended
(the "Act"), of 1,500,000 shares of the Common Stock, par value
$1.00 per share (the "Shares"), of Wyman-Gordon Company (the
"Company") which may be issued upon the exercise of options
granted under the Company's Long-Term Incentive Plan (the
"Plan").

     We have acted as counsel to the Company in connection with
the preparation of the Plan and the registration of the Shares
under the Act.  We have examined the Amended and Restated
Articles of Organization and the By-Laws of the Company; such
records of proceedings of the Company's Board of Directors as we
have deemed material; a Registration Statement on Form S-8 under
the Act relating to the Shares (the "Registration Statement");
and such other certificates, records, instruments and documents
as we considered necessary for the purposes of this opinion.

     We are attorneys admitted to practice in the Commonwealth of
Massachusetts.  We express no opinion concerning the laws of any
jurisdictions other than the laws of the United States of America
and the Commonwealth of Massachusetts.

     Based upon and subject to the foregoing, we are of the
opinion that upon the issuance and delivery of the Shares against
payment therefor in accordance with the terms of the Registration
Statement and the Plan, the Shares will be legally issued, fully
paid and non-assessable shares of the Company's Common Stock.



                                    E-2<PAGE>
<PAGE>  13

                        GOODWIN, PROCTER & HOAR LLP

Wyman-Gordon Company
November 24, 1997
Page 2




     The foregoing assumes that all requisite steps will be taken
to comply with the requirements of the Act, applicable
requirements of state laws regulating the offer and sale of
securities and applicable requirements of the National
Association of Securities Dealers, Inc.

     We understand that this opinion is to be used in connection
with the Registration Statement.  We consent to the use of our
name in the Registration Statement and the filing of this opinion
as an exhibit to the Registration Statement.

                              Very truly yours,



                              /S/ GOODWIN, PROCTER & HOAR LLP
                                  GOODWIN, PROCTER & HOAR LLP
































                                    -2-<PAGE>
<PAGE>  14

                                                               EXHIBIT 23.2



            CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

     We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the Wyman-Gordon
Company 1997 Long-Term Incentive Plan of our report dated June
23, 1997, with respect to the consolidated financial statements
and schedule of Wyman-Gordon Company included in its Annual
Report (Form 10-K) for the year ended May 31, 1997, filed with
the Securities and Exchange Commission.


                              /S/ ERNST & YOUNG LLP


Boston, Massachusetts
November 24, 1997






































                                    E-3
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1
As filed with the Securities and Exchange Commission on 
November 24, 1997

                                Registration Statement No. 33-   

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM S-8
                          REGISTRATION STATEMENT
                                  UNDER 
                        THE SECURITIES ACT OF 1933

                           WYMAN-GORDON COMPANY
          (Exact name of Registrant as Specified in Its Charter)

      MASSACHUSETTS                   04-1992780
(State of Incorporation)   (I.R.S. Employer Identification No.)

                      244 WORCESTER STREET, BOX 8001
                          GRAFTON, MA 01536-8001
                               (508)839-4441
       (Address, including zip code, and telephone number, including
area code, of Registrant s principal executive offices)

            WYMAN-GORDON COMPANY 1997 LONG-TERM INCENTIVE PLAN
                         (Full Title of the Plan)

                       WALLACE F. WHITNEY, JR., ESQ.
                 VICE PRESIDENT, GENERAL COUNSEL AND CLERK
                           WYMAN-GORDON COMPANY
                      244 WORCESTER STREET, BOX 8001
                    GRAFTON, MASSACHUSETTS  01536-8001
                               (508)839-8110
         (Name, address, including zip code, and telephone number,
including area code, of agent for service)

                               With copy to:
                            MARIAN A. TSE, ESQ.
                          GOODWIN, PROCTER & HOAR
                              EXCHANGE PLACE
                              53 STATE STREET
                     BOSTON, MASSACHUSETTS 02109-2881
                              (617) 570-1000

                                   -1-
2
CALCULATION OF REGISTRATION FEE

                               PROPOSED   PROPOSED
TITLE OF                       MAXIMUM    MAXIMUM
SECURITIES      AMOUNT         OFFERING   AGGREGATE  AMOUNT OF
BEING           TO BE          PRICE PER  OFFERING   REGISTRATION
REGISTERED      REGISTERED(1)  SHARE      PRICE      FEE
Common Stock,    1,500,000     $19.50(2)  $29,250,000  $9,000
$1.00 par        shares
value

Interests in     $29,250,000      N/A        N/A         N/A
the Wyman-Gordon
Long-Term 
Incentive Plan
[FN]
(1)  Plus such additional number of shares  of the Registrant's
     Common Stock as may be required pursuant to the Wyman-Gordon
     Company 1997 Long-Term Incentive Plan in the event of a
     stock dividend, reverse stock split, split-up,
     recapitalization, forfeiture of stock under the Plan or
     other similar event.

(2)  This estimate is made pursuant to Rule 457(c) and (h) under
     the Securities Act of 1933, as amended (the "Securities
     Act"), solely for the purposes of determining the amount of
     the registration fee.  The registration fee is based upon
     the average of the high and low prices for the Registrant's
     Common Stock, $1.00 par value per share as reported on the
     NASDAQ National Market on November 24, 1997.

                                                                           

                                    -2-
3
                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     Wyman-Gordon Company (the "Company") hereby incorporates by
reference the following documents which have previously been
filed with the Securities and Exchange Commission:

     (a)  The Company s Annual Report on Form 10-K for the fiscal
year ended May 31, 1997.

     (b)  The Company s Quarterly Report on Form 10-Q for the
quarter ended August 31, 1997; and

     (c)  The description of the Company s Common Stock, $1.00
par value, contained in the Company s Registration Statement on
Form S-3 dated October 17, 1995.

     In addition, all documents subsequently filed with the
Securities and Exchange Commission by the Company pursuant to
Sections 13(a) and 13(c), Section 14 and Section 15(d) of the
Exchange Act of 1934, as amended (the "Exchange Act"), prior to
the filing of a post-effective amendment hereto that indicates
that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement
and to be a part hereof from the date of filing of such
documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     (a)  Section 67 of the Business Corporation Law of the
Commonwealth of Massachusetts provides that indemnification of
directors, officers, employees or other agents may be provided by
the corporation.  Section 13(b)(1-1/2) of the Business
Corporation Law of the Commonwealth of Massachusetts provides
that the Articles of Organization may contain a provision
eliminating or limiting the personal liability of a director to
the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director provided that such
provision shall not eliminate or limit 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) under Sections 61 or 62 of the
Massachusetts Business Corporation Law, or (iv) for any
transaction form which the director derived an improper personal
benefit.
                                    -3-
4

     Article 6(b) of the Company s Restated Articles of
Organization states that:

     No director of the Company shall have any personal liability
to the Company or its Stockholders for monetary damages for
breach of fiduciary duty as a director notwithstanding any
provision of law imposing such liability; provided, however, that
this Article 6(b) shall not eliminate or limit the liability of a
director (i) for any breach of the director s duty of loyalty to
the Company or its Stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 61 or 62 of
Chapter 156B of the Massachusetts General Laws, or (iv) for any
transaction from which the director derived an improper personal
benefit.  The preceding sentence shall not eliminate or limit the
liability of a director for any act or omission occurring prior
to the date upon which this Article 6(b) becomes effective.  No
amendment to or repeal of this Article 6(b) shall apply to or
have any effect on the elimination pursuant hereto of liability
or alleged liability of any director of the Company for or with
respect to any acts or omissions of such director occurring prior
to such amendment or repeal.  Nothing in this Article 6(b) shall
limit any lawful right to indemnification existing independently
of this Article.

     Article V of the Company s By-laws further states that:

1.   Right of Indemnification

     Every person who is or was a Director, officer or employee
of this Corporation or of any other corporation which he served
at the request of the Corporation and in which the Corporation
owns or owned shares of capital stock or of which it is a
creditor shall have the right to be indemnified by this
Corporation against all reasonable expenses incurred by him in
connection with or resulting from any action, suit or proceeding
in which he may become involved as a party or otherwise by reason
of his being or having been a Director, officer or employee of
the Corporation or such other corporation, provided (a) said
action, suit or proceeding shall be prosecuted to a final
determination and he shall be vindicated on the merits, or (b) in
the absence of such final determination vindicating him on the
merits, the Board of Directors shall determine that he acted in
good faith in the reasonable belief that his action was in the
best interests of the Corporation or such other corporation and
that he cooperated effectively with the Corporation in the
defense and disposition of any said action, suit or proceeding,
said determinations to be made by the Board of Directors acting
through a quorum of disinterested directors, or in its absence on
the opinion of counsel.

                                    -4-
5

2.   Definitions

     For purposes of Section 1 of this Article V: 
(a) "reasonable expenses" shall include but not be limited to
reasonable counsel fees and disbursements, amounts of any
judgment, fine or penalty, and reasonable amounts paid in
settlement, but in no event shall "reasonable expenses" include
any item for which indemnification would be contrary to law;
(b) "action, suit or proceeding" shall include every claim,
action, suit or proceeding, whether civil or criminal, derivative
or otherwise, administrative, judicial or legislative, any appeal
relating thereto, and shall include any reasonable apprehension
or threat of such a claim, action, suit or proceeding; and (c) a
settlement, plea of nolo contendere, consent judgment, adverse
civil judgment, or conviction shall not of itself create a
presumption that the person seeking indemnification did not act
in good faith in the reasonable belief that his action was in the
best interests of this Corporation or such other corporation, but
the Board of Directors shall be bound by a civil judgment or
conviction which adjudges that the person did not act in good
faith in the reasonable belief that his action was in the best
interests of this Corporation or such other corporation.

3.   Persons Entitled to Indemnification

     The right of indemnification shall extend to any person
otherwise entitled to it under this Article V whether or not that
person continues to be a director or officer of this Corporation
at the time such liability or expense shall be incurred.  The
right of indemnification shall extend to the legal
representatives and heirs of any person otherwise entitled to
indemnification.  If a person meets the requirements of this
Article V with respect to some matters in an action, suit or
proceeding, but not with respect to others, he shall be entitled
to indemnification as to the former.  Advances against liability
and expenses may be made by the Corporation on terms fixed by the
Board of Directors subject to an obligation to repay if
indemnification proves unwarranted.

4.   Bylaw Not Exclusive

     This Article V shall not exclude any other rights of
indemnification or other rights to which any Director, officer or
employee may be entitled by contract, by vote of the Board of
Directors, or as a matter of law.  If any clause, provision or
application of this Article V shall be determined to be invalid,
the other clauses, provisions or applications of these Bylaws
shall not be affected but shall remain in full force and effect. 
The provisions of this Article V shall be applicable to actions,
suits or proceedings commenced after the adoption hereof, whether
arising from acts or omissions occurring before or after the
adoption hereof.

                                    -5-
6

     (b)  In addition to the indemnification provided under the
Company s By-laws, the Company has entered into agreements with
its directors and certain of its executive officers which,
subject to certain limitations, provide for indemnification of
such directors and executive officers to the full extent
authorized by Section 67 of the Massachusetts Business
Corporation Law or Article V of the By-Laws, whichever is more
favorable to the director or executive officer.  In addition, the
agreements provide that if the Company elects not to maintain
director and officer liability insurance policies, the Company
will indemnify the officer or director to the full extent of the
coverage which would otherwise have been provided pursuant to the
insurance policy as it was last in effect between the insurer and
the Company.

     (c)  The Company maintains insurance covering the directors
and executive officers of the Company and its subsidiaries
against certain liabilities.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

     The following is a complete list of exhibits filed.

Exhibits

    4.3   Wyman-Gordon Company 1997 Long-Term Incentive Plan
          incorporated by reference to Appendix B to the
          registrant's definitive Proxy Statement dated August
          27, 1997 in connection with its 1997 Annual Meeting).
    5.1   Opinion of Goodwin, Procter & Hoar as to the legality
          of the securities being registered.
   23.1   Consent of Goodwin, Procter & Hoar (included in
          Exhibit 5.1).
   23.2   Consent of Ernst & Young LLP.
   24.1   Powers of Attorney (included on signature pages to this
          registration statement).

ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

               (1)  To file, during any period in which offers or
          sales are being made, a post-effective amendment to
          this registration statement:

                    (i)  To include any prospectus required by
               Section 10(a)(3) of the Securities Act;

                    (ii) To reflect in the prospectus any acts or
               events arising after the effective date of the
               registration statement (or the most recent post-
               effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental

                                    -6-
7

               change in the information set forth in the
               registration statement; notwithstanding the
               foregoing, any increase or decrease in volume of
               securities offered (if the total dollar value of
               securities offered would not exceed that which was
               registered) and any deviation from the low or high
               end of the estimated offering range may be
               reflected in the form of prospectus filed with the
               Commission pursuant to Rule 424(b) if, in the
               aggregate, the changes in volume and price
               represent no more than a 20% change in the maximum
               aggregate offering price set forth in "Calculation
               of Registration Fee" table in the effective
               registration statement; and

                    (iii) To include any material information
               with respect to the plan of distribution not
               previously disclosed in the registration statement
               or any material change to such information in the
               registration statement;

          provided, however, that paragraphs (a)(1)(i) and
          (a)(1)(ii) herein do not apply if the information
          required to be included in a post-effective amendment
          by those paragraphs is contained in periodic reports
          filed by the undersigned registrant pursuant to Section
          13 or Section 15(d) of the Exchange Act that are
          incorporated by reference in the registration
          statement;

               (2)  That, for the purpose of determining any
          liability under the Securities Act, each such
          post-effective amendment 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; and

               (3)  To remove from registration by means of a
          post-effective amendment any of the securities being
          registered which remain unsold at the termination of
          the offering.

     (b)       The undersigned registrant hereby undertakes that,
          for purposes of determining any liability under the
          Securities Act, each filing of the registrant s annual
          report pursuant to Section 13(a) or 15(d) of the
          Exchange Act (and, where applicable, each filing of an
          employee benefit plan s annual report pursuant to
          Section 15(d) of the Exchange Act) that is incorporated
          by reference in the registration statement 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.

                                    -7-
8

     (c)       Insofar as indemnification for liabilities arising
          under the Securities Act 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 Securities
          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 Securities Act and
          will be governed by the final adjudication of such
          issue.

                                    -8-
9

                                SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
Wyman-Gordon Company certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the Town of Grafton, State of Massachusetts, on this 15th day of
October, 1997.

                              WYMAN-GORDON COMPANY

                              By:       /S/ DAVID P. GRUBER
                                   David P. Gruber, President,
                                   Chief Executive Officer and
                                   Director

                             POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned
officers and directors of Wyman-Gordon Company hereby severally
constitute and appoint David P. Gruber, Andrew C. Genor and
Wallace F. Whitney, Jr., and each of them singly, our 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 on Form S-8 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 Wyman-
Gordon Company  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 dates indicated.
SIGNATURE                TITLE                   DATE
/S/DAVID P. GRUBER    Chairman and Chief        October 15, 1997
   David P. Gruber    Executive Officer

/S/ANDREW C. GENOR    Vice President, Chief     October 15, 1997
   Andrew C. Genor    Financial Officer and
                      Treasurer and Principal 
                      Financial Officer
-9-
10
/S/JEFFREY B. LAVIN    Corporate Controller     October 15, 1997
   Jeffrey B. Lavin    (Principal Accounting 
                        Officer)

/S/E. PAUL CASEY             Director           October 15, 1997
   E. Paul Casey

/S/WARNER S. FLETCHER        Director           October 15, 1997
   Warner S. Fletcher

/S/ROBERT G. FOSTER          Director           October 15, 1997
   Robert G. Foster

/S/RUSSELL E. FULLER         Director           October 15, 1997
   Russell E. Fuller

/S/CHARLES W. GRIGG          Director           October 15, 1997
   Charles W. Grigg

/S/M HOWARD JACOBSON         Director           October 15, 1997
   M Howard Jacobson

/S/JUDITH S. KING            Director           October 15, 1997
   Judith S. King

/S/H. JOHN RILEY, JR.        Director           October 15, 1997
   H. John Riley, Jr.

/S/DAVID A. WHITE, JR.       Director           October 15, 1997
   David A. White, Jr.
-10-
11
EXHIBIT INDEX

EXHIBIT NO.               DESCRIPTION                    PAGE
4.3      Wyman-Gordon Company 1997 Long-Term             -
           Incentive Plan (incorporated by reference
           to Appendix B to the registrant's definitive
           Proxy Statement dated August 27, 1997 in
           connection with its 1997 Annual Meeting).

  5.1      Opinion of Goodwin, Procter & Hoar as to      E-2
           the legality of the securities being 
           registered.

  23.1     Consent of Goodwin, Procter & Hoar              -
           (included in Exhibit 5.1 hereto).

  23.2     Consent of Ernst & Young LLP.                 E-3

  24.1     Powers of Attorney (included on signature       9
           pages to this registration statement).
E-1
12

EXHIBIT 5.1

                        GOODWIN, PROCTER & HOAR LLP
                            COUNSELLORS AT LAW
                              EXCHANGE PLACE
                     BOSTON, MASSACHUSETTS  02109-2881

                                        TELEPHONE:  (617)570-1000
                                        TELECOPIER: (617)227-8591

                                   November 24, 1997

Wyman-Gordon Company
244 Worcester Street, Box 8001
Grafton, MA  01536-8001

     RE:  Wyman-Gordon Company Long-Term Incentive Plan

Ladies and Gentlemen:

     This opinion is furnished in connection with the
registration, pursuant to the Securities Act of 1933, as amended
(the "Act"), of 1,500,000 shares of the Common Stock, par value
$1.00 per share (the "Shares"), of Wyman-Gordon Company (the
"Company") which may be issued upon the exercise of options
granted under the Company's Long-Term Incentive Plan (the
"Plan").

     We have acted as counsel to the Company in connection with
the preparation of the Plan and the registration of the Shares
under the Act.  We have examined the Amended and Restated
Articles of Organization and the By-Laws of the Company; such
records of proceedings of the Company's Board of Directors as we
have deemed material; a Registration Statement on Form S-8 under
the Act relating to the Shares (the "Registration Statement");
and such other certificates, records, instruments and documents
as we considered necessary for the purposes of this opinion.

     We are attorneys admitted to practice in the Commonwealth of
Massachusetts.  We express no opinion concerning the laws of any
jurisdictions other than the laws of the United States of America
and the Commonwealth of Massachusetts.

     Based upon and subject to the foregoing, we are of the
opinion that upon the issuance and delivery of the Shares against
payment therefor in accordance with the terms of the Registration
Statement and the Plan, the Shares will be legally issued, fully
paid and non-assessable shares of the Company's Common Stock.

                                    E-2
13

                        GOODWIN, PROCTER & HOAR LLP

Wyman-Gordon Company
November 24, 1997
Page 2

     The foregoing assumes that all requisite steps will be taken
to comply with the requirements of the Act, applicable
requirements of state laws regulating the offer and sale of
securities and applicable requirements of the National
Association of Securities Dealers, Inc.

     We understand that this opinion is to be used in connection
with the Registration Statement.  We consent to the use of our
name in the Registration Statement and the filing of this opinion
as an exhibit to the Registration Statement.

                              Very truly yours,

                              /S/ GOODWIN, PROCTER & HOAR LLP
                                  GOODWIN, PROCTER & HOAR LLP

                                    -2-
14

                                                               EXHIBIT 23.2

            CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

     We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the Wyman-Gordon
Company 1997 Long-Term Incentive Plan of our report dated June
23, 1997, with respect to the consolidated financial statements
and schedule of Wyman-Gordon Company included in its Annual
Report (Form 10-K) for the year ended May 31, 1997, filed with
the Securities and Exchange Commission.

                              /S/ ERNST & YOUNG LLP

Boston, Massachusetts
November 24, 1997

                                    E-3