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<title>Form S-8</title>
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<p ALIGN="CENTER">As filed with the Securities and Exchange Commission on
December 12, 2003<br>
&nbsp;Registration No. 333-______</p>
<b><font SIZE="5">
<p ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION<br>
</font>Washington, DC 20549</p>
<font SIZE="5">
<p ALIGN="CENTER">FORM S-8</p>
<p ALIGN="CENTER">REGISTRATION STATEMENT UNDER THE SECURITIES<br>
&nbsp;ACT OF 1933</p>
<p ALIGN="CENTER">MOOG INC.<br>
</font></b>
(Exact name of registrant as specified in its charter)</p>
<div align="center">
  <center>
  <table border="0" cellspacing="0" width="628" id="AutoNumber1" cellpadding="0">
    <tr>
      <td width="306" align="center"><b>New York</b> </td>
      <td width="309" align="center"> <b>16-0757636</b></td>
    </tr>
    <tr>
      <td width="306" valign="top" align="center">(State or Other Jurisdiction
      of Incorporation) </td>
      <td width="309" valign="top" align="center">(I.R.S. Employer
Identification No.)</td>
    </tr>
    <tr>
      <td width="306" valign="top" align="center">&nbsp;</td>
      <td width="309" valign="top" align="center">&nbsp;</td>
    </tr>
    <tr>
      <td width="306" valign="top" align="center">
<b>
      East Aurora, New York</b></td>
      <td width="309" valign="top" align="center">
<b>
      14052-0018</b></td>
    </tr>
    <tr>
      <td width="306" valign="top" align="center">(Address of principal
      executive offices) </td>
      <td width="309" valign="top" align="center">(Zip Code)</td>
    </tr>
  </table>
  </center>
</div>
<b>
<p ALIGN="CENTER">MOOG INC. 2003 STOCK OPTION PLAN<br>
</b>
(Full title of the plan)</p>
<p ALIGN="CENTER"></p>
<b>
<p ALIGN="CENTER">Robert T. Brady<br>
Chairman of the Board, President and Chief Executive Officer<br>
Moog Inc.<br>
East Aurora, NY 14052-0018<br>
</b>
(Name and address of agent for service)</p>
<p ALIGN="CENTER"></p>
<b>
<p ALIGN="CENTER">(716) 652-2000<br>
</b>
(Telephone number, including area code, of agent for service)</p>
<b>
<p ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</p>
</b>
<font SIZE="1">
<p ALIGN="CENTER"></p>
</font>
<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="668" height="60">
  <tr>
    <td WIDTH="252" VALIGN="BOTTOM" style="border-bottom: 1px solid #000000" height="36"><font SIZE="1">
    <p ALIGN="CENTER">Title of Each Class of Securities to be Registered</font></td>
    <td WIDTH="118" VALIGN="BOTTOM" style="border-bottom: 1px solid #000000" height="36"><font SIZE="1">
    <p ALIGN="CENTER">Amount to be Registered(1)&nbsp;</font></td>
    <td WIDTH="126" VALIGN="BOTTOM" style="border-bottom: 1px solid #000000" height="36"><font SIZE="1">
    <p ALIGN="CENTER">Proposed Maximum Offering Price Per Unit (2)</font></td>
    <td WIDTH="111" VALIGN="BOTTOM" style="border-bottom: 1px solid #000000" height="36"><font SIZE="1">
    <p ALIGN="CENTER">Proposed Maximum Aggregate Offering Price (2)</font></td>
    <td WIDTH="61" VALIGN="BOTTOM" style="border-bottom: 1px solid #000000" height="36"><font SIZE="1">
    <p ALIGN="CENTER">Amount of Registration Fee</font></td>
  </tr>
  <tr>
    <td WIDTH="252" VALIGN="TOP" height="24"><font SIZE="1">
    <p ALIGN="JUSTIFY" style="margin-top: 12">Class A Common Stock, $1.00 par value</font></td>
    <td WIDTH="118" VALIGN="TOP" height="24">
    <p ALIGN="CENTER" style="margin-top: 12"><font size="1">600,000</font></td>
    <td WIDTH="126" VALIGN="bottom" height="24">
    <p align="center"><font size="1">$46.68</font></td>
    <td WIDTH="111" VALIGN="bottom" height="24">
    <p align="center"><font size="1">$28,008,000</font></td>
    <td WIDTH="61" VALIGN="bottom" height="24">
    <p align="center"><font size="1">$2,265.85</font></td>
  </tr>
</table>
<p></p>
<p>(1)&nbsp;&nbsp;&nbsp;&nbsp; The number of shares are subject to adjustment in accordance with the
anti-dilution provisions of the Plan. Accordingly, the Registration Statement
also covers an indeterminable number of shares which may be issuable in
connection with such provisions.</p>
<p>(2)&nbsp;&nbsp;&nbsp; Estimated solely for the purpose of determining the registration fee
computed pursuant to Rule 457(h)(1); calculated on the basis of the average of
the high and low prices of the Class A Common Stock on the New York Stock
Exchange on December 8, 2003.</p>
<p align="center">1</p>
<p style='page-break-before:always'>
<p ALIGN="CENTER"></p>
<b>
<p ALIGN="CENTER">Part I<br>
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</p>
</b>
<p></p>
<p>Pursuant to the instructions for Form S-8, the documents containing the
information specified in Items 1 and 2 of Part I of Form S-8 are not being filed
with the Securities and Exchange Commission as part of this Registration
Statement, but will be sent or given to optionees as specified by Rule
428(b)(1).</p>
<b>
<p ALIGN="CENTER">Part II<br>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</p>
</b>
<p ALIGN="CENTER"></p>
<b>
<p>Item 3. Incorporation of Documents by Reference.</p>
</b>
<p>The following documents previously filed with the Commission are incorporated
by reference in this Registration Statement.</p>
  <p>(a) The Company's Annual Report on Form 10-K for the fiscal year ended
  September 27, 2003, as<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; amended.</p>
  <p>(b) The description of the Class A Common Stock contained in the Company's
  Registration Statement <br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; on Form S-3 filed November 9, 2001 (Registration No.
  333-67640).</p>
<p>In addition, all documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of 1934
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be part hereof from the date of filing
such documents.</p>
<p>Any statement contained herein or in a document all or a portion of which is
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or amended, to constitute
a part of this Registration Statement.</p>
<p></p>
<b>
<p>Item 4. Description of Securities.</p>
</b>
<p>Not applicable.</p>
<b>
<p>Item 5. Interests of Named Experts and Counsel.</p>
</b>
<p>John B. Drenning, Secretary of the Company, is a partner in the law firm of
Hodgson Russ, LLP, which has rendered the legality opinion included in this
Registration Statement as Exhibit 5. </p>
<b>
<p>Item 6. Indemnification of Directors and Officers.</p>
</b>
<p>The Company's By-Laws contain provisions to protect each present and former
director or officer of the Company, to the fullest extent permitted by the New
York Business Corporation Law (&quot;BCL&quot;), from any liability arising out of his
actions as such officer or director.</p>
<p align="center">2</p>
<p style='page-break-before:always'>
<p>As permitted by the BCL, the Company's Restated Certificate of Incorporation
provides that a director of the Company shall not be liable for damages to the
Company or its shareholders for any act or omission in the performance of his
duties, except to the extent that a judgment or other final adjudication adverse
to him establishes that (1) he actually received an improper benefit, (2) his
act or omission was in bad faith or involved intentional misconduct or knowing
violation of law, or (3) his acts violated section 719 of the BCL.</p>
<p>As approved by shareholders at the Annual Meeting of Shareholders held on
February 16, 1988, there are indemnification agreements between the Company and
its directors and certain executive officers. These agreements provide for
indemnification by the Company of the directors and officers for any amounts
they may become obligated to pay, including legal fees and expenses, in
connection with a claim against them for which the Company's Restated
Certificate of Incorporation or By-Laws otherwise provide indemnification.</p>
<p>The BCL contains provisions affecting indemnification of directors and
officers of the Company, to which reference is made for the complete statutory
provisions relating to indemnification of directors and officers of a New York
corporation.</p>
<p>The Company maintains a standard directors and officers liability insurance
policy which will reimburse the Company for payments it may make in
indemnification of directors and officers and pay other expenses, counsel fees,
settlements, judgments or costs arising from proceedings involving any director
or officer of the Company in his capacity as such, subject to certain
limitations and exclusions.</p>
<b>
<p>Item 7. Exemption from Registration Claimed.</p>
</b>
<p>Not applicable.</p>
<b>
<p>Item 8. Exhibits.</p>
</b>
<p>The exhibits to this Registration Statement are described in the Exhibit
Index below.</p>
<b>
<p>Item 9. Undertakings.</p>
</b>
<table border="0" width="676" id="AutoNumber2" cellspacing="0" cellpadding="0">
  <tr>
    <td width="29">(a)</td>
    <td width="626" colspan="3">&nbsp;The undersigned Registrant hereby
    undertakes:</td>
  </tr>
  <tr>
    <td width="29">&nbsp;</td>
    <td width="27" valign="top">&nbsp;</td>
    <td width="599" colspan="2">&nbsp;</td>
  </tr>
  <tr>
    <td width="29">&nbsp;</td>
    <td width="27" valign="top">(1)</td>
    <td width="599" colspan="2">&nbsp;To file, during any period in which offers or sales are being made, a
    post-effective amendment to this Registration Statement:</td>
  </tr>
  <tr>
    <td width="29">&nbsp;</td>
    <td width="27">&nbsp;</td>
    <td width="33">&nbsp;</td>
    <td width="566">&nbsp;</td>
  </tr>
  <tr>
    <td width="29">&nbsp;</td>
    <td width="27">&nbsp;</td>
    <td width="33">(i) </td>
    <td width="566">To include any prospectus required by Section 10(a)(3) of the
      Securities Act of 1933;</td>
  </tr>
  <tr>
    <td width="29">&nbsp;</td>
    <td width="27">&nbsp;</td>
    <td width="33" valign="top">&nbsp;</td>
    <td width="566">&nbsp;</td>
  </tr>
  <tr>
    <td width="29">&nbsp;</td>
    <td width="27">&nbsp;</td>
    <td width="33" valign="top">(ii) </td>
    <td width="566">To reflect in the prospectus any facts 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 change in the information set forth in the
      Registration Statement;</td>
  </tr>
  <tr>
    <td width="29">&nbsp;</td>
    <td width="27">&nbsp;</td>
    <td width="33" valign="top">&nbsp;</td>
    <td width="566">&nbsp;</td>
  </tr>
  <tr>
    <td width="29">&nbsp;</td>
    <td width="27">&nbsp;</td>
    <td width="33" valign="top">(iii) </td>
    <td width="566">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;</td>
  </tr>
</table>
    <p align="center">3</p>
    <p style='page-break-before:always'>
    <p align="left">Provided, however, that paragraphs (a)(1)(i) and (ii) do not apply if the
    Registration Statement is on Form S-3 or Form S-8, and the information
    required to be included in a post-effective amendment by those paragraphs is
    contained in periodic reports filed by the Registrant pursuant to Section 13
    or 15(d) of the Securities Exchange Act of 1934 that are incorporated by
    reference in the Registration Statement.</p>
    <table border="0" width="676" id="AutoNumber2" cellspacing="0" cellpadding="0">
      <tr>
        <td width="29">&nbsp;</td>
        <td width="27" valign="top">(2) </td>
        <td width="599" valign="top" colspan="2">That, for the purpose of determining any liability under the
    Securities Act of 1933, 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.</td>
      </tr>
      <tr>
        <td width="29">&nbsp;</td>
        <td width="27" valign="top">&nbsp;</td>
        <td width="599" valign="top" colspan="2">&nbsp;</td>
      </tr>
      <tr>
        <td width="29">&nbsp;</td>
        <td width="27" valign="top">(3) </td>
        <td width="599" valign="top" colspan="2">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.</td>
      </tr>
      <tr>
        <td width="29">&nbsp;</td>
        <td width="27">&nbsp;</td>
        <td width="33" valign="top">&nbsp;</td>
        <td width="566">&nbsp;</td>
      </tr>
      <tr>
        <td width="29" valign="top">(b) </td>
        <td width="626" colspan="3">The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  Registrant's annual report pursuant to Section 13(a) or 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  Registration Statement shall be deemed to be a new registration statement
  related 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.</td>
      </tr>
      <tr>
        <td width="29" valign="top">&nbsp;</td>
        <td width="626" colspan="3">&nbsp;</td>
      </tr>
      <tr>
        <td width="29" valign="top">(c) </td>
        <td width="626" colspan="3">Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors, officers and controlling persons of
  the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the
  Act and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  Registrant of expenses incurred or paid by a director, officer or controlling
  person of the Registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the Registrant will, unless
  in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the Act
  and will be governed by the final adjudication of such issue.</td>
      </tr>
      <tr>
        <td width="29">&nbsp;</td>
        <td width="27">&nbsp;</td>
        <td width="33" valign="top">&nbsp;</td>
        <td width="566">&nbsp;</td>
      </tr>
</table>
  <font FACE="Arial Unicode MS">
</font>
<p ALIGN="CENTER">4</p>
<p style='page-break-before:always'><b>
<p ALIGN="CENTER">SIGNATURES</p>
</b>
<p>Pursuant to the requirements of the Securities Exchange Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in East Aurora, New York on December 12, 2003.</p>
<table border="0" width="666" id="AutoNumber3" cellspacing="0" cellpadding="0">
  <tr>
    <td width="389">&nbsp;</td>
    <td width="261" colspan="2"><b>MOOG INC.</b></td>
  </tr>
  <tr>
    <td width="389">&nbsp;</td>
    <td width="1"></td>
    <td width="316">&nbsp;</td>
  </tr>
  <tr>
    <td width="389">&nbsp;</td>
    <td width="1">By: </td>
    <td width="316" style="border-bottom: 1px solid #000000">/s/ Robert T. Brady
    </td>
  </tr>
  <tr>
    <td width="389">&nbsp;</td>
    <td width="48">Name: </td>
    <td width="213">Robert T. Brady,</td>
  </tr>
  <tr>
    <td width="389">&nbsp;</td>
    <td width="48">&nbsp;</td>
    <td width="214">Chairman of the Board,</td>
  </tr>
  <tr>
    <td width="389">&nbsp;</td>
    <td width="48">&nbsp;</td>
    <td width="214">President and Chief Executive Officer</td>
  </tr>
</table>
<b>
<p ALIGN="CENTER">Power of Attorney</p>
</b>
<p ALIGN="CENTER"></p>
<p>Each person whose signature appears below hereby constitutes and appoints
Robert T. Brady and Robert R. Banta, jointly and severally, with full power to
act without the other, as the undersigned's true and lawful attorneys-in-fact
and agents, each with full power of substitution, for the undersigned and in the
undersigned's name, place and stead, in any and all capacities, to sign any and
all amendments or post-effective amendments to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission under the Securities Act
of 1933, granting unto each said attorney-in-fact full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each said
attorney-in-fact, or his substitute, may lawfully do or cause to be done by
virtue hereof.</p>
<p>Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.</p>
<table border="0" cellspacing="0" width="100%" id="AutoNumber4" cellpadding="0">
  <tr>
    <td width="33%" align="left" colspan="2">Signature</td>
    <td width="33%" align="left">Title</td>
    <td width="34%" align="left">Date</td>
  </tr>
  <tr>
    <td width="33%" colspan="2">&nbsp;</td>
    <td width="33%">&nbsp;</td>
    <td width="34%">&nbsp;</td>
  </tr>
  <tr>
    <td width="33%" style="border-bottom: 1px solid #000000" colspan="2">
    <p align="left">/s/ Robert T. Brady</td>
    <td width="33%" valign="bottom">Chairman of the Board,</td>
    <td width="34%">December 12, 2003</td>
  </tr>
  <tr>
    <td width="2%" valign="top">
    <p align="left">&nbsp;</td>
    <td width="44%" valign="top">Robert T. Brady</td>
    <td width="33%" valign="top">President, <br>
    Chief Executive Officer and <br>
    Director <br>
    (Principal Executive Officer)</td>
    <td width="34%">&nbsp;</td>
  </tr>
  <tr>
    <td width="33%" colspan="2">&nbsp;</td>
    <td width="33%">&nbsp;</td>
    <td width="34%">&nbsp;</td>
  </tr>
  <tr>
    <td width="33%" valign="bottom" style="border-bottom: 1px solid #000000" colspan="2">
    <p align="left">/s/ Robert R. Banta</td>
    <td width="33%" valign="bottom">Executive Vice President, </td>
    <td width="34%">December 12, 2003</td>
  </tr>
  <tr>
    <td width="3%" valign="top">
    <p align="left">&nbsp;</td>
    <td width="30%" valign="top">Robert R. Banta</td>
    <td width="33%" valign="top">Chief Financial Officer <br>
    Officer and Director<br>
    (Principal Financial Officer)</td>
    <td width="34%">&nbsp;</td>
  </tr>
  <tr>
    <td width="33%" align="left" colspan="2">&nbsp;</td>
    <td width="33%">&nbsp;</td>
    <td width="34%">&nbsp;</td>
  </tr>
  <tr>
    <td width="33%" align="left" style="border-bottom: 1px solid #000000" colspan="2">
    /s/ Donald R. Fishback</td>
    <td width="33%" valign="bottom">Controller</td>
    <td width="34%">December 12, 2003</td>
  </tr>
  <tr>
    <td width="3%" align="left">&nbsp;</td>
    <td width="30%" align="left">Donald R. Fishback</td>
    <td width="33%" valign="top">(Principal Accounting Officer)</td>
    <td width="34%">&nbsp;</td>
  </tr>
  <tr>
    <td width="33%" align="left" colspan="2">&nbsp;</td>
    <td width="33%">&nbsp;</td>
    <td width="34%">&nbsp;</td>
  </tr>
</table>
<p align="center">5</p>
<p style='page-break-before:always'>
<table border="0" cellspacing="0" width="100%" id="AutoNumber5" cellpadding="0">
  <tr>
    <td width="33%" align="left" style="border-bottom: 1px solid #000000" colspan="2">
    /s/ Richard A. Aubrecht</td>
    <td width="33%">Director</td>
    <td width="34%">December 12, 2003</td>
  </tr>
  <tr>
    <td width="3%" align="left">&nbsp;</td>
    <td width="30%" align="left">Richard A. Aubrect</td>
    <td width="33%">&nbsp;</td>
    <td width="34%">&nbsp;</td>
  </tr>
  <tr>
    <td width="33%" align="left" colspan="2">&nbsp;</td>
    <td width="33%">&nbsp;</td>
    <td width="34%">&nbsp;</td>
  </tr>
  <tr>
    <td width="33%" align="left" style="border-bottom: 1px solid #000000" colspan="2">
    /s/ James L. Gray</td>
    <td width="33%">Director</td>
    <td width="34%">December 12, 2003</td>
  </tr>
  <tr>
    <td width="3%" align="left">&nbsp;</td>
    <td width="30%" align="left">James L. Gray</td>
    <td width="33%">&nbsp;</td>
    <td width="34%">&nbsp;</td>
  </tr>
  <tr>
    <td width="33%" align="left" colspan="2">&nbsp;</td>
    <td width="33%">&nbsp;</td>
    <td width="34%">&nbsp;</td>
  </tr>
  <tr>
    <td width="33%" align="left" style="border-bottom: 1px solid #000000" colspan="2">
    /s/ Joe C. Green</td>
    <td width="33%">Director</td>
    <td width="34%">December 12, 2003</td>
  </tr>
  <tr>
    <td width="3%" align="left">&nbsp;</td>
    <td width="30%" align="left">Joe C. Green</td>
    <td width="33%">&nbsp;</td>
    <td width="34%">&nbsp;</td>
  </tr>
  <tr>
    <td width="33%" align="left" colspan="2">&nbsp;</td>
    <td width="33%">&nbsp;</td>
    <td width="34%">&nbsp;</td>
  </tr>
  <tr>
    <td width="33%" align="left" style="border-bottom: 1px solid #000000" colspan="2">
    /s/ John D. Hendrick</td>
    <td width="33%">Director</td>
    <td width="34%">December 12, 2003</td>
  </tr>
  <tr>
    <td width="3%" align="left">&nbsp;</td>
    <td width="30%" align="left">John D. Hendrick</td>
    <td width="33%">&nbsp;</td>
    <td width="34%">&nbsp;</td>
  </tr>
  <tr>
    <td width="33%" align="left" colspan="2">&nbsp;</td>
    <td width="33%">&nbsp;</td>
    <td width="34%">&nbsp;</td>
  </tr>
  <tr>
    <td width="33%" align="left" style="border-bottom: 1px solid #000000" colspan="2">
    /s/ Brian J. Lipke</td>
    <td width="33%">Director</td>
    <td width="34%">December 12, 2003</td>
  </tr>
  <tr>
    <td width="3%" align="left">&nbsp;</td>
    <td width="30%" align="left">Brian J. Lipke</td>
    <td width="33%">&nbsp;</td>
    <td width="34%">&nbsp;</td>
  </tr>
  <tr>
    <td width="33%" align="left" colspan="2">&nbsp;</td>
    <td width="33%">&nbsp;</td>
    <td width="34%">&nbsp;</td>
  </tr>
  <tr>
    <td width="33%" align="left" style="border-bottom: 1px solid #000000" colspan="2">
    /s/ Kraig H. Kayser</td>
    <td width="33%">Director</td>
    <td width="34%">December 12, 2003</td>
  </tr>
  <tr>
    <td width="3%" align="left">&nbsp;</td>
    <td width="30%" align="left">Kraig H. Kayser</td>
    <td width="33%">&nbsp;</td>
    <td width="34%">&nbsp;</td>
  </tr>
  <tr>
    <td width="33%" align="left" colspan="2">&nbsp;</td>
    <td width="33%">&nbsp;</td>
    <td width="34%">&nbsp;</td>
  </tr>
  <tr>
    <td width="33%" align="left" style="border-bottom: 1px solid #000000" colspan="2">
    /s/ Robert H. Maskrey</td>
    <td width="33%">Director</td>
    <td width="34%">December 12, 2003</td>
  </tr>
  <tr>
    <td width="3%" align="left">&nbsp;</td>
    <td width="30%" align="left">Robert H. Maskrey</td>
    <td width="33%">&nbsp;</td>
    <td width="34%">&nbsp;</td>
  </tr>
  <tr>
    <td width="33%" align="left" colspan="2">&nbsp;</td>
    <td width="33%">&nbsp;</td>
    <td width="34%">&nbsp;</td>
  </tr>
  <tr>
    <td width="33%" align="left" style="border-bottom: 1px solid #000000" colspan="2">
    /s/ Albert F. Meyers</td>
    <td width="33%">Director</td>
    <td width="34%">December 12, 2003</td>
  </tr>
  <tr>
    <td width="3%" align="left">&nbsp;</td>
    <td width="30%" align="left">Albert F. Meyers</td>
    <td width="33%">&nbsp;</td>
    <td width="34%">&nbsp;</td>
  </tr>
</table>
<p ALIGN="CENTER">6</p>
<p style='page-break-before:always'>
<p ALIGN="CENTER">EXHIBIT INDEX</p>
<table border="0" width="672" id="AutoNumber6" cellspacing="0" cellpadding="0">
  <tr>
    <td width="60">
<u>
    Exhibit
</u>
    </td>
    <td width="679">
<u>
    Description</u></td>
  </tr>
  <tr>
    <td width="60" valign="top">&nbsp;</td>
    <td width="679">&nbsp;</td>
  </tr>
  <tr>
    <td width="60" valign="top">4.1</td>
    <td width="679">Restated Certificate of Incorporation of the Company, incorporated by
    reference to exhibit (3) of the Company's Annual Report on Form 10-K for its
    fiscal year ended September 30, 1989.</td>
  </tr>
  <tr>
    <td width="60" valign="top">&nbsp;</td>
    <td width="679">&nbsp;</td>
  </tr>
  <tr>
    <td width="60" valign="top">4.2</td>
    <td width="679">By-laws of the Company, as amended, incorporated by reference to
    appendix B of the Company's preliminary proxy statement filed under Schedule 14A on December 2,
    2003. </td>
  </tr>
  <tr>
    <td width="60" valign="top">&nbsp;</td>
    <td width="679">&nbsp;</td>
  </tr>
  <tr>
    <td width="60" valign="top">4.3</td>
    <td width="679">Moog Inc. 2003 Stock Option Plan, incorporated by reference to
    exhibit A of the Company's definitive proxy statement filed under Schedule
    14A on January 9, 2003.</td>
  </tr>
  <tr>
    <td width="60" valign="top">&nbsp;</td>
    <td width="679">&nbsp;</td>
  </tr>
  <tr>
    <td width="60" valign="top">5.1</td>
    <td width="679">Opinion of Hodgson Russ, LLP as to the legality of the securities
    registered (filed herewith).</td>
  </tr>
  <tr>
    <td width="60" valign="top">&nbsp;</td>
    <td width="679">&nbsp;</td>
  </tr>
  <tr>
    <td width="60" valign="top">23.1</td>
    <td width="679">Consent of Ernst &amp; Young LLP (filed herewith).</td>
  </tr>
  <tr>
    <td width="60" valign="top">&nbsp;</td>
    <td width="679">&nbsp;</td>
  </tr>
  <tr>
    <td width="60" valign="top">23.2</td>
    <td width="679">Consent of KPMG LLP (filed herewith).</td>
  </tr>
  <tr>
    <td width="60" valign="top">&nbsp;</td>
    <td width="679">&nbsp;</td>
  </tr>
  <tr>
    <td width="60" valign="top">23.3</td>
    <td width="679">Consent of PricewaterhouseCoopers (filed herewith).</td>
  </tr>
  <tr>
    <td width="60" valign="top">&nbsp;</td>
    <td width="679">&nbsp;</td>
  </tr>
  <tr>
    <td width="60" valign="top">23.4</td>
    <td width="679">Consent of Hodgson Russ LLP (included in Exhibit 5.1).</td>
  </tr>
  <tr>
    <td width="60" valign="top">&nbsp;</td>
    <td width="679">&nbsp;</td>
  </tr>
  <tr>
    <td width="60" valign="top">24.1</td>
    <td width="679">Power of attorney (included on the signature page).</td>
  </tr>
</table>
<p align="center">7</p>

</body>

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Form S-8
As filed with the Securities and Exchange Commission on
December 12, 2003
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
MOOG INC.
(Exact name of registrant as specified in its charter)
New York
16-0757636
(State or Other Jurisdiction
      of Incorporation)
(I.R.S. Employer
Identification No.)
East Aurora, New York
14052-0018
(Address of principal
      executive offices)
(Zip Code)
MOOG INC. 2003 STOCK OPTION PLAN
(Full title of the plan)
Robert T. Brady
Chairman of the Board, President and Chief Executive Officer
Moog Inc.
East Aurora, NY 14052-0018
(Name and address of agent for service)
(716) 652-2000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered
Amount to be Registered(1)
Proposed Maximum Offering Price Per Unit (2)
Proposed Maximum Aggregate Offering Price (2)
Amount of Registration Fee
Class A Common Stock, $1.00 par value
600,000
$46.68
$28,008,000
$2,265.85
(1)     The number of shares are subject to adjustment in accordance with the
anti-dilution provisions of the Plan. Accordingly, the Registration Statement
also covers an indeterminable number of shares which may be issuable in
connection with such provisions.
(2)    Estimated solely for the purpose of determining the registration fee
computed pursuant to Rule 457(h)(1); calculated on the basis of the average of
the high and low prices of the Class A Common Stock on the New York Stock
Exchange on December 8, 2003.
1
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to the instructions for Form S-8, the documents containing the
information specified in Items 1 and 2 of Part I of Form S-8 are not being filed
with the Securities and Exchange Commission as part of this Registration
Statement, but will be sent or given to optionees as specified by Rule
428(b)(1).
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed with the Commission are incorporated
by reference in this Registration Statement.
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
  September 27, 2003, as
amended.
(b) The description of the Class A Common Stock contained in the Company's
  Registration Statement
on Form S-3 filed November 9, 2001 (Registration No.
  333-67640).
In addition, all documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of 1934
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be part hereof from the date of filing
such documents.
Any statement contained herein or in a document all or a portion of which is
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or amended, to constitute
a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
John B. Drenning, Secretary of the Company, is a partner in the law firm of
Hodgson Russ, LLP, which has rendered the legality opinion included in this
Registration Statement as Exhibit 5.
Item 6. Indemnification of Directors and Officers.
The Company's By-Laws contain provisions to protect each present and former
director or officer of the Company, to the fullest extent permitted by the New
York Business Corporation Law ("BCL"), from any liability arising out of his
actions as such officer or director.
2
As permitted by the BCL, the Company's Restated Certificate of Incorporation
provides that a director of the Company shall not be liable for damages to the
Company or its shareholders for any act or omission in the performance of his
duties, except to the extent that a judgment or other final adjudication adverse
to him establishes that (1) he actually received an improper benefit, (2) his
act or omission was in bad faith or involved intentional misconduct or knowing
violation of law, or (3) his acts violated section 719 of the BCL.
As approved by shareholders at the Annual Meeting of Shareholders held on
February 16, 1988, there are indemnification agreements between the Company and
its directors and certain executive officers. These agreements provide for
indemnification by the Company of the directors and officers for any amounts
they may become obligated to pay, including legal fees and expenses, in
connection with a claim against them for which the Company's Restated
Certificate of Incorporation or By-Laws otherwise provide indemnification.
The BCL contains provisions affecting indemnification of directors and
officers of the Company, to which reference is made for the complete statutory
provisions relating to indemnification of directors and officers of a New York
corporation.
The Company maintains a standard directors and officers liability insurance
policy which will reimburse the Company for payments it may make in
indemnification of directors and officers and pay other expenses, counsel fees,
settlements, judgments or costs arising from proceedings involving any director
or officer of the Company in his capacity as such, subject to certain
limitations and exclusions.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits to this Registration Statement are described in the Exhibit
Index below.
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 of 1933;
(ii)
To reflect in the prospectus any facts 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 change in the information set forth in the
      Registration Statement;
(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;
3
Provided, however, that paragraphs (a)(1)(i) and (ii) do not apply if the
    Registration Statement is on Form S-3 or Form S-8, and the information
    required to be included in a post-effective amendment by those paragraphs is
    contained in periodic reports filed by the Registrant pursuant to Section 13
    or 15(d) of the Securities Exchange Act of 1934 that are incorporated by
    reference in the Registration Statement.
(2)
That, for the purpose of determining any liability under the
    Securities Act of 1933, 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.
(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 of 1933, each filing of the
  Registrant's annual report pursuant to Section 13(a) or 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  Registration Statement shall be deemed to be a new registration statement
  related 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.
(c)
Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors, officers and controlling persons of
  the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the
  Act and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  Registrant of expenses incurred or paid by a director, officer or controlling
  person of the Registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the Registrant will, unless
  in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the Act
  and will be governed by the final adjudication of such issue.
4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in East Aurora, New York on December 12, 2003.
MOOG INC.
By:
/s/ Robert T. Brady
Name:
Robert T. Brady,
Chairman of the Board,
President and Chief Executive Officer
Power of Attorney
Each person whose signature appears below hereby constitutes and appoints
Robert T. Brady and Robert R. Banta, jointly and severally, with full power to
act without the other, as the undersigned's true and lawful attorneys-in-fact
and agents, each with full power of substitution, for the undersigned and in the
undersigned's name, place and stead, in any and all capacities, to sign any and
all amendments or post-effective amendments to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission under the Securities Act
of 1933, granting unto each said attorney-in-fact full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each said
attorney-in-fact, or his substitute, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
Signature
Title
Date
/s/ Robert T. Brady
Chairman of the Board,
December 12, 2003
Robert T. Brady
President,
Chief Executive Officer and
Director
(Principal Executive Officer)
/s/ Robert R. Banta
Executive Vice President,
December 12, 2003
Robert R. Banta
Chief Financial Officer
Officer and Director
(Principal Financial Officer)
/s/ Donald R. Fishback
Controller
December 12, 2003
Donald R. Fishback
(Principal Accounting Officer)
5
/s/ Richard A. Aubrecht
Director
December 12, 2003
Richard A. Aubrect
/s/ James L. Gray
Director
December 12, 2003
James L. Gray
/s/ Joe C. Green
Director
December 12, 2003
Joe C. Green
/s/ John D. Hendrick
Director
December 12, 2003
John D. Hendrick
/s/ Brian J. Lipke
Director
December 12, 2003
Brian J. Lipke
/s/ Kraig H. Kayser
Director
December 12, 2003
Kraig H. Kayser
/s/ Robert H. Maskrey
Director
December 12, 2003
Robert H. Maskrey
/s/ Albert F. Meyers
Director
December 12, 2003
Albert F. Meyers
6
EXHIBIT INDEX
Exhibit
Description
4.1
Restated Certificate of Incorporation of the Company, incorporated by
    reference to exhibit (3) of the Company's Annual Report on Form 10-K for its
    fiscal year ended September 30, 1989.
4.2
By-laws of the Company, as amended, incorporated by reference to
    appendix B of the Company's preliminary proxy statement filed under Schedule 14A on December 2,
    2003.
4.3
Moog Inc. 2003 Stock Option Plan, incorporated by reference to
    exhibit A of the Company's definitive proxy statement filed under Schedule
    14A on January 9, 2003.
5.1
Opinion of Hodgson Russ, LLP as to the legality of the securities
    registered (filed herewith).
23.1
Consent of Ernst & Young LLP (filed herewith).
23.2
Consent of KPMG LLP (filed herewith).
23.3
Consent of PricewaterhouseCoopers (filed herewith).
23.4
Consent of Hodgson Russ LLP (included in Exhibit 5.1).
24.1
Power of attorney (included on the signature page).
7