As filed with the Securities and Exchange Commission on August 20, 1999
                                             Registration No. 333-___
___________________________________________________________________________
___________________________________________________________________________
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  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                   (I.R.S. Employer
incorporation or organization)                    Identification No.)

East Aurora, New York                                  14052-0018
(Address of Principal Executive Office)                (Zip Code)

                MOOG INC. SAVINGS AND STOCK OWNERSHIP PLAN
                         (Full title of the plan)
Joe C. Green
Executive Vice President and Chief Administrative Officer
Moog Inc.
East Aurora, New York 14052-0018
                  (Name and address of agent for service)
                               716-652-2000
       (Telephone number, including area code, of agent for service)
Copy to:  Phillips, Lytle, Hitchcock, Blaine & Huber LLP
3400 HSBC Center
Buffalo, New York 14203
Attention: John B. Drenning, Esq.

                      CALCULATION OF REGISTRATION FEE
===========================================================================
Title of                     Proposed Max.   Proposed Max.
securities   Amount          offering        aggregate      Amount of
to be        to be           price per       offering       registration
registered   registered(1)   share(2)        price(2)       fee
___________________________________________________________________________
Class A       1,000,000      $ 33.1875       $ 33,187,500   $ 9,226.13
Common Stock   shares
$1 par value

Class B       200,000        $ 40.50         $  8,100,000   $ 2,251.80
Common Stock   shares
$1 par value
     (1)  In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration  statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
     (2)  Estimated solely for the purpose of determining the registration
fee computed pursuant to Rule 457(c); calculated on the basis of the
average of the high and low prices of the Class A and Class B Common Stock
on the American Stock Exchange on August 17, 1999.


<PAGE>

PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


                   INCORPORATION BY REFERENCE

          Pursuant to General Instruction E to Form S-8, Moog
Inc. and the Moog Inc. Savings and Stock Ownership Plan
(the"Plan") hereby incorporate by reference the contents of
Registration Statement Nos. 33-57131, 33-62968, 33-33958 and
33-20069 previously filed by the registrant and the Plan, except
Item 5 which is superseded by the information below.

Item 5.   Interest of Named Experts and Counsel.

          John B. Drenning, Secretary of the registrant, is a
partner in the law firm Phillips, Lytle, Hitchcock, Blaine &
Huber LLP, which has rendered the legality opinion included in
this Registration Statement as Exhibit 5(b).







































<PAGE>
                           SIGNATURES

     THE REGISTRANT.  Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all 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 City of Buffalo, State of
New York on August 20, 1999.

                              MOOG Inc.


                              By: /s/ William P. Burke
                                 _____________________________
                                   William P. Burke
                                   Treasurer










































<PAGE>
                             POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert T. Brady and Robert R. Banta,
and each of them, with full power to act without the other, as his true and
lawful attorneys-in-fact, each with the power of substitution for him and
in his name, place and stead, in any and all capacities, to sign any or 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 of said attorneys-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 of said attorneys-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                Capacity                    Date


/s/ Robert T. Brady      Chairman of the Board       August 20, 1999
______________________   President, Chief Executive
Robert T. Brady          Officer(Principal Executive
                         Officer) and Director

/s/ Robert R. Banta      Executive Vice President    August 20, 1999
______________________   and Chief Financial Officer
Robert R. Banta          (Principal Financial
                         Officer) and Director

/s/ Donald R. Fishback   Controller                  August 20, 1999
______________________   (Principal Accounting
Donald R. Fishback       Officer)

/s/ Richard A. Aubrecht  Director                    August 20, 1999
______________________
Richard A. Aubrecht

/s/ James L. Gray        Director                    August 20, 1999
______________________
James L. Gray


/s/ Joe C. Green         Director                    August 20, 1999
______________________
Joe C. Green


/s/ John D. Hendrick     Director                    August 20, 1999
______________________
John D. Hendrick



<PAGE>
/s/ Kraig H. Kayser      Director                    August 20, 1999
______________________
Kraig H. Kayser


/s/ Robert H. Maskrey    Director                    August 20, 1999
_____________________
Robert H. Maskrey


/s/ Albert F. Myers      Director                    August 20, 1999
_____________________
Albert F. Myers


/s/ Peter P. Poth        Director                    August 20, 1999
_____________________
Peter P. Poth


The Plan Pursuant to the requirements of the Securities Act of 1933, the
Plan has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in East Aurora, New York on
August 20, 1999.


                                   MOOG INC. SAVINGS AND STOCK
                                        OWNERSHIP PLAN


                                   By: /s/ Joe C. Green
                                      _______________________________
                                             Joe C. Green
                                   Member of Administrative Committee

























<PAGE>
                        INDEX TO EXHIBITS


Exhibit

4(a) -    Moog Inc. Savings and Stock Ownership Plan, Restated
          Effective October 1, 1989.

4(b) -    Amendment No. One effective October 1, 1989 to the Moog
          Inc. Savings and Stock Ownership Plan.

4(c) -    Amendment No. Two effective February 1, 1996 to the
          Moog Inc. Savings and Stock Ownership Plan.

4(d) -    Amendment No. Three effective January 1, 1997 to the
          Moog Inc. Savings and Stock Ownership Plan.

4(e) -    Amendment No. Four effective October 1, 1997 to the
          Moog Inc. Savings and Stock Ownership Plan.

5(a) -    Internal Revenue Determination Letters.

5(b) -    Opinion of Phillips, Lytle, Hitchcock, Blaine & Huber
          LLP as to the legality of the shares registered.

23(a)     -    Consent of KPMG, LLP.

23(b)     -    Consent of PricewaterhouseCoopers.

23(c)     -    Consent of PricewaterhouseCoopers LLP.

23(d)     -    Consent of Phillips, Lytle, Hitchcock, Blaine &
               Huber LLP (included in exhibit 5(b)).

24   -    Power of Attorney (included with signature page)
























<PAGE>

                                                     Exhibit 4(a)


MOOG INC.

SAVINGS AND STOCK OWNERSHIP PLAN





Restated Effective October 1, 1989















































<PAGE>
MOOG INC.
SAVINGS AND STOCK OWNERSHIP PLAN

Restated Effective October 1, 1989



TABLE OF CONTENTS


                                                             Page

Article I - DEFINITIONS. . . . . . . . . . . . . . . . . . . .  3

     1.1    "Acquisition Loan. . . . . . . . . . . . . . . . .  3
     1.2    "Administrative Committee. . . . . . . . . . . . .  3
     1.3    "Beneficiary . . . . . . . . . . . . . . . . . . .  3
     1.4    "Board of Directors. . . . . . . . . . . . . . . .  3
     1.5    "Break in Service. . . . . . . . . . . . . . . . .  3
     1.6    "Code. . . . . . . . . . . . . . . . . . . . . . .  4
     1.7    "Compensation. . . . . . . . . . . . . . . . . . .  4
     1.8    "Disability. . . . . . . . . . . . . . . . . . . .  5
     1.9    "Employee. . . . . . . . . . . . . . . . . . . . .  5
     1.10   "Employer. . . . . . . . . . . . . . . . . . . . .  6
     1.11   "Employer Matching Contribution Account. . . . . .  6
     1.12   "Employer Stock. . . . . . . . . . . . . . . . . .  6
     1.13   "Employer Stock Suspense Account . . . . . . . . .  7
     1.14   "Employing Company . . . . . . . . . . . . . . . .  7
     1.15   "Entry Date. . . . . . . . . . . . . . . . . . . .  7
     1.16   "ERISA . . . . . . . . . . . . . . . . . . . . . .  7
     1.17   "ESOP Account. . . . . . . . . . . . . . . . . . .  7
     1.18   "Excused Absence . . . . . . . . . . . . . . . . .  7
     1.19   "Hour of Service . . . . . . . . . . . . . . . . .  9
     1.20   "Investment Committee. . . . . . . . . . . . . . . 11
     1.21   "Investment Manager. . . . . . . . . . . . . . . . 11
     1.22   "Participant . . . . . . . . . . . . . . . . . . . 11
     1.23   "Plan. . . . . . . . . . . . . . . . . . . . . . . 12
     1.24   "Plan Year . . . . . . . . . . . . . . . . . . . . 12
     1.25   "Qualified Participant . . . . . . . . . . . . . . 12
     1.26   "Retirement. . . . . . . . . . . . . . . . . . . . 12
     1.27   "Rollover Account. . . . . . . . . . . . . . . . . 12
     1.28   "Savings Account . . . . . . . . . . . . . . . . . 12
     1.29   "Savings Agreement . . . . . . . . . . . . . . . . 12
     1.30   "Trust Agreement . . . . . . . . . . . . . . . . . 13
     1.31   "Trustee . . . . . . . . . . . . . . . . . . . . . 13
     1.32   "Trust Fund. . . . . . . . . . . . . . . . . . . . 13
     1.33   "Year of Service . . . . . . . . . . . . . . . . . 13
     1.34   "Affiliate . . . . . . . . . . . . . . . . . . . . 14
     1.35   "Highly Compensated Employee . . . . . . . . . . . 15
     1.36   "Valuation Date" . . . . . . . . . . . . . . . . . 15








                               (i)
<PAGE>

Article II - PARTICIPATION AND ENTRY DATE. . . . . . . . . . . 16

     2.1    Initial Eligibility. . . . . . . . . . . . . . . . 16
     2.2    Procedure for and Effect of Admission. . . . . . . 16
     2.3    Breaks in Service; Termination of Employment . . . 17

Article III - CONTRIBUTIONS. . . . . . . . . . . . . . . . . . 18

     3.1    Employer Contributions . . . . . . . . . . . . . . 18
     3.2    Employee Contributions . . . . . . . . . . . . . . 18

Article IV - SAVINGS CONTRIBUTIONS . . . . . . . . . . . . . . 19

     4.1    Amount of Savings Contributions. . . . . . . . . . 19
     4.2    Allocation of Savings Contributions. . . . . . . . 19
     4.3    Timing of Savings Contributions Allocations. . . . 19
     4.4    Requirements Regarding Savings Agreements. . . . . 19

Article V - ESOP CONTRIBUTIONS . . . . . . . . . . . . . . . . 26

     5.1    Amount of ESOP Contributions . . . . . . . . . . . 26
     5.2    Allocation of ESOP Contributions . . . . . . . . . 26
     5.3    Timing of ESOP Contribution Allocations. . . . . . 27

Article VI - EMPLOYER MATCHING CONTRIBUTIONS . . . . . . . . . 28

     6.1    Amount of Employer Matching Contributions. . . . . 28
     6.2    Timing of Employer Matching Contributions. . . . . 28
     6.3    Special Investment Requirement . . . . . . . . . . 28
     6.4    Nondiscrimination Requirement. . . . . . . . . . . 29

Article VII - ROLLOVER CONTRIBUTIONS; VOLUNTARY
                 CONTRIBUTIONS . . . . . . . . . . . . . . . . 32

     7.1    Rollover Contributions . . . . . . . . . . . . . . 32
     7.2    Voluntary Supplemental Savings Contributions . . . 32
     7.3    Voluntary Pension Contributions. . . . . . . . . . 32

Article VIII - ACQUISITION LOANS . . . . . . . . . . . . . . . 34

     8.1    In General . . . . . . . . . . . . . . . . . . . . 34
     8.2    Use of Proceeds. . . . . . . . . . . . . . . . . . 34
     8.3    Purchase of Shares . . . . . . . . . . . . . . . . 34
     8.4    Sole Recourse. . . . . . . . . . . . . . . . . . . 35
     8.5    Loan Terms . . . . . . . . . . . . . . . . . . . . 35
     8.6    Liability for Loan Terms . . . . . . . . . . . . . 35

Article IX - EMPLOYER STOCK SUSPENSE ACCOUNT . . . . . . . . . 37

     9.1    Employer Stock Suspense Account. . . . . . . . . . 37
     9.2    Allocation of Employer Stock . . . . . . . . . . . 37
     9.3    Dividends. . . . . . . . . . . . . . . . . . . . . 38






                              (ii)
<PAGE>

Article X - THE TRUST FUND . . . . . . . . . . . . . . . . . . 39

     10.1   Trust Fund . . . . . . . . . . . . . . . . . . . . 39
     10.2   Investment of ESOP and Employer Matching
              Contributions. . . . . . . . . . . . . . . . . . 39
     10.3   Investment of Other Contributions. . . . . . . . . 42
     10.4   Voting of Allocated Shares . . . . . . . . . . . . 43
     10.5   Voting of Unallocated Shares . . . . . . . . . . . 44
     10.6   Purchase Offers - Allocated Shares . . . . . . . . 44
     10.7   Purchase Offers - Unallocated Shares . . . . . . . 44
     10.8   Trustee's Fiduciary Duties . . . . . . . . . . . . 44
     10.9   Receipt of Cash Upon Sale or Exchange of
              Allocated Shares . . . . . . . . . . . . . . . . 45
     10.10  Receipt of Cash Upon Sale or Exchange of
              Unallocated Shares . . . . . . . . . . . . . . . 45

Article XI - DISTRIBUTION TO PARTICIPANTS. . . . . . . . . . . 47

     11.1   Retirement, Disability or Death. . . . . . . . . . 47
     11.2   Vesting. . . . . . . . . . . . . . . . . . . . . . 49
     11.3   Consents . . . . . . . . . . . . . . . . . . . . . 49
     11.4   Risk of Loss . . . . . . . . . . . . . . . . . . . 50
     11.5   Beneficiaries. . . . . . . . . . . . . . . . . . . 50
     11.6   Termination of Service for Any Other Reason. . . . 51
     11.7   Forms of Distributions . . . . . . . . . . . . . . 52
     11.8   Withdrawals. . . . . . . . . . . . . . . . . . . . 53
     11.9   Rollover Distributions . . . . . . . . . . . . . . 59
     11.10  Limitation on Distribution of Savings
              Contributions. . . . . . . . . . . . . . . . . . 60

Article XII - ADMINISTRATION OF PLAN AND MANAGEMENT OF
                PLAN ASSETS. . . . . . . . . . . . . . . . . . 62

     12.1   Employer Responsibility and Actions. . . . . . . . 62
     12.2   Administrative Committee . . . . . . . . . . . . . 62
     12.3   Delegation of Administrative Committee
              Responsibilities . . . . . . . . . . . . . . . . 63
     12.4   Investment Committee . . . . . . . . . . . . . . . 64
     12.5   Plan Records . . . . . . . . . . . . . . . . . . . 65
     12.6   Dual Capacities. . . . . . . . . . . . . . . . . . 66
     12.7   Payment of Expenses. . . . . . . . . . . . . . . . 66
     12.8   Investment Committee's Fiduciary Duties. . . . . . 66
     12.9   Indemnification of the Committees. . . . . . . . . 67

Article XIII - CLAIMS PROCEDURES . . . . . . . . . . . . . . . 69

     13.1   Applications for Benefits. . . . . . . . . . . . . 69
     13.2   Appeals of Denied Claims for Benefits. . . . . . . 69

Article XIV - AMENDMENT OR TERMINATION . . . . . . . . . . . . 72

     14.1   Exclusive Benefit. . . . . . . . . . . . . . . . . 72
     14.2   Termination. . . . . . . . . . . . . . . . . . . . 72





                              (iii)
<PAGE>
Article XV - MISCELLANEOUS . . . . . . . . . . . . . . . . . . 74

     15.1   Anti-Alienation. . . . . . . . . . . . . . . . . . 74
     15.2   Not a Contract of Employment . . . . . . . . . . . 74
     15.3   Incapacity . . . . . . . . . . . . . . . . . . . . 74
     15.4   Current Address. . . . . . . . . . . . . . . . . . 75

Article XVI - LIMITATIONS. . . . . . . . . . . . . . . . . . . 76

     16.1   In General . . . . . . . . . . . . . . . . . . . . 76
     16.2   Priority . . . . . . . . . . . . . . . . . . . . . 76
     16.3   Special Limitation . . . . . . . . . . . . . . . . 78

Article XVII - MERGERS, CONSOLIDATIONS AND
                 ASSETS OR LIABILITY TRANSFERS . . . . . . . . 79

     17.1   In General . . . . . . . . . . . . . . . . . . . . 79
     17.2   Transfer of Assets and Liabilities from AS
              Savings Plan . . . . . . . . . . . . . . . . . . 79

Article XVIII - REFUND OF CONTRIBUTIONS. . . . . . . . . . . . 81

     18.1   In General . . . . . . . . . . . . . . . . . . . . 81
     18.2   Deductibility. . . . . . . . . . . . . . . . . . . 81
     18.3   Mistake of Fact. . . . . . . . . . . . . . . . . . 81

Article XIX - TOP-HEAVY PROVISIONS . . . . . . . . . . . . . . 82

     19.1   In General . . . . . . . . . . . . . . . . . . . . 82
     19.2   Definitions. . . . . . . . . . . . . . . . . . . . 82
     19.3   Minimum Allocations. . . . . . . . . . . . . . . . 89
     19.4   Top-Heavy Plan Vesting . . . . . . . . . . . . . . 90
     19.5   Change in Top-Heavy Status . . . . . . . . . . . . 90
     19.6   Super Top-Heavy Plan . . . . . . . . . . . . . . . 91

Article XX - TRANSFERRED EMPLOYEE PROVISIONS . . . . . . . . . 92

     20.1   Definitions. . . . . . . . . . . . . . . . . . . . 92
     20.2   Investment of AS Accounts. . . . . . . . . . . . . 94
     20.3   Transferred Employees' AS Accounts and
              Subaccounts. . . . . . . . . . . . . . . . . . . 95
     20.4   Vesting. . . . . . . . . . . . . . . . . . . . . . 95
     20.5   Distributions. . . . . . . . . . . . . . . . . . . 95
     20.6   Withdrawals. . . . . . . . . . . . . . . . . . . .103
     20.7   Participant Loans. . . . . . . . . . . . . . . . .107
     20.8   AlliedSignal Common Stock. . . . . . . . . . . . .110












                              (iv)
<PAGE>
                            MOOG INC.
                SAVINGS AND STOCK OWNERSHIP PLAN


               Restated Effective October 1, 1989

     The Moog Inc. Savings and Stock Ownership Plan was adopted
to amend and restate, effective as of October 1, 1987, and expand
the Moog Inc. Savings and Investment Plan as in effect prior to
such date, primarily by providing Employees with a vehicle
through which to gain a proprietary interest in Moog Inc. through
stock ownership.  As of October 1, 1987, the Plan, as amended and
restated, included an employee stock ownership plan (within the
meaning of Section 4975(e)(7) of the Internal Revenue Code)
which, consisting of Employees' ESOP Accounts and Employer
Matching Contribution Accounts under the Plan, is primarily
invested in the stock of Moog Inc., and provides for the regular
and systematic contributions by the Employer and by the
Employees.

     The Plan was amended and restated in 1991, effective as of
October 1, 1989, to make changes required by the Tax Reform Act
of 1986 and to make certain other changes.  The Plan was
subsequently amended by Amendment No. One effective June 18,
1994.  The Plan is again amended and restated in its entirety,
effective October 1, 1989 (but with certain provisions effective
as of other specified dates) to further conform it to the
provisions of the Tax Reform Act of 1986 and other applicable
legislation, regulations and rulings, and to adopt certain other
amendments.  In general, the Plan as in effect prior to
October 1, 1989 will continue to apply to those individuals who
terminated employment prior to such date except as otherwise
provided by the Plan or under applicable law.

























                              - 1 -
<PAGE>
                            Article I

                           DEFINITIONS

1.1  "Acquisition Loan" shall mean any loan to the Trust,
including a loan from or guaranteed by the Employer, to the
extent that the proceeds of such loan are used to acquire
Employer Stock for the Plan and to the extent that the applicable
requirements of Treasury Regulation 54.4975-7 are met.

1.2  "Administrative Committee" shall mean the administrative
committee appointed by the Board of Directors and acting pursuant
to the provisions of Section 12.2.

1.3  "Beneficiary" shall mean any person designated in writing by
a Participant on a form filed with the Employer to receive
distribution of the Participant's interest under the Plan in the
event of his death; provided, however, in the case of a
Participant who is married at the time of his death, the
Beneficiary of such Participant shall be his surviving spouse
unless such spouse has consented to the Participant's Beneficiary
designation in accordance with Section 205(c)(2) of ERISA.

1.4  "Board of Directors" shall mean the Board of Directors of
Moog Inc., as constituted from time to time.

1.5  "Break in Service" shall mean failure by a Participant to
complete more than five hundred (500) Hours of Service during any
Plan Year.  Any Break in Service shall be deemed to have
commenced on the first day of the Plan Year in which it occurs.
A Break in Service shall not be deemed to have occurred during
any period of Excused Absence if the Employee returns to the
service of the Employer within the time permitted pursuant to the
provisions of this Plan setting forth circumstances of Excused
Absence.

1.6  "Code" shall mean the Internal Revenue Code of 1986, as
amended.

1.7  "Compensation".

     (a)    Compensation means the total remuneration paid to an
Employee for services rendered including (but not limited to)
base pay, overtime pay, shift differential, pay in lieu of
vacation and profit share payments, but excluding severance pay,
reimbursed expenses and other expense allowances, fringe benefits
(cash and noncash), moving expenses, deferred compensation,
welfare benefits and, except as hereinafter provided, any
benefits under the Plan.  Compensation shall be determined prior
to any reduction pursuant to a Participant's election to
voluntarily defer or reduce his compensation under this Plan or
any other employee benefit plan of the Employer generally
available to all levels of Employees of the Employer upon
satisfaction of eligibility requirements.

            (b)     Compensation shall not include any amounts in
excess of


<PAGE>                        - 2 -
               (1)  $200,000 for Plan Years commencing after
            December 31, 1988, and

               (2)  $150,000 for Plan Years commencing after
            December 31, 1993,

as such amounts may be adjusted by the Secretary of the Treasury.

            (c)     In determining the Compensation of a
Participant for purposes of the limitation on Compensation
described in the preceding sentence, the rules of
Section 414(q)(6) of the Code shall apply, except in applying
such rules, the term "family" shall include only the spouse of
the Participant and any lineal descendants of the Participant who
have not attained age 19 before the close of the year.  If as a
result of the application of such rules the adjusted limitation
on Compensation is exceeded, then the limitation shall be
prorated among the affected individuals in proportion to each
such individual's Compensation as determined under this
Section 1.7 prior to the application of this limitation.

1.8  "Disability" shall mean a mental or physical disability
which renders a Participant unable to perform his regular duties
in the employment of the Employer, as determined by the Admini-
strative Committee.  The Administrative Committee may require
medical evidence of any Disability and its determination shall be
conclusive.

1.9  "Employee" shall mean any common law employee employed in
the United States by the Employer.  Any person performing
services for the Employer as a leased employee pursuant to an
agreement with a leasing organization shall for purposes of the
Plan continue to be an employee of such leasing organization, and
not an Employee of the Employer.

     As used herein, "leased employee" means any person (other
than an employee of the Employer) who pursuant to an agreement
between the Employer and any other person ("leasing
organization") has performed services for the Employer (or for
the Employer and related persons determined in accordance with
Section 414(n)(6) of the Code) on a substantially full-time basis
for a period of at least one year, and such services are of a
type historically performed by employees in the business field of
the Employer.  Contributions or benefits provided a leased
employee by the leasing organization which are attributable to
services performed for the Employer shall be treated as provided
by the Employer.

     Service as a leased employee shall be counted as service for
purposes of the eligibility provisions under Article II and the
vesting provisions under Section 11.3, notwithstanding that a
leased employee shall not be eligible to participate in the Plan,
if the leased employee's service is performed for (1) the
Employer, or (2) any Affiliate.



                              - 3 -

<PAGE>

1.10 "Employer" shall mean Moog Inc. and any Affiliate which,
with the approval of the Board of Directors and subject to such
conditions as it may impose, shall be included in this Plan.

1.11 "Employer Matching Contribution Account" shall mean the
account established for a Participant pursuant to Section 6.1.
Amounts credited to a Participant's Employer Matching
Contribution Account shall be 100% vested and nonforfeitable at
all times.

1.12 "Employer Stock" shall mean any class of stock of the
Employer; provided, however, that if stock is acquired with the
proceeds of an Acquisition Loan, such stock must be a qualifying
employer security for purposes of Section 4975(e)(8) of the Code.

1.13 "Employer Stock Suspense Account" shall mean the account or
accounts established under the Plan to hold Employer Stock
acquired with the proceeds of an Acquisition Loan until such
Employer Stock is allocated to Participants' ESOP and/or Employer
Matching Contribution Accounts under the terms of the Plan.

1.14 "Employing Company" shall mean the employer corporation
which pays the particular Employee.

1.15 "Entry Date" shall mean June 1 and December 1 of each year.
Effective on and after June 1, 1993, and except as otherwise
provided in Article II, "Entry Date" shall mean January 1,
April 1, July 1, and October 1 of each year.

1.16 "ERISA" shall mean the Employee Retirement Income Security
Act of 1974, as amended.

1.17 "ESOP Account" shall mean the account established under the
Plan to hold Employer contributions made pursuant to Section 5.1
and allocated pursuant to Section 5.3.

1.18 "Excused Absence" means any of the following:

     (a)    Absence on leave granted by the Employer for any
cause for the period stated in such leave, or, if no period is
stated, then for six (6) months and any extensions that the
Employer may grant in writing.  For the purpose of this
subparagraph (a), the Employer shall give equal treatment to all
Employees in similar circumstances.

     (b)    Absence in any circumstance provided that the
Employee continues to receive his regular compensation from the
Employer.

     (c)    Absence in the armed forces of the United States or
government service in time of war or national emergency.

     (d)    Absence by reason of illness or Disability until such
time as the employment relationship between Employee and Employer
is severed.



                              - 4 -
<PAGE>

     An "Excused Absence" shall cease to be an "Excused Absence"
and shall be deemed a Break in Service as of the later of (1) or
(2):

            (1)     The first day of such absence if the Employee
     fails to return to the service of the Employer-

               (A)  Within five (5) days of expiration of any
            leave of absence referred to in paragraph (a) hereof;

               (B)  At such time as the payment of regular
            compensation is discontinued as referred to in
            paragraph (b) hereof;

               (C)  Within six (6) months after his discharge or
            release from active duty, or, if the Employee does
            not return to service with the Employer within the
            said six (6) months' period by reason of a disability
            incurred while in the armed forces, if he returns to
            service with the Employer upon the termination of
            such Disability as evidenced by release from
            confinement in a military or veterans hospital, or

               (D)  Upon recovery from illness or Disability.
            (The Administrative Committee, after consultation
            with a physician of its choice, shall be the sole
            judge of whether or not recovery from illness or
            Disability has occurred for the purpose of this
            subsection.)

            (2)     The first day of the first Plan Year in which
     the Employee fails to complete more than five hundred (500)
     Hours of Service.

1.19 "Hour of Service" shall mean (a) each hour for which an
Employee is paid or entitled to payment for the performance of
duties for the Employer during the applicable computation period,
(b) each hour for which an Employee is paid or entitled to
payment by the Employer on account of a period of time during
which no duties are performed (irrespective of whether the
employment relationship has terminated) due to vacation, holiday,
illness, incapacity (including Disability), layoff, jury or
military duty, or leave of absence, and (c) each hour for which
back pay, irrespective of mitigation of damages, is either
awarded or agreed to by the Employer.  Notwithstanding the
foregoing, (i) not more than five hundred one (501) Hours of
Service shall be credited to an Employee on account of any single
continuous period during which the Employee performs no duties;
(ii) no credit shall be granted for any period with respect to
which an Employee receives payment or is entitled to payment
under a plan maintained solely for the purpose of complying with
applicable workers' compensation or disability insurance laws;
and (iii) no credit shall be granted for a payment which solely
reimburses an Employee for medical or medically related expenses
incurred by the Employee.  Service rendered at overtime or other



                              - 5 -
<PAGE>

premium rates shall be credited at the rate of one (1) Hour of
Service for each hour worked, regardless of the rate of
compensation in effect with respect to such hour.

     Hours of Service may also be credited solely on the basis of
hours worked or regular time hours, in accordance with the
regulations issued by the Secretary of Labor.

     In determining the number of Hours of Service to be credited
to an Employee, as well as in determining the computation period
to which all Hours of Service should be credited, to the extent
not provided above, the rules set forth in Department of Labor
Regulations 29 CFR Sections 2530.200b-2(b) and (c), which are
hereby incorporated by reference, shall be followed.

     Solely for purposes of determining whether a Break in
Service, as defined in Section 1.5, for participation purposes,
has occurred in a computation period, an individual who is absent
from work for maternity or paternity reasons shall receive credit
for the Hours of Service which would otherwise have been credited
to such individual but for such absence, or in any case in which
such hours cannot be determined, eight (8) Hours of Service per
day of such absence.  For purposes of this paragraph, an absence
from work for maternity or paternity reasons means an absence (i)
by reason of the pregnancy of the individual, (ii) by reason of a
birth of a child of the individual, (iii) by reason of the
placement of a child with the individual in connection with the
adoption of such child by such individual, or (iv) for purposes
of caring for such child for a period beginning immediately
following such birth or placement.  The Hours of Service credited
under this paragraph shall be credited (i) in the computation
period in which the absence begins if the crediting is necessary
to prevent a Break in Service in that period, or (ii) in all
other cases, in the following computation period.  The total
number of Hours of Service required to be treated as completed
for any period referred to in this paragraph shall not exceed 501
hours.

1.20 "Investment Committee" shall mean the committee appointed by
the Board of Directors and acting pursuant to the provisions of
Section 12.4.

1.21 "Investment Manager" shall mean an investment manager or
managers, who satisfy the requirements of Section 3(38) of ERISA,
appointed by the Administrative Committee pursuant to Section
12.3, if any, to manage, acquire and dispose of the assets of the
Plan as specified in such appointment.

1.22 "Participant" shall mean any person who has been or is an
Employee and who has been admitted to participate in the Plan
pursuant to the provisions of Article II.  The term "Participant"
shall include active Participants (those who are currently
eligible to share in Employer contributions to the Plan), retired
Participants (those former Employees presently receiving benefits
under the Plan) and vested Participants (Employees who are no


                              - 6 -

<PAGE>

longer active Participants, former Employees who have incurred
Breaks in Service and, if the Plan is terminated, former active
Participants who remain Employees of the Employer, any of whom
are entitled at some future date to the distribution of benefits
from the Plan).

1.23 "Plan" shall mean the Moog Inc. Savings and Stock Ownership
Plan as from time to time in effect.

1.24 "Plan Year" shall mean the twelve month period beginning
each October 1 and ending each September 30.

1.25 "Qualified Participant" shall mean any Participant who has
attained age 55 and completed at least ten years of participation
in the Plan counting only Years since October 1, 1987 by the
close of the preceding Plan Year.

1.26 "Retirement" shall mean termination of service at or after
age 65, or termination of service at or after age 55 after the
completion of 10 or more Years of Service for the Employer.

1.27 "Rollover Account" shall mean the account established for a
Participant pursuant to Section 7.1.

1.28 "Savings Account" shall mean the account maintained for a
Participant pursuant to Section 4.1 to record contributions on
his behalf by the Employer pursuant to a Savings Agreement, and
adjustments relating thereto.  Amounts credited to a
Participant's Savings Account shall be 100% vested and
nonforfeitable at all times.

1.29 "Savings Agreement" shall mean a written salary reduction
agreement with the Employer which will be applicable to all
payroll periods within a Plan Year.  The terms of any such salary
reduction agreement shall provide that the Participant agrees to
accept a reduction in compensation from the Employer which may be
expressed as a percentage of his Compensation per payroll period
but which shall not exceed 20% of such Compensation, or such
other percentage as the Administrative Committee may, in its
discretion, specify from time to time and shall be subject to the
rules established in Section 4.4.  A Participant may make a
special election, on a written salary reduction agreement
provided for that purpose, to increase or decrease (including
decreasing to 0%) the salary reduction otherwise applicable to
profit share payments from the Employer, subject to applicable
limits and the provisions of the Plan.

1.30 "Trust Agreement" shall mean the Moog Inc. Savings and Stock
Ownership Plan Trust Agreement as from time to time amended.

1.31 "Trustee" shall mean the trustee at any time appointed and
acting as trustee of the Trust Fund.

1.32 "Trust Fund" and "Trust" shall mean all of the assets of the
Plan held by the Trustee (or any nominee thereof) at any time
under the Trust Agreement, as described in Article X.


                              - 7 -
<PAGE>

1.33 "Year of Service" shall have the following meanings when
used in the Plan:

     (a)    When applied to any provisions concerning Employer
contributions, a "Year of Service" shall mean any Plan Year
during any part of which the Employee was a Participant and
during which he or she completed one thousand (1,000) or more
Hours of Service. However, a "Year of Service" will not be
credited for any period of Excused Absence after the Participant
incurs a Break in Service during such absence from the service of
the Employer.

     (b)    For the purposes of paragraph (c) of this
Section 1.33, service with any Affiliate shall be considered
service with the Employer.

     (c)    When applied to the eligibility provisions under
Section 2.1, a "Year of Service" shall mean completion of one
thousand (1,000) or more Hours of Service in the period of twelve
consecutive months commencing on the Employee's most recent date
of employment commencement or completion of one thousand (1,000)
or more Hours of Service in any Plan Year, measured from the Plan
Year commencing coincident with or next following the date on
which the Employee first performs an Hour of Service.

     (d)    For participation and retirement eligibility and
vesting purposes, each Transferred Employee (as defined in
Section 20.1) shall be credited under the Plan with service
credited under the AS Savings Plan (as defined in Section 20.1).

1.34 "Affiliate" shall mean:

     (a)    any corporation that is a member of a controlled
group of corporations (as defined in Code Section 414(b)) of
which the Employer is also a member;

     (b)    any trade or business whether or not incorporated
that is under common control (as defined in Code Section 414c))
with the Employer;

     (c)    any trade or business required to be aggregated with
the Employer in accordance with the affiliated service group
rules under Code Section 414(m); or

     (d)    any other entity required to be aggregated with the
Employer pursuant to Treasury regulations under Code
Section 414(o);

provided, however, that a corporation or other trade or business
shall not be an Affiliate during any period when it was not
related to the Employer within the meaning of this Section 1.34.

1.35 "Highly Compensated Employee" means an Employee who is a
"highly compensated employee" within the meaning of Code
Section 414(q) and Treasury regulations thereunder.  This



                              - 8 -
<PAGE>

definition includes an Employee who is a five-percent owner of
the Employer or any Affiliate (or who is deemed to be a
five-percent owner due to family or other relationships) and an
Employee who is a member of the family of one of the ten most
highly paid Highly Compensated Employees of the Employer and all
Affiliates.  For purposes of this Section 1.35, "family" includes
the spouse, lineal ascendants and descendants of the Employee,
and the spouse of such lineal ascendants and descendants.

1.36 "Valuation Date" means the last day of each month.

1.37 The masculine pronoun wherever used includes the feminine
pronoun.












































                              - 9 -

<PAGE>
                           Article II

                  PARTICIPATION AND ENTRY DATE


2.1  Initial Eligibility.  Every Employee, other than (a) persons
whose terms and conditions of employment are determined by
collective bargaining with a third party and with respect to whom
inclusion in this Plan has not been provided for in the
collective bargaining agreement setting forth those terms and
conditions of employment, (b) any person regularly employed by
the Employer outside of the United States, and (c) any person not
considered a permanent Employee of the Employer (unless such
nonpermanent Employee completes a Year of Service), shall be
eligible to participate in the Plan as of the first day of the
first calendar month coincident with or next following such
Employee's completion of one Year of Service (the "Initial
Eligibility Date") and, if an Employee does not elect to
participate in the Plan pursuant to Section 2.2 as of his Initial
Eligibility Date, he may thereafter so elect to participate in
the Plan as of any subsequent Entry Date.  Notwithstanding the
foregoing, a Transferred Employee (as defined in Section 20.1)
who is credited under the Plan with at least one Year of Service
as of June 18, 1994 shall initially be eligible to participate in
the Plan on June 18, 1994.

2.2  Procedure for and Effect of Admission.  Each Employee who
becomes eligible for admission to participation in this Plan
shall complete a Savings Agreement, and such other forms, and
provide such data, as are reasonably required by the
Administrative Committee as a precondition for such admission.
By becoming a Participant, each Employee shall for all purposes
be deemed conclusively to have assented to the provisions of the
Plan, the corresponding Trust Agreement and to all amendments to
such instruments heretofore or hereafter adopted.

2.3  Breaks in Service; Termination of Employment.  Any
individual who experienced a termination of employment with the
Employer which resulted in a Break in Service shall be eligible
to become a Participant on the first day of the month coincident
with or next following his date of reemployment as an Employee,
provided he had satisfied the requirements of Section 2.1 for
entry as a Participant.  If an individual had satisfied the
service requirements for entry as a Participant, but failed to
become a Participant solely by reason of not being an Employee on
the Entry Date as of which participation would have commenced, he
will be a Participant on the first day of the month coincident
with or next following his recommencement of employment as an
Employee if such employment recommencement occurs prior to a
Break in Service.  Effective for Plan Years beginning before
January 1, 1994, if an individual experiences a Break in Service
after becoming a Participant, but without experiencing a
termination of employment as an Employee, he shall be deemed to
have again become a Participant as of the first day of the first
Plan Year in which he satisfies the one-year service requirements
of Section 2.1 for participation in the Plan.



<PAGE>                       - 10 -
                           Article III

                          CONTRIBUTIONS


3.1  Employer Contributions.  The Employer may make contributions
under the Plan at such times and in such amounts and subject to
the conditions and limitations set forth in Articles IV, V and
VI.  Contributions made to the Plan are conditioned upon the
deductibility of such contributions under the Code.

3.2  Employee Contributions.  Employees may make contributions
under the Plan at such times and in such amounts and subject to
the conditions and limitations set forth in Article VII.











































                             - 11 -

<PAGE>
                           Article IV

                      SAVINGS CONTRIBUTIONS


4.1  Amount of Savings Contributions.  For each Plan Year, the
Employer shall contribute to the Plan an amount equal to the
total amount of contributions to be made by it pursuant to the
Savings Agreements for such Plan Year.

4.2  Allocation of Savings Contributions.  The Employer's
contributions made in accordance with Savings Agreements shall be
allocated to the Savings Accounts of Participants in amounts
equal to the amount of savings deductions agreed to by each
Participant and by which his salary was actually reduced under
his Savings Agreement.

4.3  Timing of Savings Contributions Allocations.  The Employer
will make savings contributions to the Trust Fund on the same
basis that the Participant is paid (e.g., weekly, semimonthly or
monthly); the amount of each savings contribution shall equal the
amount the Employer has agreed to contribute for that payroll
period pursuant to the applicable Savings Agreements.

4.4  Requirements Regarding Savings Agreements.  Savings
Agreements shall be governed by the following:

     (a)    A Savings Agreement shall apply to each payroll
period during which an effective Savings Agreement is on file
with the Employer.

     (b)    In consideration of a Savings Agreement, the Employer
will make a savings contribution to the Participant's Savings
Account on behalf of the Participant for such Plan Year in an
amount equal to the total amount by which the Participant's
Compensation from the Employer was reduced during the Plan Year
pursuant to the Savings Agreement.

     (c)    In no event may the Employer make savings
contributions to a Participant's Savings Account in excess of the
limits of Code section 402(g) (that is, $7,000, as such amount
may be adjusted by the Secretary of the Treasury) for any taxable
year of such Participant.  A Participant may assign to the Plan
any "excess savings contributions" (as hereinafter defined) made
during a taxable year of the Participant by notifying the
Administrative Committee on or before March 1 of his following
taxable year of the amount of the "excess savings contributions"
to be assigned to the Plan.  Notwithstanding any other provision
of the Plan, "excess savings contributions", plus any income and
less any loss allocable thereto, shall be distributed no later
than April 15 to any Participant to whose Savings Account "excess
savings contributions" were assigned for the preceding year and
who claims "excess savings contributions" for such taxable year.
The income or loss allocable to "excess savings contributions" is
the sum of (i) income or loss allocable to the Participant's



                             - 12 -
<PAGE>

Savings Account for the taxable year multiplied by a fraction,
the numerator of which is such Participant's "excess savings
contributions" for the year and the denominator of which is the
Participant's account balance attributable to savings contribu-
tions without regard to any income or loss occurring during such
taxable year, and (ii) ten percent (10%) of the amount determined
under (i), multiplied by the number of whole calendar months
between the end of the Participant's taxable year and the date of
distribution, counting the month of distribution if distribution
occurs after the fifteenth day of such month.  For purposes of
this Section 4.4(c), the term "excess savings contributions"
shall mean those savings contributions that are includible in a
Participant's gross income under Section 402(g) of the Code to
the extent such Participant's savings contributions for a taxable
year exceed the dollar limitation in effect under said Section
402(g).  "Excess savings contributions" shall be treated as
annual additions under the Plan for purposes of Section 16.1,
unless such amounts are distributed no later than the first April
15 following the close of the Participant's taxable year.

     (d)    In the event the Administrative Committee determines
that the Employer's savings contributions made on behalf of
certain Highly Compensated Employees might cause the Plan to fail
to meet the nondiscrimination requirements of Section 401(k) of
the Code, the Employer may reduce the permissible percentages of
savings contributions under the Plan for such Highly Compensated
Employees.  In this regard, the average of the percentages of
Compensation contributed by the Employer for Highly Compensated
Employees for any Plan Year must either be (i) not more than such
average for all other eligible Employees for such Plan Year
multiplied by one and one-quarter (1.25) or (ii) not more than
two (2) percentage points greater than such average for all
eligible Employees for such Plan Year and not more than such
average for all other such eligible Employees for such Year
multiplied by two (2).

     (e)    Notwithstanding any other provision of the Plan,
"excess contributions" (as hereinafter defined), reduced by the
amount of any "excess savings contributions" (as defined in
Section 4.4(c)) previously distributed pursuant to Section 4.4(c)
plus any income and less any losses allocable thereto, shall be
distributed no later than the last day of any Plan Year to
Participants to whose accounts such excess contributions were
allocated for the preceding Plan Year.  Such distributions shall
be made to Highly Compensated Employees on the basis of the
respective portions of the excess contributions attributable to
each of such Employees.  "Excess contributions," including any
amounts recharacterized, shall be treated as annual additions
under the Plan for purposes of Section 16.1.  "Excess contribu-
tions" shall be adjusted for any income or loss up to the date of
distribution.  The income or loss allocable to "excess
contributions" shall be the sum of:  (i) income or loss
applicable to the Participant's Savings Account for the Plan Year
multiplied by a fraction, the numerator of which shall be such
Participant's "excess contributions" for the Plan Year and the



                             - 13 -
<PAGE>

denominator of which shall be the Participant's account balance
attributable to savings contributions without regard to any
income or loss occurring during such Plan Year, and (ii) ten
percent (10%) of the amount determined under (i) multiplied by
the number of whole calendar months between the end of the Plan
Year and the date of distribution, counting the month of
distribution if distribution occurs after the fifteenth day of
such month.  For purposes of this Section 4.4(d), the term
"excess contributions" shall mean, with respect to any Plan Year,
the excess of (i) the aggregate amount of savings contributions
for such Plan Year over (ii) the maximum amount of such
contributions permitted by the test set forth in the second
sentence of Section 4.4(d), determined by reducing such
contributions made on behalf of Highly Compensated Employees in
the order of whose average percentages of Compensation so reduced
was greatest.  In lieu of distributing savings contributions, the
Administrative Committee may on a uniform basis permit Partic-
ipants to elect to treat their "excess contributions", reduced by
the amount of any "excess savings contributions" (as defined in
Section 4.4(c)) previously distributed pursuant to Section
4.4(c), as having been distributed to them and then recontributed
by them to the Plan.  Any such recharacterized amounts shall be
nonforfeitable and subject to the same distribution requirements
as salary contributions.  Any such recharacterization shall occur
no later than two and one-half (2-1/2) months after the last day
of the Plan Year in which such "excess contributions" arose.

     (f)    A Savings Agreement may be amended by a Participant
only once during each quarter of the Plan Year where the purpose
of the amendment is to increase or decrease the amount of such
Participant's Compensation which is subject to salary reduction
during the remainder of such Plan Year.

     (g)    The Employer may revoke its Savings Agreements with
some or all Participants who are Highly Compensated Employees or
amend its Savings Agreements with some or all Highly Compensated
Employees on a uniform basis if it determines that such uniform
revocation or amendment to all Savings Agreements is the most
appropriate means of satisfying the nondiscrimination tests of
Section 401(k) of the Code for any Plan Year.

     (h)    Savings Agreements and amendments to Savings
Agreements shall be effective as of the payroll period ending
after the Savings Agreement or amendment to the Savings Agreement
is executed by the Participant and the Employer or as soon
thereafter as practicable, unless a different effective date is
stated therein and agreed to by the Participant and the Employer.

     (i)    For all periods prior to April 1, 1990, notwith-
standing subsection (f) above, no Savings Agreements or
amendments to Savings Agreements applicable to a given Plan Year
may be entered into during the last quarter of the Plan Year at
the direction of a Participant.





                             - 14 -
<PAGE>

     (j)    Notwithstanding anything in subsection (i) above to
the contrary, the Employer may amend or revoke a Savings
Agreement with any Participant at any time if the Employer
determines that such revocation or amendment is necessary to
insure that contributions due to a Participant's Savings
Agreement will not exceed the limitations of Section 415 of the
Code or to insure that the discrimination tests of Section 401(k)
of the Code are met for any Plan Year, or as the Employer deems
advisable to maintain the tax-qualified status of the Plan.

     (k)    Except as expressly provided above, a Savings
Agreement applicable to any Plan Year, once made, may not be
revoked or amended by the Participant or the Employer.

     (l)    Subject to subsection (f) of this Section 4.4, a
Participant may elect to suspend his Savings Agreement during a
Plan Year.  Such suspension shall be effective in accordance with
uniform rules promulgated by the Administrative Committee.  Any
election to suspend operation of the Savings Agreement shall be
effective until at least the next Entry Date following the
effective date of suspension.





































                             - 15 -
<PAGE>
                            Article V

                       ESOP CONTRIBUTIONS


5.1  Amount of ESOP Contributions.

     (a)    Acquisition Loan.  For each Plan Year in which there
is an outstanding Acquisition Loan, the Employer shall contribute
to the Trust Fund a cash amount sufficient to pay the principal
and interest then due under the terms of any Acquisition Loan
then outstanding after taking into consideration dividends paid
on Employer Stock held in the Employer Stock Suspense Account and
other payments applied to payment of the Acquisition Loan.

     (b)    No Acquisition Loan.  For each Plan Year in which
there is no outstanding Acquisition Loan, the Board of Directors
may, in its sole discretion, direct a contribution to be made
under the Plan by the Employer, in an amount not to exceed the
applicable limitations of the Code.

5.2  Allocation of ESOP Contributions.

     (a)    Acquisition Loan.  For each Plan Year in which the
Employer makes a contribution under the Plan pursuant to Section
5.1(a), all shares of Employer Stock withdrawn from an Employer
Stock Suspense Account during the Plan Year in accordance with
Section 9.2 of the Plan (other than shares allocated to Employer
Matching Contribution Accounts) shall be allocated to each
Participant's ESOP Account for such Plan Year by allocating the
total contribution made by the Employer in the same proportion
that the Participant's Compensation for such Plan Year bears to
the total Compensation of all Participants for such Plan Year.

     (b)    No Acquisition Loan.  For each Plan Year in which the
Employer makes a contribution under the Plan pursuant to Section
5.1(b), such contribution shall be allocated to each Participant
for such Plan Year by allocating the total contribution made by
the Employer in the same proportion that the Participant's
Compensation for such Plan Year bears to the total Compensation
of all Participants for such Plan Year.

5.3  Timing of ESOP Contribution Allocations.

     (a)    Acquisition Loan.  For any Plan Year in which the
Employer makes a contribution under the Plan pursuant to
Section 5.1(a) which is allocable to Participants' ESOP Accounts
pursuant to Section 5.2(a), such allocation shall be made as of
the first day of the calendar month next succeeding the day on
which a principal payment is made on an Acquisition Loan.
Allocations of ESOP contributions pursuant to this Section 5.3(a)
shall be made for all Participants whose service terminated
during such Plan Year on account of Retirement, Disability or
death.




                             - 16 -
<PAGE>

     (b)    No Acquisition Loan.  For any Plan Year in which the
Employer makes a contribution under the Plan pursuant to Section
5.1(b) which is allocable to Participants' ESOP Accounts pursuant
to Section 5.2(b), such allocation shall be made as of the first
day of the calendar month next succeeding the day on which such
contribution is made.  Allocations of ESOP contributions pursuant
to this Section 5.3(b) shall be made for all Participants whose
service terminated during such Plan Year on account of
Retirement, Disability or death.

















































                             - 17 -
<PAGE>
                           Article VI

                 EMPLOYER MATCHING CONTRIBUTIONS


6.1  Amount of Employer Matching Contributions.  For any Plan
Year in which a Participant, pursuant to Section 6.2, directs the
Administrative Committee to instruct the Trustee to invest all or
any portion of any Employer contributions for such Plan Year to
his Savings Account in Employer Stock, the Employer shall make an
additional Employer Matching Contribution equal to twenty-five
percent (25%) of such Participant's contributions directed to be
so invested for such Plan Year.  Any contributions made by the
Employer hereunder shall be in cash or in Employer Stock as
provided in the Trust Agreement, and shall be held in a separate
Employer Matching Contribution Account for his benefit.

6.2  Timing of Employer Matching Contributions.  The
Administrative Committee shall provide the Participants hereunder
with election forms for purposes of Section 6.1 pursuant to
uniform procedures to be adopted thereby.  Employer matching
contributions made pursuant to Section 6.1 will be allocated to
the Participants' Employer Matching Contribution Accounts as soon
as practicable after the aforementioned election procedures have
been complied with.

6.3  Special Investment Requirement.  Where a Participant makes
an election under Section 6.2 which effects an Employer Matching
Contribution pursuant to Section 6.1, the portions of his
accounts invested in Employer Stock pursuant to such election may
not be reinvested in any other investment vehicle or fund under
the Plan, except as otherwise provided in Section 10.2(d).

6.4  Nondiscrimination Requirement.  In the event the
Administrative Committee determines that Employer Matching
Contributions made to the Employer Matching Contribution Accounts
of certain Highly Compensated Employees might cause the Plan to
fail to meet the nondiscrimination requirements of Section 401(m)
of the Code, the Employer shall reduce its Employer Matching
Contributions to the Employer Matching Contribution Accounts of
such Highly Compensated Employees or take any other action
permissible under the law as determined conclusively in the sole
discretion of the Administrative Committee.  In this regard, the
average of the percentages of Employer Matching Contributions
made by the Employer for, and allocated to, each Highly Compen-
sated Employee for any year must not exceed the greater of (i)
one hundred twenty-five percent (125%) of such average for all
eligible Employees for such year or (ii) the lesser of (A) two
hundred percent (200%) of such average for all eligible Employees
for such year or (B) such average for all other eligible Employ-
ees plus two (2) percentage points.

     Notwithstanding any other provision of the Plan, "excess
aggregate contributions" (as hereinafter defined), plus any
income and less any losses allocable thereto, shall be forfeited,



                             - 18 -
<PAGE>

if forfeitable, or if not forfeitable, distributed no later than
the last day of any Plan Year to Participants to whose accounts
such "excess aggregate contributions" were allocated for the
preceding Plan Year.  Such distributions shall be made to, or
such forfeitures shall reduce the accounts of Highly Compensated
Employees on the basis of the respective portions of the "excess
aggregate contributions" attributable to each of such Employees.
"Excess aggregate contributions" shall be adjusted for any income
or loss up to the date of forfeiture or distribution.  The income
or loss allocable to "excess aggregate contributions" shall be
the sum of:  (i) income or loss applicable to the Participant's
Employer Matching Contributions Account for the Plan Year multi-
plied by a fraction, the numerator of which shall be such
Participant's "excess aggregate contributions" for the Plan Year
and the denominator of which shall be the Participant's account
balance attributable to Employer Matching Contributions without
regard to any income or loss occurring during such Plan Year, and
(ii) ten percent (10%) of the amount determined under (i) multi-
plied by the number of whole calendar months between the end of
the Plan Year and the date of distribution, counting the month of
forfeiture or distribution if forfeiture or distribution occurs
after the fifteenth day of such month.  For purposes of this
Section 6.4, the term "excess aggregate contributions" shall
mean, with respect to any Plan Year, the excess of (A) the
aggregate amount of Employer Matching Contributions for such Plan
Year over (B) the maximum amount of such Contributions permitted
by the test set forth in the second sentence of Section 6.4,
determined by reducing such Contributions made by or on behalf of
Highly Compensated Employees in the order of those average
percentages of Employer Matching Contributions which were the
largest.

     In no event shall the nondiscrimination requirements of
Section 401(k) and Section 401(m) of the Code, and the
percentages computed pursuant to the second sentence of Section
4.4(d) and the second sentence of Section 6.4, be determined by
aggregating savings contributions and Employer Matching
Contributions.  The aggregation of contributions provided in
Section 401(m)(9) of the Code and the regulations issued
thereunder shall not be applicable when determining whether the
Plan meets the nondiscrimination requirements of Section 401(k)
and Section 401(m) of the Code.
















                             - 19 -
<PAGE>
                           Article VII

         ROLLOVER CONTRIBUTIONS; VOLUNTARY CONTRIBUTIONS


7.1  Rollover Contributions.  An Employee in the class eligible
to participate in the Plan, regardless of whether he has
satisfied the participation requirements of Article II hereof,
may transfer to the Trust Fund a "qualified total distribution"
or a "qualified partial distribution" (as such terms are defined
in Section 402 of the Code), provided that such distribution is
paid over to the Trustee, in its absolute discretion, under the
conditions and within the time limits established under the Code
so that such distribution and the earnings thereon shall not be
considered as income to the Employee while held in the Trust
Fund, and provided further that, effective January 1, 1993, this
Section 7.1 shall apply to the transfer to the Trust Fund of any
"eligible rollover distribution" (as defined in Section 402 of
the Code).  Such distributed funds shall be held in a separate
Employee Rollover Account for his benefit.

7.2  Voluntary Supplemental Savings Contributions.  Prior to
October 1, 1989, a Participant was permitted to make
nondeductible ("after-tax") voluntary supplemental savings
contributions under the Plan as then in effect.  Such funds and
earnings thereon shall be held in a separate account for the
Participant's benefit.

7.3  Voluntary Pension Contributions.  An Employee who had made
voluntary pension contributions to the Moog Inc. Employees'
Retirement Plan as then in effect was permitted to transfer these
contributions and related earnings to the Plan effective as of
October 1, 1989.  Such funds and earnings thereon shall be held
in a separate account for the Employee's benefit.
























                             - 20 -
<PAGE>
                          Article VIII

                        ACQUISITION LOANS


8.1  In General.  The Trustee is expressly empowered to enter
into Acquisition Loans on behalf of the Plan upon receipt of
instructions to do so from the Investment Committee.  Such Loans
shall be made, whenever practicable, from a bank, an insurance
company, from a corporation actively engaged in the business of
lending money or from a regulated investment company and the
Trust's obligation to repay any such loan and the interest
thereon shall either be guaranteed or assumed by the Employer.
Acquisition Loans may also be made directly from the Employer to
the Trust.

8.2  Use of Proceeds.  The proceeds of any Acquisition Loan shall
be used to purchase Employer Stock.  Such purchases may be made
on the open market, from the Employer or in privately negotiated
transactions.  Notwithstanding the foregoing, the proceeds of any
Acquisition Loan may also be used to repay such loan or to repay
a prior Acquisition Loan, as determined by the Employer.

8.3  Purchase of Shares.  Shares of Employer Stock purchased by
the Trustee from the Employer with the proceeds of any
Acquisition Loan may be authorized but unissued shares of
Employer Stock or shares of such Employer Stock held as treasury
stock.  All shares of Employer Stock purchased by the Trustee
from the Employer (or any "Party in Interest" as such term is
defined in Section 3(14) of ERISA) shall be at a price equal to
the fair market value of such shares as determined by the
Trustee.  The fair market value of Employer Stock shall be its
closing price on an established securities market on the date of
any such purchase provided that such Employer Stock continues to
be listed on such market.  If the Trustee purchases shares of
Employer Stock from the Employer (or from any "Party in Interest"
as such term is defined in Section 3(14) of ERISA), no commis-
sions shall be paid with respect to such purchase.

8.4  Sole Recourse.  In no event shall the terms of any
Acquisition Loan provide or permit recourse of the lender against
the Trust Fund or any assets of the Trust Fund other than the
shares of Employer Stock acquired with the proceeds of such loan
or shares of such Stock used as collateral on a prior Acquisition
Loan repaid with the current Acquisition Loan.  Notwithstanding
the foregoing, shares of Employer Stock allocated to
Participants' Accounts pursuant to the Plan shall no longer be
subject to recourse by the lender under the terms of any
Acquisition Loan.

8.5  Loan Terms.  If an Acquisition Loan is made by the Employer
to the Trust with the proceeds of a "securities acquisition loan"
(as such term is defined in Section 133 of the Code) made by a
third party to the Employer, the terms of such Acquisition Loan
to the Trust shall not be less favorable to the Trust than the
terms obtained by the Employer under such "securities acquisition
loan".


<PAGE>                       - 21 -
8.6  Liability for Loan Terms.  The Employer acknowledges that
the terms of any Acquisition Loan made to the Trust will be
negotiated by the Investment Committee and will be determined
solely on the basis of any third party lender's evaluation of the
Employer as a credit risk.  Consequently, the Administrative
Committee and the Employer will have full fiduciary
responsibility for the terms of any such Acquisition Loan and the
Employer agrees to defend the Trustee at its expense for any
claims arising therefrom and to indemnify the Trustee for any
liability which might result from any such claim.
















































                             - 22 -
<PAGE>
                           Article IX

                 EMPLOYER STOCK SUSPENSE ACCOUNT


9.1  Employer Stock Suspense Account.  All shares of Employer
Stock purchased by the Trust with the proceeds of any Acquisition
Loan shall for Plan purposes be held in a separate Employer Stock
Suspense Account in respect of such Acquisition Loan until paid
for and allocated.

9.2  Allocation of Employer Stock.  Shares of Employer Stock
shall be withdrawn from the Employer Stock Suspense Account and
allocated to a Participant's ESOP and/or Employer Matching
Contribution Account pursuant to applicable Treasury Regulations
and in accordance with the allocation schedule, if any, set forth
in the terms of the Acquisition Loan agreement to which such
shares relate.  Any such allocation schedule shall provide that
such shares shall be withdrawn from the Employer Stock Suspense
Account and shall be allocated over the term of the applicable
Acquisition Loan and shall be either in the ratio that principal
and interest payments made in a Plan Year bear to all anticipated
principal and interest liability under such loan as of the
beginning of such Plan Year or shall be determined solely in the
ratio that principal payments made in a Plan Year bear to
outstanding principal at the beginning of such Plan Year, but
subject to such additional requirements as might be applicable
under regulations of the United States Treasury Department
promulgated under Section 4975 of the Code.

9.3  Dividends.  All dividends paid to the Trustee on shares of
Employer Stock held in a Participant's accounts shall be
reinvested primarily in Employer Stock; provided, however, that
at the direction of the Administrative Committee, such dividends
may be paid in cash to the Participants on whose behalf such
accounts are maintained within 90 days of the applicable dividend
record date.  All dividends paid on shares of Employer Stock held
in an Employer Stock Suspense Account, and any earnings thereon,
shall be used to pay principal and interest on the Acquisition
Loan made to finance the purchase of such shares; except that
dividends which the Trustee determines are not currently needed
to pay principal or interest on such Acquisition Loan may, in the
discretion of the Administrative Committee, be treated as
earnings on Employer Stock previously allocated to Participants
and may be held, invested or distributed pursuant to Section
10.2, as directed by the Administrative Committee.












                             - 23 -
<PAGE>
                            Article X

                         THE TRUST FUND


10.1 Trust Fund.  All contributions made under the Plan shall be
paid to the Trustee from time to time in accordance with the
provisions of the Plan, and the investments thereof, shall,
together with the earnings and income thereon, be held by the
Trustee IN TRUST and invested in accordance with the provisions
of the Trust Agreement for the exclusive benefit of Participants
and their Beneficiaries.  No person shall have any rights to or
interest in the Trust Fund or the specific assets thereof except
as provided in the Plan and the Trust Agreement.

10.2 Investment of ESOP and Employer Matching Contributions.

     (a)    In General.  The Trustee shall invest and reinvest
the Participants' ESOP Accounts and Employer Matching
Contribution Accounts primarily in Employer Stock.  Any cash
contributed by the Employer to the Trust Fund for such Accounts,
other than cash contributed for the payment of principal and
interest currently due under the terms of an Acquisition Loan,
and all dividends received by the Trustee with respect to
Employer Stock in the Trust Fund not held in an Employer Stock
Suspense Account shall be used to purchase shares of Employer
Stock or shall be otherwise invested as the Trustee shall
determine or, pursuant to a Participant's instructions, in
Employer Stock; except that dividends received in respect of
shares of Employer Stock allocated to Participants' Accounts may,
at the direction of the Administrative Committee, be paid in cash
to such Participants within 90 days of the applicable dividend
record date.

     (b)    Purchases of Employer Stock.  Shares of Employer
Stock contributed by or purchased from the Employer may be
authorized but unissued shares of such Stock or shares of such
Stock held as treasury stock.  Any purchases of Employer Stock
may be made on the open market, from the Employer or in privately
negotiated transactions.  All purchases of Employer Stock by the
Trustee from the Employer shall be made at a price equal to the
fair market value of such Employer Stock as determined by the
Trustee.  The fair market value of Employer Stock shall be its
closing price on an established securities market on the date of
any such purchase provided that such Employer Stock continues to
be listed on such market.

     (c)    Temporary Investments.  Pending investment of the
Participants' ESOP and Employer Matching Contribution Accounts in
Employer Stock, the Trustee may invest any cash held therein in
short-term obligations of the United States Government or
agencies thereof or in other types of short-term investments,
including commercial paper (other than obligations of the
Employer or its affiliates) and money market mutual funds, and
commingled funds for the short-term investment of cash maintained



                             - 24 -
<PAGE>

by the Trustee.  In the event the Trustee finds it necessary to
dispose of any Employer Stock under circumstances which require
registration or qualification under Federal or state securities
laws, the Employer, at its expense, will take or cause to be
taken any and all such actions as may be necessary or appropriate
to comply with such laws.

     (d)    ESOP Diversification.  Notwithstanding the foregoing
and Section 6.3, commencing in the Plan Year which is no later
than ten years after October 1, 1987 and in each Plan Year
thereafter the Plan will make available to Qualified Participants
alternative investment options with respect to the investment of
their ESOP and/or Employer Matching Contribution Accounts
consistent with United States Treasury Department Regulations.
Such investment options may include one or more of the investment
funds established pursuant to Section 10.3.  During the first 90
days of the Plan Year immediately following the Plan Year in
which a Participant has become a Qualified Participant, he may
elect to transfer up to 25% of the amount to the credit of his
ESOP and/or Employer Matching Contribution Account as of the
close of the Plan Year preceding such election into one or more
of the alternative investment funds then available under the
Plan.  During the first 90 days of the second, third, fourth,
fifth and sixth Plan Years immediately following the Plan Year in
which a Participant has become a Qualified Participant, he may
make the same election as provided in the preceding sentence
except that the 25% maximum shall be reduced by whatever
percentage or percentages of his ESOP and/or Employer Matching
Contribution Account have been transferred pursuant to a prior
election; provided, however, that in the sixth such Plan Year the
maximum percentage of his account which may be so transferred
shall be 50% reduced by the total percentage previously elected.
In the event the Plan does not make alternative investment
options available to Qualified Participants as above provided,
Qualified Participants shall have the right to elect current
distributions of their ESOP and/or Employer Matching Contribution
Accounts in lieu of and to the same extent and in the same manner
as the elective investment transfers provided above.

10.3 Investment of Other Contributions.

     (a)    In General.  All contributions made under the Plan
except for those specified in Section 10.2 shall be paid over to
the Trustee and, pursuant to each Participant's instructions,
shall be invested and reinvested by the Trustee or by an
Investment Manager appointed by the Administrative Committee in
one or more investment funds established from time to time by the
Administrative Committee.  Requirements for the timing and
frequency of and any limitations regarding investment election
changes shall be established from time to time by the
Administrative Committee.

     (b)    Investment in Employer Stock.  For the purpose of
investing contributions pursuant to this Section 10.3, the
Trustee shall establish investment funds to be invested solely in



                             - 25 -
<PAGE>

Employer Stock (collectively, the "Employer Stock Investment
Fund").  This Employer Stock Investment Fund shall be used for
purposes of the Participant investment elections relating to the
contributions provided for under Articles IV and VII.  For
purposes of obtaining the Employer Stock to be used in such
Employer Stock Investment Fund, purchases of Employer Stock may
be made on the open market, from the Employer or in privately
negotiated transactions (as provided in Section 10.2(b)), or the
Administrative Committee may direct the Trustee to purchase the
Employer Stock from the Plan for its then fair market value.  The
proceeds of any such sale by the Plan shall be used by the
Trustee to repay the Acquisition Loan.  In such event, the
Employer Stock purchased from the Employer Stock Suspense Account
will be allocated to the appropriate Employer Stock Investment
Fund for purposes of the Employees' Savings Account.  Participant
investments in Employer Stock pursuant to this Section 10.3 may
not be reinvested in any other investment vehicle or fund under
the Plan.

10.4 Voting of Allocated Shares.  Employer Stock held by the
Trustee and allocated to Participants' Accounts shall be voted by
the Trustee at each annual meeting and at each special meeting of
stockholders of the Employer as directed by the Participant (or
his Beneficiary) to whose Account such Employer Stock is
credited.  Fractional shares shall be aggregated for this
purpose.  The Employer shall cause each Participant (or his
Beneficiary) to be provided with a copy of a notice of each such
stockholder meeting and the proxy statement of the Employer,
together with the appropriate form for indicating his voting
instructions.  If instructions are not timely received by the
Trustee with respect to any such Employer Stock, the Trustee
shall vote the uninstructed Employer Stock as directed by the
Investment Committee.

10.5 Voting of Unallocated Shares.  Employer Stock held by the
Trustee in an Employer Stock Suspense Account shall be voted by
the Trustee as directed by the Investment Committee.

10.6 Purchase Offers - Allocated Shares.  Each Participant or his
Beneficiary shall have the right to direct the Trustee as to the
manner in which to respond to any tender, exchange or purchase
offer, or any matter related thereto, with respect to Employer
Stock credited to his Account.  The Trustee will endeavor to
distribute or cause to be distributed to each such Participant or
Beneficiary all written materials received by the Trustee as
record owner of Employer Stock pertaining to any such offer and
shall provide forms for giving such directions.  A Participant or
Beneficiary may at any time revoke or change any such direction
upon submission to the Trustee of a timely new direction.  If
Participant or Beneficiary directions are not timely received by
the Trustee with respect to any such Employer Stock, the Trustee
shall accept or reject the offer with respect to such
uninstructed Employer Stock as directed by the Investment
Committee.




                             - 26 -
<PAGE>
10.7 Purchase Offers - Unallocated Shares.  The Trustee shall
accept or reject any such tender, exchange or purchase offer with
respect to Employer Stock held by the Trustee in an Employer
Stock Suspense Account as directed by the Investment Committee.

10.8 Trustee's Fiduciary Duties.  The Trustee shall discharge its
duties with respect to Employer Stock solely in the interests of
the Participants and Beneficiaries of the Plan and in accordance
with the fiduciary requirements of ERISA.  The Trustee is
authorized to engage independent advisors, consultants, counsel
and experts in furtherance of its duties and responsibilities
hereunder.

10.9 Receipt of Cash Upon Sale or Exchange of Allocated Shares.
If any Employer Stock allocated to Participants' Accounts is sold
or exchanged in a tender, exchange or purchase offer or in a
transaction relating thereto or following any such offer or in a
similar transaction, including a merger or reorganization of the
Employer in which the stockholders of the Employer receive cash
or non-equity securities, the cash or securities received in ex-
change therefor shall be held in a separate investment fund in
the Trust Fund for the Accounts of the Participants and
Beneficiaries in respect of whose interests in Employer Stock
were sold or exchanged.  Any cash shall be invested in short-term
investments pending amendment of the Plan and Trust to provide
for the future investment of same or the termination of the Plan
and Trust.

10.10 Receipt of Cash Upon Sale or Exchange of Unallocated
Shares.  If any Employer Stock held in an Employer Stock Suspense
Account is sold or exchanged in a tender, exchange or purchase
offer or in a transaction relating thereto or following any such
offer or in a similar transaction, including a merger or
reorganization of the Employer in which the stockholders of the
Employer receive cash or non-equity securities, or any such
Employer Stock is allocated to any other Account established
under the Plan, any cash received therefor shall be used to pay
principal and interest under outstanding Acquisition Loans and
any securities received therefor shall be sold by the Trustee as
soon as practicable and the cash proceeds thereof shall be used
for the same purpose.  If after the repayment of all amounts of
principal and interest owed under all Acquisition Loans there
remains any excess amount in such Employer Stock Suspense
Account, such excess amount shall be allocated to Participants'
and Beneficiaries' Accounts in the ratio that the value of each
such Account as of the last day of the calendar month immediately
preceding such allocation bears to the total value of all such
Accounts as of the same date.  In the event any Employer Stock
held in an Employer Stock Suspense Account is sold or exchanged
pursuant to this Section 10.10, all Accounts of Participants and
Beneficiaries under the Plan and Trust shall immediately become
100% vested and nonforfeitable.






                             - 27 -
<PAGE>

                           Article XI

                  DISTRIBUTION TO PARTICIPANTS


11.1  Retirement, Disability or Death.

      (a)   In General.  If a Participant's service is terminated
by Retirement, Disability, lay-off or death, the amount to the
credit of his Accounts as of the Valuation Date coinciding with
or next following such termination shall be distributed to him,
if living, or to his designated Beneficiary if he is then dead,
in a lump sum within sixty (60) days following such Valuation
Date or as soon thereafter as practicable, but in no event later
than the April 1st of the calendar year following the calendar
year in which he attains age 70-1/2, as required pursuant to
subsection (b) below.  The Participant's share of the subsequent
Employer contributions, if any, for the year of Retirement,
Disability or death shall either be distributed within ninety
(90) days following the end of such year or as soon thereafter as
practicable to him or to his designated Beneficiary or estate.
Notwithstanding the foregoing, unless a Participant elects
otherwise, the amount to the credit of his Accounts shall be
distributed to him no later than sixty (60) days after the latest
of the close of the Plan Year in which (i) he attains age 65,
(ii) occurs the tenth (10th) anniversary of the year he commenced
participation in the Plan or (iii) he terminates his service with
the Employer.

      (b)   Required In-Service Distributions.

            (i)     The payment of the amount to the credit of a
Participant's accounts shall commence not later than the April 1
next following the calendar year in which he attains age 70-1/2.

            (ii)    Notwithstanding anything to the contrary
contained in clause (i) above, the payment of the amount to the
credit of a Participant's accounts, where such Participant
attained age 70-1/2 prior to January 1, 1988 and is still an
Employee as of the April 1 next following the calendar year in
which he attains age 70-1/2, shall commence not later than the
April 1 of the calendar year following the calendar year in which
he retires.

            The payment of the amount to the credit of a
Participant's accounts, where such Participant attained age
70-1/2 during the 1988 calendar year and was still an Employee as
of January 1, 1988, shall commence not later than April 1, 1990.

            (iii)   The minimum annual distribution required
under clause (ii) above shall be equal to an amount determined by
dividing the value of the Participant's accounts as of the last
business day in the previous calendar year by whichever of the
following life expectancies is selected by the Participant:




                             - 28 -
<PAGE>

               (A)  the Participant's life expectancy; or

               (B)  the joint life and last survivor expectancy
      of the Participant and his Beneficiary.

            (iv)    The commencement of a Participant's minimum
required distributions under clauses (ii) and (iii) above shall
not affect his ability to make Employee contributions or to
receive allocations of Employer contributions.

            (v)     For purposes of this subsection (b), the life
expectancy of a Participant and a Participant's spouse may be
redetermined, but not more frequently than annually, and in
accordance with such rules as may be prescribed by Treasury
Regulations.  Further, life expectancy and joint and last
survivor expectancy shall be computed using the return multiples
of Treasury Regulation Section 1.72-9.

            (vi)    Regardless of the form of payment, all
distributions shall comply with Section 401(a)(9) of the Code and
the Treasury Regulations thereunder, including the minimum
distribution incidental death benefit requirement of Section
401(a)(9)(G) of the Code and the Treasury Regulations thereunder,
and such provisions shall override any Plan provisions otherwise
inconsistent therewith.

11.2  Vesting.  All amounts to the credit of a Participant's
accounts under this Plan shall be 100% vested and nonforfeitable
at all times.

11.3  Consents.  If the amount to the credit of a Participant's
accounts exceeds $3,500 and becomes distributable to him on an
immediate lump sum basis pursuant to Section 11.1, no such
distribution shall be made to him unless he consents in writing
to same.  Failure to give such consent shall be deemed to be an
election to have the amount to the credit of his accounts
distributed in a lump sum after the Valuation Date coinciding
with or next following the date on which he attains age 70-1/2 or
on which the Administrative Committee receives notice of his
death or on which he gives such consent, whichever is the
earliest; provided, however, that if the Participant's
Beneficiary is his surviving spouse, the Participant's surviving
spouse may defer distribution after the Participant's death until
the last day of the month in which he would have attained age 70-
1/2.

      For purposes of determining whether the value of a
Participant's accounts does not exceed $3,500, the combined value
of the Participant's AS Savings Plan Account (as defined in
Section 20.1) and his other accounts under the Plan shall be
considered.

11.4  Risk of Loss.  If the amount to the credit of a Parti-
cipant's Accounts is distributable to him on a deferred basis as
provided above, his Accounts shall remain invested in the Trust



                             - 29 -
<PAGE>

Fund pursuant to his instructions, subject to periodic
revaluation and the consequent risk of loss.

11.5  Beneficiaries.  Designation of Beneficiaries must be made
in writing and filed with the Employer in such form and manner as
the Administrative Committee from time to time may determine, and
Beneficiaries may be changed at any time prior to the death of
the Participant in the same manner.  Any Beneficiary designation
made by a married Participant shall be ineffective unless his
spouse is the designated Beneficiary or consents to such
designation in accordance with Section 205(c)(2)(A) of ERISA.
Any Beneficiary designation made by an unmarried Participant who
subsequently marries or by a married Participant who subsequently
remarries shall be ineffective unless his spouse or new spouse,
respectively, is such Beneficiary or consents to such designation
in accordance with Section 205(c)(2)(A) of ERISA.  In the event
that the Participant fails to designate a Beneficiary to receive
a benefit that becomes payable pursuant to the provisions of this
Article XI, or in the event that the Participant is predeceased
by all designated primary and contingent Beneficiaries, his
accounts shall be payable to the following classes of takers,
each class to take to the exclusion of all subsequent classes,
and all members of each class to share equally:

            (i)     Surviving spouse;

            (ii)    Lineal descendants (including adopted
      children and stepchildren), per stirpes;

            (iii)   Surviving Parents; or

            (iv)    Participant's estate.

11.6  Termination of Service for Any Other Reason.  If a
Participant's service is terminated for any reason other than
Retirement, Disability, lay-off or death, the amount to the
credit of his accounts as of the Valuation Date coinciding with
or next following such termination shall be distributed to him as
soon thereafter as practicable; provided, however, that no lump
sum distribution shall be made to a Participant unless he
consents in writing to such distribution or unless the amount of
such distribution which is attributable to the then value of his
accounts does not exceed $3,500.  If any such Participant refuses
to consent to a lump sum distribution, the amount to the credit
of his accounts shall remain in the Trust Fund subject to
periodic revaluation and the risk of loss provisions of
Section 11.4, and will be distributed in accordance with
Section 11.3.

11.7  Forms of Distributions. All distributions from the Plan
shall be in cash; provided, however, the Administrative Committee
in its sole discretion may direct distribution of a Participant's
ESOP and/or Employer Matching Contribution Accounts in whole
shares of Employer Stock and cash in lieu of fractional shares.
Notwithstanding the foregoing, each Participant (or his



                             - 30 -
<PAGE>

Beneficiary) shall have the right to demand distribution of his
ESOP and/or Employer Matching Contribution Accounts in whole
shares of Employer Stock and cash in lieu of fractional shares,
except to the extent shares allocated to his accounts have been
sold or exchanged pursuant to Article X.  The Employer shall
advise each Participant (or Beneficiary) of his right to demand
distribution of his ESOP and/or Employer Matching Contribution
Account in such Employer Stock and shall provide an election form
for exercising such distribution right.  Such election form must
be completed, signed and returned to the Employer prior to the
distribution date of the Participant's ESOP and/or Employer
Matching Contribution Account (or the commencement date of
installments, if applicable) and shall be ineffective thereafter.
To the extent then permissible under applicable law, if a Par-
ticipant receives an offer to purchase his shares of Employer
Stock received by him under the Plan, both the Employer and the
Plan must first be notified in writing of such Participant's
receipt of the offer and intent to sell such shares pursuant to
the offer and the Employer and the Plan will then have 14 days to
purchase the shares from the Participant for the greater of the
offered price or the fair market value of the shares on the date
of purchase.  The Trustee may also require that a Participant (or
Beneficiary) demanding distribution of his ESOP and/or Employer
Matching Contribution Account in shares of Employer Stock give a
representation in writing that he is acquiring such shares for
investment, and not for redistribution thereof, and that the
certificate or certificates evidencing such shares be
appropriately legended to show that such shares may be subject to
restrictions on resale under the Securities Act of 1933 and the
Employer's right of first refusal, if applicable.

11.8  Withdrawals.

      (a)   In General.  A Participant may not withdraw any
amounts from his accounts prior to the earliest to occur of the
Participant's Retirement, attainment of age 59-1/2, Disability,
death, separation from service with the Employer or, for purposes
of a withdrawal from a Participant's Savings Account, upon
demonstration of financial hardship.

      (b)   Amounts and Timing of Withdrawals.

            (1)     Any Participant who prior to October 1, 1989
made nondeductible voluntary supplemental savings contributions
(as described in Section 7.2) or voluntary pension contributions
(as described in Section 7.3) under the Plan as then in effect
(see Section 7.2) or who effective as of October 1, 1989
transferred voluntary pension contributions to the Plan (see
Section 7.3) may, upon written notice filed with the
Administrative Committee, have paid to him all or any portion of
the aggregate amounts so contributed plus any earnings and less
any losses thereon (except for amounts subject to Section 6.3 or
Section 10.3(b)) reduced by the amount of any prior withdrawals.





                             - 31 -
<PAGE>

            (2)     Any Participant who has attained age 59-1/2
and who has Rollover Contributions (as described in Section 7.1)
or on whose behalf the Employer has made Savings Contributions
pursuant to a Savings Agreement may, upon written notice filed
with the Administrative Committee, have paid to him all or any
portion of such contributions (except for amounts subject to
Section 6.3 or Section 10.3(b)).

            (3)     Any Participant who has Rollover
Contributions (as described in Section 7.1) or on whose behalf
the Employer has made Savings Contributions pursuant to a Savings
Agreement may, upon written notice filed with the Administrative
Committee, have paid to him all or any portion of such
contributions (but, for withdrawals by Participants who have not
attained age 59-1/2, not including any earnings thereon) as the
Administrative Committee determines to be needed for reasons of
the Participant's financial hardship; provided, however, that the
minimum financial hardship withdrawal is $1,000 and only one such
withdrawal may be made by the Participant during each Plan Year.

            (4)     After receipt of written notice requesting a
withdrawal, or after approval of a hardship withdrawal request,
the Administrative Committee shall promptly deliver it to the
Trustee.  Any such withdrawals shall be effective as of Valuation
Date coinciding with or next following the filing of the
withdrawal notice (or the approval of a hardship withdrawal
request).  After receipt of any such notice from the Admin-
istrative Committee, the Trustee shall distribute the appropriate
amount to the Participant within sixty (60) days following such
Valuation Date or as soon thereafter as practicable.

            (5)     Withdrawals will be according to the order in
which Sections 11.8(b)(1) through 11.8(b)(3) are presented, as
the amounts described in each successive provision are exhausted;
provided, however, that withdrawal of any amounts from the Plan
shall be satisfied by withdrawing from the Participant's AS
Account, in accordance with Section 20.6, before withdrawing any
amounts from his or her other accounts under the Plan.

            (6)     Notwithstanding the foregoing, any withdrawal
by a Transferred Employee (as defined in Section 20.1) who has an
outstanding participant loan transferred to the Plan from the AS
Saving Plan (as defined in Section 20.1) shall not be greater
than the amount which will cause the combined value of his AS
Account (as defined in Section 20.1) and his other accounts under
the Plan to be twice the outstanding principal balance of the
loan and all accrued interest thereon.

      (c)   Financial Hardship Withdrawals.  A distribution from
a Participant's Savings Account shall be considered a
distribution due to hardship (a "hardship distribution") if it is
on account of:  (1) an immediate and heavy financial need of the
Participant (including any additional amounts necessary to pay
any federal, state and/or local income taxes and/or penalties
reasonably anticipated to result from the hardship distribution),



                             - 32 -
<PAGE>

and (2) the distribution is necessary to satisfy such financial
need.  The Administrative Committee may determine that a
distribution shall be considered a hardship distribution if it is
requested on account of:

            (i)     medical expenses described in Section 213(d)
      of the Code incurred by the Participant, his spouse or
      dependents (as defined in Section 152 of the Code) or
      necessary expenses for those persons to obtain medical
      care described in Section 213(d) of the Code,

            (ii)    payment of tuition and related educational
      fees and room and board expenses for the next 12 months of
      post-secondary education for the Participant, his spouse,
      child or dependent,

            (iii)   the purchase of the Participant's principal
      residence (excluding mortgage payments),

            (iv)    the need to prevent the eviction of the
      Participant from his principal residence or foreclosure on
      the mortgage of his principal residence,

            (v)     such other needs as shall be officially
      recognized by the Internal Revenue Service as giving rise
      to an immediate and heavy financial need for purposes of
      Section 401(k) of the Code, or

            (vi)    such other unexpected or unusual expenses
      creating an immediate and heavy financial need for which
      withdrawal is permitted under Section 401(k) of the Code,
      as determined by the Administrative Committee on the basis
      of facts and circumstances presented to the Administrative
      Committee.

      A hardship distribution shall be deemed to be necessary to
satisfy an immediate and heavy financial need of a Participant
if:
            (A)     the distribution does not exceed the amount
      of the Participant's immediate and heavy financial need,

            (B)     the Participant has received all distribu-
      tions, exclusive of hardship distributions, and all non-
      taxable loans available under each qualified plan main-
      tained by the Employer,

            (C)     the Participant's savings contributions under
      Article IV of the Plan and any elective contributions and
      employee contributions under any other qualified or non-
      qualified plan of deferred compensation maintained by the
      Employer are suspended for the 12 month period commencing
      on the date immediately following receipt of the hardship
      distribution, and





                             - 33 -
<PAGE>
            (D)     for the calendar year immediately following
      the calendar year of the hardship distribution, the
      Participant may not have savings contributions made on his
      behalf under Article IV of the Plan, and any elective
      contributions made under any other qualified or non-
      qualified plan of deferred compensation maintained by the
      Employer, in excess of the dollar limitation on savings
      contributions referred to in Section 4.4(c) of the Plan
      for such next following calendar year reduced by the
      amount of the Participant's savings contributions for the
      calendar year in which the hardship distribution was made.

      In no event may a hardship distribution be made to the
extent that the amount requested exceeds the amount required to
satisfy the Participant's financial need or to the extent such
need may be satisfied through the use of other resources
reasonably available to the Participant.  To demonstrate such
necessity, the Participant must certify to the Administrative
Committee that the financial need cannot be satisfied:

            (I)     Through reimbursement or compensation by in-
      surance or otherwise,

            (II)    By reasonable liquidation of the Partici-
      pant's assets, to the extent such liquidation would not
      itself cause an immediate and heavy financial need,

            (III)   By cessation of savings contributions under
      Article IV of the Plan, or

            (IV)    By distributions or nontaxable (at the time
      of the loan) loans from other plans maintained by the
      Employer or any other employer, or by borrowing from com-
      mercial sources on reasonable commercial terms, to the
      extent such action would not cause or increase an
      immediate and heavy financial need.

For purposes of the above, the Participant's resources shall be
deemed to include the assets of his spouse and minor children
that are reasonably available to the Participant.

      In the event that a hardship distribution is made to a
Participant, such Participant's savings contributions under
Article IV of the Plan shall be suspended for a period of 12
months.

      No hardship distributions will be permitted with respect
to amounts in a Participant's Savings Account which are
attributable to post December 31, 1988 earnings.

11.9  Rollover Distributions.  Notwithstanding any provision of
the Plan to the contrary that would otherwise limit a
distributee's election under this Section 11.9, a distributee may
elect, at the time and in the manner prescribed by the
Administrative Committee, to have any portion of an eligible
rollover distribution paid directly to an eligible retirement
plan specified by the distributee in a direct rollover.


<PAGE>                       - 34 -

      An eligible rollover distribution is a distribution of all
or any portion of the balance to the credit of the distributee,
except that an eligible rollover distribution does not include:
any distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for
the life (or life expectancy) of the distributee or the joint
lives (or the joint life expectancies) of the distributee and the
distributee's designated beneficiary, or for a specified period
of ten years or more; any distribution to the extent such
distribution is required under Section 401(a)(9) of the Code; and
the portion of any distribution that is not includible in gross
income (determined without regard to the exclusion for net
unrealized appreciation with respect to employer securities).

      An eligible retirement plan is an individual retirement
account described in Section 408(a) of the Code, an individual
retirement annuity described in Section 408(b) of the Code, an
annuity plan described in Section 403(a) of the Code, or a
qualified trust described in Section 401(a) of the Code, that
accepts the distributee's eligible rollover distribution.
However, in the case of an eligible rollover distribution to the
surviving spouse, an eligible retirement plan is an individual
retirement account or individual retirement annuity.

      A distributee is an Employee or former Employee.  In
addition, the Employee's or former Employee's surviving spouse
and the Employee's or former Employee's spouse or former spouse
who is the alternate payee under a qualified domestic relations
order, as defined in Section 414(p) of the Code, are distributees
with regard to the interest of the spouse or former spouse.

      A direct rollover is a payment by the Plan to the eligible
retirement plan specified by the distributee.

      If a distributee does not make a direct rollover election
under this Section 11.9 with respect to an eligible rollover
distribution, such distribution shall be subject to withholding
as required under Section 3405(c) of the Code.

      In the event that the provisions of this Section 11.9 or
any part thereof cease to be required by law as a result of
subsequent legislation or otherwise, this Section 11.9 or
applicable part thereof shall be ineffective without necessity of
further amendment of the Plan.

11.10 Limitation on Distribution of Savings Contributions.
Savings contributions and any income allocable to such amounts,
shall not be distributable earlier than the Participant's
Retirement, death, Disability or hardship withdrawal.  Such
amounts may also be distributed, pursuant to Section 401(k)(10)
of the Code and solely in the form of a "lump sum distribution,"
as defined in Section 401(k)(10)(B)(ii) of the Code, upon:






                             - 35 -
<PAGE>
            (a)     termination of the Plan without the
      establishment or maintenance of another defined
      contribution plan (other than an "employee stock ownership
      plan," as defined in Section 4975(e)(7) of the Code) by
      the Employer,

            (b)     the disposition by the Employer of at least
      eighty-five percent (85%) of the assets used by the
      Employer in a trade or business thereof, to a corporation
      not required after such disposition to be aggregated with
      the Employer pursuant to Sections 414(b), (c), (m) or (o)
      of the Code, where the Employer continues to maintain the
      Plan after such disposition, and solely with respect to
      Employees who, subsequent to such disposition, continue
      employment with the corporation acquiring such assets, or

            (c)     the disposition by the Employer of the
      Employer's interest in a subsidiary, to an entity not
      required after such disposition to be aggregated with the
      Employer pursuant to Sections 414(b), (c), (m) or (o) of
      the Code, where the Employer continues to maintain the
      Plan after such disposition, and solely with respect to
      Employees who, subsequent to such disposition, continue
      employment with such subsidiary.


































                             - 36 -
<PAGE>
                           Article XII

      ADMINISTRATION OF PLAN AND MANAGEMENT OF PLAN ASSETS


12.1  Employer Responsibility and Actions.  The Employer accepts
responsibility as a named fiduciary of the Plan with respect to
the selection, retention and replacement of the Trustee of the
Trust Fund, the selection, retention or replacement of the
members of the Administrative Committee and the Investment
Committee, the mandatory investments in Employer Stock, and for
the review of the performance of the fiduciary duties and
responsibilities vested in such Trustee and such Committees under
the Plan and Trust.  The Employer shall act by resolution of its
Board of Directors.  Such action shall be evidenced by written
resolution certified in writing by the Secretary or Assistant
Secretary of the Employer or by two members of such Board that
such was duly approved and adopted by the Board.

12.2  Administrative Committee.  The Administrative Committee
shall consist of not less than 3 nor more than 5 members to be
selected by the Board of Directors and a majority of whom shall
be officers of the Employer.  The Administrative Committee shall
have primary discretionary responsibility and authority for the
administration of the Plan (except for the duties relegated to
the Investment Committee under Section 12.4), including the power
and authority to (i) interpret the Plan's provisions and
interpret ambiguities therein; (ii) authorize distributions from
the Trust Fund; (iii) establish and enforce such rules and
regulations as they shall deem proper for the efficient
administration of the Plan; (iv) determine the amount of benefits
which shall be payable to any person in accordance with the
provisions of the Plan; (v) appoint an Investment Manager for
purposes of Section 12.3; (vi) establish investment funds for
investing the assets held under the Trust Fund; (vii) establish
benefit claim procedures for purposes of Article XIV; (viii) con-
sider and decide conclusively appeals by any claimant in
accordance with an appeals procedure established by the
Administrative Committee pursuant to Article XIV; (ix) determine
the existence of financial hardship for purposes of Section
11.8(c); and (x) maintain records of Participant investment fund
elections, communicate same to the Trustee and authorize the
payment of benefits from the Trust Fund.  The Administrative
Committee shall have the authority to engage independent counsel
and consultants and to compensate them out of Plan assets.  The
Administrative Committee shall also have the responsibility with
respect to reporting and disclosure requirements under ERISA.
The Administrative Committee shall also, from time to time,
recommend Plan amendments to the Board of Directors as the
Administrative Committee in consultation with others may deem
appropriate.  In exercising such powers and authorities, the
Administrative Committee shall at all times exercise good faith,
apply standards of uniform application, and refrain from
arbitrary action.




                             - 37 -
<PAGE>
12.3  Delegation of Administrative Committee Responsibilities.
In addition to and in furtherance of the powers and authorities
herein conveyed, the Administrative Committee shall be
authorized, in its discretion to allocate responsibilities among
one or more of its members, and to delegate responsibilities to
any person or persons selected by it.  Any action taken by the
Administrative Committee shall be taken by a majority of its
members at a meeting or by written instrument approved by such
majority in the absence of a meeting.  A written resolution or
memorandum signed by one member of the Administrative Committee
shall be sufficient evidence to any person of any action taken by
such Administrative Committee.  No member of the Administrative
Committee shall be responsible for the breach of any obligation
or duty by any other party not expressly delegated to such member
unless such member knowingly participates in or knowingly
undertakes to conceal such breach.

12.4  Investment Committee.

      (a)   In General.  The Investment Committee shall consist
of not less than 3 nor more than 5 members, to be selected by the
Board of Directors.  The Investment Committee shall (i) direct
the Trustee as to the voting and/or acceptance or rejection of a
tender, exchange or purchase offer under Article X as to
unallocated shares of Employer Stock or allocated shares of
Employer Stock as to which the Trustee has not received timely
instructions from a Participant or Beneficiary and (ii) be
responsible for negotiating the terms of any Acquisition Loans
and directing the Trustee to enter into such Loans under
Article VIII.

      (b)   Investment Committee Actions.  Any action taken by
the Investment Committee shall be taken by a majority of its
members at a meeting or by written instrument approved by such
majority in the absence of a meeting.  A written resolution or
memorandum signed by all members of the Investment Committee
shall be sufficient evidence to any person of any action taken by
the Investment Committee.

      (c)   Investment Committee Compensation.  The members of
the Investment Committee shall be entitled to reasonable
compensation for the performance of their duties and
responsibilities under the Plan and the Trust Agreement except
for those members who are both officers and directors of the
Employer receiving full-time pay therefrom.

12.5  Plan Records.  The Administrative Committee shall in an
equitable manner provide for maintenance of separate accounts for
each Participant to which there shall be credited the Parti-
cipant's nondeductible voluntary supplemental savings contri-
butions prior to October 1, 1989, any transferred or rollover
contributions, the portion of each Employer contribution
allocable to such Participant, and the share of such Participant
in the earnings of the Trust Fund related thereto.  The
Administrative Committee shall keep records of all investments,



                             - 38 -
<PAGE>

receipts and disbursements and other transactions of the Trust
Fund, and all accounts, books and records relating thereto shall
be open to inspection by any person designated by the Employer.
The Trustee shall value the Trust Fund at its current fair market
value and provide valuation reports to the Administrative
Committee, at least annually.  The Employer or the Administrative
Committee, as the case may be, shall apportion the Trust Fund as
valued annually among the Participants in proportion to their
respective interests in the Trust Fund immediately preceding such
valuation date.  The Administrative Committee shall furnish
statements to Participants showing their interests in the Trust
Fund at least annually or more frequently as determined by the
Administrative Committee.  Notwithstanding the foregoing, all of
the accounts, records, statements and the like contemplated by
this Section 12.5 may be maintained and kept by the Employer or a
recordkeeper designated by the Employer, in which case neither
the Trustee nor the Administrative Committee shall have
responsibility for any record keeping duties specified herein
except the responsibility for monitoring same.

12.6  Dual Capacities.  Any person, corporation or other entity
may serve in more than one fiduciary capacity under the Plan and
any such person or persons may participate in the Plan if
otherwise eligible.

12.7  Payment of Expenses.  All taxes of any kind that may be
assessed or levied against or in respect of the Trust Fund and
all brokerage commissions incurred by the Trust Fund shall be
paid from the Trust Fund.  All other expenses of the Plan and its
administration (except expenses described in Section 12.2) shall
be paid by the Employer, but until paid shall constitute a charge
upon the Trust Fund.

12.8  Investment Committee's Fiduciary Duties.  The Investment
Committee shall discharge its duties with respect to Employer
Stock over which it has voting authority or the authority to
accept or reject a tender, purchase or exchange offer solely in
the interests of the Participants and Beneficiaries of the Plan
and in accordance with the fiduciary requirements of ERISA.  For
purposes of Article X, in determining whether to accept or reject
a tender, exchange or purchase offer, the Investment Committee is
expressly authorized and directed to consider the long-term best
interests of the Participants and their Beneficiaries including,
but not limited to (i) the history, reputation and stated
intentions of any person or persons making a tender, exchange or
purchase offer for Employer Stock with respect to continuation of
the Employer's business, employment of Participants and employee
benefit plans comparable to the Plan and other employee benefit
plans maintained by the Employer and covering Participants, (ii)
the discharge or layoff of employees whose employer has been the
successful target of a similar offer, (iii) the closing or sale
of plants or business operations of any such prior target, (iv)
the business operations changes suggested by the terms of the
financing made available to the purchasers, and (v) in general,
any other factor considered by the Investment Committee to be



                             - 39 -
<PAGE>

relevant to the welfare of the Participants, their families and
their Beneficiaries, as well as the immediate financial gain, if
any, to be realized by Participants and their Beneficiaries under
the Plan in respect of such offer.  The Investment Committee is
authorized to engage independent advisors, consultants, counsel
and experts in furtherance of its duties and responsibilities
hereunder.

12.9  Indemnification of the Committees.  The Administrative
Committee and the Investment Committee (for purposes of this
Section 12.9, referred to collectively as the "Committees"), the
individual members of the Committees and any fiduciaries
appointed by either or both of the Committees who are Employees,
shall be indemnified and held harmless by the Employer and not
from the assets of the Trust Fund, against any and all
liabilities arising or costs incurred by reason of any act or
failure to act made in good faith pursuant to the provisions of
the Plan, including expenses reasonably incurred in the defense
of any claim relating hereto; provided, however, that the
preceding shall not apply to acts or failures to act due to gross
negligence or willful conduct.





































                             - 40 -
<PAGE>
                          Article XIII

                        CLAIMS PROCEDURES


13.1  Applications for Benefits.  Each Participant and/or
Beneficiary believing himself eligible for benefits under this
Plan may apply for such benefits by completing and filing with
the Administrative Committee an application for benefits on a
form supplied by the Administrative Committee.  Before the date
on which benefit payments commence, each such application must be
supported by such information and data as the Administrative
Committee deems relevant and appropriate.  Evidence of age,
marital status (and, in the appropriate instances, health, death
or Disability), and location of residence shall be required of
all applicants for benefits.

13.2  Appeals of Denied Claims for Benefits.  In the event that
any claim for benefits is denied in whole or in part, the
Participant or Beneficiary whose claim has been so denied shall
be notified of such denial in writing by the Administrative
Committee.  The notice advising of the denial shall specify the
reason or reasons for denial, make specific reference to
pertinent Plan provisions, describe any additional material or
information necessary for the claimant to perfect the claim
(explaining why such material or information is needed), and
shall advise the Participant or Beneficiary, as the case may be,
of the procedure for the appeal of such denial.  All appeals
shall be made by the following procedure:

            (i)     The Participant or Beneficiary whose claim
      has been denied shall file with the Administrative
      Committee a notice of desire to appeal the denial.  Such
      notice shall be filed within sixty (60) days of
      notification by the Administrative Committee of claim
      denial, shall be made in writing, and shall set forth all
      of the facts upon which the appeal is based.  Appeals not
      timely filed shall be barred.

            (ii)    The Administrative Committee shall, within
      thirty (30) days of receipt of the Participant's or
      Beneficiary's notice of appeal, establish a hearing date
      on which the Participant or Beneficiary may make an oral
      presentation to the Administrative Committee in support of
      his appeal.  The Participant or Beneficiary shall be given
      not less than ten (10) days' notice of the date set for
      the hearing.

            (iii)   The Administrative Committee shall consider
      the merits of the claimant's written and oral presenta-
      tions, the merits of any facts or evidence in support of
      the denial of benefits, and such other facts and
      circumstances as the Administrative Committee shall deem
      relevant.  If the claimant elects not to make an oral
      presentation, such election shall not be deemed adverse to



                             - 41 -
<PAGE>

      his interest, and the Administrative Committee shall
      proceed as set forth below as though an oral presentation
      of the contents of the claimant's written presentation had
      been made.

            (iv)    The Administrative Committee shall render a
      determination upon the appealed claim which determination
      shall be accompanied by a written statement as to the
      reasons therefor.  The determination so rendered shall be
      conclusive and binding upon all parties.
















































                             - 42 -
<PAGE>
                           Article XIV

                    AMENDMENT OR TERMINATION


14.1  Exclusive Benefit.  Except as otherwise provided in
Section 18.1, no part of the corpus or income of the Trust Fund
shall be used for or diverted to purposes other than for the
exclusive purpose of providing benefits to Participants and their
Beneficiaries and defraying reasonable expenses of administering
the Plan.  Subject to this provision, the Plan may be amended at
any time by action of the Board of Directors, and any amendment
may be given retroactive effect; provided, however, that no
amendment shall have the effect of depriving any Participant or
Beneficiary of all or any part of the amount then to the credit
of his account under the Plan.

14.2  Termination.  The Plan may be terminated or partially
terminated at any time by the Board of Directors.  In the event
of termination or partial termination of the Plan or a complete
discontinuance of contributions under the Plan, no contribution
shall be made thereafter with respect to affected Participants
except for a month or year the last day of which coincides with
or precedes such termination or partial termination; no
distribution with respect to affected Participants shall be made
except either as provided in the Plan or as determined by said
Board of Directors; the rights of all affected Participants to
the amounts to the credit of their accounts as of the date of
such termination or partial termination shall vest; and no person
shall have any right or interest except with respect to the Trust
Fund.



























                             - 43 -
<PAGE>
                           Article XV

                          MISCELLANEOUS


15.1  Anti-Alienation.  Except as otherwise required by law, no
benefit under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge and shall not be subject to attachment,
garnishment or other legal process.  Notwithstanding the
foregoing and any other provision of the Plan to the contrary,
distribution of the amount to the credit of a Participant's
accounts shall be made in accordance with the terms of a
qualified domestic relations order to a Participant's spouse,
former spouse, child or other dependent or any person specified
in such order provided such order and the terms thereof meet the
requirements of Section 206(d) of ERISA.

15.2  Not a Contract of Employment.  Neither the establishment
of the Plan nor participation therein shall confer upon any
person any right to be continued as an Employee of the Employer,
and the Employer reserves the right to discharge any Employee
whenever, in its sole judgment, the interest of the Employer so
requires.  The Plan shall be construed, administered and enforced
according to the laws of the State of New York, except to the
extent that state law shall have been preempted by the provisions
of ERISA or any other laws of the United States heretofore or
hereafter enacted, as the same may be amended from time to time.

15.3  Incapacity.  If a Participant or Beneficiary to whom
benefits shall be due under the Plan shall be or become
incompetent, either physically or mentally, in the judgment of
the Trustee, the Trustee shall have the right to determine to
whom such benefits shall be paid for the benefit of such
Participant or Beneficiary.

15.4  Current Address.  Each Participant and Beneficiary shall
keep the Employer advised of his or her current address.  If
amounts become distributable under the Plan and the Employer is
unable to locate the Participant or Beneficiary to whom the
distributions are payable, the accounts of such Participant or
Beneficiary shall be closed when the Participant would have
attained age 70-1/2 and the amount then to the credit of such
accounts shall be applied to reduce Employer contributions.  If,
however, such Participant or Beneficiary subsequently makes
proper claim to the Employer for such amount, the amount to which
the Participant or Beneficiary is entitled will be restored to
the Trust Fund by the Employer out of its next contribution, if
any, and will be distributable in accordance with the terms of
the Plan.








                             - 44 -
<PAGE>
                           Article XVI

                           LIMITATIONS


16.1  In General.  In no event shall the annual additions for
any Participant under this Plan when aggregated with annual
additions under any other tax-qualified defined contribution plan
maintained by the Employer exceed the maximum permitted from time
to time under Section 415 of the Code.  Nor shall the sum of any
Participant's defined benefit fraction and defined contribution
plan fraction in any Plan Year exceed 1.0, as such terms are
defined and calculated under Section 415 of the Code.

16.2  Priority.  Should the limitations of Section 415 of the
Code be exceeded for any Participant, any required reduction of
his benefits to comply with Section 415 shall be made in the
following order of priority:

            (i)     from the Employee's Savings Account under
      this Plan, if any;

            (ii)    from the Employee's Employer Matching Contri-
      bution Account under this Plan, if any;

            (iii)   from the Employee's ESOP Account under this
      Plan;

            (iv)    from the Employee's accrued benefit under the
      Employer's Retirement Plan.

      If the annual additions for a Participant would cause the
limitations of Code Section 415 applicable to that Participant
for the limitation year to be exceeded, as a result of a
reasonable error in estimating the Participant's annual
compensation or a reasonable error in determining the amount of
elective deferral savings contributions that may be made with
respect to the Participant under the limits of Code Section 415
or under other facts and circumstances that the Internal Revenue
Service finds justify the availability of the rules set forth in
Treasury Regulation Section 1.415-6(b)(6), the excess amounts
shall not be deemed annual additions in that limitation year if
they are treated in accordance with any one of the methods under
Section 1.415-6(b)(6).  Briefly summarized, the methods are:

            (i)     reallocate the excess in the current
limitation year to all other Participants;

            (ii)    reallocate the excess in the next limitation
year to the affected Participant;

            (iii)   reallocate the excess in the next limitation
year to all Participants; or

            (iv)    distribute elective deferral savings
contributions to the extent that the distribution will reduce the
excess annual additions.


<PAGE>                       - 45 -

Gains on returned elective deferral savings contributions may be
distributed provided that for limitation years which begin after
December 31, 1995, such gains are considered annual additions if
they are not distributed.  Employer matching contributions that
relate to returned elective deferrals for Highly Compensated
Employees (within the meaning of Code Section 414(q)) will be
reallocated in accordance with one of the methods referenced
above; Employer matching contributions for non Highly Compensated
Employees will not be reallocated.

16.3  Special Limitation.  Notwithstanding the foregoing, for
purposes of satisfying the provisions of Section 415(c)(6) of the
Code, in no event shall more than one-third (33 1/3%) of the
Employer contributions for any Plan Year (including the cost to
the Trust Fund of any shares withdrawn from an Employer Stock
Suspense Account during such Plan Year) be allocated to Highly
Compensated Employees.









































                             - 46 -
<PAGE>
                          Article XVII

                   MERGERS, CONSOLIDATIONS AND
                  ASSETS OR LIABILITY TRANSFERS


17.1  In General.  In the case of any merger or consolidation
with, or transfer of assets or liabilities to, any other plan,
each Participant and Beneficiary under the Plan shall be entitled
to receive a benefit immediately after the merger, consolidation
or transfer (if the merged, consolidated or transferee plan then
terminated) which is equal to or greater than the benefit he
would have been entitled to receive immediately before the
merger, consolidation or transfer (if the Plan had then
terminated).

17.2  Transfer of Assets and Liabilities from AS Savings Plan.
Effective on or after July 31, 1994, the Plan shall have
transferred to it the AS Savings Plan Accounts (as defined in
Section 20.1) and the corresponding liabilities with respect to
the Transferred Employees (as defined in Section 20.1), such
Accounts consisting of cash, promissory notes evidencing
participant loans from the AS Savings Plan, and AlliedSignal Inc.
Common Stock (as defined in Section 20.1).  As a result of and
subsequent to the transfer, the AS Savings Plan Accounts shall be
subject to the terms and conditions of this Plan, including the
terms and conditions specific to the Accounts which are provided
in Article XX.  Nothing contained herein shall reduce the amount
of any Transferred Employee's AS Savings Plan Account or
eliminate an optional form of benefit with respect to benefits
attributable to service before the transfer (as provided in
Section 204(g) of ERISA).


























                             - 47 -
<PAGE>
                          Article XVIII

                     REFUND OF CONTRIBUTIONS


18.1  In General.  Employer contributions under the Plan are
conditioned upon the receipt of a determination from the Internal
Revenue Service that the Plan and Trust meets the requirements of
an employee stock ownership plan under Sections 401(a) and
4975(e)(7) of the Code.  The Plan shall be ineffective and
Employer contributions shall be returned to the Employer if such
determination is not received, provided the return of Employer
contributions is made within one year after the Service's notice
that the Plan does not meet such requirements or, if such denial
is appealed to the courts, within one year after the date a court
decision upholding such denial becomes final.

18.2  Deductibility.  If a contribution is conditioned upon its
deductibility under Section 404 of the Code, the contribution, to
the extent deduction is disallowed by the Internal Revenue
Service, may be returned to the Employer making the contribution
within one year after the disallowance or, if such disallowance
is appealed to the courts, within one year after the date a court
decision upholding such disallowance becomes final.

18.3  Mistake of Fact.  If a contribution is made by a mistake
of fact, the contribution may be returned to the Employer making
the contribution within one year after it was paid to the Trust
Fund.





























                             - 48 -
<PAGE>
                           Article XIX

                      TOP-HEAVY PROVISIONS


19.1  In General.  This Plan shall be a Top-Heavy Plan for any
Plan Year in which, as of the Determination Date the sum of the
Aggregate Accounts of Key Employees under this Plan and all plans
of an Aggregation Group, exceeds sixty percent (60%) of the
present value of accrued benefits and the Aggregate Accounts of
all Key Employees and Non-Key Employees under this Plan and all
plans of an Aggregation Group.

      If any Participant is a Non-Key Employee for any Plan
Year, but such Participant was a Key Employee for any prior Plan
Year, such Participant's present value of accrued benefit and/or
Aggregate Account balance shall not be taken into account for
purposes of determining whether this Plan is a Top-Heavy Plan (or
whether any Aggregation Group which includes this Plan is a Top-
Heavy Group).  In addition if a Participant has not received any
compensation from any Employer maintaining the Plan (other than
benefits under the Plan) at any time during the five-year period
ending on the Determination Date, the Aggregate Account for such
Participant shall not be taken into account for the purposes of
determining whether this Plan is a Top-Heavy Plan.

19.2  Definitions.

      (a)   "Aggregate Account" -  A Participant's Aggregate
Account as of the Determination Date is the sum of:

            (1)     The balances of his accounts as of the most
      recent valuation occurring within a twelve (12) month
      period ending on the Determination Date;

            (2)     An adjustment for any contributions due as of
      the Determination Date.  Such adjustment shall be the
      amount of any contributions actually made after the
      valuation date but on or before the Determination Date,
      except for the first Plan Year when such adjustment shall
      also reflect the amount of any contributions made after
      the Determination Date that are allocated as of a date in
      that first Plan Year;

            (3)     Any Plan distributions made within the Plan
      Year which includes the Determination Date or within the
      four (4) preceding Plan Years.  However, in the case of
      distributions made after the valuation date and prior to
      the Determination Date, such distributions are not
      included as distributions for top-heavy purposes to the
      extent that such distributions are already included in the
      Participant's Aggregate Account balance as of the
      valuation date.  Notwithstanding anything herein to the
      contrary, all distributions, including distributions made
      prior to January 1, 1984, and distributions under a



                             - 49 -
<PAGE>

      terminated plan which if it had not been terminated would
      have been required to be included in the Aggregation
      Group, will be counted.  Furthermore, distributions from
      the Plan (including the cash value of life insurance
      policies) of a Participant's account balances because of
      death shall be treated as a distribution for the purposes
      of this paragraph;

            (4)     Any Employee contributions, whether voluntary
      or mandatory;

            (5)     With respect to unrelated rollovers and plan-
      to-plan transfers (ones which are both initiated by the
      Employee and made from a plan maintained by one employer
      to a plan maintained by another employer), if this Plan
      provides the rollovers or plan-to-plan transfer it shall
      be considered as a distribution for the purposes of this
      Article XIX.  If this Plan is the plan accepting such
      rollovers or plan-to-plan transfers, it shall not consider
      such rollovers or plan-to-plan transfers accepted after
      December 31, 1983 as part of the Participant's Aggregate
      Account balance.  However, rollovers or plan-to-plan
      transfers accepted prior to January 1, 1984 shall be
      considered as part of the Participant's Aggregate Account
      balance; and

            (6)     With respect to related rollovers and plan-
      to-plan transfers (ones either not initiated by the
      Employee or made to a plan maintained by the same
      employer), if this Plan provides the rollover or plan-to-
      plan transfer, it shall not be counted as a distribution
      for purposes of this Article XIX.  If this Plan is the
      plan accepting such rollover or plan-to-plan transfer, it
      shall consider such rollover or plan-to-plan transfer as
      part of the Participant's Aggregate Account balance,
      irrespective of the date on which such rollover or plan-
      to-plan transfer is accepted.

      (b)   "Aggregation Group" - shall mean either a Required
Aggregation Group or a Permissive Aggregation Group as
hereinafter determined.

            (1)     "Required Aggregation Group" -  In deter-
      mining a Required Aggregation Group hereunder, each plan
      of the Employer in which a Key Employee is a participant,
      and each other plan of the Employer which enables any plan
      in which a Key Employee participates to meet the
      requirements of Sections 401(a)(4) and/or 410 of the Code
      will be required to be aggregated.  Such group shall be
      known as a Required Aggregation Group.

            In the case of a Required Aggregation Group, each
      plan in the group will be considered a Top-Heavy Plan if
      the Required Aggregation Group is a Top-Heavy Group.  No
      plan in the Required Aggregation Group will be considered
      a Top-Heavy Plan if the Required Aggregation Group is not
      a Top-Heavy Group.


<PAGE>                       - 50 -
            (2)     "Permissive Aggregation Group" - The Employer
      may also include any other plan not required to be
      included in the Required Aggregation Group, provided the
      resulting group, taken as a whole, would continue to
      satisfy the provisions of Sections 401(a)(4) and 410 of
      the Code.  Such group shall be known as a Permissive
      Aggregation Group.

            In the case of a Permissive Aggregation Group, only a
      plan that is part of the Required Aggregation Group will
      be considered a Top-Heavy Plan if the permissive
      Aggregation Group is a Top-Heavy Group.  No plan in the
      Permissive Aggregation Group will be considered a Top-
      Heavy Plan if the Permissive Aggregation Group is not a
      Top-Heavy Group.

            (3)     Only those plans of the Employer in which the
      Determination Dates fall within the same calendar year
      shall be aggregated in order to determine whether such
      plans are Top-Heavy Plans.

            (4)     An Aggregation Group shall include any termi-
      nated plan of the Employer if it was maintained within the
      last five (5) years ending on the Determination Date.

      (c)   "Determination Date" - shall mean (i) the last day of
the preceding Plan Year, or (ii) in the case of the first Plan
Year, the last day of such Plan Year.

      (d)   "Top-Heavy Group" - shall mean an Aggregation Group
in which, as of the Determination Date, the sum of:

            (1)     the present value of accrued benefits of Key
      Employees under all defined benefit plans included in the
      group and

            (2)     the Aggregate Accounts of Key Employees under
      all defined contribution plans included in the group,
      exceeds sixty percent (60%) of a similar sum determined
      for all Participants.

      (e)   "Key Employee - shall mean an employee defined in
Section 416(i) of the Code and the Treasury regulations
thereunder.  Generally, this shall include any Employee or former
Employee (and his Beneficiaries) who, at any time during the Plan
Year or any of the preceding four (4) Plan Years, is or was:

            (1)     An officer of the Employer (as that term is
      defined within the meaning of the regulations under
      Section 416 of the Code) having annual "415 compensation"
      greater than 50 percent of the amount in effect under
      Section 415(b)(1)(A) of the Code for any such Plan Year;






                             - 51 -
<PAGE>

            (2)     One of the ten employees having annual "415
      compensation" from the Employer for a Plan Year greater
      than the dollar limitation in effect under Section
      415(c)(1)(A) of the Code for the calendar year in which
      such Plan Year ends and owning (or considered as owning
      within the meaning of Section 318 of the Code) both more
      than a one-half percent (0.5%) interest and the largest
      interests in the Employer;

            (3)     A "five percent owner" of the Employer.
      "Five percent owner" means any person who owns (or is
      considered as owning within the meaning of Section 318 of
      the Code) more than five percent (5%) of the outstanding
      stock of the Employer or stock possessing more than five
      percent (5%) of the total combined voting power of all
      stock of the Employer or, in the case of an unincorporated
      business, any person who owns more than five percent (5%)
      of the capital or profits interest in the Employer.  In
      determining percentage ownership hereunder, employers that
      would otherwise be aggregated under Sections 414(b), (c)
      and (m) of the Code shall be treated as separate
      employers; or

            (4)     A "one percent owner" of the Employer having
      an annual "415 compensation" from the Employer of more
      than $150,000.  "One percent owner" means any person who
      owns (or is considered as owning within the meaning of
      Section 318 of the Code) more than one percent (1%) of the
      outstanding stock of the Employer or stock possessing more
      than one percent (1%) of the total combined voting power
      of all stock of the Employer or, in the case of an
      unincorporated business, any person who owns more than one
      percent (1%) of the capital or profits interest in the
      Employer.  In determining percentage ownership hereunder,
      employers that would otherwise be aggregated under
      Sections 414(b), (c) and (m) of the Code shall be treated
      as separate employers.  However, in determining whether an
      individual has "415 compensation" of more than $150,000,
      "415 compensation" from each employer required to be
      aggregated under Sections 414(b), (c), and (m) of the Code
      shall be taken into account.

      (f)   "Non-Key Employee" - shall mean any Employee or
former Employee (and his Beneficiaries) who is not a Key
Employee.

19.3  Minimum Allocations.  For any Plan Year during which the
Plan is a Top-Heavy Plan pursuant to Section 19.1, any Employer
contribution for such Plan Year shall be allocated as follows:

      In the event the Plan becomes top-heavy for any Plan Year,
all plans in the Required Aggregation Group will also be top-
heavy for such year and all Non-Key Employees will be
participating in more than one Top-Heavy Plan.  In such event
there shall be provided to each Non-Key Employee under the
Employer's Retirement Plan covering such Non-Key Employee a
minimum benefit equal to:


<PAGE>                       - 52 -
      (a)   An annual retirement benefit (with no ancillary
benefits) commencing at normal retirement at or after age 65
equal to 3% of his average annual compensation for each year of
service during which such plan was top-heavy, excluding any such
service in excess of ten (10) years; minus

      (b)   The amount of such retirement benefit which could be
purchased for such Employee by application of all amounts
allocated to his Accounts under this Plan and each defined
contribution plan of the Employer as the result of Employer
contributions, and forfeitures for all Plan Years during which
such Employee was a Participant, but excluding any such
allocations which were forfeited by such Employee.  The
determination of the amount of such retirement benefit which
could be purchased for each Non-Key Employee shall be made by the
Employer's independent actuaries as of the date of such
Employee's termination of service and shall utilize the earnings
and actuarial assumptions most recently published by the Pension
Benefit Guaranty Corporation.

      (c)   Average annual compensation of a Non-Key Employee for
purposes of the foregoing shall mean his average annual aggregate
compensation, as determined under Section 415(c)(3) of the Code,
for the five (5) consecutive years of his service resulting in
the highest such average, or for the actual years of his service
if fewer than five (5), but in no event shall any compensation be
counted for any year which is in excess of (a) $200,000 for Plan
Years commencing after December 31, 1988 and (b) $150,000 for
Plan Years commencing after December 31, 1993, as such amounts
shall be adjusted by the Secretary of the Treasury.

19.4  Top-Heavy Plan Vesting.  Notwithstanding the then
applicable provisions of Section 11.2, if the Plan becomes a Top-
Heavy Plan in any Plan Year, the account balances of all
Participants with two (2) or more Years of Service at the end of
such Plan Year shall be at least 20% vested and nonforfeitable.

19.5  Change in Top-Heavy Status.  Each Participant with at
least one Hour of Service after the Plan became a Top-Heavy Plan
and at least three Years of Service when the Plan ceases to be
such may elect to continue to have the nonforfeitable percentage
of his account balances determined under the vesting schedule in
Section 19.4.  For Participants who do not have at least one Hour
of Service in any Plan Year beginning after December 31, 1988,
the preceding sentence shall be applied by substituting "five
Years of Service" for "three Years of Service" where such
language appears.  For Participants who cannot make or who do not
make the foregoing election to continue the vesting schedule in
Section 19.4, such vesting schedule shall apply only to their
account balances as of the date the Plan ceases to be a Top-Heavy
Plan.

19.6  Super Top-Heavy Plan.  In the event the Plan becomes a
Super Top-Heavy Plan in any Plan Year, the combined benefit
limitation applicable to any Employee participating in a defined



                             - 53 -
<PAGE>

benefit plan and a defined contribution plan of one or more
Employers in a "controlled group" within the meaning of Section
414 of the Code, shall be reduced for such Plan Year from 1.25 to
1.0 for purposes of Sections 416(e)(2)(B) and 416(e)(3)(B) of the
Code.  The Plan shall be considered to be a Super Top-Heavy Plan
in any Plan Year if the percentage determined under Section 19.1
for such Plan Year equals or exceeds ninety percent (90%).



















































                              - 54
<PAGE>
                           Article XX

                 TRANSFERRED EMPLOYEE PROVISIONS


20.1  Definitions.  As used in this Article XX in the singular
or plural, unless otherwise clearly or necessarily indicated by
the context:

      (a)   "AS Account" and "AS Savings Plan Account" mean an
account transferred from the AS Savings Plan and maintained for a
Transferred Employee in accordance with Section 17.2.
Subaccounts shall be maintained within each AS Account to reflect
the value of After-Tax Contributions, Before-Tax Contributions,
AS Contributions, and, where applicable, a Transferred Employee's
IRA Account and Rollover Contributions.  The Employer or the
Administrative Committee shall allocate to each subaccount the
attributable investment gains and losses and expenses, and shall
adjust such subaccount for withdrawals, distributions and other
credits and charges.

      (b)   "After-Tax Contributions" means Transferred Employee
contributions which were made on an after-tax basis to the AS
Savings Plan.

      (c)   "AlliedSignal" means AlliedSignal Inc., a Delaware
corporation.

      (d)   "AlliedSignal Common Stock" means the common stock of
AlliedSignal.

      (e)   "Before-Tax Contributions" means Transferred Employee
contributions which were made on a pre-tax basis to the AS
Savings Plan.

      (f)   "Early Retirement" means "retirement" or "early
retirement", within the meaning of the AlliedSignal pension plan
in which a Transferred Employee participated as of June 17, 1994,
at any age prior to the "normal retirement age" under the pension
plan as defined in Section 411(a)(8) of the Code.

      (g)   "AS Contributions" means amounts contributed by an
employer and credits thereto which arose from forfeitures
pursuant to the provisions of the AS Savings Plan.

      (h)   "IRA Account" means the separate AS Savings Plan
account in which IRA contributions by former participants in the
SSP, and the investment results thereof, were held pursuant to
the provisions of the AS Savings Plan.

      (i)   "AS Savings Plan" means the AlliedSignal Savings
Plan, as such plan existed immediately prior to the transfer of
AS Accounts to this Plan.

      (j)   "Reduction-in-Force" means the termination of a
Transferred Employee's employment because of a manpower reduction
or reorganization by the Employer.


<PAGE>                       - 55 -
      (k)   "Retirement" means "retirement" within the meaning of
the AlliedSignal pension plan in which a Transferred Employee
participated as of June 17, 1994, including Early Retirement.

      (l)   "SSP" shall mean The Signal Companies, Inc. Savings
and Stock Purchase Plan, as such plan existed immediately prior
to its merger into the AS Savings Plan.

      (m)   "Transferred Employee" means an AlliedSignal employee
offered employment by Moog Inc., as of the closing date under the
stock purchase agreement dated as of June 7, 1994 entered into by
AlliedSignal, Moog Inc. and Moog Torrance Inc., provided that
such individual accepted the offer of employment.

20.2  Investment of AS Accounts.  The AS Accounts may be
invested, pursuant to each Transferred Employee's instructions,
in any investment fund established pursuant to Section 10.3 for
the purpose of investing contributions under the Plan and, until
the Administrative Committee establishes otherwise, shares of
AlliedSignal Common Stock transferred to the Plan from the AS
Savings Plan shall be held by the Trustee pursuant to each
Transferred Employee's instructions; provided, however, that no
additional shares of AlliedSignal Common Stock shall be purchased
and any dividends with respect to AlliedSignal Common Stock shall
be invested in other investment funds under the Plan; provided,
further, that effective December 1, 1994, (a) AS Accounts shall
not be reinvested in Employer Stock, (b) repayments of
Transferred Employee loans (as described in Section 20.7) shall
not be invested in Employer Stock, and (c) cash proceeds from the
sale or exchange of, and any dividends with respect to,
AlliedSignal Common Stock (as described in Section 20.8) shall
not be invested in Employer Stock.  To the extent that a
Transferred Employee's AS Account is invested in Employer Stock
pursuant to the Transferred Employee's instructions, such
investment in Employer Stock may not be reinvested in any other
investment vehicle or fund under the Plan, except as otherwise
permitted by any other provision of the Plan.

20.3  Transferred Employees' AS Accounts and Subaccounts.

      (a)   AS Accounts and Subaccounts.  There shall be
established for each Transferred Employee a separate AS Account,
to which shall be transferred all of each Transferred Employee's
After-Tax Contributions, Before-Tax Contributions, Rollover
Contributions, AS Contributions and IRA Account contributions
under the AS Savings Plan as of the transfer date.  Subaccounts
shall be maintained within each AS Account to reflect the value
of After-Tax Contributions, Before-Tax Contributions, Rollover
Contributions, AS Contributions and IRA Account contributions.

20.4  Vesting.  Each Transferred Employee shall have a full and
immediate vested interest in his or her AS Savings Plan Account.






                             - 56 -
<PAGE>
20.5  Distributions.

      (a)   Amount of Benefits.  Notwithstanding any other
provision of the Plan to the contrary, the amount of benefits
payable to a Transferred Employee (or his or her Beneficiary),
with respect to the Transferred Employee's AS Account, after the
Transferred Employee has terminated employment or upon attaining
age 70-1/2 shall be based on the fair market value of the
Transferred Employee's AS Account, determined as of the
applicable Valuation Date described in paragraph (b) below.

      (b)   Methods of Payment.

            (i)     Retirement, Reduction-in-Force, Disability,
or Attainment of Age 70-1/2.  A Transferred Employee who
terminates employment as a result of Retirement, Reduction-in-
Force or Disability, or who continues as an Employee (or as a
former Employee who continues to receive base pay from the
Employer or a related company after termination of the
employer-employee relationship) after attaining age 70-1/2 shall
be entitled to receive a distribution of his or her AS Account in
either (x) a single payment or (y) annual or at least 5 quarterly
installments over a period specified by the Transferred Employee
not to exceed 25 years.  Effective for distributions commencing
on or after September 1, 1993, annual or quarterly installment
distributions may be received over a period specified by the
Transferred Employee not to exceed 40 years.

               (A)  Single Sum Payment.  A Transferred Employee
      may select a Valuation Date which will be used in
      calculating the amount of a single sum payment.  Such
      Valuation Date must coincide with or follow the
      termination of employment.  The Transferred Employee shall
      specify a single payment and the mode of distribution
      pursuant to paragraph (e) of this Section 20.5.  Payment
      shall be made as soon as practicable after the applicable
      Valuation Date.  A Transferred Employee may make one
      prospective change in any of the elections made prior to
      the Valuation Date originally selected.  In no event may
      such Valuation Date be later than the last Valuation Date
      of February in the year following the year in which the
      Transferred Employee attains age 70-1/2.

               (B)  Annual or Quarterly Installments.  A Trans-
      ferred Employee may select the frequency of installment
      payments (either annual or quarterly), the initial
      Valuation Date (which shall be the last Valuation Date in
      the calendar year in the case of annual installments (the
      "annual Valuation Date") or the last Valuation Date of a
      calendar quarter in the case of quarterly installments
      (the "quarterly Valuation Date")), and the mode of
      distribution pursuant to paragraph (e) of this
      Section 20.5, provided such selection is made on or before
      the initial annual Valuation Date or initial quarterly
      Valuation Date so selected and such Valuation Date



                             - 57 -
<PAGE>

      coincides with or follows the termination of employment.
      Payments will be made as soon as practicable after the
      annual Valuation Date of each year, in the case of annual
      installments, or as soon as practicable after each
      quarterly Valuation Date in each year.  A Transferred
      Employee may make one prospective change in any of the
      elections made, provided such change is made prior to the
      initial annual Valuation Date or initial quarterly
      Valuation Date, whichever is applicable.  In no event may
      the initial annual Valuation Date or initial quarterly
      Valuation Date be later than the December 31 that is
      coincident with or immediately follows the date on which
      the Transferred Employee attains age 70-1/2.  In addition,
      a Transferred Employee who has selected annual
      installments may, after such installments have commenced,
      elect on or before December 1 of each year payment of a
      specific dollar amount, up to the remaining balance in the
      Transferred Employee's AS Account for the annual
      installment payable with respect to the annual Valuation
      Date of the year in which such election is made.  A
      Transferred Employee who has selected quarterly
      installments may, after such installments have commenced,
      elect on or before September 1 of each year payment of a
      specific dollar amount, up to the remaining balance in the
      Transferred Employee's AS Account, for the total of the
      four quarterly installments received in the year in which
      such election is made.  In the case of annual install-
      ments, such dollar amount, or, if greater, the annual
      installment amount otherwise payable hereunder without
      regard to such election, shall be paid as soon as
      practicable after the annual Valuation Date next following
      the election.  In the case of quarterly installments, the
      September Valuation Date quarterly installment for the
      year in which such election is made will be an amount
      equal to the greater of (x) the excess of the dollar
      amount elected for the four quarterly installments for the
      year in which such election is made over the aggregate
      amount of the first three preceding quarterly installments
      in such year, or (y) the amount of such September
      Valuation Date quarterly installment determined without
      regard to the election.  Anything in this
      subparagraph (b)(1)(B) to the contrary notwithstanding, a
      Transferred Employee may elect, as of any Valuation Date,
      to take a single sum payment of the remaining balance in
      his or her AS Account.

            (C)     Default Payment.  Selection under sub-
      paragraph (A) above must be made on or before the
      Valuation Date of the February which follows the calendar
      year in which the Transferred Employee attains age 70-1/2.
      Selection under subparagraph (B) above must be made on or
      before the December 31st which coincides with or
      immediately follows the date the Transferred Employee
      attains age 70-1/2.  In the absence of a timely selection,
      distribution shall be made in a single sum payment as soon



                             - 58 -
<PAGE>

      as practicable after the Valuation Date of the February
      which follows the calendar year in which the Transferred
      Employee attains age 70-1/2.  In no event may the
      Valuation Date be later than the Valuation Date of the
      February that follows the calendar year in which the
      Transferred Employee attains age 70-1/2.

            (ii)    Death.  Upon the death of a Transferred
Employee, whether or not the Transferred Employee previously
terminated employment and whether or not distribution of the
Transferred Employee's AS Account has previously commenced, there
shall be distributed to the Transferred Employee's Beneficiary,
as soon as practicable, but in no event later than one year after
the close of the Plan Year of the Transferred Employee's death,
the entire remaining AS Account of the Transferred Employee.
Such distribution shall be in a single payment.  Notwithstanding
the foregoing, distribution of the AS Account of a Transferred
Employee who was a Transferred Employee in the SSP on
December 31, 1989 may be made, at the election of such Trans-
ferred Employee's Beneficiary, in annual installments as
described in paragraph (b)(i)(B) of this Section 20.5.

            (iii)   Termination of Employment for Reasons other
than Retirement, Reduction-in-Force, Disability or Death.  A
Transferred Employee who terminates employment for a reason other
than Retirement, Reduction-in-Force, Disability or Death shall be
entitled to receive a distribution of his or her AS Account in a
single payment.  A Transferred Employee may select a current or
future Valuation Date which will be used in calculating the
amount of the single sum payment.  In addition to specifying the
Valuation Date, the Transferred Employee shall elect the mode of
distribution pursuant to paragraph (e) of this Section 20.5.
Payment shall be made as soon as practicable after the applicable
Valuation Date.  A Transferred Employee will have one
opportunity, prior to the Valuation Date previously selected to
change a prior election (whether as to Valuation Date or mode of
distribution).  In no event, however, may the Valuation Date
elected be later than the Valuation Date of the February which
follows the calendar year in which the Transferred Employee
attains age 70-1/2.

      (c)   Cash-Outs.  Notwithstanding paragraph (b) above, if
the combined value of a Transferred Employee's AS Account and his
or her other accounts under the Plan as of the Valuation Date
immediately preceding the Transferred Employee's termination of
employment does not exceed $3,500, the Transferred Employee shall
receive an immediate single payment of his or her accounts as
soon thereafter as practicable.

      (d)   Minimum Distributions.  Notwithstanding anything to
the contrary in this Plan, if a Transferred Employee elects
(either initially or by a prospective change) installment
payments (annual or quarterly) with respect to his or her AS
Account, then, in addition to the installment payments otherwise
payable to the Transferred Employee pursuant to this Section 20.5



                             - 59 -
<PAGE>

based upon such election, there shall be such additional payments
made to the Transferred Employee as are necessary to satisfy the
requirements of Section 11.1(b).

      (e)   Mode of Distribution.  A Transferred Employee's AS
Account shall be distributed in cash; provided, however, that to
the extent that the Trustee holds on behalf of the Transferred
Employee any shares of AlliedSignal Common Stock transferred from
the AS Savings Plan, the portion of the AS Account invested in
AlliedSignal Common Stock shall be distributed in full shares of
AlliedSignal Common Stock (with cash in lieu of fractional
shares) or in cash, as the Transferred Employee or, where
applicable, each of a Transferred Employee's Beneficiaries, may
elect under paragraph (b) of this Section 20.5; provided,
further, that in the absence of an election an AS Account having
(x) less than 10 shares of AlliedSignal Common Stock will be
distributed in cash, and (y) 10 or more shares of AlliedSignal
Common Stock will be distributed in full shares of AlliedSignal
Common Stock (with cash in lieu of fractional shares).

      (f)   Order of Distributions.  Installment distributions
shall be made from the following subaccounts in the order set
forth below, as the accounts described in each successive sub-
paragraph are exhausted:

            (i)     After-Tax Contributions.  Installment distri-
butions from a Transferred Employee's After-Tax Contributions and
earnings thereon in the following order:

               (A)  An amount equal to all or part of the
      Transferred Employee's pre-1987 After-Tax Contributions
      then remaining in his or her AS Account (excluding the
      earnings thereon) to the extent required to exhaust such
      amounts, but no more than the current value of such
      contributions if such value is less than the amount of
      such contributions,

               (B)  An amount equal to all or a pro rata portion
      of the Transferred Employee's post-1986 After-Tax
      Contributions, the earnings thereon, and the earnings on
      the Transferred Employee's pre-1987 After-Tax
      Contributions (including in each instance Rollover
      Contributions made before June 1, 1993, which are
      considered as earnings in the After-Tax Contributions
      subaccount), to the extent required to exhaust such
      amounts, but no more than the current value of such
      contributions and such earnings if such value is less than
      the amount of such contributions and such earnings.

            (ii)    IRA Account.  All or part of the Transferred
Employee's IRA Account and the earnings thereon,

            (iii)   Rollover Contributions.  All or part of the
Transferred Employee's Rollover Contributions made on and after
June 1, 1993 and earnings thereon in his or her Rollover
Contribution subaccount,


                             - 60 -
<PAGE>

            (iv)    AS Contributions.  All or part of the
Transferred Employee's AS Contributions and the earnings thereon,
and
            (v)     Before-Tax Contributions.  All or part of the
Transferred Employee's Before-Tax Contributions and the earnings
thereon.

      (g)   Distribution Procedures.  Installment distributions
shall be made pro rata from those investment funds in which the
respective subaccounts being distributed under paragraph (f) are
invested as of the applicable Valuation Date.

20.6  Withdrawals.

      (a)   Withdrawals from AS Account.  A Transferred Employee
who is on the payroll of an Employer may elect to withdraw from
his or her AS Account in accordance with the provisions of this
Section 20.6, and according to the order prescribed in this
Section 20.6.  Withdrawals hereunder shall be according to the
order in which subparagraphs (i) through (v) are presented, as
the amounts described in each successive subparagraph are
exhausted, pro rata from the investment funds in which the
respective subaccounts are invested; provided, however, that to
the extent that a Transferred Employee's subaccounts are invested
in Employer Stock pursuant to the Transferred Employee's
instructions, such investments in Employer Stock shall not be
withdrawn unless the withdrawal occurs pursuant to the financial
hardship provisions of Section 11.8(c).  A Transferred Employee's
election to withdraw any amounts from the Plan shall be satisfied
by withdrawing from his or her AS Account, in accordance with the
provisions of this Section 20.6, before withdrawing any amounts
from his or her other accounts under the Plan.

            (i)     After-Tax Contributions.  A Transferred
Employee may elect to withdraw all or part of his or her After-
Tax Contributions and the earnings thereon.  Any such withdrawal
shall be made in the following order, as the amounts described in
each successive subparagraph are exhausted:

               (A)  An amount equal to all or part of the
      Transferred Employee's pre-1987 After-Tax Contributions
      then remaining in his or her AS Account (excluding the
      earnings thereon) to the extent required to exhaust such
      amounts, but no more than the current value of such
      contributions if such value is less than the amount of
      such contributions;

               (B)  An amount equal to all or a pro rata portion
      of the Transferred Employee's post-1986 After-Tax
      Contributions, the earnings thereon, and the earnings on
      pre-1987 After-Tax Contributions (including in each
      instance Rollover Contributions made before June 1, 1993,
      which are considered as earnings in the After-Tax
      Contributions subaccount), to the extent required to
      exhaust such amounts, but no more than the current value



                             - 61 -
<PAGE>

      of such contributions and such earnings if such value is
      less than the amount of such contributions and such
      earnings.  Any withdrawal of After-Tax Contributions by a
      Transferred Employee who has not completed 60 months of
      participation shall result in a suspension of Employer
      contributions under the Plan for a period of 90 days
      immediately following such withdrawal.

            (ii)    IRA Account.  A Transferred Employee may
elect to withdraw all or part of the Transferred Employee's IRA
Account and the earnings thereon.

            (iii)   Rollover Contributions.  A Transferred
Employee may elect to withdraw all or part of his or her Rollover
Contributions made on or after June 1, 1993 and the earnings
thereon in his or her Rollover Contribution subaccount.

            (iv)    AS Contributions.  A Transferred Employee may
elect to withdraw all or part of his or her AS Contributions and
the earnings thereon.  Any such withdrawal by a Transferred
Employee who has not completed 60 months of participation shall
result in a suspension of Employer contributions under the Plan
for a period of three months immediately following such
withdrawal.

            (v)     Before-Tax Contributions.

               (A)  Post-Age 59-1/2 Withdrawals.  A Transferred
      Employee who has attained age 59-1/2 may elect to withdraw
      all or part of his or her Before-Tax Contributions and the
      earnings thereon.

               (B)  Pre-Age 59-1/2 Hardship Withdrawals.
      Distribution of part or all of a Transferred Employee's
      Before-Tax Contributions and the earnings thereon (to the
      extent permitted under the Plan) may occur pursuant to the
      financial hardship provisions of Section 11.8(c).

      (b)   Withdrawal Procedures.  A Transferred Employee may
elect to make a withdrawal under this Section 20.6, except for
hardship withdrawals made pursuant to Section 20.6(a)(v)(B), as
of any current Valuation Date, provided that no other withdrawal
under this Section 20.6 has been made within three months of said
Valuation Date.  The amount available for withdrawal shall be
based on the value of the Transferred Employee's AS Account as of
the Valuation Date elected, except that amounts invested in
Employer Stock pursuant to the Transferred Employee's
instructions shall not be withdrawn unless the withdrawal occurs
pursuant to the financial hardship provisions of Section 11.8(c).
Any withdrawal shall be in an amount not less than the lesser of
(i) $300 or (ii) the amount available for withdrawal.  If a
participant loan transferred to the Plan from the AS Savings Plan
is outstanding, the Transferred Employee's withdrawal shall not
be greater than the amount which will cause the combined value of
his AS Account and his other accounts under the Plan to be twice



                             - 62 -
<PAGE>

the outstanding principal balance of the loan and all accrued
interest thereon.  Any withdrawal of AlliedSignal Common Stock,
other than a pre-age 59-1/2 hardship withdrawal, shall be made in
full shares of AlliedSignal Common Stock (with cash in lieu of
fractional shares) unless the Transferred Employee elects to have
the Trustee sell all such shares and distribute cash.  In the
absence of an election, an AS Account having (x) less than 10
shares of AlliedSignal Common Stock will be distributed in cash
and (y) 10 or more shares of AlliedSignal Common Stock will be
distributed in full shares of AlliedSignal Common Stock (with
cash in lieu of fractional shares).  Any pre-age 59-1/2 hardship
withdrawal and any other withdrawal which is made at the same
time as the pre-age 59-1/2 hardship withdrawal shall be in cash.

      Any withdrawal under this Section 20.6 shall be
distributed to the Transferred Employee as soon as practicable
following the Valuation Date used to determine the amount
available for withdrawal.

20.7  Participant Loans.

      (a)   Eligibility for Loans.  Transferred Employees shall
not be permitted to obtain a loan from their AS Account in the
Plan; provided, however, that each participant loan transferred
to the Plan from the AS Savings Plan may remain outstanding
pursuant to the terms of such loan as of the transfer, but no
such loan shall be renewed or extended.

      (b)   Terms of Loans.

            (i)     Each loan shall be evidenced by a promissory
note and security agreement setting forth the Transferred
Employee's obligation to repay the borrowed amount, in such form
and with such provisions consistent with this paragraph as is
acceptable to Moog Inc.

            (ii)    The established interest rate on a loan shall
have been a reasonable rate of interest as determined by
AlliedSignal.

            (iii)   The principal amount of any loan and the
accrued interest thereon shall be repaid by approximately equal
payroll deductions which shall be irrevocable until the
outstanding principal balance of the loan, and all accrued
interest thereon, is paid in full.  A Transferred Employee who is
on a leave of absence may make periodic payments by certified
check to satisfy the outstanding principal balance of the loan
and interest thereon; provided, payments continue to be made no
less frequently than each calendar quarter and are made on a
substantially level basis.  If a Transferred Employee becomes
disabled, loan repayments will continue to be made by payroll
deduction as long as the Transferred Employee remains on the
payroll of the Employer.  The outstanding loan balance may be
prepaid in full on any Valuation Date without penalty.  The term
of any loan shall have been selected by the Transferred Employee



                             - 63 -
<PAGE>

and shall be for a period not less than two months and not more
than 60 months, provided, however, that a loan which was used by
the Transferred Employee to acquire his or her principal
residence may have a term of up to 25 years.

            (iv)    If a Transferred Employee ceases to be
subject to payroll deductions and is not permitted to make loan
repayments by certified check or, if a Transferred Employee who
is permitted to make loan repayments by certified check fails to
timely make any periodic payment by certified check, the
outstanding principal balance of the loan and all accrued
interest thereon shall be immediately due and payable and if not
paid within ten days after receipt of written notice of the
amount due, such loan shall be deemed to be in default.  In the
event a Transferred Employee defaults on a loan, Moog Inc. may
foreclose on the loan by deducting the unpaid outstanding
principal balance of the loan and the interest accrued thereon
from the Transferred Employee's AS Account; provided, however,
that no foreclosure on the Transferred Employee's AS Account, to
the extent such loan is secured by Before-Tax Contributions,
shall be made until the earliest time such Before-Tax
Contributions may be distributed without violating any provisions
of Section 401(k) of the Code and the regulations issued
thereunder.

            (v)     Upon the election, or upon a deemed election
as a result of a failure to timely make an election, of the
distribution of the Transferred Employee's interest in the Plan,
any portion of a loan which is still outstanding shall be treated
as having been distributed to the Transferred Employee at that
time.

      (c)   Repayment of Loan.  Repayments of Transferred
Employee loans shall be invested in accordance with the
Transferred Employees' investment instructions in effect for
contributions to the Plan at the time of the repayment; provided,
however, that effective December 1, 1994, repayments of loans
shall be invested in accordance with the Transferred Employees'
investment instructions in effect for loan repayments at the time
of the repayment and shall not be invested in Employer Stock.

      (d)   Loan Security.  The loan shall be secured by a lien
on a Transferred Employee's AS Account (excluding the portion, if
any, consisting of the IRA Account) to the maximum extent
permitted by the relevant provisions of the Code, ERISA, and any
regulations or other guidance issued thereunder.

20.8  AlliedSignal Common Stock.

      (a)   Custody and Voting of AlliedSignal Common Stock.  All
shares of AlliedSignal Common Stock transferred to the Trustee
shall be held in the possession of the Trustee or its designee
until disposed of pursuant to provisions of the Plan.  Such
shares may be registered in the name of the Trustee or its
nominee.  The Trustee, itself or by proxy, shall vote the shares
of AlliedSignal Common Stock in AS Accounts as it, in its sole
discretion, chooses.


<PAGE>                       - 64 -

      (b)   Tender of AlliedSignal Common Stock.

            (i)     Each Transferred Employee (or, in the event
of a Transferred Employee's death, the Transferred Employee's
Beneficiary) shall have the right, to the extent of shares of
AlliedSignal Common Stock allocated to the Transferred Employee's
AS Account, to direct the Trustee in writing as to the manner in
which to respond to a tender or exchange offer with respect to
AlliedSignal Common Stock.  The Trustee shall utilize its best
efforts to timely distribute or cause to be distributed to each
Transferred Employee such information as will be distributed to
shareowners of AlliedSignal, in connection with any such tender
or exchange offer.  If the Trustee shall not receive timely
directions from a Transferred Employee as to the manner in which
to respond to such a tender or exchange offer, the Trustee shall
not tender or exchange any shares of AlliedSignal Common Stock
with respect to which such Transferred Employee has the right of
direction.

            (ii)    Cash proceeds received by the Trustee from
the sale or exchange of any shares of AlliedSignal Common Stock
pursuant to subparagraph (i) of this paragraph (b), shall be
allocated to the AS Accounts and invested by the Trustee in
accordance with the Transferred Employees' investment
instructions in effect for contributions to the Plan at the time
of the investment.  Property other than cash received by the
Trustee from the sale or exchange of any shares of AlliedSignal
Common Stock shall be sold and the proceeds thereof allocated to
the AS Accounts and invested by the Trustee in accordance with
the Transferred Employees' investment instructions in effect for
contributions to the Plan at the time of the investment.
Notwithstanding the foregoing, effective December 1, 1994,
proceeds from the sale or exchange of any shares of AlliedSignal
Common Stock shall be allocated to the AS Accounts and invested
by the Trustee in accordance with the Transferred Employees'
investment instructions in effect for reinvestment of AS Accounts
at the time of the investment and shall not be invested in
Employer Stock.

      (c)   AlliedSignal Common Stock Dividends.  Any dividends
with respect to shares of AlliedSignal Common Stock allocated to
Transferred Employees' AS Accounts shall be invested by the
Trustee in accordance with the Transferred Employees' investment
instructions in effect for contributions to the Plan at the time
of the investment.  Property other than cash received by the
Trustee as a dividend with respect to shares of AlliedSignal
Common Stock shall be sold and the proceeds thereof allocated to
the respective AS Accounts and invested by the Trustee in
accordance with the investment instructions in effect for
contributions to the Plan at the time of the investment.
Notwithstanding the foregoing, effective December 1, 1994,
dividends shall be invested by the Trustee in accordance with the
Transferred Employees' investment instructions in effect for
AlliedSignal Common Stock dividends at the time of the investment
and shall not be invested in Employer Stock.



                             - 65 -
<PAGE>

      (d)   Notwithstanding any other provision of the Plan to
the contrary, each Transferred Employee shall be a "named
fiduciary" of the Plan, within the meaning of Section 402(A) of
ERISA, to the extent that the Transferred Employee's AS Account
is invested in AlliedSignal Common Stock pursuant to the
Transferred Employee's instructions.


      IN WITNESS WHEREOF, Moog Inc. has caused this Plan to be
adopted by its duly authorized officer.

                              MOOG INC.


                              By: s/Joe C. Green
                                  _______________________________

                              Title: Executive Vice President
                                     ____________________________


                              Attest: s/John B. Drenning
                                      ___________________________

Dated:  September 29, 1995

(SEAL)































                             - 66 -
<PAGE>

                                                     Exhibit 4(b)

                        AMENDMENT NO. ONE

                             to the

           MOOG INC. SAVINGS AND STOCK OWNERSHIP PLAN


      WHEREAS, the Moog Inc. Savings and Stock Ownership Plan
(the "Plan") was most recently amended and restated effective
October 1, 1989;

      WHEREAS, the Plan was been submitted to the Internal
Revenue Service for a favorable determination as to the
continuing tax qualification of the Plan; and

      WHEREAS, the Internal Revenue Service has requested an
amendment to the Plan.

      NOW, THEREFORE, the Plan is hereby amended effective
October 1, 1989 by adding Section 11.11 to Article XI, to read as
follows:

      "11.11   Distributed Stock Subject to Put Option.

            (a)  Put Option Required.  Shares of Employer
      Stock that are distributed under the Plan from a
      Participant's Employer Matching Contribution
      Account or ESOP Account shall be subject to a put
      option at the time of distribution unless the
      Employer Stock is readily tradeable on an
      established securities market within the meaning of
      Section 409(h) of the Code; provided, however, that
      if such Employer Stock is publicly traded without
      restriction when distributed but ceases to be so
      traded within fifteen (15) months after
      distribution, such Employer Stock shall be subject
      to a put option.

            (b)  Persons Authorized to Exercise Put
      Option.  The put option shall be exercisable by the
      Participant or Beneficiary, or by a person
      (including an estate or its distributee) to whom
      the Employer Stock passes by reason of the
      Participant's or Beneficiary's death.

            (c)  When Put Option Can Be Exercised.  The
      put option shall provide that, for a period of
      fifteen (15) months commencing immediately
      following the date the Employer Stock is
      distributed to the Participant or Beneficiary, the
      holder of the option shall have the right to
      require the Employer, by notifying it in writing,
      to purchase such Employer Stock at its fair market




<PAGE>

      value determined as of the most recent valuation.  The
      period during which the put option is exercisable shall
      not include any period during which the holder is unable
      to exercise the put option because the Employer is
      prohibited from honoring it by federal or state law.

            (c)  Purchase by Trustee.  With the consent of
      the Employer, the Investment Committee may direct
      the Trustee to purchase any or all Employer Stock
      subject to a put option, provided, however, that
      the purchase price paid by the Trustee may not
      exceed the fair market value determined as of the
      most recent valuation and, if the seller is a
      "disqualified person" (within the meaning of
      Section 4975(e)(2) of the Code), the purchase price
      may not exceed the fair market value determined as
      of the transaction date.  If the Investment
      Committee so directs the Trustee, the Employer
      shall take such action as may be necessary to
      permit the Trustee to consummate such purchase,
      including, but not limited to, providing or
      arranging for the financing of such purchase.

            (e)  Terms of Payment.  The terms of payment
      for the purchase of such Employer Stock shall be as
      set forth in the put and may be either in a lump
      sum or in installments, as determined by the
      Investment Committee.  An installment obligation
      issued pursuant to the exercise of such put option
      shall:

               (1)  require substantially equal
            periodic payments (not less frequently
            than annually) over a period beginning
            not later than thirty (30) days after the
            exercise of the put option and not
            exceeding five (5) years;

               (2)  bear a reasonable rate of
            interest, as determined by the Investment
            Committee;

               (3)  provide adequate security, as
            determined by the Investment Committee;
            and

               (4)  contain such other terms not
            inconsistent with applicable law as the
            Investment Committee may deem
            appropriate."








                              - 2 -
<PAGE>
      IN WITNESS WHEREOF, Moog Inc. has caused this Amendment
No. One to the Plan to be executed by its duly authorized officer
this  S/16th  day of  S/May, 1996.


                                     MOOG INC.


ATTEST:   S/Sonia M. Dolegala        By   S/John B. Drenning
       _______________________           ______________________

                                     Title   S/Secretary
                                           ____________________













































                              - 3 -
<PAGE>

                                                     Exhibit 4(c)

                        AMENDMENT NO. TWO
                             to the
            MOOG INC. SAVINGS & STOCK OWNERSHIP PLAN


      WHEREAS, the Moog Inc. Savings & Stock Ownership Plan (the
"Plan") was amended and restated effective October 1, 1989;

      WHEREAS, the Plan was further amended by Amendment No. One
effective October 1, 1989;

      WHEREAS, Moog Inc. has decided to permit the Plan
administrator to grant credit for prior employment, for
participation eligibility purposes, to individuals who become
employees as a result of the acquisition of a business by Moog
Inc.; and

      WHEREAS, Moog Inc. wishes to amend the Plan to provide for
such a change.

      NOW, THEREFORE, the Plan is hereby amended effective
February 1, 1996 by adding Section 2.4 to Article II, to read as
follows:

      "2.4  Acquired Employees.  This Section 2.4 contains
      special rules applicable to individuals who become
      Employees as a result of the acquisition of an
      acquired business by an Employer.  For purposes of
      this Section 2.4, the "acquisition of an acquired
      business" means the acquisition of a trade or
      business, or a division or other unit thereof, by
      an Employer, regardless of the form of the
      transaction.

            In cases where an individual becomes an
      Employee of an Employer as a result of the
      acquisition of an acquired business that employs
      such individual, the individual shall be eligible
      to participate in the Plan on the applicable date
      determined under Section 2.1 based on service as an
      Employee of an Employer; provided, however, that
      such an individual may be granted such additional
      credit for prior employment for purposes of Section
      2.1, determined with reference to employment before
      he became an Employee, as is determined by the
      Administrative Committee in its discretion.  Any
      grant of credit for prior employment made pursuant
      to this Section 2.4 shall be made on the same terms
      to all similarly-situated individuals within the
      affected group, shall be made for a legitimate
      business reason, shall not discriminate in favor of
      Highly Compensated Employees, and shall satisfy any
      other requirements of applicable Treasury




<PAGE>

      regulations.  Any grant of credit for prior employment
      under this Section 2.4 shall be set forth in a schedule
      attached to the Plan."

      IN WITNESS WHEREOF, Moog Inc. has caused this Amendment
No. Two to the Plan to be executed by its duly authorized officer
this    30th  day of     December     , 1996.

                                      MOOG INC.


WITNESS: /s/Mark E. Brand             BY /s/John B. Drenning
        _________________________        _______________________


                                      TITLE Secretary
                                            ____________________








































                              - 2 -

<PAGE>
                            MOOG INC.
                SAVINGS AND STOCK OWNERSHIP PLAN


                           SCHEDULE 1

          Credit Under Section 2.4 for Prior Employment



1.    Acquired Employees from Ultra Hydraulics Ltd.:  Acquired
      Employees will be credited, on and after February 1, 1996,
      with the Hours of Service completed for Ultra Hydraulics
      Ltd. before February 1, 1996 to the extent such service
      would be taken into account under the terms of this Plan
      if such service had been completed for Moog Inc.

2.    Acquired Employees from Moog Controls Inc.:  For
      participation eligibility purposes, Acquired Employees
      will be credited, on and after October 28, 1996, with the
      Hours of Service completed for Moog Controls Inc. before
      October 28, 1996 to the extent such service would be taken
      into account under the terms of this Plan if such service
      had been completed for Moog Inc.



















Revised as of December 12, 1996.















<PAGE>
                                                     Exhibit 4(d)

                       AMENDMENT NO. THREE
                             to the
            MOOG INC. SAVINGS & STOCK OWNERSHIP PLAN


      WHEREAS, the Moog Inc. Savings & Stock Ownership Plan (the
"Plan") was amended and restated effective October 1, 1989;

      WHEREAS, the Plan was further amended by Amendment No. One
effective October 1, 1989 and Amendment No. Two effective
February 1, 1996;

      WHEREAS, Moog Inc. has decided to reduce the minimum
service requirement for participation eligibility purposes; and

      WHEREAS, Moog Inc. wishes to amend the Plan to provide for
such a change.

      NOW, THEREFORE, the Plan is hereby amended effective
January 1, 1997 by amending and restating Section 2.1 to read as
follows:

      "2.1  Initial Eligibility.  Every Employee, other
      than (a) persons whose terms and conditions of
      employment are determined by collective bargaining
      with a third party and with respect to whom
      inclusion in this Plan has not been provided for in
      the collective bargaining agreement setting forth
      those terms and conditions of employment, (b) any
      person regularly employed by the Employer outside
      of the United States, and (c) any person not
      considered a permanent Employee of the Employer
      (unless such nonpermanent Employee completes "Six
      Months of Employment" after December 31, 1996 (or
      completes a Year of Service before January 1,
      1997)), shall be eligible to participate in the
      Plan as of the first day of the first calendar
      month coincident with or next following such
      Employee's completion of "Six Months of Employment"
      after December 31, 1996 (or completion of one Year
      of Service before January 1, 1997) (the "Initial
      Eligibility Date") and, if an Employee does not
      elect to participate in the Plan pursuant to
      Section 2.2 as of his Initial Eligibility Date, he
      may thereafter so elect to participate in the Plan
      as of any subsequent Entry Date.  Notwithstanding
      the foregoing, a Transferred Employee (as defined
      in Section 20.1) who was credited under the Plan
      with at least one Year of Service as of June 18,
      1994 shall initially be eligible to participate in
      the Plan on June 18, 1994.






<PAGE>
            For purposes of this Section 2.1, an Employee
      shall complete "Six Months of Employment" at the
      end of the eligibility computation period during
      which he completes at least 501 Hours of Service.
      The initial eligibility computation period shall be
      the six month period commencing on the date the
      Employee first completes an Hour of Service.
      Subsequent eligibility computation periods shall
      commence on the first day following the end of the
      prior period."

            IN WITNESS WHEREOF, Moog Inc. has caused this
Amendment No. Three to the Plan to be executed by its duly
authorized officer this  30th   day of    December   , 1996.

                              MOOG INC.


WITNESS: /s/Mark E. Brand     By /s/John B. Drenning
        _____________________    ___________________________


                              Title Secretary
                                    _______________________


































                              - 2 -
<PAGE>

                                                     Exhibit 4(e)

                       AMENDMENT NO. FOUR

                             to the

           MOOG INC. SAVINGS AND STOCK OWNERSHIP PLAN

      WHEREAS, the Moog Inc. Savings and Stock Ownership Plan
(the "Plan") was amended and restated effective October 1, 1989;

      WHEREAS, the Plan was further amended by Amendment No. One
effective October 1, 1989, Amendment No. Two effective
February 1, 1996, and Amendment No. Three effective January 1,
1997;

      WHEREAS, Moog Inc. has decided to add a participant loan
feature, make other changes for the benefit of participants, and
make certain changes necessary to comply with the Internal
Revenue Code and IRS requirements; and

      WHEREAS, Moog Inc. wishes to amend the Plan to provide for
such changes.

      NOW, THEREFORE, the Plan is hereby amended as follows:

      1.    Section 1.7(c) is amended effective October 1, 1997
to read as follows:

            "(c)  In determining the Compensation of a
      Participant for purposes of the limitation on
      Compensation described in the preceding sentence,
      the rules of Section 414(q)(6) of the Code shall
      apply, except in applying such rules, the term
      "family" shall include only the spouse of the
      Participant and any lineal descendants of the
      Participant who have not attained age 19 before the
      close of the year.  If as a result of the
      application of such rules the adjusted limitation
      on Compensation is exceeded, then the limitation
      shall be prorated among the affected individuals in
      proportion to each such individual's Compensation
      as determined under this Section 1.7 prior to the
      application of this limitation.  This
      Section 1.7(c)  shall not be applicable after
      September 30, 1997."

      2.    Section 1.9 is amended and restated effective
October 1, 1997 to read as follows:

      "1.9  "Employee" shall mean any common law employee
      employed in the United States by the Employer.  Any
      person performing services for the Employer as a
      leased employee pursuant to an agreement with a
      leasing organization shall for purposes of the Plan
      continue to be an employee of such leasing
      organization, and not an Employee of the Employer.


<PAGE>
            As used herein, "leased employee" means any
      person (other than an employee of the Employer) who
      pursuant to an agreement between the Employer and
      any other person ("leasing organization") has
      performed services for the Employer (or for the
      Employer and related persons determined in
      accordance with Section 414(n)(6) of the Code) on a
      substantially full-time basis for a period of at
      least one year, and such services are performed
      under the primary direction or control of the
      Employer.  Contributions or benefits provided a
      leased employee by the leasing organization which
      are attributable to services performed for the
      Employer shall be treated as provided by the
      Employer.

            Service as a leased employee shall be counted
      as service for purposes of the eligibility
      provisions under Article II and the vesting
      provisions under Section ?, notwithstanding that a
      leased employee shall not be eligible to
      participate in the Plan, if the leased employee's
      service is performed for (1) the Employer, or
      (2) any Affiliate."

      3.    Section 1.35 is amended and restated effective
October 1, 1997 to read as follows:

      "1.35    "Highly Compensated Employee" shall mean a
      highly compensated active Employee or a highly
      compensated former Employee.

            (a)  A highly compensated active Employee
      means any Employee who performs service for the
      Employer during the determination year and who,
      during the look-back year:

               (i)  received compensation from the
      Employer in excess of $80,000 (as adjusted pursuant
      to Code Section 415); and

               (ii) if this clause (ii) is elected for
      such look-back year, the Employee was in the group
      consisting of the top twenty percent (20%) of
      Employees for the look-back year, when ranked on
      the basis of compensation paid during such year
      (the "top-paid group").

            The term Highly Compensated Employee also
      means any Employee who is a 5 percent owner at any
      time during the look-back year or determination
      year.

            For this purpose, the determination year shall
      be the Plan Year.  The look-back year shall be the
      twelve-month period immediately preceding the
      determination year.


<PAGE>                        - 2 -
            (b)  A highly compensated former Employee
      means any Employee who separated from service (or
      was deemed to have separated) prior to the
      determination year, performs no service for the
      Employer during the determination year, and was a
      highly compensated active Employee for either the
      separation year or any determination year ending on
      or after the Employee's 55th birthday.

            (c)  The determination of who is a Highly
      Compensated Employee, including the determinations
      of the number and identity of Employees in the top-
      paid group and the compensation that is considered,
      will be made in accordance with Code Section 414(q)
      and the regulations thereunder."

      4.    Section 1.36 is amended and restated effective
August 10, 1998 to read as follows:

      "1.36    "Valuation Date" means each business day."

      5.    Section 2.1 is amended and restated effective
October 1, 1997 to read as follows:

      "2.1  Initial Eligibility.  Every Employee, other
      than

            (a)  persons whose terms and conditions of
      employment are determined by collective bargaining
      with a third party and with respect to whom
      inclusion in this Plan has not been provided for in
      the collective bargaining agreement setting forth
      those terms and conditions of employment,

            (b)  any person regularly employed by the
      Employer outside of the United States, and

            (c)  any individual who is treated by the
      Employer as a leased employee or an independent
      contractor, whether or not such individual is in
      fact a leased employee or an independent
      contractor,

      shall be eligible to participate in the Plan (after
      December 31, 1996) as of the later of

               (i)  the first day of the first calendar
      month coincident with or next following such
      Employee's completion of "Six Months of
      Employment", or

               (ii) January 1, 1997.






                              - 3 -
<PAGE>

      (The date under (i) or (ii), whichever is
      applicable, shall be the "Initial Eligibility
      Date.") If an Employee does not elect to
      participate in the Plan pursuant to Section 2.2 as
      of his Initial Eligibility Date, he may thereafter
      so elect to participate in the Plan as of any
      subsequent Entry Date.  (Before January 1, 1997,
      completion of one Year of Service was required for
      initial eligibility.)   Notwithstanding the
      foregoing, a Transferred Employee (as defined in
      Section 20.1) who was credited under the Plan with
      at least one Year of Service as of June 18, 1994
      shall initially be eligible to participate in the
      Plan on June 18, 1994.

            For purposes of this Section 2.1, an Employee
      shall complete "Six Months of Employment" at the
      end of the eligibility computation period during
      which he completes at least 501 Hours of Service.
      The initial eligibility computation period shall be
      the six month period commencing on the date the
      Employee first completes an Hour of Service.
      Subsequent eligibility computation periods shall
      commence on the first day following the end of the
      prior period."

      6.    Section 2.3 is amended and restated effective
October 1, 1997 to read as follows:

      "2.3  Breaks in Service; Termination of Employment.
      Any individual who experienced a termination of em-
      ployment with the Employer which resulted in a
      Break in Service shall be eligible to become a
      Participant on the first day of the month
      coincident with or next following his date of
      reemployment as an Employee, provided he had
      satisfied the requirements of Section 2.1 for entry
      as a Participant.  If an individual had satisfied
      the service requirements for entry as a
      Participant, but failed to become a Participant
      solely by reason of not being an Employee on his
      Initial Eligibility Date as of which participation
      would have commenced, he will be a Participant on
      the first day of the month coincident with or next
      following his recommencement of employment as an
      Employee if such employment recommencement occurs
      prior to a Break in Service.  Effective for Plan
      Years beginning before January 1, 1994, if an
      individual experiences a Break in Service after
      becoming a Participant, but without experiencing a
      termination of employment as an Employee, he shall
      be deemed to have again become a Participant as of
      the first day of the first Plan Year in which he
      satisfies the one-year service requirements of
      Section 2.1 for participation in the Plan."



                              - 4 -
<PAGE>

      7.    Section 4.4(d) is amended effective October 1, 1997
to read as follows:

            "(d) In the event the Administrative Committee
      determines that the Employer's savings
      contributions made on behalf of certain Highly
      Compensated Employees might cause the Plan to fail
      to meet the nondiscrimination requirements of
      Section 401(k) of the Code, the Employer may reduce
      the permissible percentages of savings
      contributions under the Plan for such Highly
      Compensated Employees.  In this regard, the average
      of the percentages of Compensation contributed by
      the Employer for Highly Compensated Employees for
      any Plan Year must either be (i) not more than such
      average for all other eligible Employees for the
      Plan Year preceding the Plan Year that is being
      tested multiplied by one and one-quarter (1.25) or
      (ii) not more than two (2) percentage points
      greater than such average for all eligible
      Employees for the Plan Year preceding the Plan Year
      that is being tested and not more than such average
      for all other such eligible Employees for the Plan
      Year preceding the Plan Year that is being tested
      multiplied by two (2).  Notwithstanding the
      preceding sentence, an election may be made to use
      the actual deferral percentage for the Eligible
      Employees who are not Highly Compensated Employees
      for the Plan Year that is being tested, in lieu of
      the percentage for the preceding Plan Year,
      pursuant to and in accordance with the requirements
      of Code Section 401(k) and related Treasury
      regulations, releases and rulings."

      8.    Section 4.4(e) is amended effective October 1, 1997
to read as follows:

            "(e)  Notwithstanding any other provision of
      the Plan, "excess contributions" (as hereinafter
      defined), reduced by the amount of any "excess
      savings contributions" (as defined in
      Section 4.4(c)) previously distributed pursuant to
      Section 4.4(c) plus any income and less any losses
      allocable thereto, shall be distributed no later
      than the last day of the Plan Year following the
      Plan Year being tested, to Highly Compensated
      Employees, on the basis of the amount of savings
      contributions by or on behalf of each such Highly
      Compensated Employee, in accordance with Code
      Section 401(k)(8) and the Treasury regulations
      thereunder.    "Excess contributions," including
      any amounts recharacterized, shall be treated as
      annual additions under the Plan for purposes of
      Section 16.1.  "Excess contributions" shall be
      adjusted for any income or loss up to the date of



                              - 5 -
<PAGE>

      distribution.  The income or loss allocable to
      "excess contributions" shall be the sum of:
      (i) income or loss applicable to the Participant's
      Savings Account for the Plan Year multiplied by a
      fraction, the numerator of which shall be such
      Participant's "excess contributions" for the Plan
      Year and the denominator of which shall be the
      Participant's account balance attributable to
      savings contributions without regard to any income
      or loss occurring during such Plan Year, and
      (ii) ten percent (10%) of the amount determined
      under (i) multiplied by the number of whole
      calendar months between the end of the Plan Year
      and the date of distribution, counting the month of
      distribution if distribution occurs after the
      fifteenth day of such month.  For purposes of this
      Section 4.4(d), the term "excess contributions"
      shall mean, with respect to any Plan Year, the
      excess of (i) the aggregate amount of savings
      contributions for such Plan Year over (ii) the
      maximum amount of such contributions permitted by
      the test set forth in the second sentence of
      Section 4.4(d), determined by reducing such
      contributions made on behalf of Highly Compensated
      Employees in the order of whose average percentages
      of Compensation so reduced was greatest.
      Corrective distributions, if any, shall be made
      first to the Highly Compensated Employee with the
      largest amount of savings contributions and all
      other Highly Compensated Employees with the same
      amount of savings contributions for the Plan Year,
      so that no decrease is made in the savings
      contribution for any Highly Compensated Employee as
      long as any other Highly Compensated Employee has a
      larger amount of savings contributions for the Plan
      Year.  This process shall be repeated until all of
      the "excess contributions" are distributed.  In
      lieu of distributing savings contributions, the
      Administrative Committee may on a uniform basis
      permit Participants to elect to treat their "excess
      contributions", reduced by the amount of any
      "excess savings contributions" (as defined in
      Section 4.4(c)) previously distributed pursuant to
      Section 4.4(c), as having been distributed to them
      and then recontributed by them to the Plan.  Any
      such recharacterized amounts shall be nonfor-
      feitable and subject to the same distribution
      requirements as savings contributions.  Any such
      recharacterization shall occur no later than two
      and one-half (2-1/2) months after the last day of
      the Plan Year in which such "excess contributions"
      arose."

      9.    Section 4.4(f) is amended effective August 10, 1998
to read as follows:



                              - 6 -
<PAGE>

            "(f)  A Savings Agreement may be amended by a
      Participant only once during each calendar month
      where the purpose of the amendment is to increase
      or decrease the amount of such Participant's
      Compensation which is subject to salary reduction
      during the remainder of such Plan Year."

      10.   Section 4.4(h) is amended effective August 10, 1998
to read as follows:

            "(h)  Savings Agreements and amendments to
      Savings Agreements shall be effective as of the
      first payroll period for the month after the
      Savings Agreement or amendment to the Savings
      Agreement is executed by the Participant and the
      Employer or as soon thereafter as practicable,
      unless a different effective date is stated therein
      and agreed to by the Participant and the Employer."

      11.   Section 6.4 is amended and restated effective
October 1, 1997 to read as follows:

      "6.4  Nondiscrimination Requirement.  In the event
      the Administrative Committee determines that
      Employer Matching Contributions made to the
      Employer Matching Contribution Accounts of certain
      Highly Compensated Employees might cause the Plan
      to fail to meet the nondiscrimination requirements
      of Section 401(m) of the Code, the Employer shall
      reduce its Employer Matching Contributions to the
      Employer Matching Contribution Accounts of Highly
      Compensated Employees or take any other action
      permissible under the law as determined
      conclusively in the sole discretion of the
      Administrative Committee.  In this regard, the
      average of the percentages of Employer Matching
      Contributions made by the Employer for, and
      allocated to, each Highly Compensated Employee for
      any year must not exceed the greater of (i) one
      hundred twenty-five percent (125%) of such average
      for all other eligible Employees for the Plan Year
      preceding the Plan Year that is being tested or
      (ii) the lesser of (A) two hundred percent (200%)
      of such average for all other eligible Employees
      for the Plan Year preceding the Plan Year that is
      being tested or (B) such average for all other
      eligible Employees  for the Plan Year preceding the
      Plan Year that is being tested plus two (2)
      percentage points.

            Notwithstanding any other provision of the
      Plan, "excess aggregate contributions" (as
      hereinafter defined), plus any income and less any
      losses allocable thereto, shall be forfeited, if
      forfeitable, or if not forfeitable, distributed no



                              - 7 -
<PAGE>

      later than the last day of the Plan Year following
      the Plan Year being tested to Highly Compensated
      Employees, on the basis of the amount of Employer
      Matching Contributions by or on behalf of each such
      Highly Compensated Employee, in accordance with
      Code Section 401(m)(6) and the Treasury regulations
      thereunder.  Such distributions or forfeitures
      shall be made first in the Employer Matching
      Contribution for the Highly Compensated Employee
      with the largest amount of Employer Matching
      Contribution and all other Highly Compensated
      Employees with the same amount of Employer Matching
      Contributions for the Plan Year, so that no
      decrease is made in the Employer Matching
      Contribution for any Highly Compensated Employee as
      long as any other Highly Compensated Employee has a
      larger amount of Employer Matching Contributions.
      This process shall be repeated until all of the
      "excess aggregate contributions" are distributed or
      forfeited.  "Excess aggregate contributions" shall
      be adjusted for any income or loss up to the date
      of forfeiture or distribution.  The income or loss
      allocable to "excess aggregate contributions" shall
      be the sum of:  (i) income or loss applicable to
      the Participant's Employer Matching Contributions
      Account for the Plan Year multiplied by a fraction,
      the numerator of which shall be such Participant's
      "excess aggregate contributions" for the Plan Year
      and the denominator of which shall be the
      Participant's account balance attributable to
      Employer Matching Contributions without regard to
      any income or loss occurring during such Plan Year,
      and (ii) ten percent (10%) of the amount determined
      under (i) multiplied by the number of whole
      calendar months between the end of the Plan Year
      and the date of distribution, counting the month of
      forfeiture or distribution if forfeiture or
      distribution occurs after the fifteenth day of such
      month.  For purposes of this Section 6.4, the term
      "excess aggregate contributions" shall mean, with
      respect to any Plan Year, the excess of (A) the
      aggregate amount of Employer Matching Contributions
      for such Plan Year over (B) the maximum amount of
      such Contributions permitted by the test set forth
      in the second sentence of Section 6.4, determined
      by reducing such Contributions made by or on behalf
      of Highly Compensated Employees in the order of
      those average percentages of Employer Matching
      Contributions which were the largest.

            In no event shall the nondiscrimination
      requirements of Section 401(k) and Section 401(m)
      of the Code, and the percentages computed pursuant
      to the second sentence of Section ? and the second
      sentence of Section 6.4, be determined by



                              - 8 -
<PAGE>

      aggregating savings contributions and Employer
      Matching Contributions.  The aggregation of
      contributions provided in Section 401(m)(9) of the
      Code and the regulations issued thereunder shall
      not be applicable when determining whether the Plan
      meets the nondiscrimination requirements of
      Section 401(k) and Section 401(m) of the Code."

      12.   Section 10.11 is added effective August 10, 1998 to
read as follows:

      "10.11   Loans to Participants.

            (a)  Loans Permitted.

               (i)  In General.  A Participant who is an
      active Employee shall be permitted to borrow from
      the Plan subject to the rules and restrictions set
      forth in this Section 10.11.  For purposes of this
      Section 10.11, the term "Participant" shall include
      all persons described in this Section 10.11(a)(i).

               (ii) Administrative Committee Approval
      Required.  No loan shall be made to a Participant
      unless the Participant submits a loan application
      to the Administrative Committee on a form
      prescribed by the Administrative Committee and the
      loan is approved by the Administrative Committee.
      In determining whether to approve or deny a loan,
      the Administrative Committee shall limit its
      consideration to:  (A) the creditworthiness of the
      Participant; (B) whether the loan might cause the
      Plan to become disqualified under Code
      Section 401(a); and (C) such other objective loan
      criteria, if any, as the Administrative Committee
      shall have set forth in a written loan policy which
      shall constitute part of the Plan.

               (iii)  Distribution of Loan Proceeds.  Loan
      proceeds will be distributed to the Participant as
      soon as may be administratively practical after the
      loan is approved, or at such regular loan
      distribution dates as the Administrative Committee
      may establish.

            (b)  Restrictions on Loans.

               (i)  Six-Month Waiting Period Between
      Loans.  A Participant may only have one outstanding
      loan from the Plan at any time.  A Participant may
      not borrow from the Plan during the six-month
      period beginning on the date that an outstanding
      loan (other than a loan transferred from the AS
      Savings Plan) is repaid in full or otherwise
      canceled.



                              - 9 -
<PAGE>

               (ii) Qualified Domestic Relations Order.  A
      Participant may not borrow from the Plan during a
      period when the Administrative Committee is making
      a determination of whether a domestic relations
      order affecting the Participant's Accounts is a
      Qualified Domestic Relations Order.

               (iii)  Minimum Loan Amount.  A Participant
      may not borrow an amount that is less than $1,000.

               (iv) Maximum Loan Amount.  A Participant
      may not borrow an amount that is more than the
      lesser of:

                    (A)  $50,000 reduced by the highest
      outstanding balance of loans under the Plan to the
      Participant determined as of any day during the
      one-year period ending on the day before the date
      on which the new loan is to be made, or

                    (B)  one-half of the aggregate of the
      Participant's vested Account Balance, determined as
      of the most recent Valuation Date for which Account
      Balances have been calculated, with adjustment for
      any contributions or distributions made after such
      Valuation Date, reduced by the outstanding balance
      of loans under the Plan to the Participant
      determined as of the date on which the new loan is
      to be made.

            (c)  Loan Terms and Conditions.

               (i)  Term of Loan.  A loan may be granted
      for a term of not more than 5 years, as elected by
      the Participant.

               (ii) Interest Rate.  Loans shall bear
      interest at a rate equal to one percent (1%) over
      the prime rate as published in the Wall Street
      Journal, or at a rate determined by the
      Administrative Committee to be commercially
      reasonable based upon interest rates charged by
      commercial lenders on loans made in Western New
      York State under circumstances that are, in the
      determination of the Administrative Committee,
      similar to loans under the Plan.

               (iii)  Security.  Loans shall be secured by
      a lien on one-half of the Participant's vested
      Account Balance under the Plan.

               (iv) Repayment Terms.  Loans shall require
      repayment in substantially equal installments of
      principal and interest (with payments no less
      frequently than quarterly) over the term of the



                             - 10 -
<PAGE>

      loan.  Loans shall permit prepayment of the entire
      outstanding balance of principal and interest without
      penalty at any time.  It shall be a condition of each loan
      that the Participant execute an appropriate payroll
      deduction form to authorize his Employer to withhold loan
      repayments from his pay.  Repayments of principal and
      interest on a loan shall be invested in the same
      Investment Fund or Funds from which the loan proceeds were
      withdrawn.

               (v)  Events of Default.  The following
      events shall constitute default under a loan:
      (A) failure to pay any interest or principal on the
      loan when due; (B) revocation of any payroll
      deduction agreement required as a condition of the
      loan; (C) default under any other loan from the
      Plan then outstanding; and (D) termination of
      employment with the Employer and all Affiliates for
      any reason, including death or retirement.

               (vi) Remedies on Default.

                    (A)  In General.  Upon the occurrence
      of any default, the Administrative Committee may,
      without notice, accelerate the balance due on the
      loan and may take such action as it deems
      appropriate to recover the amount in default,
      except that the Administrative Committee shall not
      foreclose on any Account Balance pledged as
      security for the loan until the Administrative
      Committee has given the Participant prior written
      notice of such foreclosure.  In such case, the
      Participant may repay the loan or may request the
      balance of the loan to be immediately satisfied by
      cancellation of all or a portion of his Account
      Balance securing the loan equal in value to the
      amount due on the loan.  If the loan remains unpaid
      after written notice is given, the balance may be
      immediately satisfied by cancellation of a portion
      of the Participant's Account Balance equal in value
      to the amount due on the loan, or by foreclosure on
      any other security for the loan.

                    (B)  Restriction on Foreclosure.
      Notwithstanding the provisions of
      Section 10.11(c)(vi)(A), the Administrative
      Committee shall not satisfy a loan balance in
      default by cancellation of an Account Balance that
      is subject to distribution restrictions under Code
      Section 401(k)(2)(B), unless the Participant has
      separated from service with the Employer and all
      Affiliates, has attained age 59-1/2, or another
      event has occurred that makes distribution of the
      Account Balance permissible under that Code
      Section.



                             - 11 -
<PAGE>

            (d)  Loan Documents and Policy.

               (i)  Loan Documents.  The Administrative
      Committee or the Trustee shall prepare the
      following loan documents, which shall be executed
      by the Participant and delivered to the
      Administrative Committee prior to the disbursement
      of any loan proceeds:  (A) a promissory note
      payable to the Trustee and containing such terms
      and conditions as the Administrative Committee
      shall determine; (B) a security agreement granting
      to the Trustee a lien on one-half the value of the
      Participant's Account Balance; and (C) an agreement
      authorizing the Participant's Employer to deduct
      installments of principal and interest from his
      wages during the period that the loan remains
      outstanding.

               (ii) Written Loan Policy.  The
      Administrative Committee is authorized to impose
      terms and conditions on loans that are in addition
      to and/or different from the terms and conditions
      set forth in Section 10.11(c), and to change such
      terms and conditions from time to time, as it shall
      deem appropriate.  Such additional and/or different
      terms and conditions shall be set forth in a
      written loan policy which shall constitute part of
      the Plan.  The forms of the loan application
      referred to in Section 10.11(a)(ii) and the loan
      documents referred to in Section 10.11(d)(i) shall
      constitute a part of such written loan policy and,
      accordingly, shall constitute part of the Plan.

            (e)  Source of Funds for Loans.

               (i)  In General.  The funds used in making
      a loan shall be derived by liquidating the
      investments held in the Participant's Accounts in
      the order similar to that prescribed in
      Section 11.8(b)(v).  If any such Account exceeds
      the amount of the loan, the investments in the
      Account shall be liquidated pro rata.  The
      Administrative Committee is authorized to obtain
      funds for the loan from the Participant's Accounts
      in any other manner it deems to be appropriate.
      Notwithstanding any other provision of this
      Section 10.11, no loan shall be taken from any
      amounts invested in Employer Stock or AlliedSignal
      Common Stock.

               (ii) Loan Treated As Investment Fund.  A
      loan shall be treated as a separate investment fund
      selected by the Participant to whom the loan is
      made.  Interest payments received from the
      Participant shall be allocated to his Accounts as



                             - 12 -
<PAGE>

      income earned on his loan/investment fund.  Monies
      received from the Participant as payment of
      interest and principal shall be reinvested in the
      same investment fund or funds from which the loan
      proceeds were withdrawn, or in such other
      investment funds as specified by the Administrative
      Committee."

      13.   Section 11.1(a) is amended effective August 10, 1998
to read as follows:

            "(a)  In General.  If a Participant's service
      is terminated by Retirement, Disability, lay-off or
      death, the amount to the credit of his Accounts
      shall be distributed to him, if living, or to his
      designated Beneficiary if he is then dead, in a
      lump sum as soon as administratively practical
      following such termination, but in no event later
      than the April 1st of the calendar year following
      the calendar year in which he attains age 70-1/2,
      as required pursuant to subsection (b) below.  The
      Participant's share of the subsequent Employer
      contributions, if any, for the year of Retirement,
      Disability or death shall either be distributed
      within ninety (90) days following the end of such
      year or as soon thereafter as practicable to him or
      to his designated Beneficiary or estate.
      Notwithstanding the foregoing, unless a Participant
      elects otherwise, the amount to the credit of his
      Accounts shall be distributed to him no later than
      sixty (60) days after the latest of the close of
      the Plan Year in which (i) he attains age 65, (ii)
      occurs the tenth (10th) anniversary of the year he
      commenced participation in the Plan or (iii) he
      terminates his service with the Employer."

      14.   Section 11.3 is amended and restated effective
October 1, 1997 to read as follows:

      "11.3    Consents.  If the amount to the credit of a
      Participant's accounts exceeds $5,000 and becomes
      distributable to him on an immediate lump sum basis
      pursuant to Section 11.1, no such distribution
      shall be made to him unless he consents in writing
      to same.  Failure to give such consent shall be
      deemed to be an election to have the amount to the
      credit of his accounts distributed in a lump sum as
      soon as administratively practical after the date
      on which he attains age 70-1/2 or on which the
      Administrative Committee receives notice of his
      death or on which he gives such consent, whichever
      is the earliest; provided, however, that if the
      Participant's Beneficiary is his surviving spouse,
      the Participant's surviving spouse may defer
      distribution after the Participant's death until
      the last day of the month in which he would have
      attained age 70-1/2.

                             - 13 -
<PAGE>
            For purposes of determining whether the value
      of a Participant's accounts does not exceed $5,000,
      the combined value of the Participant's AS Savings
      Plan Account (as defined in Section 20.1) and his
      other accounts under the Plan shall be considered."

      15.   Section 11.6 is amended and restated effective
October 1, 1997 to read as follows:

      "11.6    Termination of Service for Any Other
      Reason.  If a Participant's service is terminated
      for any reason other than Retirement, Disability,
      lay-off or death, the amount to the credit of his
      accounts shall be distributed to him as soon
      thereafter as administratively practical; provided,
      however, that no lump sum distribution shall be
      made to a Participant unless he consents in writing
      to such distribution or unless the amount of such
      distribution which is attributable to the then
      value of his accounts does not exceed $5,000.  If
      any such Participant refuses to consent to a lump
      sum distribution, the amount to the credit of his
      accounts shall remain in the Trust Fund subject to
      periodic revaluation and the risk of loss
      provisions of Section 11.4, and will be distributed
      in accordance with Section 11.3."

      16.   Sections 11.8(b)(1) through (6) are renumbered
11.8(b)(i) through (vi), respectively, effective October 1, 1997.

      17.   Section 11.8(b)(iv) (as renumbered) is further
amended effective August 10, 1998 to read as follows:

               "(iv)  After receipt of written notice
      requesting a withdrawal, or after approval of a
      hardship withdrawal request, the Administrative
      Committee shall promptly deliver it to the Trustee.
      Any such withdrawals shall be effective as soon as
      administratively practical after approval of the
      withdrawal request.  After receipt of any such
      notice from the Administrative Committee, the
      Trustee shall distribute the appropriate amount to
      the Participant as soon thereafter as
      administratively practical."

      18.   Section 11.8(b)(vi) (as renumbered) is further
amended effective October 1, 1997 to read as follows:

               "(vi)  Notwithstanding the foregoing, any
      withdrawal by a Transferred Employee (as defined in
      Section 20.1) who has an outstanding participant
      loan transferred to the Plan from the AS Savings
      Plan (as defined in Section 20.1) shall not be
      greater than the amount which will cause the
      combined value of his AS Account (as defined in



                             - 14 -
<PAGE>

      Section 20.1) and his other accounts under the Plan
      to be twice the outstanding principal balance of
      the loan and all accrued interest thereon."

      19.   Section 15.5 is added effective December 12, 1994 to
read as follows:

      "15.5    Military Service.  Notwithstanding any
      provision of this Plan to the contrary,
      contributions, benefits and service credit with
      respect to qualified military service will be
      provided in accordance with Code Section 414(u)."

      20.   Section 16.1 is amended and restated effective
October 1, 1997 to read as follows:

      "16.1    In General.  In no event shall the annual
      additions for any Participant under this Plan when
      aggregated with annual additions under any other
      tax-qualified defined contribution plan maintained
      by the Employer exceed the maximum permitted from
      time to time under Section 415 of the Code.  Nor
      shall the sum of any Participant's defined benefit
      fraction and defined contribution plan fraction in
      any Plan Year exceed 1.0, as such terms are defined
      and calculated under Section 415 of the Code, for
      any limitation year commencing before January 1,
      2000."

      21.   Section 20.5(c) is amended effective October 1, 1997
to read as follows:

            "(c)  Cash-Outs.  Notwithstanding paragraph
      (b) above, if the combined value of a Transferred
      Employee's AS Account and his or her other accounts
      under the Plan as of the Valuation Date immediately
      preceding the Transferred Employee's termination of
      employment does not exceed $5,000, the Transferred
      Employee shall receive an immediate single payment
      of his or her accounts as soon thereafter as
      administratively practical."

      22.   Section 20.7 is amended effective August 10, 1998 by
revising the caption to read as follows:

      "20.7    Participant Loans Transferred From AS
      Savings Plan."

      23.   Section 20.7(a) is amended effective August 10, 1998
to read as follows:

            "(a)  Eligibility for Loans.  Except as
      provided in Section 10.11, Transferred Employees
      shall not be permitted to obtain a loan from their
      AS Account in the Plan; provided, however, that



                             - 15 -
<PAGE>

      each participant loan transferred to the Plan from
      the AS Savings Plan may remain outstanding pursuant
      to the terms of such loan as of the transfer, but
      no such loan shall be renewed or extended.  The
      provisions of this Section 20.7 shall apply to
      loans transferred from the AS Savings Plan."

      24.   Section 20.8(d) is amended effective October 1, 1997
to read as follows:

            "(d)  Notwithstanding any other provision of
      the Plan to the contrary, each Transferred Employee
      shall be a "named fiduciary" of the Plan, within
      the meaning of Section 402(a) of ERISA, to the
      extent that the Transferred Employee's AS Account
      is invested in AlliedSignal Common Stock pursuant
      to the Transferred Employee's instructions."

      IN WITNESS WHEREOF, Moog Inc. has caused this Amendment
No. Four to the Plan to be executed by its duly authorized
officer this  17th   day of   June    , 1998.

                                   MOOG INC.


WITNESS: /s/Dianne M. Agato        By /s/Joe C. Green
         _____________________        __________________________

                                   Title Executive Vice President
                                         ________________________




























                             - 16 -
<PAGE>
                                                     Exhibit 5(a)

INTERNAL REVENUE SERVICE           DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
G.P.O. BOX 1680
BROOKLYN, NY  11202
                              Employer Identification Number:
Date: APR 08 1996                  16-0757636
                              File Folder Number:
MOOG INC.                          160002263
C/O MARK E. BRAND, ESQ.       Person to Contact:
3400 MARINE MIDLAND CENTER         LLOYD SESSLER
BUFFALO, NY  14203            Contact Telephone Number:
                                   (516) 683-5388
                              Plan Name:
                                   MOOG INC. SAVINGS AND STOCK
                                   OWNERSHIP PLAN
                              Plan Number:  002

Dear Applicant:

     We have made a favorable determination on your plan,
identified above, based on the information supplied.  Please keep
this letter in your permanent records.

     Continued qualification of the plan under its present form
will depend on its effect in operation.  (See section 1.401-
1(b)(3) of the Income Tax Regulations.)  We will review the
status of the plan in operation periodically.

     The enclosed document explains the significance of this
favorable determination letter, points out some features that may
affect the qualified status of your employee retirement plan, and
provides information on the reporting requirements for your plan.
It also describes some events that automatically nullify it.  It
is very important that you read the publication.

     This letter relates only to the status of your plan under
the Internal Revenue Code.  It is not a determination regarding
the effect of other federal or local statutes.

     This determination is subject to your adoption of the
proposed amendments submitted in your letter dated March 20,
1996.  The proposed amendments should be adopted on or before the
date prescribed by the regulations under Code section 401(b).

     This determination letter is applicable for the amendment(s)
adopted on September 29, 1995.

     This plan satisfies the requirements of Code section
4975(e)(7).

     This plan has been mandatorily disaggregated, permissively
aggregated, or restructured to satisfy the nondiscrimination
requirements.



<PAGE>
     This plan satisfies the nondiscrimination in amount
requirement of section 1.401(a)(4)-1(b)(2) of the regulations on
the basis of a design-based safe harbor described in the
regulations.

     This letter is issued under Rev. Proc. 93-39 and considers
the amendments required by the Tax Reform Act of 1986 except as
otherwise specified in this letter.

     This plan satisfies the nondiscriminatory current
availability requirements of section 1.401(a)(4)-4(b) of the
regulations with respect to those benefits, rights and features
that are currently available to all employees in the plan's
coverage group.  For this purpose, the plan's coverage group
consists of those employees treated as currently benefitting for
purposes of demonstrating that the plan satisfies the minimum
coverage requirements of section 410(b) of the Code.

     This letter may not be relied upon with respect to whether
the plan satisfies the qualification requirements as amended by
the Uruguay Round Agreements Act, Pub. L. 103-465.

     If you have questions concerning this matter, please contact
the person whose name and telephone number are shown above.

                              Sincerely yours,

                              /s/ Herbert J. Huff

                              Herbert J. Huff
                              District Director

Enclosures:
Publication 794
























                              - 2 -
<PAGE>
INTERNAL REVENUE SERVICE           DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P.O. BOX 2508
CINCINNATI, OH  45201
                              Employer Identification Number:
Date: JUN 14 1999                  16-0757636
                              DLN: 17007306002028
MOOG INC.                     Person to Contact:
C/O MARK E. BRAND                  RUSSELL PARKER
PHILLIPS LYTLE                Contact Telephone Number:
3400 MARINE MIDLAND CENTER         (877) 829-5500
BUFFALO, NY  14203            Plan Name:
                                   MOOG INC SAVINGS AND STOCK
                                   OWNERSHIP PLAN
                              Plan Number:  002

Dear Applicant:

     We have made a favorable determination on your plan,
identified above, based on the information supplied.  Please keep
this letter in your permanent records.

     Continued qualification of the plan under its present form
will depend on its effect in operation.  (See section 1.401-
1(b)(3) of the Income Tax Regulations.)  We will review the
status of the plan in operation periodically.

     The enclosed document explains the significance of this
favorable determination letter, points out some features that may
affect the qualified status of your employee retirement plan, and
provides information on the reporting requirements for your plan.
It also describes some events that automatically nullify it.  It
is very important that you read the publication.

     This letter relates only to the status of your plan under
the Internal Revenue Code.  It is not a determination regarding
the effect of other federal or local statutes.

     This determination is applicable for the amendment(s)
executed on May 16, 1996.

     This determination letter is also applicable for the
amendment(s) dated on 123096 & 071798.

     This plan is an employee stock ownership plan with a cash or
deferred arrangement described in Code section 401(k).

     This plan satisfies the requirements of Code section
4975(e)(7).

     This plan has been mandatorily disaggregated, permissively
aggregated, or restructured to satisfy the nondiscrimination
requirements.

     This plan satisfies the nondiscrimination in amount
requirement of section 1.401(a)(4)-1(b)(2) of the regulations on
the basis of a design-based safe harbor described in the
regulations.
<PAGE>
     This plan satisfies the nondiscriminatory current
availability requirements of section 1.401(a)(4)-4(b) of the
regulations with respect to those benefits, rights and features
that are currently available to all employees in the plan's
coverage group.  For this purpose, the plan's coverage group
consists of those employees treated as currently benefitting for
purposes of demonstrating that the plan satisfies the minimum
coverage requirements of section 410(b) of the Code.

     This letter considers the changes in the qualifications
requirements made by the Uruguay Round Agreements Act (GATT),
Pub. L. 103-465, and the Taxpayer Relief Act of 1997, Pub. L.
105-34, and the changes in the qualifications requirements made
by the Small Business Job Protection Act of 1996, Pub. L. 104-
188, that are effective before the first day of the first plan
year beginning after December 31, 1998.

     The information on the enclosed Publication 794 is an
integral part of this determination.  Please be sure to read and
keep it with this letter.

     The requirement for employee benefits plans to file summary
plan descriptions (SPD) with the U.S. Department of Labor was
eliminated effective August 5, 1997.  For more details, call
1-800-998-7542 for a free copy of the SPD card.

     We have sent a copy of this letter to your representative as
indicated in the power of attorney.

     If you have questions concerning this matter, please contact
the person whose name and telephone number are shown above.

                              Sincerely yours,

                              /s/ Ellen Murphy

                              District Director

Enclosures:
Publication 794


















                              - 2 -
<PAGE>

                     EXHIBITS 5(b) AND 23(d)

             OPINION OF PHILLIPS, LYTLE, HITCHCOCK,
              BLAINE & HUBER LLP AS TO THE LEGALITY
                    OF THE SHARES REGISTERED






















































<PAGE>
(LETTERHEAD OF PHILLIPS, LYTLE, HITCHCOCK, BLAINE & HUBER LLP)


August 20, 1999


MOOG INC.
East Aurora, New York 14052-0018


          Re:  MOOG INC. - Registration Statement on Form S-8
               ______________________________________________
Gentlemen:

          With respect to the Form S-8 Registration Statement of
Moog Inc. (the "Company")and Moog Inc. Savings and Stock
Ownership Plan ("Plan"), covering the registration of
1,000,000 shares of Class A Common Stock, $1 par value, and
200,000 shares of Class B Common Stock, $1 par value, of the
Company, as well as interests in accounts under the Plan, we have
examined and are familiar with the Company's Restated Certificate
of Incorporation, By-laws, and the various corporate records and
proceedings relating to the organization of the Company, proposed
issuance of securities and the adoption of the Plan by the
Company.  We have also examined such other documents and
proceedings that we have considered necessary for the purpose of
this opinion.

          Based upon such examination, we are of the opinion
that:

          1.   The Company has been duly organized and is a
               validly existing corporation under the laws of the
               State of New York.

          2.   The 1,000,000 shares of Class A Common Stock and
               the 200,000 shares of Class B Common Stock which
               may be issued by the Company, as well as interests
               in accounts under the Plan which may be issued by
               the Plan, pursuant to the Plan, have been duly
               authorized and, when issued in accordance with the
               terms of the Registration Statement and the Plan,
               will be validly issued, fully paid and
               non-assessable.

          We hereby consent to the filing of this opinion as an
Exhibit to the Registration Statement.

                                   Very truly yours,

               /s/ PHILLIPS, LYTLE, HITCHCOCK, BLAINE & HUBER LLP








<PAGE>
                          EXHIBIT 23(a)


                 CONSENT OF INDEPENDENT AUDITORS


The Board of Directors
Moog Inc.:

We consent to the use of our reports dated November 9, 1998,
except as to Notes 2 and 6 which are as of December 3, 1998, on
the consolidated financial statements of Moog Inc. and
subsidiaries as of September 26, 1998 and September 27, 1997 and
for each of the years in the three-year period ended
September 26, 1998 and the related financial statement schedule
incorporated by reference herein.

                              KPMG LLP


August 20, 1999
Buffalo, New York





































<PAGE>

                          EXHIBIT 23(b)


               [PRICEWATERHOUSECOOPERS LETTERHEAD]


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


                CONSENT OF INDEPENDENT AUDITORS'


We consent to the incorporation by reference in the Registration
Statement of Moog Inc. on Form S-8 (pertaining to the Company's
saving and stock ownership plan) of our report dated November 12,
1998 on our audits of the consolidated financial statements of
Moog GmbH (a wholly-owned subsidiary of MOOG Inc.) and subsidiary
as of September 30, 1998, 1997 and 1996 and for the years then
ended, which report is included in the 1998 Annual Report on
Form 10-K of Moog Inc.


Stuttgart, Germany
August 20, 1999


PricewaterhouseCoopers
Gesellschaft mit beschrankter Haftung
Wirtschaftsprufungsgesellschaft


























<PAGE>

EXHIBIT 23(c)


               CONSENT OF INDEPENDENT ACCOUNTANTS


The Board of Directors
Moog Inc.:


We consent to incorporation by reference in this Registration
Statement on Form S-8 of Moog Inc. of our report dated
November 6, 1998 on our audits of the balance sheets and related
statements of income, parent company investment and cash flows of
Raytheon Aircraft Montek Company as of December 31, 1997 and
1996, and for the years ended December 31, 1997 and 1996, which
report is included in the Form 8-K/A of Moog Inc. filed
February 10, 1999.

                              /s/ PricewaterhouseCoopers LLP


Boston, Massachusetts
August 20, 1999



































<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 246866}]
{"company-data": {"conformed-name": "MOOG INC", "cik": "0000067887", "assigned-sic": "3590", "irs-number": "160757636", "state-of-incorporation": "NY", "fiscal-year-end": "0927"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85657", "film-number": "99696795"}, "business-address": {"street1": "PLANT 24", "city": "EAST AURORA", "state": "NY", "zip": "14052-0018", "phone": "7166522000"}, "mail-address": {"street1": "PLANT 24", "city": "EAST AURORA", "state": "NY", "zip": "14052"}}
As filed with the Securities and Exchange Commission on August 20, 1999
                                             Registration No. 333-___
___________________________________________________________________________
___________________________________________________________________________
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  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                   (I.R.S. Employer
incorporation or organization)                    Identification No.)

East Aurora, New York                                  14052-0018
(Address of Principal Executive Office)                (Zip Code)

                MOOG INC. SAVINGS AND STOCK OWNERSHIP PLAN
                         (Full title of the plan)
Joe C. Green
Executive Vice President and Chief Administrative Officer
Moog Inc.
East Aurora, New York 14052-0018
                  (Name and address of agent for service)
                               716-652-2000
       (Telephone number, including area code, of agent for service)
Copy to:  Phillips, Lytle, Hitchcock, Blaine & Huber LLP
3400 HSBC Center
Buffalo, New York 14203
Attention: John B. Drenning, Esq.

                      CALCULATION OF REGISTRATION FEE
===========================================================================
Title of                     Proposed Max.   Proposed Max.
securities   Amount          offering        aggregate      Amount of
to be        to be           price per       offering       registration
registered   registered(1)   share(2)        price(2)       fee
___________________________________________________________________________
Class A       1,000,000      $ 33.1875       $ 33,187,500   $ 9,226.13
Common Stock   shares
$1 par value

Class B       200,000        $ 40.50         $  8,100,000   $ 2,251.80
Common Stock   shares
$1 par value
     (1)  In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration  statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
     (2)  Estimated solely for the purpose of determining the registration
fee computed pursuant to Rule 457(c); calculated on the basis of the
average of the high and low prices of the Class A and Class B Common Stock
on the American Stock Exchange on August 17, 1999.
PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                   INCORPORATION BY REFERENCE

          Pursuant to General Instruction E to Form S-8, Moog
Inc. and the Moog Inc. Savings and Stock Ownership Plan
(the"Plan") hereby incorporate by reference the contents of
Registration Statement Nos. 33-57131, 33-62968, 33-33958 and
33-20069 previously filed by the registrant and the Plan, except
Item 5 which is superseded by the information below.

Item 5.   Interest of Named Experts and Counsel.

          John B. Drenning, Secretary of the registrant, is a
partner in the law firm Phillips, Lytle, Hitchcock, Blaine &
Huber LLP, which has rendered the legality opinion included in
this Registration Statement as Exhibit 5(b).
SIGNATURES

     THE REGISTRANT.  Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all 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 City of Buffalo, State of
New York on August 20, 1999.

                              MOOG Inc.

                              By: /s/ William P. Burke
                                 _____________________________
                                   William P. Burke
                                   Treasurer
POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert T. Brady and Robert R. Banta,
and each of them, with full power to act without the other, as his true and
lawful attorneys-in-fact, each with the power of substitution for him and
in his name, place and stead, in any and all capacities, to sign any or 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 of said attorneys-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 of said attorneys-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                Capacity                    Date

/s/ Robert T. Brady      Chairman of the Board       August 20, 1999
______________________   President, Chief Executive
Robert T. Brady          Officer(Principal Executive
                         Officer) and Director

/s/ Robert R. Banta      Executive Vice President    August 20, 1999
______________________   and Chief Financial Officer
Robert R. Banta          (Principal Financial
                         Officer) and Director

/s/ Donald R. Fishback   Controller                  August 20, 1999
______________________   (Principal Accounting
Donald R. Fishback       Officer)

/s/ Richard A. Aubrecht  Director                    August 20, 1999
______________________
Richard A. Aubrecht

/s/ James L. Gray        Director                    August 20, 1999
______________________
James L. Gray

/s/ Joe C. Green         Director                    August 20, 1999
______________________
Joe C. Green

/s/ John D. Hendrick     Director                    August 20, 1999
______________________
John D. Hendrick
/s/ Kraig H. Kayser      Director                    August 20, 1999
______________________
Kraig H. Kayser

/s/ Robert H. Maskrey    Director                    August 20, 1999
_____________________
Robert H. Maskrey

/s/ Albert F. Myers      Director                    August 20, 1999
_____________________
Albert F. Myers

/s/ Peter P. Poth        Director                    August 20, 1999
_____________________
Peter P. Poth

The Plan Pursuant to the requirements of the Securities Act of 1933, the
Plan has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in East Aurora, New York on
August 20, 1999.

                                   MOOG INC. SAVINGS AND STOCK
                                        OWNERSHIP PLAN

                                   By: /s/ Joe C. Green
                                      _______________________________
                                             Joe C. Green
                                   Member of Administrative Committee
INDEX TO EXHIBITS

Exhibit

4(a) -    Moog Inc. Savings and Stock Ownership Plan, Restated
          Effective October 1, 1989.

4(b) -    Amendment No. One effective October 1, 1989 to the Moog
          Inc. Savings and Stock Ownership Plan.

4(c) -    Amendment No. Two effective February 1, 1996 to the
          Moog Inc. Savings and Stock Ownership Plan.

4(d) -    Amendment No. Three effective January 1, 1997 to the
          Moog Inc. Savings and Stock Ownership Plan.

4(e) -    Amendment No. Four effective October 1, 1997 to the
          Moog Inc. Savings and Stock Ownership Plan.

5(a) -    Internal Revenue Determination Letters.

5(b) -    Opinion of Phillips, Lytle, Hitchcock, Blaine & Huber
          LLP as to the legality of the shares registered.

23(a)     -    Consent of KPMG, LLP.

23(b)     -    Consent of PricewaterhouseCoopers.

23(c)     -    Consent of PricewaterhouseCoopers LLP.

23(d)     -    Consent of Phillips, Lytle, Hitchcock, Blaine &
               Huber LLP (included in exhibit 5(b)).

24   -    Power of Attorney (included with signature page)
Exhibit 4(a)

MOOG INC.

SAVINGS AND STOCK OWNERSHIP PLAN

Restated Effective October 1, 1989
MOOG INC.
SAVINGS AND STOCK OWNERSHIP PLAN

Restated Effective October 1, 1989

TABLE OF CONTENTS

                                                             Page

Article I - DEFINITIONS. . . . . . . . . . . . . . . . . . . .  3

     1.1    "Acquisition Loan. . . . . . . . . . . . . . . . .  3
     1.2    "Administrative Committee. . . . . . . . . . . . .  3
     1.3    "Beneficiary . . . . . . . . . . . . . . . . . . .  3
     1.4    "Board of Directors. . . . . . . . . . . . . . . .  3
     1.5    "Break in Service. . . . . . . . . . . . . . . . .  3
     1.6    "Code. . . . . . . . . . . . . . . . . . . . . . .  4
     1.7    "Compensation. . . . . . . . . . . . . . . . . . .  4
     1.8    "Disability. . . . . . . . . . . . . . . . . . . .  5
     1.9    "Employee. . . . . . . . . . . . . . . . . . . . .  5
     1.10   "Employer. . . . . . . . . . . . . . . . . . . . .  6
     1.11   "Employer Matching Contribution Account. . . . . .  6
     1.12   "Employer Stock. . . . . . . . . . . . . . . . . .  6
     1.13   "Employer Stock Suspense Account . . . . . . . . .  7
     1.14   "Employing Company . . . . . . . . . . . . . . . .  7
     1.15   "Entry Date. . . . . . . . . . . . . . . . . . . .  7
     1.16   "ERISA . . . . . . . . . . . . . . . . . . . . . .  7
     1.17   "ESOP Account. . . . . . . . . . . . . . . . . . .  7
     1.18   "Excused Absence . . . . . . . . . . . . . . . . .  7
     1.19   "Hour of Service . . . . . . . . . . . . . . . . .  9
     1.20   "Investment Committee. . . . . . . . . . . . . . . 11
     1.21   "Investment Manager. . . . . . . . . . . . . . . . 11
     1.22   "Participant . . . . . . . . . . . . . . . . . . . 11
     1.23   "Plan. . . . . . . . . . . . . . . . . . . . . . . 12
     1.24   "Plan Year . . . . . . . . . . . . . . . . . . . . 12
     1.25   "Qualified Participant . . . . . . . . . . . . . . 12
     1.26   "Retirement. . . . . . . . . . . . . . . . . . . . 12
     1.27   "Rollover Account. . . . . . . . . . . . . . . . . 12
     1.28   "Savings Account . . . . . . . . . . . . . . . . . 12
     1.29   "Savings Agreement . . . . . . . . . . . . . . . . 12
     1.30   "Trust Agreement . . . . . . . . . . . . . . . . . 13
     1.31   "Trustee . . . . . . . . . . . . . . . . . . . . . 13
     1.32   "Trust Fund. . . . . . . . . . . . . . . . . . . . 13
     1.33   "Year of Service . . . . . . . . . . . . . . . . . 13
     1.34   "Affiliate . . . . . . . . . . . . . . . . . . . . 14
     1.35   "Highly Compensated Employee . . . . . . . . . . . 15
     1.36   "Valuation Date" . . . . . . . . . . . . . . . . . 15

                               (i)
Article II - PARTICIPATION AND ENTRY DATE. . . . . . . . . . . 16

     2.1    Initial Eligibility. . . . . . . . . . . . . . . . 16
     2.2    Procedure for and Effect of Admission. . . . . . . 16
     2.3    Breaks in Service; Termination of Employment . . . 17

Article III - CONTRIBUTIONS. . . . . . . . . . . . . . . . . . 18

     3.1    Employer Contributions . . . . . . . . . . . . . . 18
     3.2    Employee Contributions . . . . . . . . . . . . . . 18

Article IV - SAVINGS CONTRIBUTIONS . . . . . . . . . . . . . . 19

     4.1    Amount of Savings Contributions. . . . . . . . . . 19
     4.2    Allocation of Savings Contributions. . . . . . . . 19
     4.3    Timing of Savings Contributions Allocations. . . . 19
     4.4    Requirements Regarding Savings Agreements. . . . . 19

Article V - ESOP CONTRIBUTIONS . . . . . . . . . . . . . . . . 26

     5.1    Amount of ESOP Contributions . . . . . . . . . . . 26
     5.2    Allocation of ESOP Contributions . . . . . . . . . 26
     5.3    Timing of ESOP Contribution Allocations. . . . . . 27

Article VI - EMPLOYER MATCHING CONTRIBUTIONS . . . . . . . . . 28

     6.1    Amount of Employer Matching Contributions. . . . . 28
     6.2    Timing of Employer Matching Contributions. . . . . 28
     6.3    Special Investment Requirement . . . . . . . . . . 28
     6.4    Nondiscrimination Requirement. . . . . . . . . . . 29

Article VII - ROLLOVER CONTRIBUTIONS; VOLUNTARY
                 CONTRIBUTIONS . . . . . . . . . . . . . . . . 32

     7.1    Rollover Contributions . . . . . . . . . . . . . . 32
     7.2    Voluntary Supplemental Savings Contributions . . . 32
     7.3    Voluntary Pension Contributions. . . . . . . . . . 32

Article VIII - ACQUISITION LOANS . . . . . . . . . . . . . . . 34

     8.1    In General . . . . . . . . . . . . . . . . . . . . 34
     8.2    Use of Proceeds. . . . . . . . . . . . . . . . . . 34
     8.3    Purchase of Shares . . . . . . . . . . . . . . . . 34
     8.4    Sole Recourse. . . . . . . . . . . . . . . . . . . 35
     8.5    Loan Terms . . . . . . . . . . . . . . . . . . . . 35
     8.6    Liability for Loan Terms . . . . . . . . . . . . . 35

Article IX - EMPLOYER STOCK SUSPENSE ACCOUNT . . . . . . . . . 37

     9.1    Employer Stock Suspense Account. . . . . . . . . . 37
     9.2    Allocation of Employer Stock . . . . . . . . . . . 37
     9.3    Dividends. . . . . . . . . . . . . . . . . . . . . 38

                              (ii)
Article X - THE TRUST FUND . . . . . . . . . . . . . . . . . . 39

     10.1   Trust Fund . . . . . . . . . . . . . . . . . . . . 39
     10.2   Investment of ESOP and Employer Matching
              Contributions. . . . . . . . . . . . . . . . . . 39
     10.3   Investment of Other Contributions. . . . . . . . . 42
     10.4   Voting of Allocated Shares . . . . . . . . . . . . 43
     10.5   Voting of Unallocated Shares . . . . . . . . . . . 44
     10.6   Purchase Offers - Allocated Shares . . . . . . . . 44
     10.7   Purchase Offers - Unallocated Shares . . . . . . . 44
     10.8   Trustee's Fiduciary Duties . . . . . . . . . . . . 44
     10.9   Receipt of Cash Upon Sale or Exchange of
              Allocated Shares . . . . . . . . . . . . . . . . 45
     10.10  Receipt of Cash Upon Sale or Exchange of
              Unallocated Shares . . . . . . . . . . . . . . . 45

Article XI - DISTRIBUTION TO PARTICIPANTS. . . . . . . . . . . 47

     11.1   Retirement, Disability or Death. . . . . . . . . . 47
     11.2   Vesting. . . . . . . . . . . . . . . . . . . . . . 49
     11.3   Consents . . . . . . . . . . . . . . . . . . . . . 49
     11.4   Risk of Loss . . . . . . . . . . . . . . . . . . . 50
     11.5   Beneficiaries. . . . . . . . . . . . . . . . . . . 50
     11.6   Termination of Service for Any Other Reason. . . . 51
     11.7   Forms of Distributions . . . . . . . . . . . . . . 52
     11.8   Withdrawals. . . . . . . . . . . . . . . . . . . . 53
     11.9   Rollover Distributions . . . . . . . . . . . . . . 59
     11.10  Limitation on Distribution of Savings
              Contributions. . . . . . . . . . . . . . . . . . 60

Article XII - ADMINISTRATION OF PLAN AND MANAGEMENT OF
                PLAN ASSETS. . . . . . . . . . . . . . . . . . 62

     12.1   Employer Responsibility and Actions. . . . . . . . 62
     12.2   Administrative Committee . . . . . . . . . . . . . 62
     12.3   Delegation of Administrative Committee
              Responsibilities . . . . . . . . . . . . . . . . 63
     12.4   Investment Committee . . . . . . . . . . . . . . . 64
     12.5   Plan Records . . . . . . . . . . . . . . . . . . . 65
     12.6   Dual Capacities. . . . . . . . . . . . . . . . . . 66
     12.7   Payment of Expenses. . . . . . . . . . . . . . . . 66
     12.8   Investment Committee's Fiduciary Duties. . . . . . 66
     12.9   Indemnification of the Committees. . . . . . . . . 67

Article XIII - CLAIMS PROCEDURES . . . . . . . . . . . . . . . 69

     13.1   Applications for Benefits. . . . . . . . . . . . . 69
     13.2   Appeals of Denied Claims for Benefits. . . . . . . 69

Article XIV - AMENDMENT OR TERMINATION . . . . . . . . . . . . 72

     14.1   Exclusive Benefit. . . . . . . . . . . . . . . . . 72
     14.2   Termination. . . . . . . . . . . . . . . . . . . . 72

                              (iii)
Article XV - MISCELLANEOUS . . . . . . . . . . . . . . . . . . 74

     15.1   Anti-Alienation. . . . . . . . . . . . . . . . . . 74
     15.2   Not a Contract of Employment . . . . . . . . . . . 74
     15.3   Incapacity . . . . . . . . . . . . . . . . . . . . 74
     15.4   Current Address. . . . . . . . . . . . . . . . . . 75

Article XVI - LIMITATIONS. . . . . . . . . . . . . . . . . . . 76

     16.1   In General . . . . . . . . . . . . . . . . . . . . 76
     16.2   Priority . . . . . . . . . . . . . . . . . . . . . 76
     16.3   Special Limitation . . . . . . . . . . . . . . . . 78

Article XVII - MERGERS, CONSOLIDATIONS AND
                 ASSETS OR LIABILITY TRANSFERS . . . . . . . . 79

     17.1   In General . . . . . . . . . . . . . . . . . . . . 79
     17.2   Transfer of Assets and Liabilities from AS
              Savings Plan . . . . . . . . . . . . . . . . . . 79

Article XVIII - REFUND OF CONTRIBUTIONS. . . . . . . . . . . . 81

     18.1   In General . . . . . . . . . . . . . . . . . . . . 81
     18.2   Deductibility. . . . . . . . . . . . . . . . . . . 81
     18.3   Mistake of Fact. . . . . . . . . . . . . . . . . . 81

Article XIX - TOP-HEAVY PROVISIONS . . . . . . . . . . . . . . 82

     19.1   In General . . . . . . . . . . . . . . . . . . . . 82
     19.2   Definitions. . . . . . . . . . . . . . . . . . . . 82
     19.3   Minimum Allocations. . . . . . . . . . . . . . . . 89
     19.4   Top-Heavy Plan Vesting . . . . . . . . . . . . . . 90
     19.5   Change in Top-Heavy Status . . . . . . . . . . . . 90
     19.6   Super Top-Heavy Plan . . . . . . . . . . . . . . . 91

Article XX - TRANSFERRED EMPLOYEE PROVISIONS . . . . . . . . . 92

     20.1   Definitions. . . . . . . . . . . . . . . . . . . . 92
     20.2   Investment of AS Accounts. . . . . . . . . . . . . 94
     20.3   Transferred Employees' AS Accounts and
              Subaccounts. . . . . . . . . . . . . . . . . . . 95
     20.4   Vesting. . . . . . . . . . . . . . . . . . . . . . 95
     20.5   Distributions. . . . . . . . . . . . . . . . . . . 95
     20.6   Withdrawals. . . . . . . . . . . . . . . . . . . .103
     20.7   Participant Loans. . . . . . . . . . . . . . . . .107
     20.8   AlliedSignal Common Stock. . . . . . . . . . . . .110

                              (iv)
MOOG INC.
                SAVINGS AND STOCK OWNERSHIP PLAN

               Restated Effective October 1, 1989

     The Moog Inc. Savings and Stock Ownership Plan was adopted
to amend and restate, effective as of October 1, 1987, and expand
the Moog Inc. Savings and Investment Plan as in effect prior to
such date, primarily by providing Employees with a vehicle
through which to gain a proprietary interest in Moog Inc. through
stock ownership.  As of October 1, 1987, the Plan, as amended and
restated, included an employee stock ownership plan (within the
meaning of Section 4975(e)(7) of the Internal Revenue Code)
which, consisting of Employees' ESOP Accounts and Employer
Matching Contribution Accounts under the Plan, is primarily
invested in the stock of Moog Inc., and provides for the regular
and systematic contributions by the Employer and by the
Employees.

     The Plan was amended and restated in 1991, effective as of
October 1, 1989, to make changes required by the Tax Reform Act
of 1986 and to make certain other changes.  The Plan was
subsequently amended by Amendment No. One effective June 18,
1994.  The Plan is again amended and restated in its entirety,
effective October 1, 1989 (but with certain provisions effective
as of other specified dates) to further conform it to the
provisions of the Tax Reform Act of 1986 and other applicable
legislation, regulations and rulings, and to adopt certain other
amendments.  In general, the Plan as in effect prior to
October 1, 1989 will continue to apply to those individuals who
terminated employment prior to such date except as otherwise
provided by the Plan or under applicable law.

                              - 1 -
Article I

                           DEFINITIONS

1.1  "Acquisition Loan" shall mean any loan to the Trust,
including a loan from or guaranteed by the Employer, to the
extent that the proceeds of such loan are used to acquire
Employer Stock for the Plan and to the extent that the applicable
requirements of Treasury Regulation 54.4975-7 are met.

1.2  "Administrative Committee" shall mean the administrative
committee appointed by the Board of Directors and acting pursuant
to the provisions of Section 12.2.

1.3  "Beneficiary" shall mean any person designated in writing by
a Participant on a form filed with the Employer to receive
distribution of the Participant's interest under the Plan in the
event of his death; provided, however, in the case of a
Participant who is married at the time of his death, the
Beneficiary of such Participant shall be his surviving spouse
unless such spouse has consented to the Participant's Beneficiary
designation in accordance with Section 205(c)(2) of ERISA.

1.4  "Board of Directors" shall mean the Board of Directors of
Moog Inc., as constituted from time to time.

1.5  "Break in Service" shall mean failure by a Participant to
complete more than five hundred (500) Hours of Service during any
Plan Year.  Any Break in Service shall be deemed to have
commenced on the first day of the Plan Year in which it occurs.
A Break in Service shall not be deemed to have occurred during
any period of Excused Absence if the Employee returns to the
service of the Employer within the time permitted pursuant to the
provisions of this Plan setting forth circumstances of Excused
Absence.

1.6  "Code" shall mean the Internal Revenue Code of 1986, as
amended.

1.7  "Compensation".

     (a)    Compensation means the total remuneration paid to an
Employee for services rendered including (but not limited to)
base pay, overtime pay, shift differential, pay in lieu of
vacation and profit share payments, but excluding severance pay,
reimbursed expenses and other expense allowances, fringe benefits
(cash and noncash), moving expenses, deferred compensation,
welfare benefits and, except as hereinafter provided, any
benefits under the Plan.  Compensation shall be determined prior
to any reduction pursuant to a Participant's election to
voluntarily defer or reduce his compensation under this Plan or
any other employee benefit plan of the Employer generally
available to all levels of Employees of the Employer upon
satisfaction of eligibility requirements.

            (b)     Compensation shall not include any amounts in
excess of
- 2 -
               (1)  $200,000 for Plan Years commencing after
            December 31, 1988, and

               (2)  $150,000 for Plan Years commencing after
            December 31, 1993,

as such amounts may be adjusted by the Secretary of the Treasury.

            (c)     In determining the Compensation of a
Participant for purposes of the limitation on Compensation
described in the preceding sentence, the rules of
Section 414(q)(6) of the Code shall apply, except in applying
such rules, the term "family" shall include only the spouse of
the Participant and any lineal descendants of the Participant who
have not attained age 19 before the close of the year.  If as a
result of the application of such rules the adjusted limitation
on Compensation is exceeded, then the limitation shall be
prorated among the affected individuals in proportion to each
such individual's Compensation as determined under this
Section 1.7 prior to the application of this limitation.

1.8  "Disability" shall mean a mental or physical disability
which renders a Participant unable to perform his regular duties
in the employment of the Employer, as determined by the Admini-
strative Committee.  The Administrative Committee may require
medical evidence of any Disability and its determination shall be
conclusive.

1.9  "Employee" shall mean any common law employee employed in
the United States by the Employer.  Any person performing
services for the Employer as a leased employee pursuant to an
agreement with a leasing organization shall for purposes of the
Plan continue to be an employee of such leasing organization, and
not an Employee of the Employer.

     As used herein, "leased employee" means any person (other
than an employee of the Employer) who pursuant to an agreement
between the Employer and any other person ("leasing
organization") has performed services for the Employer (or for
the Employer and related persons determined in accordance with
Section 414(n)(6) of the Code) on a substantially full-time basis
for a period of at least one year, and such services are of a
type historically performed by employees in the business field of
the Employer.  Contributions or benefits provided a leased
employee by the leasing organization which are attributable to
services performed for the Employer shall be treated as provided
by the Employer.

     Service as a leased employee shall be counted as service for
purposes of the eligibility provisions under Article II and the
vesting provisions under Section 11.3, notwithstanding that a
leased employee shall not be eligible to participate in the Plan,
if the leased employee's service is performed for (1) the
Employer, or (2) any Affiliate.

                              - 3 -
1.10 "Employer" shall mean Moog Inc. and any Affiliate which,
with the approval of the Board of Directors and subject to such
conditions as it may impose, shall be included in this Plan.

1.11 "Employer Matching Contribution Account" shall mean the
account established for a Participant pursuant to Section 6.1.
Amounts credited to a Participant's Employer Matching
Contribution Account shall be 100% vested and nonforfeitable at
all times.

1.12 "Employer Stock" shall mean any class of stock of the
Employer; provided, however, that if stock is acquired with the
proceeds of an Acquisition Loan, such stock must be a qualifying
employer security for purposes of Section 4975(e)(8) of the Code.

1.13 "Employer Stock Suspense Account" shall mean the account or
accounts established under the Plan to hold Employer Stock
acquired with the proceeds of an Acquisition Loan until such
Employer Stock is allocated to Participants' ESOP and/or Employer
Matching Contribution Accounts under the terms of the Plan.

1.14 "Employing Company" shall mean the employer corporation
which pays the particular Employee.

1.15 "Entry Date" shall mean June 1 and December 1 of each year.
Effective on and after June 1, 1993, and except as otherwise
provided in Article II, "Entry Date" shall mean January 1,
April 1, July 1, and October 1 of each year.

1.16 "ERISA" shall mean the Employee Retirement Income Security
Act of 1974, as amended.

1.17 "ESOP Account" shall mean the account established under the
Plan to hold Employer contributions made pursuant to Section 5.1
and allocated pursuant to Section 5.3.

1.18 "Excused Absence" means any of the following:

     (a)    Absence on leave granted by the Employer for any
cause for the period stated in such leave, or, if no period is
stated, then for six (6) months and any extensions that the
Employer may grant in writing.  For the purpose of this
subparagraph (a), the Employer shall give equal treatment to all
Employees in similar circumstances.

     (b)    Absence in any circumstance provided that the
Employee continues to receive his regular compensation from the
Employer.

     (c)    Absence in the armed forces of the United States or
government service in time of war or national emergency.

     (d)    Absence by reason of illness or Disability until such
time as the employment relationship between Employee and Employer
is severed.

                              - 4 -
An "Excused Absence" shall cease to be an "Excused Absence"
and shall be deemed a Break in Service as of the later of (1) or
(2):

            (1)     The first day of such absence if the Employee
     fails to return to the service of the Employer-

               (A)  Within five (5) days of expiration of any
            leave of absence referred to in paragraph (a) hereof;

               (B)  At such time as the payment of regular
            compensation is discontinued as referred to in
            paragraph (b) hereof;

               (C)  Within six (6) months after his discharge or
            release from active duty, or, if the Employee does
            not return to service with the Employer within the
            said six (6) months' period by reason of a disability
            incurred while in the armed forces, if he returns to
            service with the Employer upon the termination of
            such Disability as evidenced by release from
            confinement in a military or veterans hospital, or

               (D)  Upon recovery from illness or Disability.
            (The Administrative Committee, after consultation
            with a physician of its choice, shall be the sole
            judge of whether or not recovery from illness or
            Disability has occurred for the purpose of this
            subsection.)

            (2)     The first day of the first Plan Year in which
     the Employee fails to complete more than five hundred (500)
     Hours of Service.

1.19 "Hour of Service" shall mean (a) each hour for which an
Employee is paid or entitled to payment for the performance of
duties for the Employer during the applicable computation period,
(b) each hour for which an Employee is paid or entitled to
payment by the Employer on account of a period of time during
which no duties are performed (irrespective of whether the
employment relationship has terminated) due to vacation, holiday,
illness, incapacity (including Disability), layoff, jury or
military duty, or leave of absence, and (c) each hour for which
back pay, irrespective of mitigation of damages, is either
awarded or agreed to by the Employer.  Notwithstanding the
foregoing, (i) not more than five hundred one (501) Hours of
Service shall be credited to an Employee on account of any single
continuous period during which the Employee performs no duties;
(ii) no credit shall be granted for any period with respect to
which an Employee receives payment or is entitled to payment
under a plan maintained solely for the purpose of complying with
applicable workers' compensation or disability insurance laws;
and (iii) no credit shall be granted for a payment which solely
reimburses an Employee for medical or medically related expenses
incurred by the Employee.  Service rendered at overtime or other

                              - 5 -
premium rates shall be credited at the rate of one (1) Hour of
Service for each hour worked, regardless of the rate of
compensation in effect with respect to such hour.

     Hours of Service may also be credited solely on the basis of
hours worked or regular time hours, in accordance with the
regulations issued by the Secretary of Labor.

     In determining the number of Hours of Service to be credited
to an Employee, as well as in determining the computation period
to which all Hours of Service should be credited, to the extent
not provided above, the rules set forth in Department of Labor
Regulations 29 CFR Sections 2530.200b-2(b) and (c), which are
hereby incorporated by reference, shall be followed.

     Solely for purposes of determining whether a Break in
Service, as defined in Section 1.5, for participation purposes,
has occurred in a computation period, an individual who is absent
from work for maternity or paternity reasons shall receive credit
for the Hours of Service which would otherwise have been credited
to such individual but for such absence, or in any case in which
such hours cannot be determined, eight (8) Hours of Service per
day of such absence.  For purposes of this paragraph, an absence
from work for maternity or paternity reasons means an absence (i)
by reason of the pregnancy of the individual, (ii) by reason of a
birth of a child of the individual, (iii) by reason of the
placement of a child with the individual in connection with the
adoption of such child by such individual, or (iv) for purposes
of caring for such child for a period beginning immediately
following such birth or placement.  The Hours of Service credited
under this paragraph shall be credited (i) in the computation
period in which the absence begins if the crediting is necessary
to prevent a Break in Service in that period, or (ii) in all
other cases, in the following computation period.  The total
number of Hours of Service required to be treated as completed
for any period referred to in this paragraph shall not exceed 501
hours.

1.20 "Investment Committee" shall mean the committee appointed by
the Board of Directors and acting pursuant to the provisions of
Section 12.4.

1.21 "Investment Manager" shall mean an investment manager or
managers, who satisfy the requirements of Section 3(38) of ERISA,
appointed by the Administrative Committee pursuant to Section
12.3, if any, to manage, acquire and dispose of the assets of the
Plan as specified in such appointment.

1.22 "Participant" shall mean any person who has been or is an
Employee and who has been admitted to participate in the Plan
pursuant to the provisions of Article II.  The term "Participant"
shall include active Participants (those who are currently
eligible to share in Employer contributions to the Plan), retired
Participants (those former Employees presently receiving benefits
under the Plan) and vested Participants (Employees who are no

                              - 6 -
longer active Participants, former Employees who have incurred
Breaks in Service and, if the Plan is terminated, former active
Participants who remain Employees of the Employer, any of whom
are entitled at some future date to the distribution of benefits
from the Plan).

1.23 "Plan" shall mean the Moog Inc. Savings and Stock Ownership
Plan as from time to time in effect.

1.24 "Plan Year" shall mean the twelve month period beginning
each October 1 and ending each September 30.

1.25 "Qualified Participant" shall mean any Participant who has
attained age 55 and completed at least ten years of participation
in the Plan counting only Years since October 1, 1987 by the
close of the preceding Plan Year.

1.26 "Retirement" shall mean termination of service at or after
age 65, or termination of service at or after age 55 after the
completion of 10 or more Years of Service for the Employer.

1.27 "Rollover Account" shall mean the account established for a
Participant pursuant to Section 7.1.

1.28 "Savings Account" shall mean the account maintained for a
Participant pursuant to Section 4.1 to record contributions on
his behalf by the Employer pursuant to a Savings Agreement, and
adjustments relating thereto.  Amounts credited to a
Participant's Savings Account shall be 100% vested and
nonforfeitable at all times.

1.29 "Savings Agreement" shall mean a written salary reduction
agreement with the Employer which will be applicable to all
payroll periods within a Plan Year.  The terms of any such salary
reduction agreement shall provide that the Participant agrees to
accept a reduction in compensation from the Employer which may be
expressed as a percentage of his Compensation per payroll period
but which shall not exceed 20% of such Compensation, or such
other percentage as the Administrative Committee may, in its
discretion, specify from time to time and shall be subject to the
rules established in Section 4.4.  A Participant may make a
special election, on a written salary reduction agreement
provided for that purpose, to increase or decrease (including
decreasing to 0%) the salary reduction otherwise applicable to
profit share payments from the Employer, subject to applicable
limits and the provisions of the Plan.

1.30 "Trust Agreement" shall mean the Moog Inc. Savings and Stock
Ownership Plan Trust Agreement as from time to time amended.

1.31 "Trustee" shall mean the trustee at any time appointed and
acting as trustee of the Trust Fund.

1.32 "Trust Fund" and "Trust" shall mean all of the assets of the
Plan held by the Trustee (or any nominee thereof) at any time
under the Trust Agreement, as described in Article X.

                              - 7 -
1.33 "Year of Service" shall have the following meanings when
used in the Plan:

     (a)    When applied to any provisions concerning Employer
contributions, a "Year of Service" shall mean any Plan Year
during any part of which the Employee was a Participant and
during which he or she completed one thousand (1,000) or more
Hours of Service. However, a "Year of Service" will not be
credited for any period of Excused Absence after the Participant
incurs a Break in Service during such absence from the service of
the Employer.

     (b)    For the purposes of paragraph (c) of this
Section 1.33, service with any Affiliate shall be considered
service with the Employer.

     (c)    When applied to the eligibility provisions under
Section 2.1, a "Year of Service" shall mean completion of one
thousand (1,000) or more Hours of Service in the period of twelve
consecutive months commencing on the Employee's most recent date
of employment commencement or completion of one thousand (1,000)
or more Hours of Service in any Plan Year, measured from the Plan
Year commencing coincident with or next following the date on
which the Employee first performs an Hour of Service.

     (d)    For participation and retirement eligibility and
vesting purposes, each Transferred Employee (as defined in
Section 20.1) shall be credited under the Plan with service
credited under the AS Savings Plan (as defined in Section 20.1).

1.34 "Affiliate" shall mean:

     (a)    any corporation that is a member of a controlled
group of corporations (as defined in Code Section 414(b)) of
which the Employer is also a member;

     (b)    any trade or business whether or not incorporated
that is under common control (as defined in Code Section 414c))
with the Employer;

     (c)    any trade or business required to be aggregated with
the Employer in accordance with the affiliated service group
rules under Code Section 414(m); or

     (d)    any other entity required to be aggregated with the
Employer pursuant to Treasury regulations under Code
Section 414(o);

provided, however, that a corporation or other trade or business
shall not be an Affiliate during any period when it was not
related to the Employer within the meaning of this Section 1.34.

1.35 "Highly Compensated Employee" means an Employee who is a
"highly compensated employee" within the meaning of Code
Section 414(q) and Treasury regulations thereunder.  This

                              - 8 -
definition includes an Employee who is a five-percent owner of
the Employer or any Affiliate (or who is deemed to be a
five-percent owner due to family or other relationships) and an
Employee who is a member of the family of one of the ten most
highly paid Highly Compensated Employees of the Employer and all
Affiliates.  For purposes of this Section 1.35, "family" includes
the spouse, lineal ascendants and descendants of the Employee,
and the spouse of such lineal ascendants and descendants.

1.36 "Valuation Date" means the last day of each month.

1.37 The masculine pronoun wherever used includes the feminine
pronoun.

                              - 9 -
Article II

                  PARTICIPATION AND ENTRY DATE

2.1  Initial Eligibility.  Every Employee, other than (a) persons
whose terms and conditions of employment are determined by
collective bargaining with a third party and with respect to whom
inclusion in this Plan has not been provided for in the
collective bargaining agreement setting forth those terms and
conditions of employment, (b) any person regularly employed by
the Employer outside of the United States, and (c) any person not
considered a permanent Employee of the Employer (unless such
nonpermanent Employee completes a Year of Service), shall be
eligible to participate in the Plan as of the first day of the
first calendar month coincident with or next following such
Employee's completion of one Year of Service (the "Initial
Eligibility Date") and, if an Employee does not elect to
participate in the Plan pursuant to Section 2.2 as of his Initial
Eligibility Date, he may thereafter so elect to participate in
the Plan as of any subsequent Entry Date.  Notwithstanding the
foregoing, a Transferred Employee (as defined in Section 20.1)
who is credited under the Plan with at least one Year of Service
as of June 18, 1994 shall initially be eligible to participate in
the Plan on June 18, 1994.

2.2  Procedure for and Effect of Admission.  Each Employee who
becomes eligible for admission to participation in this Plan
shall complete a Savings Agreement, and such other forms, and
provide such data, as are reasonably required by the
Administrative Committee as a precondition for such admission.
By becoming a Participant, each Employee shall for all purposes
be deemed conclusively to have assented to the provisions of the
Plan, the corresponding Trust Agreement and to all amendments to
such instruments heretofore or hereafter adopted.

2.3  Breaks in Service; Termination of Employment.  Any
individual who experienced a termination of employment with the
Employer which resulted in a Break in Service shall be eligible
to become a Participant on the first day of the month coincident
with or next following his date of reemployment as an Employee,
provided he had satisfied the requirements of Section 2.1 for
entry as a Participant.  If an individual had satisfied the
service requirements for entry as a Participant, but failed to
become a Participant solely by reason of not being an Employee on
the Entry Date as of which participation would have commenced, he
will be a Participant on the first day of the month coincident
with or next following his recommencement of employment as an
Employee if such employment recommencement occurs prior to a
Break in Service.  Effective for Plan Years beginning before
January 1, 1994, if an individual experiences a Break in Service
after becoming a Participant, but without experiencing a
termination of employment as an Employee, he shall be deemed to
have again become a Participant as of the first day of the first
Plan Year in which he satisfies the one-year service requirements
of Section 2.1 for participation in the Plan.
- 10 -
                           Article III

                          CONTRIBUTIONS

3.1  Employer Contributions.  The Employer may make contributions
under the Plan at such times and in such amounts and subject to
the conditions and limitations set forth in Articles IV, V and
VI.  Contributions made to the Plan are conditioned upon the
deductibility of such contributions under the Code.

3.2  Employee Contributions.  Employees may make contributions
under the Plan at such times and in such amounts and subject to
the conditions and limitations set forth in Article VII.

                             - 11 -
Article IV

                      SAVINGS CONTRIBUTIONS

4.1  Amount of Savings Contributions.  For each Plan Year, the
Employer shall contribute to the Plan an amount equal to the
total amount of contributions to be made by it pursuant to the
Savings Agreements for such Plan Year.

4.2  Allocation of Savings Contributions.  The Employer's
contributions made in accordance with Savings Agreements shall be
allocated to the Savings Accounts of Participants in amounts
equal to the amount of savings deductions agreed to by each
Participant and by which his salary was actually reduced under
his Savings Agreement.

4.3  Timing of Savings Contributions Allocations.  The Employer
will make savings contributions to the Trust Fund on the same
basis that the Participant is paid (e.g., weekly, semimonthly or
monthly); the amount of each savings contribution shall equal the
amount the Employer has agreed to contribute for that payroll
period pursuant to the applicable Savings Agreements.

4.4  Requirements Regarding Savings Agreements.  Savings
Agreements shall be governed by the following:

     (a)    A Savings Agreement shall apply to each payroll
period during which an effective Savings Agreement is on file
with the Employer.

     (b)    In consideration of a Savings Agreement, the Employer
will make a savings contribution to the Participant's Savings
Account on behalf of the Participant for such Plan Year in an
amount equal to the total amount by which the Participant's
Compensation from the Employer was reduced during the Plan Year
pursuant to the Savings Agreement.

     (c)    In no event may the Employer make savings
contributions to a Participant's Savings Account in excess of the
limits of Code section 402(g) (that is, $7,000, as such amount
may be adjusted by the Secretary of the Treasury) for any taxable
year of such Participant.  A Participant may assign to the Plan
any "excess savings contributions" (as hereinafter defined) made
during a taxable year of the Participant by notifying the
Administrative Committee on or before March 1 of his following
taxable year of the amount of the "excess savings contributions"
to be assigned to the Plan.  Notwithstanding any other provision
of the Plan, "excess savings contributions", plus any income and
less any loss allocable thereto, shall be distributed no later
than April 15 to any Participant to whose Savings Account "excess
savings contributions" were assigned for the preceding year and
who claims "excess savings contributions" for such taxable year.
The income or loss allocable to "excess savings contributions" is
the sum of (i) income or loss allocable to the Participant's

                             - 12 -
Savings Account for the taxable year multiplied by a fraction,
the numerator of which is such Participant's "excess savings
contributions" for the year and the denominator of which is the
Participant's account balance attributable to savings contribu-
tions without regard to any income or loss occurring during such
taxable year, and (ii) ten percent (10%) of the amount determined
under (i), multiplied by the number of whole calendar months
between the end of the Participant's taxable year and the date of
distribution, counting the month of distribution if distribution
occurs after the fifteenth day of such month.  For purposes of
this Section 4.4(c), the term "excess savings contributions"
shall mean those savings contributions that are includible in a
Participant's gross income under Section 402(g) of the Code to
the extent such Participant's savings contributions for a taxable
year exceed the dollar limitation in effect under said Section
402(g).  "Excess savings contributions" shall be treated as
annual additions under the Plan for purposes of Section 16.1,
unless such amounts are distributed no later than the first April
15 following the close of the Participant's taxable year.

     (d)    In the event the Administrative Committee determines
that the Employer's savings contributions made on behalf of
certain Highly Compensated Employees might cause the Plan to fail
to meet the nondiscrimination requirements of Section 401(k) of
the Code, the Employer may reduce the permissible percentages of
savings contributions under the Plan for such Highly Compensated
Employees.  In this regard, the average of the percentages of
Compensation contributed by the Employer for Highly Compensated
Employees for any Plan Year must either be (i) not more than such
average for all other eligible Employees for such Plan Year
multiplied by one and one-quarter (1.25) or (ii) not more than
two (2) percentage points greater than such average for all
eligible Employees for such Plan Year and not more than such
average for all other such eligible Employees for such Year
multiplied by two (2).

     (e)    Notwithstanding any other provision of the Plan,
"excess contributions" (as hereinafter defined), reduced by the
amount of any "excess savings contributions" (as defined in
Section 4.4(c)) previously distributed pursuant to Section 4.4(c)
plus any income and less any losses allocable thereto, shall be
distributed no later than the last day of any Plan Year to
Participants to whose accounts such excess contributions were
allocated for the preceding Plan Year.  Such distributions shall
be made to Highly Compensated Employees on the basis of the
respective portions of the excess contributions attributable to
each of such Employees.  "Excess contributions," including any
amounts recharacterized, shall be treated as annual additions
under the Plan for purposes of Section 16.1.  "Excess contribu-
tions" shall be adjusted for any income or loss up to the date of
distribution.  The income or loss allocable to "excess
contributions" shall be the sum of:  (i) income or loss
applicable to the Participant's Savings Account for the Plan Year
multiplied by a fraction, the numerator of which shall be such
Participant's "excess contributions" for the Plan Year and the

                             - 13 -
denominator of which shall be the Participant's account balance
attributable to savings contributions without regard to any
income or loss occurring during such Plan Year, and (ii) ten
percent (10%) of the amount determined under (i) multiplied by
the number of whole calendar months between the end of the Plan
Year and the date of distribution, counting the month of
distribution if distribution occurs after the fifteenth day of
such month.  For purposes of this Section 4.4(d), the term
"excess contributions" shall mean, with respect to any Plan Year,
the excess of (i) the aggregate amount of savings contributions
for such Plan Year over (ii) the maximum amount of such
contributions permitted by the test set forth in the second
sentence of Section 4.4(d), determined by reducing such
contributions made on behalf of Highly Compensated Employees in
the order of whose average percentages of Compensation so reduced
was greatest.  In lieu of distributing savings contributions, the
Administrative Committee may on a uniform basis permit Partic-
ipants to elect to treat their "excess contributions", reduced by
the amount of any "excess savings contributions" (as defined in
Section 4.4(c)) previously distributed pursuant to Section
4.4(c), as having been distributed to them and then recontributed
by them to the Plan.  Any such recharacterized amounts shall be
nonforfeitable and subject to the same distribution requirements
as salary contributions.  Any such recharacterization shall occur
no later than two and one-half (2-1/2) months after the last day
of the Plan Year in which such "excess contributions" arose.

     (f)    A Savings Agreement may be amended by a Participant
only once during each quarter of the Plan Year where the purpose
of the amendment is to increase or decrease the amount of such
Participant's Compensation which is subject to salary reduction
during the remainder of such Plan Year.

     (g)    The Employer may revoke its Savings Agreements with
some or all Participants who are Highly Compensated Employees or
amend its Savings Agreements with some or all Highly Compensated
Employees on a uniform basis if it determines that such uniform
revocation or amendment to all Savings Agreements is the most
appropriate means of satisfying the nondiscrimination tests of
Section 401(k) of the Code for any Plan Year.

     (h)    Savings Agreements and amendments to Savings
Agreements shall be effective as of the payroll period ending
after the Savings Agreement or amendment to the Savings Agreement
is executed by the Participant and the Employer or as soon
thereafter as practicable, unless a different effective date is
stated therein and agreed to by the Participant and the Employer.

     (i)    For all periods prior to April 1, 1990, notwith-
standing subsection (f) above, no Savings Agreements or
amendments to Savings Agreements applicable to a given Plan Year
may be entered into during the last quarter of the Plan Year at
the direction of a Participant.

                             - 14 -
(j)    Notwithstanding anything in subsection (i) above to
the contrary, the Employer may amend or revoke a Savings
Agreement with any Participant at any time if the Employer
determines that such revocation or amendment is necessary to
insure that contributions due to a Participant's Savings
Agreement will not exceed the limitations of Section 415 of the
Code or to insure that the discrimination tests of Section 401(k)
of the Code are met for any Plan Year, or as the Employer deems
advisable to maintain the tax-qualified status of the Plan.

     (k)    Except as expressly provided above, a Savings
Agreement applicable to any Plan Year, once made, may not be
revoked or amended by the Participant or the Employer.

     (l)    Subject to subsection (f) of this Section 4.4, a
Participant may elect to suspend his Savings Agreement during a
Plan Year.  Such suspension shall be effective in accordance with
uniform rules promulgated by the Administrative Committee.  Any
election to suspend operation of the Savings Agreement shall be
effective until at least the next Entry Date following the
effective date of suspension.

                             - 15 -
Article V

                       ESOP CONTRIBUTIONS

5.1  Amount of ESOP Contributions.

     (a)    Acquisition Loan.  For each Plan Year in which there
is an outstanding Acquisition Loan, the Employer shall contribute
to the Trust Fund a cash amount sufficient to pay the principal
and interest then due under the terms of any Acquisition Loan
then outstanding after taking into consideration dividends paid
on Employer Stock held in the Employer Stock Suspense Account and
other payments applied to payment of the Acquisition Loan.

     (b)    No Acquisition Loan.  For each Plan Year in which
there is no outstanding Acquisition Loan, the Board of Directors
may, in its sole discretion, direct a contribution to be made
under the Plan by the Employer, in an amount not to exceed the
applicable limitations of the Code.

5.2  Allocation of ESOP Contributions.

     (a)    Acquisition Loan.  For each Plan Year in which the
Employer makes a contribution under the Plan pursuant to Section
5.1(a), all shares of Employer Stock withdrawn from an Employer
Stock Suspense Account during the Plan Year in accordance with
Section 9.2 of the Plan (other than shares allocated to Employer
Matching Contribution Accounts) shall be allocated to each
Participant's ESOP Account for such Plan Year by allocating the
total contribution made by the Employer in the same proportion
that the Participant's Compensation for such Plan Year bears to
the total Compensation of all Participants for such Plan Year.

     (b)    No Acquisition Loan.  For each Plan Year in which the
Employer makes a contribution under the Plan pursuant to Section
5.1(b), such contribution shall be allocated to each Participant
for such Plan Year by allocating the total contribution made by
the Employer in the same proportion that the Participant's
Compensation for such Plan Year bears to the total Compensation
of all Participants for such Plan Year.

5.3  Timing of ESOP Contribution Allocations.

     (a)    Acquisition Loan.  For any Plan Year in which the
Employer makes a contribution under the Plan pursuant to
Section 5.1(a) which is allocable to Participants' ESOP Accounts
pursuant to Section 5.2(a), such allocation shall be made as of
the first day of the calendar month next succeeding the day on
which a principal payment is made on an Acquisition Loan.
Allocations of ESOP contributions pursuant to this Section 5.3(a)
shall be made for all Participants whose service terminated
during such Plan Year on account of Retirement, Disability or
death.

                             - 16 -
(b)    No Acquisition Loan.  For any Plan Year in which the
Employer makes a contribution under the Plan pursuant to Section
5.1(b) which is allocable to Participants' ESOP Accounts pursuant
to Section 5.2(b), such allocation shall be made as of the first
day of the calendar month next succeeding the day on which such
contribution is made.  Allocations of ESOP contributions pursuant
to this Section 5.3(b) shall be made for all Participants whose
service terminated during such Plan Year on account of
Retirement, Disability or death.

                             - 17 -
Article VI

                 EMPLOYER MATCHING CONTRIBUTIONS

6.1  Amount of Employer Matching Contributions.  For any Plan
Year in which a Participant, pursuant to Section 6.2, directs the
Administrative Committee to instruct the Trustee to invest all or
any portion of any Employer contributions for such Plan Year to
his Savings Account in Employer Stock, the Employer shall make an
additional Employer Matching Contribution equal to twenty-five
percent (25%) of such Participant's contributions directed to be
so invested for such Plan Year.  Any contributions made by the
Employer hereunder shall be in cash or in Employer Stock as
provided in the Trust Agreement, and shall be held in a separate
Employer Matching Contribution Account for his benefit.

6.2  Timing of Employer Matching Contributions.  The
Administrative Committee shall provide the Participants hereunder
with election forms for purposes of Section 6.1 pursuant to
uniform procedures to be adopted thereby.  Employer matching
contributions made pursuant to Section 6.1 will be allocated to
the Participants' Employer Matching Contribution Accounts as soon
as practicable after the aforementioned election procedures have
been complied with.

6.3  Special Investment Requirement.  Where a Participant makes
an election under Section 6.2 which effects an Employer Matching
Contribution pursuant to Section 6.1, the portions of his
accounts invested in Employer Stock pursuant to such election may
not be reinvested in any other investment vehicle or fund under
the Plan, except as otherwise provided in Section 10.2(d).

6.4  Nondiscrimination Requirement.  In the event the
Administrative Committee determines that Employer Matching
Contributions made to the Employer Matching Contribution Accounts
of certain Highly Compensated Employees might cause the Plan to
fail to meet the nondiscrimination requirements of Section 401(m)
of the Code, the Employer shall reduce its Employer Matching
Contributions to the Employer Matching Contribution Accounts of
such Highly Compensated Employees or take any other action
permissible under the law as determined conclusively in the sole
discretion of the Administrative Committee.  In this regard, the
average of the percentages of Employer Matching Contributions
made by the Employer for, and allocated to, each Highly Compen-
sated Employee for any year must not exceed the greater of (i)
one hundred twenty-five percent (125%) of such average for all
eligible Employees for such year or (ii) the lesser of (A) two
hundred percent (200%) of such average for all eligible Employees
for such year or (B) such average for all other eligible Employ-
ees plus two (2) percentage points.

     Notwithstanding any other provision of the Plan, "excess
aggregate contributions" (as hereinafter defined), plus any
income and less any losses allocable thereto, shall be forfeited,

                             - 18 -
if forfeitable, or if not forfeitable, distributed no later than
the last day of any Plan Year to Participants to whose accounts
such "excess aggregate contributions" were allocated for the
preceding Plan Year.  Such distributions shall be made to, or
such forfeitures shall reduce the accounts of Highly Compensated
Employees on the basis of the respective portions of the "excess
aggregate contributions" attributable to each of such Employees.
"Excess aggregate contributions" shall be adjusted for any income
or loss up to the date of forfeiture or distribution.  The income
or loss allocable to "excess aggregate contributions" shall be
the sum of:  (i) income or loss applicable to the Participant's
Employer Matching Contributions Account for the Plan Year multi-
plied by a fraction, the numerator of which shall be such
Participant's "excess aggregate contributions" for the Plan Year
and the denominator of which shall be the Participant's account
balance attributable to Employer Matching Contributions without
regard to any income or loss occurring during such Plan Year, and
(ii) ten percent (10%) of the amount determined under (i) multi-
plied by the number of whole calendar months between the end of
the Plan Year and the date of distribution, counting the month of
forfeiture or distribution if forfeiture or distribution occurs
after the fifteenth day of such month.  For purposes of this
Section 6.4, the term "excess aggregate contributions" shall
mean, with respect to any Plan Year, the excess of (A) the
aggregate amount of Employer Matching Contributions for such Plan
Year over (B) the maximum amount of such Contributions permitted
by the test set forth in the second sentence of Section 6.4,
determined by reducing such Contributions made by or on behalf of
Highly Compensated Employees in the order of those average
percentages of Employer Matching Contributions which were the
largest.

     In no event shall the nondiscrimination requirements of
Section 401(k) and Section 401(m) of the Code, and the
percentages computed pursuant to the second sentence of Section
4.4(d) and the second sentence of Section 6.4, be determined by
aggregating savings contributions and Employer Matching
Contributions.  The aggregation of contributions provided in
Section 401(m)(9) of the Code and the regulations issued
thereunder shall not be applicable when determining whether the
Plan meets the nondiscrimination requirements of Section 401(k)
and Section 401(m) of the Code.

                             - 19 -
Article VII

         ROLLOVER CONTRIBUTIONS; VOLUNTARY CONTRIBUTIONS

7.1  Rollover Contributions.  An Employee in the class eligible
to participate in the Plan, regardless of whether he has
satisfied the participation requirements of Article II hereof,
may transfer to the Trust Fund a "qualified total distribution"
or a "qualified partial distribution" (as such terms are defined
in Section 402 of the Code), provided that such distribution is
paid over to the Trustee, in its absolute discretion, under the
conditions and within the time limits established under the Code
so that such distribution and the earnings thereon shall not be
considered as income to the Employee while held in the Trust
Fund, and provided further that, effective January 1, 1993, this
Section 7.1 shall apply to the transfer to the Trust Fund of any
"eligible rollover distribution" (as defined in Section 402 of
the Code).  Such distributed funds shall be held in a separate
Employee Rollover Account for his benefit.

7.2  Voluntary Supplemental Savings Contributions.  Prior to
October 1, 1989, a Participant was permitted to make
nondeductible ("after-tax") voluntary supplemental savings
contributions under the Plan as then in effect.  Such funds and
earnings thereon shall be held in a separate account for the
Participant's benefit.

7.3  Voluntary Pension Contributions.  An Employee who had made
voluntary pension contributions to the Moog Inc. Employees'
Retirement Plan as then in effect was permitted to transfer these
contributions and related earnings to the Plan effective as of
October 1, 1989.  Such funds and earnings thereon shall be held
in a separate account for the Employee's benefit.

                             - 20 -
Article VIII

                        ACQUISITION LOANS

8.1  In General.  The Trustee is expressly empowered to enter
into Acquisition Loans on behalf of the Plan upon receipt of
instructions to do so from the Investment Committee.  Such Loans
shall be made, whenever practicable, from a bank, an insurance
company, from a corporation actively engaged in the business of
lending money or from a regulated investment company and the
Trust's obligation to repay any such loan and the interest
thereon shall either be guaranteed or assumed by the Employer.
Acquisition Loans may also be made directly from the Employer to
the Trust.

8.2  Use of Proceeds.  The proceeds of any Acquisition Loan shall
be used to purchase Employer Stock.  Such purchases may be made
on the open market, from the Employer or in privately negotiated
transactions.  Notwithstanding the foregoing, the proceeds of any
Acquisition Loan may also be used to repay such loan or to repay
a prior Acquisition Loan, as determined by the Employer.

8.3  Purchase of Shares.  Shares of Employer Stock purchased by
the Trustee from the Employer with the proceeds of any
Acquisition Loan may be authorized but unissued shares of
Employer Stock or shares of such Employer Stock held as treasury
stock.  All shares of Employer Stock purchased by the Trustee
from the Employer (or any "Party in Interest" as such term is
defined in Section 3(14) of ERISA) shall be at a price equal to
the fair market value of such shares as determined by the
Trustee.  The fair market value of Employer Stock shall be its
closing price on an established securities market on the date of
any such purchase provided that such Employer Stock continues to
be listed on such market.  If the Trustee purchases shares of
Employer Stock from the Employer (or from any "Party in Interest"
as such term is defined in Section 3(14) of ERISA), no commis-
sions shall be paid with respect to such purchase.

8.4  Sole Recourse.  In no event shall the terms of any
Acquisition Loan provide or permit recourse of the lender against
the Trust Fund or any assets of the Trust Fund other than the
shares of Employer Stock acquired with the proceeds of such loan
or shares of such Stock used as collateral on a prior Acquisition
Loan repaid with the current Acquisition Loan.  Notwithstanding
the foregoing, shares of Employer Stock allocated to
Participants' Accounts pursuant to the Plan shall no longer be
subject to recourse by the lender under the terms of any
Acquisition Loan.

8.5  Loan Terms.  If an Acquisition Loan is made by the Employer
to the Trust with the proceeds of a "securities acquisition loan"
(as such term is defined in Section 133 of the Code) made by a
third party to the Employer, the terms of such Acquisition Loan
to the Trust shall not be less favorable to the Trust than the
terms obtained by the Employer under such "securities acquisition
loan".
- 21 -
8.6  Liability for Loan Terms.  The Employer acknowledges that
the terms of any Acquisition Loan made to the Trust will be
negotiated by the Investment Committee and will be determined
solely on the basis of any third party lender's evaluation of the
Employer as a credit risk.  Consequently, the Administrative
Committee and the Employer will have full fiduciary
responsibility for the terms of any such Acquisition Loan and the
Employer agrees to defend the Trustee at its expense for any
claims arising therefrom and to indemnify the Trustee for any
liability which might result from any such claim.

                             - 22 -
Article IX

                 EMPLOYER STOCK SUSPENSE ACCOUNT

9.1  Employer Stock Suspense Account.  All shares of Employer
Stock purchased by the Trust with the proceeds of any Acquisition
Loan shall for Plan purposes be held in a separate Employer Stock
Suspense Account in respect of such Acquisition Loan until paid
for and allocated.

9.2  Allocation of Employer Stock.  Shares of Employer Stock
shall be withdrawn from the Employer Stock Suspense Account and
allocated to a Participant's ESOP and/or Employer Matching
Contribution Account pursuant to applicable Treasury Regulations
and in accordance with the allocation schedule, if any, set forth
in the terms of the Acquisition Loan agreement to which such
shares relate.  Any such allocation schedule shall provide that
such shares shall be withdrawn from the Employer Stock Suspense
Account and shall be allocated over the term of the applicable
Acquisition Loan and shall be either in the ratio that principal
and interest payments made in a Plan Year bear to all anticipated
principal and interest liability under such loan as of the
beginning of such Plan Year or shall be determined solely in the
ratio that principal payments made in a Plan Year bear to
outstanding principal at the beginning of such Plan Year, but
subject to such additional requirements as might be applicable
under regulations of the United States Treasury Department
promulgated under Section 4975 of the Code.

9.3  Dividends.  All dividends paid to the Trustee on shares of
Employer Stock held in a Participant's accounts shall be
reinvested primarily in Employer Stock; provided, however, that
at the direction of the Administrative Committee, such dividends
may be paid in cash to the Participants on whose behalf such
accounts are maintained within 90 days of the applicable dividend
record date.  All dividends paid on shares of Employer Stock held
in an Employer Stock Suspense Account, and any earnings thereon,
shall be used to pay principal and interest on the Acquisition
Loan made to finance the purchase of such shares; except that
dividends which the Trustee determines are not currently needed
to pay principal or interest on such Acquisition Loan may, in the
discretion of the Administrative Committee, be treated as
earnings on Employer Stock previously allocated to Participants
and may be held, invested or distributed pursuant to Section
10.2, as directed by the Administrative Committee.

                             - 23 -
Article X

                         THE TRUST FUND

10.1 Trust Fund.  All contributions made under the Plan shall be
paid to the Trustee from time to time in accordance with the
provisions of the Plan, and the investments thereof, shall,
together with the earnings and income thereon, be held by the
Trustee IN TRUST and invested in accordance with the provisions
of the Trust Agreement for the exclusive benefit of Participants
and their Beneficiaries.  No person shall have any rights to or
interest in the Trust Fund or the specific assets thereof except
as provided in the Plan and the Trust Agreement.

10.2 Investment of ESOP and Employer Matching Contributions.

     (a)    In General.  The Trustee shall invest and reinvest
the Participants' ESOP Accounts and Employer Matching
Contribution Accounts primarily in Employer Stock.  Any cash
contributed by the Employer to the Trust Fund for such Accounts,
other than cash contributed for the payment of principal and
interest currently due under the terms of an Acquisition Loan,
and all dividends received by the Trustee with respect to
Employer Stock in the Trust Fund not held in an Employer Stock
Suspense Account shall be used to purchase shares of Employer
Stock or shall be otherwise invested as the Trustee shall
determine or, pursuant to a Participant's instructions, in
Employer Stock; except that dividends received in respect of
shares of Employer Stock allocated to Participants' Accounts may,
at the direction of the Administrative Committee, be paid in cash
to such Participants within 90 days of the applicable dividend
record date.

     (b)    Purchases of Employer Stock.  Shares of Employer
Stock contributed by or purchased from the Employer may be
authorized but unissued shares of such Stock or shares of such
Stock held as treasury stock.  Any purchases of Employer Stock
may be made on the open market, from the Employer or in privately
negotiated transactions.  All purchases of Employer Stock by the
Trustee from the Employer shall be made at a price equal to the
fair market value of such Employer Stock as determined by the
Trustee.  The fair market value of Employer Stock shall be its
closing price on an established securities market on the date of
any such purchase provided that such Employer Stock continues to
be listed on such market.

     (c)    Temporary Investments.  Pending investment of the
Participants' ESOP and Employer Matching Contribution Accounts in
Employer Stock, the Trustee may invest any cash held therein in
short-term obligations of the United States Government or
agencies thereof or in other types of short-term investments,
including commercial paper (other than obligations of the
Employer or its affiliates) and money market mutual funds, and
commingled funds for the short-term investment of cash maintained

                             - 24 -
by the Trustee.  In the event the Trustee finds it necessary to
dispose of any Employer Stock under circumstances which require
registration or qualification under Federal or state securities
laws, the Employer, at its expense, will take or cause to be
taken any and all such actions as may be necessary or appropriate
to comply with such laws.

     (d)    ESOP Diversification.  Notwithstanding the foregoing
and Section 6.3, commencing in the Plan Year which is no later
than ten years after October 1, 1987 and in each Plan Year
thereafter the Plan will make available to Qualified Participants
alternative investment options with respect to the investment of
their ESOP and/or Employer Matching Contribution Accounts
consistent with United States Treasury Department Regulations.
Such investment options may include one or more of the investment
funds established pursuant to Section 10.3.  During the first 90
days of the Plan Year immediately following the Plan Year in
which a Participant has become a Qualified Participant, he may
elect to transfer up to 25% of the amount to the credit of his
ESOP and/or Employer Matching Contribution Account as of the
close of the Plan Year preceding such election into one or more
of the alternative investment funds then available under the
Plan.  During the first 90 days of the second, third, fourth,
fifth and sixth Plan Years immediately following the Plan Year in
which a Participant has become a Qualified Participant, he may
make the same election as provided in the preceding sentence
except that the 25% maximum shall be reduced by whatever
percentage or percentages of his ESOP and/or Employer Matching
Contribution Account have been transferred pursuant to a prior
election; provided, however, that in the sixth such Plan Year the
maximum percentage of his account which may be so transferred
shall be 50% reduced by the total percentage previously elected.
In the event the Plan does not make alternative investment
options available to Qualified Participants as above provided,
Qualified Participants shall have the right to elect current
distributions of their ESOP and/or Employer Matching Contribution
Accounts in lieu of and to the same extent and in the same manner
as the elective investment transfers provided above.

10.3 Investment of Other Contributions.

     (a)    In General.  All contributions made under the Plan
except for those specified in Section 10.2 shall be paid over to
the Trustee and, pursuant to each Participant's instructions,
shall be invested and reinvested by the Trustee or by an
Investment Manager appointed by the Administrative Committee in
one or more investment funds established from time to time by the
Administrative Committee.  Requirements for the timing and
frequency of and any limitations regarding investment election
changes shall be established from time to time by the
Administrative Committee.

     (b)    Investment in Employer Stock.  For the purpose of
investing contributions pursuant to this Section 10.3, the
Trustee shall establish investment funds to be invested solely in

                             - 25 -
Employer Stock (collectively, the "Employer Stock Investment
Fund").  This Employer Stock Investment Fund shall be used for
purposes of the Participant investment elections relating to the
contributions provided for under Articles IV and VII.  For
purposes of obtaining the Employer Stock to be used in such
Employer Stock Investment Fund, purchases of Employer Stock may
be made on the open market, from the Employer or in privately
negotiated transactions (as provided in Section 10.2(b)), or the
Administrative Committee may direct the Trustee to purchase the
Employer Stock from the Plan for its then fair market value.  The
proceeds of any such sale by the Plan shall be used by the
Trustee to repay the Acquisition Loan.  In such event, the
Employer Stock purchased from the Employer Stock Suspense Account
will be allocated to the appropriate Employer Stock Investment
Fund for purposes of the Employees' Savings Account.  Participant
investments in Employer Stock pursuant to this Section 10.3 may
not be reinvested in any other investment vehicle or fund under
the Plan.

10.4 Voting of Allocated Shares.  Employer Stock held by the
Trustee and allocated to Participants' Accounts shall be voted by
the Trustee at each annual meeting and at each special meeting of
stockholders of the Employer as directed by the Participant (or
his Beneficiary) to whose Account such Employer Stock is
credited.  Fractional shares shall be aggregated for this
purpose.  The Employer shall cause each Participant (or his
Beneficiary) to be provided with a copy of a notice of each such
stockholder meeting and the proxy statement of the Employer,
together with the appropriate form for indicating his voting
instructions.  If instructions are not timely received by the
Trustee with respect to any such Employer Stock, the Trustee
shall vote the uninstructed Employer Stock as directed by the
Investment Committee.

10.5 Voting of Unallocated Shares.  Employer Stock held by the
Trustee in an Employer Stock Suspense Account shall be voted by
the Trustee as directed by the Investment Committee.

10.6 Purchase Offers - Allocated Shares.  Each Participant or his
Beneficiary shall have the right to direct the Trustee as to the
manner in which to respond to any tender, exchange or purchase
offer, or any matter related thereto, with respect to Employer
Stock credited to his Account.  The Trustee will endeavor to
distribute or cause to be distributed to each such Participant or
Beneficiary all written materials received by the Trustee as
record owner of Employer Stock pertaining to any such offer and
shall provide forms for giving such directions.  A Participant or
Beneficiary may at any time revoke or change any such direction
upon submission to the Trustee of a timely new direction.  If
Participant or Beneficiary directions are not timely received by
the Trustee with respect to any such Employer Stock, the Trustee
shall accept or reject the offer with respect to such
uninstructed Employer Stock as directed by the Investment
Committee.

                             - 26 -
10.7 Purchase Offers - Unallocated Shares.  The Trustee shall
accept or reject any such tender, exchange or purchase offer with
respect to Employer Stock held by the Trustee in an Employer
Stock Suspense Account as directed by the Investment Committee.

10.8 Trustee's Fiduciary Duties.  The Trustee shall discharge its
duties with respect to Employer Stock solely in the interests of
the Participants and Beneficiaries of the Plan and in accordance
with the fiduciary requirements of ERISA.  The Trustee is
authorized to engage independent advisors, consultants, counsel
and experts in furtherance of its duties and responsibilities
hereunder.

10.9 Receipt of Cash Upon Sale or Exchange of Allocated Shares.
If any Employer Stock allocated to Participants' Accounts is sold
or exchanged in a tender, exchange or purchase offer or in a
transaction relating thereto or following any such offer or in a
similar transaction, including a merger or reorganization of the
Employer in which the stockholders of the Employer receive cash
or non-equity securities, the cash or securities received in ex-
change therefor shall be held in a separate investment fund in
the Trust Fund for the Accounts of the Participants and
Beneficiaries in respect of whose interests in Employer Stock
were sold or exchanged.  Any cash shall be invested in short-term
investments pending amendment of the Plan and Trust to provide
for the future investment of same or the termination of the Plan
and Trust.

10.10 Receipt of Cash Upon Sale or Exchange of Unallocated
Shares.  If any Employer Stock held in an Employer Stock Suspense
Account is sold or exchanged in a tender, exchange or purchase
offer or in a transaction relating thereto or following any such
offer or in a similar transaction, including a merger or
reorganization of the Employer in which the stockholders of the
Employer receive cash or non-equity securities, or any such
Employer Stock is allocated to any other Account established
under the Plan, any cash received therefor shall be used to pay
principal and interest under outstanding Acquisition Loans and
any securities received therefor shall be sold by the Trustee as
soon as practicable and the cash proceeds thereof shall be used
for the same purpose.  If after the repayment of all amounts of
principal and interest owed under all Acquisition Loans there
remains any excess amount in such Employer Stock Suspense
Account, such excess amount shall be allocated to Participants'
and Beneficiaries' Accounts in the ratio that the value of each
such Account as of the last day of the calendar month immediately
preceding such allocation bears to the total value of all such
Accounts as of the same date.  In the event any Employer Stock
held in an Employer Stock Suspense Account is sold or exchanged
pursuant to this Section 10.10, all Accounts of Participants and
Beneficiaries under the Plan and Trust shall immediately become
100% vested and nonforfeitable.

                             - 27 -
Article XI

                  DISTRIBUTION TO PARTICIPANTS

11.1  Retirement, Disability or Death.

      (a)   In General.  If a Participant's service is terminated
by Retirement, Disability, lay-off or death, the amount to the
credit of his Accounts as of the Valuation Date coinciding with
or next following such termination shall be distributed to him,
if living, or to his designated Beneficiary if he is then dead,
in a lump sum within sixty (60) days following such Valuation
Date or as soon thereafter as practicable, but in no event later
than the April 1st of the calendar year following the calendar
year in which he attains age 70-1/2, as required pursuant to
subsection (b) below.  The Participant's share of the subsequent
Employer contributions, if any, for the year of Retirement,
Disability or death shall either be distributed within ninety
(90) days following the end of such year or as soon thereafter as
practicable to him or to his designated Beneficiary or estate.
Notwithstanding the foregoing, unless a Participant elects
otherwise, the amount to the credit of his Accounts shall be
distributed to him no later than sixty (60) days after the latest
of the close of the Plan Year in which (i) he attains age 65,
(ii) occurs the tenth (10th) anniversary of the year he commenced
participation in the Plan or (iii) he terminates his service with
the Employer.

      (b)   Required In-Service Distributions.

            (i)     The payment of the amount to the credit of a
Participant's accounts shall commence not later than the April 1
next following the calendar year in which he attains age 70-1/2.

            (ii)    Notwithstanding anything to the contrary
contained in clause (i) above, the payment of the amount to the
credit of a Participant's accounts, where such Participant
attained age 70-1/2 prior to January 1, 1988 and is still an
Employee as of the April 1 next following the calendar year in
which he attains age 70-1/2, shall commence not later than the
April 1 of the calendar year following the calendar year in which
he retires.

            The payment of the amount to the credit of a
Participant's accounts, where such Participant attained age
70-1/2 during the 1988 calendar year and was still an Employee as
of January 1, 1988, shall commence not later than April 1, 1990.

            (iii)   The minimum annual distribution required
under clause (ii) above shall be equal to an amount determined by
dividing the value of the Participant's accounts as of the last
business day in the previous calendar year by whichever of the
following life expectancies is selected by the Participant:

                             - 28 -
(A)  the Participant's life expectancy; or

               (B)  the joint life and last survivor expectancy
      of the Participant and his Beneficiary.

            (iv)    The commencement of a Participant's minimum
required distributions under clauses (ii) and (iii) above shall
not affect his ability to make Employee contributions or to
receive allocations of Employer contributions.

            (v)     For purposes of this subsection (b), the life
expectancy of a Participant and a Participant's spouse may be
redetermined, but not more frequently than annually, and in
accordance with such rules as may be prescribed by Treasury
Regulations.  Further, life expectancy and joint and last
survivor expectancy shall be computed using the return multiples
of Treasury Regulation Section 1.72-9.

            (vi)    Regardless of the form of payment, all
distributions shall comply with Section 401(a)(9) of the Code and
the Treasury Regulations thereunder, including the minimum
distribution incidental death benefit requirement of Section
401(a)(9)(G) of the Code and the Treasury Regulations thereunder,
and such provisions shall override any Plan provisions otherwise
inconsistent therewith.

11.2  Vesting.  All amounts to the credit of a Participant's
accounts under this Plan shall be 100% vested and nonforfeitable
at all times.

11.3  Consents.  If the amount to the credit of a Participant's
accounts exceeds $3,500 and becomes distributable to him on an
immediate lump sum basis pursuant to Section 11.1, no such
distribution shall be made to him unless he consents in writing
to same.  Failure to give such consent shall be deemed to be an
election to have the amount to the credit of his accounts
distributed in a lump sum after the Valuation Date coinciding
with or next following the date on which he attains age 70-1/2 or
on which the Administrative Committee receives notice of his
death or on which he gives such consent, whichever is the
earliest; provided, however, that if the Participant's
Beneficiary is his surviving spouse, the Participant's surviving
spouse may defer distribution after the Participant's death until
the last day of the month in which he would have attained age 70-
1/2.

      For purposes of determining whether the value of a
Participant's accounts does not exceed $3,500, the combined value
of the Participant's AS Savings Plan Account (as defined in
Section 20.1) and his other accounts under the Plan shall be
considered.

11.4  Risk of Loss.  If the amount to the credit of a Parti-
cipant's Accounts is distributable to him on a deferred basis as
provided above, his Accounts shall remain invested in the Trust

                             - 29 -
Fund pursuant to his instructions, subject to periodic
revaluation and the consequent risk of loss.

11.5  Beneficiaries.  Designation of Beneficiaries must be made
in writing and filed with the Employer in such form and manner as
the Administrative Committee from time to time may determine, and
Beneficiaries may be changed at any time prior to the death of
the Participant in the same manner.  Any Beneficiary designation
made by a married Participant shall be ineffective unless his
spouse is the designated Beneficiary or consents to such
designation in accordance with Section 205(c)(2)(A) of ERISA.
Any Beneficiary designation made by an unmarried Participant who
subsequently marries or by a married Participant who subsequently
remarries shall be ineffective unless his spouse or new spouse,
respectively, is such Beneficiary or consents to such designation
in accordance with Section 205(c)(2)(A) of ERISA.  In the event
that the Participant fails to designate a Beneficiary to receive
a benefit that becomes payable pursuant to the provisions of this
Article XI, or in the event that the Participant is predeceased
by all designated primary and contingent Beneficiaries, his
accounts shall be payable to the following classes of takers,
each class to take to the exclusion of all subsequent classes,
and all members of each class to share equally:

            (i)     Surviving spouse;

            (ii)    Lineal descendants (including adopted
      children and stepchildren), per stirpes;

            (iii)   Surviving Parents; or

            (iv)    Participant's estate.

11.6  Termination of Service for Any Other Reason.  If a
Participant's service is terminated for any reason other than
Retirement, Disability, lay-off or death, the amount to the
credit of his accounts as of the Valuation Date coinciding with
or next following such termination shall be distributed to him as
soon thereafter as practicable; provided, however, that no lump
sum distribution shall be made to a Participant unless he
consents in writing to such distribution or unless the amount of
such distribution which is attributable to the then value of his
accounts does not exceed $3,500.  If any such Participant refuses
to consent to a lump sum distribution, the amount to the credit
of his accounts shall remain in the Trust Fund subject to
periodic revaluation and the risk of loss provisions of
Section 11.4, and will be distributed in accordance with
Section 11.3.

11.7  Forms of Distributions. All distributions from the Plan
shall be in cash; provided, however, the Administrative Committee
in its sole discretion may direct distribution of a Participant's
ESOP and/or Employer Matching Contribution Accounts in whole
shares of Employer Stock and cash in lieu of fractional shares.
Notwithstanding the foregoing, each Participant (or his

                             - 30 -
Beneficiary) shall have the right to demand distribution of his
ESOP and/or Employer Matching Contribution Accounts in whole
shares of Employer Stock and cash in lieu of fractional shares,
except to the extent shares allocated to his accounts have been
sold or exchanged pursuant to Article X.  The Employer shall
advise each Participant (or Beneficiary) of his right to demand
distribution of his ESOP and/or Employer Matching Contribution
Account in such Employer Stock and shall provide an election form
for exercising such distribution right.  Such election form must
be completed, signed and returned to the Employer prior to the
distribution date of the Participant's ESOP and/or Employer
Matching Contribution Account (or the commencement date of
installments, if applicable) and shall be ineffective thereafter.
To the extent then permissible under applicable law, if a Par-
ticipant receives an offer to purchase his shares of Employer
Stock received by him under the Plan, both the Employer and the
Plan must first be notified in writing of such Participant's
receipt of the offer and intent to sell such shares pursuant to
the offer and the Employer and the Plan will then have 14 days to
purchase the shares from the Participant for the greater of the
offered price or the fair market value of the shares on the date
of purchase.  The Trustee may also require that a Participant (or
Beneficiary) demanding distribution of his ESOP and/or Employer
Matching Contribution Account in shares of Employer Stock give a
representation in writing that he is acquiring such shares for
investment, and not for redistribution thereof, and that the
certificate or certificates evidencing such shares be
appropriately legended to show that such shares may be subject to
restrictions on resale under the Securities Act of 1933 and the
Employer's right of first refusal, if applicable.

11.8  Withdrawals.

      (a)   In General.  A Participant may not withdraw any
amounts from his accounts prior to the earliest to occur of the
Participant's Retirement, attainment of age 59-1/2, Disability,
death, separation from service with the Employer or, for purposes
of a withdrawal from a Participant's Savings Account, upon
demonstration of financial hardship.

      (b)   Amounts and Timing of Withdrawals.

            (1)     Any Participant who prior to October 1, 1989
made nondeductible voluntary supplemental savings contributions
(as described in Section 7.2) or voluntary pension contributions
(as described in Section 7.3) under the Plan as then in effect
(see Section 7.2) or who effective as of October 1, 1989
transferred voluntary pension contributions to the Plan (see
Section 7.3) may, upon written notice filed with the
Administrative Committee, have paid to him all or any portion of
the aggregate amounts so contributed plus any earnings and less
any losses thereon (except for amounts subject to Section 6.3 or
Section 10.3(b)) reduced by the amount of any prior withdrawals.

                             - 31 -
(2)     Any Participant who has attained age 59-1/2
and who has Rollover Contributions (as described in Section 7.1)
or on whose behalf the Employer has made Savings Contributions
pursuant to a Savings Agreement may, upon written notice filed
with the Administrative Committee, have paid to him all or any
portion of such contributions (except for amounts subject to
Section 6.3 or Section 10.3(b)).

            (3)     Any Participant who has Rollover
Contributions (as described in Section 7.1) or on whose behalf
the Employer has made Savings Contributions pursuant to a Savings
Agreement may, upon written notice filed with the Administrative
Committee, have paid to him all or any portion of such
contributions (but, for withdrawals by Participants who have not
attained age 59-1/2, not including any earnings thereon) as the
Administrative Committee determines to be needed for reasons of
the Participant's financial hardship; provided, however, that the
minimum financial hardship withdrawal is $1,000 and only one such
withdrawal may be made by the Participant during each Plan Year.

            (4)     After receipt of written notice requesting a
withdrawal, or after approval of a hardship withdrawal request,
the Administrative Committee shall promptly deliver it to the
Trustee.  Any such withdrawals shall be effective as of Valuation
Date coinciding with or next following the filing of the
withdrawal notice (or the approval of a hardship withdrawal
request).  After receipt of any such notice from the Admin-
istrative Committee, the Trustee shall distribute the appropriate
amount to the Participant within sixty (60) days following such
Valuation Date or as soon thereafter as practicable.

            (5)     Withdrawals will be according to the order in
which Sections 11.8(b)(1) through 11.8(b)(3) are presented, as
the amounts described in each successive provision are exhausted;
provided, however, that withdrawal of any amounts from the Plan
shall be satisfied by withdrawing from the Participant's AS
Account, in accordance with Section 20.6, before withdrawing any
amounts from his or her other accounts under the Plan.

            (6)     Notwithstanding the foregoing, any withdrawal
by a Transferred Employee (as defined in Section 20.1) who has an
outstanding participant loan transferred to the Plan from the AS
Saving Plan (as defined in Section 20.1) shall not be greater
than the amount which will cause the combined value of his AS
Account (as defined in Section 20.1) and his other accounts under
the Plan to be twice the outstanding principal balance of the
loan and all accrued interest thereon.

      (c)   Financial Hardship Withdrawals.  A distribution from
a Participant's Savings Account shall be considered a
distribution due to hardship (a "hardship distribution") if it is
on account of:  (1) an immediate and heavy financial need of the
Participant (including any additional amounts necessary to pay
any federal, state and/or local income taxes and/or penalties
reasonably anticipated to result from the hardship distribution),

                             - 32 -
and (2) the distribution is necessary to satisfy such financial
need.  The Administrative Committee may determine that a
distribution shall be considered a hardship distribution if it is
requested on account of:

            (i)     medical expenses described in Section 213(d)
      of the Code incurred by the Participant, his spouse or
      dependents (as defined in Section 152 of the Code) or
      necessary expenses for those persons to obtain medical
      care described in Section 213(d) of the Code,

            (ii)    payment of tuition and related educational
      fees and room and board expenses for the next 12 months of
      post-secondary education for the Participant, his spouse,
      child or dependent,

            (iii)   the purchase of the Participant's principal
      residence (excluding mortgage payments),

            (iv)    the need to prevent the eviction of the
      Participant from his principal residence or foreclosure on
      the mortgage of his principal residence,

            (v)     such other needs as shall be officially
      recognized by the Internal Revenue Service as giving rise
      to an immediate and heavy financial need for purposes of
      Section 401(k) of the Code, or

            (vi)    such other unexpected or unusual expenses
      creating an immediate and heavy financial need for which
      withdrawal is permitted under Section 401(k) of the Code,
      as determined by the Administrative Committee on the basis
      of facts and circumstances presented to the Administrative
      Committee.

      A hardship distribution shall be deemed to be necessary to
satisfy an immediate and heavy financial need of a Participant
if:
            (A)     the distribution does not exceed the amount
      of the Participant's immediate and heavy financial need,

            (B)     the Participant has received all distribu-
      tions, exclusive of hardship distributions, and all non-
      taxable loans available under each qualified plan main-
      tained by the Employer,

            (C)     the Participant's savings contributions under
      Article IV of the Plan and any elective contributions and
      employee contributions under any other qualified or non-
      qualified plan of deferred compensation maintained by the
      Employer are suspended for the 12 month period commencing
      on the date immediately following receipt of the hardship
      distribution, and

                             - 33 -
(D)     for the calendar year immediately following
      the calendar year of the hardship distribution, the
      Participant may not have savings contributions made on his
      behalf under Article IV of the Plan, and any elective
      contributions made under any other qualified or non-
      qualified plan of deferred compensation maintained by the
      Employer, in excess of the dollar limitation on savings
      contributions referred to in Section 4.4(c) of the Plan
      for such next following calendar year reduced by the
      amount of the Participant's savings contributions for the
      calendar year in which the hardship distribution was made.

      In no event may a hardship distribution be made to the
extent that the amount requested exceeds the amount required to
satisfy the Participant's financial need or to the extent such
need may be satisfied through the use of other resources
reasonably available to the Participant.  To demonstrate such
necessity, the Participant must certify to the Administrative
Committee that the financial need cannot be satisfied:

            (I)     Through reimbursement or compensation by in-
      surance or otherwise,

            (II)    By reasonable liquidation of the Partici-
      pant's assets, to the extent such liquidation would not
      itself cause an immediate and heavy financial need,

            (III)   By cessation of savings contributions under
      Article IV of the Plan, or

            (IV)    By distributions or nontaxable (at the time
      of the loan) loans from other plans maintained by the
      Employer or any other employer, or by borrowing from com-
      mercial sources on reasonable commercial terms, to the
      extent such action would not cause or increase an
      immediate and heavy financial need.

For purposes of the above, the Participant's resources shall be
deemed to include the assets of his spouse and minor children
that are reasonably available to the Participant.

      In the event that a hardship distribution is made to a
Participant, such Participant's savings contributions under
Article IV of the Plan shall be suspended for a period of 12
months.

      No hardship distributions will be permitted with respect
to amounts in a Participant's Savings Account which are
attributable to post December 31, 1988 earnings.

11.9  Rollover Distributions.  Notwithstanding any provision of
the Plan to the contrary that would otherwise limit a
distributee's election under this Section 11.9, a distributee may
elect, at the time and in the manner prescribed by the
Administrative Committee, to have any portion of an eligible
rollover distribution paid directly to an eligible retirement
plan specified by the distributee in a direct rollover.
- 34 -

      An eligible rollover distribution is a distribution of all
or any portion of the balance to the credit of the distributee,
except that an eligible rollover distribution does not include:
any distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for
the life (or life expectancy) of the distributee or the joint
lives (or the joint life expectancies) of the distributee and the
distributee's designated beneficiary, or for a specified period
of ten years or more; any distribution to the extent such
distribution is required under Section 401(a)(9) of the Code; and
the portion of any distribution that is not includible in gross
income (determined without regard to the exclusion for net
unrealized appreciation with respect to employer securities).

      An eligible retirement plan is an individual retirement
account described in Section 408(a) of the Code, an individual
retirement annuity described in Section 408(b) of the Code, an
annuity plan described in Section 403(a) of the Code, or a
qualified trust described in Section 401(a) of the Code, that
accepts the distributee's eligible rollover distribution.
However, in the case of an eligible rollover distribution to the
surviving spouse, an eligible retirement plan is an individual
retirement account or individual retirement annuity.

      A distributee is an Employee or former Employee.  In
addition, the Employee's or former Employee's surviving spouse
and the Employee's or former Employee's spouse or former spouse
who is the alternate payee under a qualified domestic relations
order, as defined in Section 414(p) of the Code, are distributees
with regard to the interest of the spouse or former spouse.

      A direct rollover is a payment by the Plan to the eligible
retirement plan specified by the distributee.

      If a distributee does not make a direct rollover election
under this Section 11.9 with respect to an eligible rollover
distribution, such distribution shall be subject to withholding
as required under Section 3405(c) of the Code.

      In the event that the provisions of this Section 11.9 or
any part thereof cease to be required by law as a result of
subsequent legislation or otherwise, this Section 11.9 or
applicable part thereof shall be ineffective without necessity of
further amendment of the Plan.

11.10 Limitation on Distribution of Savings Contributions.
Savings contributions and any income allocable to such amounts,
shall not be distributable earlier than the Participant's
Retirement, death, Disability or hardship withdrawal.  Such
amounts may also be distributed, pursuant to Section 401(k)(10)
of the Code and solely in the form of a "lump sum distribution,"
as defined in Section 401(k)(10)(B)(ii) of the Code, upon:

                             - 35 -
(a)     termination of the Plan without the
      establishment or maintenance of another defined
      contribution plan (other than an "employee stock ownership
      plan," as defined in Section 4975(e)(7) of the Code) by
      the Employer,

            (b)     the disposition by the Employer of at least
      eighty-five percent (85%) of the assets used by the
      Employer in a trade or business thereof, to a corporation
      not required after such disposition to be aggregated with
      the Employer pursuant to Sections 414(b), (c), (m) or (o)
      of the Code, where the Employer continues to maintain the
      Plan after such disposition, and solely with respect to
      Employees who, subsequent to such disposition, continue
      employment with the corporation acquiring such assets, or

            (c)     the disposition by the Employer of the
      Employer's interest in a subsidiary, to an entity not
      required after such disposition to be aggregated with the
      Employer pursuant to Sections 414(b), (c), (m) or (o) of
      the Code, where the Employer continues to maintain the
      Plan after such disposition, and solely with respect to
      Employees who, subsequent to such disposition, continue
      employment with such subsidiary.

                             - 36 -
Article XII

      ADMINISTRATION OF PLAN AND MANAGEMENT OF PLAN ASSETS

12.1  Employer Responsibility and Actions.  The Employer accepts
responsibility as a named fiduciary of the Plan with respect to
the selection, retention and replacement of the Trustee of the
Trust Fund, the selection, retention or replacement of the
members of the Administrative Committee and the Investment
Committee, the mandatory investments in Employer Stock, and for
the review of the performance of the fiduciary duties and
responsibilities vested in such Trustee and such Committees under
the Plan and Trust.  The Employer shall act by resolution of its
Board of Directors.  Such action shall be evidenced by written
resolution certified in writing by the Secretary or Assistant
Secretary of the Employer or by two members of such Board that
such was duly approved and adopted by the Board.

12.2  Administrative Committee.  The Administrative Committee
shall consist of not less than 3 nor more than 5 members to be
selected by the Board of Directors and a majority of whom shall
be officers of the Employer.  The Administrative Committee shall
have primary discretionary responsibility and authority for the
administration of the Plan (except for the duties relegated to
the Investment Committee under Section 12.4), including the power
and authority to (i) interpret the Plan's provisions and
interpret ambiguities therein; (ii) authorize distributions from
the Trust Fund; (iii) establish and enforce such rules and
regulations as they shall deem proper for the efficient
administration of the Plan; (iv) determine the amount of benefits
which shall be payable to any person in accordance with the
provisions of the Plan; (v) appoint an Investment Manager for
purposes of Section 12.3; (vi) establish investment funds for
investing the assets held under the Trust Fund; (vii) establish
benefit claim procedures for purposes of Article XIV; (viii) con-
sider and decide conclusively appeals by any claimant in
accordance with an appeals procedure established by the
Administrative Committee pursuant to Article XIV; (ix) determine
the existence of financial hardship for purposes of Section
11.8(c); and (x) maintain records of Participant investment fund
elections, communicate same to the Trustee and authorize the
payment of benefits from the Trust Fund.  The Administrative
Committee shall have the authority to engage independent counsel
and consultants and to compensate them out of Plan assets.  The
Administrative Committee shall also have the responsibility with
respect to reporting and disclosure requirements under ERISA.
The Administrative Committee shall also, from time to time,
recommend Plan amendments to the Board of Directors as the
Administrative Committee in consultation with others may deem
appropriate.  In exercising such powers and authorities, the
Administrative Committee shall at all times exercise good faith,
apply standards of uniform application, and refrain from
arbitrary action.

                             - 37 -
12.3  Delegation of Administrative Committee Responsibilities.
In addition to and in furtherance of the powers and authorities
herein conveyed, the Administrative Committee shall be
authorized, in its discretion to allocate responsibilities among
one or more of its members, and to delegate responsibilities to
any person or persons selected by it.  Any action taken by the
Administrative Committee shall be taken by a majority of its
members at a meeting or by written instrument approved by such
majority in the absence of a meeting.  A written resolution or
memorandum signed by one member of the Administrative Committee
shall be sufficient evidence to any person of any action taken by
such Administrative Committee.  No member of the Administrative
Committee shall be responsible for the breach of any obligation
or duty by any other party not expressly delegated to such member
unless such member knowingly participates in or knowingly
undertakes to conceal such breach.

12.4  Investment Committee.

      (a)   In General.  The Investment Committee shall consist
of not less than 3 nor more than 5 members, to be selected by the
Board of Directors.  The Investment Committee shall (i) direct
the Trustee as to the voting and/or acceptance or rejection of a
tender, exchange or purchase offer under Article X as to
unallocated shares of Employer Stock or allocated shares of
Employer Stock as to which the Trustee has not received timely
instructions from a Participant or Beneficiary and (ii) be
responsible for negotiating the terms of any Acquisition Loans
and directing the Trustee to enter into such Loans under
Article VIII.

      (b)   Investment Committee Actions.  Any action taken by
the Investment Committee shall be taken by a majority of its
members at a meeting or by written instrument approved by such
majority in the absence of a meeting.  A written resolution or
memorandum signed by all members of the Investment Committee
shall be sufficient evidence to any person of any action taken by
the Investment Committee.

      (c)   Investment Committee Compensation.  The members of
the Investment Committee shall be entitled to reasonable
compensation for the performance of their duties and
responsibilities under the Plan and the Trust Agreement except
for those members who are both officers and directors of the
Employer receiving full-time pay therefrom.

12.5  Plan Records.  The Administrative Committee shall in an
equitable manner provide for maintenance of separate accounts for
each Participant to which there shall be credited the Parti-
cipant's nondeductible voluntary supplemental savings contri-
butions prior to October 1, 1989, any transferred or rollover
contributions, the portion of each Employer contribution
allocable to such Participant, and the share of such Participant
in the earnings of the Trust Fund related thereto.  The
Administrative Committee shall keep records of all investments,

                             - 38 -
receipts and disbursements and other transactions of the Trust
Fund, and all accounts, books and records relating thereto shall
be open to inspection by any person designated by the Employer.
The Trustee shall value the Trust Fund at its current fair market
value and provide valuation reports to the Administrative
Committee, at least annually.  The Employer or the Administrative
Committee, as the case may be, shall apportion the Trust Fund as
valued annually among the Participants in proportion to their
respective interests in the Trust Fund immediately preceding such
valuation date.  The Administrative Committee shall furnish
statements to Participants showing their interests in the Trust
Fund at least annually or more frequently as determined by the
Administrative Committee.  Notwithstanding the foregoing, all of
the accounts, records, statements and the like contemplated by
this Section 12.5 may be maintained and kept by the Employer or a
recordkeeper designated by the Employer, in which case neither
the Trustee nor the Administrative Committee shall have
responsibility for any record keeping duties specified herein
except the responsibility for monitoring same.

12.6  Dual Capacities.  Any person, corporation or other entity
may serve in more than one fiduciary capacity under the Plan and
any such person or persons may participate in the Plan if
otherwise eligible.

12.7  Payment of Expenses.  All taxes of any kind that may be
assessed or levied against or in respect of the Trust Fund and
all brokerage commissions incurred by the Trust Fund shall be
paid from the Trust Fund.  All other expenses of the Plan and its
administration (except expenses described in Section 12.2) shall
be paid by the Employer, but until paid shall constitute a charge
upon the Trust Fund.

12.8  Investment Committee's Fiduciary Duties.  The Investment
Committee shall discharge its duties with respect to Employer
Stock over which it has voting authority or the authority to
accept or reject a tender, purchase or exchange offer solely in
the interests of the Participants and Beneficiaries of the Plan
and in accordance with the fiduciary requirements of ERISA.  For
purposes of Article X, in determining whether to accept or reject
a tender, exchange or purchase offer, the Investment Committee is
expressly authorized and directed to consider the long-term best
interests of the Participants and their Beneficiaries including,
but not limited to (i) the history, reputation and stated
intentions of any person or persons making a tender, exchange or
purchase offer for Employer Stock with respect to continuation of
the Employer's business, employment of Participants and employee
benefit plans comparable to the Plan and other employee benefit
plans maintained by the Employer and covering Participants, (ii)
the discharge or layoff of employees whose employer has been the
successful target of a similar offer, (iii) the closing or sale
of plants or business operations of any such prior target, (iv)
the business operations changes suggested by the terms of the
financing made available to the purchasers, and (v) in general,
any other factor considered by the Investment Committee to be

                             - 39 -
relevant to the welfare of the Participants, their families and
their Beneficiaries, as well as the immediate financial gain, if
any, to be realized by Participants and their Beneficiaries under
the Plan in respect of such offer.  The Investment Committee is
authorized to engage independent advisors, consultants, counsel
and experts in furtherance of its duties and responsibilities
hereunder.

12.9  Indemnification of the Committees.  The Administrative
Committee and the Investment Committee (for purposes of this
Section 12.9, referred to collectively as the "Committees"), the
individual members of the Committees and any fiduciaries
appointed by either or both of the Committees who are Employees,
shall be indemnified and held harmless by the Employer and not
from the assets of the Trust Fund, against any and all
liabilities arising or costs incurred by reason of any act or
failure to act made in good faith pursuant to the provisions of
the Plan, including expenses reasonably incurred in the defense
of any claim relating hereto; provided, however, that the
preceding shall not apply to acts or failures to act due to gross
negligence or willful conduct.

                             - 40 -
Article XIII

                        CLAIMS PROCEDURES

13.1  Applications for Benefits.  Each Participant and/or
Beneficiary believing himself eligible for benefits under this
Plan may apply for such benefits by completing and filing with
the Administrative Committee an application for benefits on a
form supplied by the Administrative Committee.  Before the date
on which benefit payments commence, each such application must be
supported by such information and data as the Administrative
Committee deems relevant and appropriate.  Evidence of age,
marital status (and, in the appropriate instances, health, death
or Disability), and location of residence shall be required of
all applicants for benefits.

13.2  Appeals of Denied Claims for Benefits.  In the event that
any claim for benefits is denied in whole or in part, the
Participant or Beneficiary whose claim has been so denied shall
be notified of such denial in writing by the Administrative
Committee.  The notice advising of the denial shall specify the
reason or reasons for denial, make specific reference to
pertinent Plan provisions, describe any additional material or
information necessary for the claimant to perfect the claim
(explaining why such material or information is needed), and
shall advise the Participant or Beneficiary, as the case may be,
of the procedure for the appeal of such denial.  All appeals
shall be made by the following procedure:

            (i)     The Participant or Beneficiary whose claim
      has been denied shall file with the Administrative
      Committee a notice of desire to appeal the denial.  Such
      notice shall be filed within sixty (60) days of
      notification by the Administrative Committee of claim
      denial, shall be made in writing, and shall set forth all
      of the facts upon which the appeal is based.  Appeals not
      timely filed shall be barred.

            (ii)    The Administrative Committee shall, within
      thirty (30) days of receipt of the Participant's or
      Beneficiary's notice of appeal, establish a hearing date
      on which the Participant or Beneficiary may make an oral
      presentation to the Administrative Committee in support of
      his appeal.  The Participant or Beneficiary shall be given
      not less than ten (10) days' notice of the date set for
      the hearing.

            (iii)   The Administrative Committee shall consider
      the merits of the claimant's written and oral presenta-
      tions, the merits of any facts or evidence in support of
      the denial of benefits, and such other facts and
      circumstances as the Administrative Committee shall deem
      relevant.  If the claimant elects not to make an oral
      presentation, such election shall not be deemed adverse to

                             - 41 -
his interest, and the Administrative Committee shall
      proceed as set forth below as though an oral presentation
      of the contents of the claimant's written presentation had
      been made.

            (iv)    The Administrative Committee shall render a
      determination upon the appealed claim which determination
      shall be accompanied by a written statement as to the
      reasons therefor.  The determination so rendered shall be
      conclusive and binding upon all parties.

                             - 42 -
Article XIV

                    AMENDMENT OR TERMINATION

14.1  Exclusive Benefit.  Except as otherwise provided in
Section 18.1, no part of the corpus or income of the Trust Fund
shall be used for or diverted to purposes other than for the
exclusive purpose of providing benefits to Participants and their
Beneficiaries and defraying reasonable expenses of administering
the Plan.  Subject to this provision, the Plan may be amended at
any time by action of the Board of Directors, and any amendment
may be given retroactive effect; provided, however, that no
amendment shall have the effect of depriving any Participant or
Beneficiary of all or any part of the amount then to the credit
of his account under the Plan.

14.2  Termination.  The Plan may be terminated or partially
terminated at any time by the Board of Directors.  In the event
of termination or partial termination of the Plan or a complete
discontinuance of contributions under the Plan, no contribution
shall be made thereafter with respect to affected Participants
except for a month or year the last day of which coincides with
or precedes such termination or partial termination; no
distribution with respect to affected Participants shall be made
except either as provided in the Plan or as determined by said
Board of Directors; the rights of all affected Participants to
the amounts to the credit of their accounts as of the date of
such termination or partial termination shall vest; and no person
shall have any right or interest except with respect to the Trust
Fund.

                             - 43 -
Article XV

                          MISCELLANEOUS

15.1  Anti-Alienation.  Except as otherwise required by law, no
benefit under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge and shall not be subject to attachment,
garnishment or other legal process.  Notwithstanding the
foregoing and any other provision of the Plan to the contrary,
distribution of the amount to the credit of a Participant's
accounts shall be made in accordance with the terms of a
qualified domestic relations order to a Participant's spouse,
former spouse, child or other dependent or any person specified
in such order provided such order and the terms thereof meet the
requirements of Section 206(d) of ERISA.

15.2  Not a Contract of Employment.  Neither the establishment
of the Plan nor participation therein shall confer upon any
person any right to be continued as an Employee of the Employer,
and the Employer reserves the right to discharge any Employee
whenever, in its sole judgment, the interest of the Employer so
requires.  The Plan shall be construed, administered and enforced
according to the laws of the State of New York, except to the
extent that state law shall have been preempted by the provisions
of ERISA or any other laws of the United States heretofore or
hereafter enacted, as the same may be amended from time to time.

15.3  Incapacity.  If a Participant or Beneficiary to whom
benefits shall be due under the Plan shall be or become
incompetent, either physically or mentally, in the judgment of
the Trustee, the Trustee shall have the right to determine to
whom such benefits shall be paid for the benefit of such
Participant or Beneficiary.

15.4  Current Address.  Each Participant and Beneficiary shall
keep the Employer advised of his or her current address.  If
amounts become distributable under the Plan and the Employer is
unable to locate the Participant or Beneficiary to whom the
distributions are payable, the accounts of such Participant or
Beneficiary shall be closed when the Participant would have
attained age 70-1/2 and the amount then to the credit of such
accounts shall be applied to reduce Employer contributions.  If,
however, such Participant or Beneficiary subsequently makes
proper claim to the Employer for such amount, the amount to which
the Participant or Beneficiary is entitled will be restored to
the Trust Fund by the Employer out of its next contribution, if
any, and will be distributable in accordance with the terms of
the Plan.

                             - 44 -
Article XVI

                           LIMITATIONS

16.1  In General.  In no event shall the annual additions for
any Participant under this Plan when aggregated with annual
additions under any other tax-qualified defined contribution plan
maintained by the Employer exceed the maximum permitted from time
to time under Section 415 of the Code.  Nor shall the sum of any
Participant's defined benefit fraction and defined contribution
plan fraction in any Plan Year exceed 1.0, as such terms are
defined and calculated under Section 415 of the Code.

16.2  Priority.  Should the limitations of Section 415 of the
Code be exceeded for any Participant, any required reduction of
his benefits to comply with Section 415 shall be made in the
following order of priority:

            (i)     from the Employee's Savings Account under
      this Plan, if any;

            (ii)    from the Employee's Employer Matching Contri-
      bution Account under this Plan, if any;

            (iii)   from the Employee's ESOP Account under this
      Plan;

            (iv)    from the Employee's accrued benefit under the
      Employer's Retirement Plan.

      If the annual additions for a Participant would cause the
limitations of Code Section 415 applicable to that Participant
for the limitation year to be exceeded, as a result of a
reasonable error in estimating the Participant's annual
compensation or a reasonable error in determining the amount of
elective deferral savings contributions that may be made with
respect to the Participant under the limits of Code Section 415
or under other facts and circumstances that the Internal Revenue
Service finds justify the availability of the rules set forth in
Treasury Regulation Section 1.415-6(b)(6), the excess amounts
shall not be deemed annual additions in that limitation year if
they are treated in accordance with any one of the methods under
Section 1.415-6(b)(6).  Briefly summarized, the methods are:

            (i)     reallocate the excess in the current
limitation year to all other Participants;

            (ii)    reallocate the excess in the next limitation
year to the affected Participant;

            (iii)   reallocate the excess in the next limitation
year to all Participants; or

            (iv)    distribute elective deferral savings
contributions to the extent that the distribution will reduce the
excess annual additions.
- 45 -

Gains on returned elective deferral savings contributions may be
distributed provided that for limitation years which begin after
December 31, 1995, such gains are considered annual additions if
they are not distributed.  Employer matching contributions that
relate to returned elective deferrals for Highly Compensated
Employees (within the meaning of Code Section 414(q)) will be
reallocated in accordance with one of the methods referenced
above; Employer matching contributions for non Highly Compensated
Employees will not be reallocated.

16.3  Special Limitation.  Notwithstanding the foregoing, for
purposes of satisfying the provisions of Section 415(c)(6) of the
Code, in no event shall more than one-third (33 1/3%) of the
Employer contributions for any Plan Year (including the cost to
the Trust Fund of any shares withdrawn from an Employer Stock
Suspense Account during such Plan Year) be allocated to Highly
Compensated Employees.

                             - 46 -
Article XVII

                   MERGERS, CONSOLIDATIONS AND
                  ASSETS OR LIABILITY TRANSFERS

17.1  In General.  In the case of any merger or consolidation
with, or transfer of assets or liabilities to, any other plan,
each Participant and Beneficiary under the Plan shall be entitled
to receive a benefit immediately after the merger, consolidation
or transfer (if the merged, consolidated or transferee plan then
terminated) which is equal to or greater than the benefit he
would have been entitled to receive immediately before the
merger, consolidation or transfer (if the Plan had then
terminated).

17.2  Transfer of Assets and Liabilities from AS Savings Plan.
Effective on or after July 31, 1994, the Plan shall have
transferred to it the AS Savings Plan Accounts (as defined in
Section 20.1) and the corresponding liabilities with respect to
the Transferred Employees (as defined in Section 20.1), such
Accounts consisting of cash, promissory notes evidencing
participant loans from the AS Savings Plan, and AlliedSignal Inc.
Common Stock (as defined in Section 20.1).  As a result of and
subsequent to the transfer, the AS Savings Plan Accounts shall be
subject to the terms and conditions of this Plan, including the
terms and conditions specific to the Accounts which are provided
in Article XX.  Nothing contained herein shall reduce the amount
of any Transferred Employee's AS Savings Plan Account or
eliminate an optional form of benefit with respect to benefits
attributable to service before the transfer (as provided in
Section 204(g) of ERISA).

                             - 47 -
Article XVIII

                     REFUND OF CONTRIBUTIONS

18.1  In General.  Employer contributions under the Plan are
conditioned upon the receipt of a determination from the Internal
Revenue Service that the Plan and Trust meets the requirements of
an employee stock ownership plan under Sections 401(a) and
4975(e)(7) of the Code.  The Plan shall be ineffective and
Employer contributions shall be returned to the Employer if such
determination is not received, provided the return of Employer
contributions is made within one year after the Service's notice
that the Plan does not meet such requirements or, if such denial
is appealed to the courts, within one year after the date a court
decision upholding such denial becomes final.

18.2  Deductibility.  If a contribution is conditioned upon its
deductibility under Section 404 of the Code, the contribution, to
the extent deduction is disallowed by the Internal Revenue
Service, may be returned to the Employer making the contribution
within one year after the disallowance or, if such disallowance
is appealed to the courts, within one year after the date a court
decision upholding such disallowance becomes final.

18.3  Mistake of Fact.  If a contribution is made by a mistake
of fact, the contribution may be returned to the Employer making
the contribution within one year after it was paid to the Trust
Fund.

                             - 48 -
Article XIX

                      TOP-HEAVY PROVISIONS

19.1  In General.  This Plan shall be a Top-Heavy Plan for any
Plan Year in which, as of the Determination Date the sum of the
Aggregate Accounts of Key Employees under this Plan and all plans
of an Aggregation Group, exceeds sixty percent (60%) of the
present value of accrued benefits and the Aggregate Accounts of
all Key Employees and Non-Key Employees under this Plan and all
plans of an Aggregation Group.

      If any Participant is a Non-Key Employee for any Plan
Year, but such Participant was a Key Employee for any prior Plan
Year, such Participant's present value of accrued benefit and/or
Aggregate Account balance shall not be taken into account for
purposes of determining whether this Plan is a Top-Heavy Plan (or
whether any Aggregation Group which includes this Plan is a Top-
Heavy Group).  In addition if a Participant has not received any
compensation from any Employer maintaining the Plan (other than
benefits under the Plan) at any time during the five-year period
ending on the Determination Date, the Aggregate Account for such
Participant shall not be taken into account for the purposes of
determining whether this Plan is a Top-Heavy Plan.

19.2  Definitions.

      (a)   "Aggregate Account" -  A Participant's Aggregate
Account as of the Determination Date is the sum of:

            (1)     The balances of his accounts as of the most
      recent valuation occurring within a twelve (12) month
      period ending on the Determination Date;

            (2)     An adjustment for any contributions due as of
      the Determination Date.  Such adjustment shall be the
      amount of any contributions actually made after the
      valuation date but on or before the Determination Date,
      except for the first Plan Year when such adjustment shall
      also reflect the amount of any contributions made after
      the Determination Date that are allocated as of a date in
      that first Plan Year;

            (3)     Any Plan distributions made within the Plan
      Year which includes the Determination Date or within the
      four (4) preceding Plan Years.  However, in the case of
      distributions made after the valuation date and prior to
      the Determination Date, such distributions are not
      included as distributions for top-heavy purposes to the
      extent that such distributions are already included in the
      Participant's Aggregate Account balance as of the
      valuation date.  Notwithstanding anything herein to the
      contrary, all distributions, including distributions made
      prior to January 1, 1984, and distributions under a

                             - 49 -
terminated plan which if it had not been terminated would
      have been required to be included in the Aggregation
      Group, will be counted.  Furthermore, distributions from
      the Plan (including the cash value of life insurance
      policies) of a Participant's account balances because of
      death shall be treated as a distribution for the purposes
      of this paragraph;

            (4)     Any Employee contributions, whether voluntary
      or mandatory;

            (5)     With respect to unrelated rollovers and plan-
      to-plan transfers (ones which are both initiated by the
      Employee and made from a plan maintained by one employer
      to a plan maintained by another employer), if this Plan
      provides the rollovers or plan-to-plan transfer it shall
      be considered as a distribution for the purposes of this
      Article XIX.  If this Plan is the plan accepting such
      rollovers or plan-to-plan transfers, it shall not consider
      such rollovers or plan-to-plan transfers accepted after
      December 31, 1983 as part of the Participant's Aggregate
      Account balance.  However, rollovers or plan-to-plan
      transfers accepted prior to January 1, 1984 shall be
      considered as part of the Participant's Aggregate Account
      balance; and

            (6)     With respect to related rollovers and plan-
      to-plan transfers (ones either not initiated by the
      Employee or made to a plan maintained by the same
      employer), if this Plan provides the rollover or plan-to-
      plan transfer, it shall not be counted as a distribution
      for purposes of this Article XIX.  If this Plan is the
      plan accepting such rollover or plan-to-plan transfer, it
      shall consider such rollover or plan-to-plan transfer as
      part of the Participant's Aggregate Account balance,
      irrespective of the date on which such rollover or plan-
      to-plan transfer is accepted.

      (b)   "Aggregation Group" - shall mean either a Required
Aggregation Group or a Permissive Aggregation Group as
hereinafter determined.

            (1)     "Required Aggregation Group" -  In deter-
      mining a Required Aggregation Group hereunder, each plan
      of the Employer in which a Key Employee is a participant,
      and each other plan of the Employer which enables any plan
      in which a Key Employee participates to meet the
      requirements of Sections 401(a)(4) and/or 410 of the Code
      will be required to be aggregated.  Such group shall be
      known as a Required Aggregation Group.

            In the case of a Required Aggregation Group, each
      plan in the group will be considered a Top-Heavy Plan if
      the Required Aggregation Group is a Top-Heavy Group.  No
      plan in the Required Aggregation Group will be considered
      a Top-Heavy Plan if the Required Aggregation Group is not
      a Top-Heavy Group.
- 50 -
            (2)     "Permissive Aggregation Group" - The Employer
      may also include any other plan not required to be
      included in the Required Aggregation Group, provided the
      resulting group, taken as a whole, would continue to
      satisfy the provisions of Sections 401(a)(4) and 410 of
      the Code.  Such group shall be known as a Permissive
      Aggregation Group.

            In the case of a Permissive Aggregation Group, only a
      plan that is part of the Required Aggregation Group will
      be considered a Top-Heavy Plan if the permissive
      Aggregation Group is a Top-Heavy Group.  No plan in the
      Permissive Aggregation Group will be considered a Top-
      Heavy Plan if the Permissive Aggregation Group is not a
      Top-Heavy Group.

            (3)     Only those plans of the Employer in which the
      Determination Dates fall within the same calendar year
      shall be aggregated in order to determine whether such
      plans are Top-Heavy Plans.

            (4)     An Aggregation Group shall include any termi-
      nated plan of the Employer if it was maintained within the
      last five (5) years ending on the Determination Date.

      (c)   "Determination Date" - shall mean (i) the last day of
the preceding Plan Year, or (ii) in the case of the first Plan
Year, the last day of such Plan Year.

      (d)   "Top-Heavy Group" - shall mean an Aggregation Group
in which, as of the Determination Date, the sum of:

            (1)     the present value of accrued benefits of Key
      Employees under all defined benefit plans included in the
      group and

            (2)     the Aggregate Accounts of Key Employees under
      all defined contribution plans included in the group,
      exceeds sixty percent (60%) of a similar sum determined
      for all Participants.

      (e)   "Key Employee - shall mean an employee defined in
Section 416(i) of the Code and the Treasury regulations
thereunder.  Generally, this shall include any Employee or former
Employee (and his Beneficiaries) who, at any time during the Plan
Year or any of the preceding four (4) Plan Years, is or was:

            (1)     An officer of the Employer (as that term is
      defined within the meaning of the regulations under
      Section 416 of the Code) having annual "415 compensation"
      greater than 50 percent of the amount in effect under
      Section 415(b)(1)(A) of the Code for any such Plan Year;

                             - 51 -
(2)     One of the ten employees having annual "415
      compensation" from the Employer for a Plan Year greater
      than the dollar limitation in effect under Section
      415(c)(1)(A) of the Code for the calendar year in which
      such Plan Year ends and owning (or considered as owning
      within the meaning of Section 318 of the Code) both more
      than a one-half percent (0.5%) interest and the largest
      interests in the Employer;

            (3)     A "five percent owner" of the Employer.
      "Five percent owner" means any person who owns (or is
      considered as owning within the meaning of Section 318 of
      the Code) more than five percent (5%) of the outstanding
      stock of the Employer or stock possessing more than five
      percent (5%) of the total combined voting power of all
      stock of the Employer or, in the case of an unincorporated
      business, any person who owns more than five percent (5%)
      of the capital or profits interest in the Employer.  In
      determining percentage ownership hereunder, employers that
      would otherwise be aggregated under Sections 414(b), (c)
      and (m) of the Code shall be treated as separate
      employers; or

            (4)     A "one percent owner" of the Employer having
      an annual "415 compensation" from the Employer of more
      than $150,000.  "One percent owner" means any person who
      owns (or is considered as owning within the meaning of
      Section 318 of the Code) more than one percent (1%) of the
      outstanding stock of the Employer or stock possessing more
      than one percent (1%) of the total combined voting power
      of all stock of the Employer or, in the case of an
      unincorporated business, any person who owns more than one
      percent (1%) of the capital or profits interest in the
      Employer.  In determining percentage ownership hereunder,
      employers that would otherwise be aggregated under
      Sections 414(b), (c) and (m) of the Code shall be treated
      as separate employers.  However, in determining whether an
      individual has "415 compensation" of more than $150,000,
      "415 compensation" from each employer required to be
      aggregated under Sections 414(b), (c), and (m) of the Code
      shall be taken into account.

      (f)   "Non-Key Employee" - shall mean any Employee or
former Employee (and his Beneficiaries) who is not a Key
Employee.

19.3  Minimum Allocations.  For any Plan Year during which the
Plan is a Top-Heavy Plan pursuant to Section 19.1, any Employer
contribution for such Plan Year shall be allocated as follows:

      In the event the Plan becomes top-heavy for any Plan Year,
all plans in the Required Aggregation Group will also be top-
heavy for such year and all Non-Key Employees will be
participating in more than one Top-Heavy Plan.  In such event
there shall be provided to each Non-Key Employee under the
Employer's Retirement Plan covering such Non-Key Employee a
minimum benefit equal to:
- 52 -
      (a)   An annual retirement benefit (with no ancillary
benefits) commencing at normal retirement at or after age 65
equal to 3% of his average annual compensation for each year of
service during which such plan was top-heavy, excluding any such
service in excess of ten (10) years; minus

      (b)   The amount of such retirement benefit which could be
purchased for such Employee by application of all amounts
allocated to his Accounts under this Plan and each defined
contribution plan of the Employer as the result of Employer
contributions, and forfeitures for all Plan Years during which
such Employee was a Participant, but excluding any such
allocations which were forfeited by such Employee.  The
determination of the amount of such retirement benefit which
could be purchased for each Non-Key Employee shall be made by the
Employer's independent actuaries as of the date of such
Employee's termination of service and shall utilize the earnings
and actuarial assumptions most recently published by the Pension
Benefit Guaranty Corporation.

      (c)   Average annual compensation of a Non-Key Employee for
purposes of the foregoing shall mean his average annual aggregate
compensation, as determined under Section 415(c)(3) of the Code,
for the five (5) consecutive years of his service resulting in
the highest such average, or for the actual years of his service
if fewer than five (5), but in no event shall any compensation be
counted for any year which is in excess of (a) $200,000 for Plan
Years commencing after December 31, 1988 and (b) $150,000 for
Plan Years commencing after December 31, 1993, as such amounts
shall be adjusted by the Secretary of the Treasury.

19.4  Top-Heavy Plan Vesting.  Notwithstanding the then
applicable provisions of Section 11.2, if the Plan becomes a Top-
Heavy Plan in any Plan Year, the account balances of all
Participants with two (2) or more Years of Service at the end of
such Plan Year shall be at least 20% vested and nonforfeitable.

19.5  Change in Top-Heavy Status.  Each Participant with at
least one Hour of Service after the Plan became a Top-Heavy Plan
and at least three Years of Service when the Plan ceases to be
such may elect to continue to have the nonforfeitable percentage
of his account balances determined under the vesting schedule in
Section 19.4.  For Participants who do not have at least one Hour
of Service in any Plan Year beginning after December 31, 1988,
the preceding sentence shall be applied by substituting "five
Years of Service" for "three Years of Service" where such
language appears.  For Participants who cannot make or who do not
make the foregoing election to continue the vesting schedule in
Section 19.4, such vesting schedule shall apply only to their
account balances as of the date the Plan ceases to be a Top-Heavy
Plan.

19.6  Super Top-Heavy Plan.  In the event the Plan becomes a
Super Top-Heavy Plan in any Plan Year, the combined benefit
limitation applicable to any Employee participating in a defined

                             - 53 -
benefit plan and a defined contribution plan of one or more
Employers in a "controlled group" within the meaning of Section
414 of the Code, shall be reduced for such Plan Year from 1.25 to
1.0 for purposes of Sections 416(e)(2)(B) and 416(e)(3)(B) of the
Code.  The Plan shall be considered to be a Super Top-Heavy Plan
in any Plan Year if the percentage determined under Section 19.1
for such Plan Year equals or exceeds ninety percent (90%).

                              - 54
Article XX

                 TRANSFERRED EMPLOYEE PROVISIONS

20.1  Definitions.  As used in this Article XX in the singular
or plural, unless otherwise clearly or necessarily indicated by
the context:

      (a)   "AS Account" and "AS Savings Plan Account" mean an
account transferred from the AS Savings Plan and maintained for a
Transferred Employee in accordance with Section 17.2.
Subaccounts shall be maintained within each AS Account to reflect
the value of After-Tax Contributions, Before-Tax Contributions,
AS Contributions, and, where applicable, a Transferred Employee's
IRA Account and Rollover Contributions.  The Employer or the
Administrative Committee shall allocate to each subaccount the
attributable investment gains and losses and expenses, and shall
adjust such subaccount for withdrawals, distributions and other
credits and charges.

      (b)   "After-Tax Contributions" means Transferred Employee
contributions which were made on an after-tax basis to the AS
Savings Plan.

      (c)   "AlliedSignal" means AlliedSignal Inc., a Delaware
corporation.

      (d)   "AlliedSignal Common Stock" means the common stock of
AlliedSignal.

      (e)   "Before-Tax Contributions" means Transferred Employee
contributions which were made on a pre-tax basis to the AS
Savings Plan.

      (f)   "Early Retirement" means "retirement" or "early
retirement", within the meaning of the AlliedSignal pension plan
in which a Transferred Employee participated as of June 17, 1994,
at any age prior to the "normal retirement age" under the pension
plan as defined in Section 411(a)(8) of the Code.

      (g)   "AS Contributions" means amounts contributed by an
employer and credits thereto which arose from forfeitures
pursuant to the provisions of the AS Savings Plan.

      (h)   "IRA Account" means the separate AS Savings Plan
account in which IRA contributions by former participants in the
SSP, and the investment results thereof, were held pursuant to
the provisions of the AS Savings Plan.

      (i)   "AS Savings Plan" means the AlliedSignal Savings
Plan, as such plan existed immediately prior to the transfer of
AS Accounts to this Plan.

      (j)   "Reduction-in-Force" means the termination of a
Transferred Employee's employment because of a manpower reduction
or reorganization by the Employer.
- 55 -
      (k)   "Retirement" means "retirement" within the meaning of
the AlliedSignal pension plan in which a Transferred Employee
participated as of June 17, 1994, including Early Retirement.

      (l)   "SSP" shall mean The Signal Companies, Inc. Savings
and Stock Purchase Plan, as such plan existed immediately prior
to its merger into the AS Savings Plan.

      (m)   "Transferred Employee" means an AlliedSignal employee
offered employment by Moog Inc., as of the closing date under the
stock purchase agreement dated as of June 7, 1994 entered into by
AlliedSignal, Moog Inc. and Moog Torrance Inc., provided that
such individual accepted the offer of employment.

20.2  Investment of AS Accounts.  The AS Accounts may be
invested, pursuant to each Transferred Employee's instructions,
in any investment fund established pursuant to Section 10.3 for
the purpose of investing contributions under the Plan and, until
the Administrative Committee establishes otherwise, shares of
AlliedSignal Common Stock transferred to the Plan from the AS
Savings Plan shall be held by the Trustee pursuant to each
Transferred Employee's instructions; provided, however, that no
additional shares of AlliedSignal Common Stock shall be purchased
and any dividends with respect to AlliedSignal Common Stock shall
be invested in other investment funds under the Plan; provided,
further, that effective December 1, 1994, (a) AS Accounts shall
not be reinvested in Employer Stock, (b) repayments of
Transferred Employee loans (as described in Section 20.7) shall
not be invested in Employer Stock, and (c) cash proceeds from the
sale or exchange of, and any dividends with respect to,
AlliedSignal Common Stock (as described in Section 20.8) shall
not be invested in Employer Stock.  To the extent that a
Transferred Employee's AS Account is invested in Employer Stock
pursuant to the Transferred Employee's instructions, such
investment in Employer Stock may not be reinvested in any other
investment vehicle or fund under the Plan, except as otherwise
permitted by any other provision of the Plan.

20.3  Transferred Employees' AS Accounts and Subaccounts.

      (a)   AS Accounts and Subaccounts.  There shall be
established for each Transferred Employee a separate AS Account,
to which shall be transferred all of each Transferred Employee's
After-Tax Contributions, Before-Tax Contributions, Rollover
Contributions, AS Contributions and IRA Account contributions
under the AS Savings Plan as of the transfer date.  Subaccounts
shall be maintained within each AS Account to reflect the value
of After-Tax Contributions, Before-Tax Contributions, Rollover
Contributions, AS Contributions and IRA Account contributions.

20.4  Vesting.  Each Transferred Employee shall have a full and
immediate vested interest in his or her AS Savings Plan Account.

                             - 56 -
20.5  Distributions.

      (a)   Amount of Benefits.  Notwithstanding any other
provision of the Plan to the contrary, the amount of benefits
payable to a Transferred Employee (or his or her Beneficiary),
with respect to the Transferred Employee's AS Account, after the
Transferred Employee has terminated employment or upon attaining
age 70-1/2 shall be based on the fair market value of the
Transferred Employee's AS Account, determined as of the
applicable Valuation Date described in paragraph (b) below.

      (b)   Methods of Payment.

            (i)     Retirement, Reduction-in-Force, Disability,
or Attainment of Age 70-1/2.  A Transferred Employee who
terminates employment as a result of Retirement, Reduction-in-
Force or Disability, or who continues as an Employee (or as a
former Employee who continues to receive base pay from the
Employer or a related company after termination of the
employer-employee relationship) after attaining age 70-1/2 shall
be entitled to receive a distribution of his or her AS Account in
either (x) a single payment or (y) annual or at least 5 quarterly
installments over a period specified by the Transferred Employee
not to exceed 25 years.  Effective for distributions commencing
on or after September 1, 1993, annual or quarterly installment
distributions may be received over a period specified by the
Transferred Employee not to exceed 40 years.

               (A)  Single Sum Payment.  A Transferred Employee
      may select a Valuation Date which will be used in
      calculating the amount of a single sum payment.  Such
      Valuation Date must coincide with or follow the
      termination of employment.  The Transferred Employee shall
      specify a single payment and the mode of distribution
      pursuant to paragraph (e) of this Section 20.5.  Payment
      shall be made as soon as practicable after the applicable
      Valuation Date.  A Transferred Employee may make one
      prospective change in any of the elections made prior to
      the Valuation Date originally selected.  In no event may
      such Valuation Date be later than the last Valuation Date
      of February in the year following the year in which the
      Transferred Employee attains age 70-1/2.

               (B)  Annual or Quarterly Installments.  A Trans-
      ferred Employee may select the frequency of installment
      payments (either annual or quarterly), the initial
      Valuation Date (which shall be the last Valuation Date in
      the calendar year in the case of annual installments (the
      "annual Valuation Date") or the last Valuation Date of a
      calendar quarter in the case of quarterly installments
      (the "quarterly Valuation Date")), and the mode of
      distribution pursuant to paragraph (e) of this
      Section 20.5, provided such selection is made on or before
      the initial annual Valuation Date or initial quarterly
      Valuation Date so selected and such Valuation Date

                             - 57 -
coincides with or follows the termination of employment.
      Payments will be made as soon as practicable after the
      annual Valuation Date of each year, in the case of annual
      installments, or as soon as practicable after each
      quarterly Valuation Date in each year.  A Transferred
      Employee may make one prospective change in any of the
      elections made, provided such change is made prior to the
      initial annual Valuation Date or initial quarterly
      Valuation Date, whichever is applicable.  In no event may
      the initial annual Valuation Date or initial quarterly
      Valuation Date be later than the December 31 that is
      coincident with or immediately follows the date on which
      the Transferred Employee attains age 70-1/2.  In addition,
      a Transferred Employee who has selected annual
      installments may, after such installments have commenced,
      elect on or before December 1 of each year payment of a
      specific dollar amount, up to the remaining balance in the
      Transferred Employee's AS Account for the annual
      installment payable with respect to the annual Valuation
      Date of the year in which such election is made.  A
      Transferred Employee who has selected quarterly
      installments may, after such installments have commenced,
      elect on or before September 1 of each year payment of a
      specific dollar amount, up to the remaining balance in the
      Transferred Employee's AS Account, for the total of the
      four quarterly installments received in the year in which
      such election is made.  In the case of annual install-
      ments, such dollar amount, or, if greater, the annual
      installment amount otherwise payable hereunder without
      regard to such election, shall be paid as soon as
      practicable after the annual Valuation Date next following
      the election.  In the case of quarterly installments, the
      September Valuation Date quarterly installment for the
      year in which such election is made will be an amount
      equal to the greater of (x) the excess of the dollar
      amount elected for the four quarterly installments for the
      year in which such election is made over the aggregate
      amount of the first three preceding quarterly installments
      in such year, or (y) the amount of such September
      Valuation Date quarterly installment determined without
      regard to the election.  Anything in this
      subparagraph (b)(1)(B) to the contrary notwithstanding, a
      Transferred Employee may elect, as of any Valuation Date,
      to take a single sum payment of the remaining balance in
      his or her AS Account.

            (C)     Default Payment.  Selection under sub-
      paragraph (A) above must be made on or before the
      Valuation Date of the February which follows the calendar
      year in which the Transferred Employee attains age 70-1/2.
      Selection under subparagraph (B) above must be made on or
      before the December 31st which coincides with or
      immediately follows the date the Transferred Employee
      attains age 70-1/2.  In the absence of a timely selection,
      distribution shall be made in a single sum payment as soon

                             - 58 -
as practicable after the Valuation Date of the February
      which follows the calendar year in which the Transferred
      Employee attains age 70-1/2.  In no event may the
      Valuation Date be later than the Valuation Date of the
      February that follows the calendar year in which the
      Transferred Employee attains age 70-1/2.

            (ii)    Death.  Upon the death of a Transferred
Employee, whether or not the Transferred Employee previously
terminated employment and whether or not distribution of the
Transferred Employee's AS Account has previously commenced, there
shall be distributed to the Transferred Employee's Beneficiary,
as soon as practicable, but in no event later than one year after
the close of the Plan Year of the Transferred Employee's death,
the entire remaining AS Account of the Transferred Employee.
Such distribution shall be in a single payment.  Notwithstanding
the foregoing, distribution of the AS Account of a Transferred
Employee who was a Transferred Employee in the SSP on
December 31, 1989 may be made, at the election of such Trans-
ferred Employee's Beneficiary, in annual installments as
described in paragraph (b)(i)(B) of this Section 20.5.

            (iii)   Termination of Employment for Reasons other
than Retirement, Reduction-in-Force, Disability or Death.  A
Transferred Employee who terminates employment for a reason other
than Retirement, Reduction-in-Force, Disability or Death shall be
entitled to receive a distribution of his or her AS Account in a
single payment.  A Transferred Employee may select a current or
future Valuation Date which will be used in calculating the
amount of the single sum payment.  In addition to specifying the
Valuation Date, the Transferred Employee shall elect the mode of
distribution pursuant to paragraph (e) of this Section 20.5.
Payment shall be made as soon as practicable after the applicable
Valuation Date.  A Transferred Employee will have one
opportunity, prior to the Valuation Date previously selected to
change a prior election (whether as to Valuation Date or mode of
distribution).  In no event, however, may the Valuation Date
elected be later than the Valuation Date of the February which
follows the calendar year in which the Transferred Employee
attains age 70-1/2.

      (c)   Cash-Outs.  Notwithstanding paragraph (b) above, if
the combined value of a Transferred Employee's AS Account and his
or her other accounts under the Plan as of the Valuation Date
immediately preceding the Transferred Employee's termination of
employment does not exceed $3,500, the Transferred Employee shall
receive an immediate single payment of his or her accounts as
soon thereafter as practicable.

      (d)   Minimum Distributions.  Notwithstanding anything to
the contrary in this Plan, if a Transferred Employee elects
(either initially or by a prospective change) installment
payments (annual or quarterly) with respect to his or her AS
Account, then, in addition to the installment payments otherwise
payable to the Transferred Employee pursuant to this Section 20.5

                             - 59 -
based upon such election, there shall be such additional payments
made to the Transferred Employee as are necessary to satisfy the
requirements of Section 11.1(b).

      (e)   Mode of Distribution.  A Transferred Employee's AS
Account shall be distributed in cash; provided, however, that to
the extent that the Trustee holds on behalf of the Transferred
Employee any shares of AlliedSignal Common Stock transferred from
the AS Savings Plan, the portion of the AS Account invested in
AlliedSignal Common Stock shall be distributed in full shares of
AlliedSignal Common Stock (with cash in lieu of fractional
shares) or in cash, as the Transferred Employee or, where
applicable, each of a Transferred Employee's Beneficiaries, may
elect under paragraph (b) of this Section 20.5; provided,
further, that in the absence of an election an AS Account having
(x) less than 10 shares of AlliedSignal Common Stock will be
distributed in cash, and (y) 10 or more shares of AlliedSignal
Common Stock will be distributed in full shares of AlliedSignal
Common Stock (with cash in lieu of fractional shares).

      (f)   Order of Distributions.  Installment distributions
shall be made from the following subaccounts in the order set
forth below, as the accounts described in each successive sub-
paragraph are exhausted:

            (i)     After-Tax Contributions.  Installment distri-
butions from a Transferred Employee's After-Tax Contributions and
earnings thereon in the following order:

               (A)  An amount equal to all or part of the
      Transferred Employee's pre-1987 After-Tax Contributions
      then remaining in his or her AS Account (excluding the
      earnings thereon) to the extent required to exhaust such
      amounts, but no more than the current value of such
      contributions if such value is less than the amount of
      such contributions,

               (B)  An amount equal to all or a pro rata portion
      of the Transferred Employee's post-1986 After-Tax
      Contributions, the earnings thereon, and the earnings on
      the Transferred Employee's pre-1987 After-Tax
      Contributions (including in each instance Rollover
      Contributions made before June 1, 1993, which are
      considered as earnings in the After-Tax Contributions
      subaccount), to the extent required to exhaust such
      amounts, but no more than the current value of such
      contributions and such earnings if such value is less than
      the amount of such contributions and such earnings.

            (ii)    IRA Account.  All or part of the Transferred
Employee's IRA Account and the earnings thereon,

            (iii)   Rollover Contributions.  All or part of the
Transferred Employee's Rollover Contributions made on and after
June 1, 1993 and earnings thereon in his or her Rollover
Contribution subaccount,

                             - 60 -
(iv)    AS Contributions.  All or part of the
Transferred Employee's AS Contributions and the earnings thereon,
and
            (v)     Before-Tax Contributions.  All or part of the
Transferred Employee's Before-Tax Contributions and the earnings
thereon.

      (g)   Distribution Procedures.  Installment distributions
shall be made pro rata from those investment funds in which the
respective subaccounts being distributed under paragraph (f) are
invested as of the applicable Valuation Date.

20.6  Withdrawals.

      (a)   Withdrawals from AS Account.  A Transferred Employee
who is on the payroll of an Employer may elect to withdraw from
his or her AS Account in accordance with the provisions of this
Section 20.6, and according to the order prescribed in this
Section 20.6.  Withdrawals hereunder shall be according to the
order in which subparagraphs (i) through (v) are presented, as
the amounts described in each successive subparagraph are
exhausted, pro rata from the investment funds in which the
respective subaccounts are invested; provided, however, that to
the extent that a Transferred Employee's subaccounts are invested
in Employer Stock pursuant to the Transferred Employee's
instructions, such investments in Employer Stock shall not be
withdrawn unless the withdrawal occurs pursuant to the financial
hardship provisions of Section 11.8(c).  A Transferred Employee's
election to withdraw any amounts from the Plan shall be satisfied
by withdrawing from his or her AS Account, in accordance with the
provisions of this Section 20.6, before withdrawing any amounts
from his or her other accounts under the Plan.

            (i)     After-Tax Contributions.  A Transferred
Employee may elect to withdraw all or part of his or her After-
Tax Contributions and the earnings thereon.  Any such withdrawal
shall be made in the following order, as the amounts described in
each successive subparagraph are exhausted:

               (A)  An amount equal to all or part of the
      Transferred Employee's pre-1987 After-Tax Contributions
      then remaining in his or her AS Account (excluding the
      earnings thereon) to the extent required to exhaust such
      amounts, but no more than the current value of such
      contributions if such value is less than the amount of
      such contributions;

               (B)  An amount equal to all or a pro rata portion
      of the Transferred Employee's post-1986 After-Tax
      Contributions, the earnings thereon, and the earnings on
      pre-1987 After-Tax Contributions (including in each
      instance Rollover Contributions made before June 1, 1993,
      which are considered as earnings in the After-Tax
      Contributions subaccount), to the extent required to
      exhaust such amounts, but no more than the current value

                             - 61 -
of such contributions and such earnings if such value is
      less than the amount of such contributions and such
      earnings.  Any withdrawal of After-Tax Contributions by a
      Transferred Employee who has not completed 60 months of
      participation shall result in a suspension of Employer
      contributions under the Plan for a period of 90 days
      immediately following such withdrawal.

            (ii)    IRA Account.  A Transferred Employee may
elect to withdraw all or part of the Transferred Employee's IRA
Account and the earnings thereon.

            (iii)   Rollover Contributions.  A Transferred
Employee may elect to withdraw all or part of his or her Rollover
Contributions made on or after June 1, 1993 and the earnings
thereon in his or her Rollover Contribution subaccount.

            (iv)    AS Contributions.  A Transferred Employee may
elect to withdraw all or part of his or her AS Contributions and
the earnings thereon.  Any such withdrawal by a Transferred
Employee who has not completed 60 months of participation shall
result in a suspension of Employer contributions under the Plan
for a period of three months immediately following such
withdrawal.

            (v)     Before-Tax Contributions.

               (A)  Post-Age 59-1/2 Withdrawals.  A Transferred
      Employee who has attained age 59-1/2 may elect to withdraw
      all or part of his or her Before-Tax Contributions and the
      earnings thereon.

               (B)  Pre-Age 59-1/2 Hardship Withdrawals.
      Distribution of part or all of a Transferred Employee's
      Before-Tax Contributions and the earnings thereon (to the
      extent permitted under the Plan) may occur pursuant to the
      financial hardship provisions of Section 11.8(c).

      (b)   Withdrawal Procedures.  A Transferred Employee may
elect to make a withdrawal under this Section 20.6, except for
hardship withdrawals made pursuant to Section 20.6(a)(v)(B), as
of any current Valuation Date, provided that no other withdrawal
under this Section 20.6 has been made within three months of said
Valuation Date.  The amount available for withdrawal shall be
based on the value of the Transferred Employee's AS Account as of
the Valuation Date elected, except that amounts invested in
Employer Stock pursuant to the Transferred Employee's
instructions shall not be withdrawn unless the withdrawal occurs
pursuant to the financial hardship provisions of Section 11.8(c).
Any withdrawal shall be in an amount not less than the lesser of
(i) $300 or (ii) the amount available for withdrawal.  If a
participant loan transferred to the Plan from the AS Savings Plan
is outstanding, the Transferred Employee's withdrawal shall not
be greater than the amount which will cause the combined value of
his AS Account and his other accounts under the Plan to be twice

                             - 62 -
the outstanding principal balance of the loan and all accrued
interest thereon.  Any withdrawal of AlliedSignal Common Stock,
other than a pre-age 59-1/2 hardship withdrawal, shall be made in
full shares of AlliedSignal Common Stock (with cash in lieu of
fractional shares) unless the Transferred Employee elects to have
the Trustee sell all such shares and distribute cash.  In the
absence of an election, an AS Account having (x) less than 10
shares of AlliedSignal Common Stock will be distributed in cash
and (y) 10 or more shares of AlliedSignal Common Stock will be
distributed in full shares of AlliedSignal Common Stock (with
cash in lieu of fractional shares).  Any pre-age 59-1/2 hardship
withdrawal and any other withdrawal which is made at the same
time as the pre-age 59-1/2 hardship withdrawal shall be in cash.

      Any withdrawal under this Section 20.6 shall be
distributed to the Transferred Employee as soon as practicable
following the Valuation Date used to determine the amount
available for withdrawal.

20.7  Participant Loans.

      (a)   Eligibility for Loans.  Transferred Employees shall
not be permitted to obtain a loan from their AS Account in the
Plan; provided, however, that each participant loan transferred
to the Plan from the AS Savings Plan may remain outstanding
pursuant to the terms of such loan as of the transfer, but no
such loan shall be renewed or extended.

      (b)   Terms of Loans.

            (i)     Each loan shall be evidenced by a promissory
note and security agreement setting forth the Transferred
Employee's obligation to repay the borrowed amount, in such form
and with such provisions consistent with this paragraph as is
acceptable to Moog Inc.

            (ii)    The established interest rate on a loan shall
have been a reasonable rate of interest as determined by
AlliedSignal.

            (iii)   The principal amount of any loan and the
accrued interest thereon shall be repaid by approximately equal
payroll deductions which shall be irrevocable until the
outstanding principal balance of the loan, and all accrued
interest thereon, is paid in full.  A Transferred Employee who is
on a leave of absence may make periodic payments by certified
check to satisfy the outstanding principal balance of the loan
and interest thereon; provided, payments continue to be made no
less frequently than each calendar quarter and are made on a
substantially level basis.  If a Transferred Employee becomes
disabled, loan repayments will continue to be made by payroll
deduction as long as the Transferred Employee remains on the
payroll of the Employer.  The outstanding loan balance may be
prepaid in full on any Valuation Date without penalty.  The term
of any loan shall have been selected by the Transferred Employee

                             - 63 -
and shall be for a period not less than two months and not more
than 60 months, provided, however, that a loan which was used by
the Transferred Employee to acquire his or her principal
residence may have a term of up to 25 years.

            (iv)    If a Transferred Employee ceases to be
subject to payroll deductions and is not permitted to make loan
repayments by certified check or, if a Transferred Employee who
is permitted to make loan repayments by certified check fails to
timely make any periodic payment by certified check, the
outstanding principal balance of the loan and all accrued
interest thereon shall be immediately due and payable and if not
paid within ten days after receipt of written notice of the
amount due, such loan shall be deemed to be in default.  In the
event a Transferred Employee defaults on a loan, Moog Inc. may
foreclose on the loan by deducting the unpaid outstanding
principal balance of the loan and the interest accrued thereon
from the Transferred Employee's AS Account; provided, however,
that no foreclosure on the Transferred Employee's AS Account, to
the extent such loan is secured by Before-Tax Contributions,
shall be made until the earliest time such Before-Tax
Contributions may be distributed without violating any provisions
of Section 401(k) of the Code and the regulations issued
thereunder.

            (v)     Upon the election, or upon a deemed election
as a result of a failure to timely make an election, of the
distribution of the Transferred Employee's interest in the Plan,
any portion of a loan which is still outstanding shall be treated
as having been distributed to the Transferred Employee at that
time.

      (c)   Repayment of Loan.  Repayments of Transferred
Employee loans shall be invested in accordance with the
Transferred Employees' investment instructions in effect for
contributions to the Plan at the time of the repayment; provided,
however, that effective December 1, 1994, repayments of loans
shall be invested in accordance with the Transferred Employees'
investment instructions in effect for loan repayments at the time
of the repayment and shall not be invested in Employer Stock.

      (d)   Loan Security.  The loan shall be secured by a lien
on a Transferred Employee's AS Account (excluding the portion, if
any, consisting of the IRA Account) to the maximum extent
permitted by the relevant provisions of the Code, ERISA, and any
regulations or other guidance issued thereunder.

20.8  AlliedSignal Common Stock.

      (a)   Custody and Voting of AlliedSignal Common Stock.  All
shares of AlliedSignal Common Stock transferred to the Trustee
shall be held in the possession of the Trustee or its designee
until disposed of pursuant to provisions of the Plan.  Such
shares may be registered in the name of the Trustee or its
nominee.  The Trustee, itself or by proxy, shall vote the shares
of AlliedSignal Common Stock in AS Accounts as it, in its sole
discretion, chooses.
- 64 -

      (b)   Tender of AlliedSignal Common Stock.

            (i)     Each Transferred Employee (or, in the event
of a Transferred Employee's death, the Transferred Employee's
Beneficiary) shall have the right, to the extent of shares of
AlliedSignal Common Stock allocated to the Transferred Employee's
AS Account, to direct the Trustee in writing as to the manner in
which to respond to a tender or exchange offer with respect to
AlliedSignal Common Stock.  The Trustee shall utilize its best
efforts to timely distribute or cause to be distributed to each
Transferred Employee such information as will be distributed to
shareowners of AlliedSignal, in connection with any such tender
or exchange offer.  If the Trustee shall not receive timely
directions from a Transferred Employee as to the manner in which
to respond to such a tender or exchange offer, the Trustee shall
not tender or exchange any shares of AlliedSignal Common Stock
with respect to which such Transferred Employee has the right of
direction.

            (ii)    Cash proceeds received by the Trustee from
the sale or exchange of any shares of AlliedSignal Common Stock
pursuant to subparagraph (i) of this paragraph (b), shall be
allocated to the AS Accounts and invested by the Trustee in
accordance with the Transferred Employees' investment
instructions in effect for contributions to the Plan at the time
of the investment.  Property other than cash received by the
Trustee from the sale or exchange of any shares of AlliedSignal
Common Stock shall be sold and the proceeds thereof allocated to
the AS Accounts and invested by the Trustee in accordance with
the Transferred Employees' investment instructions in effect for
contributions to the Plan at the time of the investment.
Notwithstanding the foregoing, effective December 1, 1994,
proceeds from the sale or exchange of any shares of AlliedSignal
Common Stock shall be allocated to the AS Accounts and invested
by the Trustee in accordance with the Transferred Employees'
investment instructions in effect for reinvestment of AS Accounts
at the time of the investment and shall not be invested in
Employer Stock.

      (c)   AlliedSignal Common Stock Dividends.  Any dividends
with respect to shares of AlliedSignal Common Stock allocated to
Transferred Employees' AS Accounts shall be invested by the
Trustee in accordance with the Transferred Employees' investment
instructions in effect for contributions to the Plan at the time
of the investment.  Property other than cash received by the
Trustee as a dividend with respect to shares of AlliedSignal
Common Stock shall be sold and the proceeds thereof allocated to
the respective AS Accounts and invested by the Trustee in
accordance with the investment instructions in effect for
contributions to the Plan at the time of the investment.
Notwithstanding the foregoing, effective December 1, 1994,
dividends shall be invested by the Trustee in accordance with the
Transferred Employees' investment instructions in effect for
AlliedSignal Common Stock dividends at the time of the investment
and shall not be invested in Employer Stock.

                             - 65 -
(d)   Notwithstanding any other provision of the Plan to
the contrary, each Transferred Employee shall be a "named
fiduciary" of the Plan, within the meaning of Section 402(A) of
ERISA, to the extent that the Transferred Employee's AS Account
is invested in AlliedSignal Common Stock pursuant to the
Transferred Employee's instructions.

      IN WITNESS WHEREOF, Moog Inc. has caused this Plan to be
adopted by its duly authorized officer.

                              MOOG INC.

                              By: s/Joe C. Green
                                  _______________________________

                              Title: Executive Vice President
                                     ____________________________

                              Attest: s/John B. Drenning
                                      ___________________________

Dated:  September 29, 1995

(SEAL)

                             - 66 -
Exhibit 4(b)

                        AMENDMENT NO. ONE

                             to the

           MOOG INC. SAVINGS AND STOCK OWNERSHIP PLAN

      WHEREAS, the Moog Inc. Savings and Stock Ownership Plan
(the "Plan") was most recently amended and restated effective
October 1, 1989;

      WHEREAS, the Plan was been submitted to the Internal
Revenue Service for a favorable determination as to the
continuing tax qualification of the Plan; and

      WHEREAS, the Internal Revenue Service has requested an
amendment to the Plan.

      NOW, THEREFORE, the Plan is hereby amended effective
October 1, 1989 by adding Section 11.11 to Article XI, to read as
follows:

      "11.11   Distributed Stock Subject to Put Option.

            (a)  Put Option Required.  Shares of Employer
      Stock that are distributed under the Plan from a
      Participant's Employer Matching Contribution
      Account or ESOP Account shall be subject to a put
      option at the time of distribution unless the
      Employer Stock is readily tradeable on an
      established securities market within the meaning of
      Section 409(h) of the Code; provided, however, that
      if such Employer Stock is publicly traded without
      restriction when distributed but ceases to be so
      traded within fifteen (15) months after
      distribution, such Employer Stock shall be subject
      to a put option.

            (b)  Persons Authorized to Exercise Put
      Option.  The put option shall be exercisable by the
      Participant or Beneficiary, or by a person
      (including an estate or its distributee) to whom
      the Employer Stock passes by reason of the
      Participant's or Beneficiary's death.

            (c)  When Put Option Can Be Exercised.  The
      put option shall provide that, for a period of
      fifteen (15) months commencing immediately
      following the date the Employer Stock is
      distributed to the Participant or Beneficiary, the
      holder of the option shall have the right to
      require the Employer, by notifying it in writing,
      to purchase such Employer Stock at its fair market
value determined as of the most recent valuation.  The
      period during which the put option is exercisable shall
      not include any period during which the holder is unable
      to exercise the put option because the Employer is
      prohibited from honoring it by federal or state law.

            (c)  Purchase by Trustee.  With the consent of
      the Employer, the Investment Committee may direct
      the Trustee to purchase any or all Employer Stock
      subject to a put option, provided, however, that
      the purchase price paid by the Trustee may not
      exceed the fair market value determined as of the
      most recent valuation and, if the seller is a
      "disqualified person" (within the meaning of
      Section 4975(e)(2) of the Code), the purchase price
      may not exceed the fair market value determined as
      of the transaction date.  If the Investment
      Committee so directs the Trustee, the Employer
      shall take such action as may be necessary to
      permit the Trustee to consummate such purchase,
      including, but not limited to, providing or
      arranging for the financing of such purchase.

            (e)  Terms of Payment.  The terms of payment
      for the purchase of such Employer Stock shall be as
      set forth in the put and may be either in a lump
      sum or in installments, as determined by the
      Investment Committee.  An installment obligation
      issued pursuant to the exercise of such put option
      shall:

               (1)  require substantially equal
            periodic payments (not less frequently
            than annually) over a period beginning
            not later than thirty (30) days after the
            exercise of the put option and not
            exceeding five (5) years;

               (2)  bear a reasonable rate of
            interest, as determined by the Investment
            Committee;

               (3)  provide adequate security, as
            determined by the Investment Committee;
            and

               (4)  contain such other terms not
            inconsistent with applicable law as the
            Investment Committee may deem
            appropriate."

                              - 2 -
IN WITNESS WHEREOF, Moog Inc. has caused this Amendment
No. One to the Plan to be executed by its duly authorized officer
this  S/16th  day of  S/May, 1996.

                                     MOOG INC.

ATTEST:   S/Sonia M. Dolegala        By   S/John B. Drenning
       _______________________           ______________________

                                     Title   S/Secretary
                                           ____________________

                              - 3 -
Exhibit 4(c)

                        AMENDMENT NO. TWO
                             to the
            MOOG INC. SAVINGS & STOCK OWNERSHIP PLAN

      WHEREAS, the Moog Inc. Savings & Stock Ownership Plan (the
"Plan") was amended and restated effective October 1, 1989;

      WHEREAS, the Plan was further amended by Amendment No. One
effective October 1, 1989;

      WHEREAS, Moog Inc. has decided to permit the Plan
administrator to grant credit for prior employment, for
participation eligibility purposes, to individuals who become
employees as a result of the acquisition of a business by Moog
Inc.; and

      WHEREAS, Moog Inc. wishes to amend the Plan to provide for
such a change.

      NOW, THEREFORE, the Plan is hereby amended effective
February 1, 1996 by adding Section 2.4 to Article II, to read as
follows:

      "2.4  Acquired Employees.  This Section 2.4 contains
      special rules applicable to individuals who become
      Employees as a result of the acquisition of an
      acquired business by an Employer.  For purposes of
      this Section 2.4, the "acquisition of an acquired
      business" means the acquisition of a trade or
      business, or a division or other unit thereof, by
      an Employer, regardless of the form of the
      transaction.

            In cases where an individual becomes an
      Employee of an Employer as a result of the
      acquisition of an acquired business that employs
      such individual, the individual shall be eligible
      to participate in the Plan on the applicable date
      determined under Section 2.1 based on service as an
      Employee of an Employer; provided, however, that
      such an individual may be granted such additional
      credit for prior employment for purposes of Section
      2.1, determined with reference to employment before
      he became an Employee, as is determined by the
      Administrative Committee in its discretion.  Any
      grant of credit for prior employment made pursuant
      to this Section 2.4 shall be made on the same terms
      to all similarly-situated individuals within the
      affected group, shall be made for a legitimate
      business reason, shall not discriminate in favor of
      Highly Compensated Employees, and shall satisfy any
      other requirements of applicable Treasury
regulations.  Any grant of credit for prior employment
      under this Section 2.4 shall be set forth in a schedule
      attached to the Plan."

      IN WITNESS WHEREOF, Moog Inc. has caused this Amendment
No. Two to the Plan to be executed by its duly authorized officer
this    30th  day of     December     , 1996.

                                      MOOG INC.

WITNESS: /s/Mark E. Brand             BY /s/John B. Drenning
        _________________________        _______________________

                                      TITLE Secretary
                                            ____________________

                              - 2 -
MOOG INC.
                SAVINGS AND STOCK OWNERSHIP PLAN

                           SCHEDULE 1

          Credit Under Section 2.4 for Prior Employment

1.    Acquired Employees from Ultra Hydraulics Ltd.:  Acquired
      Employees will be credited, on and after February 1, 1996,
      with the Hours of Service completed for Ultra Hydraulics
      Ltd. before February 1, 1996 to the extent such service
      would be taken into account under the terms of this Plan
      if such service had been completed for Moog Inc.

2.    Acquired Employees from Moog Controls Inc.:  For
      participation eligibility purposes, Acquired Employees
      will be credited, on and after October 28, 1996, with the
      Hours of Service completed for Moog Controls Inc. before
      October 28, 1996 to the extent such service would be taken
      into account under the terms of this Plan if such service
      had been completed for Moog Inc.

Revised as of December 12, 1996.
Exhibit 4(d)

                       AMENDMENT NO. THREE
                             to the
            MOOG INC. SAVINGS & STOCK OWNERSHIP PLAN

      WHEREAS, the Moog Inc. Savings & Stock Ownership Plan (the
"Plan") was amended and restated effective October 1, 1989;

      WHEREAS, the Plan was further amended by Amendment No. One
effective October 1, 1989 and Amendment No. Two effective
February 1, 1996;

      WHEREAS, Moog Inc. has decided to reduce the minimum
service requirement for participation eligibility purposes; and

      WHEREAS, Moog Inc. wishes to amend the Plan to provide for
such a change.

      NOW, THEREFORE, the Plan is hereby amended effective
January 1, 1997 by amending and restating Section 2.1 to read as
follows:

      "2.1  Initial Eligibility.  Every Employee, other
      than (a) persons whose terms and conditions of
      employment are determined by collective bargaining
      with a third party and with respect to whom
      inclusion in this Plan has not been provided for in
      the collective bargaining agreement setting forth
      those terms and conditions of employment, (b) any
      person regularly employed by the Employer outside
      of the United States, and (c) any person not
      considered a permanent Employee of the Employer
      (unless such nonpermanent Employee completes "Six
      Months of Employment" after December 31, 1996 (or
      completes a Year of Service before January 1,
      1997)), shall be eligible to participate in the
      Plan as of the first day of the first calendar
      month coincident with or next following such
      Employee's completion of "Six Months of Employment"
      after December 31, 1996 (or completion of one Year
      of Service before January 1, 1997) (the "Initial
      Eligibility Date") and, if an Employee does not
      elect to participate in the Plan pursuant to
      Section 2.2 as of his Initial Eligibility Date, he
      may thereafter so elect to participate in the Plan
      as of any subsequent Entry Date.  Notwithstanding
      the foregoing, a Transferred Employee (as defined
      in Section 20.1) who was credited under the Plan
      with at least one Year of Service as of June 18,
      1994 shall initially be eligible to participate in
      the Plan on June 18, 1994.
For purposes of this Section 2.1, an Employee
      shall complete "Six Months of Employment" at the
      end of the eligibility computation period during
      which he completes at least 501 Hours of Service.
      The initial eligibility computation period shall be
      the six month period commencing on the date the
      Employee first completes an Hour of Service.
      Subsequent eligibility computation periods shall
      commence on the first day following the end of the
      prior period."

            IN WITNESS WHEREOF, Moog Inc. has caused this
Amendment No. Three to the Plan to be executed by its duly
authorized officer this  30th   day of    December   , 1996.

                              MOOG INC.

WITNESS: /s/Mark E. Brand     By /s/John B. Drenning
        _____________________    ___________________________

                              Title Secretary
                                    _______________________

                              - 2 -
Exhibit 4(e)

                       AMENDMENT NO. FOUR

                             to the

           MOOG INC. SAVINGS AND STOCK OWNERSHIP PLAN

      WHEREAS, the Moog Inc. Savings and Stock Ownership Plan
(the "Plan") was amended and restated effective October 1, 1989;

      WHEREAS, the Plan was further amended by Amendment No. One
effective October 1, 1989, Amendment No. Two effective
February 1, 1996, and Amendment No. Three effective January 1,
1997;

      WHEREAS, Moog Inc. has decided to add a participant loan
feature, make other changes for the benefit of participants, and
make certain changes necessary to comply with the Internal
Revenue Code and IRS requirements; and

      WHEREAS, Moog Inc. wishes to amend the Plan to provide for
such changes.

      NOW, THEREFORE, the Plan is hereby amended as follows:

      1.    Section 1.7(c) is amended effective October 1, 1997
to read as follows:

            "(c)  In determining the Compensation of a
      Participant for purposes of the limitation on
      Compensation described in the preceding sentence,
      the rules of Section 414(q)(6) of the Code shall
      apply, except in applying such rules, the term
      "family" shall include only the spouse of the
      Participant and any lineal descendants of the
      Participant who have not attained age 19 before the
      close of the year.  If as a result of the
      application of such rules the adjusted limitation
      on Compensation is exceeded, then the limitation
      shall be prorated among the affected individuals in
      proportion to each such individual's Compensation
      as determined under this Section 1.7 prior to the
      application of this limitation.  This
      Section 1.7(c)  shall not be applicable after
      September 30, 1997."

      2.    Section 1.9 is amended and restated effective
October 1, 1997 to read as follows:

      "1.9  "Employee" shall mean any common law employee
      employed in the United States by the Employer.  Any
      person performing services for the Employer as a
      leased employee pursuant to an agreement with a
      leasing organization shall for purposes of the Plan
      continue to be an employee of such leasing
      organization, and not an Employee of the Employer.
As used herein, "leased employee" means any
      person (other than an employee of the Employer) who
      pursuant to an agreement between the Employer and
      any other person ("leasing organization") has
      performed services for the Employer (or for the
      Employer and related persons determined in
      accordance with Section 414(n)(6) of the Code) on a
      substantially full-time basis for a period of at
      least one year, and such services are performed
      under the primary direction or control of the
      Employer.  Contributions or benefits provided a
      leased employee by the leasing organization which
      are attributable to services performed for the
      Employer shall be treated as provided by the
      Employer.

            Service as a leased employee shall be counted
      as service for purposes of the eligibility
      provisions under Article II and the vesting
      provisions under Section ?, notwithstanding that a
      leased employee shall not be eligible to
      participate in the Plan, if the leased employee's
      service is performed for (1) the Employer, or
      (2) any Affiliate."

      3.    Section 1.35 is amended and restated effective
October 1, 1997 to read as follows:

      "1.35    "Highly Compensated Employee" shall mean a
      highly compensated active Employee or a highly
      compensated former Employee.

            (a)  A highly compensated active Employee
      means any Employee who performs service for the
      Employer during the determination year and who,
      during the look-back year:

               (i)  received compensation from the
      Employer in excess of $80,000 (as adjusted pursuant
      to Code Section 415); and

               (ii) if this clause (ii) is elected for
      such look-back year, the Employee was in the group
      consisting of the top twenty percent (20%) of
      Employees for the look-back year, when ranked on
      the basis of compensation paid during such year
      (the "top-paid group").

            The term Highly Compensated Employee also
      means any Employee who is a 5 percent owner at any
      time during the look-back year or determination
      year.

            For this purpose, the determination year shall
      be the Plan Year.  The look-back year shall be the
      twelve-month period immediately preceding the
      determination year.
- 2 -
            (b)  A highly compensated former Employee
      means any Employee who separated from service (or
      was deemed to have separated) prior to the
      determination year, performs no service for the
      Employer during the determination year, and was a
      highly compensated active Employee for either the
      separation year or any determination year ending on
      or after the Employee's 55th birthday.

            (c)  The determination of who is a Highly
      Compensated Employee, including the determinations
      of the number and identity of Employees in the top-
      paid group and the compensation that is considered,
      will be made in accordance with Code Section 414(q)
      and the regulations thereunder."

      4.    Section 1.36 is amended and restated effective
August 10, 1998 to read as follows:

      "1.36    "Valuation Date" means each business day."

      5.    Section 2.1 is amended and restated effective
October 1, 1997 to read as follows:

      "2.1  Initial Eligibility.  Every Employee, other
      than

            (a)  persons whose terms and conditions of
      employment are determined by collective bargaining
      with a third party and with respect to whom
      inclusion in this Plan has not been provided for in
      the collective bargaining agreement setting forth
      those terms and conditions of employment,

            (b)  any person regularly employed by the
      Employer outside of the United States, and

            (c)  any individual who is treated by the
      Employer as a leased employee or an independent
      contractor, whether or not such individual is in
      fact a leased employee or an independent
      contractor,

      shall be eligible to participate in the Plan (after
      December 31, 1996) as of the later of

               (i)  the first day of the first calendar
      month coincident with or next following such
      Employee's completion of "Six Months of
      Employment", or

               (ii) January 1, 1997.

                              - 3 -
(The date under (i) or (ii), whichever is
      applicable, shall be the "Initial Eligibility
      Date.") If an Employee does not elect to
      participate in the Plan pursuant to Section 2.2 as
      of his Initial Eligibility Date, he may thereafter
      so elect to participate in the Plan as of any
      subsequent Entry Date.  (Before January 1, 1997,
      completion of one Year of Service was required for
      initial eligibility.)   Notwithstanding the
      foregoing, a Transferred Employee (as defined in
      Section 20.1) who was credited under the Plan with
      at least one Year of Service as of June 18, 1994
      shall initially be eligible to participate in the
      Plan on June 18, 1994.

            For purposes of this Section 2.1, an Employee
      shall complete "Six Months of Employment" at the
      end of the eligibility computation period during
      which he completes at least 501 Hours of Service.
      The initial eligibility computation period shall be
      the six month period commencing on the date the
      Employee first completes an Hour of Service.
      Subsequent eligibility computation periods shall
      commence on the first day following the end of the
      prior period."

      6.    Section 2.3 is amended and restated effective
October 1, 1997 to read as follows:

      "2.3  Breaks in Service; Termination of Employment.
      Any individual who experienced a termination of em-
      ployment with the Employer which resulted in a
      Break in Service shall be eligible to become a
      Participant on the first day of the month
      coincident with or next following his date of
      reemployment as an Employee, provided he had
      satisfied the requirements of Section 2.1 for entry
      as a Participant.  If an individual had satisfied
      the service requirements for entry as a
      Participant, but failed to become a Participant
      solely by reason of not being an Employee on his
      Initial Eligibility Date as of which participation
      would have commenced, he will be a Participant on
      the first day of the month coincident with or next
      following his recommencement of employment as an
      Employee if such employment recommencement occurs
      prior to a Break in Service.  Effective for Plan
      Years beginning before January 1, 1994, if an
      individual experiences a Break in Service after
      becoming a Participant, but without experiencing a
      termination of employment as an Employee, he shall
      be deemed to have again become a Participant as of
      the first day of the first Plan Year in which he
      satisfies the one-year service requirements of
      Section 2.1 for participation in the Plan."

                              - 4 -
7.    Section 4.4(d) is amended effective October 1, 1997
to read as follows:

            "(d) In the event the Administrative Committee
      determines that the Employer's savings
      contributions made on behalf of certain Highly
      Compensated Employees might cause the Plan to fail
      to meet the nondiscrimination requirements of
      Section 401(k) of the Code, the Employer may reduce
      the permissible percentages of savings
      contributions under the Plan for such Highly
      Compensated Employees.  In this regard, the average
      of the percentages of Compensation contributed by
      the Employer for Highly Compensated Employees for
      any Plan Year must either be (i) not more than such
      average for all other eligible Employees for the
      Plan Year preceding the Plan Year that is being
      tested multiplied by one and one-quarter (1.25) or
      (ii) not more than two (2) percentage points
      greater than such average for all eligible
      Employees for the Plan Year preceding the Plan Year
      that is being tested and not more than such average
      for all other such eligible Employees for the Plan
      Year preceding the Plan Year that is being tested
      multiplied by two (2).  Notwithstanding the
      preceding sentence, an election may be made to use
      the actual deferral percentage for the Eligible
      Employees who are not Highly Compensated Employees
      for the Plan Year that is being tested, in lieu of
      the percentage for the preceding Plan Year,
      pursuant to and in accordance with the requirements
      of Code Section 401(k) and related Treasury
      regulations, releases and rulings."

      8.    Section 4.4(e) is amended effective October 1, 1997
to read as follows:

            "(e)  Notwithstanding any other provision of
      the Plan, "excess contributions" (as hereinafter
      defined), reduced by the amount of any "excess
      savings contributions" (as defined in
      Section 4.4(c)) previously distributed pursuant to
      Section 4.4(c) plus any income and less any losses
      allocable thereto, shall be distributed no later
      than the last day of the Plan Year following the
      Plan Year being tested, to Highly Compensated
      Employees, on the basis of the amount of savings
      contributions by or on behalf of each such Highly
      Compensated Employee, in accordance with Code
      Section 401(k)(8) and the Treasury regulations
      thereunder.    "Excess contributions," including
      any amounts recharacterized, shall be treated as
      annual additions under the Plan for purposes of
      Section 16.1.  "Excess contributions" shall be
      adjusted for any income or loss up to the date of

                              - 5 -
distribution.  The income or loss allocable to
      "excess contributions" shall be the sum of:
      (i) income or loss applicable to the Participant's
      Savings Account for the Plan Year multiplied by a
      fraction, the numerator of which shall be such
      Participant's "excess contributions" for the Plan
      Year and the denominator of which shall be the
      Participant's account balance attributable to
      savings contributions without regard to any income
      or loss occurring during such Plan Year, and
      (ii) ten percent (10%) of the amount determined
      under (i) multiplied by the number of whole
      calendar months between the end of the Plan Year
      and the date of distribution, counting the month of
      distribution if distribution occurs after the
      fifteenth day of such month.  For purposes of this
      Section 4.4(d), the term "excess contributions"
      shall mean, with respect to any Plan Year, the
      excess of (i) the aggregate amount of savings
      contributions for such Plan Year over (ii) the
      maximum amount of such contributions permitted by
      the test set forth in the second sentence of
      Section 4.4(d), determined by reducing such
      contributions made on behalf of Highly Compensated
      Employees in the order of whose average percentages
      of Compensation so reduced was greatest.
      Corrective distributions, if any, shall be made
      first to the Highly Compensated Employee with the
      largest amount of savings contributions and all
      other Highly Compensated Employees with the same
      amount of savings contributions for the Plan Year,
      so that no decrease is made in the savings
      contribution for any Highly Compensated Employee as
      long as any other Highly Compensated Employee has a
      larger amount of savings contributions for the Plan
      Year.  This process shall be repeated until all of
      the "excess contributions" are distributed.  In
      lieu of distributing savings contributions, the
      Administrative Committee may on a uniform basis
      permit Participants to elect to treat their "excess
      contributions", reduced by the amount of any
      "excess savings contributions" (as defined in
      Section 4.4(c)) previously distributed pursuant to
      Section 4.4(c), as having been distributed to them
      and then recontributed by them to the Plan.  Any
      such recharacterized amounts shall be nonfor-
      feitable and subject to the same distribution
      requirements as savings contributions.  Any such
      recharacterization shall occur no later than two
      and one-half (2-1/2) months after the last day of
      the Plan Year in which such "excess contributions"
      arose."

      9.    Section 4.4(f) is amended effective August 10, 1998
to read as follows:

                              - 6 -
"(f)  A Savings Agreement may be amended by a
      Participant only once during each calendar month
      where the purpose of the amendment is to increase
      or decrease the amount of such Participant's
      Compensation which is subject to salary reduction
      during the remainder of such Plan Year."

      10.   Section 4.4(h) is amended effective August 10, 1998
to read as follows:

            "(h)  Savings Agreements and amendments to
      Savings Agreements shall be effective as of the
      first payroll period for the month after the
      Savings Agreement or amendment to the Savings
      Agreement is executed by the Participant and the
      Employer or as soon thereafter as practicable,
      unless a different effective date is stated therein
      and agreed to by the Participant and the Employer."

      11.   Section 6.4 is amended and restated effective
October 1, 1997 to read as follows:

      "6.4  Nondiscrimination Requirement.  In the event
      the Administrative Committee determines that
      Employer Matching Contributions made to the
      Employer Matching Contribution Accounts of certain
      Highly Compensated Employees might cause the Plan
      to fail to meet the nondiscrimination requirements
      of Section 401(m) of the Code, the Employer shall
      reduce its Employer Matching Contributions to the
      Employer Matching Contribution Accounts of Highly
      Compensated Employees or take any other action
      permissible under the law as determined
      conclusively in the sole discretion of the
      Administrative Committee.  In this regard, the
      average of the percentages of Employer Matching
      Contributions made by the Employer for, and
      allocated to, each Highly Compensated Employee for
      any year must not exceed the greater of (i) one
      hundred twenty-five percent (125%) of such average
      for all other eligible Employees for the Plan Year
      preceding the Plan Year that is being tested or
      (ii) the lesser of (A) two hundred percent (200%)
      of such average for all other eligible Employees
      for the Plan Year preceding the Plan Year that is
      being tested or (B) such average for all other
      eligible Employees  for the Plan Year preceding the
      Plan Year that is being tested plus two (2)
      percentage points.

            Notwithstanding any other provision of the
      Plan, "excess aggregate contributions" (as
      hereinafter defined), plus any income and less any
      losses allocable thereto, shall be forfeited, if
      forfeitable, or if not forfeitable, distributed no

                              - 7 -
later than the last day of the Plan Year following
      the Plan Year being tested to Highly Compensated
      Employees, on the basis of the amount of Employer
      Matching Contributions by or on behalf of each such
      Highly Compensated Employee, in accordance with
      Code Section 401(m)(6) and the Treasury regulations
      thereunder.  Such distributions or forfeitures
      shall be made first in the Employer Matching
      Contribution for the Highly Compensated Employee
      with the largest amount of Employer Matching
      Contribution and all other Highly Compensated
      Employees with the same amount of Employer Matching
      Contributions for the Plan Year, so that no
      decrease is made in the Employer Matching
      Contribution for any Highly Compensated Employee as
      long as any other Highly Compensated Employee has a
      larger amount of Employer Matching Contributions.
      This process shall be repeated until all of the
      "excess aggregate contributions" are distributed or
      forfeited.  "Excess aggregate contributions" shall
      be adjusted for any income or loss up to the date
      of forfeiture or distribution.  The income or loss
      allocable to "excess aggregate contributions" shall
      be the sum of:  (i) income or loss applicable to
      the Participant's Employer Matching Contributions
      Account for the Plan Year multiplied by a fraction,
      the numerator of which shall be such Participant's
      "excess aggregate contributions" for the Plan Year
      and the denominator of which shall be the
      Participant's account balance attributable to
      Employer Matching Contributions without regard to
      any income or loss occurring during such Plan Year,
      and (ii) ten percent (10%) of the amount determined
      under (i) multiplied by the number of whole
      calendar months between the end of the Plan Year
      and the date of distribution, counting the month of
      forfeiture or distribution if forfeiture or
      distribution occurs after the fifteenth day of such
      month.  For purposes of this Section 6.4, the term
      "excess aggregate contributions" shall mean, with
      respect to any Plan Year, the excess of (A) the
      aggregate amount of Employer Matching Contributions
      for such Plan Year over (B) the maximum amount of
      such Contributions permitted by the test set forth
      in the second sentence of Section 6.4, determined
      by reducing such Contributions made by or on behalf
      of Highly Compensated Employees in the order of
      those average percentages of Employer Matching
      Contributions which were the largest.

            In no event shall the nondiscrimination
      requirements of Section 401(k) and Section 401(m)
      of the Code, and the percentages computed pursuant
      to the second sentence of Section ? and the second
      sentence of Section 6.4, be determined by

                              - 8 -
aggregating savings contributions and Employer
      Matching Contributions.  The aggregation of
      contributions provided in Section 401(m)(9) of the
      Code and the regulations issued thereunder shall
      not be applicable when determining whether the Plan
      meets the nondiscrimination requirements of
      Section 401(k) and Section 401(m) of the Code."

      12.   Section 10.11 is added effective August 10, 1998 to
read as follows:

      "10.11   Loans to Participants.

            (a)  Loans Permitted.

               (i)  In General.  A Participant who is an
      active Employee shall be permitted to borrow from
      the Plan subject to the rules and restrictions set
      forth in this Section 10.11.  For purposes of this
      Section 10.11, the term "Participant" shall include
      all persons described in this Section 10.11(a)(i).

               (ii) Administrative Committee Approval
      Required.  No loan shall be made to a Participant
      unless the Participant submits a loan application
      to the Administrative Committee on a form
      prescribed by the Administrative Committee and the
      loan is approved by the Administrative Committee.
      In determining whether to approve or deny a loan,
      the Administrative Committee shall limit its
      consideration to:  (A) the creditworthiness of the
      Participant; (B) whether the loan might cause the
      Plan to become disqualified under Code
      Section 401(a); and (C) such other objective loan
      criteria, if any, as the Administrative Committee
      shall have set forth in a written loan policy which
      shall constitute part of the Plan.

               (iii)  Distribution of Loan Proceeds.  Loan
      proceeds will be distributed to the Participant as
      soon as may be administratively practical after the
      loan is approved, or at such regular loan
      distribution dates as the Administrative Committee
      may establish.

            (b)  Restrictions on Loans.

               (i)  Six-Month Waiting Period Between
      Loans.  A Participant may only have one outstanding
      loan from the Plan at any time.  A Participant may
      not borrow from the Plan during the six-month
      period beginning on the date that an outstanding
      loan (other than a loan transferred from the AS
      Savings Plan) is repaid in full or otherwise
      canceled.

                              - 9 -
(ii) Qualified Domestic Relations Order.  A
      Participant may not borrow from the Plan during a
      period when the Administrative Committee is making
      a determination of whether a domestic relations
      order affecting the Participant's Accounts is a
      Qualified Domestic Relations Order.

               (iii)  Minimum Loan Amount.  A Participant
      may not borrow an amount that is less than $1,000.

               (iv) Maximum Loan Amount.  A Participant
      may not borrow an amount that is more than the
      lesser of:

                    (A)  $50,000 reduced by the highest
      outstanding balance of loans under the Plan to the
      Participant determined as of any day during the
      one-year period ending on the day before the date
      on which the new loan is to be made, or

                    (B)  one-half of the aggregate of the
      Participant's vested Account Balance, determined as
      of the most recent Valuation Date for which Account
      Balances have been calculated, with adjustment for
      any contributions or distributions made after such
      Valuation Date, reduced by the outstanding balance
      of loans under the Plan to the Participant
      determined as of the date on which the new loan is
      to be made.

            (c)  Loan Terms and Conditions.

               (i)  Term of Loan.  A loan may be granted
      for a term of not more than 5 years, as elected by
      the Participant.

               (ii) Interest Rate.  Loans shall bear
      interest at a rate equal to one percent (1%) over
      the prime rate as published in the Wall Street
      Journal, or at a rate determined by the
      Administrative Committee to be commercially
      reasonable based upon interest rates charged by
      commercial lenders on loans made in Western New
      York State under circumstances that are, in the
      determination of the Administrative Committee,
      similar to loans under the Plan.

               (iii)  Security.  Loans shall be secured by
      a lien on one-half of the Participant's vested
      Account Balance under the Plan.

               (iv) Repayment Terms.  Loans shall require
      repayment in substantially equal installments of
      principal and interest (with payments no less
      frequently than quarterly) over the term of the

                             - 10 -
loan.  Loans shall permit prepayment of the entire
      outstanding balance of principal and interest without
      penalty at any time.  It shall be a condition of each loan
      that the Participant execute an appropriate payroll
      deduction form to authorize his Employer to withhold loan
      repayments from his pay.  Repayments of principal and
      interest on a loan shall be invested in the same
      Investment Fund or Funds from which the loan proceeds were
      withdrawn.

               (v)  Events of Default.  The following
      events shall constitute default under a loan:
      (A) failure to pay any interest or principal on the
      loan when due; (B) revocation of any payroll
      deduction agreement required as a condition of the
      loan; (C) default under any other loan from the
      Plan then outstanding; and (D) termination of
      employment with the Employer and all Affiliates for
      any reason, including death or retirement.

               (vi) Remedies on Default.

                    (A)  In General.  Upon the occurrence
      of any default, the Administrative Committee may,
      without notice, accelerate the balance due on the
      loan and may take such action as it deems
      appropriate to recover the amount in default,
      except that the Administrative Committee shall not
      foreclose on any Account Balance pledged as
      security for the loan until the Administrative
      Committee has given the Participant prior written
      notice of such foreclosure.  In such case, the
      Participant may repay the loan or may request the
      balance of the loan to be immediately satisfied by
      cancellation of all or a portion of his Account
      Balance securing the loan equal in value to the
      amount due on the loan.  If the loan remains unpaid
      after written notice is given, the balance may be
      immediately satisfied by cancellation of a portion
      of the Participant's Account Balance equal in value
      to the amount due on the loan, or by foreclosure on
      any other security for the loan.

                    (B)  Restriction on Foreclosure.
      Notwithstanding the provisions of
      Section 10.11(c)(vi)(A), the Administrative
      Committee shall not satisfy a loan balance in
      default by cancellation of an Account Balance that
      is subject to distribution restrictions under Code
      Section 401(k)(2)(B), unless the Participant has
      separated from service with the Employer and all
      Affiliates, has attained age 59-1/2, or another
      event has occurred that makes distribution of the
      Account Balance permissible under that Code
      Section.

                             - 11 -
(d)  Loan Documents and Policy.

               (i)  Loan Documents.  The Administrative
      Committee or the Trustee shall prepare the
      following loan documents, which shall be executed
      by the Participant and delivered to the
      Administrative Committee prior to the disbursement
      of any loan proceeds:  (A) a promissory note
      payable to the Trustee and containing such terms
      and conditions as the Administrative Committee
      shall determine; (B) a security agreement granting
      to the Trustee a lien on one-half the value of the
      Participant's Account Balance; and (C) an agreement
      authorizing the Participant's Employer to deduct
      installments of principal and interest from his
      wages during the period that the loan remains
      outstanding.

               (ii) Written Loan Policy.  The
      Administrative Committee is authorized to impose
      terms and conditions on loans that are in addition
      to and/or different from the terms and conditions
      set forth in Section 10.11(c), and to change such
      terms and conditions from time to time, as it shall
      deem appropriate.  Such additional and/or different
      terms and conditions shall be set forth in a
      written loan policy which shall constitute part of
      the Plan.  The forms of the loan application
      referred to in Section 10.11(a)(ii) and the loan
      documents referred to in Section 10.11(d)(i) shall
      constitute a part of such written loan policy and,
      accordingly, shall constitute part of the Plan.

            (e)  Source of Funds for Loans.

               (i)  In General.  The funds used in making
      a loan shall be derived by liquidating the
      investments held in the Participant's Accounts in
      the order similar to that prescribed in
      Section 11.8(b)(v).  If any such Account exceeds
      the amount of the loan, the investments in the
      Account shall be liquidated pro rata.  The
      Administrative Committee is authorized to obtain
      funds for the loan from the Participant's Accounts
      in any other manner it deems to be appropriate.
      Notwithstanding any other provision of this
      Section 10.11, no loan shall be taken from any
      amounts invested in Employer Stock or AlliedSignal
      Common Stock.

               (ii) Loan Treated As Investment Fund.  A
      loan shall be treated as a separate investment fund
      selected by the Participant to whom the loan is
      made.  Interest payments received from the
      Participant shall be allocated to his Accounts as

                             - 12 -
income earned on his loan/investment fund.  Monies
      received from the Participant as payment of
      interest and principal shall be reinvested in the
      same investment fund or funds from which the loan
      proceeds were withdrawn, or in such other
      investment funds as specified by the Administrative
      Committee."

      13.   Section 11.1(a) is amended effective August 10, 1998
to read as follows:

            "(a)  In General.  If a Participant's service
      is terminated by Retirement, Disability, lay-off or
      death, the amount to the credit of his Accounts
      shall be distributed to him, if living, or to his
      designated Beneficiary if he is then dead, in a
      lump sum as soon as administratively practical
      following such termination, but in no event later
      than the April 1st of the calendar year following
      the calendar year in which he attains age 70-1/2,
      as required pursuant to subsection (b) below.  The
      Participant's share of the subsequent Employer
      contributions, if any, for the year of Retirement,
      Disability or death shall either be distributed
      within ninety (90) days following the end of such
      year or as soon thereafter as practicable to him or
      to his designated Beneficiary or estate.
      Notwithstanding the foregoing, unless a Participant
      elects otherwise, the amount to the credit of his
      Accounts shall be distributed to him no later than
      sixty (60) days after the latest of the close of
      the Plan Year in which (i) he attains age 65, (ii)
      occurs the tenth (10th) anniversary of the year he
      commenced participation in the Plan or (iii) he
      terminates his service with the Employer."

      14.   Section 11.3 is amended and restated effective
October 1, 1997 to read as follows:

      "11.3    Consents.  If the amount to the credit of a
      Participant's accounts exceeds $5,000 and becomes
      distributable to him on an immediate lump sum basis
      pursuant to Section 11.1, no such distribution
      shall be made to him unless he consents in writing
      to same.  Failure to give such consent shall be
      deemed to be an election to have the amount to the
      credit of his accounts distributed in a lump sum as
      soon as administratively practical after the date
      on which he attains age 70-1/2 or on which the
      Administrative Committee receives notice of his
      death or on which he gives such consent, whichever
      is the earliest; provided, however, that if the
      Participant's Beneficiary is his surviving spouse,
      the Participant's surviving spouse may defer
      distribution after the Participant's death until
      the last day of the month in which he would have
      attained age 70-1/2.

                             - 13 -
For purposes of determining whether the value
      of a Participant's accounts does not exceed $5,000,
      the combined value of the Participant's AS Savings
      Plan Account (as defined in Section 20.1) and his
      other accounts under the Plan shall be considered."

      15.   Section 11.6 is amended and restated effective
October 1, 1997 to read as follows:

      "11.6    Termination of Service for Any Other
      Reason.  If a Participant's service is terminated
      for any reason other than Retirement, Disability,
      lay-off or death, the amount to the credit of his
      accounts shall be distributed to him as soon
      thereafter as administratively practical; provided,
      however, that no lump sum distribution shall be
      made to a Participant unless he consents in writing
      to such distribution or unless the amount of such
      distribution which is attributable to the then
      value of his accounts does not exceed $5,000.  If
      any such Participant refuses to consent to a lump
      sum distribution, the amount to the credit of his
      accounts shall remain in the Trust Fund subject to
      periodic revaluation and the risk of loss
      provisions of Section 11.4, and will be distributed
      in accordance with Section 11.3."

      16.   Sections 11.8(b)(1) through (6) are renumbered
11.8(b)(i) through (vi), respectively, effective October 1, 1997.

      17.   Section 11.8(b)(iv) (as renumbered) is further
amended effective August 10, 1998 to read as follows:

               "(iv)  After receipt of written notice
      requesting a withdrawal, or after approval of a
      hardship withdrawal request, the Administrative
      Committee shall promptly deliver it to the Trustee.
      Any such withdrawals shall be effective as soon as
      administratively practical after approval of the
      withdrawal request.  After receipt of any such
      notice from the Administrative Committee, the
      Trustee shall distribute the appropriate amount to
      the Participant as soon thereafter as
      administratively practical."

      18.   Section 11.8(b)(vi) (as renumbered) is further
amended effective October 1, 1997 to read as follows:

               "(vi)  Notwithstanding the foregoing, any
      withdrawal by a Transferred Employee (as defined in
      Section 20.1) who has an outstanding participant
      loan transferred to the Plan from the AS Savings
      Plan (as defined in Section 20.1) shall not be
      greater than the amount which will cause the
      combined value of his AS Account (as defined in

                             - 14 -
Section 20.1) and his other accounts under the Plan
      to be twice the outstanding principal balance of
      the loan and all accrued interest thereon."

      19.   Section 15.5 is added effective December 12, 1994 to
read as follows:

      "15.5    Military Service.  Notwithstanding any
      provision of this Plan to the contrary,
      contributions, benefits and service credit with
      respect to qualified military service will be
      provided in accordance with Code Section 414(u)."

      20.   Section 16.1 is amended and restated effective
October 1, 1997 to read as follows:

      "16.1    In General.  In no event shall the annual
      additions for any Participant under this Plan when
      aggregated with annual additions under any other
      tax-qualified defined contribution plan maintained
      by the Employer exceed the maximum permitted from
      time to time under Section 415 of the Code.  Nor
      shall the sum of any Participant's defined benefit
      fraction and defined contribution plan fraction in
      any Plan Year exceed 1.0, as such terms are defined
      and calculated under Section 415 of the Code, for
      any limitation year commencing before January 1,
      2000."

      21.   Section 20.5(c) is amended effective October 1, 1997
to read as follows:

            "(c)  Cash-Outs.  Notwithstanding paragraph
      (b) above, if the combined value of a Transferred
      Employee's AS Account and his or her other accounts
      under the Plan as of the Valuation Date immediately
      preceding the Transferred Employee's termination of
      employment does not exceed $5,000, the Transferred
      Employee shall receive an immediate single payment
      of his or her accounts as soon thereafter as
      administratively practical."

      22.   Section 20.7 is amended effective August 10, 1998 by
revising the caption to read as follows:

      "20.7    Participant Loans Transferred From AS
      Savings Plan."

      23.   Section 20.7(a) is amended effective August 10, 1998
to read as follows:

            "(a)  Eligibility for Loans.  Except as
      provided in Section 10.11, Transferred Employees
      shall not be permitted to obtain a loan from their
      AS Account in the Plan; provided, however, that

                             - 15 -
each participant loan transferred to the Plan from
      the AS Savings Plan may remain outstanding pursuant
      to the terms of such loan as of the transfer, but
      no such loan shall be renewed or extended.  The
      provisions of this Section 20.7 shall apply to
      loans transferred from the AS Savings Plan."

      24.   Section 20.8(d) is amended effective October 1, 1997
to read as follows:

            "(d)  Notwithstanding any other provision of
      the Plan to the contrary, each Transferred Employee
      shall be a "named fiduciary" of the Plan, within
      the meaning of Section 402(a) of ERISA, to the
      extent that the Transferred Employee's AS Account
      is invested in AlliedSignal Common Stock pursuant
      to the Transferred Employee's instructions."

      IN WITNESS WHEREOF, Moog Inc. has caused this Amendment
No. Four to the Plan to be executed by its duly authorized
officer this  17th   day of   June    , 1998.

                                   MOOG INC.

WITNESS: /s/Dianne M. Agato        By /s/Joe C. Green
         _____________________        __________________________

                                   Title Executive Vice President
                                         ________________________

                             - 16 -
Exhibit 5(a)

INTERNAL REVENUE SERVICE           DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
G.P.O. BOX 1680
BROOKLYN, NY  11202
                              Employer Identification Number:
Date: APR 08 1996                  16-0757636
                              File Folder Number:
MOOG INC.                          160002263
C/O MARK E. BRAND, ESQ.       Person to Contact:
3400 MARINE MIDLAND CENTER         LLOYD SESSLER
BUFFALO, NY  14203            Contact Telephone Number:
                                   (516) 683-5388
                              Plan Name:
                                   MOOG INC. SAVINGS AND STOCK
                                   OWNERSHIP PLAN
                              Plan Number:  002

Dear Applicant:

     We have made a favorable determination on your plan,
identified above, based on the information supplied.  Please keep
this letter in your permanent records.

     Continued qualification of the plan under its present form
will depend on its effect in operation.  (See section 1.401-
1(b)(3) of the Income Tax Regulations.)  We will review the
status of the plan in operation periodically.

     The enclosed document explains the significance of this
favorable determination letter, points out some features that may
affect the qualified status of your employee retirement plan, and
provides information on the reporting requirements for your plan.
It also describes some events that automatically nullify it.  It
is very important that you read the publication.

     This letter relates only to the status of your plan under
the Internal Revenue Code.  It is not a determination regarding
the effect of other federal or local statutes.

     This determination is subject to your adoption of the
proposed amendments submitted in your letter dated March 20,
1996.  The proposed amendments should be adopted on or before the
date prescribed by the regulations under Code section 401(b).

     This determination letter is applicable for the amendment(s)
adopted on September 29, 1995.

     This plan satisfies the requirements of Code section
4975(e)(7).

     This plan has been mandatorily disaggregated, permissively
aggregated, or restructured to satisfy the nondiscrimination
requirements.
This plan satisfies the nondiscrimination in amount
requirement of section 1.401(a)(4)-1(b)(2) of the regulations on
the basis of a design-based safe harbor described in the
regulations.

     This letter is issued under Rev. Proc. 93-39 and considers
the amendments required by the Tax Reform Act of 1986 except as
otherwise specified in this letter.

     This plan satisfies the nondiscriminatory current
availability requirements of section 1.401(a)(4)-4(b) of the
regulations with respect to those benefits, rights and features
that are currently available to all employees in the plan's
coverage group.  For this purpose, the plan's coverage group
consists of those employees treated as currently benefitting for
purposes of demonstrating that the plan satisfies the minimum
coverage requirements of section 410(b) of the Code.

     This letter may not be relied upon with respect to whether
the plan satisfies the qualification requirements as amended by
the Uruguay Round Agreements Act, Pub. L. 103-465.

     If you have questions concerning this matter, please contact
the person whose name and telephone number are shown above.

                              Sincerely yours,

                              /s/ Herbert J. Huff

                              Herbert J. Huff
                              District Director

Enclosures:
Publication 794

                              - 2 -
INTERNAL REVENUE SERVICE           DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P.O. BOX 2508
CINCINNATI, OH  45201
                              Employer Identification Number:
Date: JUN 14 1999                  16-0757636
                              DLN: 17007306002028
MOOG INC.                     Person to Contact:
C/O MARK E. BRAND                  RUSSELL PARKER
PHILLIPS LYTLE                Contact Telephone Number:
3400 MARINE MIDLAND CENTER         (877) 829-5500
BUFFALO, NY  14203            Plan Name:
                                   MOOG INC SAVINGS AND STOCK
                                   OWNERSHIP PLAN
                              Plan Number:  002

Dear Applicant:

     We have made a favorable determination on your plan,
identified above, based on the information supplied.  Please keep
this letter in your permanent records.

     Continued qualification of the plan under its present form
will depend on its effect in operation.  (See section 1.401-
1(b)(3) of the Income Tax Regulations.)  We will review the
status of the plan in operation periodically.

     The enclosed document explains the significance of this
favorable determination letter, points out some features that may
affect the qualified status of your employee retirement plan, and
provides information on the reporting requirements for your plan.
It also describes some events that automatically nullify it.  It
is very important that you read the publication.

     This letter relates only to the status of your plan under
the Internal Revenue Code.  It is not a determination regarding
the effect of other federal or local statutes.

     This determination is applicable for the amendment(s)
executed on May 16, 1996.

     This determination letter is also applicable for the
amendment(s) dated on 123096 & 071798.

     This plan is an employee stock ownership plan with a cash or
deferred arrangement described in Code section 401(k).

     This plan satisfies the requirements of Code section
4975(e)(7).

     This plan has been mandatorily disaggregated, permissively
aggregated, or restructured to satisfy the nondiscrimination
requirements.

     This plan satisfies the nondiscrimination in amount
requirement of section 1.401(a)(4)-1(b)(2) of the regulations on
the basis of a design-based safe harbor described in the
regulations.
This plan satisfies the nondiscriminatory current
availability requirements of section 1.401(a)(4)-4(b) of the
regulations with respect to those benefits, rights and features
that are currently available to all employees in the plan's
coverage group.  For this purpose, the plan's coverage group
consists of those employees treated as currently benefitting for
purposes of demonstrating that the plan satisfies the minimum
coverage requirements of section 410(b) of the Code.

     This letter considers the changes in the qualifications
requirements made by the Uruguay Round Agreements Act (GATT),
Pub. L. 103-465, and the Taxpayer Relief Act of 1997, Pub. L.
105-34, and the changes in the qualifications requirements made
by the Small Business Job Protection Act of 1996, Pub. L. 104-
188, that are effective before the first day of the first plan
year beginning after December 31, 1998.

     The information on the enclosed Publication 794 is an
integral part of this determination.  Please be sure to read and
keep it with this letter.

     The requirement for employee benefits plans to file summary
plan descriptions (SPD) with the U.S. Department of Labor was
eliminated effective August 5, 1997.  For more details, call
1-800-998-7542 for a free copy of the SPD card.

     We have sent a copy of this letter to your representative as
indicated in the power of attorney.

     If you have questions concerning this matter, please contact
the person whose name and telephone number are shown above.

                              Sincerely yours,

                              /s/ Ellen Murphy

                              District Director

Enclosures:
Publication 794

                              - 2 -
EXHIBITS 5(b) AND 23(d)

             OPINION OF PHILLIPS, LYTLE, HITCHCOCK,
              BLAINE & HUBER LLP AS TO THE LEGALITY
                    OF THE SHARES REGISTERED
(LETTERHEAD OF PHILLIPS, LYTLE, HITCHCOCK, BLAINE & HUBER LLP)

August 20, 1999

MOOG INC.
East Aurora, New York 14052-0018

          Re:  MOOG INC. - Registration Statement on Form S-8
               ______________________________________________
Gentlemen:

          With respect to the Form S-8 Registration Statement of
Moog Inc. (the "Company")and Moog Inc. Savings and Stock
Ownership Plan ("Plan"), covering the registration of
1,000,000 shares of Class A Common Stock, $1 par value, and
200,000 shares of Class B Common Stock, $1 par value, of the
Company, as well as interests in accounts under the Plan, we have
examined and are familiar with the Company's Restated Certificate
of Incorporation, By-laws, and the various corporate records and
proceedings relating to the organization of the Company, proposed
issuance of securities and the adoption of the Plan by the
Company.  We have also examined such other documents and
proceedings that we have considered necessary for the purpose of
this opinion.

          Based upon such examination, we are of the opinion
that:

          1.   The Company has been duly organized and is a
               validly existing corporation under the laws of the
               State of New York.

          2.   The 1,000,000 shares of Class A Common Stock and
               the 200,000 shares of Class B Common Stock which
               may be issued by the Company, as well as interests
               in accounts under the Plan which may be issued by
               the Plan, pursuant to the Plan, have been duly
               authorized and, when issued in accordance with the
               terms of the Registration Statement and the Plan,
               will be validly issued, fully paid and
               non-assessable.

          We hereby consent to the filing of this opinion as an
Exhibit to the Registration Statement.

                                   Very truly yours,

               /s/ PHILLIPS, LYTLE, HITCHCOCK, BLAINE & HUBER LLP
EXHIBIT 23(a)

                 CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
Moog Inc.:

We consent to the use of our reports dated November 9, 1998,
except as to Notes 2 and 6 which are as of December 3, 1998, on
the consolidated financial statements of Moog Inc. and
subsidiaries as of September 26, 1998 and September 27, 1997 and
for each of the years in the three-year period ended
September 26, 1998 and the related financial statement schedule
incorporated by reference herein.

                              KPMG LLP

August 20, 1999
Buffalo, New York
EXHIBIT 23(b)

               [PRICEWATERHOUSECOOPERS LETTERHEAD]

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

                CONSENT OF INDEPENDENT AUDITORS'

We consent to the incorporation by reference in the Registration
Statement of Moog Inc. on Form S-8 (pertaining to the Company's
saving and stock ownership plan) of our report dated November 12,
1998 on our audits of the consolidated financial statements of
Moog GmbH (a wholly-owned subsidiary of MOOG Inc.) and subsidiary
as of September 30, 1998, 1997 and 1996 and for the years then
ended, which report is included in the 1998 Annual Report on
Form 10-K of Moog Inc.

Stuttgart, Germany
August 20, 1999

PricewaterhouseCoopers
Gesellschaft mit beschrankter Haftung
Wirtschaftsprufungsgesellschaft
EXHIBIT 23(c)

               CONSENT OF INDEPENDENT ACCOUNTANTS

The Board of Directors
Moog Inc.:

We consent to incorporation by reference in this Registration
Statement on Form S-8 of Moog Inc. of our report dated
November 6, 1998 on our audits of the balance sheets and related
statements of income, parent company investment and cash flows of
Raytheon Aircraft Montek Company as of December 31, 1997 and
1996, and for the years ended December 31, 1997 and 1996, which
report is included in the Form 8-K/A of Moog Inc. filed
February 10, 1999.

                              /s/ PricewaterhouseCoopers LLP

Boston, Massachusetts
August 20, 1999