As filed with the Securities and Exchange Commission on December 30, 1994
                                             Registration No. 33-_______

                                                                           

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                              ______________

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   Under
                        The Securities Act of 1933
                              ______________

                                 MOOG INC
            (Exact name of issuer as specified in its charter)
                              ______________

                                 New York
      (State or other jurisdiction of incorporation or organization)
                                16-0757636
                   (I.R.S. Employer Identification No.)

                     East Aurora, New York  14052-0018
            (Address of Principal Executive Offices) (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
                  Name and address of agent for service)

       Telephone number, including area code, of agent for service:
                               716-652-2000

           Copy to:  PHILLIPS, LYTLE, HITCHCOCK, BLAINE & HUBER
                          Buffalo, New York 14203
                    Attention:  John B. Drenning, Esq.

 Title of                     Estimated      Estimated      
securities       Amount       offering       aggregate       Amount of
  to be          to be        price per      offering       registration
registered     registered       share          price            fee

Class A
Common Stock
$1 par value   200,000 shares  $9.25         $1,850,000      $  637.94

Class B
Common Stock
$1 par value   300,000 shares  $14.94        $4,482,000      $1,545.53

                           Page 1 of _____ Pages
                    Exhibit Index Appears on Page ____

<PAGE>
(1)  Estimated solely for the purpose of calculating the registration fee,
     based upon the average of the high and low prices of the Class A and
     Class B Common Stock on the American Stock Exchange on December 29,
     1994.


Pursuant to Rule 429, the Prospectus deemed to be contained in this
Registration Statement also relates to Registration Statement Nos. 33-
20069, 33-33958 and 33-62968.


















































<PAGE>
                             PART II

        ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS


Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents previously filed with the Commission
are incorporated by reference in this Registration Statement:

     (a)  The Company's annual report on Form 10-K for the fiscal
year ended September 30, 1994.

     (b)  Proxy Statement dated January 7, 1994.

     (c)  The description of the Company Stock contained in the
Company's Registration Statement on Form S-8 dated March 22, 1990
(Registration No. 33-33958).

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

Item 4.   DESCRIPTION OF SECURITIES

     Not applicable.

Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Company's By-laws contain provisions to protect each
present and former director or officer of the Company, to the
fullest extent permitted by the New York Business Corporation
Law, from any liability arising out of his actions as such
officer or director.

     The shareholders of the Company, at the Annual Meeting of
Shareholders held February 15, 1988, approved an amendment to the
Company's Restated Certificate of Incorporation.  The effect of
this amendment is to eliminate directors' liability to the
Company arising out of any actions taken as such directors which
were not taken in bad faith or did not involve intentional
misconduct, knowing violation of law or improper personal
financial gain to the director.


                             (II-1)




<PAGE>
     Shareholder approval at the Annual Meeting was also obtained
for indemnification agreements to be entered into between the
Company and its directors and certain executive officers.  These
agreements provide for the indemnification by the Company of the
directors and officers for any amounts they may become obligated
to pay, including legal fees and expenses, in connection with a
claim against them for which the Company's Restated Certificate
of Incorporation or By-laws otherwise provide indemnification.

     The New York Business Corporation Law contains provisions
affecting indemnification of directors and officers of the
Company, to which reference is made for the complete statutory
provisions relating to indemnification of directors and officers
of a New York corporation.

     The Company maintains a standard directors and officers
liability insurance policy which will reimburse the company for
any payments it may make in indemnification of officers and
directors and pay any other expenses, counsel fees, settlements,
judgments or costs arising from proceedings involving any
director or officer of the Company in his capacity as such,
subject to certain limitations and exclusions.

     Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the 1933 Act and is therefore
unenforceable.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

Item 8.   EXHIBITS

     See the Exhibit Index, below.

Item 9.   UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

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

               (i)  To include any prospectus required by
          Section 10(a)(3) of the Securities Act of 1933;

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


                             (II-2)


<PAGE>
          the aggregate, represent a fundamental change in the
          information set forth in the registration statement;

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

provided, however, that paragraphs (a)(1)(i) and (ii) do not
apply if the registration statement is on Form S-3, Form S-8, and
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

          (2)  That, for the purpose of determining any liability
          under the Securities Act of 1933, each such post-
          effective amendment shall be deemed to be a new
          registration statement relating to the securities
          offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide
          offering thereof.

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

          (4)  If the registrant is a foreign private issuer, to
          file a post-effective amendment to the registration
          statement to include any financial statements required
          by Rule 3-19 of Regulation S-X at the start of any
          delayed offering or throughout a continuous offering.

     (b)  The undersigned registrant hereby undertakes that, for
          purposes of determining any liability under the
          Securities Act of 1933, each filing of the registrant's
          annual report pursuant to Section 13(a) or 15(d) of the
          Securities Exchange Act of 1934 (and, where applicable,
          each filing of an employee benefit plan's annual report
          pursuant to Section 15(d) of the Securities Exchange
          Act of 1934) that is incorporated by reference in the
          registration statement shall be deemed to be a new
          registration statement relating to the securities
          offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide
          offering thereof.

     (c)  Insofar as indemnification for liabilities arising
          under the Securities Act of 1933 may be permitted to
          directors, officers and controlling persons of the
          registrant pursuant to the foregoing provisions, or
          otherwise, the registrant has been advised that in the
          opinion of the Securities and Exchange Commission such

                             (II-3)

<PAGE>
          indemnification is against public policy as expressed
          in the Act and is, therefore, unenforceable.  In the
          event that a claim for indemnification against such
          liabilities (other than the payment by the registrant
          of expenses incurred or paid by a director, officer or
          controlling person of the registrant in the successful
          defense of any action, suit or proceeding) is asserted
          by such director, officer or controlling person in
          connection with the securities being registered, the
          registrant will, unless in the opinion of its counsel
          the matter has been settled by controlling precedent,
          submit to a court of appropriate jurisdiction the
          question whether such indemnification by it is against
          public policy as expressed in the Act and will be
          governed by the final adjudication of such issue.





































                             (II-4)






<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 of the
requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in East Aurora, New York,
on the 2nd day of December, 1994.

                              MOOG INC.


                              By: William P. Burke        
                                  William P. Burke
                                  Treasurer








































                             (II-5)


<PAGE>
                        POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Robert R. Banta
and Richard A. Aubrecht, or each of them, as true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including
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, granting unto said attorneys-in-fact and agents, and
each of them, 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 said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

          Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities and on the date indicated.

Signature                         Title              Date

                              President and
                              Chief Executive
                              Officer (Principal
                              executive officer)
Robert T. Brady               and Director       December 2, 1994
Robert T. Brady

                              Executive Vice
                              President, Chief
                              Financial Officer
                              and Asst. Secretary
                              (Principal financial
Robert R. Banta               officer)           December 2, 1994
Robert R. Banta


                              Controller
                              (Principal
                              accounting
Donald R. Fishback            officer)           December 2, 1994
Donald R. Fishback


Richard A. Aubrecht           Director           December 2, 1994
Richard A. Aubrecht, Ph.D.


Joe C. Green                  Director           December 2, 1994
Joe C. Green


                             (II-6)

<PAGE>
John D. Hendrick              Director           December 2, 1994
John D. Hendrick


Kenneth J. McIlraith          Director           December 2, 1994
Kenneth J. McIlraith


Peter P. Poth                 Director           December 2, 1994
Peter P. Poth


Arthur S. Wolcott             Director           December 2, 1994
Arthur S. Wolcott










































                             (II-7)


<PAGE>

     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 the 2nd day of December,
1994.

                              MOOG INC. SAVINGS AND STOCK
                                OWNERSHIP PLAN
                                ADMINISTRATIVE COMMITTEE


                              By        Joe C. Green         
                                Name:   Joe C. Green
                                Title:  Member of Adminis-
                                        trative Committee









































                             (II-8)


<PAGE>

                          EXHIBIT INDEX

                                                       Sequential
                                                      Page Number


3(a)   -  Restated Certificate of Incorporation
          and By-Laws of the Company, incorporated
          by reference to exhibit (iii) of the
          Company's Annual Report on Form 10-K
          for its fiscal year ended September 30,
          1989.

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

4(b)   -  Amendment No. 1 effective June 18, 1994
          to the Moog Inc. Savings and Stock
          Ownership Plan. 

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

5(b)   -  Opinion of Phillips, Lytle, Hitchcock,
          Blaine & Huber as to certain requirements
          of ERISA and the Code.

24(a)  -  Consent of KPMG Peat Marwick LLP.

24(b)  -  Consent of Phillips, Lytle, Hitchcock,
          Blaine & Huber (included in Exhibits 5(a)
          and 5(b)).

24(c)  -  Consents of Coopers & Lybrand.
























<PAGE>

                          EXHIBIT 4(a)


           Moog Inc. Savings and Stock Ownership Plan























































<PAGE>



















                            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                                        2

     1.1  Acquisition Loan                                     2
     1.2  Administrative Committee                             2
     1.3  Beneficiary                                          2
     1.4  Board of Directors                                   2
     1.5  Break in Service                                     2
     1.6  Code                                                 3
     1.7  Compensation                                         3
     1.8  Disability                                           3
     1.9  Employee                                             4
     1.10 Employer                                             4
     1.11 Employer Matching Contribution Account               4
     1.12 Employer Stock                                       4
     1.13 Employer Stock Suspense Account                      4
     1.14 Employing Company                                    4
     1.15 Entry Date                                           4
     1.16 ERISA                                                5
     1.17 ESOP Account                                         5
     1.18 Excused Absence                                      5
     1.19 Hour of Service                                      6
     1.20 Investment Committee                                 9
     1.21 Investment Manager                                   9
     1.22 Participant                                          9
     1.23 Plan                                                 9
     1.24 Plan Year                                            9
     1.25 Qualified Participant                               10
     1.26 Retirement                                          10
     1.27 Rollover Account                                    10
     1.28 Savings Account                                     10
     1.29 Savings Agreement                                   10
     1.30 Trust Agreement                                     11
     1.31 Trustee                                             11
     1.32 Trust Fund                                          11
     1.33 Year of Service                                     11

ARTICLE II - PARTICIPATION AND ENTRY DATE                     13

     2.1  Initial Eligibility                                 13
     2.2  Procedure for and Effect of Admission               13
     2.3  Breaks in Service; Termination of Employment        14




                                
<PAGE>

ARTICLE III - CONTRIBUTIONS                                   15

     3.1  Employer Contributions                              15
     3.2  Employee Contributions                              15

ARTICLE IV - SAVINGS CONTRIBUTIONS                            16

     4.1  Amount of Savings Contributions                     16
     4.2  Allocation of Savings Contributions                 16
     4.3  Timing of Savings Contributions Allocations         16
     4.4  Requirements Regarding Savings Agreements           16

ARTICLE V - ESOP CONTRIBUTIONS                                20

     5.1  Amount of ESOP Contribution                         20
     5.2  Allocation of ESOP Contributions                    20
     5.3  Timing of ESOP Contribution Allocations             21

ARTICLE VI - EMPLOYER MATCHING CONTRIBUTIONS                  23

     6.1  Amount of Employer Matching Contributions           23
     6.2  Timing of Employer Matching Contributions           23
     6.3  Special Investment Requirement                      23
     6.4  Nondiscrimination Requirement                       24

ARTICLE VII - ROLLOVER CONTRIBUTIONS                          25

     7.1  In General                                          25

ARTICLE VIII - ACQUISITION LOANS                              26

     8.1  In General                                          26
     8.2  Use of Proceeds                                     26
     8.3  Purchase of Shares                                  26
     8.4  Sole Recourse                                       27
     8.5  Loan Terms                                          27
     8.6  Liability for Loan Terms                            28

ARTICLE IX - EMPLOYER STOCK SUSPENSE ACCOUNT                  29

     9.1  Employer Stock Suspense Account                     29
     9.2  Allocation of Employer Stock                        29
     9.3  Dividends                                           30

ARTICLE X - THE TRUST FUND                                    31

     10.1 Trust Fund                                          31
     10.2 Investment of ESOP and Employer Matching
           Contributions                                      31
     10.3 Investment of Other Contributions                   34
     10.4 Voting of Allocated Shares                          35
     10.5 Voting of Unallocated Shares                        35
     10.6 Purchase Offers - Allocated Shares                  35
     10.7 Purchase Offers - Unallocated Shares                36
     10.8 Trustee's Fiduciary Duties                          36



                              (ii)
<PAGE>
     10.9 Receipt of Cash Upon Sale or Exchange of
           Allocated Shares                                   36
     10.10     Receipt of Cash Upon Sale or Exchange of
           Unallocated Shares                                 37

ARTICLE XI - DISTRIBUTION TO PARTICIPANTS                     39

     11.1 Retirement, Disability or Death                     39
     11.2 Lay-Off                                             41
     11.3 Vesting                                             42
     11.4 Consents                                            42
     11.5 Risk of Loss                                        42
     11.6 Beneficiaries                                       42
     11.7 Termination of Service for Any Other Reason         43
     11.8 Forms of Distributions                              44
     11.9 Withdrawals                                         45

ARTICLE XII - ADMINISTRATION OF PLAN AND MANAGEMENT OF PLAN
             ASSETS                                           51

     12.1 Employer Responsibility and Actions                 51
     12.2 Administrative Committee                            51
     12.3 Delegation of Administrative Committee
           Responsibilities                                   52
     12.4 Investment Committee                                53
     12.5 Plan Records                                        54
     12.6 Dual Capacities                                     55
     12.7 Payment of Expenses                                 55
     12.8 Investment Committee's Fiduciary Duties             55
     12.9 Indemnification of the Committees                   56

ARTICLE XIII - CLAIMS PROCEDURES                              58

     13.1 Applications for Benefits                           58
     13.2 Appeals of Denied Claims for Benefits               58

ARTICLE XIV - AMENDMENT OR TERMINATION                        61

     14.1 Exclusive Benefit                                   61
     14.2 Termination                                         61

ARTICLE XV - MISCELLANEOUS                                    63

     15.1 Anti-Alienation                                     63
     15.2 Not a Contract of Employment                        63
     15.3 Incapacity                                          64
     15.4 Current Address                                     64

ARTICLE XVI - LIMITATIONS                                     65

     16.1 In General                                          65
     16.2 Priority                                            65
     16.3 Special Limitation                                  65

ARTICLE XVII - MERGERS, CONSOLIDATIONS AND ASSETS OR
               LIABILITY TRANSFERS                            67

     17.1 In General                                          67
                              (iii)
<PAGE>

ARTICLE XVIII - PLAN EFFECTIVENESS CONDITIONED                68

     18.1 In General                                          68

ARTICLE XIX - TOP-HEAVY PROVISIONS                            69

     19.1 In General                                          69
     19.2 Definitions                                         69
     19.3 Minimum Allocations                                 76
     19.4 Top-Heavy Plan Vesting                              77
     19.5 Top-Heavy Compensation                              77
     19.6 Super Top-Heavy Plan                                78














































                              (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 systemic contributions by the Employer and by the Employees. 
Effective October 1, 1989, the Plan is again amended and
restated.  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.


































<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 Parti-
cipant 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" shall mean the total remuneration paid to an
Employee for services rendered including profit share payments,
overtime pay and shift differential, but excluding severance pay,
reimbursed expenses 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.  Notwithstanding the
foregoing, Compensation shall not include any amounts in excess
of $200,000.


<PAGE>
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 Committee may require medical evidence
of any Disability and its determination shall be conclusive.


1.9  "Employee" shall mean any person employed in the United
States by the Employer.


1.10 "Employer" shall mean Moog Inc. and any subsidiary or
affiliated corporation 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 Contri-
bution 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 May 1 and November 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,


<PAGE>
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.

     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

<PAGE>
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
premium rates shall be credited at the rate of one (1) Hour of
Service for each hour worked, regardless of the rate of compen-
sation 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

<PAGE>
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
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 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 Partici-
pant'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
greater or lesser 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.

<PAGE>
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" 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.


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

     (a)  When applied to any benefit accrual 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 entity shall be considered service with the
Employer if such entity, together with an Employer, constitute
either (1) a controlled group of corporations (within the meaning
of Section 414(b) of the Code) or (2) a group of trades or
businesses under common control (within the meaning of
Section 414(c) of the Code).

     (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 Employee's
date of hire.


1.34 The masculine pronoun wherever used includes the feminine
pronoun.














<PAGE>

                           ARTICLE II

                  PARTICIPATION AND ENTRY DATE


2.1  Initial Eligibility.  Every Employee, other than 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 and also excepting any person regularly
employed by the Employer outside of the United States, and any
person not considered a permanent Employee of the Employer, shall
be eligible to participate in the Plan as of the first day of the
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.


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 Admini-
strative 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.  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 upon
recommencement of employment as an Employee if such employment
occurs prior to a Break in Service.  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
requirement of Section 2.1 for participation in the Plan.










<PAGE>
                           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.


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.













































<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 con-
tributions 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 a weekly
basis; the amount of each weekly savings contribution shall equal
the amount the Employer has agreed to contribute for that week
pursuant to the applicable Savings Agreements.


4.4  Requirements Regarding Savings Agreements.  Savings Agree-
ments 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 $7,000 (or such
other limit as may be prescribed by law) for any taxable year of
such Participant.

     (d)  In the event the Administrative Committee determines
that the Employer's savings contributions made on behalf of
certain highly compensated Participants might cause the Plan to
fail to meet the nondiscrimination requirements of Section 401(k)
of the Code, the Employer shall reduce the permissible percen-
tages of savings contributions under the Plan for purposes of
such highly compensated Participants.  The amount and method of
effecting such reductions shall be determined by the Admini-
strative Committee in its sole discretion and shall be
conclusive.




<PAGE>
     (e)  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 Year.

     (f)  The Employer may revoke its Savings Agreements with all
Participants who are "highly compensated employees" within the
meaning of Section 414(q) of the Code or amend its Savings
Agreements with all such "highly compensated" Participants on a
uniform basis if it determines that such uniform revocation or
amendment to all Savings Agreements is the most feasible means of
satisfying the nondiscrimination tests of Section 401(k) of the
Code for any Plan Year.

     (g)  Savings Agreements and amendments to Savings Agreements
shall be effective as of the first of the month next following
the day the Savings Agreement or amendment to the Savings
Agreement is executed by the Participant and the Employer, unless
a different effective date is stated therein and agreed to by the
Participant and the Employer.

     (h)  For all periods prior to April 1, 1990, notwithstanding
subsection (e) 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.

     (i)  Notwithstanding anything in subsection (h) above to the
contrary, the Employer may amend or revoke a Savings Agreement
with the 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.

     (j)  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.

     (k)  Subject to subsection (e) 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 to be 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.










<PAGE>

                            ARTICLE V

                       ESOP CONTRIBUTIONS


5.1  Amount of ESOP Contribution.  

     (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 any Plan Year in
accordance with Section 9.2 of the Plan shall be allocated to
each Participant's ESOP Account for such Plan Year by
(i) 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 and (ii) multiplying the result obtained in (i) by the
Participant's service factor, determined pursuant to Exhibit I
hereto.

     (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 (i) 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 and
(ii) multiplying the result obtained in (i) by the Participant's
service factor, determined pursuant to Exhibit I hereto.


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.  Allo-
cations of ESOP contributions pursuant to this Subsection (a) 



<PAGE>
shall be made for all Participants whose service terminated
during such Plan Year (but before the date of the principal
payment on an Acquisition Loan) on account of Retirement,
Disability, death or lay-off as part of a temporary shutdown
program.  No such allocation shall be made for Participants whose
service terminated prior to the day on which a principal payment
is made on an Acquisition Loan for reasons other than Retirement,
Disability, death or lay-off.

     (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 contribu-
tions pursuant to this Subsection (b) shall be made only for
those Participants who are employed by the Employer on the date
of such allocation.









































<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 Admini-
strative 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 contri-
butions 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.


6.4  Nondiscrimination Requirement.  In the event the Admini-
strative Committee determines that Employer Matching Contribu-
tions made to the employer Matching Contribution Accounts of
certain highly compensated Participants 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 Participants or take any other action
permissible under the law as determined conclusively in the sole
discretion of the Administrative Committee.













<PAGE>

                           ARTICLE VII

                     ROLLOVER CONTRIBUTIONS


7.1  In General.  An Employee in the class eligible to partici-
pate 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.  Such
distributed funds shall be held in a separate Employee Rollover
Account for his benefit.










































<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 Acqui-
sition Loan may be authorized by 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 commissions shall be paid
with respect to such purchase.


8.4  Sole Recourse.  In no event shall the terms of any Acqui-
sition 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 Partici-
pants' 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


<PAGE>

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".


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 responsi-
bility 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.











































<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 as hereinafter provided.


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 out-
standing 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 rein-
vested 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.











<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
by the Trustee.  In the event the Trustee finds it necessary to 



<PAGE>

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.

     Notwithstanding the foregoing, commencing in the Plan Year
which is no later than ten years after the effective date of this
restatement of the Plan 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.  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 by the Trustee or by an Invest-
ment Manager appointed by the Administrative Committee in one or
more investment funds established from time to time by the
Administrative Committee.  For this purpose, the Trustee shall
establish investment funds to be invested solely in 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 V.  For purposes of obtaining
the Employer Stock to be used in such Employer Stock Investment
Fund, the Administrative Committee may direct the Trustee to
purchase the Employer Stock from the Plan for its then fair
market value.  The proceeds of such sale 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 

<PAGE>

Fund for purposes of the Employees' Savings and Supplemental
Savings Accounts.


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 Bene-
ficiary) 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.


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.



<PAGE>
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
exchange therefor shall be held in a separate investment fund in
the Trust Fund for the Accounts of the Participants and Bene-
ficiaries 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.



















<PAGE>

                           ARTICLE XI

                  DISTRIBUTION TO PARTICIPANTS


11.1 Retirement, Disability or Death.

     (a)  In General.  If a Participant's service is terminated
by Retirement at or after age 65, Disability or death, the amount
to the credit of his Accounts as of the last day of the calendar
month in which such termination occurs shall be distributed to
him, if living, or to his designated Beneficiary if he is then
dead in a lump sum 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
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. 
Except as provided in Section 11.9, in no event shall a Parti-
cipant's Accounts be distributed to him prior to the earliest to
occur of his death, Disability, termination of the Plan or his
termination of service with the Employer.  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 Parti-
cipant'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:



<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 1.72-9.


11.2 Lay-Off.  If a Participant's service is terminated by reason
of permanent or indefinite lay-off, the amount to the credit of
his Accounts as of the last day of the calendar month in which
such termination occurs shall be distributed to him in a lump sum
within 60 days thereafter, if practicable.  In addition, such
Participant's share of the Employer's contributions, if any, for
the year of his termination shall be distributed within ninety
(90) days following the end of such year or as soon thereafter as
practicable.

     If a Participant has been temporarily laid off by the
Employer and the period of such temporary lay-off lasts for 18
months, he shall be deemed to have been permanently laid off as
of the end of such period and distribution of his account shall
be made in accordance with the preceding paragraph.


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


11.4 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 or 11.2, 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 account as
of the last day of the month coinciding with or next following
the day on which he attains age 70-1/2 or the date on which the
Administrative Committee receives notice of his death or the date
on which he gives such consent, whichever is the earliest,
distributed to him if living or to his designated Beneficiary if
he is not living.


11.5 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 

<PAGE>

Fund pursuant to him instructions, subject to periodic
re-evaluation and the consequent risk of loss.


11.6 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 desig-
nation 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;

         (iv)  Participant's estate.


11.7 Termination of Service for Any Other Reason.  If a
Participant's service is terminated for any reason other than
Retirement, Disability, death or layoff, the amount to the credit
of his accounts as of the last day of the calendar month
preceding such termination date 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 derived from Employer contributions 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 re-evalution and the
risk of loss provisions of Section 11.5, and the amount to the
credit of his accounts as of the day on which he attains age
70-1/2 or the date the Administrative Committee receives notice
of his death or the date on which he gives such consent,
whichever is the earliest, shall be distributed in a lump sum as
soon thereafter as practicable, to him, if living or, if not, to
his Beneficiary, or if none, to his estate.




<PAGE>
11.8 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 Bene-
ficiary) 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 Contri-
bution account (or the commencement date of installments, if
applicable) and shall be ineffective thereafter.  To the extent
then permissible under applicable law, if a Participant 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 repre-
sentation 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.


11.9 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 demon-
stration of financial hardship.

     (b)  Amounts and Timing of Withdrawals.  Any Participant who
prior to October 1, 1989 made non-deductible voluntary
supplemental savings contributions under the Plan as then in
effect may, upon thirty (30) days' 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)
reduced by the amount of any prior withdrawals.  Any Participant
who has attained age 59-1/2 and on whose behalf the Company has 



<PAGE>

made Savings Contributions pursuant to a Savings Agreement may,
upon thirty (30) days' written notice filed with the Admini-
strative Committee, have paid to him all or any portion of such
contributions (except for amounts subject to Section 6.3). 
Furthermore, any Participant on whose behalf the Company has made
Savings Contributions pursuant to a Savings Agreement may, upon
thirty (30) days' written notice filed with the Administrative
Committee, have paid to him all or any portion of such contri-
butions (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.  After receipt of such
notice, the Administrative Committee shall promptly deliver it to
the Trustee.  Any such withdrawals shall be effective as of the
last day of the month coinciding with or next following the
filing of the withdrawal notice and, after receipt of any such
notice from the Administrative Committee, the Trustee shall
distribute the appropriate amount to the Participant in cash as
soon as practicable thereafter.

     (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:  (a) an immediate and heavy financial need of the Parti-
cipant, and (b) 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),

         (ii)  payment of tuition for the next semester or
     quarter 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, or

          (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.

     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,




<PAGE>
          (B)  the Participant has received all distributions,
     exclusive of hardship distributions, and all non-taxable
     loans available under each qualified plan maintained by the
     Company,

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

          (D)  the Participant may not have savings contributions
     made on his behalf under Article IV of the Plan and any
     other qualified or non-qualified plan of deferred
     compensation maintained by the Company for the calendar year
     immediately following the calendar year of the hardship
     distribution 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 the amount of a hardship distribution exceed
the amount necessary 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:

          (A)  Through reimbursement or compensation by insurance
     or otherwise,

          (B)  By reasonable liquidation of the Participant's
     assets, to the extent such liquidation would not itself
     cause an immediate and financial need,

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

          (D)  By distributions or nontaxable (at the time of the
     loan) loans from other plans maintained by the Company or
     any other employer, or by borrowing from commercial sources
     on reasonable commercial terms.

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.

<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 and Investment Committees, the
mandatory investments in Employer Stock, and for the review of
the performance of the fiduciary duties and responsibilities
vested in such Trustee and 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 responsibility and authority for the administration
of the Plan (except for the duties relegated to the Investment
Committee under Section 12.4), including the authority to
(i) interpret its provisions; (ii) authorize distributions from
the Trust Fund; (iii) establish and enforce such rules and
regulations as they 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) consider 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 11.9(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.

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 





<PAGE>

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.  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 a separate account
for each Participant to which there shall be credited such
Participant's Supplemental Savings contributions, the portion of
each Employer contribution allocable to such Participant and the
share of such Participant in the earnings of the Trust Fund.  The
Administrative Committee shall keep records of all investments,
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



<PAGE>

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 respon-
sibility 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 XI, 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 Bene-
ficiaries 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 plans 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 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 



<PAGE>

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.
















































<PAGE>

                          ARTICLE XIII

                        CLAIMS PROCEDURES


13.1 Applications for Benefits.  Each Participant and/or Benefi-
ciary believing himself eligible for benefits under this Plan may
apply for such benefits by completing and filing with the Admini-
strative 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 presentations, 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 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.



<PAGE>

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






















































<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 distri-
bution 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 termina-
tion or partial termination shall vest; and no person shall have
any right or interest except with respect to the Trust Fund.





























<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 antici-
pation, alienation, sale, transfer, assignment, pledge, encum-
brance or charge and shall not be subject to attachment, garnish-
ment 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 after three (3) years from the time
such distributions first become payable and the amount then to
the credit of such accounts shall be applied to reduce Employer
contributions.  If, however, such Participant or Beneficiary sub-
sequently 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.









<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 Contribution
     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.


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 (as such term is defined in Section 414(q)
of the Code).



















<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).












































<PAGE>
                          ARTICLE XVIII

                 PLAN EFFECTIVENESS CONDITIONED


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.













































<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
     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 terminated plan which if it had not
     been terminated would have been required to be included in 



<PAGE>
     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 Parti-
     cipant'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 herein-
after determined.

          (1)  "Required Aggregation Group" - In determining 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.

          (2)  "Permissive Aggregation Group" - The Employer may
     also include any other plan not required to be included in 


<PAGE>
     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 terminated
     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 there-
under.  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;

          (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;


<PAGE>
          (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 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:

     (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 


<PAGE>

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 deter-
mination 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 in
excess of $200,000 be counted for any year.


19.4 Top-Heavy Plan Vesting.  Notwithstanding the then applicable
provisions of Section 11.3, 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 Top-Heavy Compensation.  In the event the Plan becomes a
Top-Heavy Plan, a Participant's Compensation taken into account
for purposes of the Plan shall not exceed $200,000 for each Plan
Year in which the Plan continues to be a Top-Heavy Plan, except
that such maximum shall be automatically adjusted without Plan
amendment to reflect cost-of-living adjustments made to such
amount by the Secretary of the Treasury pursuant to
Section 416(d)(2) of the Code.

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 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 20.1 for
such Plan Year equals or exceeds ninety percent (90%).













<PAGE>

                            EXHIBIT I


               MONTHS OF                     SERVICE
                SERVICE                      FACTOR 

                   0                            0
                   1                           4.81
                   2                           9.49
                   3                          14.06
                   4                          18.52
                   5                          22.86
                   6                          27.08
                   7                          31.19
                   8                          35.19
                   9                          39.06
                  10                          44.21
                  11                          46.47
                  12                          50.0
                  13                          53.41
                  14                          56.71
                  15                          59.90
                  16                          62.97
                  17                          65.92
                  18                          68.75
                  19                          71.47
                  20                          74.08
                  21                          76.56
                  22                          78.94
                  23                          81.19
                  24                          83.33
                  25                          85.36
                  26                          87.27
                  27                          89.06
                  28                          90.74
                  29                          92.31
                  30                          93.75
                  31                          95.08
                  32                          96.30
                  33                          97.40
                  34                          98.38
                  35                          99.25
                  36                         100.0
















<PAGE>
                          EXHIBIT 4(b)


                Amendment No. 1 to the Moog Inc.
                Savings and Stock Ownership Plan

                  




















































<PAGE>

                        AMENDMENT NO. ONE

                         to the Restated

           MOOG INC. SAVINGS AND STOCK OWNERSHIP PLAN


          WHEREAS, the Moog Inc. Savings and Stock Ownership Plan
(formerly known as the Moog Inc. Savings and Investment Plan and
hereinafter referred to as the "Plan") was established effective
January 1, 1985;

          WHEREAS, the Plan was amended and restated effective
October 1, 1989;

          WHEREAS, AlliedSignal Inc. ("AlliedSignal"), Moog Inc.
and Moog Torrance Inc. entered into a stock purchase agreement
dated as of June 7, 1994 for which the closing occurred as of the
end of the day on June 17, 1994;

          WHEREAS, Moog Inc. offered employment, as of the
closing date of the stock purchase, to certain AlliedSignal
employees, and those employees who accepted the offer are
referred to as the "Transferred Employees";

          WHEREAS, the stock purchase agreement provides for the
transfer, from the AlliedSignal Savings Plan (the "AS Savings
Plan"), of the Transferred Employees' respective AS Savings Plan
Accounts (the "Accounts"); and

          WHEREAS, Moog Inc. wishes to amend the Plan to provide
for the transfer to the Plan of the Accounts.

          NOW, THEREFORE, the Plan is hereby amended effective
June 18, 1994 as follows:

          1.   Section 1.33 is amended by adding the following
paragraph at the end thereof:

               "(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)."

          2.   Section 2.1 is amended by adding the following
sentence at the end thereof:

"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."

          3.   Section 11.7 is amended and restated to read as
follows:

               "11.7  Termination of Service for Any Other
Reason.  If a Participant's service is terminated for any reason 


<PAGE>
other than Retirement, Disability, death or layoff, the amount to
the credit of his accounts as of the last day of the calendar
month preceding such termination date 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 refused
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 11.5, and the amount to the credit of his accounts as of
the day on which he attains age 70-1/2 or the date the
Administrative Committee receives notice of his death or the date
on which he gives such consent, whichever is the earliest, shall
be distributed in a lump sum as soon thereafter as practicable,
to him, if living or, if not, to his Beneficiary, or if none, to
his estate.

               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."

          4.   Section 17.2 is added to read as follows:

               "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)."

          5.   Article XX is added to read as follows:

                           "ARTICLE XX
               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 



<PAGE>
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.

               (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 


<PAGE>
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.

               (n)  "Valuation Date" means the last day of each
month.

               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; provided, however, that 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, further, 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.  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.

               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 


<PAGE>
     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 Transferred 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
          coincides with or follows the termination of employ-
          ment.  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 


<PAGE>

          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 installments,
          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
          subparagraph (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 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, 


<PAGE>
     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
     Transferred 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
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 


<PAGE>
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 subparagraph are exhausted:

                    (i)  After-Tax Contributions.  Installment
     distributions 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,

                    (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.




<PAGE>

               (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 11.9(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 of such contributions and such earnings
          if such value is less than the amount of such contri-
          butions 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.


<PAGE>

                    (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 11.9(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 11.9(c).  Any withdrawal shall be in an
amount not less than the lesser of (i) $300 or (ii) the amount
available for withdrawal.  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.


<PAGE>

               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 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
     

<PAGE>
     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 Employee's investment instructions in effect for
contributions to the Plan at the time of the repayment.

               (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.

               (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 



<PAGE>
     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.

               (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.

               (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."


                                   MOOG INC.

                                   By:___________________________


                                   Attest:_______________________

Dated:  August __, 1994

(CORPORATE SEAL)










<PAGE>

                          EXHIBIT 5(a)


Opinion of Phillips, Lytle, Hitchcock, Blaine & Huber as to the
legality of the shares registered.






















































<PAGE>








                                   December 29, 1994



Moog Inc.
Jamison Road and Seneca Street
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
the Moog Inc. Savings and Stock Ownership Plan (the "Plan"),
covering 200,000 shares of Class A Common Stock and 300,000
shares of Class B Common Stock of Moog Inc. (the "Company") as
well as interests in accounts under the Plan, we have examined
and are familiar with the Restated Certificate of Incorporation
and the By-Laws of the Company and the various corporate records
and proceedings relating to the organization of the Company and
the proposed issuance of securities and the adoption of the Plan
by the Company.  We have also examined such other documents and
proceedings as 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 200,000 shares of Class A Common Stock and
300,000 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, with the exception of potential liability
pursuant to Section 630 of the New York Business Corporation Law,
non-assessable.

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

                                   Very truly yours,


                                   Phillips, Lytle, Hitchcock, 
                                     Blaine & Huber


<PAGE>

                          EXHIBIT 5(b)


Opinion of Phillips, Lytle, Hitchcock, Blaine & Huber as to
certain requirements of ERISA and the Code.






















































PAGE
<PAGE>






                                   December 29, 1994



Moog Inc.
East Aurora, New York  14052-0018

Attention:     Mr. Joe C. Green,
               Executive Vice President and Chief Administrative
               Officer and Director                             

Gentlemen:

          As counsel to Moog Inc. (the "Company"), we are
familiar with the text of the Moog Inc. Savings and Stock
Ownership Plan, effective as of October 1, 1989, which has been
adopted by the Board of Directors of the Company on May 14, 1991,
and ratified by the shareholders at the Annual Meeting of
Shareholders held February 16, 1988, Amendment No. One thereto,
effective as of June 18, 1994, which has been approved by the
Board on May 19, 1994 (the "Plan"), which are filed as exhibits
to the Company's Registration Statement on Form S-8.  The Plan is
an amendment and restatement of the Plan which was effective on
October 1, 1987, and which was an amendment, restatement and
expansion of the Moog Inc. Savings and Investment Plan originally
adopted effective January 1, 1985.

          The Plan is subject to the requirements of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"),
other than the provisions relating to minimum funding standards
and plan termination insurance.

          The Plan has most recently been determined to be
"qualified" under Section 401(a) of the Internal Revenue Code, as
amended (the "Code"), by the District Director of Internal
Revenue in a determination letter dated October 20, 1988.

          The Company has advised us that it intends to continue
to maintain the Plan as "qualified" under Section 401(a) of the
Code, in satisfaction of the applicable requirements of
Sections 401(k) and 4975(e)(7) of the same and has authorized
such further technical changes to the Plan as might be necessary
or advisable to continue such status and satisfaction of such
requirements.  Based on the foregoing, it is our opinion that the
Plan, as in effect on September 30, 1994, will continue to comply
with the applicable technical requirements of ERISA and the Code
and will continue to be "qualified" under Section 401(a) of the
Code.




<PAGE>

          This opinion is limited to the legal requirements of
continuing to qualify the Plan under the applicable provisions of
the Code.  We are unable to express any opinion as to whether the
Plan will continue to qualify in operation because of the
inherently factual nature of the tests applied by the Internal
Revenue Service in determining whether the operation of any Plan
continues to meet the Code requirements.  However, we have no
reason to believe that the Plan will not be able to continue to
qualify in operation.

          We hereby consent to the filing of this opinion with
the Securities and Exchange Commission as an Exhibit to the
Company's Registration Statement on Form S-8.

                                   Very truly yours,


                                   Phillips, Lytle, Hitchcock, 
                                     Blaine & Huber








































<PAGE>
                          EXHIBIT 24(a)


                Consent of KPMG Peat Marwick LLP.























































<PAGE>
                 CONSENT OF INDEPENDENT AUDITORS



The Board of Directors
Moog Inc.:


We consent to incorporation by reference in the prospectus
constituting part of this Registration Statement on Form S-8 of
Moog Inc. of:  (i) our report dated November 23, 1994, which
refers to the reports of other auditors, relating to the
consolidated balance sheets of Moog Inc. and subsidiaries as of
September 30, 1994 and 1993, and the related consolidated
statements of operations, shareholders' equity, and cash flows
and related schedules for each of the years in the three-year
period ended September 30, 1994, which report appears in the
September 30, 1994 annual report on Form 10-K of Moog Inc. and,
(ii) our report dated March 29, 1994, relating to the statements
of financial condition of Moog Inc. Savings and Stock Ownership
Plan as of September 30, 1993 and 1992, and the related
statements of income and changes in plan equity for each of the
years in the three-year period ended September 30, 1993, which
report appears in the September 30, 1993 annual report on
Form 10-K/A of Moog Inc.



                                   KPMG PEAT MARWICK LLP


Buffalo, New York
December 29, 1994


























<PAGE>
                           EXHIBIT 24

                  Consents of Coopers & Lybrand
























































<PAGE>

               Consent of Independent Accountants


We consent to the incorporation by reference in the prospectus
constituting part of this registration statement on Form S-8 of
Moog Inc. of our report dated November 23, 1994 on our audit of
the consolidated financial statements of Moog Controls Limited (a
wholly owned subsidiary of Moog Inc.) and subsidiaries as of
September 30, 1994 and for the three years then ended, which
report is included in the amended Annual Report on Form 10-K of
Moog Inc. for the year ended September 30, 1994.  


                                        Coopers & Lybrand


Gloucester, England
December 29, 1994









































<PAGE>

               Consent of Independent Accountants


We consent to the incorporation by reference in the prospectus
constituting part of this registration statement on Form S-8 of
Moog Inc. of our report dated November 21, 1994 on our audit of
the consolidated financial statements of Moog GmbH (a wholly-
owned subsidiary of Moog Inc.) and subsidiary as of September 30,
1994 and for the three years then ended, which report is included
in the Annual Report on Form 10-K of Moog Inc. for the year ended
September 30, 1994.  


Coopers & Lybrand GmbH
Wirtschaftsprufungsgesellschaft



Stuttgart, Germany
December 29, 1994



































IIIsz
201211.03


<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 173604}]
{"company-data": {"conformed-name": "MOOG INC", "cik": "0000067887", "assigned-sic": "3590", "irs-number": "160757636", "state-of-incorporation": "NY", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-57131", "film-number": "94567158"}, "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 December 30, 1994
                                             Registration No. 33-_______

                                                                           

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                              ______________

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   Under
                        The Securities Act of 1933
                              ______________

                                 MOOG INC
            (Exact name of issuer as specified in its charter)
                              ______________

                                 New York
      (State or other jurisdiction of incorporation or organization)
                                16-0757636
                   (I.R.S. Employer Identification No.)

                     East Aurora, New York  14052-0018
            (Address of Principal Executive Offices) (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
                  Name and address of agent for service)

       Telephone number, including area code, of agent for service:
                               716-652-2000

           Copy to:  PHILLIPS, LYTLE, HITCHCOCK, BLAINE & HUBER
                          Buffalo, New York 14203
                    Attention:  John B. Drenning, Esq.

 Title of                     Estimated      Estimated      
securities       Amount       offering       aggregate       Amount of
  to be          to be        price per      offering       registration
registered     registered       share          price            fee

Class A
Common Stock
$1 par value   200,000 shares  $9.25         $1,850,000      $  637.94

Class B
Common Stock
$1 par value   300,000 shares  $14.94        $4,482,000      $1,545.53

                           Page 1 of _____ Pages
                    Exhibit Index Appears on Page ____
(1)  Estimated solely for the purpose of calculating the registration fee,
     based upon the average of the high and low prices of the Class A and
     Class B Common Stock on the American Stock Exchange on December 29,
     1994.

Pursuant to Rule 429, the Prospectus deemed to be contained in this
Registration Statement also relates to Registration Statement Nos. 33-
20069, 33-33958 and 33-62968.
PART II

        ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents previously filed with the Commission
are incorporated by reference in this Registration Statement:

     (a)  The Company's annual report on Form 10-K for the fiscal
year ended September 30, 1994.

     (b)  Proxy Statement dated January 7, 1994.

     (c)  The description of the Company Stock contained in the
Company's Registration Statement on Form S-8 dated March 22, 1990
(Registration No. 33-33958).

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

Item 4.   DESCRIPTION OF SECURITIES

     Not applicable.

Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Company's By-laws contain provisions to protect each
present and former director or officer of the Company, to the
fullest extent permitted by the New York Business Corporation
Law, from any liability arising out of his actions as such
officer or director.

     The shareholders of the Company, at the Annual Meeting of
Shareholders held February 15, 1988, approved an amendment to the
Company's Restated Certificate of Incorporation.  The effect of
this amendment is to eliminate directors' liability to the
Company arising out of any actions taken as such directors which
were not taken in bad faith or did not involve intentional
misconduct, knowing violation of law or improper personal
financial gain to the director.

                             (II-1)
Shareholder approval at the Annual Meeting was also obtained
for indemnification agreements to be entered into between the
Company and its directors and certain executive officers.  These
agreements provide for the indemnification by the Company of the
directors and officers for any amounts they may become obligated
to pay, including legal fees and expenses, in connection with a
claim against them for which the Company's Restated Certificate
of Incorporation or By-laws otherwise provide indemnification.

     The New York Business Corporation Law contains provisions
affecting indemnification of directors and officers of the
Company, to which reference is made for the complete statutory
provisions relating to indemnification of directors and officers
of a New York corporation.

     The Company maintains a standard directors and officers
liability insurance policy which will reimburse the company for
any payments it may make in indemnification of officers and
directors and pay any other expenses, counsel fees, settlements,
judgments or costs arising from proceedings involving any
director or officer of the Company in his capacity as such,
subject to certain limitations and exclusions.

     Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the 1933 Act and is therefore
unenforceable.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

Item 8.   EXHIBITS

     See the Exhibit Index, below.

Item 9.   UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

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

               (i)  To include any prospectus required by
          Section 10(a)(3) of the Securities Act of 1933;

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

                             (II-2)
the aggregate, represent a fundamental change in the
          information set forth in the registration statement;

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

provided, however, that paragraphs (a)(1)(i) and (ii) do not
apply if the registration statement is on Form S-3, Form S-8, and
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

          (2)  That, for the purpose of determining any liability
          under the Securities Act of 1933, each such post-
          effective amendment shall be deemed to be a new
          registration statement relating to the securities
          offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide
          offering thereof.

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

          (4)  If the registrant is a foreign private issuer, to
          file a post-effective amendment to the registration
          statement to include any financial statements required
          by Rule 3-19 of Regulation S-X at the start of any
          delayed offering or throughout a continuous offering.

     (b)  The undersigned registrant hereby undertakes that, for
          purposes of determining any liability under the
          Securities Act of 1933, each filing of the registrant's
          annual report pursuant to Section 13(a) or 15(d) of the
          Securities Exchange Act of 1934 (and, where applicable,
          each filing of an employee benefit plan's annual report
          pursuant to Section 15(d) of the Securities Exchange
          Act of 1934) that is incorporated by reference in the
          registration statement shall be deemed to be a new
          registration statement relating to the securities
          offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide
          offering thereof.

     (c)  Insofar as indemnification for liabilities arising
          under the Securities Act of 1933 may be permitted to
          directors, officers and controlling persons of the
          registrant pursuant to the foregoing provisions, or
          otherwise, the registrant has been advised that in the
          opinion of the Securities and Exchange Commission such

                             (II-3)
indemnification is against public policy as expressed
          in the Act and is, therefore, unenforceable.  In the
          event that a claim for indemnification against such
          liabilities (other than the payment by the registrant
          of expenses incurred or paid by a director, officer or
          controlling person of the registrant in the successful
          defense of any action, suit or proceeding) is asserted
          by such director, officer or controlling person in
          connection with the securities being registered, the
          registrant will, unless in the opinion of its counsel
          the matter has been settled by controlling precedent,
          submit to a court of appropriate jurisdiction the
          question whether such indemnification by it is against
          public policy as expressed in the Act and will be
          governed by the final adjudication of such issue.

                             (II-4)
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 of the
requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in East Aurora, New York,
on the 2nd day of December, 1994.

                              MOOG INC.

                              By: William P. Burke        
                                  William P. Burke
                                  Treasurer

                             (II-5)
POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Robert R. Banta
and Richard A. Aubrecht, or each of them, as true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including
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, granting unto said attorneys-in-fact and agents, and
each of them, 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 said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

          Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities and on the date indicated.

Signature                         Title              Date

                              President and
                              Chief Executive
                              Officer (Principal
                              executive officer)
Robert T. Brady               and Director       December 2, 1994
Robert T. Brady

                              Executive Vice
                              President, Chief
                              Financial Officer
                              and Asst. Secretary
                              (Principal financial
Robert R. Banta               officer)           December 2, 1994
Robert R. Banta

                              Controller
                              (Principal
                              accounting
Donald R. Fishback            officer)           December 2, 1994
Donald R. Fishback

Richard A. Aubrecht           Director           December 2, 1994
Richard A. Aubrecht, Ph.D.

Joe C. Green                  Director           December 2, 1994
Joe C. Green

                             (II-6)
John D. Hendrick              Director           December 2, 1994
John D. Hendrick

Kenneth J. McIlraith          Director           December 2, 1994
Kenneth J. McIlraith

Peter P. Poth                 Director           December 2, 1994
Peter P. Poth

Arthur S. Wolcott             Director           December 2, 1994
Arthur S. Wolcott

                             (II-7)
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 the 2nd day of December,
1994.

                              MOOG INC. SAVINGS AND STOCK
                                OWNERSHIP PLAN
                                ADMINISTRATIVE COMMITTEE

                              By        Joe C. Green         
                                Name:   Joe C. Green
                                Title:  Member of Adminis-
                                        trative Committee

                             (II-8)
EXHIBIT INDEX

                                                       Sequential
                                                      Page Number

3(a)   -  Restated Certificate of Incorporation
          and By-Laws of the Company, incorporated
          by reference to exhibit (iii) of the
          Company's Annual Report on Form 10-K
          for its fiscal year ended September 30,
          1989.

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

4(b)   -  Amendment No. 1 effective June 18, 1994
          to the Moog Inc. Savings and Stock
          Ownership Plan. 

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

5(b)   -  Opinion of Phillips, Lytle, Hitchcock,
          Blaine & Huber as to certain requirements
          of ERISA and the Code.

24(a)  -  Consent of KPMG Peat Marwick LLP.

24(b)  -  Consent of Phillips, Lytle, Hitchcock,
          Blaine & Huber (included in Exhibits 5(a)
          and 5(b)).

24(c)  -  Consents of Coopers & Lybrand.
EXHIBIT 4(a)

           Moog Inc. Savings and Stock Ownership Plan
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                                        2

     1.1  Acquisition Loan                                     2
     1.2  Administrative Committee                             2
     1.3  Beneficiary                                          2
     1.4  Board of Directors                                   2
     1.5  Break in Service                                     2
     1.6  Code                                                 3
     1.7  Compensation                                         3
     1.8  Disability                                           3
     1.9  Employee                                             4
     1.10 Employer                                             4
     1.11 Employer Matching Contribution Account               4
     1.12 Employer Stock                                       4
     1.13 Employer Stock Suspense Account                      4
     1.14 Employing Company                                    4
     1.15 Entry Date                                           4
     1.16 ERISA                                                5
     1.17 ESOP Account                                         5
     1.18 Excused Absence                                      5
     1.19 Hour of Service                                      6
     1.20 Investment Committee                                 9
     1.21 Investment Manager                                   9
     1.22 Participant                                          9
     1.23 Plan                                                 9
     1.24 Plan Year                                            9
     1.25 Qualified Participant                               10
     1.26 Retirement                                          10
     1.27 Rollover Account                                    10
     1.28 Savings Account                                     10
     1.29 Savings Agreement                                   10
     1.30 Trust Agreement                                     11
     1.31 Trustee                                             11
     1.32 Trust Fund                                          11
     1.33 Year of Service                                     11

ARTICLE II - PARTICIPATION AND ENTRY DATE                     13

     2.1  Initial Eligibility                                 13
     2.2  Procedure for and Effect of Admission               13
     2.3  Breaks in Service; Termination of Employment        14
ARTICLE III - CONTRIBUTIONS                                   15

     3.1  Employer Contributions                              15
     3.2  Employee Contributions                              15

ARTICLE IV - SAVINGS CONTRIBUTIONS                            16

     4.1  Amount of Savings Contributions                     16
     4.2  Allocation of Savings Contributions                 16
     4.3  Timing of Savings Contributions Allocations         16
     4.4  Requirements Regarding Savings Agreements           16

ARTICLE V - ESOP CONTRIBUTIONS                                20

     5.1  Amount of ESOP Contribution                         20
     5.2  Allocation of ESOP Contributions                    20
     5.3  Timing of ESOP Contribution Allocations             21

ARTICLE VI - EMPLOYER MATCHING CONTRIBUTIONS                  23

     6.1  Amount of Employer Matching Contributions           23
     6.2  Timing of Employer Matching Contributions           23
     6.3  Special Investment Requirement                      23
     6.4  Nondiscrimination Requirement                       24

ARTICLE VII - ROLLOVER CONTRIBUTIONS                          25

     7.1  In General                                          25

ARTICLE VIII - ACQUISITION LOANS                              26

     8.1  In General                                          26
     8.2  Use of Proceeds                                     26
     8.3  Purchase of Shares                                  26
     8.4  Sole Recourse                                       27
     8.5  Loan Terms                                          27
     8.6  Liability for Loan Terms                            28

ARTICLE IX - EMPLOYER STOCK SUSPENSE ACCOUNT                  29

     9.1  Employer Stock Suspense Account                     29
     9.2  Allocation of Employer Stock                        29
     9.3  Dividends                                           30

ARTICLE X - THE TRUST FUND                                    31

     10.1 Trust Fund                                          31
     10.2 Investment of ESOP and Employer Matching
           Contributions                                      31
     10.3 Investment of Other Contributions                   34
     10.4 Voting of Allocated Shares                          35
     10.5 Voting of Unallocated Shares                        35
     10.6 Purchase Offers - Allocated Shares                  35
     10.7 Purchase Offers - Unallocated Shares                36
     10.8 Trustee's Fiduciary Duties                          36

                              (ii)
10.9 Receipt of Cash Upon Sale or Exchange of
           Allocated Shares                                   36
     10.10     Receipt of Cash Upon Sale or Exchange of
           Unallocated Shares                                 37

ARTICLE XI - DISTRIBUTION TO PARTICIPANTS                     39

     11.1 Retirement, Disability or Death                     39
     11.2 Lay-Off                                             41
     11.3 Vesting                                             42
     11.4 Consents                                            42
     11.5 Risk of Loss                                        42
     11.6 Beneficiaries                                       42
     11.7 Termination of Service for Any Other Reason         43
     11.8 Forms of Distributions                              44
     11.9 Withdrawals                                         45

ARTICLE XII - ADMINISTRATION OF PLAN AND MANAGEMENT OF PLAN
             ASSETS                                           51

     12.1 Employer Responsibility and Actions                 51
     12.2 Administrative Committee                            51
     12.3 Delegation of Administrative Committee
           Responsibilities                                   52
     12.4 Investment Committee                                53
     12.5 Plan Records                                        54
     12.6 Dual Capacities                                     55
     12.7 Payment of Expenses                                 55
     12.8 Investment Committee's Fiduciary Duties             55
     12.9 Indemnification of the Committees                   56

ARTICLE XIII - CLAIMS PROCEDURES                              58

     13.1 Applications for Benefits                           58
     13.2 Appeals of Denied Claims for Benefits               58

ARTICLE XIV - AMENDMENT OR TERMINATION                        61

     14.1 Exclusive Benefit                                   61
     14.2 Termination                                         61

ARTICLE XV - MISCELLANEOUS                                    63

     15.1 Anti-Alienation                                     63
     15.2 Not a Contract of Employment                        63
     15.3 Incapacity                                          64
     15.4 Current Address                                     64

ARTICLE XVI - LIMITATIONS                                     65

     16.1 In General                                          65
     16.2 Priority                                            65
     16.3 Special Limitation                                  65

ARTICLE XVII - MERGERS, CONSOLIDATIONS AND ASSETS OR
               LIABILITY TRANSFERS                            67

     17.1 In General                                          67
                              (iii)
ARTICLE XVIII - PLAN EFFECTIVENESS CONDITIONED                68

     18.1 In General                                          68

ARTICLE XIX - TOP-HEAVY PROVISIONS                            69

     19.1 In General                                          69
     19.2 Definitions                                         69
     19.3 Minimum Allocations                                 76
     19.4 Top-Heavy Plan Vesting                              77
     19.5 Top-Heavy Compensation                              77
     19.6 Super Top-Heavy Plan                                78

                              (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 systemic contributions by the Employer and by the Employees. 
Effective October 1, 1989, the Plan is again amended and
restated.  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.
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 Parti-
cipant 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" shall mean the total remuneration paid to an
Employee for services rendered including profit share payments,
overtime pay and shift differential, but excluding severance pay,
reimbursed expenses 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.  Notwithstanding the
foregoing, Compensation shall not include any amounts in excess
of $200,000.
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 Committee may require medical evidence
of any Disability and its determination shall be conclusive.

1.9  "Employee" shall mean any person employed in the United
States by the Employer.

1.10 "Employer" shall mean Moog Inc. and any subsidiary or
affiliated corporation 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 Contri-
bution 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 May 1 and November 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.

     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
premium rates shall be credited at the rate of one (1) Hour of
Service for each hour worked, regardless of the rate of compen-
sation 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
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 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 Partici-
pant'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
greater or lesser 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.
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" 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.

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

     (a)  When applied to any benefit accrual 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 entity shall be considered service with the
Employer if such entity, together with an Employer, constitute
either (1) a controlled group of corporations (within the meaning
of Section 414(b) of the Code) or (2) a group of trades or
businesses under common control (within the meaning of
Section 414(c) of the Code).

     (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 Employee's
date of hire.

1.34 The masculine pronoun wherever used includes the feminine
pronoun.
ARTICLE II

                  PARTICIPATION AND ENTRY DATE

2.1  Initial Eligibility.  Every Employee, other than 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 and also excepting any person regularly
employed by the Employer outside of the United States, and any
person not considered a permanent Employee of the Employer, shall
be eligible to participate in the Plan as of the first day of the
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.

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 Admini-
strative 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.  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 upon
recommencement of employment as an Employee if such employment
occurs prior to a Break in Service.  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
requirement of Section 2.1 for participation in the Plan.
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.

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.
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 con-
tributions 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 a weekly
basis; the amount of each weekly savings contribution shall equal
the amount the Employer has agreed to contribute for that week
pursuant to the applicable Savings Agreements.

4.4  Requirements Regarding Savings Agreements.  Savings Agree-
ments 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 $7,000 (or such
other limit as may be prescribed by law) for any taxable year of
such Participant.

     (d)  In the event the Administrative Committee determines
that the Employer's savings contributions made on behalf of
certain highly compensated Participants might cause the Plan to
fail to meet the nondiscrimination requirements of Section 401(k)
of the Code, the Employer shall reduce the permissible percen-
tages of savings contributions under the Plan for purposes of
such highly compensated Participants.  The amount and method of
effecting such reductions shall be determined by the Admini-
strative Committee in its sole discretion and shall be
conclusive.
(e)  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 Year.

     (f)  The Employer may revoke its Savings Agreements with all
Participants who are "highly compensated employees" within the
meaning of Section 414(q) of the Code or amend its Savings
Agreements with all such "highly compensated" Participants on a
uniform basis if it determines that such uniform revocation or
amendment to all Savings Agreements is the most feasible means of
satisfying the nondiscrimination tests of Section 401(k) of the
Code for any Plan Year.

     (g)  Savings Agreements and amendments to Savings Agreements
shall be effective as of the first of the month next following
the day the Savings Agreement or amendment to the Savings
Agreement is executed by the Participant and the Employer, unless
a different effective date is stated therein and agreed to by the
Participant and the Employer.

     (h)  For all periods prior to April 1, 1990, notwithstanding
subsection (e) 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.

     (i)  Notwithstanding anything in subsection (h) above to the
contrary, the Employer may amend or revoke a Savings Agreement
with the 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.

     (j)  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.

     (k)  Subject to subsection (e) 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 to be 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.
ARTICLE V

                       ESOP CONTRIBUTIONS

5.1  Amount of ESOP Contribution.  

     (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 any Plan Year in
accordance with Section 9.2 of the Plan shall be allocated to
each Participant's ESOP Account for such Plan Year by
(i) 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 and (ii) multiplying the result obtained in (i) by the
Participant's service factor, determined pursuant to Exhibit I
hereto.

     (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 (i) 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 and
(ii) multiplying the result obtained in (i) by the Participant's
service factor, determined pursuant to Exhibit I hereto.

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.  Allo-
cations of ESOP contributions pursuant to this Subsection (a)
shall be made for all Participants whose service terminated
during such Plan Year (but before the date of the principal
payment on an Acquisition Loan) on account of Retirement,
Disability, death or lay-off as part of a temporary shutdown
program.  No such allocation shall be made for Participants whose
service terminated prior to the day on which a principal payment
is made on an Acquisition Loan for reasons other than Retirement,
Disability, death or lay-off.

     (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 contribu-
tions pursuant to this Subsection (b) shall be made only for
those Participants who are employed by the Employer on the date
of such allocation.
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 Admini-
strative 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 contri-
butions 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.

6.4  Nondiscrimination Requirement.  In the event the Admini-
strative Committee determines that Employer Matching Contribu-
tions made to the employer Matching Contribution Accounts of
certain highly compensated Participants 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 Participants or take any other action
permissible under the law as determined conclusively in the sole
discretion of the Administrative Committee.
ARTICLE VII

                     ROLLOVER CONTRIBUTIONS

7.1  In General.  An Employee in the class eligible to partici-
pate 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.  Such
distributed funds shall be held in a separate Employee Rollover
Account for his benefit.
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 Acqui-
sition Loan may be authorized by 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 commissions shall be paid
with respect to such purchase.

8.4  Sole Recourse.  In no event shall the terms of any Acqui-
sition 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 Partici-
pants' 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".

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 responsi-
bility 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.
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 as hereinafter provided.

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 out-
standing 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 rein-
vested 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.
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
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.

     Notwithstanding the foregoing, commencing in the Plan Year
which is no later than ten years after the effective date of this
restatement of the Plan 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.  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 by the Trustee or by an Invest-
ment Manager appointed by the Administrative Committee in one or
more investment funds established from time to time by the
Administrative Committee.  For this purpose, the Trustee shall
establish investment funds to be invested solely in 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 V.  For purposes of obtaining
the Employer Stock to be used in such Employer Stock Investment
Fund, the Administrative Committee may direct the Trustee to
purchase the Employer Stock from the Plan for its then fair
market value.  The proceeds of such sale 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 and Supplemental
Savings Accounts.

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 Bene-
ficiary) 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.

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
exchange therefor shall be held in a separate investment fund in
the Trust Fund for the Accounts of the Participants and Bene-
ficiaries 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.
ARTICLE XI

                  DISTRIBUTION TO PARTICIPANTS

11.1 Retirement, Disability or Death.

     (a)  In General.  If a Participant's service is terminated
by Retirement at or after age 65, Disability or death, the amount
to the credit of his Accounts as of the last day of the calendar
month in which such termination occurs shall be distributed to
him, if living, or to his designated Beneficiary if he is then
dead in a lump sum 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
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. 
Except as provided in Section 11.9, in no event shall a Parti-
cipant's Accounts be distributed to him prior to the earliest to
occur of his death, Disability, termination of the Plan or his
termination of service with the Employer.  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 Parti-
cipant'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:
(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 1.72-9.

11.2 Lay-Off.  If a Participant's service is terminated by reason
of permanent or indefinite lay-off, the amount to the credit of
his Accounts as of the last day of the calendar month in which
such termination occurs shall be distributed to him in a lump sum
within 60 days thereafter, if practicable.  In addition, such
Participant's share of the Employer's contributions, if any, for
the year of his termination shall be distributed within ninety
(90) days following the end of such year or as soon thereafter as
practicable.

     If a Participant has been temporarily laid off by the
Employer and the period of such temporary lay-off lasts for 18
months, he shall be deemed to have been permanently laid off as
of the end of such period and distribution of his account shall
be made in accordance with the preceding paragraph.

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

11.4 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 or 11.2, 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 account as
of the last day of the month coinciding with or next following
the day on which he attains age 70-1/2 or the date on which the
Administrative Committee receives notice of his death or the date
on which he gives such consent, whichever is the earliest,
distributed to him if living or to his designated Beneficiary if
he is not living.

11.5 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
Fund pursuant to him instructions, subject to periodic
re-evaluation and the consequent risk of loss.

11.6 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 desig-
nation 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;

         (iv)  Participant's estate.

11.7 Termination of Service for Any Other Reason.  If a
Participant's service is terminated for any reason other than
Retirement, Disability, death or layoff, the amount to the credit
of his accounts as of the last day of the calendar month
preceding such termination date 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 derived from Employer contributions 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 re-evalution and the
risk of loss provisions of Section 11.5, and the amount to the
credit of his accounts as of the day on which he attains age
70-1/2 or the date the Administrative Committee receives notice
of his death or the date on which he gives such consent,
whichever is the earliest, shall be distributed in a lump sum as
soon thereafter as practicable, to him, if living or, if not, to
his Beneficiary, or if none, to his estate.
11.8 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 Bene-
ficiary) 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 Contri-
bution account (or the commencement date of installments, if
applicable) and shall be ineffective thereafter.  To the extent
then permissible under applicable law, if a Participant 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 repre-
sentation 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.

11.9 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 demon-
stration of financial hardship.

     (b)  Amounts and Timing of Withdrawals.  Any Participant who
prior to October 1, 1989 made non-deductible voluntary
supplemental savings contributions under the Plan as then in
effect may, upon thirty (30) days' 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)
reduced by the amount of any prior withdrawals.  Any Participant
who has attained age 59-1/2 and on whose behalf the Company has
made Savings Contributions pursuant to a Savings Agreement may,
upon thirty (30) days' written notice filed with the Admini-
strative Committee, have paid to him all or any portion of such
contributions (except for amounts subject to Section 6.3). 
Furthermore, any Participant on whose behalf the Company has made
Savings Contributions pursuant to a Savings Agreement may, upon
thirty (30) days' written notice filed with the Administrative
Committee, have paid to him all or any portion of such contri-
butions (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.  After receipt of such
notice, the Administrative Committee shall promptly deliver it to
the Trustee.  Any such withdrawals shall be effective as of the
last day of the month coinciding with or next following the
filing of the withdrawal notice and, after receipt of any such
notice from the Administrative Committee, the Trustee shall
distribute the appropriate amount to the Participant in cash as
soon as practicable thereafter.

     (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:  (a) an immediate and heavy financial need of the Parti-
cipant, and (b) 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),

         (ii)  payment of tuition for the next semester or
     quarter 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, or

          (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.

     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 distributions,
     exclusive of hardship distributions, and all non-taxable
     loans available under each qualified plan maintained by the
     Company,

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

          (D)  the Participant may not have savings contributions
     made on his behalf under Article IV of the Plan and any
     other qualified or non-qualified plan of deferred
     compensation maintained by the Company for the calendar year
     immediately following the calendar year of the hardship
     distribution 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 the amount of a hardship distribution exceed
the amount necessary 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:

          (A)  Through reimbursement or compensation by insurance
     or otherwise,

          (B)  By reasonable liquidation of the Participant's
     assets, to the extent such liquidation would not itself
     cause an immediate and financial need,

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

          (D)  By distributions or nontaxable (at the time of the
     loan) loans from other plans maintained by the Company or
     any other employer, or by borrowing from commercial sources
     on reasonable commercial terms.

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.
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 and Investment Committees, the
mandatory investments in Employer Stock, and for the review of
the performance of the fiduciary duties and responsibilities
vested in such Trustee and 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 responsibility and authority for the administration
of the Plan (except for the duties relegated to the Investment
Committee under Section 12.4), including the authority to
(i) interpret its provisions; (ii) authorize distributions from
the Trust Fund; (iii) establish and enforce such rules and
regulations as they 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) consider 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 11.9(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.

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.  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 a separate account
for each Participant to which there shall be credited such
Participant's Supplemental Savings contributions, the portion of
each Employer contribution allocable to such Participant and the
share of such Participant in the earnings of the Trust Fund.  The
Administrative Committee shall keep records of all investments,
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 respon-
sibility 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 XI, 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 Bene-
ficiaries 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 plans 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 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.
ARTICLE XIII

                        CLAIMS PROCEDURES

13.1 Applications for Benefits.  Each Participant and/or Benefi-
ciary believing himself eligible for benefits under this Plan may
apply for such benefits by completing and filing with the Admini-
strative 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 presentations, 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 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 deter-
     mination upon the appealed claim which determination shall
     be accompanied by a written statement as to the reasons
     therefor.  The determination so rendered shall be binding
     upon all parties.
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 distri-
bution 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 termina-
tion or partial termination shall vest; and no person shall have
any right or interest except with respect to the Trust Fund.
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 antici-
pation, alienation, sale, transfer, assignment, pledge, encum-
brance or charge and shall not be subject to attachment, garnish-
ment 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 after three (3) years from the time
such distributions first become payable and the amount then to
the credit of such accounts shall be applied to reduce Employer
contributions.  If, however, such Participant or Beneficiary sub-
sequently 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.
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 Contribution
     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.

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 (as such term is defined in Section 414(q)
of the Code).
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).
ARTICLE XVIII

                 PLAN EFFECTIVENESS CONDITIONED

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.
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
     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 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 Parti-
     cipant'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 herein-
after determined.

          (1)  "Required Aggregation Group" - In determining 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.

          (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 terminated
     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 there-
under.  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;

          (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 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:

     (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 deter-
mination 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 in
excess of $200,000 be counted for any year.

19.4 Top-Heavy Plan Vesting.  Notwithstanding the then applicable
provisions of Section 11.3, 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 Top-Heavy Compensation.  In the event the Plan becomes a
Top-Heavy Plan, a Participant's Compensation taken into account
for purposes of the Plan shall not exceed $200,000 for each Plan
Year in which the Plan continues to be a Top-Heavy Plan, except
that such maximum shall be automatically adjusted without Plan
amendment to reflect cost-of-living adjustments made to such
amount by the Secretary of the Treasury pursuant to
Section 416(d)(2) of the Code.

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 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 20.1 for
such Plan Year equals or exceeds ninety percent (90%).
EXHIBIT I

               MONTHS OF                     SERVICE
                SERVICE                      FACTOR 

                   0                            0
                   1                           4.81
                   2                           9.49
                   3                          14.06
                   4                          18.52
                   5                          22.86
                   6                          27.08
                   7                          31.19
                   8                          35.19
                   9                          39.06
                  10                          44.21
                  11                          46.47
                  12                          50.0
                  13                          53.41
                  14                          56.71
                  15                          59.90
                  16                          62.97
                  17                          65.92
                  18                          68.75
                  19                          71.47
                  20                          74.08
                  21                          76.56
                  22                          78.94
                  23                          81.19
                  24                          83.33
                  25                          85.36
                  26                          87.27
                  27                          89.06
                  28                          90.74
                  29                          92.31
                  30                          93.75
                  31                          95.08
                  32                          96.30
                  33                          97.40
                  34                          98.38
                  35                          99.25
                  36                         100.0
EXHIBIT 4(b)

                Amendment No. 1 to the Moog Inc.
                Savings and Stock Ownership Plan
AMENDMENT NO. ONE

                         to the Restated

           MOOG INC. SAVINGS AND STOCK OWNERSHIP PLAN

          WHEREAS, the Moog Inc. Savings and Stock Ownership Plan
(formerly known as the Moog Inc. Savings and Investment Plan and
hereinafter referred to as the "Plan") was established effective
January 1, 1985;

          WHEREAS, the Plan was amended and restated effective
October 1, 1989;

          WHEREAS, AlliedSignal Inc. ("AlliedSignal"), Moog Inc.
and Moog Torrance Inc. entered into a stock purchase agreement
dated as of June 7, 1994 for which the closing occurred as of the
end of the day on June 17, 1994;

          WHEREAS, Moog Inc. offered employment, as of the
closing date of the stock purchase, to certain AlliedSignal
employees, and those employees who accepted the offer are
referred to as the "Transferred Employees";

          WHEREAS, the stock purchase agreement provides for the
transfer, from the AlliedSignal Savings Plan (the "AS Savings
Plan"), of the Transferred Employees' respective AS Savings Plan
Accounts (the "Accounts"); and

          WHEREAS, Moog Inc. wishes to amend the Plan to provide
for the transfer to the Plan of the Accounts.

          NOW, THEREFORE, the Plan is hereby amended effective
June 18, 1994 as follows:

          1.   Section 1.33 is amended by adding the following
paragraph at the end thereof:

               "(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)."

          2.   Section 2.1 is amended by adding the following
sentence at the end thereof:

"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."

          3.   Section 11.7 is amended and restated to read as
follows:

               "11.7  Termination of Service for Any Other
Reason.  If a Participant's service is terminated for any reason
other than Retirement, Disability, death or layoff, the amount to
the credit of his accounts as of the last day of the calendar
month preceding such termination date 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 refused
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 11.5, and the amount to the credit of his accounts as of
the day on which he attains age 70-1/2 or the date the
Administrative Committee receives notice of his death or the date
on which he gives such consent, whichever is the earliest, shall
be distributed in a lump sum as soon thereafter as practicable,
to him, if living or, if not, to his Beneficiary, or if none, to
his estate.

               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."

          4.   Section 17.2 is added to read as follows:

               "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)."

          5.   Article XX is added to read as follows:

                           "ARTICLE XX
               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.

               (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.

               (n)  "Valuation Date" means the last day of each
month.

               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; provided, however, that 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, further, 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.  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.

               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 Transferred 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
          coincides with or follows the termination of employ-
          ment.  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 installments,
          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
          subparagraph (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 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
     Transferred 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
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 subparagraph are exhausted:

                    (i)  After-Tax Contributions.  Installment
     distributions 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,

                    (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 11.9(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 of such contributions and such earnings
          if such value is less than the amount of such contri-
          butions 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 11.9(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 11.9(c).  Any withdrawal shall be in an
amount not less than the lesser of (i) $300 or (ii) the amount
available for withdrawal.  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 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 Employee's investment instructions in effect for
contributions to the Plan at the time of the repayment.

               (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.

               (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.

               (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.

               (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."

                                   MOOG INC.

                                   By:___________________________

                                   Attest:_______________________

Dated:  August __, 1994

(CORPORATE SEAL)
EXHIBIT 5(a)

Opinion of Phillips, Lytle, Hitchcock, Blaine & Huber as to the
legality of the shares registered.
December 29, 1994

Moog Inc.
Jamison Road and Seneca Street
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
the Moog Inc. Savings and Stock Ownership Plan (the "Plan"),
covering 200,000 shares of Class A Common Stock and 300,000
shares of Class B Common Stock of Moog Inc. (the "Company") as
well as interests in accounts under the Plan, we have examined
and are familiar with the Restated Certificate of Incorporation
and the By-Laws of the Company and the various corporate records
and proceedings relating to the organization of the Company and
the proposed issuance of securities and the adoption of the Plan
by the Company.  We have also examined such other documents and
proceedings as 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 200,000 shares of Class A Common Stock and
300,000 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, with the exception of potential liability
pursuant to Section 630 of the New York Business Corporation Law,
non-assessable.

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

                                   Very truly yours,

                                   Phillips, Lytle, Hitchcock, 
                                     Blaine & Huber
EXHIBIT 5(b)

Opinion of Phillips, Lytle, Hitchcock, Blaine & Huber as to
certain requirements of ERISA and the Code.

PAGE
December 29, 1994

Moog Inc.
East Aurora, New York  14052-0018

Attention:     Mr. Joe C. Green,
               Executive Vice President and Chief Administrative
               Officer and Director                             

Gentlemen:

          As counsel to Moog Inc. (the "Company"), we are
familiar with the text of the Moog Inc. Savings and Stock
Ownership Plan, effective as of October 1, 1989, which has been
adopted by the Board of Directors of the Company on May 14, 1991,
and ratified by the shareholders at the Annual Meeting of
Shareholders held February 16, 1988, Amendment No. One thereto,
effective as of June 18, 1994, which has been approved by the
Board on May 19, 1994 (the "Plan"), which are filed as exhibits
to the Company's Registration Statement on Form S-8.  The Plan is
an amendment and restatement of the Plan which was effective on
October 1, 1987, and which was an amendment, restatement and
expansion of the Moog Inc. Savings and Investment Plan originally
adopted effective January 1, 1985.

          The Plan is subject to the requirements of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"),
other than the provisions relating to minimum funding standards
and plan termination insurance.

          The Plan has most recently been determined to be
"qualified" under Section 401(a) of the Internal Revenue Code, as
amended (the "Code"), by the District Director of Internal
Revenue in a determination letter dated October 20, 1988.

          The Company has advised us that it intends to continue
to maintain the Plan as "qualified" under Section 401(a) of the
Code, in satisfaction of the applicable requirements of
Sections 401(k) and 4975(e)(7) of the same and has authorized
such further technical changes to the Plan as might be necessary
or advisable to continue such status and satisfaction of such
requirements.  Based on the foregoing, it is our opinion that the
Plan, as in effect on September 30, 1994, will continue to comply
with the applicable technical requirements of ERISA and the Code
and will continue to be "qualified" under Section 401(a) of the
Code.
This opinion is limited to the legal requirements of
continuing to qualify the Plan under the applicable provisions of
the Code.  We are unable to express any opinion as to whether the
Plan will continue to qualify in operation because of the
inherently factual nature of the tests applied by the Internal
Revenue Service in determining whether the operation of any Plan
continues to meet the Code requirements.  However, we have no
reason to believe that the Plan will not be able to continue to
qualify in operation.

          We hereby consent to the filing of this opinion with
the Securities and Exchange Commission as an Exhibit to the
Company's Registration Statement on Form S-8.

                                   Very truly yours,

                                   Phillips, Lytle, Hitchcock, 
                                     Blaine & Huber
EXHIBIT 24(a)

                Consent of KPMG Peat Marwick LLP.
CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
Moog Inc.:

We consent to incorporation by reference in the prospectus
constituting part of this Registration Statement on Form S-8 of
Moog Inc. of:  (i) our report dated November 23, 1994, which
refers to the reports of other auditors, relating to the
consolidated balance sheets of Moog Inc. and subsidiaries as of
September 30, 1994 and 1993, and the related consolidated
statements of operations, shareholders' equity, and cash flows
and related schedules for each of the years in the three-year
period ended September 30, 1994, which report appears in the
September 30, 1994 annual report on Form 10-K of Moog Inc. and,
(ii) our report dated March 29, 1994, relating to the statements
of financial condition of Moog Inc. Savings and Stock Ownership
Plan as of September 30, 1993 and 1992, and the related
statements of income and changes in plan equity for each of the
years in the three-year period ended September 30, 1993, which
report appears in the September 30, 1993 annual report on
Form 10-K/A of Moog Inc.

                                   KPMG PEAT MARWICK LLP

Buffalo, New York
December 29, 1994
EXHIBIT 24

                  Consents of Coopers & Lybrand
Consent of Independent Accountants

We consent to the incorporation by reference in the prospectus
constituting part of this registration statement on Form S-8 of
Moog Inc. of our report dated November 23, 1994 on our audit of
the consolidated financial statements of Moog Controls Limited (a
wholly owned subsidiary of Moog Inc.) and subsidiaries as of
September 30, 1994 and for the three years then ended, which
report is included in the amended Annual Report on Form 10-K of
Moog Inc. for the year ended September 30, 1994.  

                                        Coopers & Lybrand

Gloucester, England
December 29, 1994
Consent of Independent Accountants

We consent to the incorporation by reference in the prospectus
constituting part of this registration statement on Form S-8 of
Moog Inc. of our report dated November 21, 1994 on our audit of
the consolidated financial statements of Moog GmbH (a wholly-
owned subsidiary of Moog Inc.) and subsidiary as of September 30,
1994 and for the three years then ended, which report is included
in the Annual Report on Form 10-K of Moog Inc. for the year ended
September 30, 1994.  

Coopers & Lybrand GmbH
Wirtschaftsprufungsgesellschaft

Stuttgart, Germany
December 29, 1994

IIIsz
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