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<SEC-DOCUMENT>0000899797-00-000012.txt : 20001222
<SEC-HEADER>0000899797-00-000012.hdr.sgml : 20001222
ACCESSION NUMBER:		0000899797-00-000012
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20000930
FILED AS OF DATE:		20001221

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MOOG INC
		CENTRAL INDEX KEY:			0000067887
		STANDARD INDUSTRIAL CLASSIFICATION:	MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT [3590]
		IRS NUMBER:				160757636
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			0927

	FILING VALUES:
		FORM TYPE:		10-K
		SEC ACT:		
		SEC FILE NUMBER:	001-05129
		FILM NUMBER:		793467

	BUSINESS ADDRESS:	
		STREET 1:		PLANT 24
		CITY:			EAST AURORA
		STATE:			NY
		ZIP:			14052-0018
		BUSINESS PHONE:		7166522000

	MAIL ADDRESS:	
		STREET 1:		PLANT 24
		CITY:			EAST AURORA
		STATE:			NY
		ZIP:			14052
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>0001.htm
<DESCRIPTION>FORM 10-K
<TEXT>

<HTML>
<HEAD>
<TITLE> Form 10-K
</TITLE>
<BODY>
<p align=center>FORM 10-K<br>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION<br>
Washington, D.C. 20549</p>

<p>(Mark One)<br>
<p align=center>[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE<br>
SECURITIES EXCHANGE ACT OF 1934</p>

<p align=center>For the fiscal year ended&nbsp;<u>&nbsp;&nbsp;September 30, 2000&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u>
                                            OR
<p align=center>[&nbsp;&nbsp;&nbsp;]&nbsp;&nbsp;&nbsp;TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE<br>
SECURITIES EXCHANGE ACT OF 1934</p>

<p>For the transition period from <u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u> to <u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><br>
Commission file number&nbsp;<u>1-5129&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></p>

<p align=center><b><font size=4>MOOG</font> INC.</B><BR>
<font size=2>(Exact Name of Registrant as Specified in its Charter)</font></p>

<table width=100%>
<tr><td align=center><b>New York</b></td><td align=center><b>16-0757636</b></td></tr>
<tr><td align=center><font size=2>(State or Other Jurisdiction of<br>Incorporation or Organization)</font></td>
<td align=center valign=top><font size=2>(I.R.S. Employer Identification No.)</font></td></tr>
</TABLE>

<table width=80%>
<tr><td align=center><b>East Aurora, New York</b></td><td align=center><b>14052-0018</b></td></tr>
<tr><td align=center><font size=2>(Address of Principal Executive Offices)</font></td>
<td align=center><font size=2>(Zip Code)</font></td></tr>
</TABLE>

<p align=center>Registrant's Telephone Number, Including Area Code:&nbsp;&nbsp;&nbsp;<b>(716) 652-2000</b></p>

<p>Securities registered pursuant to Section 12(b) of the Act:</p>

<table width=100%>
<tr><td align=center valign=bottom><font size=2><u>Title of Each Class</u></font></td>
<td align=center><font size=2>Name of Each Exchange on</font><br><u><font size=2>Which Registered</font></u></td></tr>
<tr><td align=center>Class A Common Stock, $1.00 Par Value<br><u>Class B Common Stock, $1.00 Par Value</u></td>
<td align=center>American Stock Exchange<br><u>American Stock Exchange</u></td></tr>
</TABLE>

<p>Securities registered pursuant to Section 12(g) of the Act:&nbsp;&nbsp;&nbsp;None</p>

<P>Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Yes<u>&nbsp;&nbsp;&nbsp;X&nbsp;
;&nbsp;</u>&nbsp;&nbsp;No<u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></p>

<P>Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of the
registrant&#146;s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.<u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></P>

<P>The aggregate market value of the Common Stock outstanding and held by
non-affiliates (as defined in Rule 405 under the Securities Act of 1933) of the
registrant, based upon the closing sale price of the Common Stock on the
American Stock Exchange on December 8, 2000 was approximately $190 million.</P>

<p>The number of shares of Common Stock outstanding as of the close of business on December 8, 2000 was:<br>
Class A 7,261,216; Class B 1,491,884.</p>

<P>The Documents listed below have been incorporated by reference into this Annual Report on Form 10-K:<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;Specific sections of the Annual Report to Shareholders for the fiscal year ended
September 30, 2000&nbsp;(the &#147;2000 Annual Report&#148;)<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;Specific sections of
the January 2001 Proxy Statement to Shareholders (the &#147;2001 Proxy&#148;)</P>

<hr size=1 width=100% noshade>
<p align=center><b><font size=4>MOOG</font></b>&nbsp;INC.<BR>
FORM 10-K INDEX</P>
<hr size=1 width=100% noshade>

<PRE>
PART I
    Item 1 - Business
    Item 2 - Properties
    Item 3 - Legal Proceedings
    Item 4 - Submission of Matters to a
             Vote of Security Holders

PART II
    Item 5 - Market for the Registrant's
             Common Equity and Related
             Stockholder Matters
    Item 6 - Selected Financial Data
    Item 7 - Management's Discussion and
             Analysis of Financial Condition
             and Results of Operations
   Item 7A - Quantitative and Qualitative
             Disclosures About Market Risk
    Item 8 - Financial Statements and
             Supplementary Data
    Item 9 - Changes in and Disagreements with
             Accountants on Accounting and
             Financial Disclosure

PART III
   Item 10 - Directors and Executive Officers
             of the Registrant
   Item 11 - Executive Compensation
   Item 12 - Security Ownership
             of Certain Beneficial
             Owners and Management
   Item 13 - Certain Relationships and
             Related Transactions

PART IV
   Item 14 - Exhibits, Financial Statement
             Schedules, and Reports
             on Form 8-K
</PRE>

<P><B>Cautionary Statement</B></P>
<P>Information, included
herein or incorporated by reference, that are not historical facts, including
statements accompanied by or containing words such as &#147;believes,&#148;
&#147;expects,&#148; &#147;intends,&#148; &#147;plans,&#148;
&#147;projects,&#148; &#147;estimates,&#148; &#147;outlook,&#148;
&#147;forecast,&#148; &#147;anticipates,&#148; &#147;presume&#148; and
&#147;assume,&#148; are forward-looking statements. Such forward-looking
statements are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. These statements are not guarantees of
future performance and are subject to several factors, risks and uncertainties,
the impact or occurrence of which could cause actual results to differ
materially from the expected results described in the forward-looking
statements. These important factors, risks and uncertainties, include (i)
fluctuations in general business cycles, demand for capital goods and government
funding of procurement programs in which the Company participates, (ii) the
dependency on certain major customers, such as Boeing and certain U.S.
Government contractors, for a significant percentage of its sales, (iii) intense
competition in the Company&#146;s business which, depending on product line, may
require the Company to compete by lowering prices or by advancing its
technologies; several of the Company&#146;s competitors are substantially larger
than the Company and have greater financial resources with which to compete,
(iv) the potential for substantial fines and penalties or debarment from future
contracts in the event the Government&#146;s procurement rules are not followed,
(v) the potential for cost overruns on development jobs and actual results that
may differ from estimates used in contract accounting, (vi) the possibility of a
catastrophic loss of one or more of the Company&#146;s manufacturing facilities,
(vii) the impact of product liability claims related to the Company&#146;s
products used in applications where failure can result in significant property
damage, injury and death, and (viii) foreign currency fluctuations in those
countries in which the Company does business which can adversely affect the
Company&#146;s results of operations and financial condition. The factors
identified above are not exhaustive. New factors, risks and uncertainties may
emerge from time to time that may affect the forward-looking statements made
herein. Given these risks, factors and uncertainties, investors should not place
undue reliance on forward-looking statements as predictive of future results.
The Company disclaims any obligation to update the forward-looking statements
made in this Filing.</P>

<P><B>Part I</B></P>

<P>&nbsp;&nbsp;&nbsp;The Registrant,  Moog Inc., a New York  corporation  formed in 1951, is referred to in this Annual Report on Form 10-K as
"Moog," "the Company" or in the nominative "we" or the possessive "our."</P>

<P><B>ITEM 1.&nbsp;&nbsp;Business.</B></P>

<P>&nbsp;&nbsp;&nbsp;Certain information required herein is contained in part in
the 2000 Annual Report, filed as an exhibit hereto.</P>

<P><B>&nbsp;&nbsp;&nbsp;Description of the Company's Business.</B>&nbsp;See the 2000 Annual Report.</P>

<P>&nbsp;&nbsp;&nbsp;<B>Distribution.</B>&nbsp;&nbsp;Moog&#146;s direct sales and marketing organization is comprised of
individuals possessing highly specialized technical expertise. Such expertise is
required in order to effectively evaluate the customer&#146;s precision control
requirements and to facilitate communication between the customer and
Moog&#146;s engineering staff. Manufacturers&#146; representatives are used to
cover certain aerospace and industrial markets or territories.</P>

<P>&nbsp;&nbsp;&nbsp;<B>Industry and Competitive Conditions. </B>The Company experiences considerable competition
in each of its three operating groups. However, the Company is the only
precision motion control specialist which competes globally in all markets and
all drive technologies.</P>

<P>&nbsp;&nbsp;&nbsp;Many of our competitors have greater financial and other resources. In Aircraft
Controls, the Company&#146;s principal competitors include Parker Hannifin
Corporation, Curtiss-Wright Corp., HR Textron, a subsidiary of Textron, Inc. and
Teijin Seiki Limited. In Space Controls, the Company&#146;s principal
competitors include Honeywell and HR Textron. In Industrial Controls, competitors
include Robert Bosch AG, Mannesmann Rexroth AG, Barber-Colman Company, Siemens
AG and Indramat GmbH.</P>

<P>&nbsp;&nbsp;&nbsp;Competition in each operating group is based upon design capability, product performance and
life, service, price and delivery time. The Company believes it competes
effectively on all of these bases.</P>

<P>&nbsp;&nbsp;&nbsp;<B>Backlog.</B>&nbsp;&nbsp;Substantially all backlog will be realized as sales in the next twelve
months. The information required herein is incorporated by reference to Item 7,
Management&#146;s Discussion and Analysis of Financial Condition and Results of
Operations.</P>

<P>&nbsp;&nbsp;&nbsp;<B>Raw Materials. </B>Materials, supplies and components are purchased from numerous
suppliers. The Company believes the loss of any one supplier, although
potentially disruptive in the short term, would not materially affect the
Company&#146;s operations in the long term.</P>

<P>&nbsp;&nbsp;&nbsp;<B>Working Capital. </B>The information required herein is incorporated by reference to the
discussion on inventories in Note 1 of Item 8, Financial Statements and Supplementary Data.</P>

<P>&nbsp;&nbsp;&nbsp;<B>Seasonality.</B>&nbsp;&nbsp;Moog's business is generally not seasonal.</P>

<P>&nbsp;&nbsp;&nbsp;<B>Patents.</B>&nbsp;&nbsp;Moog has numerous patents and has filed applications
for others. While the aggregate protection afforded by these is of value, the Company does not
consider the successful conduct of any material part of its business to be
dependent upon such protection. The Company&#146;s patents and patent
applications, including U.S., Canadian, European and Japanese patents, relate to
electrohydraulic, electropneumatic and electromechanical actuation mechanisms
and control valves, electronic control component systems and interface devices.</P>

<P>&nbsp;&nbsp;&nbsp;<B>Research Activities.</B>&nbsp;&nbsp;Research and product development
activity has been and continues to be significant to the Company. The information required herein is
incorporated by reference to Item 6, Selected Financial Data.</P>

<P>&nbsp;&nbsp;&nbsp;<B>Employees.</B>&nbsp;&nbsp;On September 30, 2000, the Company employed 4,463 full-time employees,  compared to 4,699 full-time employees
at  September  25, 1999.  The decline is  attributable  to the effects of  integration  efforts of recent  acquisitions.</P>

<P>&nbsp;&nbsp;&nbsp;<B>Segment  Financial  Information.</B>&nbsp;&nbsp;
The  information  required  herein is incorporated by reference to Note 10 of Item 8, Financial Statements and Supplementary Data.</P>

<P>&nbsp;&nbsp;&nbsp;<B>Customers.</B>&nbsp;&nbsp;The information required herein
is incorporated by reference to the description contained in the 2000 Annual Report. In aggregate, the Company
markets its products to a wide variety of customers. The Boeing Company
represented approximately 17% of consolidated sales in 2000, including sales to
the Boeing Commercial Airplane Group representing 9% of fiscal 2000 sales. Sales
to the U.S. Government and its prime- or sub-contractors, including military
sales to Boeing, represented approximately 29% of sales. Sales to these
customers are made principally from Aircraft Controls and Space Controls. The
concentration of customers varies between operating groups. In Aircraft
Controls, as well as Space Controls, a few customers provide the majority of
revenues, while in Industrial Controls, revenues are spread over a more diverse
customer base. </P>

<P>&nbsp;&nbsp;&nbsp;<B>International Operations.</B>&nbsp;&nbsp;Operations outside the United States are conducted through
various wholly-owned foreign companies. The Company&#146;s international
operations are located predominantly in Europe and the Asian-Pacific region.
(See Note 10 of Item 8, Financial Statements and Supplementary Data, and Item 14 (21).)
The Company&#146;s international operations are subject to the usual risks inherent in
international trade, including currency fluctuations, local governmental foreign
investment restrictions, exchange controls, regulation of the import and
distribution of foreign goods, as well as changing economic and social
conditions in countries in which such operations are conducted.</P>

<P>&nbsp;&nbsp;&nbsp;<B>Environmental Matters.</B>&nbsp;&nbsp;See the description
contained in Note 12 of Item 8, Financial Statements and Supplementary Data.</P>

<P><B>ITEM 2. Properties.</B></P>

<P>&nbsp;&nbsp;&nbsp;The Company occupies approximately 2,032,000 square feet of space (1,435,000 owned,
543,000 through operating leases and 54,000 through a capital lease) in the
United States and countries throughout the world, distributed by segment as
follows:</P>

<pre>
                        Square Feet
Aircraft Controls        1,006,000
Space Controls             308,000
Industrial Controls        680,000
Corporate Headquarters      38,000
                         ---------
Total                    2,032,000
</pre>

<P>&nbsp;&nbsp;&nbsp;Aircraft Controls&#146; principal manufacturing facilities are located in New York,
California, Utah, England and the Philippines.</P>

<P>&nbsp;&nbsp;&nbsp;Space Controls' primary manufacturing facility is located in New York.</P>

<P>&nbsp;&nbsp;&nbsp;Industrial Controls' principal manufacturing facilities are located in  New York, Germany, Ireland, Luxembourg and Japan.</P>

<P>&nbsp;&nbsp;&nbsp;The Company's headquarters are located in East Aurora, New York.</P>

<P>The Company  believes that its  properties  have been  adequately  maintained  and are generally in good  condition.  The
Company believes that its existing facilities will provide sufficient production capacity for the
foreseeable future. Operating leases expire at various times from November 2000
through November 2013. Upon the expiration of its current leases, the Company
believes that it will be able to either secure renewal terms or enter into
leases for alternative locations at market terms.</P>

<P><B>ITEM 3. Legal Proceedings.</B></P>

<P>&nbsp;&nbsp;&nbsp;From time to time, the Company is named as a defendant in legal actions arising in
the normal course of business. The Company is not a party to any pending legal
proceedings which management believes will result in a material adverse effect
on the Company&#146;s financial condition, liquidity or results of operations or
to any pending legal proceedings other than ordinary, routine litigation related
to its business.</P>

<P><B>ITEM 4. Submission of Matters to a Vote of Security Holders.</B></P>
<P>&nbsp;&nbsp;&nbsp;None.</P>

<P><B>Part II</B></P>

<P><B>ITEM 5. Market for the Registrant's Common Equity and Related Stockholder Matters.</B></P>

<P>&nbsp;&nbsp;&nbsp;The number of shareholders of Class A Common Stock and Class B Common Stock is
approximately 5,700 and 2,800, respectively.</P>

<P>&nbsp;&nbsp;&nbsp;Dividend restrictions are detailed in Note 6 of Item 8, Financial
Statements and Supplementary Data. Stock price information required herein is incorporated
by reference to the 2000 Annual Report.</P>

<P><B>ITEM 6. Selected Financial Data.</B></P>

<P>&nbsp;&nbsp;&nbsp;For a more detailed discussion of 1998 through 2000 refer to
Item 7, Management&#146;s Discussion and Analysis of Financial Condition and
Results of Operations and Notes to Consolidated Financial Statements.</P>

<PRE>
(dollars in thousands except per share data)
Fiscal Years                             2000         1999(1)      1998(2)      1997(3)      1996(4)

RESULTS FROM OPERATIONS
  Net sales                            $644,006     $630,034      $536,612     $455,929     $407,237

  Net earnings                         $ 25,400     $ 24,431      $ 19,268     $ 13,606     $ 10,709

  Net earnings per share
         Basic                         $   2.88     $   2.74      $   2.33     $   1.95     $   1.44
         Diluted                       $   2.85     $   2.70      $   2.26     $   1.88     $   1.40

FINANCIAL POSITION
  Total assets                         $791,705     $798,476      $559,325     $490,563     $449,558
  Working capital                       236,213      224,967       226,190      187,521      187,971
  Indebtedness - senior                 246,289      256,110        85,614      118,245       91,262
               - senior subordinated    120,000      120,000       120,000      120,000      120,000
  Shareholders' equity                  222,554      211,770       191,008      114,191      104,743
  Shareholders' equity per
    common share outstanding              25.45        23.77         21.38        16.18        15.01

SUPPLEMENTAL FINANCIAL DATA
  Capital expenditures                 $ 23,961     $ 26,439      $ 22,688     $ 13,713     $ 10,885
  Depreciation and amortization          30,443       30,602        22,665       21,267       19,632
  R&amp;D - Company funded                   21,981       33,306        27,487       17,798       17,303
      - customer funded                  18,624       14,367        15,440       14,071       24,411
  Backlog                               345,333      336,857       314,253      280,364      243,310

RATIOS
  Net return on sales                       3.9%         3.9%          3.6%         3.0%        2.6%
  Return on shareholders' equity           11.7%        12.1%         12.6%        12.4%       10.0%
  Current ratio                            2.41         2.24          2.87         2.75        2.89
  Debt to shareholders' equity             1.65         1.78          1.08         2.09        2.02
  Long-term senior debt to
     capitalization(5)                     39.8%        40.9%         20.4%        30.3%       25.6%
  Long-term debt to capitalization(5)      60.9%        62.3%         51.1%        66.0%       65.3%
</PRE>

<P><FONT SIZE=2>(1) Includes the effects of the fiscal 1999 acquisitions and the related financing. See Note 2 to the Consolidated
Financial Statements.<BR>
(2) Includes the effects of the Class A common stock offering completed in February 1998. See Note 9 to the Consolidated
Financial Statements.<BR>
(3) Includes the effects of the October 1996 acquisition of the industrial hydraulic servocontrols business of
International Motion Control Inc.<BR>
(4) Net earnings include a $510 extraordinary loss on the early extinguishment of debt. Earnings before extraordinary
loss in 1996 were $11,219 and basic and diluted earnings per share before extraordinary loss were $1.51 and $1.47, respectively.<BR>
(5) Capitalization is equal to the sum of total long-term debt, excluding current maturities, and
shareholders&#146; equity. </FONT></P>

<HR SIZE=1 WIDTH=100% NOSHADE>
<P><B>ITEM 7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Management's Discussion and Analysis of Financial Condition and Results of Operations.</B></P>
<HR SIZE=1 WIDTH=100% NOSHADE>

<P><B><U>Overview</U></B></P>

<P>&nbsp;&nbsp;&nbsp;Moog Inc. is a leading  worldwide  designer and  manufacturer  of a broad range of high  performance  precision  motion and
fluid control  products and systems for aerospace and industrial  markets.  The Company is organized  into three  operating
segments.</P>

<P>&nbsp;&nbsp;&nbsp;Aircraft Controls designs
and manufactures technologically advanced flight and engine controls for
manufacturers of commercial and military aircraft. Moog is a supplier to several
large commercial aircraft manufacturers including Boeing Commercial Airplane
Company, Airbus Industrie, The Raytheon Company, Lockheed Martin Corporation and
Bombardier Inc. The Company currently supplies flight controls for all
Boeing&#146;s 7-series commercial aircraft and for military aircraft, including
the U.S. Navy&#146;s F/A-18 E/F Super Hornet fighter aircraft and V-22 Osprey
tiltrotor aircraft. The Company also is teamed with both competitors, Boeing and
Lockheed Martin, to build the next generation fighter aircraft for use by all
the U.S. military services known as the Joint Strike Fighter.</P>

<P>&nbsp;&nbsp;&nbsp;Space Controls, formerly
known as Satellite and Launch Vehicle Controls, designs and manufactures
controls and systems that control the flight, positioning or thrust of
satellites, NASA&#146;s Space Shuttle, solar panels and antennae, launch
vehicles, tactical and strategic missiles and ground-based telecommunication
systems. Customers include Alliant Techsystems Inc., Lockheed Martin,
DaimlerChrysler Corporation, Raytheon and Boeing. Programs on which Moog
participates include the Titan IV and Delta family of launch vehicles, the
National Missile Defense program, the Space Station and several tactical missile
programs.</P>

<P>&nbsp;&nbsp;&nbsp;Industrial Controls designs
and manufactures hydraulic and electric controls used in a wide variety of
industrial applications. Product applications include plastic injection and blow
molding machines, steam and gas turbines, steel rolling mills, fatigue testing
machines, motion simulators and gun and turret positioning and
ammunition-loading systems on military ground vehicles.</P>

<P>&nbsp;&nbsp;&nbsp;On June 15, 2000, the
Company purchased the remaining 33-1/3% minority interest of Microset Srl, an
Italian manufacturer and designer of electronic controls for industrial
machinery, for $1.1 million in cash. The Company acquired its previous 66-2/3%
shareholding in Microset Srl in December 1998.</P>

<P>&nbsp;&nbsp;&nbsp;On August 11, 2000, the
Company purchased the net assets of the industrial servovalve business of
Schenck Pegasus Corporation, for $1.9 million, of which $1.5 million was paid in
cash.</P>

<P><U><B>2000 Compared with 1999</B></U></P>

<P><I><B>Consolidated.</B></I>&nbsp;&nbsp;Sales for 2000 increased 2% to $644 million as compared to $630 million in
1999. Aircraft Controls represented $10 million of the increase principally as a
result of higher aftermarket sales, while Space Controls and Industrial Controls
each increased $2 million.</P>

<P>Cost of sales as a
percentage of sales was 69.7% in 2000 compared with 68.6% in 1999. The increase
was due primarily to the redeployment of resources in Aircraft Controls from
research and development (R&amp;D) activities to production and, to a lesser
extent, to lower margins in Space Controls as a result of the completion of the
Standard Missile II program in 1999.</P>

<P>R&amp;D expenses decreased
by $11 million in 2000 to $22 million, or 3.4% of sales. The decrease was due
primarily to reduced efforts for the development of next generation aircraft
flight controls which peaked in fiscal 1999. A portion of the costs associated
with those efforts has been redirected to either production or sales support.</P>

<P>Interest expense increased $5 million in 2000 to $33 million. Three-quarters of
the increase was attributable to higher average outstanding borrowings on
variable-rate indebtedness, resulting primarily from the financing of the 1999
first quarter acquisitions. The remainder of the increase was due primarily to
the current year increase in interest rates.</P>

<hr size=1 width=100% noshade>
<p align=center><b><font size=4>MOOG</font></b>&nbsp;INC.<BR>
Results of Operations</P>
<hr size=1 width=100% noshade>

<PRE>
                                                 Fiscal Years Ended

                           September 30,     September 25,     September 26,
(dollars in millions)               2000              1999              1998

SALES

Aircraft Controls           $        312      $       302      $        254
Space Controls                       112              110                94
Industrial Controls                  220              218               189
                            ------------      -----------      ------------
           Net sales        $        644      $       630      $        537
                            ------------      -----------      ------------

OPERATING PROFIT AND MARGINS

Aircraft Controls           $         43      $        37      $         29
                                   13.8%            12.2%             11.4%
Space Controls                        12               13                10
                                   10.8%            11.7%             10.4%
Industrial Controls                   25               23                20
                                   11.2%            10.8%             10.8%
                            ------------      -----------      ------------
   Total operating profit   $         80      $        73      $         59
                            ------------      -----------      ------------
                                   12.4%            11.6%             11.0%

BACKLOG

Aircraft Controls           $        215      $       192      $        179
Space Controls                        65               85                77
Industrial Controls                   65               60                58
                            ------------      -----------      ------------
           Total backlog    $        345      $       337      $        314
                            -------------      -----------      -----------
</PRE>

<P>Other income in 2000 includes a
$0.3 million fourth quarter gain on the sale of a 26% ownership in a Russian
controls manufacturer.</P>

<P>The Company&#146;s
effective tax rate for 2000 was 34.2% compared to 33.5% a year ago. The increase
resulted from lower U.S. tax incentives on export sales and proportionately
lower earnings in certain low tax countries.</P>

<P>For 2000, net earnings increased 4%
to $25 million compared with $24 million in 1999. Diluted EPS increased 6% to
$2.85 in 2000 compared to $2.70 last year.</P>

<P><i><B>Aircraft Controls.</B></I>&nbsp;&nbsp;Sales in Aircraft Controls increased 3% to $312 million in
2000 compared to $302 million in 1999. Aftermarket sales, which has grown to 40%
of the segment&#146;s sales in 2000 compared to 33% in 1999, increased $23
million over last year. Sales also increased $8 million related to development
work for flight controls on the Bombardier BD 100. These increases were
partially offset by anticipated declines of $13 million in OEM sales to Boeing
for commercial aircraft related to their reduced production rates and $8 million
on the F-15 fighter aircraft and $4 million on the B-2 bomber as these programs
near completion. </P>

<P>Operating margins for Aircraft Controls were 13.8% in 2000 compared to 12.2% in 1999. The improvement
in margins is attributable to increased aftermarket sales that typically carry
stronger margins and, to a lesser extent, to reductions in R&amp;D related to
the development of next generation flight controls.</P>

<p>Twelve-month backlog for Aircraft Controls was $215 million at September 30,
2000 compared to $192 million at September 25, 1999. The increase is due
primarily to the Boeing 7-series commercial aircraft, the Bombardier BD 100, and
the V-22 programs.</P>

<P><I><B>Space Controls.</B></I>&nbsp;&nbsp;Sales in Space Controls increased 2% to $112 million
in 2000 compared to $110 million in 1999. Sales of flight controls for the Space
Shuttle and Space Station Crew Return Vehicle increased $3 million while sales
on the Titan IV launch vehicle program increased $2 million, primarily related
to work performed earlier in the year. Increased sales of tactical missile
controls for the AGM 142 of $5 million and Hellfire of $2 million helped offset
sales declines of $9 million on the Standard Missile II program which was
completed in 1999.</P>

<P>Operating margins for Space
Controls decreased to 10.8% in 2000 from 11.7% last year. The decline in margins
is attributable to the shift from more mature programs such as Standard Missile
II to development programs such as National Missile Defense, Space Station Crew
Return Vehicle and newer satellite propulsion and tactical missile programs.</P>

<P>Twelve-month backlog for Space Controls was $65 million at September 30, 2000
compared to $85 million at September 25, 1999. The decrease is primarily due to
the Titan IV program nearing completion.</P>

<P><I><B>Industrial Controls.</B></I> Sales in Industrial Controls increased 1% to $220 million
in 2000 from $218 million in 1999. Had foreign currencies not weakened against
the U.S. dollar, sales would have translated into an additional $9 million over
last year. Sales for turbine controls increased by $12 million and sales of
controls for plastics machinery increased by $7 million. Partially offsetting
these increases was a $7 million decline in sales of controls for military
ground vehicles and a $4 million decrease for electric motion simulators due to
the completion of Universal&#146;s Spiderman theme park attraction.</P>

<P>Operating margins increased to 11.2% in 2000 compared to 10.8% in 1999 due to improved operating
efficiencies related to higher sales volume.</P>

<P>Twelve-month backlog for Industrial Controls was $65 million at September 30, 2000 compared to $60 million at
September 25, 1999. The increase primarily relates to growth in the turbines and
simulation businesses.</P>

<P><U><B>1999 Compared with 1998</B></U></P>

<P>&nbsp;&nbsp;<I><B>Consolidated.</B></I>&nbsp;&nbsp;Sales for 1999 were $630 million, up 17%
from $537 million in 1998. The November
1998 acquisition of Montek accounted for the majority of the increase. In the
first ten months after the acquisition, Montek had $78 million in sales, the
majority of which were controls for aircraft. Sales in 1999 also included
incremental sales of Hydrolux SARL, Moog-Hydrolux Hydraulic Systems, Inc.
(Moog-Hydrolux) and Microset Srl., which are collectively referred to as the
Acquired Industrial Businesses, totaling $24 million. Excluding the impact of
acquisitions, sales decreased by $13 million due to the winding down of the B-2
bomber and F-15 fighter aircraft programs along with declines in deliveries to
Boeing, due to their reduced production rates.</P>

<P>&nbsp;&nbsp;Cost of sales in 1999 was
68.6% of sales compared with 69.7% of sales in 1998. The improvement was due to
a favorable product mix of sales in 1999 resulting from a greater share of
aircraft flight control aftermarket sales along with a greater proportion of
work on higher margin launch vehicle and tactical missile programs. This
improvement was offset by higher cost of sales as a percentage of sales (1.4
percentage points) associated with the Acquired Industrial Businesses and the
satellite controls business.</P>

<P>&nbsp;&nbsp;Research and development
expenses increased by $6 million in 1999 to $33 million, or 5.3% of sales.
Approximately half of the dollar increase was associated with the development of
next generation flight controls. The fiscal 1999 acquisitions and efforts in
Industrial Controls related to developing the next generation direct drive valve
and turbine products accounted equally for the remainder of the increase.</P>

<P>&nbsp;&nbsp;Selling, general and
administrative (SG&amp;A) expenses were $100 million in 1999 compared to $85
million in 1998, while, as a percentage of sales, SG&amp;A remained at 15.9% of
net sales. The 1999 acquisitions accounted for over 70% of the absolute dollar
increase.</P>

<P>&nbsp;&nbsp;Interest expense increased
$8 million in 1999 to $28 million due to higher average outstanding borrowings
resulting from the indebtedness incurred to finance the first quarter fiscal
1999 acquisitions.</P>

<P>&nbsp;&nbsp;The Company&#146;s effective tax rate for 1999 was 33.5%
compared to 35.5% in 1998. The 1999 tax rate reflects higher foreign tax credit
benefits resulting from distributions from the Company&#146;s German subsidiary.</P>

<P>&nbsp;&nbsp;For 1999, net earnings
increased 27% to $24.4 million compared with $19.3 million in 1998. Diluted EPS
increased to $2.70 in 1999 compared to $2.26 in 1998.</P>

<P><B><I>Aircraft Controls.</I></B> Sales in Aircraft Controls increased 19% to $302 million in
1999 as compared to $254 million in 1998. The acquisition of Montek provided
significant growth to Aircraft Controls sales and contributed to operating
margin improvement during 1999. For the first ten months after the acquisition,
Montek contributed $63 million to Aircraft Controls sales. Approximately 80% of
Montek&#146;s aircraft controls business related to controls for commercial
airplane applications, primarily the Boeing 7-series airplanes. Also
contributing to the overall sales improvement was an increase of $20 million in
aftermarket sales from the Company&#146;s pre-acquisition businesses, primarily
related to controls for military applications. These increases were offset by
anticipated declines in sales on the B-2 bomber and F-15 fighter aircraft
programs, as they near completion, and pre-acquisition Boeing OEM business. The
Company recently began initial production on the F/A-18E/F Super Hornet and the
V-22 Osprey, which, over the long-term, will help offset the completion of the
F-15 and B-2 programs. Although the Company&#146;s total Boeing OEM business
increased in 1999 due to the Montek acquisition, reduced production rates of the
747 and 777 slowed deliveries of pre-acquisition products to Boeing.</p>

<p>&nbsp;&nbsp;Operating
margins for Aircraft Controls were 12.2% in 1999 compared to 11.4% in 1998. The
main reason for the margin improvement is the acquisition of Montek, which had
higher margins than the Company&#146;s pre-acquisition operations. Montek&#146;s
business contains a greater percentage of aftermarket sales, which typically
carry higher margins than sales to OEMs. For the first ten months after the
acquisition, 38% of Montek&#146;s sales related to spares, parts and repair
services. Including the acquisition, Aircraft Controls aftermarket sales
represented 33% of total sales in 1999 compared to 21% in 1998. This improvement
was tempered by $3 million of increased research and development costs
associated with the development of next generation flight controls.</P>

<P>&nbsp;&nbsp;Twelve-month backlog for Aircraft Controls was $192 million at September 25, 1999 compared to $179
million at September 26, 1998. The increase was due to the acquisition of
Montek, offset by lower pre-acquisition business resulting from production rate
declines at Boeing and certain military programs winding down.</P>

<P><I><b>&nbsp;&nbsp;Space Controls.</B></I> Sales in Space Controls were $110 million in 1999, up 18%
from $94 million in 1998. Sales of controls for tactical missiles increased $12
million in 1999 with 88% of that increase resulting from the acquisition of
Montek for controls on the Hellfire, TOW and AGM 142 tactical missile programs.
On the strength of the Titan IV, Delta family of launch vehicles and the
National Missile Defense system, sales of launch vehicle steering controls
increased $11 million. These increases were offset by lower sales of satellite
controls due to a general softness in the satellite market.</p>

<p>&nbsp;&nbsp;Operating margins for Space Controls were 11.7% in 1999 compared to 10.4% in 1998. Operating
margins for launch vehicle and tactical missile products improved 50% as the mix
in 1999 favored more mature production programs and significant expenditures
were made in 1998 on launch vehicle development programs. These favorable
developments were mostly offset by lower sales and margins in satellite
controls, which represents 20% of the group&#146;s sales.</p>

<p>&nbsp;&nbsp;Twelve-month backlog
for Space Controls was $85 million at September 25, 1999 compared to $77 million
at September 26, 1998. The increase relates to controls for tactical missiles
resulting from the acquisition of Montek.</p>

<p>&nbsp;&nbsp;<b><I>Industrial Controls</I>.</b>&nbsp;&nbsp;Sales in
Industrial Controls increased 15% to $218 million in 1999 from $189 million in
1998. The Acquired Industrial Businesses accounted for $24 million of the
increase. Montek, which also produced industrial servovalves, accounted for the
remainder of the Industrial Controls&#146; sales increase.</P>

<P>&nbsp;&nbsp;Operating margins for Industrial Controls were 10.8% in 1999 and 1998. An increase in margins of 2.5
percentage points in the Company&#146;s pre-acquisition businesses is
attributable to favorable product mix resulting from higher sales of electric
controls for military ground vehicles and industrial hydraulic controls in
Europe. This increase was offset by losses incurred by the Acquired Industrial
Businesses reflecting lower than anticipated sales due to a downturn in the
injection molding machinery market.</P>

<P>&nbsp;&nbsp;Twelve-month backlog for
Industrial Controls was $60 million at September 25, 1999 compared to $58
million at September 26, 1998. Decreases in orders for controls for military
ground vehicles and entertainment simulators offset backlog associated with the
Acquired Industrial Businesses and Montek.</P>

<p><b><u>Financial Condition and Liquidity</u></b></p>

<P>&nbsp;&nbsp;On October 24, 2000, the
Company amended its $340 million Corporate Revolving and Term Loan Agreement
(Credit Facility). The term loan portion of the Credit Facility, which had a
balance of $48.8 million at September 30, 2000, was increased to $75 million
with the difference added to the unused borrowing capacity of the revolving
portion of the facility. As of October 24, 2000, $100 million of unused
borrowing capacity was available under the Credit Facility. The amended Credit
Facility expires in December 2005 and requires quarterly principal payments on
the term loan of $3.75 million, which commence in December 2000. Interest on th
e amended agreement continues at LIBOR plus 200 basis points, with the margin
adjusted based on leverage.</P>

<P>&nbsp;&nbsp;Cash provided by operating
activities was $45 million in 2000 compared to $43 million a year ago. The
increase in cash from operations is due primarily to improved earnings. The
changes in provisions for losses are the result of normal ongoing reviews of
contracts, inventories and receivables. The Company expects cash from operations
in 2001 to be comparable with 2000.</P>

<P>&nbsp;&nbsp;Long-term debt decreased $3 million to $346 million at September 30, 2000. The percentage of long-term debt
to capitalization decreased to 60.9% from 62.3% at September 25, 1999. In
addition to the Credit Facility, the Company had $13 million of unused borrowing
capacity under short and long-term lines of credit at September 30, 2000.

<p>&nbsp;&nbsp;Net property, plant and equipment was $189 million at September 30, 2000 and
September 25, 1999. Capital expenditures in 2000 were $24 million compared with
depreciation and amortization of $30 million. Capital expenditures in 1999 were
$26 million compared with depreciation and amortization of $31 million. Capital
expenditures in 2001 are expected to be approximately $24 million.</P>

<P>The Company believes its
cash on hand, cash flows from operations and available borrowings under short
and long-term lines of credit, will continue to be sufficient to meet its
operating needs.</P>

<p><b><u>Quantitative and Qualitative Disclosures about Market Risk</u></b></p>

<P>&nbsp;&nbsp;The Company, in the normal
course of business, has exposures to interest rate risks from its long-term debt
obligations and foreign exchange rate risk with respect to its foreign
operations and from foreign currency transactions. To minimize these risks, the
Company periodically enters into interest rate swaps and forward contracts. The
Company does not hold or issue financial instruments for trading purposes.</P>

<P>&nbsp;&nbsp;The Company&#146;s
borrowings under variable interest rate facilities are $237 million at September
30, 2000. In order to provide for interest rate protection, the Company has
entered into interest rate swap agreements totaling $160 million, of which $80
million matures at various times through January 2001 and effectively converts
this amount to fixed-rate debt at 7.3%. The remaining $80 million matures at
various times during fiscal 2002 and effectively converts this amount to
fixed-rate debt at 8.3%. If LIBOR were to change by 10%, the impact on
consolidated interest expense from the Company&#146;s floating-rate debt would
be approximately $1 million in 2001.</P>

<P>&nbsp;&nbsp;The majority of the Company&#146;s sales, expenses and cash flows are transacted in U.S. dollars.
The Company does have some market risk exposure with respect to changes in
foreign currency exchange rates primarily as it relates to the value of the U.S.
dollar versus the Euro, the Japanese Yen and the British Pound. If foreign
exchange rates were to collectively weaken against the U.S. dollar by 10%, net
earnings would be reduced by approximately $1 million related to currency
exchange rate translation exposures and $0.5 million related to pressures on
operating margins for products sourced in non-U.S. countries.</P>

<P>&nbsp;&nbsp;The Company occasionally
uses forward contracts to reduce fluctuations in foreign currency cash flows
related to third party raw material purchases, intercompany product shipments
and intercompany loans and to reduce fluctuations in the value of foreign
currency investments in, and long-term advances to, subsidiaries. At September
30, 2000, there were no contracts outstanding.</P>

<P>&nbsp;&nbsp;In June 1998, the Financial
Accounting Standards Board issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities. Under this standard, companies are required
to carry all derivatives on the balance sheet at fair value. The accounting for
changes in the fair value (i.e., gains or losses) of a derivative instrument
depends on whether it has been designated and qualifies as part of a hedging
relationship and, if so, the reason for holding it. SFAS No. 133, as amended by
SFAS Nos. 137 and 138, is effective in the Company&#146;s first quarter of
fiscal 2001. As of September 30, 2000, the Company&#146;s exposure to
derivatives is limited to interest rate swap agreements which are highly
effective in managing the Company&#146;s interest rate exposure. A high
correlation exists between the terms of the interest rate swaps and the
underlying debt, which causes fluctuations in the fair value of the swaps to be
offset by a fluctuation in the carrying value of the underlying debt. With
respect to derivatives outstanding on September 30, 2000, the adoption of SFAS
No. 133 in fiscal 2001 is not expected to have a material impact on the
financial statements of the Company. </p>

<p><B><U>Subsequent Events </U></B></p>

<p>&nbsp;&nbsp;On October 31, 2000, the Company purchased the net assets of the Vickers Electrics
Division, an Italian manufacturer of high-performance electric drives, from
Aeroquip-Vickers S.p.A., for $9.9 million in cash.</p>

<p>&nbsp;&nbsp;On November 7, 2000, the
Company announced an agreement to purchase the net assets of the Bosch Radial
Piston Pump product line of Robert Bosch GmbH for $6.5 million in cash, plus the
assumption of $1.6 million of pension liabilities. The closing of this
transaction is subject to approval from antitrust authorities and to final
approval of the merger of Bosch and Mannesmann Rexroth AG.</P>

<P>&nbsp;&nbsp;On November 15, 2000, the
Company acquired the remaining 25% minority interest of Hydrolux SARL and
Moog-Hydrolux for $1.3 million in cash.</P>

<P><u><b>Outlook</b></u></p>

<P>Sales in 2001 are expected
to increase by 6% over 2000 to $682 million, exclusive of any revenues from the
pending acquisition of the Bosch Radial Piston Pump product line. Aircraft
Controls&#146; sales are expected to grow by 5% to $328 million primarily due to
increased production rates of the F/A-18E/F, V-22, and Boeing 7-series
commercial airplanes, and development work on regional aircraft and business
jets. Sales in Space Controls are expected to decrease by 14% to $96 million as
increases in sales of controls for satellites, tactical missiles, and the Space
Station will not fully offset the effect of the Titan IV launch vehicle program
nearing completion. Industrial Controls&#146; sales are expected to increase by
18% to $258 million due to increases in sales of turbine controls and controls
for plastics machinery and $17 million of incremental revenues from the Vickers
Electrics acquisition and $2 million from the Schenck Pegasus acquisition.</P>

<P>The operating margin for
2001 is expected to slightly increase to 12.5% from 12.4% in 2000 as higher
sales in Aircraft Controls, where margins are forecasted to increase to 14.3%,
and Industrial Controls, where margins are forecasted to increase to 11.8%, are
expected to be partially offset by a decrease in margins to 8.0% in Space
Controls as mature programs wind down. Earnings per share is projected to
increase by 9% to $3.10 in 2001.</P>

<p><b>ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk</B></P>

<P>&nbsp;&nbsp;See Item 7, Management's Discussion and Analysis of Financial
Condition and Results of Operations.</P>

<P><B>ITEM 8. Financial Statements and Supplementary Data.</B></P>

<hr size=1 width=100% noshade>
<p align=center><b><font size=4>MOOG</font></b>&nbsp;INC.<BR>
Consolidated Statements of Earnings</P>
<hr size=1 width=100% noshade>
<PRE>
                                                        Fiscal Years Ended

                                       September 30,      September 25,       September 26,
(dollars in thousands                           2000               1999                1998
except per share data)

NET SALES                              $     644,006      $   630,034         $    536,612
COST OF SALES                                448,702          432,033              374,000
                                       -------------      -----------          ------------
GROSS PROFIT                                 195,304          198,001              162,612

  Research and development                    21,981           33,306               27,487
  Selling, general and administrative        101,990          100,023               85,374
  Interest                                    33,271           28,188               20,148
  Other                                         (553)            (244)                (270)
                                       -------------      -----------          ------------
EARNINGS BEFORE INCOME TAXES                  38,615           36,728               29,873

INCOME TAXES                                  13,215           12,297               10,605
                                       -------------      -----------          ------------
NET EARNINGS                           $      25,400      $    24,431         $     19,268
                                       -------------      -----------          ------------
NET EARNINGS PER SHARE
 Basic                                 $        2.88      $      2.74         $       2.33
 Diluted                               $        2.85      $      2.70         $       2.26

</PRE>

<P>See accompanying Notes to Consolidated Financial Statements.</P>

<hr width=100% noshade>
<p align=center><font size=4><b>MOOG</b></font>&nbsp;INC.<br>
Consolidated Balance Sheets</p>
<hr width=100% noshade>

<PRE>
                                                                   As of                As of
                                                           September 30,        September 25,
(dollars in thousands except per share data)                        2000                 1999

ASSETS
  CURRENT ASSETS
   Cash and cash equivalents                                $     13,827         $      9,780
   Receivables                                                   211,463              212,279
   Inventories                                                   147,546              152,246
   Deferred income taxes                                          26,972               29,097
   Prepaid expenses and other current assets                       3,693                3,413
                                                            ------------         ------------
         TOTAL CURRENT ASSETS                                    403,501              406,815

  PROPERTY, PLANT AND EQUIPMENT                                  188,584              188,918
  GOODWILL, net of accumulated amortization of
           $22,126 in 2000 and $15,328 in 1999                   181,303              184,368
  OTHER ASSETS                                                    18,317               18,375
                                                            ------------         ------------
  TOTAL ASSETS                                              $    791,705         $    798,476
                                                            ------------         ------------

LIABILITIES AND SHAREHOLDERS' EQUITY
  CURRENT LIABILITIES
   Notes payable                                            $      1,581         $      5,831
   Current installments of long-term debt                         18,609               20,787
   Accounts payable                                               36,253               36,373
   Accrued salaries, wages and commissions                        35,191               39,167
   Contract loss reserves                                         20,916               24,741
   Accrued interest                                                9,066               10,587
   Federal, state and foreign income taxes                         8,030                9,181
   Other accrued liabilities                                      29,625               27,347
   Customer advances                                               8,017                7,834
                                                            ------------         ------------
         TOTAL CURRENT LIABILITIES                               167,288              181,848

  LONG-TERM DEBT, excluding current installments
   Senior debt                                                   226,099              229,492
   Senior subordinated notes                                     120,000              120,000
  OTHER LONG-TERM LIABILITIES                                     55,764               55,366
                                                            ------------         ------------
         TOTAL LIABILITIES                                       569,151              586,706
                                                            ------------         ------------
  COMMITMENTS AND CONTINGENCIES (Note 12)                              -                    -

  SHAREHOLDERS' EQUITY
   9% Series B Cumulative, Convertible,
   Exchangeable Preferred stock - Par Value $1.00
     Authorized 200,000 shares. Issued 100,000 shares.               100                  100
   Common Stock - Par Value $1.00
     Class A - Authorized 30,000,000 shares.
       Issued 8,427,462 shares in 2000 and 8,427,311
       shares in 1999.                                             8,427                8,427
     Class B - Authorized 10,000,000 shares. Convertible
       to Class A on a one for one basis.
      Issued 2,461,661 shares in 2000 and
       2,461,812 shares in 1999.                                   2,462                2,462

  Additional paid-in capital                                     102,639              102,778
  Retained earnings                                              157,497              132,104
  Treasury shares                                                (37,570)             (32,589)
  Accumulated other comprehensive loss                           (11,001)              (1,512)
                                                            ------------         ------------
       TOTAL SHAREHOLDERS' EQUITY                                222,554              211,770
                                                            ------------         ------------
 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                 $    791,705         $    798,476
                                                            ------------         ------------
</pre>

<p>See accompanying Notes to Consolidated Financial Statements.</p>

<hr width=100% noshade>
<p align=center><font size=4><b>MOOG</b></font>&nbsp;INC.<br>
Consolidated Statements of Shareholders' Equity</p>
<hr width=100% noshade>

<PRE>
(dollars in thousands except per share data)
                                                             Fiscal Years Ended

                                             September 30,     September 25,     September 26,
                                                     2000               1999              1998

PREFERRED STOCK                              $        100      $         100     $         100
                                             ------------      -------------     -------------
COMMON STOCK
   Beginning of year                               10,889             10,889             9,134
   Sale of Class A common stock                         -                  -             1,755
                                             ------------      -------------     -------------
   End of year                                     10,889             10,889            10,889
                                             ------------      -------------     -------------
ADDITIONAL PAID-IN CAPITAL
  Beginning of year                               102,778            102,306            47,519
  Issuance of treasury shares at less than cost      (139)              (234)             (306)
  Tax benefits related to stock option plan             -                706               190
  Sale of Class A common stock, net of issuance costs   -                  -            54,903
                                             ------------      -------------     -------------
   End of year                                    102,639            102,778           102,306
                                             ------------      -------------     -------------
RETAINED EARNINGS
  Beginning of year                               132,104            107,681            88,422
  Net earnings                                     25,400             24,431            19,268
  Preferred dividends ($.09 per share in
      2000, 1999 and  1998)                            (7)                (8)               (9)
                                             ------------      -------------     -------------
  End of year                                     157,497            132,104           107,681
                                             ------------      -------------     -------------

TREASURY SHARES, AT COST*
  Beginning of year                               (32,589)           (30,511)          (30,967)
  Shares issued related to options
    (2000 - 34,000 Class A shares;
     1999 - 53,000 Class A shares;
     1998 - 99,750 Class A shares and
            85,000 Class B shares)                    408                636             2,451
  Shares purchased
    (2000 - 115,988 Class A shares
      and 84,908 Class B shares;
     1999 - 14,858 Class A shares
      and 65,115 Class B shares;
     1998 - 57,343 Class A shares
      and 8,817 Class B shares)                    (5,489)            (2,815)           (2,145)
  Shares sold to Savings and Stock Ownership Plan
   (SSOP) (2000 - 770 Class A shares and 2,469
     Class B shares; 1999 - 2,857
     Class B shares; 1998 - 3,300 Class A shares)     100                101               150
                                             ------------      -------------     -------------
  End of year                                     (37,570)           (32,589)          (30,511)
                                             ------------      -------------     -------------
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)**
  Beginning of year                                (1,512)               614               977
  Adjustment from foreign currency translation     (9,489)            (2,126)             (363)
                                             ------------      -------------     -------------
  End of year                                     (11,001)            (1,512)              614
                                             ------------      -------------     -------------

LOAN TO SSOP
  Beginning of year                                     -                (71)             (994)
  Payments received on loan to SSOP, net of advances    -                 71               923
                                             ------------      -------------     -------------
  End of year                                           -                  -               (71)
                                             ------------      -------------     -------------

TOTAL SHAREHOLDERS' EQUITY                   $    222,554      $     211,770     $     191,008
                                             ------------      -------------     -------------
COMPREHENSIVE INCOME
  Net earnings                               $     25,400      $      24,431     $      19,268
  Adjustment from foreign currency translation     (9,489)            (2,126)             (363)
  Total comprehensive income                 $     15,911      $      22,305     $      18,905
</PRE>

<HR WIDTH=100% NOSHADE>
<P>*Class A Common Stock in treasury: 1,182,626 shares as of September 30, 2000; 1,101,418 shares as of September 25,
1999; 1,140,514 shares as of September 26, 1998.<BR>
Class B Common Stock in treasury: 960,615 shares as of September 30, 2000; 878,176 shares  as of September 25, 1999;
815,918 shares as of September 26, 1998.<BR>
Preferred Stock in treasury: 16,229 shares as of September 30, 2000 and September 25, 1999 and 5,117 shares as of
September 26, 1998.</P>

<P>**Consists solely of cumulative foreign currency translation.</P>

<p>See accompanying Notes to Consolidated Financial Statements.</p>

<hr width=100% noshade>
<p align=center><font size=4><b>MOOG</b></font>&nbsp;INC.<BR>
Consolidated Statements of Cash Flows</P>
<HR WIDTH=100% NOSHADE>

<PRE>
                                                Fiscal Years Ended

                                      September 30,    September 25,    September 26,
                                               2000             1999             1998
(dollars in thousands)

CASH FLOWS FROM OPERATING ACTIVITIES
  Net earnings                        $      25,400    $      24,431    $      19,268
  Adjustments to reconcile net
    earnings to net cash provided
    by operating activities:
   Depreciation and amortization             30,443           30,602           22,665
   Provisions for non-cash losses
    on contracts, inventories and
    receivables                              13,867            8,466           10,974
   Deferred income taxes                      3,934            2,110           (3,200)
   Other                                        278              (71)             146
   Change in assets and liabilities
    providing (using) cash, excluding the
    effects of acquisitions:
       Receivables                           (5,270)            (736)         (19,590)
       Inventories                           (5,636)         (12,156)         (20,124)
       Other assets                          (3,129)          (2,478)            (320)
       Accounts payable and
         accrued liabilities                (15,544)          (5,531)          12,403
       Other liabilities                        384               63              524
       Customer advances                        214           (2,023)             615
                                      -------------    -------------    -------------
   NET CASH PROVIDED BY
   OPERATING ACTIVITIES                      44,941           42,677           23,361
                                      -------------    -------------    -------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisitions, net of cash acquired         (1,450)        (171,710)         (20,983)
  Acquisition of minority interest           (1,051)          (2,133)               -
  Purchase of property, plant
    and equipment                           (23,961)         (25,866)         (22,527)
  Proceeds from sale of assets                  392            3,379              328
  Payments received, net of
    advances, on loan to Savings
    and Stock Ownership Plan                      -               71              923
                                      -------------    -------------    -------------
    NET CASH USED IN
    INVESTING ACTIVITIES                    (26,070)        (196,259)         (42,259)
                                      -------------    -------------    -------------
CASH FLOWS FROM FINANCING ACTIVITIES
  Net repayments of notes payable            (5,622)            (219)            (477)
  Proceeds from revolving lines of credit   158,000          258,700          126,151
  Payments on revolving lines of credit    (141,000)        (166,000)        (128,417)
  Proceeds from issuance of long-term debt        -           77,219            4,736
  Payments on long-term debt                (20,084)         (15,329)         (33,843)
  Net proceeds from the sale of common stock      -                -           56,658
  Purchase of outstanding shares
     for treasury                            (5,489)          (2,815)          (2,145)
  Proceeds from sale of treasury stock          369              503            2,295
  Other                                          (8)              (8)          (1,289)
                                      -------------    -------------    -------------
    NET CASH PROVIDED (USED)
    BY FINANCING ACTIVITIES                 (13,834)         152,051           23,669
                                      -------------    -------------    -------------
Effect of exchange rate changes
on cash and cash equivalents                   (990)            (314)              54
                                      -------------    -------------    -------------
INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS                     4,047           (1,845)           4,825
Cash and cash equivalents at
  beginning of year                           9,780           11,625            6,800
                                      -------------    -------------    -------------
Cash and cash equivalents
  at end of year                      $      13,827    $       9,780   $       11,625
                                      -------------    -------------    -------------
</PRE>

<p>See Note 11 for Supplemental Cash Flow Information.</p>

<p>See accompanying Notes to Consolidated Financial Statements.</p>


<p align=center><b>Notes To Consolidated Financial Statements</B><br>
(dollars in thousands except per share data)</p>


<p><b>Note 1 - Summary of Significant Accounting Policies</b></p>

<p>&nbsp;&nbsp;&nbsp;<b>Consolidation:</b>&nbsp;The consolidated financial statements include
the  accounts of Moog Inc.  and all of its U.S. and foreign  wholly-owned  and  majority-owned  subsidiaries  (the
Company). All significant intercompany balances and transactions have been
eliminated in consolidation.</p>

<P>&nbsp;&nbsp;&nbsp;<b>Fiscal Year:</B>&nbsp;The Company&#146;s fiscal year ends on the last Saturday in September.
The consolidated financial statements include 53 weeks for the year ended
September 30, 2000 and 52 weeks for each of the years ended September 25, 1999
and September 26, 1998. The Company believes this convention does not have a
material effect on the comparability on the financial statements for the periods
presented.</P>

<p>&nbsp;&nbsp;&nbsp;<b>Cash and Cash Equivalents:</b>&nbsp;All highly liquid investments with
an original maturity of three months or less are considered cash equivalents.</p>

<P>&nbsp;&nbsp;&nbsp;<B>Revenue Recognition:</B>&nbsp;Revenues are recognized as
units are delivered except for those
under long-term contracts. The percentage of completion (cost-to-cost) method of
accounting is followed for long-term contracts, which comprise approximately 40%
of the Company&#146;s sales. Under this method, revenues are recognized as the
work progresses toward completion. For contracts with anticipated losses at
completion, the projected loss is accrued when the loss becomes known.</P>

<P>&nbsp;&nbsp;&nbsp;<B>Inventories:</B>&nbsp;Inventories are stated at the lower-of-cost-or-market with cost determined
primarily on the first-in, first-out (FIFO) method of valuation. Consistent with
industry practice, aerospace related inventories include amounts relating to
contracts having long production and procurement cycles, portions of which are
not expected to be realized within one year.</P>

<P>&nbsp;&nbsp;&nbsp;<B>Foreign Currency Translation:</B>&nbsp;Foreign subsidiaries&#146; assets and liabilities are
translated using rates of exchange as of the balance sheet date and the
statements of earnings are translated at the average rates of exchange for the
year.</P>

<P>&nbsp;&nbsp;&nbsp;<B>Depreciation and Amortization:</B>&nbsp;Plant and equipment are depreciated principally using the
straight-line method over the estimated useful lives of the assets. Leasehold
improvements and assets under capital leases are amortized on a straight-line
basis over the term of the lease or the estimated useful life of the asset,
whichever is shorter. </P>

<P>&nbsp;&nbsp;&nbsp;Intangibles associated with acquisitions are amortized on a straight-line basis over periods
ranging from 10 years to 40 years. Long-lived assets, including intangible
assets, are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of those assets may not be recoverable. The
Company uses undiscounted cash flows to determine whether impairment exists and
measures any impairment loss using discounted cash flows.</P>

<P>&nbsp;&nbsp;&nbsp;<B>Financial Instruments:</B>&nbsp;The Company periodically uses derivative financial instruments
for the purpose of hedging currency and interest rate exposures which exist as
part of its ongoing business operations. In general, instruments used as hedges
must be effective at reducing the risk associated with the exposure being hedged
and must be designated as a hedge at the inception of the contract. Deferred
gains or losses related to any instrument designated but ultimately ineffective
as a hedge of existing assets, liabilities, or firm commitments are recognized
immediately in the statement of earnings. The interest differential to be paid
or received on interest rate swaps is recognized in the consolidated statement
of earnings, as incurred, as a component of interest expense. The Company does
not hold or issue financial instruments for trading purposes. The Company is
exposed to credit loss in the event of nonperformance by the counter parties to
the instruments. The Company, however, does not expect nonperformance by the
counter parties.</P>

<P>&nbsp;&nbsp;&nbsp;In June 1998, the Financial
Accounting Standards Board issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities. Under this standard, companies are required
to carry all derivatives on the balance sheet at fair value. The accounting for
changes in the fair value (i.e., gains or losses) of a derivative instrument
depends on whether it has been designated and qualifies as part of a hedging
relationship and, if so, the reason for holding it. SFAS No. 133, as amended by
SFAS Nos. 137 and 138, is effective in the Company&#146;s first quarter of
fiscal 2001. As of September 30, 2000, the Company&#146;s exposure to
derivatives is limited to interest rate swap agreements which are highly
effective in managing the company&#146;s interest rate exposure. A high
correlation exists between the terms of the interest rate swaps and the
underlying debt, which causes fluctuations in the fair value of the swaps to be
offset by a fluctuation in the carrying value of the underlying debt. With
respect to derivatives outstanding as of September 30, 2000, the adoption of
SFAS No. 133 in fiscal 2001 is not expected to have a material impact on the
financial statements of the Company.</P>

<P>&nbsp;&nbsp;&nbsp;<B>Use of Estimates:</B>&nbsp;The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting periods. Actual results
could differ from those estimates and assumptions. </P>

<p>&nbsp;&nbsp;&nbsp;Earnings Per Share: Basic and diluted weighted-average shares outstanding are as follows:</p>

<PRE>
- --------------------------------------------------------------------------------
                                            2000        1999           1998
- --------------------------------------------------------------------------------
Basic weighted-average shares outstanding   8,828,644   8,927,369      8,281,974
Stock options                                  72,788     112,572        220,382
Convertible preferred stock                     7,192       7,516          8,146
- --------------------------------------------------------------------------------
Diluted weighted-average shares outstanding 8,908,624   9,047,457      8,510,502
- --------------------------------------------------------------------------------
</PRE>

<p>&nbsp;&nbsp;&nbsp;Preferred stock dividends are deducted from net earnings to
calculate income available to common stockholders for basic earnings per share.</p>

<p>&nbsp;&nbsp;&nbsp;<b>Stock-Based  Compensation:</b>&nbsp;&nbsp;The Company measures
compensation  cost for stock options under the intrinsic value
method as prescribed by Accounting Principle Board Opinion No. 25.</p>

<p><b>Note 2 - Acquisitions</b></p>

<P>&nbsp;&nbsp;&nbsp;All of the Company&#146;s
acquisitions are accounted for under the purchase method and, accordingly, the
operating results for the acquired companies are included in the consolidated
statements of earnings from the dates of acquisition. Purchase price allocations
are considered preliminary until all relevant information has been obtained.
This process generally occurs over a period of time, but not longer than a year
from the acquisition date.</P>

<P>&nbsp;&nbsp;&nbsp;On August 11, 2000, the Company purchased the net assets of the industrial
servovalve business of Schenck Pegasus Corporation for $1,900, of which $1,450
was paid in cash. The industrial servovalve business has annual sales of
approximately $2,000.</P>

<P>&nbsp;&nbsp;&nbsp;On June 15, 2000, the Company purchased the remaining 33-1/3% minority interest of
Microset Srl, an Italian manufacturer and designer of electronic controls for
industrial machinery, for $1,051 in cash. On December 3, 1998, the Company had
acquired a 66-2/3% shareholding in Microset Srl for $3,500 in cash. </P>

<P>&nbsp;&nbsp;&nbsp;On November 30, 1998, the Company completed the acquisition of all the outstanding
common stock of Raytheon Aircraft Montek Company (Montek) for approximately
$160,000 in cash. Based on the final determination of the fair value of the net
assets acquired, the acquisition resulted in intangible assets of approximately
$124,300, the majority of which is being amortized over 40 years. In addition to
the customary business assets and liabilities, contract loss reserves of $25,600
related to development contracts on certain business jet programs were recorded.
At September 30, 2000, the balance of these contract loss reserves was $7,800,
the majority of which will be utilized by the end of fiscal 2001. The Company
established a $3,800 reserve for severance and other related costs associated
with expected involuntary termination of employees. The balance of the liability
at September 30, 2000 was $620. Activity during fiscal 2000 included $981 of
payments and a $1,260 reduction to the liability with a corresponding adjustment
to goodwill. The plan is expected to be completed in 2001.</P>

<P>&nbsp;&nbsp;&nbsp;On October 30, 1998, the Company acquired a 75% shareholding of Hydrolux SARL, a
Luxembourg manufacturer and designer of hydraulic power control systems for
industrial machinery, and increased its ownership to 75% of Moog-Hydrolux
Hydraulic Systems, Inc. (Moog-Hydrolux). The purchase price was $8,200 in cash,
plus the assumption of $6,400 of debt. The acquisition resulted in intangible
assets of approximately $3,300, which are being amortized over 20 years. On
November 15, 2000, the Company acquired the remaining 25% minority interest of
Hydrolux SARL and increased its ownership to 100% of Moog-Hydrolux for $1,354 in
cash.</P>

<P>&nbsp;&nbsp;&nbsp;On February 3, 1998, the Company acquired the net assets of Schaeffer Magnetics,
Inc. (Schaeffer). Schaeffer manufactures motion control devices and systems for
solar panels and antennae to the space industry. The cash purchase price was
$21,700 resulting in intangible assets of approximately $15,916, which are being
amortized over 30 years.</P>

<P>&nbsp;&nbsp;&nbsp;On December 28, 1998, the Company purchased the remaining 10% minority interest of
Moog Japan Ltd. for $2,133 in cash.</P>

<P>&nbsp;&nbsp;&nbsp;On October 31, 2000, the Company purchased the net assets of the Vickers Electrics
Division, an Italian manufacturer of high-performance electric drives with
annual sales of approximately $20,000, from Aeroquip-Vickers S.p.A. for $9,945
in cash.</P>

<P>&nbsp;&nbsp;&nbsp;On November 7, 2000, the Company announced an agreement to purchase the net assets
of the Bosch Radial Piston Pump product line of Robert Bosch GmbH for $6,500 in
cash plus the assumption of $1,600 of pension liabilities. The closing of this
transaction is subject to approval from antitrust authorities and to final
approval of the merger of Bosch and Mannesmann Rexroth AG.</P>

<p><b>Note 3 - Receivables</B></p>

<p>&nbsp;&nbsp;&nbsp;Receivables consist of:</p>

<PRE>

- ----------------------------------------------------------------------------------------
                                            September 30, 2000        September 25, 1999
- ----------------------------------------------------------------------------------------
Long-term contracts:
   Amounts billed                                $      48,984              $     41,274
   Unbilled recoverable costs and profits              102,267                   102,311
   Claims on terminated contracts                            -                       391
                                                  ------------               -----------
   Total long-term contract receivables                151,251                   143,976
Trade                                                   61,125                    67,069
Refundable income taxes                                     37                       237
Other                                                    1,306                     3,414
                                                  ------------               -----------
Total receivables                                      213,719                   214,696
Less allowance for doubtful accounts                    (2,256)                   (2,417)
- ----------------------------------------------------------------------------------------
Receivables                                      $     211,463              $    212,279
- ----------------------------------------------------------------------------------------
</PRE>

<P>&nbsp;&nbsp;&nbsp;The long-term contract amounts are primarily associated with the U.S. Government and
its prime- and sub-contractors and major commercial aircraft manufacturers.
Substantially all unbilled amounts are expected to be collected within one year.
In situations where billings exceed revenues recognized, the excess is included
in customer advances.</P>

<P>&nbsp;&nbsp;&nbsp;Concentrations
of credit risk with respect to billed receivables on long-term contracts and
trade receivables are limited to those from significant customers, which are
believed to be financially sound. Receivables from the U.S. Government and its
prime- or sub-contractors, which represented 29% of sales in 2000, were $28,593
as of September 30, 2000. Receivables from the Boeing Commercial Airplane Group,
which represented 9% of sales in 2000, were $3,600 as of September 30, 2000. The
Company performs periodic credit evaluations of its customers&#146; financial
condition and generally does not require collateral.</P>

<p><b>Note 4 - Inventories</b></p>

<p>&nbsp;&nbsp;&nbsp;Inventories consist of the following:</p>

<PRE>

- --------------------------------------------------------------------------------
                                    September 30, 2000        September 25, 1999
- --------------------------------------------------------------------------------
Raw materials and purchased parts       $       49,868           $        40,684
Work in process                                 74,430                    87,925
Finished goods                                  23,248                    23,637
- --------------------------------------------------------------------------------
Inventories                             $      147,546           $       152,246
- --------------------------------------------------------------------------------

</PRE>

<p><b>Note 5 - Property, Plant and Equipment</b></p>
<p>&nbsp;&nbsp;&nbsp;Property, plant and equipment consists of:</p>

<PRE>

- --------------------------------------------------------------------------------
                                      September 30, 2000      September 25, 1999
- --------------------------------------------------------------------------------
Land                                      $       10,609         $        10,127
Buildings and improvements                       121,648                 119,515
Machinery and equipment                          282,620                 275,640
                                          --------------          --------------
Property, plant and equipment, at cost           414,877                 405,282
Less accumulated depreciation and amortization  (226,293)               (216,364)
- --------------------------------------------------------------------------------
Property, plant and equipment             $      188,584         $       188,918
- --------------------------------------------------------------------------------
</pre>

<p>&nbsp;&nbsp;&nbsp;Assets under capital leases included in property, plant and equipment are summarized as follows:</p>

<pre>
- --------------------------------------------------------------------------------
                                      September 30, 2000      September 25, 1999
- --------------------------------------------------------------------------------
Assets under capital leases, at cost      $        6,439         $         6,577
Less accumulated amortization                     (3,994)                 (3,445)
- --------------------------------------------------------------------------------
Net assets under capital leases           $        2,445         $         3,132
- --------------------------------------------------------------------------------
</PRE>

<p><b>Note 6 - Indebtedness</b></p>

<p>&nbsp;&nbsp;&nbsp;Long-term debt consists of the following:</p>

<PRE>

- --------------------------------------------------------------------------------
                                      September 30, 2000      September 25, 1999
- --------------------------------------------------------------------------------
Credit Facility
  - revolving credit                      $      187,000         $       170,000
  - term loan                                     48,750                  67,500
International and other U.S. term loan agreements  7,495                  10,784
Obligations under capital leases                   1,463                   1,995
                                           -------------          --------------
Senior debt                                      244,708                 250,279
10% senior subordinated notes                    120,000                 120,000
                                           -------------          --------------
Total long-term debt                             364,708                 370,279
Less current installments                        (18,609)                (20,787)
- --------------------------------------------------------------------------------
Long-term debt                            $      346,099         $       349,492
- --------------------------------------------------------------------------------
</PRE>

<P>&nbsp;&nbsp;&nbsp;On October 24, 2000, the Company amended its $340,000 Corporate Revolving and Term
Loan Agreement (Credit Facility). The term loan portion of the Credit Facility,
which had a balance of $48,750 at September 30, 2000, was increased to $75,000
with the difference added to the unused borrowing capacity of the revolving
portion of the facility. As of October 24, 2000, $100,000 of unused borrowing
capacity was available under the Credit Facility. The amended Credit Facility
expires in December 2005 and requires quarterly principal payments on the term
loan of $3,750, which commence in December 2000. Interest on the amended
agreement continues at LIBOR plus 200 basis points, with the margin adjusted
based on leverage. In order to provide for interest rate protection, the Company
has entered into interest rate swap agreements totaling $160,000, of which
$80,000 matures at various times through January 2001 and effectively converts
this amount to fixed-rate debt at 7.3%. The remaining $80,000 matures at various
times during fiscal 2002 and effectively converts this amount to fixed-rate debt
at 8.3%.</P>

<P>&nbsp;&nbsp;&nbsp;The Credit Facility is secured by substantially all of the Company&#146;s U.S.
assets. The loan agreement contains various covenants which, among others,
specify minimum interest and fixed charge coverage, limit capital expenditures,
specify minimum net worth, limit leverage and restrict payment of cash dividends
on common stock.</P>

<P>&nbsp;&nbsp;&nbsp;International and other U.S. term loan agreements of $7,495 at September 30, 2000 consist
principally of financing provided by various banks to certain foreign
subsidiaries. These term loans are being repaid through 2009 and carry interest
rates ranging from 1.0% to 10.1%.</P>

<P>&nbsp;&nbsp;&nbsp;The 10% Senior Subordinated Notes (the Notes) are due on May 1, 2006. The Notes are
redeemable at the option of the Company, in whole or in part, at any time on or
after May 1, 2001 initially at 105% of their principal amount, plus accrued
interest, declining ratably to 100% of their principal amount, plus accrued
interest, on or after May 1, 2003. The Notes are unsecured, general obligations
of the Company subordinated in right of payment to all existing and future
senior indebtedness. The indenture includes certain covenants limiting, subject
to certain exceptions, the incurrence of additional indebtedness, payment of
dividends, redemption of capital stock, asset sales and certain mergers and
consolidations.</P>

<P>&nbsp;&nbsp;&nbsp;Maturities of long-term debt, as adjusted for the October 24, 2000 amendment of the Credit
Facility, are $18,609 in 2001, $17,409 in 2002, $17,318 in 2003, $15,477 in
2004, $15,035 in 2005, and $280,860 thereafter.</P>

<P>&nbsp;&nbsp;&nbsp;At September 30, 2000, the Company had pledged assets with a net book value of
$462,821 as security for long-term debt.

<P>&nbsp;&nbsp;&nbsp;The Company has both short-term lines of credit and long-term credit facilities with
various banks throughout the world. The short-term credit lines are principally
demand lines and subject to revision by the banks. These short-term lines of
credit, along with $73,726 available on the Credit Facility, provided credit
availability of $87,043 at September 30, 2000. Commitment fees are charged on
some of these arrangements based on a percentage of the unused amounts available
and are not material.</P>

<P>&nbsp;&nbsp;&nbsp;At September 30, 2000, the Company had $1,581 of notes payable to banks at an
average rate of 4.8%. During 2000, an average of $3,904 in notes payable were
outstanding at an average interest rate of 5.2%.</P>

<p>&nbsp;&nbsp;&nbsp;See Note 13 for fair values of indebtedness and interest rate swaps.</p>


<P><B>Note 7 - Employee Benefit Plans</B></P>

<P>&nbsp;&nbsp;&nbsp;The Company maintains a number of defined benefit plans covering
substantially  all employees.  The changes in projected benefit obligations
and plan assets and the funded  status of the U.S. and non-U.S. defined benefit
plans for 2000 and 1999 are as follows:</p>

<PRE>

- -----------------------------------------------------------------------------------------------------------------------
                                                      U.S. Plans                              Non-U.S. Plans
- -----------------------------------------------------------------------------------------------------------------------
                                       September 30, 2000   September 25, 1999   September 30, 2000  September 25, 1999
- -----------------------------------------------------------------------------------------------------------------------
Change in projected benefit obligation:
Projected benefit obligation
     at beginning of year                      $163,989             $160,440              $36,225             $35,030
Service cost                                      6,750                6,441                1,437               1,674
Interest cost                                    12,086               11,052                2,031               2,149
Contributions by plan participants                    -                    -                  202                 198
Actuarial losses (gains)                          1,779               (8,140)                (453)               (376)
Foreign currency exchange impact                      -                    -               (4,677)             (1,453)
Benefits paid from plan assets                   (6,331)              (5,722)                (576)               (568)
Benefits paid by Company                           (105)                 (82)                 (92)               (429)
- -----------------------------------------------------------------------------------------------------------------------
Projected benefit obligation
   at end of year                               $178,168            $163,989              $34,097             $36,225
- -----------------------------------------------------------------------------------------------------------------------
Change in plan assets:
Fair value of assets at beginning of year       $163,854            $140,022              $15,577             $13,133
Actual return on plan assets                      13,340              27,905                1,965               2,171
Employer contributions                             1,000               1,649                1,294                 863
Contributions by plan participants                     -                   -                  202                 198
Benefits paid                                     (6,331)             (5,722)                (576)               (568)
Foreign currency exchange impact                       -                   -               (1,787)               (220)
- -----------------------------------------------------------------------------------------------------------------------
Fair value of assets at end of year             $171,863            $163,854             $ 16,675             $ 15,577
- -----------------------------------------------------------------------------------------------------------------------
Funded status:                                  $ (6,305)           $   (135)            $(17,422)            $(20,648)
Unrecognized net actuarial losses (gains)        (17,103)            (18,989)              (1,294)                (376)
Unrecognized prior service cost                    6,223               7,017                  128                  141
Unrecognized initial transition (asset) obligation  (504)               (810)                 503                  759
- -----------------------------------------------------------------------------------------------------------------------
Accrued pension liability                       $(17,689)           $(12,917)            $(18,085)            $(20,124)
- -----------------------------------------------------------------------------------------------------------------------
Amounts recognized in the balance sheet consist of:
Prepaid benefit cost                            $      -            $      -             $  1,033             $    975
Accrued pension liability                        (18,176)            (13,195)             (19,118)             (21,099)
Intangible asset                                     487                 278                    -                    -
- -----------------------------------------------------------------------------------------------------------------------
Net amount recognized                           $(17,689)           $(12,917)            $(18,085)            $(20,124)
- -----------------------------------------------------------------------------------------------------------------------
</PRE>

<P>&nbsp;&nbsp;&nbsp;The following table provides aggregate information for pension plans with
accumulated benefit obligations in excess of plan assets:</P>

<PRE>

- ---------------------------------------------------------------------------
                              September 30, 2000         September 25, 1999
- ---------------------------------------------------------------------------
Projected benefit obligation      $       26,228            $        39,711
Accumulated benefit obligation            22,344                     33,921
Fair value of plan assets                  2,200                     12,505
- ---------------------------------------------------------------------------
</pre>

<p>&nbsp;&nbsp;&nbsp;  Fiscal 2000 plan assets consist primarily of publicly traded stocks,  bonds,  mutual funds, and $13,398 in Company stock,
based on quoted market prices.  The Company's  funding  policy is to contribute at least the amount  required by law in the
respective countries. The principal actuarial assumptions weighted for all defined benefit plans are:</p>

<pre>
- ----------------------------------------------------------------------------------
                                    U.S. Plans                    Non-U.S. Plans
- ----------------------------------------------------------------------------------
                                2000          1999             2000           1999
- ----------------------------------------------------------------------------------
Discount rate                   7.5%          7.5%             5.7%           5.9%
Return on assets                9.5%          9.5%             5.6%           6.5%
Rate of compensation increase   3.6%          3.6%             3.1%           4.0%
- ----------------------------------------------------------------------------------
</PRE>

<P>&nbsp;&nbsp;&nbsp;In addition, the Company maintains various defined contribution plans. Pension
expense for all plans for 2000, 1999 and 1998 are as follows:</P>

<PRE>
- ------------------------------------------------------------------------------------------------------------------
                                                            U.S. Plans                     Non-U.S. Plans
- ------------------------------------------------------------------------------------------------------------------

                                                    2000       1999        1998        2000       1999        1998
- ------------------------------------------------------------------------------------------------------------------
Service cost                                    $  6,750   $  6,441    $  4,647    $  1,437   $  1,674    $  1,569
Interest cost on projected benefit obligation     12,086     11,052       9,971       2,031      2,149       1,912
Expected return on plan assets                   (13,459)   (11,855)    (10,098)     (1,962)      (991)       (783)
Amortization of prior service cost                   794        794         575           8          7           -
Amortization of transition (asset) obligation       (305)      (305)       (305)       (287)       168         174
Recognized actuarial loss (gain)                      11        242           1         976         10        (142)
                                                --------   --------    --------    --------    -------    --------
Pension expense for defined benefit plans          5,877      6,369       4,791       2,203      3,017       2,730
Pension expense for defined contribution plans       583        510         228         548        870         865
- ------------------------------------------------------------------------------------------------------------------
Total pension expense                           $  6,460   $  6,879    $  5,019    $  2,751   $  3,887    $  3,595
- ------------------------------------------------------------------------------------------------------------------
</PRE>

<P>&nbsp;&nbsp;&nbsp;Employee and management profit share plans provide for the discretionary payment of
profit share based on net earnings as a percentage of net sales multiplied by
the employees&#146; wages, as defined. Profit share expense was $0, $5,334 and,
$8,990 in 2000, 1999, and 1998, respectively.</P>

<P>&nbsp;&nbsp;&nbsp;The Company has a Savings and Stock Ownership Plan (SSOP) which includes an Employee
Stock Ownership Plan. As one of the investment alternatives, participants in the
SSOP can acquire Company Stock at market value, with the Company providing a 25%
share match. Shares are allocated and compensation expense is recognized as the
employer share match is earned. At September 30, 2000, the SSOP owned 373,154
Class A shares and 489,418 Class B shares.</P>

<P>&nbsp;&nbsp;&nbsp;The Company provides postretirement health care benefits to certain retirees. The
change in the accumulated benefit obligation and the funded status of the plan
for 2000 and 1999 are shown below. There are no plan assets. The transition
obligation is being recognized over 20 years.</P>

<PRE>
- ----------------------------------------------------------------------------------------
                                            September 30, 2000        September 25, 1999
- ----------------------------------------------------------------------------------------
Change in Accumulated Postretirement Benefit
  Obligation (APBO)
APBO at beginning of year                    $        10,662           $        10,154
Service cost                                             183                       183
Interest cost                                          1,027                       710
Plan participants' contributions                         281                       221
Benefits paid                                         (1,668)                   (1,358)
Acquisitions                                               -                       521
Actuarial losses                                         879                       231
Plan amendments                                        2,906                         -
- --------------------------------------------------------------------------------------
APBO at end of year                          $        14,270           $        10,662
- --------------------------------------------------------------------------------------
Funded status                                $       (14,270)          $       (10,662)
Unrecognized transition obligation                     5,127                     5,521
Unrecognized prior service cost                        2,793                       172
Unrecognized losses                                    2,675                     1,931
- --------------------------------------------------------------------------------------
Accrued postretirement benefit liability     $        (3,675)          $        (3,038)
- --------------------------------------------------------------------------------------
</pre>

<p>&nbsp;&nbsp;&nbsp;The cost of the postretirement benefit plan is as follows:</p>

<pre>
- --------------------------------------------------------------------------------
                                            2000           1999             1998
- --------------------------------------------------------------------------------
Service cost                             $   183        $   183           $  152
Interest cost                              1,027            710              699
Amortization of transitional obligation      394            396              394
Amortization of prior service cost           286             19               19
Recognized actuarial loss                    134             62                -
- --------------------------------------------------------------------------------
Net periodic postretirement benefit cost $ 2,024        $ 1,370           $1,264
- --------------------------------------------------------------------------------
</PRE>

<P>&nbsp;&nbsp;&nbsp;The plan was amended during 2000 to extend the health care
benefits available to a certain group of retirees.</P>

<P>&nbsp;&nbsp;&nbsp;The assumed discount rate used in the accounting for the
plan was 7.5% in 2000 and 1999.</P>

<P>&nbsp;&nbsp;&nbsp;For measurement purposes, a 10% annual rate of increase in the per capita cost of
covered health care benefits was assumed for 2000, gradually decreasing to 5%
for 2005 and remaining at that level thereafter. A one percentage point increase
in this rate would increase the postretirement benefit obligation as of
September 30, 2000 by $443, while a one percentage point decrease in this rate
would decrease the postretirement benefit obligation by $345.</P>

<P><B>Note 8 - Income Taxes</B></P>

<P>&nbsp;&nbsp;&nbsp;The reconciliation of the provision for income taxes to the amount computed by
applying the U.S. federal statutory tax rate to earnings before income taxes is as follows:</P>

<PRE>

- ---------------------------------------------------------------------
                                       2000         1999         1998
- ---------------------------------------------------------------------
Earnings before income taxes:
  Domestic                          $23,672      $22,184      $22,009
  Foreign                            14,864       14,588        8,746
  Eliminations                           79          (44)        (882)
- ---------------------------------------------------------------------
  Total                             $38,615      $36,728      $29,873
- ---------------------------------------------------------------------
Computed expected tax expense       $13,515      $12,855      $10,456
Increase (decrease) in income taxes
 resulting from:
 Foreign tax rates                      532          297          338
 Nontaxable export sales               (622)        (943)        (800)
 State taxes net of federal benefit     412          403          501
 Foreign tax credits                   (688)        (646)        (145)
 Change in beginning of the year
   valuation allowance                 (226)         128          179
 Other                                  292          203           76
- ---------------------------------------------------------------------
Income taxes                        $13,215      $12,297      $10,605
- ---------------------------------------------------------------------
Effective income tax rate             34.2%        33.5%        35.5%
- ---------------------------------------------------------------------
</PRE>

<P>&nbsp;&nbsp;&nbsp;At September 30, 2000, certain foreign subsidiaries had net operating loss
carryforwards totaling $12,874. These loss carryforwards do not expire and can
be used to reduce current taxes otherwise due on future earnings of those
subsidiaries.</P>

<P>&nbsp;&nbsp;&nbsp;No provision has been made for U.S. federal or foreign taxes on that portion of
certain foreign subsidiaries&#146; undistributed earnings ($51,408 at September
30, 2000) considered to be permanently reinvested. It is not practicable to
determine the amount of tax that would be payable if these amounts were
repatriated to the Company.</P>

<P>&nbsp;&nbsp;&nbsp;The components of income taxes are as follows:</P>

<pre>

- ---------------------------------------------------
                        2000       1999        1998
- ---------------------------------------------------
Current:
  Federal           $ 3,880    $ 4,518     $ 8,809
  Foreign             5,105      5,487       3,897
  State                 296        182       1,099
                     ------     ------      -------
    Total current     9,281     10,187      13,805
                     ------     ------      -------
Deferred:
  Federal             4,498      2,471      (2,374)
  Foreign              (931)      (715)       (498)
  State                 367        354        (328)
                     ------     ------      -------
     Total deferred   3,934      2,110      (3,200)
- ---------------------------------------------------
Total income taxes   $13,215    $12,297     $10,605
- ---------------------------------------------------
</PRE>

<P>&nbsp;&nbsp;&nbsp;The tax effects of temporary differences that generated deferred tax assets and
liabilities are detailed in the following table. Realization of deferred tax
assets is dependent upon the generation of future taxable income during the
periods in which those temporary differences become deductible. Management
considers projected future taxable income and tax planning strategies in making
its assessment of the recoverability of deferred tax assets.</P>

<PRE>

- --------------------------------------------------------------------------------
                                    September 30, 2000        September 25, 1999
- --------------------------------------------------------------------------------
Deferred tax assets:
  Benefit accruals                         $ 15,823                $ 14,384
  Contract loss reserves not
     currently deductible                     6,462                  10,043
  Tax benefit carryforwards                   6,707                   5,258
  Inventory                                   5,043                   4,182
  Other accrued expenses                      4,610                   5,061
                                           --------                --------
    Total gross deferred tax assets          38,645                  38,928
    Less: Valuation reserve                    (377)                   (603)
                                           --------                --------
    Net deferred tax assets                $ 38,268                $ 38,325
                                           --------                --------
Deferred tax liabilities:
  Differences in bases and depreciation
  of property, plant and equipment        $  34,910               $ 29,909
  Other                                          36                     79
                                           --------                --------
    Total gross deferred tax liabilities  $  34,946               $ 29,988
- --------------------------------------------------------------------------------
  Net deferred tax assets                 $   3,322               $  8,337
- --------------------------------------------------------------------------------
</PRE>

<P>&nbsp;&nbsp;&nbsp;Net deferred tax assets are included in the balance sheet as follows:</P>

<PRE>

- --------------------------------------------------------------------------------
                               September 30, 2000        September 25, 1999
- --------------------------------------------------------------------------------
Current assets                     $       26,972           $        29,097
Other assets                                3,216                     3,341
Other long-term liabilities               (26,866)                  (24,101)
- --------------------------------------------------------------------------------
Net deferred tax assets            $        3,322           $        8,337
- --------------------------------------------------------------------------------
</PRE>

<P><B>Note 9 - Shareholders' Equity</B></P>

<P>&nbsp;&nbsp;&nbsp;Class A and Class B Common Stock share equally in the earnings of the Company, and are
identical with certain exceptions. Class A shares have limited voting rights,
with each share of Class A being entitled to one-tenth of a vote on most
matters, and each share of Class B being entitled to one vote. Class A
shareholders are entitled, subject to certain limitations, to elect at least 25%
of the Board of Directors (rounded up to the nearest whole number) with Class B
shareholders entitled to elect the balance of the directors. No cash dividend
may be paid on Class B unless at least an equal cash dividend is paid on Class
A. Class B shares are convertible at any time into Class A on a one-for-one
basis at the option of the shareholder. The number of common shares issued
reflects conversion of Class B to Class A of 151 in 2000, 170 in 1999 and 36,205
in 1998. </P>

<P>&nbsp;&nbsp;&nbsp;In early February 1998, the Company completed an offering
of Class A shares at $34.375 per share. The offering consisted
of 1,755,000 previously unissued shares sold by the Company
and 300,000 existing shares sold by the Moog Inc. Employees' Retirement Plan.</P>

<P>&nbsp;&nbsp;&nbsp;The Company is authorized to issue up to 10,000,000 shares of preferred stock.
Series B Preferred Stock is 9% Cumulative, Convertible, Exchangeable Preferred
Stock with a $1.00 par value. Series B Preferred Stock consists of 100,000
issued shares and 83,771 outstanding shares at September 30, 2000, and is
convertible into Class A Common shares (.08585 shares of Class A Common Stock
per share of Series B Preferred Stock). In fiscal 1999, 11,112 Series B
Preferred shares were converted to 954 Class A common shares. The Series B
Preferred Stock is owned primarily by officers of the Company. With respect to
any matters on which the Series B Preferred Stock is entitled to vote, all
shares will be voted in a manner determined by a majority of such shares. The
Series B Preferred Stock is entitled to vote as a class on certain takeover
transactions. The Series B Preferred Stock has a liquidation preference over
Class A and Class B Common Shares equal to $1.00 per share. The Board of
Directors may authorize, without further shareholder action, the issuance of
additional preferred stock which ranks senior to both classes of Common Stock of
the Company with respect to the payment of dividends and the distribution of
assets on liquidation. The preferred stock, when issued, would have such
designations relative to voting and conversion rights, preferences, privileges
and limitations as determined by the Board of Directors.</P>

<P>&nbsp;&nbsp;&nbsp;In February 1998, the shareholders of the Company approved the 1998 Stock Option
Plan (1998 Plan) authorizing the issuance of options for 600,000 shares of Class
A stock to directors, officers and key employees. Under the terms of the plan,
options may be either incentive or non-qualified. All options issued as of
September 30, 2000 were incentive options. The exercise price, determined by a
committee of Board of Directors, may not be less than the fair market value of
the Class A stock on the grant date. The options have a term of ten years.
Options become exercisable over periods not exceeding six years.</P>

<P>&nbsp;&nbsp;&nbsp;Had compensation expense for stock options been determined based on the fair value
of the options at the grant date, pro forma net earnings, basic earnings per
share and diluted earnings per share would have been $24,569, $2.79 and $2.76,
respectively, for 2000, $23,753, $2.66 and $2.63, respectively, for 1999 and
$18,904, $2.28 and $2.22, respectively, for 1998. The weighted-average fair
value of options granted during 2000, 1999 and 1998 was $11.82, $14.02 and
$16.61 per option, respectively. Fair value was estimated at the date of grant
using the Black-Scholes option-pricing model and the following weighted-average
assumptions: risk-free interest rates of 5.9%, 5.1% and 5.7% for 2000, 1999 and
1998, respectively, expected volatility of 33%, expected life of 7.5 years and
expected dividend yield of 0%.</P>

<P>&nbsp;&nbsp;&nbsp;The 1983 Incentive Stock Option Plan (1983 Plan) granted options on Class A shares
to officers and key employees. The Plan terminated on December 31, 1992 and
outstanding options expire no later than ten years after the date of grant. At
September 30, 2000, 84,500 options were outstanding under the 1983 Plan.</P>

<P>&nbsp;&nbsp;&nbsp;Class A shares reserved for issuance at September 30, 2000 are as follows:</P>

<PRE>
- --------------------------------------------------------------------------------
                                                                          Shares
- --------------------------------------------------------------------------------

Conversion of Class B to Class A shares                                1,501,046
1983 Plan                                                                 84,500
1998 Plan                                                                600,000
Conversion of Series B Preferred Stock to Class A shares                   7,191
- --------------------------------------------------------------------------------
                                                                       2,192,737
- --------------------------------------------------------------------------------
</PRE>

<P>Shares under option are as follows:</P>

<PRE>
                                  Class B    Weighted    Class A    Weighted
                                  Stock      Average     Stock      Average
                                  Option     Exercise    Option     Exercise
                                  Plan       Price       Plans      Price
- --------------------------------------------------------------------------------

Outstanding at
September 27, 1997                85,000     $  14.75    271,650        $   8.15

Granted in fiscal 1998                 -     $      -    155,500        $ 33.875

Cancelled or expired in
fiscal 1998                            -     $      -       (400)       $  10.50

Exercised in fiscal 1998         (85,000)    $  14.75    (99,750)       $  10.08
                                 --------                --------

Outstanding at
September 26, 1998                     -     $      -    327,000        $  19.79

Granted in fiscal 1999                 -     $      -     65,500        $  29.44

Cancelled or expired in
fiscal 1999                            -     $      -     (5,000)       $ 33.875

Exercised in fiscal 1999               -     $      -    (53,000)       $   7.46
                                 --------                --------

Outstanding at Sept. 25, 1999          -     $      -    334,500        $  23.43

Granted in fiscal 2000                 -     $      -     69,500        $ 23.875

Cancelled or expired in
fiscal 2000                            -     $      -     (6,000)       $  33.48

Exercised in fiscal 2000               -     $      -    (34,000)       $   7.51
- --------------------------------------------------------------------------------
Outstanding at Sept. 30, 2000          -     $      -    364,000        $  24.83
- --------------------------------------------------------------------------------
</PRE>

<P>&nbsp;&nbsp;&nbsp;The  weighted-average  remaining  lives of the Class A options as of September  30, 2000 are as follows:  1983 Plan - 1.5
years; 1998 Plan - 8.0 years.</P>

<P>&nbsp;&nbsp;&nbsp;As of  September  30,  2000,  prices of  options  outstanding  under  the 1983 Plan  ranged  from  $5.625 to $7.50,  with a
weighted-average  exercise price of $6.56. The price of the options  outstanding under the 1998 Plan ranged from $23.875 to
$33.875, with a weighted-average exercise price of $30.36.</P>

<P>&nbsp;&nbsp;&nbsp;Options  to  purchase  84,500  Class  A  shares  under  the  1983  Plan  were  exercisable  at  September  30,  2000 at a
weighted-average  exercise price of $6.56.  Options to purchase 86,040 Class A shares under the 1998 Plan were  exercisable
at September 30, 2000 at a weighted-average price of $33.71.</P>


<p><B>Note 10 - Segments</B></P>

<P>&nbsp;&nbsp;&nbsp;The Company&#146;s reportable segments are Aircraft Controls, Space Controls and
Industrial Controls. The determination of the Company&#146;s reportable segments
was based on an analysis of the organizational structure of the Company and its
products, as well as markets served.</P>

<P>&nbsp;&nbsp;&nbsp;Aircraft Controls designs
and manufactures technologically advanced flight and engine controls for
manufacturers of commercial and military aircraft. Moog is a supplier to several
large commercial aircraft manufacturers including Boeing, Airbus Industrie, The
Raytheon Company, Lockheed Martin Corporation and Bombardier Inc. The Company
currently supplies flight controls for all Boeing&#146;s 7-series commercial
aircraft and for military aircraft, including the U.S. Navy&#146;s F/A-18 E/F
Super Hornet fighter aircraft and V-22 Osprey tiltrotor aircraft. The Company
also is teamed with both competitors, Boeing and Lockheed Martin, to build the
next generation fighter aircraft for use by all the U.S. military services known
as the Joint Strike Fighter.</P>

<P>&nbsp;&nbsp;&nbsp;Space Controls, formerly
known as Satellite and Launch Vehicle Controls, designs and manufactures
controls and systems that control the flight, positioning or thrust of
satellites, NASA&#146;s Space Shuttle, solar panels and antennae, launch
vehicles, tactical and strategic missiles and ground-based telecommunication
systems. Customers include Alliant Techsystems Inc., Lockheed Martin,
DaimlerChrysler Corporation, Raytheon and Boeing. Programs on which Moog
participates include the Titan IV and Delta family of launch vehicles, the
National Missile Defense program, the Space Station and several tactical missile
programs.</P>

<P>&nbsp;&nbsp;&nbsp;Industrial Controls designs
and manufactures hydraulic and electric controls used in a wide variety of
industrial applications. Product applications include plastic injection and
blow molding machines, steam and gas turbines, steel rolling mills, fatigue
testing machines, motion simulators and gun and turret positioning and
ammunition-loading systems on military ground vehicles.</P>

<P>&nbsp;&nbsp;&nbsp;Segment information for the years ended 2000, 1999 and 1998
and reconciliations to consolidated amounts are as follows:</P>

<PRE>
- ----------------------------------------------------------------------------------
                                            2000           1999           1998
- ----------------------------------------------------------------------------------
Sales:
  Aircraft Controls                         $311,846       $302,108       $254,086
  Space Controls                             112,410        109,987         93,459
  Industrial Controls                        219,750        217,939        189,067
- ----------------------------------------------------------------------------------
Net sales                                   $644,006       $630,034       $536,612
- ----------------------------------------------------------------------------------
Operating profit and margins:
  Aircraft Controls                         $ 42,982       $ 36,960       $ 28,899
                                               13.8%          12.2%          11.4%
  Space Controls                              12,185         12,833          9,755
                                               10.8%          11.7%          10.4%
  Industrial Controls                         24,643         23,595         20,380
                                               11.2%          10.8%          10.8%
                                            --------         ------         ------
Total operating profit                        79,810         73,388         59,034
                                               12.4%          11.6%          11.0%
  Deductions from operating profit:
    Interest expense                          33,271         28,188         20,148
    Currency loss (gain)                         (75)           280            360
    Corporate and other expenses, net          7,999          8,192          8,653
- ----------------------------------------------------------------------------------
Earnings before income taxes                $ 38,615       $ 36,728       $ 29,873
- ----------------------------------------------------------------------------------
Depreciation and amortization expense:
  Aircraft Controls                         $ 16,955       $ 16,185       $ 10,989
  Space Controls                               3,040          3,555          2,790
  Industrial Controls                          8,040          8,639          6,946
                                            --------        -------        -------
                                              28,035         28,379         20,725
  Corporate                                    2,408          2,223          1,940
- ----------------------------------------------------------------------------------
  Total depreciation and amortization       $ 30,443       $ 30,602       $ 22,665
- ----------------------------------------------------------------------------------
Identifiable assets:
  Aircraft Controls                         $427,532       $429,914       $234,075
  Space Controls                             119,150        119,108        111,463
  Industrial Controls                        217,111        220,621        189,653
                                            --------       --------       --------
                                             763,793        769,643        535,191
  Corporate                                   27,912         28,833         24,134
- ----------------------------------------------------------------------------------
  Total assets                              $791,705       $798,476       $559,325
- ----------------------------------------------------------------------------------
Capital expenditures:
  Aircraft Controls                         $ 11,261       $  9,722       $ 11,315
  Space Controls                               3,790          6,195          1,400
  Industrial Controls                          6,952          8,241          8,520
                                            --------       --------       --------
                                              22,003         24,158         21,235
  Corporate                                    1,958          2,281          1,453
- ----------------------------------------------------------------------------------
  Total capital expenditures                $ 23,961       $ 26,439       $ 22,688
- ---------------------------------------------------------------------------------------------------------------------------
</PRE>

<P>&nbsp;&nbsp;&nbsp;Operating profit is net sales less cost of sales and other operating expenses. The deductions from operating profit are directly
identifiable to the respective segment or allocated on the basis of sales or manpower.</P>

<P>&nbsp;&nbsp;&nbsp;Sales to Boeing were $112,698, $123,254 and $108,640 in 2000, 1999 and 1998,
respectively, including sales to the Boeing Commercial Airplane Group of
$59,785, $72,768 and $56,780 in 2000, 1999 and 1998, respectively. Sales to the
U.S. Government and its prime- or sub-contractors, including military sales to
Boeing, were $184,388, $187,795 and $163,680 in 2000, 1999 and 1998,
respectively. Sales to Boeing and to the U.S. Government and its prime- or
sub-contractors are made principally from the Aircraft Controls and Space
Controls segments.</P>

<P>&nbsp;&nbsp;&nbsp;Sales and property, plant and equipment by geographic area are as follows:</P>
<PRE>

- ----------------------------------------------------------------------------------
                                                2000           1999           1998
- ----------------------------------------------------------------------------------
Sales:
  United States                             $380,728       $372,346       $319,695
  Germany                                     37,892         46,467         39,400
  Japan                                       46,574         38,046         42,902
  Other                                      178,812        173,175        134,615
- ----------------------------------------------------------------------------------
Net sales                                   $644,006       $630,034       $536,612
- ----------------------------------------------------------------------------------
Property, plant and equipment:
  United States                             $146,992       $144,583       $103,942
  Philippines                                 14,958         15,013         12,004
  Japan                                       11,629         11,152          8,913
  Other                                       15,005         18,170         14,585
- ----------------------------------------------------------------------------------
Total property, plant and equipment         $188,584       $188,918       $139,444
- ----------------------------------------------------------------------------------
</PRE>

<P>Sales by geographic region are based on where the customer is located.</P>

<P><B>Note 11 - Supplemental Cash Flow Information</B></P>

<PRE>

- ----------------------------------------------------------------------------------
                                                   2000         1999         1998
- ----------------------------------------------------------------------------------
Cash paid for:
  Interest                                       $ 34,330    $ 25,332     $ 18,842
  Income taxes                                      9,517      12,014       12,058
Non-cash investing and financing activities:
  Leases capitalized, net of terminations        $      -    $    573     $    161
  Acquisitions of businesses:
      Fair value of assets acquired              $  1,714    $226,381     $ 30,050
      Net cash paid                                 1,450     171,710       20,983
                                                 --------    --------     --------
          Liabilities assumed                    $    264    $ 54,671     $  9,067
- ----------------------------------------------------------------------------------
</PRE>

<P><B>Note 12- Commitments and Contingencies</B></P>

<P>&nbsp;&nbsp;&nbsp;The Company is engaged in administrative proceedings with governmental agencies and
legal proceedings with governmental agencies and other third parties in the
normal course of its business, including litigation under Superfund laws,
regarding environmental matters. The Company believes that adequate reserves
have been established for its share of the estimated cost for all currently
pending environmental administrative or legal proceedings and does not expect
that these environmental matters will have a material adverse effect on the
financial condition, liquidity or results of operations of the Company.</P>

<P>&nbsp;&nbsp;&nbsp;From time to time, the Company is named as a defendant in legal actions arising in
the normal course of business. The Company is not a party to any pending legal
proceedings which management believes will result in a material adverse effect
on the Company&#146;s financial condition, liquidity or results of operations,
or to any pending legal proceedings other than ordinary, routine litigation
related to its business.</P>

<P>&nbsp;&nbsp;&nbsp;The Company leases certain facilities and equipment under operating lease
arrangements. These arrangements may include fair market renewal or purchase
options. Rent expense under operating leases amounted to $12,110 in 2000,
$11,494 in 1999 and $8,810 in 1998. Future minimum rental payments required
under noncancelable operating leases are $11,665 in 2001, $10,615 in 2002,
$8,992 in 2003, $7,432 in 2004, $6,324 in 2005 and $12,107 thereafter.</P>

<P>&nbsp;&nbsp;&nbsp;The Company has $4,274 in open letters of credit at September 30, 2000. Purchase
commitments outstanding at September 30, 2000 are $6,962 for machinery and
equipment.</P>

<P><b>Note 13 - Fair Value of Financial Instruments</B></P>

<P>&nbsp;&nbsp;&nbsp;The carrying amount and the estimated fair value of the Company&#146;s financial instruments as of September
30, 2000 and September 25, 1999 for financial instruments where the carrying
amount differs from the fair value are as follows:</P>

<PRE>


- ----------------------------------------------------------------------------------------
                                               2000                    1999
                                     Carrying       Fair      Carrying       Fair
Asset (Liability)                    Amount         Value     Amount         Value
- ----------------------------------------------------------------------------------------
Interest rate swaps                $    238        $    984   $     34       $  1,171
Long-term debt                     (364,708)       (364,708)  (370,279)      (372,416)
- ----------------------------------------------------------------------------------------
</PRE>

<P>&nbsp;&nbsp;&nbsp;The fair value of interest rate swaps is the estimated amount that the Company would
receive or pay to terminate the swap agreements at the end of the year, taking
into account current interest rates.</P>

<P>&nbsp;&nbsp;&nbsp;The fair value of long-term debt was estimated based on quoted market prices.</P>

<p><B>Note 14 - Quarterly Data - Unaudited</B></P>

<P><B>Net Sales and Earnings</B></P>

<PRE>
- ---------------------------------------------------------------------------------------------------------------------
                                     Year Ended                                            Year Ended
                                  September 30, 2000                                  September 25, 1999
                   ------------------------------------------------  ------------------------------------------------
                   1st       2nd       3rd       4th                 1st       2nd       3rd       4th
                   Qtr.      Qtr.      Qtr.      Qtr.      Total     Qtr.      Qtr.      Qtr.      Qtr.      Total
- ---------------------------------------------------------------------------------------------------------------------

Net sales          $157,284  $161,061  $159,769  $165,892  $644,006  $148,444  $161,909  $160,528  $159,153  $630,034
Gross profit         48,249    49,294    47,986    49,776   195,304    45,771    51,278    50,895    50,057   198,001
Net earnings          6,318     6,255     6,326     6,500    25,400     5,627     5,994     6,322     6,488    24,431
Per share data:
   Basic           $    .71  $    .70  $    .72  $    .74  $   2.88  $    .63  $    .67  $    .71  $    .73  $   2.74
   Diluted         $    .70       .70  $    .71  $    .73  $   2.85  $    .62  $    .66  $    .70  $    .72  $   2.70
- ---------------------------------------------------------------------------------------------------------------------
</PRE>

<P>Note: Certain 2000 quarterly amounts do not add to the total due to rounding.</P>

<p>REPORT OF INDEPENDENT AUDITORS</p>

<p>Shareholders and Board of Directors of Moog Inc.:</p>

<p>We have audited the consolidated financial statements of Moog Inc. and subsidiaries listed in Item 14(a)(1) of
the annual report on Form 10-K for the fiscal year ended September 30, 2000.  In connection with our audits of
the consolidated financial statements, we also have audited the financial statement schedule listed in Item
14(a)(2) of the annual report on Form 10-K for the fiscal year ended September 30, 2000.  These consolidated
financial statements and financial statement schedule are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these consolidated financial statements and financial statement
schedule based on our audits.  We did not audit the consolidated financial statements or schedule of Moog GmbH, a
wholly owned consolidated subsidiary of the Company.  The financial statements of Moog GmbH, which we have not
audited, reflect total assets constituting 7% and 6% as of September 30, 2000 and September 25, 1999,
respectively, and total net sales constituting 10%, 11% and 12% of the related consolidated totals for the years
ended September 30, 2000, September 25, 1999 and September 26, 1998, respectively.  Those statements and schedule
were audited by other auditors whose reports have been furnished to us, and our opinion, insofar as it relates to
the amounts included for Moog GmbH for the applicable fiscal years, is based solely on the reports of the other
auditors.</p>

<p>We conducted our audits in accordance with generally accepted auditing standards in the United States of
America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing
the accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits and the reports of the other auditors provide a
reasonable basis for our opinion.</p>

<p>In our opinion, based on our audits and the reports of the other auditors, the consolidated financial statements
referred to above present fairly, in all material respects, the financial position of Moog Inc. and subsidiaries
as of September 30, 2000 and September 25, 1999 and the results of their operations and their cash flows for each
of the years in the three-year period ended September 30, 2000, in conformity with generally accepted accounting
principles in the United States of America.  Also in our opinion, the related financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all
material respects, the information set forth therein.</p>

<p>Buffalo, New York<br>
November 8, 2000</p>
<p align=right>KPMG LLP</p>

<P><B>ITEM 9.&nbsp;&nbsp; Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.</B></P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;None.</P>

<P><B>Part III</B></P>

<P><B>ITEM 10. Directors and Executive Officers of the Registrant.</B></P>

<P>&nbsp;&nbsp;&nbsp;The information required herein with respect to directors of the Company is
incorporated by reference to &#147;Election of Directors&#148; in the 2001 Proxy.</P>

<P><B>Executive Officers of the Registrant.</B></P>
<P>&nbsp;&nbsp;&nbsp;The names and ages of all executive officers of Moog are set forth on the following
page.</P>

<P>&nbsp;&nbsp;&nbsp;Other than John B. Drenning, the principal occupations of the following officers for
the past five years have been their employment with the Company. Mr.
Drenning&#146;s principal occupation is partner in the law firm of Hodgson,
Russ, Andrews, Woods &amp; Goodyear LLP.</P>

<P>&nbsp;&nbsp;&nbsp;On October 1, 1999, Robert H. Maskrey was named Executive Vice President and Chief Operating  Officer.  Previously he was
a Vice President of the Company.</P>

<P>&nbsp;&nbsp;&nbsp;On February 25, 2000, Martin J. Berardi was named Vice President and continues as a
General Manager in the Industrial Controls segment.</P>

<P>&nbsp;&nbsp;&nbsp;On February 25, 2000, Warren C. Johnson was named Vice President and continues as
General Manager of the Aircraft Group, a position he assumed in October 1999.
Previously he was Chief Engineer of the Aircraft Group. </P>

<P>&nbsp;&nbsp;&nbsp;On June 1, 2000, Timothy P. Balkin was named Treasurer. Previously he was Director of Financial Planning and Analysis.</P>

<PRE>
- --------------------------------------------------------------------------------
Executive Officers and Positions Held         Age      Year First
                                                    Elected Officer
- --------------------------------------------------------------------------------
Robert T. Brady
Chairman of the Board;
President; Chief Executive Officer;
Director; Member, Executive Committee         59           1967

Richard A. Aubrecht
Vice Chairman of the Board;
Vice President  - Strategy and Technology;
Director; Member, Executive Committee         56           1980

Joe C. Green
Executive Vice President;
Chief Administrative Officer;
Director; Member, Executive Committee         59           1973

Robert H. Maskrey
Executive Vice President;
Chief Operating Officer
Director; Member, Executive Committee         59           1985

Robert R. Banta
Executive Vice President;
Chief Financial Officer; Assistant Secretary;
Director; Member, Executive Committee         58           1983

Philip H. Hubbell
Vice President - Contracts and Pricing        61           1988

Stephen A. Huckvale
Vice President                                51           1990

Richard C. Sherrill
Vice President                                62           1991

Martin J. Berardi
Vice President                                44           2000

Warren C. Johnson
Vice President                                41           2000

Timothy P. Balkin
Treasurer                                     41           2000

John B. Drenning
Secretary                                     63           1989

Donald R. Fishback
Controller                                    44           1985
- --------------------------------------------------------------------------------
</PRE>

<p><b>ITEM 11.&nbsp;&nbsp;Executive Compensation.</b></p>

<P>The information required herein is incorporated by reference to &#147;Compensation
of Directors,&#148; &#147;Compensation Committee Report,&#148;
&#147;Compensation Committee Interlocks and Insider Participation,&#148;
&#147;Summary Compensation Table,&#148; &#147;Option Grants in Last Fiscal
Year,&#148; &#147;Aggregated Option Exercises in Last Fiscal Year and Fiscal
Year-End Option Values,&#148; &#147;Employees&#146; Retirement Plan,&#148;
&#147;Supplemental Retirement Plan&#148; and &#147;Employment Termination
Benefits Agreements&#148; in the 2001 Proxy.</P>

<p><b>ITEM 12.&nbsp;&nbsp;Security Ownership of Certain Beneficial Owners and Management.</b></p>
<p>The information required herein is incorporated by reference to the 2001 Proxy.</p>

<p><b>ITEM 13.&nbsp;&nbsp;Certain Relationships and Related Transactions.</b></p>

<p>The information required herein is incorporated by reference to the 2001 Proxy.</p>

<p><b>Part IV.</b></p>

<p><b>ITEM 14.&nbsp;&nbsp;Exhibits, Financial Statement Schedules, and Reports on Form 8-K.</b></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;Documents filed as part of this report:</p>

<PRE>
1. Index to Financial Statements.
   The following financial statements are included:

(i)  Consolidated  Statements  of  Earnings  for each of the three  years  ended
     September 30, 2000.

(ii) Consolidated  Balance  Sheets as of September  30, 2000 and  September  25,
     1999.

(iii)Consolidated  Statements  of  Shareholders'  Equity  for each of the  three
     years ended September 30, 2000.

(iv) Consolidated  Statements  of Cash Flows for each of the three  years  ended
     September 30, 2000.

(v)  Notes to Consolidated Financial Statements.

(vi) Report of Independent Auditors.

2. Index to Financial Statement Schedules.

The following Financial Statement Schedule as of and for each of the three years
ended September 30, 2000, is included in this Annual Report on Form 10-K:

II. Valuation and Qualifying Accounts.

Schedules  other than that  listed  above are  omitted  because  the  conditions
requiring  their  filing do not exist,  or because the required  information  is
provided in the Consolidated Financial Statements, including the Notes thereto.

3.  Exhibits

The  exhibits  required to be filed as part of this  Annual  Report on Form 10-K
have been included as follows:

(2)  (i) Stock  Purchase  Agreement  between Moog Inc.,  Moog  Torrance Inc. and
     AlliedSignal  Inc.,  incorporated  by  reference  to  exhibit  2.1  of  the
     Company's report on Form 8-K dated June 15, 1994.

(ii) Asset Purchase  Agreement dated as of September 22, 1996 between Moog Inc.,
     Moog Controls Inc.,  International  Motion Control Inc.,  Enidine Holdings,
     L.P. and Enidine Holding Inc.,  incorporated by reference to exhibit 2.1 of
     the Company's report on Form 8-K dated October 28, 1996.

(iii)Stock Purchase  Agreement dated October 20, 1998 between Raytheon  Aircraft
     Company and Moog Inc.,  incorporated  by  reference  to exhibit 2(i) of the
     Company's report on Form 8-K dated November 30, 1998.

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

(4)  Form of Indenture  between Moog Inc. and Fleet  National  Bank, as Trustee,
     dated May 10, 1996 relating to the 10% Senior  Subordinated Notes due 2006,
     incorporated by reference to exhibit (iv) to Form 8-K dated May 10, 1996.

(9)  (i) Agreement as to Voting,  effective  October 15, 1988,  incorporated  by
     reference  to exhibit (i) of  October  15,  1988  Report on Form 8-K dated
     November 30, 1988.

(ii)  Agreement  as to Voting,  effective  November 30,
     1983,  incorporated  by reference to exhibit (i) of November 1983 Report on
     Form 8-K dated December 9, 1983.

(10) Material contracts.

(i)  Management Profit Sharing Plan,  incorporated by reference to exhibit 10(i)
     of the  Company's  Annual  Report on Form 10-K for the  fiscal  year  ended
     September 30, 1991.

(ii) Deferred  Compensation  Plan for Directors and  Officers,  incorporated  by
     reference  to  exhibit  (i) of  November  1985  Report on Form  8-K,  dated
     December 3, 1985.

(iii)Incentive  Stock Option Plan,  incorporated by reference to exhibit 4(b) of
     the Registration  Statement on Form S-8, File No. 33-36721,  filed with the
     Securities and Exchange Commission on September 7, 1990.

(iv) Savings and Stock Ownership Plan, incorporated by reference to exhibit 4(b)
     of the  Company's  Annual  Report on Form 10-K for its  fiscal  year  ended
     September 30, 1989.

(v)  Indemnity  Agreement,  incorporated  by  reference to Annex A to 1988 Proxy
     Statement dated January 4, 1988.

(vi) 1998 Stock  Option  Plan,  incorporated  by  reference to exhibit A to 1998
     Proxy Statement dated January 5, 1998.

(vii)Form of Employment  Termination  Benefits  Agreement  between Moog Inc. and
     Robert T. Brady,  Richard A.  Aubrecht,  Joe C. Green,  Robert H.  Maskrey,
     Robert R. Banta,  Phillip H. Hubbell and Richard C. Sherrill,  incorporated
     by reference  to exhibit 10 (vii) of the  Company's  Annual  Report on Form
     10-K for the fiscal year ended September 25, 1999.

(viii) Supplemental Retirement Plan, as amended and restated,  effective October
     1, 1978 - amended  August 30,  1983;  May 19,  1987;  August  30,  1988 and
     November  11, 1999,  incorporated  by reference to exhibit 10 (viii) of the
     Company's  Annual  Report on Form 10-K for the fiscal year ended  September
     25, 1999.

(13) 2000 Annual Report to  Shareholders.  (Except for those  portions which are
     expressly incorporated by reference to the Annual Report on Form 10-K, this
     exhibit is furnished for the  information  of the  Securities  and Exchange
     Commission  and is not deemed to be filed as part of this Annual  Report on
     Form 10-K.)

(21) Subsidiaries of the Company.

Subsidiaries of the Company are listed below:

     (i)  Moog Hydrolux  S.a.r.l.,  Incorporated  in  Luxembourg,  wholly- owned
          subsidiary

     (ii) Microset S.r.l., Incorporated in Italy, wholly-owned subsidiary

     (iii)Moog AG,  Incorporated  in Switzerland,  wholly-owned  subsidiary with
          branch operation in Ireland

     (iv) Moog  Australia  Pty. Ltd.,  Incorporated  in Australia,  wholly-owned
          subsidiary

     (v)  Moog do Brasil Controles Ltda.,  Incorporated in Brazil,  wholly-owned
          subsidiary

          (a) Moog de  Argentina  Srl,  Incorporated  in  Argentina,
              wholly-owned subsidiary of Moog do Brasil Controles Ltda.

     (vi) Moog Buhl  Automation,  a branch office of Moog Inc.  operating  under
          Danish law

     (vii)Moog  Controls  Corporation,  Incorporated  in New York,  wholly-owned
          subsidiary with branch operation in the Republic of the Philippines

     (viii)  Moog   Controls  Hong  Kong  Ltd.,   Incorporated   in  Hong  Kong,
          wholly-owned subsidiary

     (ix) Moog   Controls   (India)   Private  Ltd.,   Incorporated   in  India,
          wholly-owned subsidiary

     (x)  Moog Controls Ltd.,  Incorporated in the United Kingdom,  wholly-owned
          subsidiary  with a branch  operation  in India
          (a) Moog  Norden  A.B., Incorporated in Sweden,  wholly-owned
              subsidiary of Moog Controls Ltd.
          (b) Moog OY, Incorporated in Finland,  wholly-owned subsidiary of Moog
              Controls Ltd.

     (xi) Moog Control  System  (Shanghai)  Co. Ltd.,  Incorporated  in People's
          Republic of China, wholly-owned subsidiary

     (xii)Moog  FSC  Ltd.,  Incorporated  in the  Virgin  Islands,  wholly-owned
          subsidiary

     (xiii) Moog GmbH, Incorporated in Germany, wholly-owned subsidiary
          (a)  Moog  Italiana  S.r.l.,   Incorporated  in  Italy,   wholly-owned
               subsidiary, 90% owned by Moog GmbH; 10% owned by Moog Inc.

     (xiv)Moog-Hydrolux  Hydraulic  Systems,  Inc.,  Incorporated  in New  York,
          wholly-owned subsidiary

     (xv) Moog IFSC  Ltd.,  Incorporated  in the  United  Kingdom,  wholly-owned
          subsidiary

     (xvi)Moog  Industrial  Controls  Corporation,  Incorporated  in  New  York,
          wholly-owned subsidiary

     (xvii) Moog Japan Ltd., Incorporated in Japan, wholly-owned subsidiary

     (xviii)  Moog  Korea  Ltd.,  Incorporated  in  South  Korea,   wholly-owned
          subsidiary

     (xix)Moog  Properties,   Inc.,   Incorporated  in  New  York,  wholly-owned
          subsidiary

     (xx) Moog Sarl, Incorporated in France,  wholly-owned subsidiary, 95% owned
          by Moog Inc.; 5% owned by Moog GmbH

     (xxi)Moog  Singapore  Pte. Ltd.,  Incorporated  in Singapore,  wholly-owned
          subsidiary

(23)(ii) Consent of KPMG LLP; Consent and Audit Report of PricewaterhouseCoopers
     GmbH. (Filed herewith)

(27) Financial Data Schedule. (Filed herewith)

(99) Additional Exhibits.

     Information,  Financial  Statements and Exhibits  required by Form 11-K for
     the Moog Inc. Savings and Stock Ownership Plan (to be filed by amendment).

(b)  Reports  on Form 8-K

     No  reports  on Form 8-K have been filed in the three  month  period  ended
     September 30, 2000.
</PRE>

<p align=center>MOOG INC. Schedule II<br>
Valuation and Qualifying Accounts - Three Years ended September 30, 2000<br>
(dollars in thousands)</p>

<PRE>
                                                           Additions
                                         Balance at        charged to                                     Foreign     Balance
                                         beginning         costs and                                      Exchange    at end
Description                              of period         expenses       Deductions     Acquisitions     Impact      of period

Year ended 1998:
  Reserve for contract losses            $   8,170         $   4,923      $   2,645      $    1,212       $     -      $ 11,660
  Allowance for doubtful accounts            1,594             1,782            493               -            17         2,900
  Reserve for inventory valuation           12,854             4,269          2,368               -           (68)       14,687

Year ended 1999:
  Reserve for contract losses            $  11,660         $   3,676      $  15,198      $   24,603       $     -      $ 24,741
  Allowance for doubtful accounts            2,900               876          1,777             473(1)        (55)        2,417
  Reserve for inventory valuation           14,687             3,914          4,286           2,204(1)       (529)       15,990

Year ended 2000:
  Reserve for contract losses            $  24,741         $   7,521      $  14,321      $    3,000       $    (25)    $ 20,916
  Allowance for doubtful accounts            2,417               719            759               -           (121)       2,256
  Reserve for inventory valuation           15,990             5,627          2,836               -           (854)      17,927

(1) These amounts have been restated to include all valuation accounts related to acquisitions.
</pre>

<p align=center><b>Signatures</b></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of Section 13, or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.</p>

<PRE>
                                        Moog Inc.
                                        (Registrant)
                                        Date: December 18, 2000

                                        By  ROBERT T. BRADY
                                            ----------------
                                            Robert T. Brady
                                            Chairman of the Board,
                                            President, Chief Executive Officer,
                                            and Director
                                            (Principal Executive Officer)

                                        By ROBERT R. BANTA
                                           ----------------
                                           Robert R. Banta
                                           Executive Vice President,
                                           Chief Financial Officer, and Director
                                           (Principal Financial Officer)

                                        By  DONALD R. FISHBACK
                                            -------------------
                                            Donald R. Fishback
                                            Controller
                                            (Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant.

By RICHARD A. AUBRECHT                    By  ROBERT H. MASKREY
  -----------------------                   -------------------------
   Richard A. Aubrecht                        Robert H. Maskrey
   Director                                   Director

By JAMES L. GRAY                          By  KRAIG H. KAYSER
  -----------------------                   ---------------------------------
   James L. Gray                              Kraig H. Kayser
   Director                                   Director


By JOE C. GREEN                           By  JOHN D. HENDRICK
  ------------------------                  --------------------------------
   Joe C. Green                               John D. Hendrick
   Director                                   Director

                          By ALBERT F. MYERS
                            ---------------------
                             Albert F. Myers
                             Director

</PRE>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>2
<FILENAME>0002.htm
<DESCRIPTION>ANNUAL REPORT TO SHAREHOLDERS
<TEXT>

<HTML>
<HEAD>
<TITLE> Annual Report
</TITLE>
<BODY>
<p align=center><b>Moog</b><p>
<p align=center>The Power of Perfect Motion</p>
<p align=center><b>Annual Report 2000</b></p>

<p>Moog is a worldwide manufacturer of precision control components and systems. Moog's high performance actuation products control
military and commercial aircraft, satellites and space vehicles, launch vehicles, missiles, and automated industrial machinery.</p>

<p>Content</p>
<PRE>
Financial Highlights        1
Letter to Shareholders      2
Moog Technology             4
Aircraft Controls           6
Space Controls             10
Industrial Controls        14
Acquisitions               18
Worldwide Locations        19
Directors and Officers     20
Form 10K                   21
Investor Information       50
</pre>

<p align=center>Financial Highlights</p>

<pre>
Fiscal Year                    2000
Net Sales                      $644,006
Net Earnings                     25,400
Net Earnings Per Share            $2.85
Total Assets                    791,705
Indebtedness - Senior           246,289
             - Subordinated     120,000
Shareholders' Equity            222,554
Capital Expenditures             23,961
Depreciation and Amortization    30,443
Backlog                         345,333

Fiscal Year                     1999
Net Sales                       $630,034
Net Earnings                      24,431
Net Earnings Per Share             $2.70
Total Assets                     798,476
Indebtedness - Senior            256,110
             - Subordinated      120,000
Shareholders' Equity             211,770
Capital Expenditures              26,439
Depreciation and Amortization     30,602
Backlog                          336,857

Fiscal Year                      1998
Net Sales                        $536,612
Net Earnings                       19,268
Net Earnings Per Share              $2.26
Total Assets                      559,325
Indebtedness - Senior              85,614
             - Subordinated       120,000
Shareholders' Equity              191,008
Capital Expenditures               22,688
Depreciation and Amortization      22,665
Backlog                           314,253

Fiscal Year                       1997
Net Sales                         $455,929
Net Earnings                        13,606
Net Earnings Per Share               $1.88
Total Assets                       490,563
Indebtedness - Senior              118,245
             - Subordinated        120,000
Shareholders' Equity               114,191
Capital Expenditures                13,713
Depreciation and Amortization       21,267
Backlog                            280,364

Fiscal Year                        1996
Net Sales                          $407,237
Net Earnings                         10,709
Net Earnings Per Share                $1.40
Total Assets                        449,558
Indebtedness - Senior                91,262
             - Subordinated         120,000
Shareholders' Equity                104,743
Capital Expenditures                 10,885
Depreciation and Amortization        19,632
Backlog                             243,310
                         (dollars in thousands except per share data)
</pre>

<p>Graphs inserted which show sales, operating profit and net earnings in millions
of dollars as follows:</p>

<pre>
                      FY 2001         FY 2000            FY 1999          FY 1998
                      Projected
Sales                 682             644                630              537
Operating profit      85.2            79.8               73.4             59.0
Net earnings          27.5            25.4               24.4             19.3
</pre>

<p><b><font size=4>Chairman's Letter</font></b></p>
<p>To Our Shareholders, Employees, and Friends: </p>

<p><i>Fiscal '00 was an uphill climb, '01 looks good.</i></p>

<p>Our earnings per share in fiscal 2000 were $2.85, a 6% increase over fiscal '99.
This is the first time since &#145;95 that our increase was not in double digits, but it was achieved
when sales grew by only 2% and, as a result, was more of a challenge than the
bigger increases of recent years. It&#146;s a lot tougher to improve the bottom
line when the top line&#146;s not moving much.</p>

<p>It wasn&#146;t that our businesses weren&#146;t growing in fiscal 2000.
In fact, we had a lot of contributors to the top line. In the Aircraft business,
there were solid revenue increases on the F-18, in flight controls for
business jets, and particularly in aftermarket revenues, both military and
commercial. However, the wind down of the F-15 and the B-2, and the decline in
Boeing&#146;s commercial production rates offset most of these gains.</P>

<p>We had big sales increases in some of our Industrial product lines, principally
controls for gas turbines and plastic-making machinery. But the big decline in
the Euro, compounded by the completion of the Universal simulator project and a
downturn in vehicle controls offset those increases. Were it not for these program
reductions and the change in the Euro, total sales in fiscal 2000 would have increased by 10%.</P>

<p>We're in for an easier ride in fiscal 2001. Production rates continue to increase
on the F-18 and V-22. We're seeing an upturn at Boeing Commercial, and
aftermarket activity is brisk. The only major program completion, Titan IV, will
occur in Space Controls. That impact will be offset by industrial acquisitions
and the continued growth in controls for turbines and injection molding
machines. Overall, we believe sales will increase by at least 6%. </p>

<p><b><i>Our Market Position Strengthens</i></b></p>

<p>When we look beyond the financials, there were several milestones in fiscal
2000 that strengthened our position in major markets.  We delivered flight control
actuation for Boeing's and Lockheed Martin's Joint Strike Fighters (JSF). Both
aircraft have begun flight-testing and, regardless of  which entry prevails in the
winner-take-all competition, the production program will mean a lot of business for Moog. </p>

<p>Just as we have a position on both JSF&#146;s, we&#146;re also designing actuation
systems for two new business jets: Raytheon&#146;s Hawker Horizon and Bombardier&#146;s BD100.
Business jets are a new emphasis for us, triggered by our acquisition in &#145;98 of Raytheon&#146;s
Montek Division.</p>

<p>In Space Controls, which includes satellites, their launchers,
and strategic and tactical missiles, we had similar successes. Critical design
reviews for our first propellant and pressurant manifolds for Lockheed
Martin&#146;s A2100 satellite bus were completed, and we have now begun
delivering thruster and latch valves under long-term agreements with Astrium for
the Eurostar satellites. Qualification of electromechanical thrust vector
controls for Delta IV&#146;s series of launch vehicles was completed and, in the
missile business, we delivered actuators for the first flight of the National
Missile Defense booster rocket. We also began production of a fin control
package for the AGM-142 missile.</P>

<p>In our Industrial business, actuation for gas turbines was the fastest-growing
product line. We also had a bang-up year providing servovalves for manufacturers
of injection molding machines, particularly those that produce compact discs and digital video
discs.</p>

<p>So, in many ways, fiscal 2000 was better than it appeared.  It provided us the
opportunity to continue development of customized, high-performance subsystems
for markets ranging from fighter aircraft and telecom satellites to power-generating turbines.</p>

<p><b><i>Industry Consolidation Brings Benefits</i></b></p>

<P>Fiscal 2000 also presented us with some fortuitous acquisitions. Their names
are Schenck Pegasus, Casella,
and Bosch, and they&#146;re described in some detail on page 18. In each case,
they became available as a result of market consolidation - a dominant theme in
the corporate world today. The sale of Carl Schenck AG, a multi-national German
manufacturer, triggered a strategic review that put their subsidiary, Schenck
Pegasus, on the market. Eaton Corporation bought Vickers and decided to
concentrate only on hydraulics. Hence, Vickers Electric Systems (Casella) came
on the market. Then, Bosch and Rexroth decided to merge and were required by antitrust officials
in Europe to sell Bosch's radial piston pump business.  All of these transactions
provided the opportunity for us to strengthen or broaden our product portfolio.</p>

<p>As we see it, the pressure for big company mergers and consolidation continues.
In addition to providing acquisition candidates for us, it has another important
impact. As UTC buys Sundstrand, GE buys Honeywell, Danaher buys Kollmorgen, and
Bosch merges with Rexroth, our kind of specialized and customized high-performance
actuation becomes a less important focus for them and a more
distinctive capability for us. Our target markets are now increasingly
receptive to our product offerings. </p>

<p><b><i>Our Business is Truly Global</i></b></p>

<p>You might also note that the  above-mentioned  trio of acquisitions  reflects
the global  nature of our  Company.  In  Aircraft,  our flight  controls  are on
fighter  aircraft  in the  U.S.,  Europe,  and Asia.  We  supply to both  Boeing
Commercial  and Airbus,  and we support  airlines all over the world.  Our Space
Controls customers are equally diverse and, in Industrial, our business is twice
as big outside the U.S. as inside.  The  initiative  taken by Bill Moog 35 years
ago to make Moog an  international  company  turned out to be a crucial  step in
securing our long-term viability. </p>

<p><b><i>Productivity Improvement is Essential</i></b></p>

<p>In  addition  to merger and  acquisition  activity,  one of the other  common
denominators in today's global market is the pressure for price  reductions.  It
is a major cultural  change from a time when we could pass on wage inflation and
material cost increases to our  customers.  Despite the pressure for low prices,
we&#146;ve  been able to improve our margins.  This has been achieved  through a
broad-based  productivity-improvement  effort underway throughout Moog. From our
customers,  as well as others,  we&#146;ve  learned a number of  techniques  for
improving the way work is performed.  In all cases, the  improvements  depend on
the  willingness  of our  employees to embrace  changes in processes  with which
they&#146;ve grown comfortable - and change can be scary. Nevertheless, we forge
ahead,  and it&#146;s  the strength of this  commitment on the part of every man
and woman in the  Company  that  allows  us to keep  pace  with the  conflicting
requirements of reduced prices for our customers and improved  profitability for
our shareholders.</P>

<p><b><i>And Now for 2001</i></b></p>

<p>Historically, our Company has projected sales but not earnings. In the spirit
of the SEC's new emphasis on full  disclosure,  we're now projecting  both. Here
are our  estimates for fiscal 2001:  Total sales of $682  million,  $692 million
including the Bosch acquisition, and net earnings of $27.5 million, or $3.10 per
share. That represents a 9% earnings gain - an increase  that&#146;s
close  to  double   digits  and,   hopefully,   the  beginning  of  yet  another
record-breaking streak.</P>

<p>Respectfully submitted,<br>
R.T. Brady </p>

<p><font size=4><b>Moog Technology</b></font></p>

<p>Everyone appreciates the breathtaking  advancement in computers and software.
Just as computers have  revolutionized  information  technology,  they have also
revolutionized controls in aircraft,  satellites and industrial machinery.  This
phenomenon works in our favor. Our principal  products are  servoactuators  that
take the information  generated by computers and then make something happen. The
inputs to our  products  are tiny  electrical  signals  emanating  from  control
computers.  Advancements in computer  technology enhance the capabilities of our
products and their relevance in  today&#146;s  industrial  society.  The diagram
below describes  conceptually the relationship  between the control computer and
our servoactuator.</P>

<p><b>For those interested in a more detailed description:</b></p>

<p>An electrohydraulic servocontrol system consists of six elements indicated in
the diagram below:  control electronics which may be a computer,  microprocessor
or guidance  system and which create a command  input signal;  a  servoamplifier
which provides a low power  electrical  actuating signal which is the difference
between  the command  input  signal and the  feedback  signal  generated  by the
feedback  transducer;  a servovalve  which responds to this low power electrical
signal  and  controls  the high power flow of  hydraulic  fluid to an  actuation
element  such  as a  piston  and  cylinder  which  positions  the  device  being
controlled;  and a power  supply,  generally an electric  motor and pump,  which
provides  the  flow  of  hydraulic  fluid  under  high  pressure.  The  feedback
transducer  measures the output of the system and converts this measurement into
a  proportional  signal which is sent to the  servoamplifier.  The concepts are
similar in electromechanical systems wherein an electric drive and ballscrew are
used instead of a servovalve and actuator.</P>

<p><b>Electrohydraulic Servocontrol Actuation</b></p>

<p>This  cutaway of an actuator shows the piston which moves inside the cylinder
in response  to the  pressure  and flow  control of the  servovalve.  The piston
extends and retracts,  providing the motion or force  commanded by the computer.
</p>

<p><b>Aircraft Controls </b></p>

<p>Moog's aircraft business has three major elements: flight controls and engine
controls  for  both  military  and  commercial  aircraft,   and  the  associated
aftermarket  spares and  repairs.</p>

<p>Long-term  procurements  for jet fighters and
helicopters   characterize   Moog&#146;s  military  business.   From  the  early
supersonic  SR-71  Blackbird to the B-2 Stealth  bomber,  Moog  engineering  has
guaranteed that U.S. aircraft will be faster, more maneuverable,  more reliable,
and less detectable. Two  high-performance  aircraft,  the F/A-18E/F  Super  Hornet,  and the V-22
Osprey lead Moog's list of long-term production  programs,  while both the Joint
Strike Fighter and the RAH-66 Comanche helicopter are in their early development
phases.</p>

<p>On  the  commercial  side,  Moog&#146;s  products  emphasize  technical
excellence,  reliability,  and low cost.  In early 2000,  the Boeing  Commercial
Airplanes Group named Moog a "Supplier  of the Year" and
commended us for "being  a  customer-focused  company that  embraces
Boeing  initiatives".  Through  aggressive  product  development  and
strategic  acquisitions,  Moog has become a dominant  supplier of flight control
actuation for the Boeing 7-series  aircraft and, as a result,  participates in a
vibrant commercial aftermarket.</P>

<p><b>Aircraft Controls </b></p>

<p>Military Aircraft - 23% of '00 Sales &nbsp;&nbsp;FY '01 Forecast Sales: $152 Million<br>
Commercial Aircraft - 26% of '00 sales &nbsp;&nbsp;FY '01 Forecast Sales: $176 Million</p>

<p>As Moog's scope of original equipment has grown, so have the opportunities in our aftermarket business. Today, Moog hardware can
be found on nearly every commercial jet transport in operation. Serving over 350 worldwide airlines, our team of sales engineers
circles the globe ensuring one-on-one relationships with each of our customers.</p>

<p>Our military aftermarket business is also robust.
With Moog equipment on almost every U.S. and  allied jet fighter flying today, we are selectively exploring high-potential depot
opportunities. </p>

<pre>

Products

*  Primary and secondary flight control  actuation using hydraulic,  mechanical and
   electrohydrostatic technologies
*  Flight control servovalves
*  Engine control servovalves and servoactuators
*  Engine thrust vector control actuation systems
*  Electronic controllers for actuation systems
*  Stabilizer trim controls and multi-axis feel and trim systems
*  Active vibration control systems
*  Wingfold and weapons bay actuation systems
*  Electric gun turret controls
*  Main rotor and tail rotor actuators for helicopters


Major Programs

Military Aircraft:
*  F/A-18E/F, V-22, F-16, F-22, Japanese F-2, Korean T-50, Joint Strike Fighter,
   C-27J, C-295, Tornado, Eurofighter-Typhoon

Large Commercial Airplanes:
*  Boeing 737, 747, 757, 767, 777, Airbus A330/A340

Regional Aircraft:
*  DHC-8-400

Business Jets:
*  Citation X, Premier 1, Hawker Horizon, Gulfstream IV, BD100, Challenger 604,
   Global Express

Military and Commercial Helicopters:

*  Blackhawk, Seahawk, RAH-66, EH-101, S-92, AH-64

Military Engine Controls:
*  F-404, F-414, F-110, F-119, EJ200, AE2100, T406, RTM322

Commercial Engine Controls:
*  CF-6, GE90, V2500, RB211 and Trent, Honeywell APU's, PW 901


Competitive Advantages
*  Unparalleled experience in design of primary and secondary flight control
   actuation, both in the U. S. and overseas
*  Complete actuation system integration capability
*  State-of-the-art technology in flight controls, engine controls, and active
   vibration
*  World-class manufacturing facilities staffed with skilled, experienced, and
   dedicated work force
*  Focused, highly-responsive aftermarket support organization


Competitors
Electrohydraulic Actuation:
*  Parker Hannifin, Teijin Seiki, Dowty, Lucas, Liebherr

Mechanical Actuation:
*  Curtiss-Wright, Dowty, Lucas, Liebherr, Hamilton Sundstrand

Strategies &amp; Initiatives
*  Maintain leading-edge technology in flight control, engine control and active
   vibration controls
*  Offer our customers complete actuation system packages
*  Align business plans with customer objectives
*  Partner with prime contractor R&amp;D centers
*  Aggressively pursue cost and cycle time reductions using lean initiatives in
   all areas of our business
*  Maintain the world's most responsive aftermarket support services


Market Developments
*  F/A-18E/F and V-22 continue ramp up in production
*  Boeing production rate increases moderately, outlook is positive
*  RAH-66 Comanche EMD begins - an important step toward production
*  V-22 selects our active vibration control system
*  Raytheon Premier nearing certification - heading toward production
*  1st aircraft hardware delivered on Hawker Horizon
*  Both JSF's begin flight testing
</pre>

<p>Graphs inserted which show Aircraft Controls sales and operating profit in
millions of dollars as follows:</p>

<pre>
                        FY 2001       FY 2000       FY 1999        FY 1998
                        Projected
Sales                   328           312           302            254
Operating Profit        47.0          43.0          37.0           28.9
</pre>

<p><b><font size=4>Space Controls</font></b></p>

<p>Moog's space business includes controls for satellites and space vehicles, launch vehicles, and strategic and tactical missiles.
Their technological heritage dates back 50 years, when Moog controls were used on North
America&#146;s first guided missiles.</p>

<p>In the satellite and space vehicles
category for '00, we had slightly better revenues than &#145;99 due
to sales of flight controls for the Space Shuttle and pointing mechanisms for
the telecommunications industry. Increases in orders for both of these product
lines will boost revenues in &#145;01.</p>

<p>Launch vehicles had their highest sales
ever in &#145;00 and accounted for almost 7% of sales. Unfortunately, this will
not be repeated in &#145;01. Titan IV, the largest of the programs in this
category, is basically finished with no programs of comparable scale to take its
place. The shift away from older more mature programs like Titan IV to
development programs like NMD will be reflected not only in lower sales in
&#145;01 but in lower margins as well.</P>

<p>In the missiles category, sales in '00 were basically flat and are forecasted to remain steady for several years to come. Although
there are many small programs in this group, three large programs dominate: Hellfire, TOW, and AGM-142. </p>

<p>Space Controls: 17% of '00 Sales&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;FY '01 Forecast Sales: $96 Million</p>

<p>Technology that we provide for terrestrial telecommunications, including pointing mechanisms and solar array drives, was first used
on orbiting satellites.</p>

<p><font size=4><b>Space Controls</b></font></p>

<pre>
Products
*  Thrust vector control actuation
*  Steering control systems for space vehicles
*  Thruster valves, isolation valves, regulators, and integrated manifolds for
   satellite propulsion control
*  Electric propulsion propellant management systems for satellites
*  Solar array drives, antenna pointing mechanisms, and precision instruments
*  Fin controls for missiles


Major Programs
Satellite Propulsion:
*  HS-601, HS-702, A2100, LS-1300, Eurostar, SpaceBus

Launch Vehicle Steering and Propulsion Controls:
*  Titan IV, Atlas Centaur, Ariane 5, Space Shuttle, Delta IV, Pegasus,
   X-38 Crew Return Vehicle, Hyper X Space Plane

Space Station Components:
*  Fluid quick disconnect couplings, truss assembly actuators

Electric Propulsion:
*  Propellant Management Assembly for Loral
*  NASA Deep Space One Xenon Feed System
*  Hughes XIPS Regulator

Satellite Motion Control:
*  BCP-2000, LS-1300, SA-200, SpaceBus
*  Japanese Experimental Module Space Environment Data Acquisition / Extension
   Mast (SEDA/EM)
*  SOFIS instrument on GCOM satellite
*  Nanometer actuators for the Advanced Mirror System Demonstrator program

Missile Steering Controls:
*  NMD, THAAD, VLASROC, Maverick, Patriot, Aspide, Sea Dart, Penguin, Aster 15
   and 30, Arbizon, MQM 170-B, C-22 Drone, Hellfire, Longbow, AGM-142, TOW Fire
   &amp; Forget, APKWS, NetFires, E-Squared, Tactical Tomahawk, Have Lite,
   Trident II (D-5), Minuteman III

Competitive Advantages
*  Unparalleled experience in design and manufacture of electric and hydraulic
   launch vehicle steering controls and satellite propulsion controls
*  Leading edge technology in electric propulsion
*  The most extensive experience in satellite mechanisms for a variety of space
   flight applications including articulation of satellite solar arrays and
   antennas
*  World-class manufacturing facilities staffed with skilled, experienced, and
   dedicated work force


Competitors
Launch Vehicle and Missile Steering Controls:
*  Honeywell, HR Textron, Parker, MPC, Lucas

Satellite Propulsion Controls:
*  Vacco, PerkinElmer

Launch Vehicle Propulsion Controls:
*  Honeywell, Marotta, Ketema

Satellite Motion Controls:
*  Tecstar, Honeywell, MPC


Strategies &amp; Initiatives
*  Continue the advance of electromechanical controls for launch vehicles and
   missiles
*  Increase use of automated test stands to reduce costs
*  Continue implementation of next-generation cleanliness equipment and
   techniques
*  Move from components to subsystems for GEO satellites
*  Support satellite and launch vehicle manufacturers on a worldwide basis


Market Developments
*  National Missile Defense testing is a high priority for DoD
*  Competition between Delta IV and Atlas V continues-Moog is baselined on
   both teams
*  Prospects for LEO satellite constellations are on hold and GEO satellite
   construction bounces back to historical levels
*  Long-term supply agreements signed with worldwide satellite and thruster
   manufacturers
*  THAAD missile entering engineering/manufacturing development phase
</pre>

<p>Graphs inserted which show Space Controls sales and operating profit in millions
of dollars as follows:</p>

<pre>
                    FY 2001        FY 2000        FY 1999       FY 1998
                    Projected
Sales               96             112            110           94
Operating profit    7.7            12.2           12.8          9.7
</pre>

<p><font size=4><b>Industrial Controls</b></font></p>
<p>We describe our industrial segment in two categories:<br>
hydraulic  servocontrols and electric controls.  In '00, sales for the electrics
were  down  20%  due to the  completion  of two  large  programs:  one  for  the
entertainment  industry and another in the ground vehicle applications area. The
decrease is temporary,  however.  Late in '00, Moog completed the acquisition of
Eaton's high performance  electric drives business in Casella,  Italy which will
double our sales in this product line. Organic growth is expected to increase as
well,  bringing  total  electric  sales  to over  11% of  total  company  sales.</p>

<p>Hydraulics  in '00 enjoyed their highest  revenues  ever.  Reaching 25% of total
company-wide  sales,  this  category  was  lifted  by strong  increases  in both
turbines and plastics,  the largest product lines in the group.  In fact,  sales
for nearly all programs in industrial  hydraulics  grew.  Prospects for '01 show
strength as well with double digit increases projected for the group. </p>

<p>Industrial Hydraulics: 25% of '00 Sales&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;FY '01 Forecast Sales: $180 Million<br>
Electronics &amp; Drives:  9% of '00 Sales &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;FY '01 Forecast Sales: $78 Million</p>

<p>Moog's  hydraulic turbine  controls have had double digit growth since their inception in 1996 due
primarily to U.S.  commercial  power  generation  markets.</p>

<p><font size=4><b>Industrial  Controls</b></font></p>

<pre>
Products
Hydraulics:
*  Every type of servovalve and proportional valve
*  Actuation packages - high  performance and application specific
*  Customized, integrated manifold packages


Electromechanical:
*  Brushless servomotors and programmable servo drives
*  Electromechanical servoactuator packages (linear and rotary)
*  Electronic controls for specialized automated machinery
*  Electrically-actuated motion simulators and platforms


Major Applications
Hydraulics:
*  Electrical feedback servovalves for control of clamp and injection operations
   on plastic injection molding equipment
*  Mechanical feedback and direct drive valves for parison control and
   electrical feedback valves for motion control in plastic blow molding
   machines and for control of rolls in paper machinery
*  Fuel metering and vane actuation controls for gas turbines
*  Steam bypass and override controls for steam turbines
*  Hydraulic actuators and servovalves for fatigue testing systems
*  Electrical and mechanical feedback servovalves for coil box, gauge control,
   mold oscillator, side guide, and down coiler control of steel and aluminum
   mill equipment
*  Vane and nozzle positioning of water turbines
*  Formula I race car control systems
*  Six-degree-of-freedom entertainment motion platforms with 2,000 to 9,000
   pound capacities


Major Applications
Electromechanical:
*  Electric drives for assembly robots, metal forming machines, material
   handling robots and packaging machines
*  Custom controls for carpet tufting machines
*  Full performance total machine controllers for injection molding and
   blow molding machines
*  Electric and hydraulic gun positioning and ammunition-handling actuation for
   military vehicles, helicopters, and naval systems
*  Tilting controls for high-speed trains
*  Four-and six-degree-of-freedom motion platforms with capacities between 2,000
   and 13,000 pounds for the entertainment and vehicle driver-training markets
*  Custom entertainment platforms for theme parks
*  Electric actuation for control of injection and blow molding machines
*  Fuel metering and vane actuation controls for gas turbines
*  Adaptive control for automatic profiling in injection molding
*  Control loading and motion platform actuators for flight training and
   entertainment simulators


Competitive Advantages
*  Leading-edge technology in industrial automation
*  Well-developed application knowledge of motor control in target markets
*  Worldwide systems engineering to optimize custom solutions
*  Focus on product reliability supported by worldwide service facilities
*  World-class manufacturing facilities staffed with skilled, experienced, and
   dedicated work force


Competitors
Servovalves:
*  Bosch/Rexroth

Electric Drives:
*  Indramat, Danaher, MTS

Electric Simulators:
*  Fokker, Hydraudyne


Strategies &amp; Initiatives
*  Continue development of leading-edge technology
*  Pursue system integration of our products in selected market applications
*  Consolidate production in global manufacturing centers
*  Focus factories and processes to shorten lead times
*  Expand global capabilities for support and service
*  Initiate market specific electromechanical controls packages
*  Speed new product introduction through enhanced project systems and skills
*  Develop strategic sourcing skills to manage national offset requirements


Market Developments
*  Turbine controls provide rapid revenue growth
*  Plastics machinery market growth levels out and electromechanical controls
   gain acceptance especially in high volume smaller machines
*  Full flight simulator training market begins consideration of electric
   actuation
*  General Dynamics Armament Systems selects Moog as its motion controls
   supplier for helicopter, naval, and ground systems
*  Awarded long-term contract for electric tilting of high speed trains
*  Electric drive upgrades for hydraulic turrets on military vehicles
*  Largest military vehicle customer signs contract for multiple follow-on
   programs
*  Bosch acquisition of Rexroth continued consolidation within brushless servo
   motors and drives
</pre>

<p>Graphs inserted which show Industrial Controls sales and operating profit in millions
of dollars as follows:</p>

<pre>
                     FY 2001       FY 2000       FY 1999       FY 1998
                     Projected
Sales                258           220           218           189
Operating Profit     30.5          24.6          23.6          20.4
</pre>

<p><font size=4><b>Acquisitions</b></font></p>

<p>Moog's acquisition  strategy has been to buy  businesses  that  expand  our
product  offerings  within the niche markets that we occupy. In the year 2000, we found three new candidates:</p>

<p><b>Schenck Pegasus</b></p>

<p>In August of 2000, we completed the  acquisition of Schenck  Pegasus,  a
manufacturer  of  industrial  servovalves  for  the  automation  segment  of the
worldwide  industrial  market.  Prior to the  purchase,  Schenck  Pegasus  was a
subsidiary  of Carl B. Schenck A.G. in  Darmstadt,  Germany and located in Troy,
Michigan.  Moved to Moog's East Aurora campus in October, the operation is fully
integrated into our Industrial segment.</p>

<p>In addition to original equipment sales, there are approximately  40,000 Schenck
Pegasus valves already in use around the world that will benefit from Moog's
distribution  network and repair facilities. Revenues for the combined OEM and
aftermarket are estimated at $2 million annually.</p>

<p><b>Vickers Electric</b></p>

<p>At the end of October 2000, Moog acquired the Vickers
Electric Systems of Aeroquip-Vickers from the Eaton Corporation. Founded in 1948
by the Biglino family of Casella,  Italy, the company  produces  600-volt motors
and controllers for  highly-advanced  servosystems used by industrial  machinery
applications.</p>

<p>The  operation  will remain in Casella and  continue to serve the
technologically - advanced  industrial market in Italy. Moog will also make this
product  line  available on a global basis  through our  established  network of
subsidiaries.  Revenues are estimated to be $20 million  annually.</p>

<p><b>Bosch Radial Pump</b></p>

<p>Moog's  intention to acquire Bosch's radial pump product line was announced
in early  November.  We hope to  close  on it near the end of the 2000  calendar
year. The business is part of Robert Bosch GmbH and became  available due to the
reaction of the  European  Community  Anti-Trust  Office to the merger of Robert
Bosch Automation  Technology with the Rexroth Division of Mannesmann.</p>

<p>Injection molding machines are a concentration in Moog's  industrial  business and, within
that market, Bosch's radial piston pump is a well-established  product line. For
that  application,  these  pumps  are  often  used in  combination  with  Moog's
industrial servovalves.  Making this acquisition will complement our strategy of
offering customized  sub-systems to dominant machine  manufacturers.</p>

<p>Located in
N&uuml;rnberg,  Germany, this $20 million business will remain there and become part
of Moog's German subsidiary, Moog GmbH. The purchase is subject to approval from
the antitrust  authorities and to final antitrust approval of the merger between
Bosch and Rexroth.</p>

<p>Moog Worldwide</p>

<pre>
Americas

Moog Inc.
Headquarters
East Aurora, New York, USA

Moog Aircraft Group
Salt Lake Operations
Salt Lake City, Utah, USA

Moog Aircraft Group
Torrance Operations
Torrance, California, USA

Moog Systems Group
Schaeffer Magnetics Division
Chatsworth,  California,  USA

Moog-Hydrolux
Hydraulic Systems Inc.
East Aurora, New York, USA

Moog do Brasil
Controles Ltda.
S&atilde;o Paulo, Brazil

Moog de Argentina S.r.l.
Buenos Aires, Argentina

Europe

Moog GmbH
B&ouml;blingen, Germany

Moog Controls Ltd.
Tewkesbury, England

Moog Ltd.
Ringaskiddy, Ireland

Moog Hydrolux S.a.r.l.
Luxembourg

Moog Italiana s.r.l.
Malnate, Italy

Moog S.A.R.L.
Rungis, France

Moog Italiana s.r.l.
Casella, Italy

Moog Microset s.r.l.
Brescia, Italy

Moog Buhl Automation
C&ouml;penhagen, Denmark

Moog Norden A.B.
Askim, Sweden

Moog OY
Espoo, Finland

Moog Sarl
Sucursal En Espana
Orio, Spain

Pacific Rim

Moog Controls
Corporation
Baguio City, Philippines

Moog Japan Ltd.
Hiratsuka, Japan

Moog Controls
(India) Pvt. Ltd.
Bangalore, India

Moog Australia Pty. Ltd.
Mulgrave, Australia

Moog Korea Ltd.
Kwangju-kun, South Korea

Moog Control System
(Shanghai) Co., Ltd.
Shanghai,
People's Republic of China

Moog Singapore Pte. Ltd.
Singapore

Moog Controls
Hong Kong Ltd.
People's Republic of China
</pre>

<pre>
Directors and Officers
Robert T. Brady
Chairman of the Board
Chief Executive Officer
President

Richard A. Aubrecht
Vice Chairman of the Board
Vice President
Strategy and Technology

Robert R. Banta
Executive Vice President
Chief Financial Officer
Director

Joe C. Green
Executive Vice President
Chief Administrative Officer
Director

Robert H. Maskrey
Executive Vice President
Chief Operating Officer
Director

Philip H. Hubbell
Vice President
Contracts and Pricing

Stephen A. Huckvale
Vice President
International Group

Martin J. Berardi
Vice President
Industrial Controls
Americas and Pacific

Warren C. Johnson
Vice President
Aircraft Group

Richard C. Sherrill
Vice President
Systems Group

Donald R. Fishback
Controller
Principal Accounting Officer

Timothy P. Balkin
Treasurer

John B. Drenning
Secretary
Partner, Hodgson, Russ, Andrews, Woods &amp; Goodyear, LLP

James L. Gray
Director
Retired Chairman
PrimeStar Partners, LP

John D. Hendrick
Director
President
Okuma America Corporation

Kraig H. Kayser
Director
President and CEO
Seneca Foods Corporation

Albert F. Myers
Director
Vice President and Treasurer
Northrop Grumman

Warren B. Cutting
Director Emeritus
</pre>

<PRE>
Quarterly Stock Prices
         Stock Prices

Fiscal Year              Class B               Class A
Ended                 High      Low        High       Low
Sept. 30, 2000
  1st Quarter         $40 1/2    $40 1/2   $29 1/8    $20 7/8
  2nd Quarter          41         40 1/2    27 1/4     14 15/16
  3rd Quarter          41         40 1/4    28 3/16    19 7/16
  4th Quarter          40 15/16   40 1/2    34         26 7/16
Sept. 25, 1999
  1st Quarter         $35 7/16   $33       $39 1/8    $24 5/16
  2nd Quarter          37 3/8     35 3/8    37 13/16   28 3/4
  3rd Quarter          40 3/4     37 5/16   34 3/8     26 5/8
  4th Quarter          41 1/4     40 1/4    35 1/4     28 5/8

</PRE>

<P><b>Investor Information</b></p>

<p><b>Reports</b></p>

<P>In addition to our Annual
Report and 10-K, shareholders receive copies of our three quarterly earnings
releases. Additional information about the Company may be obtained by writing:</P>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Shareholder Relations<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Moog Inc.<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;East Aurora, New York 14052-0018<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;PHONE - 716/652-2000<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;FAX - 716/687-4457<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;E-MAIL sjohnson@moog.com</p>

<p><b>Electronic Information About Moog</b></p>

<P>In Moog&#146;s annual report, we try to convey key information about our fiscal
year results. In addition to this primary information, we have a site on the
world wide web. Please visit this location using the URL address of:</P>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;http://www.moog.com</p>

<p><b>Annual Meeting</b></p>

<p>  Moog Inc.'s Annual Meeting of Shareholders will be held February 7, 2001 at the
Albright-Knox Art Gallery, 1285 Elmwood Avenue, Buffalo, New York. Proxy cards
should be dated, signed and returned promptly to ensure that all shares are
represented at the meeting and voted in accordance with shareholder
instructions.</P>

<p><b>Stock Exchange</b></p>

<p>Moog Inc.'s two classes of common shares are traded on the American Stock
Exchange under the ticker symbols MOG.A and MOG.B.</P>

<p><b>Financial Mailing List</b></p>

<P>Shareholders who hold Moog stock in the names of their brokers or bank nominees but wish to
receive information directly from the Company should contact Shareholder
Relations at Moog Inc.</P>

<p><b>Transfer Agent and Registrar</b></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ChaseMellon Shareholder Services<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;85 Challenger Road<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Overpeck Centre<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Ridgefield Park, New Jersey 07660<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1-800-288-9541</p>

<p><b>Affirmative Action Program</b></p>

<P>In recognition of our role as a contributing corporate citizen, Moog has adopted
all programs and procedures in our Affirmative Action Program as a matter of
corporate policy.</P>
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<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>3
<FILENAME>0003.htm
<DESCRIPTION>CONSENT OF INDEPENDENT AUDITORS
<TEXT>

<HTML>
<HEAD>
<TITLE> Consent of Independent Auditors
</TITLE>
<BODY>
<p align=center>Exhibit 23(ii)</p>
<p align=center>CONSENT OF INDEPENDENT AUDITORS</p>

<p>The Board of Directors<br>
Moog Inc.:</p>

<P>We consent to incorporation
by reference in the Registration Statements (Nos. 33-20069, 33-36721, 33-36722,
33-33958, 33-62968, 33-57131, 333-73439 and 333-85657) on Form S-8 of Moog Inc.
of our report dated November 8, 2000 relating to the consolidated balance sheets
of Moog Inc. and subsidiaries as of September 30, 2000 and September 25, 1999,
and the related consolidated statements of earnings, shareholders&#146; equity,
and cash flows and the related schedule for each of the years in the three-year
period ended September 30, 2000, which report appears in the September 30, 2000
annual report on Form 10-K of Moog Inc.</P>

<p align=center>KPMG LLP</p>

<p>Buffalo, New York<br>
December 19, 2000</p>

<p align=center>[PricewaterhouseCoopers Letterhead]</p>

<p>Moog Inc.<br>
East Aurora, New York 14052-0018<br>
U.S.A.</p>

<p align=center>Consent of Independent Auditors</p>


<P>We consent to the incorporation by reference in the Registration Statement of Moog
Inc. on Form S-8 of our report dated November 8, 2000 on our audits of the
consolidated financial statements of Moog GmbH (a wholly-owned subsidiary of
Moog Inc.) and subsidiary as of September 30, 2000 and 1999 and for the years
then ended, which report is included in this Annual Report on Form 10-K of Moog
Inc.</P>

<p>Stuttgart Germany<br>
December 18, 2000</p>

<p>PricewaterhouseCoopers</p>

<p align=center>[PricewaterhouseCoopers Letterhead]</p>

<p align=center>8 November 2000</p>


<p>Moog Inc.<br>
East Aurora, New York 14052-0018<br>
United States of America</p>

<p align=center>Independent Auditors' Report</p>

<p>The Board of Directors<br>
MOOG Inc.</p>

<P>We have audited the consolidated balance sheets of Moog GmbH (a wholly-owned subsidiary of Moog
Inc.) and subsidiary as of September 30, 2000 and 1999, and the related
consolidated statements of earnings and retained earnings and cash flows for the
years then ended. These consolidated financial statements are the responsibility
of the Company&#146;s management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits.</P>

<P>We conducted our audits in
accordance with generally accepted auditing standards in the United States.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.</P>

<P>In our opinion, the
consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Moog GmbH and subsidiary as of
September 30, 2000 and 1999 and the results of their operations and cash flows
for the years then ended, in conformity with accounting principles generally
accepted in the United States.</P>

<P>Our audits were made for the purpose of forming an opinion on the consolidated financial statements taken
as a whole. The supplemental information in the reporting package and the
Hyperion submission are presented for purposes of additional analysis and are
not a required part of the basic consolidated financial statements. Such
information has been subjected to the auditing procedures applied in the audits
of the basic consolidated financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic consolidated financial
statements taken as a whole.</P>

<p>PricewaterhouseCoopers<br>
Stuttgart Germany</p>
</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>ARTICLE 5 FDS FOR FORM 10-K
<TEXT>

<TABLE> <S> <C>

<ARTICLE>       5

<S>                                                    <C>
<PERIOD-TYPE>                                          12-MOS
<FISCAL-YEAR-END>                                      SEP-30-2000
<PERIOD-END>                                           SEP-30-2000
<CASH>                                                   13,827
<SECURITIES>                                                  0
<RECEIVABLES>                                           213,719
<ALLOWANCES>                                             (2,256)
<INVENTORY>                                             147,546
<CURRENT-ASSETS>                                        403,501
<PP&E>                                                  414,877
<DEPRECIATION>                                         (226,293)
<TOTAL-ASSETS>                                          791,705
<CURRENT-LIABILITIES>                                   167,288
<BONDS>                                                 346,099
<PREFERRED-MANDATORY>                                         0
<PREFERRED>                                                 100
<COMMON>                                                 10,889
<OTHER-SE>                                              211,565
<TOTAL-LIABILITY-AND-EQUITY>                            791,705
<SALES>                                                 644,006
<TOTAL-REVENUES>                                        644,006
<CGS>                                                   448,702
<TOTAL-COSTS>                                           448,702
<OTHER-EXPENSES>                                         21,428
<LOSS-PROVISION>                                            719
<INTEREST-EXPENSE>                                       33,271
<INCOME-PRETAX>                                          38,615
<INCOME-TAX>                                             13,215
<INCOME-CONTINUING>                                      25,400
<DISCONTINUED>                                                0
<EXTRAORDINARY>                                               0
<CHANGES>                                                     0
<NET-INCOME>                                             25,400
<EPS-BASIC>                                                2.88
<EPS-DILUTED>                                              2.85


</TABLE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
