1


                                 FORM 10-Q

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                     
(Mark One)

{ X }  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended March 4, 1995

                                     OR

{   }  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934

          for the transition period from             to            

                        COMMISSION FILE NUMBER 0-3085

                            WYMAN-GORDON COMPANY
           (Exact name of registrant as specified in its charter)


     MASSACHUSETTS                       04-1992780
(State or other jurisdiction           (I.R.S. Employer
 incorporation or organization)        Identification No.)


244 WORCESTER STREET, BOX 8001, NO. GRAFTON, MASSACHUSETTS 01536-8001
(Address of principal executive offices)                   (Zip Code)  
                                                            
Registrant's telephone number, including area code  508-839-4441

    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.
                   Yes  X     No    
  
    Indicate the number of shares outstanding of each of
  the issuer's classes of common stock, as of the latest
  practicable date.
  
  
                                 Outstanding at
        Class                    March 4, 1995
                               
  Common Stock, $1 Par Value      34,875,157
  
  
  
                               Page 1 of 14
  2
Part I.
Item 1.  FINANCIAL STATEMENTS



                     WYMAN-GORDON COMPANY AND SUBSIDIARIES
                CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS





                            Three Months Ended   Nine Months Ended
                            Mar. 4,   Feb. 26,  Mar. 4,   Feb. 26,
                             1995       1994     1995       1994 
                            (000's omitted, except per share data)
                                              
Revenue                     $96,238   $ 50,896  $286,937  $165,581

Less:
  Cost of goods sold         83,623     50,375   254,878   154,992
  Selling, general and
    administrative expenses   8,994      8,881    27,668    20,995
  Disposition of production
    facilities                    -         87         -     2,453
                            $92,617   $ 59,343  $282,546  $178,440


Income (loss) from 
  operations                  3,620     (8,447)    4,391   (12,859)

Other deductions:
  Interest on debt            2,342      2,356     7,038     6,768
  Amortization of financing
    fees and other costs        356        203     1,143       662
  Miscellaneous, net            366        276       997    (2,549)
                              3,064      2,835     9,178     4,881

Net income (loss)           $   556   $(11,282) $ (4,787) $(17,740)

Net income (loss) per share $   .02   $   (.63) $   (.14) $   (.99)

Average shares outstanding   34,832     17,998    34,770    17,962










     The accompanying notes to the consolidated condensed financial
statements are an integral part of these financial statements.



                                      -2-
  3
                    WYMAN-GORDON COMPANY AND SUBSIDIARIES
                    CONSOLIDATED CONDENSED BALANCE SHEETS


                                          March 4,      May 28,
                                            1995         1994      
                                             (000's omitted)
                                                 
ASSETS
  Cash and cash equivalents               $ 10,276     $ 42,179
  Accounts receivable                       81,505       77,019
  Inventories                               65,034       65,737
  Prepaid expenses                           9,125       15,191
     Total current assets                  165,941      200,126

  Property, plant and equipment, at cost   386,599      375,386
  Less accumulated depreciation            237,713      229,612
     Net property, plant and equipment     148,886      145,774

  Intangible assets                         19,904       21,232
  Pension intangible                         6,527        6,527
  Other assets                              24,578       27,172
                                          $365,835     $400,831

LIABILITIES
  Short-term borrowings                   $  3,703     $      -
  Current maturities of long-term debt          77           77
  Obligation to Cooper Industries                -       20,561
  Accounts payable                          46,035       45,134
  Other accrued liabilities                 12,400       22,252
  Accrued restructuring, integration, 
   disposal and environmental               14,249       20,415
     Total current liabilities              76,464      108,439

  Restructuring, integration, disposal 
   and environmental                        27,496       29,945
  Long-term debt                            90,385       90,385
  Pension liability                         17,966       17,912
  Deferred income tax and other             29,732       29,819
  Postretirement benefits                   53,007       51,848

STOCKHOLDERS' EQUITY
  Preferred stock - none issued                  -            -
  Common stock issued 
     March 4, 1995 - 37,052,720 shares
     May 28, 1994 - 36,902,720 shares       37,053       36,903
  Capital in excess of par value            41,644       43,884
  Retained earnings                         30,521       33,253
                                           109,218      114,040
  Less treasury stock at cost
     March 4, 1995 - 2,177,563 shares
     May 28, 1994 - 2,354,540 shares        38,433       41,557
                                            70,785       72,483
                                          $365,835     $400,831

     The accompanying notes to the consolidated condensed financial
statements are an integral part of these financial statements.

                                     -3-
  4
                    WYMAN-GORDON COMPANY AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS


                                               Nine Months Ended   
                                             March 4,  February 26,
                                               1995       1994    
                                                (000's omitted)
                                                  
Operating activities:
  Net loss                                   $ (4,787)  $(17,740)

  Adjustments to reconcile net loss to net
   cash provided By operating activities:
       Depreciation and amortization           13,872     11,649
       Loss on sale of production facility          -      2,453
     Changes in assets and liabilities net
       of purchase price activity:
       Accounts receivable                     (4,486)    11,621
       Inventories                                703     10,496
       Prepaid expenses and other assets        8,661      3,212
       Accrued restructuring, disposal
         and environmental                     (3,996)    (7,762)
       Income and other taxes                     702       (385)
       Accounts payable and accrued
         liabilities                           (7,781)       162
     Net cash provided by operating
       activities                               2,888     13,706

Investing activities:
  Capital expenditures                        (15,512)   (10,176)
  Payment of amounts provided in connection
    with the integration of Cameron            (4,618)         -
  Proceeds from disposals                       1,289      4,345
  Deferred program costs                            -        344
  Other, net                                      909      3,562
     Net cash used by investing 
       activities                             (17,932)    (1,925)

Financing activities:
  Net cash paid for Cameron accounts 
    receivable factored at acquisition        (21,807)         -
  Net cash received from Cameron accounts
    receivable factored at acquisition          1,246          -
  Increase in short-term borrowings             3,703          -
     Net cash used by financing
       activities                             (16,858)         -

Increase (Decrease) in cash                   (31,903)    11,781

Cash, beginning of year                        42,179      4,568

Cash, end of period                          $ 10,276   $ 16,349


     The accompanying notes to the consolidated condensed financial
statements are an integral part of these financial statements.

                                     -4-
  5
                   WYMAN-GORDON COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                               March 4, 1995




Note A - Basis of Presentation

     In the opinion of the Company, the accompanying unaudited
consolidated condensed financial statements contain all
adjustments necessary to present fairly its financial position at
March 4, 1995 and its results of operations for the three months
and nine months ended March 4, 1995 and February 26, 1994 and
cash flows for the nine months ended March 4, 1995 and February
26, 1994.  All such adjustments are of a normal recurring nature.

     The accompanying unaudited consolidated condensed financial
statements have been prepared in accordance with Article 10 of
Securities and Exchange Commission Regulation S-X and therefore,
do not include all information and footnotes necessary for a fair
presentation of the financial position, results of operations and
cash flows in conformity with generally accepted accounting
principles.  In conjunction with its December 31, 1993 Annual
Report on Form 10-K, the Company filed audited consolidated
financial statements which included all information and footnotes
necessary for a fair presentation of its financial position at
December 31, 1993 and 1992 and its results of operations and cash
flows for the years ended December 31, 1993, 1992 and 1991 in
conformity with generally accepted accounting principles.  Where
appropriate, prior period amounts have been reclassified to
permit comparison.

     On May 24, 1994, the Company's Board of Directors voted to
change the Company's fiscal year-end from one which ended on
December 31 to one which ends on the Saturday nearest to May 31. 
Accordingly, the Company filed a transition report on Form 10-Q
for the five month transition period ended May 28, 1994.

     On May 26, 1994, the Company completed the acquisition of
Cameron Forged Products Company ("Cameron").  The accompanying
consolidated condensed statements of operations for the three
months and nine months ended March 4, 1995, balance sheets as of
March 4, 1995 and May 28, 1994 and statement of cash flows for
the nine months ended March 4, 1995 include the accounts of
Cameron.












                                    -5-
  6
                   WYMAN-GORDON COMPANY AND SUBSIDIARIES
     NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
                               March 4, 1995



Note B - Inventories

Inventories consisted of:


                               March 4, 1995    May 28, 1994
                                      (000's omitted)            
                                             
     Raw material                $24,735           $13,706
     Work-in-process              43,142            54,570
     Supplies                      2,632             2,286
                                  70,509            70,562
     Less progress payments        5,475             4,825
                                 $65,034           $65,737
</TABLE

     If all inventories valued at LIFO cost had been valued at
first-in, first-out (FIFO) cost or market which approximates
current replacement cost, inventories would have been $24,965,000
and $27,758,000 higher than reported at March 4, 1995 and May 28,
1994, respectively.

     LIFO inventory credits to cost of goods sold in the three
months ended March 4, 1995 and February 26, 1994 were $780,000 
and $1,556,000, respectively.

     LIFO inventory credits to cost of goods sold in the nine
months ended March 4, 1995 and February 26, 1994 were $2,793,000
and $5,500,000, respectively.



Note C - Cameron Integration Costs

     During the five month transition period ended May 28, 1994,
the Company recorded charges of $24,100,000 for the integration
of Cameron of which $10,700,000 was estimated to require cash
outlays.  Additionally, the Company estimated $12,200,000 in cash
outlays from direct costs associated with the acquisition and
integration of Cameron.  As of March 4, 1995, the activity
charged against the reserves has been as anticipated and there
have been no significant changes to the original estimates.










                                    -6-
  7
                   WYMAN-GORDON COMPANY AND SUBSIDIARIES
     NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
                               March 4, 1995





Note D - Loss on long-term contracts and agreements

     In accordance with the Company's policy of recognizing
losses on backlog and long-term pricing agreements, loss reserves
of $11,467,000 and $19,000,000 are included in the accompanying
balance sheets at March 4, 1995 and May 28, 1994.  These loss
reserves were assumed as part of the acquisition of Cameron on
May 26, 1994


Note E - Commitments and contingencies

     At March 4, 1995, certain lawsuits arising in the normal
course of business were pending.  The Company denies all material
allegations of these complaints.  In the opinion of management,
the outcome of legal matters will not have a material adverse
effect on the Company's financial position, results of operations
or liquidity.
































                                    -7-
  8
Item 2.

       MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
                    AND CHANGES IN FINANCIAL CONDITION

Results of Operations

     The principal markets served by the Company are commercial
transportation, defense equipment and power generation.  Revenue by
market for the respective periods were as follows (000's omitted):




                          Three Months Ended  Three Months Ended
                             March 4, 1995    February 26, 1994   
                                    % of                % of      
                          Amount    Total     Amount    Total      
                                            
Commercial transportation $56,042    58%      $29,011    57%
Defense equipment          26,152    28%       17,305    34%
Power generation            9,780    10%        3,054     6%
Other                       4,264     4%        1,526     3%
                          $96,238   100%      $50,896   100%       



                          Nine Months Ended   Nine Months Ended
                            March 4, 1995     February 26, 1994 
                                    % of                % of       
                          Amount    Total     Amount    Total      
                                            
Commercial transportation $162,119   56%      $ 91,070   55%
Defense equipment           81,559   28%        57,953   35%
Power generation            32,159   11%        13,247    8%
Other                       11,100    5%         3,311    2%
                          $286,937  100%      $165,581  100%      


Three Months Ended March 4, 1995 vs. Three Months Ended
February 26, 1994  

     Revenues for the three months ended March 4, 1995 increased
$45.3 million or 89.1% from the comparable period of the prior
year.  This increase in revenues is attributable to the Company's
acquisition of Cameron Forged Products Company from Cooper
Industries during May 1994.  Capacity limitations on the part of
the Company's suppliers which have resulted in raw material
shortages throughout fiscal 1995, improved during the third
quarter of fiscal 1995 but still continue to have a negative
impact on revenues.

     The Company's gross margins were 13.1% of sales for the
third quarter of fiscal 1995 as compared to 1.0% for the same
period of the prior year.  Also, customer invoked pricing
pressures had a negative impact on margins in both fiscal 1995
and fiscal 1994.  However, margins improved in the third quarter
of fiscal 1995 as compared to the same period of the prior year
resulting from improvements to operations and realization of 

                                    -8-
  9
       MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
              AND CHANGES IN FINANCIAL CONDITION (Continued)



Three Months Ended March 4, 1995 vs. Three Months Ended
February 26, 1994 (Continued)

synergy benefits associated with the integration of Cameron with
Wyman-Gordon's forging operations.  Additionally, gross margins
at the Company's castings and composites operations continued to
show improvement during fiscal 1995 as compared to the prior
year.  Gross margins benefitted from an inventory LIFO credit of
$0.8 million or 0.8% of revenues for the third quarter of fiscal
1995 as compared to $1.6 million or 3.0% of revenues for the same
period of the prior year.  Excluding the benefit of the LIFO
credit, the Company's gross margins were 12.3% for the third
quarter of fiscal 1995 as compared to a negative margin of 2.0%
for the same period of the prior year.

     Selling, general and administrative expenses were $9.0
million or 9.3% of revenues in the third quarter of fiscal 1995
as compared to $8.9 million or 17.5% of revenues for the same
period of the prior year.  The increase in selling, general and
administrative expense is attributable to the Company's
acquisition of Cameron in May 1994.  Also, the third quarter of
fiscal 1994 includes a $2.4 million charge or 4.7% of revenues
resulting from a change in estimated cash surrender values
provided by the Company's insurance actuaries of Company-owned
life insurance policies.  Selling, general and administrative
expense as a percent of sales declined reflecting the realization
of certain synergy savings associated with the integration of
Cameron with Wyman-Gordon's forging operations.

     Amortization of financing fees and other costs increased to
$0.4 million during the third quarter of fiscal 1995 from $0.2
million during the same period of the prior fiscal year.  Fiscal
1995 includes fees from the newly created receivables backed
credit facility and bond fees.


Nine Months Ended March 4, 1995 vs. Nine Months Ended
February 26, 1994

     Revenues for the nine months ended March 4, 1995 increased
$121.4 million or 73.2% from the comparable period of the prior
year.  This increase in revenues is attributable to the Company's
acquisition of Cameron Forged Products Company from Cooper
Industries during May 1994.  Although capacity limitations on the
part of the Company's suppliers resulting in raw material
shortages have improved recently, they had a negative impact on
revenues throughout the first nine months of fiscal 1995. 
Additionally, $4.7 million of revenues for the same period of the
prior year were from Wyman-Gordon Composites, Inc. which was sold
by the Company during November 1993.



                                    -9-
  10
       MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
              AND CHANGES IN FINANCIAL CONDITION (Continued)



Nine Months Ended March 4, 1995 vs. Nine Months Ended
February 26, 1994 (Continued)

     The Company's gross margins were 11.2% of sales for the
first nine months of fiscal 1995 as compared to 6.4% for the same
period of the prior year.  Lower production volumes resulting
from raw material shortages had a negative impact on margins
during fiscal 1995.  Also, customer invoked pricing pressures had
a negative impact on margins during both fiscal 1995 and fiscal
1994.  However, margins improved during the first nine months of
fiscal 1995 as compared to the same period of the prior year due
to improvements to operations and realization of certain synergy
benefits associated with the integration of Cameron with Wyman-
Gordon's forging operations.  Additionally, gross margins at the
Company's castings and composites operations continued to show
improvement during fiscal 1995 as compared to the prior year. 
Gross margins benefitted from an inventory LIFO credit of $2.8
million or 1.0% of revenues for the first nine months of fiscal
1995 as compared to $5.5 million or 3.3% of revenues for the same
period of the prior year.  Excluding the benefit of the LIFO
credit, the Company's gross margins were 10.2% for the first nine
months of fiscal 1995 as compared to 3.1% for the same period of
the prior year.

     Selling, general and administrative expenses were $27.7
million or 9.6% of revenues in the first nine months of fiscal
1995 as compared to $20.1 million or 12.7% of revenues for the
same period of the prior year.  The increase in selling, general
and administrative expense is attributable to the Company's
acquisition of Cameron in May 1994.  However, selling, general
and administrative expense as a percent of sales declined
reflecting certain savings associated with the integration of
Cameron with Wyman-Gordon's forging operations.  Also, the nine
months ended February 26, 1994 include a $2.4 million charge or
1.5% of revenues resulting from a change in estimated cash
surrender values provided by the Company's insurance actuaries on
Company-owned life insurance policies.

     In fiscal 1994, the Company recognized a $2.5 million loss
on the sale of substantially all of the net assets and business
operations of its Wyman-Gordon Composites, Inc. operations.

     Interest expense was $7.0 million for the first nine months
of fiscal 1995 as compared to $6.8 million for the same period of
the prior year.  Fiscal 1995 includes $0.1 million of interest on
borrowings against the Company's credit agreement in the United
Kingdom (UK).  The Company entered into this credit agreement to
provide financing for its new UK subsidiary acquired as part of
the Cameron acquisition.




                                   -10-
  11
       MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
              AND CHANGES IN FINANCIAL CONDITION (Continued)



Nine Months Ended March 4, 1995 vs. Nine Months Ended
February 26, 1994 (Continued)

     Amortization of financing fees and other costs increased to
$1.1 million during the first nine months of fiscal 1995 from
$0.7 million during the same period of the prior fiscal year. 
Fiscal 1995 includes fees from the newly created receivables
backed credit facility and bond fees.

     Miscellaneous, net expense was $1.0 million in the first
nine months of fiscal 1995 as compared to miscellaneous, net
income of $2.5 million during the same period of the prior year. 
The income recognized in the first nine months of fiscal 1994
reflects from a $3.3 million gain on the sale of marketable
securities.


Liquidity and Capital Resources

     The decrease in the Company's cash from $42.1 million to
$10.3 million was largely the result of $20.6 million paid to
Cooper Industries for Cameron accounts receivable factored at
acquisition.  Cash provided by operations of $2.9 million
resulted from increases in working capital items of $6.2 million
offset by depreciation and amortization of $13.9 million, and the
$4.8 million net loss.

     The Company from time to time expends cash on capital
expenditures for environmental compliance, more cost effective
operations and joint development programs with the Company's
customers.  Capital expenditures amounted to $13.9 million, $11.2
million and $10.2 million in the years ended December 31, 1993,
1992 and 1991, respectively.  Due to the acquisition of Cameron, 
capital expenditures will be somewhat higher during fiscal 1995.

     During the five month transition period ended May 28, 1994,
the Company recognized costs to be incurred for the integration
of Cameron totalling $24.1 million of which, $10.7 million will
require cash outlays.  Additionally, the Company estimates $12.7
million in cash outlays from direct costs associated with the
acquisition and integration of Cameron Forged Products Company. 
As of March 4, 1995, the activity against the reserves has been
as anticipated and there have been no significant changes to the
original estimates.

     The Company expects to spend $0.1 million in the remainder
of fiscal 1995 and $13.8 million thereafter on environmental
activities.  The Company has completed all environmental projects
within established timetables and is continuing to do so at the
present time.



                                   -11-
  12
       MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
              AND CHANGES IN FINANCIAL CONDITION (Continued)




Liquidity and Capital Resources (Continued)

     In connection with its 1991 restructuring, the Company
expects to spend approximately $0.6 million in the remainder of
fiscal 1995 and $5.0 million thereafter.  As of March 4, 1995,
the activity against the reserves has been as anticipated and
there have been no significant changes to the original estimates.

     The primary sources of liquidity available in fiscal 1995 to
fund the Company's operations, anticipated expenditures in
connection with the integration of Cameron, its 1991
restructuring, planned capital expenditures and planned
environmental expenditures include available cash ($10.3 million
at March 4, 1995), borrowing capacities under the Company's
receivables financing program and its credit agreement in the UK,
cash generated by operations and management of working capital
requirements.

     Cash from operations and borrowing capacity under the
Company's receivables financing program are expected to be the
Company's primary sources of liquidity beyond fiscal 1995.  The
Company believes that it has adequate resources to provide for
its operations, restructuring, integration of Cameron and capital
and environmental expenditures.




























                                   -12-
  13
Part II.

Item 6.  EXHIBITS AND REPORTS FILED ON FORM 8-K

(a)  Exhibits

     The following exhibits are being filed as part of this Form
     10-Q:


     Exhibit No.              Description
     
        27      Financial Data Schedule for the Nine Months
                Ended March 4, 1995


(b)  No reports on Form 8-K have been filed with the Commission
     during the period covered by this report.








































                                   -13-
  14
                                SIGNATURES



     Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.



                         WYMAN-GORDON COMPANY      




Date:  4/12/95           By: /s/ ANDREW C. GENOR         
                                 Andrew C. Genor
                           Vice President, 
                           Chief Financial Officer and
                           Treasurer




Date:  4/12/95           By: /s/ JEFFREY B. LAVIN        
                                 Jeffrey B. Lavin               
                           Assistant Corporate Controller































                                   -14-