SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, DC 20549

                               ____________

                                 FORM 8-K

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


Date of report (Date of earliest event reported)     March 27, 1996        


                                 Moog Inc.                                 
            (Exact Name of Registrant as Specified in Charter)


      New York                  1-5129             16-0757636              
(State or Other Jurisdiction  (Commission         (IRS Employer
of Incorporation)             File Number)        Identification No.)


   East Aurora, NY                                 14052                   
  (Address of Principal Executive Offices)        (Zip Code)


Registrant's telephone number, including area code (716) 652-2000          


                              NONE                                         
     (Former Name or Former Address, if Changed Since Last Report)



























Item 5.  Other Events.

          On March 27, 1996, Moog Inc. issued the attached press
release.


Item 7.  Exhibits.

          (i) Press release.



















































                           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 hereunto duly authorized.


                                         MOOG INC.

                                         MOOG INC.               
                                           (Registrant)


Date:  March 27, 1996              By: /s/ RICHARD A. AUBRECHT   
                                      Richard A. Aubrecht,
                                      Vice Chairman of the Board











































                     Moog Inc. - East Aurora, New York 14052-0018
                    Telephone:  716/652-2000 - Fax:  716/687-4457


MOOG


MOOG CALLS CONVERTIBLE DEBENTURES AND ANNOUNCES NEW $100 MILLION
                   SUBORDINATED NOTE OFFERING


     EAST AURORA, N.Y., March 27 /PRNewswire/ -- Moog Inc.
announced today that it has elected to redeem on April 26, 1996
all $18 million of its outstanding 9 7/8% Convertible
Subordinated Debentures at par.  On that date the redemption
price shall be payable, together with accrued but unpaid interest
up to April 26th.  Interest shall cease to accrue on that date.

     The Company also announced that it was planning an offer of
up to $100 million of ten-year subordinated notes in May, the
proceeds of which would be used to finance a proposed
recapitalization of the Company.  The recapitalization is
expected to include the execution of an amended Revolving Credit
and Term Loan Agreement and the repayment under the Revolver of
up to $49 million of borrowings under those facilities, the
redemption of $16.4 million of the Company's outstanding 10.25%
Senior Notes, and the repurchase of 714,600 Class A common shares
from the Seneca Foods Corporation at $18.00 per share.  These
shares represent 9.3% of the Company's outstanding common stock.

     The proposed recapitalization and stock repurchase are
contingent on the note offering, which is expected to be made
under Rule 144A and Regulation S of the Securities Act of 1933. 
Accordingly, the new subordinated notes will not be registered
under the Securities Act and may not be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements.  The note offering is subject to
various conditions, some of which are beyond the Company's
control;, so there can be no assurance that the note offering
will occur, or as to the size of the offering, the terms of the
notes or the impact on the Company.

     Moog Inc. is a worldwide manufacturer of high performance
controls used in commercial, industrial, aerospace and defense
applications.

                             3/27/96

      /CONTACT:  Susan Johnson of Moog Inc., 716-687-4425/