SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12

Moog Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)

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[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

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[MOOG LOGO]

MOOG INC., EAST AURORA, NEW YORK 14052

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of MOOG Inc.
will be held in the Auditorium of the Albright-Knox Art Gallery, 1285 Elmwood
Avenue, Buffalo, New York, on Wednesday, February 6, 2002, at 9:15 a.m., for the
following purposes:

1. To elect two directors of the Company, one of whom will be a Class
A director, elected by the holders of Class A shares, and one of whom will
be a Class B director, elected by the holders of Class B shares, to serve
three year terms expiring in 2005, or until the election and qualification
of their successors.

2. To consider and ratify the selection of KPMG LLP, independent
certified public accountants, as auditors of the Company for the 2002
fiscal year.

3. To consider and transact such other business as may properly come
before the meeting or any adjournment or adjournments thereof.

The Board of Directors has fixed the close of business on December 21, 2001
as the record date for determining which shareholders shall be entitled to
notice of and to vote at such meeting. SHAREHOLDERS WHO WILL BE UNABLE TO BE
PRESENT PERSONALLY MAY ATTEND THE MEETING BY PROXY. SUCH SHAREHOLDERS ARE
REQUESTED TO DATE, SIGN AND RETURN THE ENCLOSED PROXY OR USE THE INTERNET OR
TELEPHONE VOTING OPTIONS AS DESCRIBED ON THE PROXY CARD. THE PROXY MAY BE
REVOKED AT ANY TIME BEFORE IT IS VOTED.

By Order of the Board of Directors

JOHN B. DRENNING, Secretary

Dated: East Aurora, New York
January 3, 2002

PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS OF

MOOG INC.
TO BE HELD IN THE AUDITORIUM OF THE ALBRIGHT-KNOX ART GALLERY
1285 ELMWOOD AVENUE, BUFFALO, NEW YORK
ON FEBRUARY 6, 2002

This Proxy Statement is furnished to shareholders of record on December 21,
2001 by the Board of Directors of MOOG Inc. (the "Company") in connection with
the solicitation of proxies for use at the Annual Meeting of Shareholders on
Wednesday, February 6, 2002, at 9:15 a.m., and at any adjournments thereof, for
the purposes set forth in the accompanying Notice of Annual Meeting of
Shareholders. This Proxy Statement and accompanying proxy will be mailed to
shareholders on or about January 3, 2002.

If the enclosed form of proxy is properly executed and returned, the shares
represented thereby will be voted in accordance with the instructions thereon.
Unless otherwise specified, the proxy shall be deemed to confer authority to
vote the shares represented by the proxy "FOR" Proposal 1, the election of
directors, and "FOR" Proposal 2, the ratification of KPMG LLP as independent
auditors for the fiscal year 2002.

Any proxy given pursuant to this solicitation may be revoked by the person
giving it insofar as it has not been exercised. Such revocation may be made in
person at the meeting, or by submitting a proxy bearing a date subsequent to
that on the proxy to be revoked, or by written notification to the Secretary of
the Company.

GENERAL

The Board of Directors has fixed the close of business on December 21, 2001
as the record date for determining the holders of common stock entitled to
notice of and to vote at the meeting. On December 21, 2001, the Company had
outstanding and entitled to vote, a total of 12,915,523 shares of Class A common
stock ("Class A shares") and 2,163,522 shares of Class B common stock ("Class B
shares"). Holders of Class A shares are entitled to elect at least 25% of the
Board of Directors (rounded up to the nearest whole number) so long as the
number of outstanding Class A shares is at least 10% of the number of
outstanding shares of both classes of common stock. Currently, the holders of
Class A shares are entitled, as a class, to elect three directors of the
Company, and the holders of the Class B shares are entitled, as a class, to
elect the remaining six directors. Other than on matters relating to the
election of directors or as required by law, where the holders of Class A shares
and Class B shares vote as separate classes, the record holder of each
outstanding Class A share is entitled to a one-tenth vote per share and the
record holder of each outstanding Class B share is entitled to one vote per
share on all matters to be brought before the meeting. The Class A director and
the Class B director will be elected by a plurality of the votes cast by the
respective class. The other matter submitted to the meeting may be adopted by a
majority of the votes cast, a quorum of 6,457,763 Class A shares and 1,081,762
Class B shares being present. The record holders of 9% Cumulative Convertible
Exchangeable Preferred Shares, Series B, $1.00 par value ("Series B Preferred
Stock") are not entitled to vote on the scheduled matters upon which action is
to be taken at the meeting.

In accordance with New York law, abstentions and broker non-votes are not
counted in determining the votes cast in connection with the ratification of the
selection of KPMG LLP as auditors of the Company for the 2002 fiscal year. Votes
withheld (including broker non-votes) in connection with the election of one or
more nominees for director will not be counted and will have no effect.

CERTAIN BENEFICIAL OWNERS

SECURITY OWNERSHIP

The only persons known by the Company to own beneficially more than five
percent of the outstanding shares of either class of the voting common stock of
the Company are set forth below.

<Table>
<Caption>
CLASS A CLASS B
COMMON STOCK(1) COMMON STOCK(1)(2)
--------------------- ---------------------
AMOUNT AND AMOUNT AND
NATURE OF NATURE OF
BENEFICIAL PERCENT BENEFICIAL PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP OF CLASS OWNERSHIP OF CLASS
- ------------------------------------ ---------- -------- ---------- --------

Moog Inc. Savings and Stock Ownership Plan Trust(3)..... 618,435 4.8 707,633 32.7
c/o Moog Inc.
Jamison Rd.
East Aurora, NY 14052
Moog Inc. Retirement Plan Trust(4)...................... 66,232 .5 444,904 20.6
c/o Moog Inc.
Jamison Rd.
East Aurora, NY 14052
Moog Family Agreement as to Voting(5)................... 176,741 1.4 365,300 16.9
c/o Moog Inc.
Jamison Rd.
East Aurora, NY 14052
All directors and officers as a group................... 429,624 3.2 159,461 7.4
(See "Election of Directors," particularly footnotes 9
and 14 to the table on pages 4 and 5)
Alliance Capital Management LP.......................... 843,686 6.5 -0- -0-
1345 Avenue of the Americas
New York, NY 10153
</Table>

- ---------------
(1) See the table on pages 4 and 5 containing information concerning the
shareholdings of directors and officers of the Company.

(2) Class B shares are convertible into Class A shares on a share-for-share
basis.

(3) These shares are allocated to individual participants under the Plan and are
voted by the Trustee, HSBC Bank USA, Buffalo, New York, as directed by the
participants to whom such shares are allocated. Any allocated shares as to
which voting instructions are not received are voted by the Trustee as
directed by the Plan's Investment Committee. As of September 29, 2001, 5,419
of the allocated Class A shares and 21,930 of the allocated Class B shares
were allocated to accounts of officers and are included in the share totals
in the table on pages 4 and 5 for all directors and officers as a group.

(4) Shares held are voted by the Trustee, Manufacturers and Traders Trust
Company, Buffalo, New York, as directed by the Moog Inc. Retirement Plan
Committee.

(5) Does not include options to acquire 53,250 Class A shares. See "Moog Family
Agreement as to Voting" for an explanation as to how the shares shown in the
table as beneficially owned are voted.

MOOG FAMILY AGREEMENT AS TO VOTING

The Moog Family Agreement as to Voting is an agreement among the following
relatives of the late Jane B. Moog: her children, Constance Kent Moog Silliman,
Nancy Moog Aubrecht, Douglas B. Moog and Susan M. Mitchell; her adult
grandchildren; her son-in-law, Richard A. Aubrecht; her daughter-in-law, Jeanne
M. Moog; and Albert K. Hill, former legal counsel to the Company. The agreement
relates to 176,741 Class A shares and 365,300 Class B shares, exclusive of
currently exercisable options, owned of record or beneficially by the parties to
the agreement other than Mr. Hill. Mr. Hill's shares are not covered by the
agreement.

Each of the named parties granted an irrevocable proxy covering that
person's shares of stock subject to the agreement to certain parties to the
agreement who are required to take any action and cause all shares subject to
the agreement to be voted as may be determined by the vote of any four of:
Richard A. Aubrecht, Constance Kent Moog Silliman, Jeanne M. Moog, Douglas B.
Moog, Susan M. Mitchell and Albert K. Hill.

The agreement contains restrictions on the ability of any party to remove
all or any shares of stock from the provisions of the agreement and further
provides for each of the parties who have the right to vote in certain instances
to have successors named by them. In addition, the transfer in any manner of any
shares of the Company is subject to the agreement.

The agreement, by its terms, continues in force until December 31, 2015,
and is automatically renewed from year to year after that date unless any party
to the agreement gives notice to the other parties of his election to terminate
the agreement at least 90 days before December 31 of that year. The agreement
also terminates upon the occurrence of certain events.

PROPOSAL 1 -- ELECTION OF DIRECTORS

One of the three classes of the Board of Directors of the Company is
elected annually to serve three-year terms. Two directors are to be elected at
the meeting, of which one is to be a Class A director and one is to be a Class B
director. The Class B director whose term of office expires at the meeting is to
be elected by the holders of the outstanding Class B shares. The nominees will
be elected to hold office until 2005 and the election and qualification of their
successors. The persons named in the enclosed proxy will vote Class A shares for
the election of the Class A nominee named below, and Class B shares for the
election of the Class B nominee named below, unless the proxy directs otherwise.
In the event any of the nominees should be unable to serve as a director, the
proxy will be voted in accordance with the best judgment of the person or
persons acting under it. It is not expected that either of the nominees will be
unable to serve.

NOMINEES AND DIRECTORS

Certain information regarding nominees for Class A and Class B directors,
as well as those directors whose terms of office continue beyond the date of the
2002 Annual Meeting of Shareholders, including their beneficial ownership of
equity securities, is set forth below. Unless otherwise indicated, each person
held various positions with the Company for the past five years and has sole
voting and investment power with respect to the securities beneficially owned.
Beneficial ownership includes securities which could be acquired pursuant to
currently exercisable options or options which become exercisable within 60 days
of the date of this Proxy Statement.

All of the nominees have previously served as directors and have been
elected as directors at prior Annual Meetings of Shareholders.

<Table>
<Caption>
SERIES B
PREFERRED
SHARES OF COMMON STOCK STOCK(1)
------------------------------------- ----------------
FIRST PERCENT PERCENT PERCENT
ELECTED OF OF OF
AGE DIRECTOR CLASS A CLASS CLASS B CLASS SHARES CLASS
--- -------- ------- ------- ------- ------- ------ -------

NOMINEE FOR CLASS B DIRECTOR
TERM EXPIRING IN 2005
Joe C. Green(2)................... 60 1986 27,437 * 29,708 1.4 11,111 13.3
NOMINEE FOR CLASS A DIRECTOR
TERM EXPIRING IN 2005
Robert T. Brady(3)(4)............. 61 1984 91,931 * 44,687 2.1 11,111 13.3
CLASS B DIRECTORS
CONTINUING IN OFFICE
TERM EXPIRING IN 2003
Richard A. Aubrecht(5)(6)......... 57 1980 73,018 * 38,064 1.8 17,222 20.6
John D. Hendrick(7)............... 63 1994 2,250 * 1,500 * -0- -0-
TERM EXPIRING IN 2004
Kraig H. Kayser(8)(9)............. 41 1998 2,400 * -0- -0- -0- -0-
Robert H. Maskrey(10)............. 60 1998 60,530 * 30,475 1.4 13,111 15.7
Albert F. Myers(11)............... 55 1997 2,250 * -0- -0- -0- -0-
CLASS A DIRECTORS
CONTINUING IN OFFICE
TERM EXPIRING IN 2003
James L. Gray(12)................. 66 1999 4,800 * -0- -0- -0- -0-
TERM EXPIRING IN 2004
Robert R. Banta(13)............... 59 1991 14,540 * 6,900 * 11,111 13.3
All directors and officers as a
group (sixteen persons)......... 429,624(14) 3.2 159,461(14) 7.4 83,771 100.0
</Table>

- ---------------
* Does not exceed one percent of the class.

(1) Each share of Series B Preferred Stock, which has one vote per share on
matters as to which the Class is entitled to vote, is convertible into
.12878 Class A share. Under an agreement dated October 15, 1988, as
amended, the holders of the Series B Preferred Stock appointed as proxies
Executive Vice Presidents and Directors Joe C. Green and Robert H. Maskrey,
who will vote all shares of such stock as determined by a majority of such
shares.

(2) Mr. Green began his career at the Company in 1966. In 1973, Mr. Green was
named Vice President -- Human Resources, and elected to Chief
Administrative Officer in 1988. Before joining the Company, Mr. Green
worked for General Motors Institute and served as a Captain in the U.S.
Army. Mr. Green received his BS from Alfred University in 1962 and
completed graduate study in Industrial Psychology at Heidelberg University
in Germany.

(3) Mr. Brady has worked at the Company since 1966 in positions that have
encompassed finance, production and operations management. In 1976, Mr.
Brady was named Vice President and General Manager of the Aerospace Group.
He was elected a director in 1984, and became President and CEO in 1988. In
1996, he was elected Chairman of the Board. Prior to joining Moog, Mr.
Brady served as an officer in the U.S. Navy. Mr. Brady received his B.S.
from M.I.T. in 1962 and received his MBA from Harvard Business School in
1966.

(4) Mr. Brady's wife owns 300 Class A shares and is custodian of 1,500 Class A
shares for their children, neither of which are included.

(5) Dr. Aubrecht began his career with the Company in 1969. He worked in
various engineering capacities, including three years at the Company's
German subsidiary. After three years with American Hospital

Supply, Dr. Aubrecht rejoined the Company in 1979 as Administrative Vice
President and Secretary. In 1988, he became Chairman of the Board, and in
1996 was elected Vice Chairman of the Board and Vice President of Strategy
and Technology. Dr. Aubrecht studied at the Sibley School of Mechanical
Engineering at Cornell University where he received his B.S., M.S., and
Ph.D. degrees.

(6) Dr. Aubrecht's wife is the beneficial owner of 26,377 Class A shares and
59,487 Class B shares, which are not included.

(7) Mr. Hendrick is the retired Chairman of Okuma America Inc. located in
Charlotte, North Carolina. Prior to joining Okuma, Mr. Hendrick served in
the capacity of Vice President for both American Tool and Mitsui Tool
Machine. From 1972 to 1978, Mr. Hendrick was employed at Moog Inc.,
ultimately as Sales and Marketing Manager for the Company's Industrial
products. He holds degrees from the University of Pittsburgh and Carnegie
Mellon University.

(8) Mr. Kayser has been President and Chief Executive Officer of Seneca Foods
Corporation since 1993. Prior to joining Seneca Foods Corporation in 1991,
Mr. Kayser was a Vice President of J.P. Morgan Investment Management. He
received his B.A. from Hamilton College and MBA from Cornell University.

(9) Does not include 65,550 Class A shares and 30,450 Class B shares held in a
Seneca Foods Corporation pension plan for which Mr. Kayser is one of three
trustees as well as one of a number of beneficiaries. Also not included are
83,850 Class B shares owned by Seneca Foods Corporation, of which Mr.
Kayser is President and Chief Executive Officer, a director and a major
shareholder, and 24,550 Class A shares owned by the Seneca Foods
Foundation, of which Mr. Kayser is a director (see "Certain Beneficial
Owners").

(10) Mr. Maskrey has been with the Company since 1964. He served in a variety of
engineering capacities through 1976. From 1976 until 1981, Mr. Maskrey was
Chief Engineer for the Electronics & Systems Division. In 1981, Mr. Maskrey
joined the Aircraft Controls Division, of which he became General Manager
and concurrently a Vice President of the Company in 1985. In 1999, he was
elected an Executive Vice President and Chief Operating Officer. Mr.
Maskrey received his B.S. and M.S. in Mechanical Engineering from M.I.T.

(11) Mr. Myers is Corporate Vice President and Treasurer of Northrop Grumman
Corporation. Formerly Chief of the Controls Branch at NASA's Dryden Flight
Research Center, Mr. Myers joined Northrop in 1981. He received his B.S.
and M.S. degrees in mechanical engineering from the University of Idaho. In
addition, he completed a Sloan Fellowship at M.I.T. where he received an
M.S. in industrial management.

(12) Mr. Gray was Chairman and Chief Executive Officer of PrimeStar Partners, LP
from 1995 until he retired in 1998. Prior to joining PrimeStar Partners,
LP, Mr. Gray was Vice Chairman of Time Warner Cable. He received his B.S.
in Business Administration from Kent State University and his MBA from the
State University of New York at Buffalo.

(13) Mr. Banta has been with the Company since 1983 when he was appointed Vice
President -- Finance. He became Executive Vice President and Chief
Financial Officer in 1988 and was named a Director in 1991. Prior to
joining the Company, Mr. Banta was Executive Vice President of Corporate
Banking for M&T Bank. Mr. Banta received his B.S. from Rutgers University
and holds an MBA from the Wharton School of Finance and Commerce of the
University of Pennsylvania.

(14) Does not include shares held by spouses, or as custodian or trustee for
minors, as to which beneficial interest has been disclaimed, or shares held
under the "Moog Family Agreement as to Voting" described beginning on page
3. Includes 188,551 Class A shares subject to currently exercisable options
or options which become exercisable within 60 days. Officers and directors
of the Company have entered into an agreement among themselves and with the
Company's Savings and Stock Ownership Plan (the "SSOP"), the Employees'
Retirement Plan and the Company, which provides that prior to selling Class
B shares obtained through exercise of a non-statutory option, the remaining
officers and directors, the SSOP, the Employees' Retirement Plan and the
Company have an option to purchase the shares being sold.

SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

During the fiscal year ended September 29, 2001, all executive officers and
directors of the Company timely filed with the Securities and Exchange
Commission all required reports regarding their beneficial ownership of Company
securities.

OTHER DIRECTORSHIPS

Directors of the Company are presently serving on the following boards of
directors of other publicly traded companies:

<Table>
<Caption>
NAME OF DIRECTOR COMPANY
- ---------------- -------

Robert T. Brady......... M & T Bank Corporation; Seneca Foods Corporation; Astronics
Corporation; National Fuel Gas Company
Richard A. Aubrecht..... R.P. Adams Company, Inc.
Kraig H. Kayser......... Seneca Foods Corporation
James L. Gray........... Adelphia Business Solutions, Inc., Sea Pines Associates,
Inc.
</Table>

BOARD OF DIRECTORS AND COMMITTEE MEETINGS

From September 30, 2000 to September 29, 2001, the Board of Directors held
four meetings. Following are the standing committees of the Board of Directors
and the number of meetings they each held during the last fiscal year:

<Table>
<Caption>
NUMBER OF
COMMITTEES MEETINGS MEMBERS
- ---------- --------- -------

Audit...................... 4 Messrs. Kayser, Hendrick, Gray and Myers
Executive.................. 0 Messrs. Aubrecht, Banta, Brady, Green, and Maskrey
Executive Compensation..... 1 Messrs. Hendrick, Gray, Myers and Kayser
Stock Option............... 1 Messrs. Myers, Hendrick, Gray and Kayser
</Table>

Every member of the Board of Directors attended at least 75% of meetings of
the Board of Directors and of all committees on which he served.

The Executive Committee, between meetings of the Board of Directors and to
the extent permitted by law, exercises all of the powers and authority of the
Board in the management of the business of the Company. The Executive
Compensation Committee determines the compensation of corporate officers and
oversees the compensation of top management of the Company. The Stock Option
Committee is responsible for the administration of the stock option plans of the
Company and recommends to the Board of Directors proposed recipients of stock
options. The Audit Committee recommends the engaging and discharging of the
independent auditors, acts as liaison between the independent auditors and the
Board of Directors, and oversees the Company's internal accounting controls. The
Board of Directors does not have a Nominating Committee.

COMPENSATION OF DIRECTORS

Non-employee directors are paid $1,667 per month and reimbursed for
expenses incurred in attending Board and committee meetings. They received
aggregate remuneration of $104,000 for the fiscal year ended September 29, 2001.

The Company's 1998 Stock Option Plan provides that options to purchase
Class A shares may be granted to non-employee directors of the Company. During
fiscal year 2001, Messrs. Hendrick, Kayser, Gray, and Myers each were granted
options to purchase 750 Class A shares at an exercise price per share equal to
the fair market value of a Class A share on the date of grant. The options were
granted for a period of ten years and become exercisable on the first
anniversary of the grant.
6

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEE FOR CLASS B
DIRECTOR AND THE NOMINEE FOR CLASS A DIRECTOR.

COMPENSATION COMMITTEE REPORT

The Executive Compensation Committee (the "Compensation Committee")
determines the compensation of corporate officers and oversees the
administration of executive compensation programs. The Compensation Committee is
composed solely of independent, nonemployee directors of the Company. Messrs.
Gray, Hendrick, Myers and Kayser served on the Compensation Committee during the
past fiscal year. The Compensation Committee is responsible for all elements of
executive compensation including base salary, management profit sharing and
other benefit programs for key executives.

The goals of the Company's executive compensation program are to:

1. Pay competitively to attract, retain and motivate superior
executives who must operate in a highly competitive and technologically
specialized environment,

2. Relate total compensation for each executive to overall Company
performance as well as individual performance, and

3. Align executives' performances and financial interests with
shareholder value.

It is the Company's policy to consider the deductibility of executive
compensation under applicable income tax rules, as one of many factors used to
make specific compensation determinations consistent with the goals of the
Company's executive compensation program. Presently and for the foreseeable
future, Section 162(m) of the Internal Revenue Code, relating to the
nondeductibility of individual annual executive compensation payments in excess
of $1 million, will not cause any compensation to be paid by the Company to be
nondeductible.

SALARIES

Base salary ranges are developed after considering the recommendations of
professional compensation consultants who conduct annual compensation surveys of
similar companies. Base salaries within these ranges are targeted to be above
average and competitive in relation to salaries paid for similar positions in
comparable companies. On an annual basis, the Compensation Committee reviews
management recommendations for executives' salaries utilizing the results of
survey data for comparable executive positions. Individual salary determinations
within the established ranges are made based on position accountabilities,
experience, sustained individual performance, overall Company performance, and
peer comparisons inside and outside the Company, with each factor being weighed
reasonably in relation to other factors.

MANAGEMENT PROFIT SHARING

Under the Management Profit Sharing Plan, which is a part of an overall
Employee Profit Sharing Plan approved by the Board of Directors, an individual
executive's annual profit share is determined by multiplying the base salary by
the product of the Company's percent improvement in earnings per share and a
multiple which varies with the executive's accountabilities. The Company uses
percent improvement in earnings per share as the performance parameter because
it is the principal financial performance measurement used by share investors
and the general financial community.

The plan is intended to motivate executives toward the achievement of goals
which are directly aligned with shareholder interests. Officers of the Company
participate in this plan with all other key executives. There have been fiscal
years when management has temporarily suspended the entire profit share plan or
paid only a portion of the plan. A management profit share was paid to
executives for fiscal year 2001. Such profit share was payable to executive
officers on January 2, 2002, the date the Compensation Committee established for
payment.

STOCK OPTIONS

Stock option plans are used to relate the long-term financial interests of
executives with those of shareholders.

The Company had an Incentive Stock Option Plan which expired on December
31, 1992. Options granted under this plan and shown in the Aggregated Option
Exercises in Last Fiscal Year and Fiscal Year-End Option Values Table on page 12
remain outstanding. All stock options granted under this plan were priced at the
fair market value of the underlying stock as of the date of the grant.

The shareholders of the Company, on February 11, 1998, approved a new Stock
Option Plan providing for the grant of options which may be "Incentive Stock
Options" within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended, or non-qualified stock options, or a combination of both, as
determined by the Stock Option Committee. The Stock Option Plan, which will
terminate on December 31, 2007, covers a total of 900,000 shares of the
Company's Class A common stock, $1.00 par value, reserved for the grant of
options to directors, officers, and other key employees. The Stock Option Plan
provides that the option price shall be at least equal to the fair market value
of the Company's Class A common stock at the time of the grant. The Plan is
administered by a committee appointed by the Board of Directors comprised of at
least two directors, each of whom is a "Disinterested Board Member."

During fiscal year 2001, Messrs. Brady, Green, Maskrey, Banta and Aubrecht
received options for 12,000, 9,000, 9,000, 9,000 and 9,000 shares, respectively,
and all executive officers and directors as a group received options for a total
of 87,000 shares. The options granted have an exercise price of $17.08 and are
exercisable not less than one year and ending not more than ten years after the
date upon which they were granted. See page 11 for table of Option Grants in
Last Fiscal Year.

OTHER COMPENSATION PLANS

In order that the total aggregated compensation package provided officers
meets the Company's goals, officers are provided certain additional benefit
plans as discussed on pages 12 through 14. These plans are comparable to those
provided to executives in companies surveyed by the Company's professional
compensation consultants.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER

The Compensation Committee determines the Chief Executive Officer's salary
and other compensation elements based on performance. The salary is established
within a salary range recommended by an independent compensation consulting
firm.

The Company has closely managed its business plans over the past several
years in response to changing demands in a more competitive global marketplace.
The Company continues to complete strategic acquisitions to strengthen its
market position. Management has continued to improve overall financial
performance. The fiscal year 2001 results again improved over the prior year.

Mr. Brady has been Chief Executive Officer since 1988, and Chairman since
1996. His dedicated leadership continues to be a vital guiding force for the
Company in meeting the challenges of today's diverse global business
environment. His efforts not only have resulted in improved Company performance
during fiscal 2001, but positions the Company for continued success in the
future.

The Compensation Committee believes that its actions have been an effective
implementation of the Company's overall compensation policies.

John D. Hendrick
James L. Gray
Kraig H. Kayser
Albert F. Myers

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Messrs. Hendrick, Gray, Myers and Kayser served on the Compensation
Committee during the past fiscal year. Mr. Kayser is also President and Chief
Executive Officer, a director and a major shareholder of Seneca Foods
Corporation ("Seneca"). Mr. Brady, the Company's Chairman, President and Chief
Executive Officer, is a director of Seneca.

AUDIT COMMITTEE REPORT

The Audit Committee consists of Messrs. Kayser, Hendrick, Gray and Myers,
each of whom is "independent" in accordance with the standards imposed by the
New York Stock Exchange. The Audit Committee oversees and monitors the
functioning of management and the independent auditors in the Company's
financial reporting process.

In connection with the September 29, 2001 financial statements, the Audit
Committee (1) reviewed and discussed the audited financial statements with
management, (2) discussed with the auditors the matters required by Statement on
Auditing Standards No. 61 and (3) received and discussed with the auditors the
matters required by Independence Standards Board Standard No. 1. Based upon
these reviews and discussions, the Audit Committee recommended to the Board of
Directors that the audited financial statements be included in the Annual Report
on Form 10-K filed with the SEC.

Kraig H. Kayser
John D. Hendrick
James L. Gray
Albert F. Myers

STOCK PRICE PERFORMANCE GRAPH
1996 - 2001

The following graph compares the cumulative total shareholder return on the
Company's Class A Common Stock with that of the NYSE Composite Index, a major
index of the New York Stock Exchange, the AMEX Market Value Index, a major
market index of the American Stock Exchange, and the S&P Aerospace/Defense
Index, an industry index published by Standard and Poor's Corporation. The
comparison for each of the periods assumes that $100 was invested on September
30, 1996 in each of the Company's Class A Common Stock, the stocks included in
the NYSE Composite Index, the AMEX Market Value Index and the S&P
Aerospace/Defense Index. These indices, which reflect formulas for dividend
reinvestment and weighting of individual stocks, do not necessarily reflect
returns that could be achieved by individual investors.

[CUMULATIVE TOTAL RETURN CHART]

<Table>
<Caption>
- --------------------------------------------------------------------------------------
CUMULATIVE TOTAL RETURN
- --------------------------------------------------------------------------------------
9/96 9/97 9/98 9/99 9/00 9/01
--------------------------------------------------------------

MOOG INC. 100 178 130 127 134 150
NYSE COMPOSITE 100 135 137 161 181 148
AMEX MARKET VALUE 100 125 117 151 188 161
S&P
AEROSPACE/DEFENSE 100 124 92 95 126 103
</Table>

SUMMARY COMPENSATION TABLE

The following tabulation shows information concerning the compensation for
services in all capacities to the Company for the fiscal years ended September
29, 2001, September 30, 2000 and September 25, 1999 of the Chief Executive
Officer and the other four most highly compensated executive officers at
September 29, 2001 (the "Named Executives").

<Table>
<Caption>
ANNUAL COMPENSATION SECURITIES
-------------------------------- UNDERLYING ALL OTHER
SALARY BONUS OTHER OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) (#)(1) ($)(2)
- --------------------------- ---- ------- ------ ------ ---------- ------------

Robert T. Brady..................... 2001 522,000 76,689 13,081 12,000 7,892
Chairman of the Board, 2000 501,000 0 11,672 12,000 7,055
President, Chief Executive Officer 1999 492,500 68,036 11,928 12,000 5,188
Robert H. Maskrey................... 2001 350,750 51,609 10,687 9,000 4,437
Executive Vice President, 2000 335,000 0 10,365 9,000 5,685
Chief Operating Officer 1999 318,447 45,493 10,580 9,000 5,648
Joe C. Green........................ 2001 335,000 48,565 5,468 9,000 3,387
Executive Vice President, 2000 335,000 0 3,304 9,000 30,417
Chief Administrative Officer 1999 324,613 45,493 3,476 9,000 5,188
Robert R. Banta..................... 2001 320,750 47,115 10,190 9,000 3,078
Executive Vice President, 2000 308,000 0 3,304 9,000 4,223
Chief Financial Officer 1999 297,167 41,826 6,753 9,000 63,879
Richard A. Aubrecht................. 2001 277,250 40,737 6,992 9,000 5,290
Vice Chairman of the Board, 2000 266,000 0 4,357 9,000 6,251
Vice President 1999 262,783 36,123 4,538 9,000 5,360
</Table>

- ---------------
(1) Securities underlying options have been adjusted to reflect the stock
dividend effected in the form of a 3-for-2 stock split on September 21,
2001.

(2) Amounts shown for 2001 include $0, $1,050, $0, $0 and $2,625 representing
Company matching contributions to the Company's Savings and Stock Ownership
Plan, $0, $0, $0, $0 and $0 representing payments in lieu of vacation and
$7,892, $3,387, $3,387, $3,078 and $2,665 representing premiums on group
life insurance, paid by the Company on behalf of Messrs. Brady, Maskrey,
Green, Banta and Aubrecht, respectively.

OPTION GRANTS IN LAST FISCAL YEAR

Shown below is information as to grants of stock options made during the
fiscal year ended September 29, 2001 to the Named Executives.

<Table>
<Caption>
POTENTIAL REALIZABLE VALUE
INDIVIDUAL GRANTS AT ASSUMED ANNUAL RATES
-------------------------------------------------- OF STOCK PRICE APPRECIATION
NUMBER OF % OF TOTAL FOR OPTION TERM($)(2)
SECURITIES OPTIONS ---------------------------
UNDERLYING GRANTED TO EXERCISE ASSUMED ASSUMED
OPTIONS EMPLOYEES IN PRICE PER EXPIRATION APPRECIATION APPRECIATION
NAME GRANTED(1) FISCAL YEAR SHARE($) DATE OF 5% OF 10%
- ---- ---------- ------------ --------- ---------- ------------ ------------

Robert T. Brady................ 12,000 13.8% 17.08 11/29/10 128,844 326,724
Robert H. Maskrey.............. 9,000 10.3% 17.08 11/29/10 96,633 245,043
Joe C. Green................... 9,000 10.3% 17.08 11/29/10 96,633 245,043
Robert R. Banta................ 9,000 10.3% 17.08 11/29/10 96,633 245,043
Richard A. Aubrecht............ 9,000 10.3% 17.08 11/29/10 96,633 245,043
</Table>

- ---------------
(1) Only Class A stock options were granted in fiscal 2001. These options become
exercisable in annual installments as follows: (a) Mr. Brady -- 118 shares
on November 29, 2000; 5,853 shares on November 29, 2006; 5,853 shares on
November 29, 2007 and 176 shares on November 29, 2008; and (b) Messrs.
Maskrey, Green, Banta and Aubrecht -- 4,561 shares on November 29, 2004, and
4,439 shares on November 29, 2005. Securities underlying options granted
have been adjusted to reflect the stock dividend effected in the form of a
3-for-2 stock split completed on September 21, 2001.

(2) Potential realizable values are based on the assumed annual growth rates for
the ten-year option term. A 5% annual growth rate would result in a stock
price of $27.82 at the November 29, 2010 expiration date and a 10% annual
growth rate would result in a stock price of $44.30 at the November 29, 2010
expiration date. The amounts set forth are not intended to forecast future
appreciation, if any, of the stock price, which will depend on market
conditions and the Company's future performance and prospects.
11

AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

Shown below is information concerning exercises of options by the Named
Executives during fiscal year 2001 and the number and value of their unexercised
options at fiscal year-end. This information includes options granted under the
Company's Incentive Stock Option Plan which terminated on December 31, 1992, and
options granted under the 1998 Stock Option Plan, which was approved by
shareholders in February 1998.

<Table>
<Caption>
VALUE OF
UNEXERCISED
IN-THE-MONEY
NUMBER OF SECURITIES OPTIONS
SHARES ACQUIRED UNDERLYING UNEXERCISED AT FISCAL
ON EXERCISE OPTIONS AT FISCAL YEAR-END YEAR-END($)
--------------------- --------------------------- ------------
VALUE CLASS A CLASS A CLASS A
NAME CLASS A REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE
- ---- ------- ----------- ----------- ------------- ------------

Robert T. Brady.......................... 10,500 134,754 32,937 34,563 349,611
Robert H. Maskrey........................ 7,500 96,875 29,690 22,060 302,616
Joe C. Green............................. 0 0 21,440 22,060 147,351
Robert R. Banta.......................... 4,200 12,949 9,740 22,060 2,333
Richard A. Aubrecht...................... 7,500 96,875 29,690 22,060 302,616
</Table>

EMPLOYEES' RETIREMENT PLAN

Under the Company's Employees' Retirement Plan, benefits are payable
monthly upon retirement to participating employees of the Company based upon
compensation and years of service and subject to limitations imposed by the
Employee Retirement Income Security Act of 1974 ("ERISA"). The Employees'
Retirement Plan is administered by a Retirement Plan Committee and covers all
employees with one year of service and a minimum of 1,000 hours of employment.

Benefits payable under the Plan are determined on the basis of compensation
and credited years of service. It is a career average plan. Effective January 1,
1998, Plan compensation for prior service as of October 1, 1990, is the base
annual rate of pay, plus overtime pay and shift differential compensation for
calendar year 1989, or the base annual rate of pay as of January 1, 1988, if
higher. Future service compensation is the basic annual rate of pay for the
preceding plan year plus overtime and shift differential compensation, limited
to $200,000 (as indexed) through September 30, 1994, and $150,000 (as indexed)
thereafter.

The prior service benefit is 1.15% of the first $20,000 of prior service
compensation, plus 1.75% of the excess, multiplied by prior service, but not
less than the accrued benefit as of September 30, 1990, determined under the
prior Plan.

The future service benefit for each year of credited service is 1.15% of
the first $20,000 of future service compensation for such year, plus 1.75% of
the excess. Any participant with five years or more of service receives a
minimum pension of $2,400 per year, reduced pro rata for credited service of
less than 15 years.

SUPPLEMENTAL RETIREMENT PLAN

The Company also has a Supplemental Retirement Plan applicable to eligible
officers of the Company with at least 10 years of continuous service upon
retirement at age 65 or older.

The Supplemental Retirement Plan provides benefits for an eligible officer
at age 65 with 25 years of service equal to 65% of the average of the highest
consecutive three year base salary of such officer prior to retirement, less any
benefits payable under the Employees' Retirement Plan, and also less the primary
Social Security benefit of such officer at age 65. An officer 60 or more years
of age, whose combined chronological age and years of service equal or exceed
90, may elect early retirement and receive reduced benefits. A reduced benefit
is available for officers 65 years of age with between 10 and 25 years of
service.

A participant's benefits are vested in the event of an involuntary
termination of employment other than for cause, as defined in the Supplemental
Retirement Plan. For purposes of the Supplemental Retirement Plan, a change in
duties, responsibilities, status, pay or perquisites which follows a change of
control of the Company, as defined therein, is deemed an involuntary
termination.

The projected annual benefits, assuming level continuation of earnings,
payable at normal age 65 retirement for each of the Named Executives under the
Employees' Retirement Plan and the Supplemental Retirement Plan are:

<Table>
<Caption>
PROJECTED ANNUAL
BENEFIT
PAYABLE AT NORMAL
NAME RETIREMENT AGE
- ---- -----------------

Robert T. Brady............................. $303,756
Joe C. Green................................ 195,508
Robert H. Maskrey........................... 194,171
Robert R. Banta............................. 171,755
Richard A. Aubrecht......................... 152,223
</Table>

EMPLOYMENT TERMINATION BENEFITS AGREEMENTS

Certain executive officers of the Company, including those named in the
Summary Compensation Table, have entered into Employment Termination Benefits
Agreements (the "Termination Agreements") with the Company.

The Termination Agreements provide that upon death, disability or
retirement, the executive will receive those benefits provided to him by the
Company under all its benefit plans. Where employment is terminated for cause,
as defined in the Termination Agreements, the executive is entitled to the cash
equivalent of any unutilized vacation, but is not entitled to participate in any
profit share award or incentive compensation payable after the date of
termination. In such circumstances, the right to exercise any stock options is
also terminated. Upon a voluntary termination, the executive receives employment
benefits up to the date of termination, as well as the cash value of any
unutilized vacation benefits and stock options may be exercised. In the event of
a voluntary termination, the executive is not entitled to receive any profit
share award or incentive compensation payable after termination.

Upon an involuntary termination other than for cause, the executive is
immediately vested under the Supplemental Retirement Plan and is entitled to
receive for one year, certain perquisites and insurance benefits. The executive
also receives amounts otherwise payable under the Management Profit Sharing
Plan. Stock options may be exercised, or if not then exercisable, the executive
is entitled to cash in an amount equal to the difference between the then
current market value of the Company Common Stock underlying the option and the
option's exercise price. The executive is entitled to the cash value of
unutilized vacation benefits, as well as to the continuation of base
compensation plus profit share and any bonus for between 12 and 36 months, based
on years of service. Where involuntary termination occurs by reason of a change
of control of the Company, as defined in the Termination Agreements, the
executive receives the benefits otherwise provided for an involuntary
termination, with accelerated vesting of compensation continuation.

During the term of the Termination Agreements, and in the event of
involuntary termination upon a change of control, until the last payment to the
executive is made under the Termination Agreements, the executive may not
compete with the Company.

DIRECTORS AND OFFICERS INDEMNIFICATION INSURANCE

On October 25, 2001, the Company renewed an officers and directors
indemnification insurance policy written by The Chubb Group. The renewal was for
a one-year period at an annual premium of $113,900. The policy provides
indemnification benefits and the payment of expenses in actions instituted
against any director or officer of the Company for claimed liability arising out
of their conduct in such capacities. No payments or claims of indemnification or
expenses have been made under any such insurance policies purchased by the
Company at any time.

PROPOSAL 2 -- SELECTION OF INDEPENDENT AUDITORS

The Board of Directors, on recommendation of the Audit Committee, has
selected KPMG LLP, independent certified public accountants, to continue as
independent auditors of the Company for fiscal year 2002. Representatives of
KPMG LLP are expected to attend the shareholders meeting, will be available to
respond to appropriate questions and will be given the opportunity to make a
statement if they so desire.

AUDIT FEES

The following table sets forth the fees billed to the Company for the year
ended September 29, 2001 by the Company's independent accountants, KPMG LLP:

<Table>

Audit Fees.................................................. $294,000
--------
Financial Information Systems Design and Implementation
Fees...................................................... --
--------
All Other Fees.............................................. 325,000
--------
Total....................................................... $619,000
========
</Table>

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF KPMG LLP AS
AUDITORS FOR FISCAL YEAR 2002.

PROPOSALS OF SHAREHOLDERS FOR 2003 ANNUAL MEETING

To be considered for inclusion in the proxy materials for the 2003 Annual
Meeting of Shareholders, shareholder proposals must be received by the Secretary
of the Company prior to September 6, 2002. With respect to shareholder proposals
not submitted for inclusion in the proxy materials for that meeting, if notice
of such a proposal is not received prior to November 22, 2002, the proxy for the
2003 Annual Meeting will confer discretionary authority to vote on any such
proposal.

OTHER MATTERS

As of the date of this Proxy Statement, the Board of Directors does not
intend to present, and has not been informed that any other person intends to
present, any matter for action at this meeting other than those specifically
referred to in this Proxy Statement. If other matters properly come before the
meeting, it is intended that the holders of the proxies will act with respect
thereto in accordance with their best judgment.

The cost of this solicitation of proxies will be borne by the Company. The
Company may request brokerage houses, nominees, custodians and fiduciaries to
forward soliciting material to the beneficial owners of stock held of record,
and will reimburse such persons for any reasonable expense in forwarding the
material. In addition, officers, directors and employees of the Company may
solicit proxies personally or by telephone and will not receive any additional
compensation.

Copies of the 2001 Annual Report of the Company, which include the
Company's Annual Report on Form 10-K for fiscal 2001, are being mailed to
shareholders, together with this Proxy Statement, proxy card and Notice of
Annual Meeting of Shareholders. Additional copies may be obtained from the
Treasurer of the Company, East Aurora, New York 14052.

By Order of the Board of Directors

JOHN B. DRENNING, Secretary

Dated: East Aurora, New York
January 3, 2002

PLEASE MARK
YOUR VOTES AS [X]
INDICATED IN
THIS EXAMPLE

No. 1

Election of Director

WITHHOLD
FOR AUTHORITY
nominee for the nominee
[ ] [ ]

The Board of Directors recommends that you vote FOR:
CLASS A DIRECTOR - TERM EXPIRING IN 2005
01 Robert T. Brady

The Board of Directors recommends that you vote FOR:

No. 2

Ratification of KPMG LLP as auditors for the year 2002

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

No. 3

In their discretion, the proxies are authorized to vote upon any other matters
of business which may properly come before the meeting, or any adjournment(s)
thereof.

Dated:________________________________________________, 2002

____________________________________________________________

____________________________________________________________
(Signature of Shareholder(s))

Please sign, date and return your voting card by 1/18/02 in the enclosed
envelope which requires no postage. Please date and sign your name as the name
appears on this proxy. Joint owners should each sign. If the signer is a
corporation, please sign full name by duly authorized officer. Executors,
administrators, trustees, etc. should give full title as such.

- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -

VOTE BY INTERNET OR TELEPHONE OR MAIL
24 HOURS A DAY, 7 DAYS A WEEK

YOUR TELEPHONE OR INTERNET VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR
SHARES IN THE SAME MANNER AS IF YOU MARKED, SIGNED AND RETURNED YOUR
PROXY CARD.

- --------------------------------------------------------------------------------
INTERNET
http://www.eproxy.com/moga

Use the Internet to vote your proxy. Have your proxy card in hand when you
access the web site. You will be prompted to enter your control number, located
in the box below, to create and submit an electronic ballot.
- --------------------------------------------------------------------------------
OR

- --------------------------------------------------------------------------------
TELEPHONE
1-800-435-6710

Use any touch-tone telephone to vote your proxy. Have your proxy card in hand
when you call. You will be prompted to enter your control number, located in the
box below, and then follow the directions given.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
MAIL

Mark, sign and date your proxy card and return it in the enclosed postage-paid
envelope.
- --------------------------------------------------------------------------------

IF YOU VOTE YOUR PROXY BY INTERNET OR BY TELEPHONE, YOU
DO NOT NEED TO MAIL BACK YOUR PROXY CARD.

MOOG INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
FEBRUARY 6, 2002 AT 9:15 A.M.
ALBRIGHT-KNOX ART GALLERY
1285 ELMWOOD AVENUE
BUFFALO, NEW YORK
CLASS A SHARES

The undersigned hereby directs HSBC Bank USA, Trustee of the MOOG INC.
Savings & Stock Ownership Plan, to vote all shares of Class A common stock of
MOOG INC. held for the benefit of the undersigned and entitled to vote at the
Annual Meeting of Shareholders to be held on February 6, 2002, and at all
adjournments thereof, in the transaction of such business as may properly come
before the meeting, and particularly the matters stated on the reverse side of
this card, all in accordance with and as more fully described in the
accompanying Proxy Statement.

THE CLASS A SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED
ON THE REVERSE SIDE OF THIS CARD, OR IF NO DIRECTION IS GIVEN, THEY WILL BE
VOTED BY THE TRUSTEE AS DIRECTED BY THE INVESTMENT COMMITTEE OF THE PLAN. YOUR
VOTE WILL BE KEPT CONFIDENTIAL.

(See Reverse)

- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -

MOOG INC.

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD

Wednesday, February 6, 2002
9:15 a.m.
Albright-Knox Art Gallery
1285 Elmwood Avenue
Buffalo, New York