SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 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):
                      November 14, 1997
  
  
                     Wyman-Gordon Company
    (Exact name of Registrant as specified in its charter)
  
  
  
  
           Massachusetts           0-3085              04-1992780
  (State or other jurisdiction    (Commission File       (I.R.S. Employer
      of incorporation)               Number)           Identification No.)
  
  
  
  244 Worcester Street, Box 8001, No. Grafton, Massachusetts 01536-8001
    (Address of principal executive offices and zip code)
  
  
                                   508-839-4441
     Registrant's telephone number, including area code:
  
  
     ITEM 5.  OTHER EVENTS
  
  This Current Report on Form 8-K is filed by Wyman-Gordon Company (the
  "Company" or "Wyman-Gordon") for the following purposes: (1) to report
  that the Company has commenced a cash tender offer for certain of its
  debt securities and is soliciting (the "Consent Solicitation") consents
  ("Consents") to amend the related indenture; (2) to report developments
  relating to the previously reported industrial accident at the facility
  of Wyman-Gordon Forgings, Inc. in Houston, Texas; and (3) to report the
  commencement of an investigation by certain federal agencies involving
  alleged irregularities at the Company's Tilton, New Hampshire facility.
  
  Cash Tender Offer
  
     The Company announced on November 14, 1997 that it is commencing a
  cash tender offer (the "Tender Offer") for its outstanding $90,000,000
  aggregate principal amount of 10 3/4% Notes due 2003 (the "Notes").  The
  purchase price for Notes validity tendered and accepted for purchase will
  be an amount based on a yield to the first call date equal to a 50 basis
  point spread over the yield of the 5.125% U.S. Treasury Note due March
  31, 1998 as of 2:00 p.m., New York City Time, on the second business day
  immediately preceding the expiration date of the offer, less a consent
  payment of $20 per $1,000 principal account.  The Tender Offer is
  scheduled to expire at 12:00 Midnight, New York City time, on December
  12, 1997, unless extended.
  
     In conjunction with the Tender Offer, the Company is also
  soliciting consents from the registered holders of the Notes to effect
  certain amendments to the indenture under which the Notes were issued. 
  Holders who provide consents to the proposed amendments will receive a
  consent payment of $20 per $1,000 principal amount of Notes tendered and
  accepted for purchase pursuant to the offer if they provide their
  consents on or prior to 5:00 p.m., New York City time, on December 1,
  1997.
  
     The Company intends to finance the Tender Offer with a portion of
  the proceeds of a proposed offering by the Company of $100,000,000
  principal amount of senior notes.  The Company's obligation to accept for
  purchase and to pay for Notes in the Tender Offer is conditioned on,
  among other things, the closing of the offering of the new notes.
  
     Salomon Brothers Inc is the exclusive dealer manager and consent
  solicitation agent, and Morrow & Co., Inc. is the information agent for
  the Tender Offer and Consent Solicitation.
  
     This announcement is not (1) an offer to purchase, a solicitation
  of an offer to purchase or a solicitation of consents with respect to any
  of the Company's 10 3/4% Notes due 2003 or (2) an offer to sell or the
  solicitation of an offer to purchase any senior notes to finance the
  Tender Offer, nor shall there be any sale of senior notes in any state in
  which such offer, solicitation or sale would be unlawful.  The Tender
  Offer and Consent Solicitation is made solely by the Offer to Purchase
  and Consent Solicitation Statement dated November 14, 1997.  Any offering
  of senior notes will made solely by a prospectus relating to such senior
  notes.
  
  Industrial Accident
  
     On December 22, 1996, a serious industrial accident occurred at the
  Houston, Texas facility of Wyman-Gordon Forgings, Inc. ("WGFI"), a
  wholly-owned subsidiary of the Company, in which eight employees were
  killed and two others were seriously injured.  The Occupational Safety
  and Health Administration ("OSHA") conducted an investigation of the
  accident.  On June 18, 1997, WGFI reached an agreement with OSHA,
  settling citations resulting from the accident.  Under the terms of the
  settlements, WGFI agreed to pay a fine of $1.8 million and not to contest
  the OSHA citations.
  
     The injured workers and the decedents' families have all retained
  attorneys who notified the Company that they intend to assert claims
  against the Company on behalf of their clients.  WGFI has also received
  claims from several employees of a subcontractor claiming to have been
  injured at the time of the accident as well as from one current employee. 
  The Company has cooperated with attorneys for the decedents' families by
  providing them information and allowing them and their experts access to
  Company facilities.
  
     To date, the Company has agreed in principle to settle all claims
  that could be brought by two of the decedent's families on terms
  acceptable to the Company and its insurance carriers.  The Company thus
  far has been unable to achieve settlements with the other claimants, and,
  on October 24, 1997, a lawsuit was filed in the District Court of Harris
  County, Texas, on behalf of three of the decedents' families against the
  Company, WGFI and Cooper-Cameron Corporation, as successor in interest to
  the manufacturer of the valve.
  
     In general under Texas statutory law, an employee's exclusive
  remedy against an employer for an on-the-job injury is the benefits of
  the Texas Workers Compensation Act.  WGFI, the employer of the deceased
  employees, has workers compensation insurance coverage and the injured
  employees and beneficiaries of the deceased employees are receiving
  workers compensation payments.  Under applicable law, however, statutory
  beneficiaries of employees killed in the course and scope of their
  employment may recover punitive (but not compensatory) damages in excess
  of workers compensation benefits.  However, to do so they must prove that
  the employer was grossly negligent.  The protection of the workers
  compensation exclusive remedy provision may not extend to the Company as
  parent corporation of WGFI.  Therefore, with regard to the October 24,
  1997 lawsuit and any future lawsuits brought on behalf of those killed or
  injured in the Houston accident or their families against the Company, if
  (i) the court finds that the Company had a legal duty to WGFI and its
  employees, (ii) the evidence supports a finding that the Company acted
  negligently in its duty to WGFI and its employees and (iii) such
  negligence had a causal connection with the accident, the plaintiffs
  might be able to recover compensatory damages against the Company.  If it
  is shown that the Company's conduct amounted to gross neglect, and that
  conduct is found to be a cause of the accident, the plaintiffs may be
  able to recover punitive damages against the Company. 
  
   It is not possible at this time to determine the extent, if any, to
  which WGFI or the Company could be held liable in connection with the
  accident.  The Company maintains general liability and employer's
  liability insurance for itself and its subsidiaries under various
  policies with aggregate coverage limits of approximately $29 million. 
  While WGFI has tendered the defense of the various claims to the
  Company's insurance carriers, there can be no assurance that the full
  insurance coverage will be available.  Counsel for the Company has been
  engaged for several months in settlement discussions with attorneys
  representing the decedents' families.  At this time, however, only two of
  the decedents' families (and none of the other claimants or potential
  claimants) have agreed to settle any claims against the Company and/or
  WGFI relating to the accident.  If the Company is not successful in
  settling the remaining claims on terms acceptable to the Company, the
  Company anticipates that more lawsuits relating to the accident will be
  filed against it and WGFI.  Based on the Company's experience in the
  settlement negotiations to date, the Company believes that there is a
  substantial risk that the pending and threatened claims will not be
  settled for an aggregate amount within its insurance coverage limits. 
  The Company anticipates that, like the currently pending lawsuit, any
  additional lawsuits will include claims for alleged compensatory as well
  as punitive damages that in the aggregate could substantially exceed the
  Company's available insurance coverage.  The Company intends vigorously
  to defend all lawsuits that have been or may be filed relating to the
  accident.  However, if one or more such lawsuits were to be prosecuted
  successfully by the plaintiffs and a judgment were to be obtained by one
  or more plaintiffs in such lawsuits and sustained on appeal, litigation
  costs, including the cost of pursuing any appeals, and the cost of paying
  such a judgment, to the extent not covered by insurance, could have a
  material adverse effect on the Company's financial condition and the
  results of operations, particularly if any such judgment includes awards
  for punitive damages.
  
  Investigation at the Company's Tilton Facility
  
   On September 25, 1997 the Company received a subpoena from the
  United States Department of Justice informing it that the United States
  Department of Defense and other federal agencies had commenced an
  investigation with respect to the manufacture and sale of investment
  castings at the Company's Tilton, New Hampshire facility.  The focus of
  the investigation is whether the Company failed to comply with required
  inspection procedures for cast aerospace parts and whether the Company
  shipped cast components that did not meet applicable specifications,
  which could be a violation of federal requirements.  The investigating
  agencies have directed the Company to furnish various documents and
  information relating to the subject of the investigation.  The Company is
  cooperating fully with the investigation and in addition has commenced
  its own investigation, which is being supervised by the Company's outside
  attorneys and conducted by quality and process auditors from another
  casting facility of the Company and by the Company's internal attorneys. 
  Such investigation has identified certain departures from Company
  policies and procedures which are currently the subject of further
  review.  The federal investigation may result in criminal or civil
  charges being brought against the Company, which could result in civil
  damages and penalties and criminal liability, if the Company were found
  to have violated federal laws.  Based on the Company's own investigation
  to date (which is ongoing), the Company does not believe that the federal
  investigation is likely to result in a material adverse impact on the
  Company's financial condition or results of operations, although no
  assurance as to the outcome or impact of that investigation can be given.

                              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.
  
  
  Date: November 18, 1997        WYMAN-GORDON COMPANY
                                 
  
                                 /s/ Andrew C. Genor          
                                 By: Andrew C. Genor
                                 Vice President
                                 Chief Financial Officer
                                 and Treasurer
  
  DOCSC\561674.2