8-K

                       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): September 30, 2003

                                    MOOG INC.
             (Exact name of registrant as specified in its charter)

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

                       East Aurora, New York            14052-0018
               (Address of principal executive offices)  (Zip Code)

       Registrant's Telephone Number, Including Area Code: (716) 652-2000

                                       N/A
          (Former name or former address, if changed since last report)

- --------------------------------------------------------------------------------

Item 2. Acquisition or Disposition of Assets.

On September 30, 2003, Moog Inc. (the Company) completed the acquisition of the
net assets of the Poly-Scientific division of Litton Systems, Inc., a wholly
owned subsidiary of Northrop Grumman Corporation, for $158 million in cash.
Poly-Scientific is a manufacturer of motion control and data transmission
devices and its principal products are electrical and fiber optic slip rings,
brushless D.C. motors and electromechanical actuators. Poly-Scientific has
locations in Blacksburg, Virginia, Springfield, Pennsylvania and Murphy, North
Carolina. Based on information obtained by the Company in connection with its
evaluation of the acquisition, Poly-Scientific had sales of approximately $133
million and operating margins of 12.2% for its fiscal year ended December 31,
2002.

The net assets acquired primarily include receivables, inventories, property,
plant and equipment, and goodwill and other intangible assets, net of current
liabilities. The Company intends to continue to use the property, plant and
equipment in the business.



The nature and amount of consideration related to the acquisition were
determined by arms-length negotiations between representatives of the Company
and Litton Systems, Inc.

On September 16, 2003, the Company completed the sale of 2,012,500 shares of
Class A Common Stock. The net proceeds of approximately $72 million were used to
pay for a portion of the purchase price of Poly-Scientific. The balance of the
purchase price was funded with $65 million under the Company's Amended and
Restated Loan Agreement (Credit Facility) with a banking group and $21 million
under a new 18-month bank loan.

In connection with the acquisition of Poly-Scientific, on August 6, 2003, the
Company modified its Credit Facility to allow for the acquisition. The $390
million Credit Facility provides for $315 million under a revolving facility and
a $75 million term loan with interest at LIBOR plus the applicable margin, which
is currently 175 basis points. The Credit Facility expires on March 31, 2008 and
requires quarterly principal payments on the term loan of $3.75 million, which
commenced on June 30, 2003. The Credit Facility is secured by substantially all
of the Company's U.S. assets.

Item 5. Other Events and Regulation FD Disclosure.

On October 1, 2003, the Company issued a press release announcing the
acquisition of Poly-Scientific and updating its outlook for fiscal 2004. The
information contained in this press release is incorporated by reference into
this report and is filed as Exhibit 99.1 hereto.

Item 7. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.*
(b) Pro forma financial information.*

* It was impracticable to file the required financial statements of the business
acquired and the required pro forma financial information with respect to the
acquisition at the time this report was filed. The omitted information will be
filed as soon as practicable, but in no event later than 60 days after this
report is required to be filed.

(c) Exhibits

On September 4, 2003, the Company filed an 8-K and attached the Asset Purchase
and Sale Agreement by and between Litton Systems, Inc. and Moog Inc. dated as
August 14, 2003 as Exhibit 2.1. Pursuant to Rule 601 (b) (2) of Regulation S-K,
schedules to this agreement have been omitted. The Company hereby agrees to
supplementally provide to the Securities and Exchange Commission copies of the
schedules upon request.

No.               Exhibit
- ---               -------

99.1              Press release dated October 1, 2003.




                                    SIGNATURE

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.

Dated: October 1, 2003               By:    /s/ Donald R. Fishback
                                            ----------------------------
                                     Name:  Donald R. Fishback
                                     Title: Controller




                                  EXHIBIT INDEX

No.               Exhibit
- ---               -------

99.1              Press release dated October 1, 2003.

EX-99.1

                                                                    Exhibit 99.1

     Moog Closes Poly-Scientific Acquisition, Updates Outlook for Fiscal '04

    EAST AURORA, N.Y., Oct. 1 /PRNewswire-FirstCall/ -- Moog Inc. (NYSE: MOG.A
and MOG.B) announced today that it has closed on its acquisition of the assets
of Northrop Grumman Corporation's Poly-Scientific Division.

    Poly-Sci is a manufacturer of motion control and data-transmission devices.
Its principal products are electrical and fiber-optic slip rings, brushless D.
C. motors, and electromechanical actuators and it employs about 1,000 people in
three locations:  Blacksburg, Virginia, Springfield, Pennsylvania, and Murphy,
North Carolina.  Poly-Sci was founded 50 years ago and was acquired in the
early 1960's by Litton Industries, Inc.  Litton subsequently acquired Clifton
Precision and merged it with the Poly-Sci Division.  Northrop Grumman acquired
Litton Industries in 2001.

    Audited financial statements for Poly-Sci's calendar year 2002 are expected
to be completed by the end of October 2003.  A Form 8-K incorporating these
audited financial statements, as well as the unaudited interim and required
pro-forma financial information, will be filed as soon as practicable upon
completion of the audit.  The following unaudited historical financial
information of Poly-Sci is based on information obtained by Moog in connection
with our evaluation of the acquisition.

    Sales for Poly-Sci, which will now be called Moog Components Group, were
approximately $133 million for the 2002 calendar year and $67 million for the
first six months of 2003 ended June 30, 2003.  For Moog's fiscal '04, which
began on September 28th, 2003, Poly-Sci's sales are forecast to be $140
million. About two-thirds of Poly-Sci sales come from aerospace and defense
markets and the balance are industrial.  Nearly half of the company's
industrial products are used in medical equipment.

    Operating margins for Poly-Sci were 12.2% for the 2002 calendar year and
13.4% for the first six months of 2003.  For Moog's fiscal '04, Poly-Sci's
operating margins are forecast to be 10.5% after the non-cash accounting
charges under FAS141, Accounting for Business Combinations, including the
amortization of intangibles and the costs associated with the step-up in
inventory values.  Depreciation and amortization were $2 million for Poly-Sci's
2002 and $1 million for the first six months of Poly-Sci's operations in
calendar 2003.

    Net proceeds of $72 million from Moog's equity offering, which closed on
September 16, 2003, resulted from the sale of 2,012,500 newly issued Class A
shares and were used to pay for part of the $158 million acquisition.  The
balance of the purchase price was funded through the company's credit
agreements.  Total consolidated interest expense for fiscal '04 is expected to
be approximately $13 million.  In fiscal '04, diluted earnings per share, based
on an average of 17.6 million shares outstanding, are estimated to be in the
range of $3.10 to $3.30, and net income is forecast to be in a range between
$54 million and $58 million.

    This forecast of net income and earnings per share is based on the
above-mentioned estimates of expense including the amortization of intangible
assets acquired in the acquisition of Poly-Sci and the expense related to
purchase accounting adjustments related to their inventory and fixed assets.
Actual amounts for these expenses may differ from these estimates and the
Company's earnings per share may be updated in the future.

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

    Cautionary Statement

    This news release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995.  Information in this
release that does not consist of historical facts, including statements
accompanied by or containing words such as "giving effect to," "may," "will,"
"should," "believes," "expects," "expected," "intends," "plans," "projects,"
"estimates," "predicts," "potential," "outlook," "forecast," "anticipates,"
"presume," and "assume," are forward-looking statements. These forward-looking
statements are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995.  These statements are not guarantees
of future performance and are subject to several factors, risks and
uncertainties, the impact or occurrence of which could cause actual results to
differ materially from the expected results described in the forward-looking
statements.  These important factors, risks and uncertainties include (i) the
risk that the historical unaudited financial information of the Poly-Sci
division provided by the seller to Moog is inaccurate or incomplete;
uncertainty relating to the allocation of the purchase price to the Poly-Sci
division assets, the amortization of intangible assets resulting from that
allocation and the impact of fair value purchase accounting adjustments; the
risk of increased leverage and debt service requirements as a result of the
incurrence of additional indebtedness to finance the Poly-Sci division
acquisition or to operate the division after the acquisition; the risk that
Moog will assume unknown liabilities in connection with the acquisition of the
Poly-Sci division and that indemnification from the seller for those
liabilities will be limited or unavailable; the risk that a write down of the
goodwill associated with the acquisition of the Poly-Sci division could
adversely affect Moog's operating results and net worth and cause it to violate
covenants in its credit agreements; the risk that the Poly-Sci business will
not be successfully integrated on a timely basis or at all, including the risk
that Poly-Sci's customers, suppliers and key employee relationships are not
preserved, or that the cost of the integration will be significant, (ii)
fluctuations in general business cycles and demand for capital goods, (iii)
Moog's dependence on government contracts, that may not be fully funded or may
be terminated, (iv) Moog's dependence on certain major customers, such as The
Boeing Company, for a significant percentage of its sales, (v) Moog's
dependence on the commercial aircraft industry which is highly cyclical and
sensitive to fuel price increases, labor disputes, and economic conditions,
(vi) the possibility that advances in technology could reduce the demand for
certain of Moog's products, specifically hydraulic-based motion controls, (vii)
intense competition which may require Moog to compete by lowering prices or by
offering more favorable terms of sale, (viii) Moog's significant indebtedness,
which will increase substantially as a result of the acquisition of the Poly-
Sci division, and which could limit its operational and financial flexibility,
(ix) higher pension costs and increased cash funding requirements which could
occur in future years if future actual plan results differ from assumptions
used for Moog's defined benefit plans, including returns on plan assets and
interest rates, (x) a write-off of all or part of Moog's goodwill which could
adversely affect Moog's operating results and net worth and cause it to violate
covenants in its bank agreements, (xi) the potential for substantial fines and
penalties or suspension or debarment from future contracts in the event Moog
does not comply with regulations relating to defense industry contracting,
(xii) the potential for cost overruns on development jobs and fixed-price
contracts and the risk that actual results may differ from estimates used in
contract accounting, (xiii) Moog's ability to successfully identify and
consummate acquisitions and integrate the acquired businesses, (xiv) the
possibility of a catastrophic loss of one or more of Moog's manufacturing
facilities, (xv) the impact of product liability claims related to Moog's
products used in applications where failure can result in significant property
damage, injury or death, (xvi) foreign currency fluctuations in those countries
in which Moog does business and other risks associated with international
operations, and (xvii) the cost of compliance with environmental laws.  The
factors identified above are not exhaustive.  New factors, risks and
uncertainties may emerge from time to time that may affect the forward-looking
statements made in this release.  Given these factors, risks and uncertainties,
investors should not place undue reliance on forward-looking statements as
predictive of future results.  Moog disclaims any obligation to update the
forward-looking statements made in this release.

SOURCE  Moog Inc.

    -0-                             10/01/2003
    /CONTACT:  Susan Johnson of Moog, +1-716-687-4225/
    (MOGA MOGB)

CO:  Moog Inc.; Northrop Grumman

ST:  New York

IN:  ARO ECP EDA MAC

SU:  ERP TNM