(Mark One)

EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2002

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: 1-5129

Telephone number including area code:  (716) 652-2000

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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).
Yes __ No X

The number of shares outstanding of each class of common stock as of February 4, 2003 were:

2

3

4

5

The accompanying unaudited consolidated condensed financial statements have been prepared by management in accordance with generally accepted accounting principles and in the opinion of management contain all adjustments, consisting of normal recurring adjustments, necessary to present fairly the financial position of Moog Inc. as of December 31, 2002 and September 28, 2002 and the results of its operations and cash flows for the three months ended December 31, 2002 and 2001. The results of operations for the three months ended December 31, 2002 are not necessarily indicative of the results expected for the full year. The accompanying unaudited consolidated condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Form 10-K for the fiscal year ended September 28, 2002.

Effective October 1, 2002, the Company adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 143, "Accounting for Asset Retirement Obligations," SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," and SFAS No. 145, "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections." The adoption of these statements did not have a material impact on the Company's results of operations or financial condition.

In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit and Disposal Activities." SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred and that an entity's commitment to a plan, by itself, does not create a present obligation to others that meets the definition of a liability. The Company will adopt this standard for exit or disposal activities that are initiated after December 31, 2002 and believes it will not have a material impact on its results of operations or financial condition.

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." The initial recognition and initial measurement provisions are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. This interpretation clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the obligations it has undertaken in issuing the guarantee, including its ongoing obligation to stand ready to perform over the term of the guarantee in the event that the specified triggering events or conditions occur. The disclosure requirements are effective for financial statements of interim or annual periods ending after December 15, 2002. The Company believes the adoption of the recognition and measurement provisions of this interpretation will not have a material impact on its results of operations or financial condition.

In the ordinary course of business, the Company warrants its products against defect in design, materials and workmanship over various time periods. The warranty accrual as of December 21, 2002 and September 28, 2002 is immaterial to the Company's financial position and the change in the warranty accrual for the first quarter of 2003 is immaterial to the Company's results of operations and cash flows.

6

Inventories consist of the following:

On November 20, 2001, the Company completed an offering of Class A common stock at $21.00 per share. The offering included 1,980,000 previously unissued shares sold by the Company. The final net proceeds to the Company of $38,814 as determined in March 2002 were used to repay outstanding debt.

7

The changes in shareholders' equity for the three months ended December 31, 2002 are summarized as follows:

8

Basic and diluted weighted-average shares outstanding are as follows:

Preferred stock dividends are deducted from net earnings to calculate income available to common stockholders for basic earnings per share.

The components of accumulated other comprehensive loss (AOCL), net of tax, are as follows:

9

The Company principally uses derivative financial instruments to manage the risk associated with changes in interest rates which affect the amount of future interest payments. The $70,000 notional amount of interest rate swaps outstanding at December 31, 2002 effectively converts this amount of variable-rate debt to fixed-rate debt at 6.6% and these swaps mature in February and March 2003. During January 2003, the Company entered into interest rate swaps with a $120,000 notional amount, effectively converting $90,000 of variable-rate debt to fixed-rate debt at 3.5% for two years and $30,000 of variable-rate debt to fixed-rate debt at 4.0% for three years based on the current applicable margin of 150 basis points over LIBOR.

Activity in AOCL related to derivatives held by the Company during the first quarter of fiscal 2003 is summarized below: