SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
    of 1934

For the fiscal year ended December 31, 1997.
                          ------------------

Commission file no. 0-545.
                    ------

                                 Moore Products Co.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

       Pennsylvania                                      23-1427830
------------------------                    ------------------------------------
(State of incorporation)                    (I.R.S. Employer Identification No.)

        Spring House, Pennsylvania                          19477-0900
----------------------------------------                    ----------
(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code (215) 646-7400
                                                   --------------

Securities registered pursuant to Section 12(b) of the Act:  None
                                                             ----

Securities registered pursuant to Section 12(g) of the Act:

                           Common Stock, $1 Par Value
                           --------------------------
                                (Title of class)

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 periods 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 [ ].

The aggregate market value of voting stock held by nonaffiliates of the
Registrant (as explained on page 9) as of March 12, 1998, was approximately
$47,500,000.

Common stock outstanding at March 12, 1998, was 2,604,581 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy statement for the annual shareholders meeting to be held
May 1, 1998, are incorporated by reference into Part III of this report.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [X].


<PAGE>


     This annual report contains various forward-looking statements and includes
assumptions concerning Moore's operations, future results and prospects. These
forward-looking statements are based on current expectations and subject to
risks and uncertainties. Moore does not undertake any obligation to publicly
release the results of any revisions that may be made to these forward-looking
statements to reflect any future events or circumstances.

     In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, Moore provides this cautionary statement
identifying important factors that, among others, could cause the actual results
and events to differ materially from those set forth in or implied by
forward-looking statements and related assumptions. Such factors include, but
are not limited to: product demand and market acceptance risks; the effect of
global economic conditions; the impact of competitive products and pricing;
product development and technological difficulties; capacity and supply
constraints or difficulties; availability of capital resources; general business
conditions; and changes in government laws and regulations, including taxes.

                                     PART I

Item 1.  Business.

     Moore Products Co. ("Moore") was originally organized in 1940 as a
partnership and incorporated in the Commonwealth of Pennsylvania in December
1953.
     Moore is in the business that develops, manufactures, sells, and supports
advanced technology automation and products used in the measurement and control
of industrial and manufacturing processes. These include a broad range of
technologically advanced control systems and components, industrial controls and
instrumentation, dimensional measuring gages, and high-precision metrology
calibration systems. Many of Moore's products are of standard design and are
sold from stock or integrated as standard components into larger process control
systems; some products are custom engineered and manufactured to order.

     Industrial instruments measure and control process variables such as
temperature, pressure, flow of liquid or gas, liquid level, and others found in
industries, such as chemical, pharmaceutical, pulp and paper, and power and
utility. Metrology products, dimensional gages, and statistical process control
systems verify critical measurements and are used in quality-related
applications in high-precision calibration laboratories and in the manufacture
of precision and discrete parts such as is found in the automotive industry.

     In recent years Moore has seen significant sales growth in control systems
and services and large scale measurement systems. Process control systems
typically consist of multiple process control loops, in which field instruments
measure process control variables at frequent intervals. The field instrument
sends process variable measurement information from a specific point in the
process through a communications network to a controller device. The controller
compares the process variable information with specific operating parameters and
calculates a control response (such as

                                       2
<PAGE>

opening or closing a valve) to achieve a desired result. This response is sent
to a remotely located field control device. That device executes the
controller's calculated response and sends confirmation of the action back to
the control device and to an operator monitoring station. Moore's range of
products covers the full span of process control loop activity. Moore's field
instruments include pressure and temperature transmitters - controllers sold
under the trade name XTC(R) and fluidic flowmeters. Stand-alone control devices
and data acquisition stations include the Model 351 Triple-Loop Controller;
Model 352 Single-Loop Controller; and newer generation APACS(R) 353 unit
controller and APACS 354 Universal Control Station. Process data acquisition and
storage are handled by traditional paper strip chart recorders and newer LCD
display recorders under the trade name VIEWPAC(TM). Moore's most sophisticated
control products include the APACS process control systems and QUADLOG(R) safety
systems. These products, including a combination of hardware and software,
provide customers with maximum plant-wide process automation capabilities. These
systems also require a higher level of support in the form of engineering
services, customer training and periodic upgrades.

     Moore uses digital electronic, analog electronic, pneumatic and software
technologies in the design of its products and does not specialize in one
particular technology.

     Significant product advancements over the past year include the
introduction of a family of software products called APACS ProcessSuite(TM)
which is based on the Windows NT operating environment. An addition to the
market-leading single-loop controller family was the APACS 354 Universal Control
Station capable of delivering smaller scale integrated systems. Also, a new
generation of measurement and analysis instrumentation was introduced for
complex manual and automatic dimensional measurement applications, under the
trade name MPACS(TM).

     The business of Moore is primarily capital equipment. As such, it is
subject to the cyclical nature of commitments to new or replacement
manufacturing facilities and equipment by the industries that it serves. The
business of Moore is not generally seasonal, but from time to time follows a
pattern of higher shipments in the second half of the calendar year, in response
to customers' capital expenditure cycles.

Markets:

     The principal markets for Moore's products are the batch and continuous
process industries (including chemical, pulp and paper, power and utility,
pharmaceuticals, oil and gas, metals, synthetic fiber, and food and beverage),
precision discrete parts manufacturing industries (including machine tool,
aeronautical and automotive), and calibration laboratories. Certain of Moore's
systems products are sold in significant dollar amounts as part of major
customer projects. Changes in quarterly and annual sales can be significantly
influenced by the shipment of these orders.

                                       3

<PAGE>


Sales and Distribution:

     Moore's United States sales are made primarily through factory-trained
employees of its own organization, located in its sales offices in 37 cities.
Moore also markets its products through other independent channels, such as
engineering integrators, original equipment manufacturers, sales representatives
and integrated supply distributors. Some customers in Moore's industry, as in
many other markets, are consolidating their supplier base and are entering into
strategic business relationships or alliances.

     International sales and customer support are handled through a combination
of 10 subsidiaries and approximately 110 sales representatives appointed by
Moore or its subsidiaries strategically located throughout the world. Sales in
Canada and Europe are made through Moore's wholly-owned or majority-owned
Canadian, English, Dutch, Italian, French and Mexican subsidiaries, Moore
Products Co. (Canada) Inc., Moore Products Co. (U.K.) Limited, Moore Products
Co. B.V., Moore Products Co. (Italia) S.r.l., Moore Products Co. (France) SARL,
and Moore Products de Mexico S.A. de C.V. Sales in the Asia/Pacific region are
also supported through wholly-owned subsidiaries in Australia and Singapore by
Moore Products Co. (Australia) Pty. Ltd. and Moore Products Co (S) Pte Ltd.
Sales in India and South Africa are made through jointly-owned subsidiaries,
Moore Controls Pvt. Limited and Moore Controls S.A. (Pty.) Ltd., respectively.

Raw Materials and Components:

     In its manufacturing operation, Moore uses common metals (aluminum, brass,
stainless steel), various synthetic materials, forgings and castings, and
electronic components. Moore is experiencing no significant shortages in raw
materials at this time which would be expected to have a serious effect on the
delivery aspect of Moore's business, although occasional disruption in the
availability of certain electronic components can impact the scheduled
manufacture and shipment of some products. In most instances, Moore has more
than one source of supply for its material requirements.

Patents, Trademarks, and Licenses:

     Moore applies for patents on inventions and developments which it considers
clearly patentable and desirable with respect to its products. As of December
31, 1997, Moore owned several unexpired United States patents and unexpired
international patents, none of which are considered individually to be material
to its business.

     Considered to be of greater importance to its business is Moore's
"know-how" in manufacturing products, including those covered by patents which
have expired. Moore has from time to time granted "know-how" licenses to others,
and has been licensed by others, to manufacture certain products, but none of
these licenses are believed to be material to Moore. In addition, Moore has
distribution and/or license rights of varying terms in hardware and software
products developed by other companies, some of whom are regarded as competitors.
In the judgment of management, such

                                       4
<PAGE>

rights are adequate for the conduct of the business being done by Moore.

     Several of Moore's products are sold under trademarks, some of which are
registered. Examples of these include "PROCESSSUITE(TM)", "THE SAFETY PLC(TM)",
"VIEWPAC(TM)", "FIELDPAC(TM)", "QUADLOG(R)", APACS(R)", "XTC(R)",
"LABMASTER(R)", and "LASERULER(R)". In addition Moore conducts business under
the registered trademarks of "MOORE(R)" in block letters and logo form, "PRATT &
WHITNEY(R)" and "P&W(R)" in logo form, which provide unique identity within its
industry.

Backlog:

     As of December 31, 1997, Moore had a total consolidated backlog of orders,
believed by it to be firm, amounting to $38,344,000. Moore expects that
substantially all such orders will be filled within the current fiscal year. As
of December 31, 1996, Moore had a total consolidated backlog of orders amounting
to $46,110,000. The lower backlog at December 31, 1997, was primarily due to a
concentration of scheduled customer shipments in the fourth quarter of 1997.

Competition:

     The process measurement and control industry is highly competitive and
subject to technological changes in both hardware and software development.
Moore is a medium-sized company offering measurement and control solutions for
manufacturing processes including continuous, batch, and discrete parts
manufacturing. It is one of a limited number of companies in the United States
with the capability to bid as manufacturer for complete process instrumentation
projects, such as the instrumentation of a chemical plant, an oil refinery, or a
paper mill. Competition in Moore's industry has intensified as markets,
customers and competitors have become increasingly international in their focus.
Moore has attempted to maintain its position in the industry by the quality and
performance of its existing products and technical innovation of new product
developments so as to provide customers with greater functionality and
reliability than are available from competitors. Relative price/performance,
product features, availability, service and support also are important factors.

     Moore's principal competitors in the industry, most of whom are
considerably larger than Moore, are The Foxboro Company, a SIEBE Company; ABB
Process Automation, Inc., and ABB Kent-Taylor Inc., two divisions of ABB Asea
Brown Boveri, Inc.; Elsag Bailey Process Automation N.V.; the Industrial
Automation and Control Division of Honeywell, Inc.; Fisher-Rosemount, a unit of
Emerson Electric Co.; Marposs Gauges Corp.; and Illitron Division of ITW.

                                       5

<PAGE>


Research Activities:

     Moore's products provide for integration of several complex technologies
including but not limited to electronics, physics, mechanical design and
software. Research and development has consistently been a central strategic
commitment. Moore views continued investment in new product development and
product enhancements as a significant factor to long-range success.
Approximately $11,097,000 was spent during 1997, $11,416,000 during 1996, and
$9,989,000 during 1995 on company-sponsored research activities relating to the
development of new products or the improvement of existing products. These
amounts represent 6.8%, 8.0% and 8.3%, respectively, of total revenues. The
amount spent on customer-sponsored research activity was not significant in any
of the years covered. No costs associated with the development of software
products are capitalized.

     Many of Moore's products are developed on an "open" platform that enables
them to be linked to other manufacturers' control products and systems. However,
maximum functionality and advanced control capabilities are delivered to
customers by linking Moore's field instruments and control systems using
specially designed software and configuration tools that Moore believes are
technologically superior to others available on the market.

     During the past several years, Moore has introduced new product offerings
and enhancements intended to provide advanced technological solutions to
industries seeking efficient control of their manufacturing processes. These
products range from remote field transmission and control devices to
sophisticated microcomputer-based control systems including both hardware and
software products. Moore's products are linked through a standard industry
communication protocol and are custom configured to meet unique requirements of
specific customers. Many of these products have been formally recognized with
industry awards for their innovation and leading technology. Increased sales
volume in the past year is attributed to customer acceptance of these newer
products.

Environment:

     Compliance with federal, state, and local provisions regulating the
discharge of materials into the environment or otherwise relating to the
protection of the environment is not expected to have a material effect on the
capital expenditures, earnings, or competitive position of Moore and its
subsidiaries. Moore's involvement in environmental actions, to date, has been
limited to situations where a former licensed waste hauler or a reprocessor of
manufacturing byproducts allegedly disposed of de minimis quantities of waste
materials from Moore's United States plant to several sites in an unacceptable
manner. In these instances Moore has been named as a "potentially responsible
party." Annual cash outlays in each of the past two years for claims and
assessments relating to these matters have been less than $100,000. In several
instances Moore's general liability insurance carrier has agreed to fund any
settlements or legal defense costs. In instances where insurance carriers have
denied coverage, Moore has estimated its probable liability in consultation with
legal counsel. Moore has accrued approximately $350,000 for situations where
insurance coverage has been denied.

                                       6
<PAGE>

Management believes that such proceedings are not material to its business or
financial condition and that it has adequately provided accruals for ultimate
liability to be paid as a result of these actions.

Number of Employees:

     Moore and its subsidiaries had approximately 1,230 employees as of December
31, 1997.

Foreign and Domestic Operations and Export Sales:

     Financial information concerning domestic and foreign operations appears in
Note L in the "Notes to Consolidated Financial Statements" and in "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included as part of this report.

Item 2.  Properties.

     Moore's principal manufacturing facility and corporate office are contained
in a modern steel and masonry building of approximately 374,000 square feet
located on 154 acres in Spring House, Montgomery County, Pennsylvania. The
building and land at this facility are owned outright by Moore. Moore's Pratt &
Whitney Division owns and occupies an 18,000 square foot office and
manufacturing facility in Plainville, Connecticut.

     Moore's Canadian subsidiary, Moore Products Co. (Canada) Inc., is located
in a modern plant and office building of approximately 35,000 square feet. The
building is located on 89 acres of land in Brampton, Ontario, Canada. Both the
building and the land are owned outright by Moore's subsidiary.

     Moore's English subsidiary, Moore Products Co. (U.K.) Limited, is located
in a modern plant and office building of approximately 36,000 square feet. The
building is located on 5 acres of land in Yeovil, Somerset, England. Both the
building and land are owned outright by Moore's subsidiary. Moore Measurement
Systems, a division of Moore Products Co. (U.K.) Limited, leases an office and
manufacturing facility of approximately 23,000 square feet in Hitchin,
Hertfordshire, England.

     The remaining international subsidiaries occupy leased premises. Moore's
leases for branch sales offices and international subsidiaries in the aggregate
are not material.

     The equipment at Moore's plants, principally machine tools, assembly tools,
and automatic testing equipment, some of which was built by Moore itself, is
modern and in good condition. Equipment is generally owned outright by Moore.

     Moore believes its facilities are adequate and suitable for its purposes.

Item 3.  Legal Proceedings.

     Moore is party to various legal claims and proceedings that have been
initiated or asserted against them in the ordinary course of business, including
those pertaining to environmental matters (see Part I "Environment"). It is the
opinion of management that any ultimate losses in connection

                                       7
<PAGE>

with these matters and resolution of environmental issues will not have a
materially adverse effect on net income, financial position or liquidity of
Moore.

Item 4.  Submission of Matters to a Vote of Security Holders.

     No matters were submitted to a vote of security holders during the fourth
quarter of 1997.

Additional Information:

     The following information is furnished in this report pursuant to
Instruction 3 to Item 401(b) of Regulation S-K:

Executive Officers of the Registrant:

     Executive officers of Moore are elected annually by the Board of Directors,
to serve at the discretion of the Board until their successors are appointed.
The names, ages and positions of the executive officers of Moore are listed
below along with their business experience during the past five years.

Name, Age and Position                Business Experience During Past Five Years
----------------------                ------------------------------------------

Donald E. Bogle, 52                   Mr. Bogle was elected President and Chief
President and Chief Executive         Executive Officer of Moore Products Co.
Officer                               in October 1997.  From October 1996
                                      through September 1997, he was President
                                      of Honeywell Inc., Home and Building
                                      Control. From January 1996 to October
                                      1996, he was Vice President and General
                                      Manager of Honeywell's worldwide Home and
                                      Building Control strategic business unit.
                                      From October 1994 to December 1995, he
                                      was Vice President and General Manager of
                                      Honeywell's worldwide Building Control
                                      business. From May 1992 to September
                                      1994, he was Vice President and General
                                      Manager of Honeywell's Industrial
                                      Automation and Control division.

Edward M. Coll, 48                    Mr. Coll was elected Vice President,
Vice President, International         International Sales, in July 1997. Since
Sales                                 1993, he has also held positions as Vice
                                      President, Sales and Marketing, Vice
                                      President and General Manager of the
                                      Systems Division, General Manager of the
                                      Systems Division and National Sales
                                      Manager.

Edward J. Curry, 51                   Mr. Curry was elected Executive Vice
Executive Vice President and          President and Chief Operating Officer in
Chief Operating Officer               September 1995. Prior to the appointment
                                      as Chief Operating Officer, he served as
                                      Executive Vice President since 1988.

Robert D. Greenlaw, 39                Mr. Greenlaw was elected Vice President,
Vice President, Customer              Customer Services, in July 1997. Since
Services                              1993, he has held positions as Director,
                                      General Manager, and General Sales
                                      Manager of Moore Measurement Systems.

                                       8
<PAGE>

Name, Age and Positions               Business Experience During Past Five Years
-----------------------               ------------------------------------------

James McDonald, 48                    Mr. McDonald was elected Vice President,
Vice President, North                 North American Sales, in July 1997. Prior
American Sales                        to this appointment, he served as Vice
                                      President, Sales, since May 1992.

William B. Moore, 55                  Mr. Moore was elected Vice Chairman of the
Vice Chairman of the Board            Board and Chief Technology Officer in
and Chief Technology Officer          October 1997. Prior to that appointment,
                                      he served as President and Chief Executive
                                      Officer since 1988.

Robert E. Wisniewski, 44              Mr. Wisniewski was elected Secretary and
Secretary and Treasurer               Treasurer in May 1993. Prior to this
                                      appointment, he held the positions of
                                      Director of Finance and Controller.

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

     For the purposes of calculating the aggregate market value of the shares of
the voting stock of Moore held by nonaffiliates, as shown on the cover page of
this report, the value of Moore's outstanding preferred stock (which has voting
rights and is convertible into common stock but is not publicly traded), which
is held entirely by affiliates, has not been included, and it has been assumed
that all the other outstanding voting shares (common stock) were held by
nonaffiliates except for the shares held or beneficially owned by directors and
executive officers of Moore, the Moore Products Co. Pension Plan and by Frances
O. Moore, widow of the late Coleman B. Moore, founder of Moore. However, this
should not be deemed to constitute an admission that all directors and executive
officers of Moore, the Moore Products Co. Pension Plan and/or Frances O. Moore
are, in fact, affiliates of Moore, or that there are not other persons who may
be deemed to be affiliates of Moore. Further information concerning
shareholdings of executive officers, directors and principal shareholders of
Moore is included in Moore's definitive proxy statement filed or to be filed
with the Securities and Exchange Commission.

                                       9
<PAGE>


                                     PART II



Item 5.   Market for Registrant's Common Stock and Related Stockholder Matters.

Moore's common stock is traded on The Nasdaq Stock Market under the symbol
"MORP." The table below sets forth the reported high and low sales prices of the
common stock and the dividends paid during the two most recent fiscal years.


<TABLE>
<CAPTION>

                                           1997                                            1996
                          --------------------------------------          -------------------------------------
                                 Market Price           Cash                     Market Price            Cash
                          ------------------------    Dividends           -------------------------   Dividends
                            High             Low        Paid                High              Low        Paid
---------------------------------------------------------------------------------------------------------------
<S>                       <C>             <C>          <C>                <C>              <C>         <C>    
First quarter             $26.5000        $18.0000     $   .00            $23.0000         $16.2500    $   .00
Second quarter             23.5000         20.7500         .00             19.3750          15.2500        .00
Third quarter              24.5000         21.0000         .00             19.7500          17.3125        .00
Fourth quarter             39.2500         23.3125         .00             19.7500          17.5000        .00
                                                       -------                                         -------

Total year                                             $   .00                                         $   .00
                                                       =======                                         =======
</TABLE>

Common stockholders of record on December 31, 1997, totaled approximately 890
based on information obtained from Moore's transfer agent.

Item 6.   Selected Financial Data.

<TABLE>
<CAPTION>

                                                         As Reported for Year Ended December 31
                                         1997             1996           1995              1994           1993
                                        ------------------------------------------------------------------------
                                                    (in thousands of dollars, except per share data)

<S>                                     <C>             <C>              <C>             <C>            <C>     
Net sales                               $164,247        $142,892         $121,037        $100,680       $ 88,059
Income (loss) before
  cumulative effect of
  change in accounting                     6,468           1,278              259          (1,089)        (4,589)
Net income (loss)                          6,468           1,278              259          (1,089)        (4,356)
Total assets                              93,992          86,047           78,193          60,150         57,459
Net income (loss) per share:
  Basic                                    $2.50           $ .49            $ .12           $(.53)        $(2.09)
  Diluted                                   2.31             .47              .12            (.53)         (2.09)
Cash dividends per
  common share                               ---             ---              ---             ---            .06

</TABLE>

The net income per share amounts prior to 1997 have been restated, as required,
to comply with Financial Accounting Standards Board ("FASB") Statement No. 128,
"Earnings per Share." See Note B in the Notes to Consolidated Financial
Statements for explanation of unusual items in 1996. In 1993, loss before
cumulative effect of change in accounting and net loss include special gains
from early retirement settlements of $580,000. During 1993, Moore adopted
provisions of FASB Statement No. 109, "Accounting for Income Taxes," which
resulted in a cumulative noncash gain of $233,000.

                                       10
<PAGE>


Item 7. Management's Discussion and Analysis of Financial Condition and Results
        of Operations.

Results of Operations

Comparing 1997 to 1996, sales increased $21,355,000 or 15% to $164,247,000 from
$142,892,000. U.S. sales to unaffiliated customers in 1997 increased 16% to
$121,687,000, while international sales to unaffiliated customers increased to
$42,560,000 or 12% higher than 1996. These increases are primarily attributed to
increased sales of control and measurement systems products and services. While
the international revenue growth in 1997 occurred primarily in the United
Kingdom, the Asia-Pacific region also showed improvement from the prior year. In
1997 and 1996, sales by international subsidiaries and unaffiliated export sales
by the U.S. parent company were 33% and 36% of total consolidated sales,
respectively.

Order bookings for fiscal 1997 were $156,603,000 compared to $152,431,000 for
1996. This increase was primarily attributed to orders placed for control
systems products and services. Due to the exceptionally strong shipments in the
fourth quarter of 1997, the consolidated backlog of unshipped orders as of
December 31, 1997, was $38,344,000 compared to $46,110,000 as of December 31,
1996. As a result, first quarter 1998 shipments and operating results will be
below fourth quarter 1997 levels.

Gross profit increased 17% in 1997 to $70,640,000 compared to $60,204,000 in
1996. Gross profit margin was 43% in 1997 compared to 42% in 1996. The higher
gross profit reflects favorable product mix changes related to increased sales
of control systems, generally higher levels of sales and production volume,
improved manufacturing efficiencies, and cost reductions on selected product
lines.

Selling, general and administrative expenses increased by $2,520,000 in 1997 to
$49,146,000 but declined as a percent of revenues from 33% in 1996 to 30%. The
increase in these expenses was attributed to higher payroll costs and selling
expenses in support of Moore's growth. Research and development expenses were
$11,097,000 or 7% of revenues in 1997, compared to $11,416,000 or 8% of revenues
in 1996. Moore continues to make a strong commitment to ongoing product
development programs, with technological innovation being the keystone to all
new product introductions and existing product enhancements. The primary
emphasis for research and development in 1997 was the introduction of a new
generation of dimensional measurement and analysis instrumentation (MPACS); a
Windows NT-based software package for the APACS system; and the integration of
various new value-added control features to this software product. Moore also
enhanced the APACS and QUADLOG systems' functionality, and introduced a new
APACS 354 unit controller.

The 1996 operating results included $2,056,000 of net gain relating to an early
retirement program and a $1,000,000 loss due to the write-down of assets
associated with a joint venture in Brazil as more fully discussed below.

Interest expense for 1997 was $172,000 compared to $466,000 for 1996. The
decrease from last year was attributed to a reduction in borrowing levels in
1997.

Moore's effective tax rate for 1997 was 37% of pretax income compared to 54% for
1996. The fluctuation in the rates resulted from a changing mix of operating
results in countries for which tax loss benefit carryovers were utilized and
recognized in 1997. Statutory rates are applied to pretax income in the United
States. Consistent with previous reporting periods, tax benefits for losses
incurred by certain international subsidiaries in tax jurisdictions outside the
United States have not been fully recognized for financial reporting purposes
because the realization of such benefits is not presently assured.

                                       11
<PAGE>


Item 7. Management's Discussion and Analysis of Financial Condition and Results
        of Operations (continued).

Net income for 1997 was $6,468,000 compared to net income of $1,278,000 for
1996. Diluted net income per share, computed in conformity with the newly issued
FASB Statement No. 128, was $2.31 for 1997 compared to $0.47 for 1996. The
increase in net income from 1996 to 1997 was due primarily to the factors
discussed above.

Comparing 1996 to 1995, sales increased $21,855,000 or 18% to $142,892,000 from
$121,037,000. U.S. sales to unaffiliated customers in 1996 increased 14% to
$104,898,000, while international sales to unaffiliated customers increased to
$37,994,000 or 33% higher than 1995. These increases were primarily attributed
to sales of measurement systems, control systems, services, and transmitter
products. All international regions, including Europe, Canada, and Asia-Pacific,
reported increased revenue growth. In 1996 and 1995, sales by international
subsidiaries and unaffiliated export sales by the U.S. parent company were 36%
and 32% of total consolidated sales, respectively.

Order bookings for fiscal 1996 were $152,431,000 compared to $130,053,000 for
1995, a 17% increase. This increase was primarily attributed to orders placed
for measurement systems, control systems and services. The consolidated backlog
of unshipped orders as of December 31, 1996, was $46,110,000 compared to
$36,997,000 as of December 31, 1995.

Gross profit increased 11% in 1996 to $60,204,000 compared to $54,077,000 in
1995. Gross profit increased in response to the higher sales but was also
affected by product mix and higher manufacturing costs. As a result, gross
profit margin declined from 45% in 1995 to 42% in 1996.

Selling, general and administrative expenses increased by $3,585,000 in 1996 to
$46,626,000 but declined as a percent of revenues from 36% in 1995 to 33%. The
increase in these expenses was attributed to higher payroll costs and selling
expenses needed to support Moore's growth. Research and development expenses
rose to $11,416,000 from $9,989,000 in 1995, while remaining level at 8% of
revenues for both years. Major product development activities in 1996 included
the introduction of the TUV-approved QUADLOG safety system, introduction of the
APACS 353 process automation controller, new software releases and enhancements
to the APACS process control system, and introduction of the Model 760D smart
valve positioner.

The 1996 operating results included a $3,066,000 pension gain offset by a
$1,010,000 curtailment charge for postretirement medical benefits related to a
special early retirement program for eligible U.S.-based employees. The gain is
attributed to pension settlements that accelerate the recognition of
unrecognized net assets and actuarial gains by the pension plan as required by
FASB Statement No. 88. Approximately 60 employees accepted the early retirement
program, which ended in July 1996. The program was completed, including payment
of all settlements, prior to year-end 1996 with no further liability after that
date.

The 1996 operating results were also impacted by a $1,000,000 loss due to the
write-down of assets related to a joint venture in Brazil, which followed
unsuccessful negotiations by the joint venture partner with other investors and
financial institutions to provide needed working capital for ongoing operations.
This was preceded by a series of market, product and economic shifts in Brazil
since the initial decision to set up the joint venture. Operating losses
recognized by Moore using equity accounting prior to the write-down were
$130,000. Moore has withdrawn from direct investment in Brazil and now utilizes
the services of local sales distributors and representatives to conduct sales
and support activity in this country.

                                       12
<PAGE>


Item 7. Management's Discussion and Analysis of Financial Condition and Results
        of Operations (continued).

Interest expense for 1996 was $466,000 compared to $438,000 for 1995.

Moore's effective tax rate for 1996 was 54% of pretax income compared to 57% for
1995. These rates were substantially higher than U.S. statutory rates due to
losses in other countries. Consistent with previous reporting periods, tax
benefits for losses incurred by certain international subsidiaries in tax
jurisdictions outside the U.S. have not been fully recognized for financial
reporting purposes because the realization of such benefits is not presently
assured.

Net income for 1996 was $1,278,000 compared to net income of $259,000 for 1995.
Diluted income per share was $0.47 for 1996 compared to $0.12 for 1995. The
increase in net income from 1995 to 1996 was due primarily to the factors
discussed above.

1997 Liquidity and Capital Resources

Cash and cash equivalents decreased during 1997 by $250,000. Positive cash flow
of $6,780,000 generated from operations was primarily used to repay $4,230,000
of bank borrowing and for capital expenditures of $2,452,000. Capital
expenditures were related primarily to personal computers and network hardware
in support of ongoing product development and sales promotion.

Working capital increased $5,908,000 at December 31, 1997, to $41,235,000 from
$35,327,000 at December 31, 1996. Trade accounts receivable were unusually high
at December 31, 1997, due to a record level of sales activity in the fourth
quarter. These heavy shipment levels also reduced inventory and the amount of
customer advances for unshipped orders.

Cash and cash equivalents, which amounted to $3,816,000 at December 31, 1997,
are expected to be used to fund working capital needs and further capital
expenditures. It is intended that undistributed earnings from non-U.S.
subsidiaries will be reinvested in local market growth and support, and will not
be repatriated.

At year-end 1997, Moore had lines of credit with U.S. and non-U.S. banks
amounting to $15.8 million. Credit agreements for $3.5 million and $12.3 million
expire on May 31, 1998, and December 30, 1998, respectively. It is anticipated
that such agreements will be extended for additional one-year periods with
similar terms and conditions. Moore had only nominal temporary borrowings in
1997 and had no outstanding advances under credit arrangements at December 31,
1997.

In response to the improved operating results, in 1997 the Board of Directors of
Moore reinstated the payment of dividends on the 5% cumulative preferred stock,
including arrearages. In addition, the Directors, at their January 1998 meeting,
declared a special 40-cent cash dividend on common stock payable March 2, 1998,
to shareholders of record on February 13, 1998. The payment of future common
stock dividends will be evaluated on a periodic basis.

Management believes that current cash and cash equivalents, cash flows from
operations, and its established credit facilities should be sufficient during
fiscal 1998 to fund planned capital expenditures, working capital needs,
dividends, and other cash requirements.

                                       13
<PAGE>


Item 7. Management's Discussion and Analysis of Financial Condition and Results
        of Operations (continued).

Moore has conducted a review of all computer systems to identify and address the
code changes, testing and implementation procedures necessary to make these
systems Year 2000 compliant. Management believes that after modification to
existing software and conversion to new software, the Year 2000 problem will not
pose significant operational problems for Moore's computer systems. Moore
expects to be compliant by the end of calendar year 1998. Moore has also
initiated discussions with its suppliers and key customers to ensure that those
parties have taken appropriate steps to address Year 2000 issues in their
systems which may interface with Moore's systems or otherwise impact operations.
Moore has verified that its current product offerings are Year 2000 compliant.
For very limited older generation products, Moore is in communications with
customers with advice on recommended corrective actions. Amounts expended for
Year 2000 projects have not been and are not expected to be significant to
Moore's results of operations or financial condition.



                                       14
<PAGE>


Item 8. Financial Statements and Supplementary Financial Information.



                               Moore Products Co.

                   Index To Consolidated Financial Statements




Consolidated Financial Statements included in Item 8:                    Page
                                                                         ----
Consolidated Income Statements for the years ended
   December 31, 1997, 1996 and 1995 ........................................ 16

Consolidated Balance Sheets as of December 31, 1997 and 1996 ............... 17

Consolidated Statements of Cash Flows for the years ended
   December 31, 1997, 1996 and 1995 ........................................ 18

Notes to Consolidated Financial Statements ............................ 19 - 31

Report of Independent Auditors ............................................. 32


                                       15
<PAGE>


                         Consolidated Income Statements


<TABLE>
<CAPTION>


                                                                         Year Ended December 31
                                                            1997                  1996                  1995
                                                      ------------------------------------------------------------
<S>                                                   <C>                   <C>                   <C>             
Net sales                                             $    164,247,000      $    142,892,000      $    121,037,000
Cost of sales                                               93,607,000            82,688,000            66,960,000
                                                      ----------------      ----------------      ----------------

     GROSS PROFIT                                           70,640,000            60,204,000            54,077,000

Selling, research, administrative and
   general expenses                                         60,243,000            58,042,000            53,030,000
Write-down of joint venture assets                                 ---             1,000,000                   ---
Net gain from early retirement program                             ---            (2,056,000)                  ---
                                                      ----------------      ----------------      ----------------


     OPERATING INCOME                                       10,397,000             3,218,000             1,047,000

Interest expense                                               172,000               466,000               438,000
                                                      ----------------      ----------------      ----------------

     INCOME BEFORE INCOME TAXES                             10,225,000             2,752,000               609,000

Income tax provision                                         3,757,000             1,474,000               350,000
                                                      ----------------      ----------------      ----------------

     NET INCOME                                       $      6,468,000      $      1,278,000      $        259,000
                                                      ================      ================      ================



Net income per common share:

     Basic                                                       $2.50                 $ .49                 $ .12
                                                                 =====                 =====                 =====

     Diluted                                                     $2.31                 $ .47                 $ .12
                                                                 =====                 =====                 =====

</TABLE>


See Notes to Consolidated Financial Statements.


                                       16
<PAGE>


                           Consolidated Balance Sheets
<TABLE>
<CAPTION>

                                                                                       December 31
ASSETS                                                                       1997                     1996
                                                                       ----------------------------------------
<S>                                                                    <C>                       <C>           
CURRENT ASSETS
     Cash and cash equivalents                                         $    3,816,000            $    4,066,000
     Trade accounts receivable, less allowances of
       $1,771,000 in 1997 and $830,000 in 1996                             40,768,000                30,541,000
     Inventories:
        Completed instruments                                               3,590,000                 4,554,000
        Finished parts                                                      9,078,000                11,091,000
        Work in process                                                     5,196,000                 4,957,000
        Raw materials                                                         453,000                   877,000
                                                                       --------------            --------------
                                                                           18,317,000                21,479,000
     Prepaid expenses and deferred income taxes                             4,209,000                 3,608,000
                                                                       --------------            --------------
                TOTAL CURRENT ASSETS                                       67,110,000                59,694,000

PROPERTY, PLANT AND EQUIPMENT
     Land                                                                     948,000                   970,000
     Buildings                                                             14,381,000                14,367,000
     Machinery and equipment                                               44,197,000                42,846,000
     Less:  Accumulated depreciation                                      (44,257,000)              (41,639,000)
                                                                       --------------            --------------
                                                                           15,269,000                16,544,000
OTHER ASSETS
     Prepaid pension costs                                                 11,613,000                 9,809,000
                                                                       --------------            --------------
                                                                       $   93,992,000            $   86,047,000
                                                                       ==============            ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
     Notes payable to bank                                             $          ---            $    4,230,000
     Accounts payable                                                       8,861,000                 6,315,000
     Accrued compensation                                                   4,890,000                 2,638,000
     Advances from customers                                                2,977,000                 5,129,000
     Accrued income taxes                                                   1,893,000                 1,187,000
     Other accrued liabilities                                              7,254,000                 4,868,000
                                                                       --------------            --------------
                TOTAL CURRENT LIABILITIES                                  25,875,000                24,367,000
OTHER LIABILITIES
     Postretirement medical benefits and deferred taxes                     7,628,000                 7,126,000
STOCKHOLDERS' EQUITY
     Preferred Stock, 5% cumulative, voting and convertible, par value $1 per
       share:
        Authorized - 325,000 shares
        Issued and outstanding - 175,950 shares                               176,000                   176,000
     Common Stock, par value $1 per share:
        Authorized - 7,500,000 shares
        Issued and outstanding - 2,592,628 shares
          in 1997 and 2,585,972 shares in 1996                              2,593,000                 2,586,000
     Capital in excess of par value                                        10,980,000                10,885,000
     Retained earnings                                                     48,627,000                42,200,000
     Foreign currency translation adjustments                              (1,887,000)               (1,293,000)
                                                                       --------------            --------------
                TOTAL STOCKHOLDERS' EQUITY                                 60,489,000                54,554,000
                                                                       --------------            --------------
                                                                       $   93,992,000            $   86,047,000
                                                                       ==============            ==============
</TABLE>
See Notes to Consolidated Financial Statements.

                                       17
<PAGE>


                      Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>

                                                                          Year Ended December 31
                                                              1997                  1996               1995
                                                       ---------------------------------------------------------

<S>                                                    <C>                   <C>                  <C>           
OPERATING ACTIVITIES
Net income                                             $     6,468,000       $     1,278,000      $      259,000

Noncash (income) expenses:
     Depreciation                                            3,542,000             3,384,000           3,347,000
     Deferred income taxes                                    (147,000)              146,000              90,000
     Pension and other postretirement benefits              (1,890,000)             (805,000)         (1,221,000)
     Write-down of joint venture assets                            ---             1,000,000                 ---
     Net gain from early retirement program                        ---            (2,056,000)                ---

Changes in operating assets and liabilities:
     Trade accounts receivable                             (10,227,000)              160,000         (11,232,000)
     Inventories                                             3,162,000            (1,056,000)         (4,297,000)
     Accounts payable                                        2,546,000               242,000           3,215,000
     Other accrued liabilities                               2,386,000               787,000           1,295,000
     Accrued compensation                                    2,252,000               332,000             547,000
     Advances from customers                                (2,152,000)            2,563,000             440,000
     Accrued income taxes                                      706,000               309,000             319,000
     Prepaid expenses                                          134,000              (496,000)           (947,000)
                                                       ---------------       ---------------      --------------
        Net cash provided by (used in)
           operating activities                              6,780,000             5,788,000          (8,185,000)

INVESTING ACTIVITY
     Net purchase of property, plant and
        equipment                                           (2,452,000)           (2,897,000)         (3,602,000)

FINANCING ACTIVITIES
     (Decrease) increase in notes payable
        to bank                                             (4,230,000)              (76,000)          4,306,000
     Proceeds from issuance of common stock                        ---                   ---           8,000,000
     Proceeds from exercise of stock options                   102,000                45,000                 ---
     Dividends paid                                            (41,000)                  ---                 ---
                                                       ---------------       ---------------      --------------
        Net cash (used in) provided by
           financing activities                             (4,169,000)              (31,000)         12,306,000

Effect of exchange rate changes                               (409,000)              103,000              15,000
                                                       ---------------       ---------------      --------------

NET (DECREASE) INCREASE IN CASH
     AND CASH EQUIVALENTS                                     (250,000)            2,963,000             534,000

Cash and cash equivalents at
     beginning of year                                       4,066,000             1,103,000             569,000
                                                       ---------------       ---------------      --------------

CASH AND CASH EQUIVALENTS
     AT END OF YEAR                                    $     3,816,000       $     4,066,000      $    1,103,000
                                                       ===============       ===============      ==============

</TABLE>

See Notes to Consolidated Financial Statements.


                                       18
<PAGE>


                   Notes to Consolidated Financial Statements

NOTE A - Significant Accounting Policies

Principles of Consolidation: The consolidated financial statements include the
accounts of Moore and all subsidiaries. All significant intercompany accounts
and transactions have been eliminated. Investments in affiliated companies that
are not majority owned or controlled are accounted for using the equity method.

Use of Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Sales: Moore recognizes revenue from sales of products as shipped and from
services as performed.

Cash and Cash Equivalents: Moore considers all highly liquid investments, with a
maturity of three months or less when purchased, to be cash equivalents. The
value reported for cash and cash equivalents approximates its fair value.

Concentrations of Credit Risk: Financial instruments that potentially subject
Moore to concentrations of credit risk consist principally of temporary cash
investments and trade receivables. Moore places its temporary cash investments
with high credit quality financial institutions that invest primarily in U.S.
Government instrumentalities, commercial paper of prime quality, certificates of
deposit, and bankers acceptances guaranteed by banks or savings and loan
associations that are members of the FDIC. Concentrations of credit risk with
respect to trade receivables are limited due to Moore's large number of
customers and their dispersion across many different industries and countries
worldwide. At December 31, 1997, Moore had no significant concentrations of
credit risk.

Inventories: Inventories are stated at the lower of cost or market. Cost of
domestic inventories (approximately 66% of consolidated inventories) was
determined by the last-in, first-out (LIFO) method. Current cost exceeded the
LIFO value of inventories by approximately $8,400,000 and $8,800,000 at December
31, 1997 and 1996, respectively. Cost of international inventories was
determined by the first-in, first-out (FIFO) method.

Property, Plant and Equipment: Property, plant and equipment are stated at cost.
Depreciation is provided over the estimated useful lives of the assets using
primarily the straight-line method.

Currency Translation: Balance sheets of Moore's international operations are
translated to U.S. dollars at the current exchange rate and income statements
are translated at the average exchange rate for the year; resulting translation
adjustments are made directly to a separate component of stockholders' equity.
Certain other transaction adjustments are reported in operations.

Research and Development: Research and development costs, which approximated
$11,097,000 in 1997, $11,416,000 in 1996, and $9,989,000 in 1995, are expensed
as incurred.

                                       19
<PAGE>


NOTE A - Significant Accounting Policies (Continued)

Income Taxes: Income taxes are accounted for under the liability method
prescribed by FASB Statement No. 109. Deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled.
United States income taxes have not been provided on unremitted earnings of
international subsidiaries because Moore plans to continue to finance
international expansion and operating requirements by reinvestment of such
unremitted earnings. No material amount of income taxes would result from
remittance of such earnings.

Changes in Presentation of Comparative Statements: Certain reclassifications
have been made in prior years' financial statements and quarterly data presented
in Note M in order to conform with the current year basis of presentation.

Net Income per Share: In 1997, the FASB issued Statement No. 128, "Earnings per
Share." Statement No. 128 replaced the calculation of primary and fully diluted
earnings per share with basic and diluted earnings per share. Unlike primary
earnings per share, basic earnings per share excludes any dilutive effects of
options, warrants and convertible securities. Diluted earnings per share is very
similar to the previously reported fully diluted earnings per share. All
earnings per share amounts for all periods have been presented and, where
appropriate, restated to conform to the Statement No. 128 requirements.

Recently Issued Financial Accounting Standards: In 1997, the FASB issued
Statement No. 130, "Reporting Comprehensive Income," and Statement No. 131,
"Disclosures about Segments of an Enterprise and Related Information." Both
statements are effective for fiscal periods beginning after December 15, 1997,
with early adoption permitted. Moore is evaluating the effects these statements
will have on its financial reporting and disclosures. These statements are
expected to have no material effect on Moore's results of operations, financial
position, capital resources or liquidity.


NOTE B - Nonrecurring/Unusual Items

In 1996, Moore recorded a net pretax gain of $2,056,000 ($1,300,000 in the
second quarter and $756,000 in the fourth quarter) for the combined effects of
settlements, curtailments and special termination pension and medical benefits
in connection with an early retirement program offered to eligible employees in
the United States. See Notes J and K.

In the second quarter of 1996, Moore completed a review of joint venture
operations in Brazil. As a result of this review and the decision to refocus
business activities, all assets related to the joint venture with a carrying
value of $1,000,000 were written off.


                                       20
<PAGE>


NOTE C - Credit Agreements

At December 31, 1997, Moore had lines of credit with U.S. and non-U.S. banks of
approximately $15,800,000, including a $12,300,000 combined U.S. dollar/U.K.
pound sterling committed revolving credit facility with terms extending through
December 30, 1998. The agreements provide the lender with a security interest in
trade accounts receivable and inventory of the U.S.-based parent company. The
loan agreement further requires maintenance of certain restrictive financial
covenants, including a limitation on the amount of dividends paid per year.
These restrictions are not likely to affect the payment of dividends. There were
no outstanding cash advances under this facility at December 31, 1997;
outstanding cash advances at December 31, 1996, were $3,430,000. Such cash
advances are made at interest rates tied to the bank's prime or LIBOR. This line
of credit supported approximately $500,000 of outstanding letters of credit as
of December 31, 1997.

Moore's Canadian subsidiary has a $3,500,000 credit facility subject to an
annual renewal and extension on May 31, 1998. Under terms of the agreement, the
lender has a security interest in certain assets of the Canadian subsidiary. The
loan agreement requires maintenance of certain restrictive financial covenants.
There were no outstanding cash advances under this facility at December 31,
1997; outstanding cash advances were $800,000 at December 31, 1996, and were
made at rates tied to the bank's prime interest rate.

Moore's United Kingdom subsidiary has approximately $750,000 in a separate
credit facility that generally supports periodic bonding and financial guarantee
requirements arising out of routine trade activities. At year end, there were no
cash advances under this facility.

Moore had only nominal temporary borrowings under credit facilities during 1997.
The weighted average interest rate on short-term borrowings outstanding as of
December 31, 1996, was 8.3%. Cash outlays for interest approximate interest
expense in each of the years ended December 31, 1997, 1996 and 1995. The fair
value of cash advances under credit agreements approximates the carrying value
due to the short-term maturity of these financial instruments.

NOTE D - Leases

Moore leases certain plant, office space and equipment for varying periods. It
is anticipated that in the normal course of business, leases will be renewed or
replaced by other leases. Rent expense for all operating leases of plant and
equipment was $2,700,000 in 1997, $1,800,000 in 1996, and $1,500,000 in 1995.
Minimum future rental commitments under operating leases with initial or
remaining lease terms in excess of one year at December 31, 1997, are as
follows:

                                          1998              $2,500,000
                                          1999               1,700,000
                                          2000               1,100,000
                                          2001                 600,000
                                          2002                 400,000
                                                            ----------

                                         Total              $6,300,000
                                                            ==========

                                       21
<PAGE>


NOTE E - Contingent Liabilities

Various legal actions and proceedings have been or may be initiated or asserted
against Moore in the ordinary course of business, including those pertaining to
environmental, contractual and general liability. While Moore has provided
reserves for the estimated ultimate liability of such claims, the final outcome
could further impact operations and liquidity in future periods, but, in the
opinion of management, will not have a materially adverse effect on the
financial position of Moore.



NOTE F - Stockholders' Equity

<TABLE>
<CAPTION>

                                                                                                         Foreign
                                                                            Capital in                  Currency
                                                Preferred      Common        Excess of    Retained     Translation
                                                  Stock         Stock        Par Value    Earnings     Adjustments
                                               -------------------------------------------------------------------
                                                                     (Thousands of dollars)
<S>                <C>                         <C>           <C>           <C>           <C>            <C>        
BALANCE AT JANUARY 1, 1995                     $     176     $    2,083    $    3,343    $   40,663     $   (1,602)
Net income                                           ---            ---           ---           259            ---
Foreign currency translation adjustment              ---            ---           ---           ---             61
Issuance of restricted stock                         ---            500         7,500           ---            ---
                                               ---------     ----------    ----------    ----------     ----------
BALANCE AT DECEMBER 31, 1995                         176          2,583        10,843        40,922         (1,541)
Net income                                           ---            ---           ---         1,278            ---
Foreign currency translation adjustment              ---            ---           ---           ---            248
Exercise of stock options                            ---              3            42           ---            ---
                                               ---------     ----------    ----------    ----------     ----------
BALANCE AT DECEMBER 31, 1996                         176          2,586        10,885        42,200         (1,293)
Net income                                           ---            ---           ---         6,468            ---
Dividends paid on preferred stock                    ---            ---           ---           (41)           ---
Foreign currency translation adjustment              ---            ---           ---           ---           (594)
Exercise of stock options                            ---              7            95           ---            ---
                                               ---------     ----------    ----------    ----------     ----------
BALANCE AT DECEMBER 31, 1997                   $     176     $    2,593    $   10,980    $   48,627     $   (1,887)
                                               =========     ==========    ==========    ==========     ==========
</TABLE>


In December 1995, Moore sold 500,000 shares of restricted common stock to the
Moore Products Co. Pension Plan for $8 million. Coincident with this private
placement of shares, Moore and the Pension Plan entered into a registration
rights agreement under which the Pension Plan trustee may request Moore to
register the securities.

The 5% cumulative Preferred Stock is entitled to 5 votes per share. In addition,
the preferred shares may, at the election of the holder, be converted into
common shares at a rate of 2.5 preferred shares for each common share. Cash
dividends on common shares can be paid only after preferred dividends have been
fully paid or declared and set aside for payment. Moore's current loan agreement
limits dividend payments to 50% of the previous quarter's net income after
having achieved positive net income for four consecutive quarters.



                                       22
<PAGE>


NOTE G - Stock Option Plans

Moore follows Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees" (APB 25), and related interpretations in accounting for its
employee stock options, because, as discussed below, the alternative fair value
accounting provided for under FASB Statement No. 123, "Accounting for
Stock-Based Compensation," requires use of option valuation models that were not
developed for use in valuing employee stock options. No compensation expense is
recognized under APB 25, because the exercise price of Moore's stock options
equals the market price of the underlying stock on the date of grant.

Moore's 1994 Incentive Stock Option Plan authorizes the grant of options to key
employees and consultants for up to 750,000 shares of Moore's common stock.
Options granted have ten-year terms and generally become vested and exercisable
at the end of five years. The 1997 Non-Employee Directors' Equity Incentive Plan
authorizes the grant of options to outside directors for up to 50,000 shares of
Moore's common stock. Options under the 1997 Plan, which are granted
automatically to outside directors following each annual meeting, have ten-year
terms and become fully vested and exercisable at the end of six months.

A summary of Moore's stock option activity and related information for the years
ended December 31 is as follows:

<TABLE>
<CAPTION>

                                                                    1997              1996               1995
                                                                ------------------------------------------------
<S>                                                                 <C>                <C>               <C>    
Number of shares under stock options:
Outstanding at beginning of year                                    395,700            266,900           154,300
      Granted                                                       245,300            139,500           115,600
      Exercised                                                      (7,100)            (2,880)              ---
      Canceled                                                      (16,480)            (7,820)           (3,000)
                                                                 ----------         ----------         ---------
Outstanding at end of year                                          617,420            395,700           266,900
                                                                 ==========         ==========         =========
Exercisable at end of year                                          177,010             81,300            31,080
                                                                 ==========         ==========         =========

Weighted average exercise price:
      Granted                                                        $26.36            $18.30             $15.63
      Exercised                                                       15.68             15.75                ---
      Canceled                                                        17.50             15.43              15.42
      Outstanding at end of year                                      20.51             16.67              15.78
      Exercisable at end of year                                      16.71             15.85              15.90

</TABLE>

                                       23
<PAGE>


NOTE G - Stock Option Plans (continued)

Information with respect to stock options outstanding and exercisable at
December 31, 1997, is as follows:

<TABLE>
<CAPTION>

                                 OPTIONS OUTSTANDING                                      OPTIONS EXERCISABLE
--------------------------------------------------------------------------             --------------------------
       Range                Number         Weighted Average       Weighted               Number          Weighted
        of                Outstanding          Remaining           Average             Exercisable        Average
     Exercise                 at                 Life             Exercise                 at            Exercise
      Prices               12/31/97           (in years)            Price               12/31/97           Price
--------------------------------------------------------------------------             --------------------------
<S>      <C>                 <C>                  <C>              <C>                   <C>              <C>   
$14.44 - $17.32              241,920              6.3              $15.81                125,460          $15.85
$17.33 - $20.21              133,200              8.3               18.30                 44,550           18.37
$20.22 - $23.10               78,000              9.3               21.39                  7,000           21.50
$23.11 - $25.99                2,000              4.3               23.38                    ---             ---
$26.00 - $28.88              162,300              9.8               28.88                    ---             ---
                             -------                                                     -------
                             617,420              8.1              $20.51                177,010          $16.71
                             =======                                                     =======
</TABLE>


FASB Statement No. 123 requires pro forma disclosure under the fair value method
of net income and income per share for stock options granted. The fair value for
options was estimated at the date of grant using the Black-Scholes option
pricing model. The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options that have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective assumptions, including the expected stock price
volatility. Because Moore's stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of its stock options. The fair weighted average value
of options granted in each year and assumptions used in estimating fair value
under the Black-Scholes model are as follows:

<TABLE>
<CAPTION>

                                                   1997               1996                1995
                                                  ----------------------------------------------
<S>                                               <C>                <C>                 <C>   
Estimated fair value of options granted           $11.33             $ 7.58              $ 6.28
                                                  ======             ======              ======

Principal assumptions in applying the
Black-Scholes valuation model:
      Expected life, in years                       6                  6                   6
      Risk-free interest rate                       5.70%              6.22%               6.16%
      Expected volatility                          32.50%             27.10%              27.10%
      Expected dividend yield                       0.00%              0.00%               0.00%

</TABLE>

                                       24
<PAGE>


NOTE G - Stock Option Plans (continued)

For purposes of pro forma disclosures, the estimated fair value of the options
is amortized to expense over the options' vesting period. Had compensation cost
been determined based upon the fair value of stock options at grant date
consistent with FASB Statement No. 123, Moore's net income and income per share
would have been reduced to the pro forma amounts indicated below (in thousands,
except income per share information):


                                      1997               1996              1995
                                     -------------------------------------------
Pro forma net income                 $5,971             $1,067             $174
Pro forma income per share
       Basic                         $ 2.30             $  .41             $.08
       Diluted                         2.14                .40              .08



NOTE H - Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per
share:

<TABLE>
<CAPTION>

                                                                  1997                1996              1995
                                                            ----------------------------------------------------
<S>                                                         <C>                 <C>                <C>          
Numerator:
    Net income                                              $   6,468,000       $   1,278,000      $     259,000
    Preferred stock dividends                                      (9,000)             (9,000)            (9,000)
                                                            -------------       -------------      -------------
    Numerator for basic earnings per share -
      income available to common stockholders                   6,459,000           1,269,000            250,000
    Effect of dilutive securities:
      Preferred stock dividends                                     9,000               9,000              9,000
                                                            -------------       -------------      -------------
    Numerator for diluted earnings per share -
      income available to common stockholders
      after assumed conversions                             $   6,468,000       $   1,278,000      $     259,000
                                                            =============       =============      =============

Denominator:
    Denominator for basic earnings per
      share - weighted average shares                           2,587,662           2,584,154          2,100,900
    Effect of dilutive securities:
      Stock options                                               136,212              37,157             14,042
      Convertible preferred stock                                  70,380              70,380             70,380
                                                            -------------       -------------      -------------
    Dilutive potential common shares                              206,592             107,537             84,422
                                                            -------------       -------------      -------------
      Denominator for diluted earnings
        per share - adjusted weighted average
        shares and assumed conversions                          2,794,254           2,691,691          2,185,322
                                                            =============       =============      =============

Basic income per share                                             $ 2.50              $  .49             $  .12
                                                                   ======              ======             ======

Diluted income per share                                           $ 2.31              $  .47             $  .12
                                                                   ======              ======             ======


</TABLE>

                                       25
<PAGE>


NOTE I - Income Taxes

<TABLE>
<CAPTION>

                                                                   1997                1996              1995
                                                                ------------------------------------------------
                                                                            (Thousands of dollars)
<S>                                                             <C>                 <C>                 <C>     
Income before income taxes consisted of the following:
    United States                                               $   8,221           $   2,371           $    250
    Other countries                                                 2,004                 381                359
                                                                ---------           ---------           --------
       Total                                                    $  10,225           $   2,752           $    609
                                                                =========           =========           ========

Income tax provision consisted of the following:
    Current:
       Federal                                                  $   2,828           $     784           $    154
       State                                                          677                  50                ---
       Other countries                                                399                 494                106
                                                                ---------           ---------           --------
                                                                    3,904               1,328                260

    Deferred                                                         (147)                146                 90
                                                                ---------           ---------           --------

TOTAL INCOME TAX EXPENSE                                        $   3,757           $   1,474           $    350
                                                                =========           =========           ========

NET INCOME TAXES PAID                                           $   2,882           $     924           $    167
                                                                =========           =========           ========
</TABLE>


The differences between the provision for income taxes and income tax expense
using the U.S. federal statutory rate were as follows:

<TABLE>
<CAPTION>

                                                                   1997               1996                1995
                                                                ------------------------------------------------
                                                                             (Thousands of dollars)

<S>                                                             <C>                 <C>                 <C>     
Tax expense at the federal statutory rate (34%)                 $   3,477           $     936           $    207
Losses in countries for which no tax benefit
    is recognized                                                     511                 274                275
Losses in countries for which benefit is
    recognized currently                                             (897)                (15)              (387)
Other countries' rate differences                                     103                 105                 96
State income tax, net of federal tax benefit                          374                 100                (63)
Permanent differences                                                 102                  74                117
Other                                                                  87                 ---                105
                                                                ---------           ---------           --------

    Provision for income taxes                                  $   3,757           $   1,474           $    350
                                                                =========           =========           ========
</TABLE>



                                       26
<PAGE>


NOTE I - Income Taxes (continued)

The components of deferred tax liabilities and assets are as follows:

<TABLE>
<CAPTION>

                                                                   1997               1996                1995
                                                                ------------------------------------------------
                                                                            (Thousands of dollars)
<S>                                                             <C>                 <C>                 <C>     
Deferred tax liabilities:
    Tax over book depreciation                                  $   1,776           $   1,915           $  1,704
    Prepaid pension costs                                           4,522               4,197              2,554
                                                                ---------           ---------           --------
       Total deferred tax liabilities                               6,298               6,112              4,258

Deferred tax assets:
    Net operating loss carryforwards -
       federal and state                                              ---                 ---                 35
    Net operating loss carryforwards -
       other countries                                              2,293               3,161              3,171
    Postretirement medical benefits                                 1,453               1,489              1,045
    Inventories                                                     1,655               1,475                807
    Vacation obligations                                              535                 460                424
    Alternative minimum tax credits                                   ---                 264                480
    Accruals and reserves                                           1,816               1,315                531
                                                                ---------           ---------           --------
       Total deferred tax assets                                    7,752               8,164              6,493
    Valuation allowance for deferred tax assets                    (2,519)             (3,161)            (3,171)
                                                                ---------           ---------           --------
       Net deferred tax assets                                      5,233               5,003              3,322
                                                                ---------           ---------           --------
       Net deferred tax liabilities                             $   1,065           $   1,109           $    936
                                                                =========           =========           ========
</TABLE>

Moore's international subsidiaries have net operating loss carryforwards that
amount to approximately $6.7 million for income tax purposes, including
approximately $4.3 million with unlimited expiration. The balance of $2.4
million expires in varying amounts beginning in years 1998 though 2005. For
financial reporting purposes, a valuation allowance has been recognized to
offset the deferred tax assets related to these carryforwards. Utilization of
these net operating losses is contingent upon various international operations
generating sufficient taxable income, which cannot be ascertained at this time.


                                       27
<PAGE>


NOTE J - Employee Retirement Plans

Moore has pension plans that cover substantially all United States and Canadian
employees. These plans provide benefits based upon years of service and
compensation prior to retirement. Pension costs are funded as actuarially
determined and to the extent cash contributions are deductible for tax purposes.

The following is a summary of net periodic pension income:
<TABLE>
<CAPTION>

                                                               1997                 1996                  1995
                                                            ----------------------------------------------------
                                                                           (Thousands of dollars)

<S>                                                         <C>                   <C>                   <C>     
Service cost - benefits earned during the period            $   2,450             $  2,626              $  2,017
Interest cost on projected benefit obligation                   3,830                4,141                 3,770
Actual return on plan assets                                  (29,852)             (19,677)              (23,167)
Net amortization and deferral                                  22,459               12,270                16,306
                                                            ---------             --------              --------
    Net periodic pension income                             $  (1,113)            $   (640)             $ (1,074)
                                                            =========             ========              ========
</TABLE>

During 1996, a special retirement program was offered to encourage retirements
among certain U.S.-based employees through July 31, 1996. The combined net
effect of settlements, curtailments and special termination benefits in
connection with this program resulted in a pretax, noncash gain of $3,066,000.

The funded status of defined benefit pension plans as of December 1 is as
follows:
<TABLE>
<CAPTION>

                                                              1997                  1996
                                                           -------------------------------
                                                                (Thousands of dollars)

<S>                                                        <C>                   <C>      
Plan assets at fair value (primarily stocks
    and U.S. Government obligations)                       $  127,790            $ 103,724
Less projected benefits:
    Vested                                                     44,351               43,868
    Accumulated, not vested                                       331                  233
    Effects of future pay increases                            13,501               12,482
                                                           ----------            ---------
Plan assets over projected benefits                            69,607               47,141
Adjustments:
    Unrecognized net asset                                     (3,533)              (4,256)
    Unrecognized net gains                                    (54,461)             (33,076)
                                                           ----------            ---------
Net pension asset recognized in the
    consolidated balance sheets                            $   11,613            $   9,809
                                                           ==========            =========
</TABLE>

Significant assumptions used in accounting for the pension plans are:
<TABLE>
<CAPTION>

                                                     1997                      1996                     1995
                                               ----------------          ----------------         ----------------
<S>                                                  <C>                       <C>                      <C>  
Weighted average discount rate                       7.00%                     7.25%                    7.25%
Long-term rate of return on plan assets              8.00%                     8.00%                    8.00%
Rate of increase in future
  compensation levels                            Graded from               Graded from              Graded from
                                                7.44% to 2.80%            7.44% to 2.80%           7.44% to 2.80%
                                               at ages 21 to 60          at ages 21 to 60         at ages 21 to 60

</TABLE>

                                       28
<PAGE>


NOTE J - Employee Retirement Plans (continued)

In addition to the defined benefit plans described above, Moore also sponsors
defined contribution plans within the United States and the United Kingdom.
Under the U.S. plan, Moore matches 50% of participants' tax deferred
contributions on the first 4% of participants' compensation. The U.K. plans
cover all full-time employees and provide for contributions of 6% of salary.
Amounts charged to expense for these plans were approximately $906,000 in 1997,
$764,000 in 1996, and $647,000 in 1995.


NOTE K - Postretirement Benefits Other Than Pension

Moore provides medical insurance benefits to early retirees in the United States
until they reach age 65.

Net periodic benefit costs include the following components:

<TABLE>
<CAPTION>

                                                                   1997               1996                1995
                                                                ------------------------------------------------
                                                                            (Thousands of dollars)
<S>                                                             <C>                 <C>                 <C>     
Service cost of benefits earned                                 $      92           $      86           $     68
Interest cost on the accumulated postretirement
    benefit obligation ("APBO")                                       213                 183                141
Net amortization and deferral                                         (15)                (17)               (42)
                                                                ---------           ---------           --------
       Total net periodic benefit cost                          $     290           $     252           $    167
                                                                =========           =========           ========
</TABLE>

In addition to the net periodic benefit cost, in 1996, Moore recognized a net
curtailment loss of $1,010,000 related to a special early retirement program
described in Notes B and J.

Summary of the unfunded APBO as of December 31 is as follows:

<TABLE>
<CAPTION>
                                                                   1997                1996
                                                                -----------------------------
                                                                    (Thousands of dollars)

<S>                                                             <C>                 <C>      
Early retirees                                                  $   1,645           $   1,887
Fully eligible active employees                                       289                 267
Other active participants                                           1,195                 982
                                                                ---------           ---------
    Total APBO                                                      3,129               3,136
Unrecognized net gain                                                 531                 610
                                                                ---------           ---------
    Accrued postretirement medical benefits
       recognized in accompanying
       consolidated balance sheets                              $   3,660           $   3,746
                                                                =========           =========
</TABLE>

The discount rate used in determining the APBO was 7.00% at December 31, 1997,
and 7.25% at December 31, 1996. The assumed health care cost trend rate used in
measuring the APBO was 8% in 1996, declining to 7% in the year 1997 and
remaining level thereafter. If the health care cost trend rate assumptions were
increased by 1%, the net periodic postretirement benefit cost for 1997 would
increase by approximately $38,000 and the APBO as of December 31, 1997, would
increase by approximately $275,000.

                                       29
<PAGE>

NOTE L - Segment and Geographic Information

Moore, operating in one industry segment, is in the business of developing,
manufacturing and selling process control instruments and systems. In addition
to its principal manufacturing operations and markets in the United States,
Moore conducts sales, customer support and service operations out of other
locations in Europe, North America and the Pacific Rim. The following table
presents financial information by geographic region for the years 1997, 1996 and
1995.

<TABLE>
<CAPTION>
                                      United
                                      States         Europe           Other       Eliminations      Consolidated
                                    ----------------------------------------------------------------------------
1997                                                       (Thousands of dollars)

<S>                                 <C>            <C>           <C>               <C>               <C>        
Sales to unaffiliated customers     $   121,687    $   23,403    $     19,157      $       ---       $   164,247
Sales and transfers between
     geographic areas                    16,062         1,032           2,822          (19,916)              ---
                                    -----------    ----------    ------------      -----------       -----------
Total revenue                       $   137,749    $   24,435    $     21,979      $   (19,916)      $   164,247
                                    ===========    ==========    ============      ===========       ===========
Operating income                    $     8,180    $    2,133    $         37      $        47       $    10,397
Identifiable assets                      79,427        18,606          11,462          (15,503)           93,992


1996

Sales to unaffiliated customers     $   104,898    $   18,582    $     19,412      $       ---       $   142,892
Sales and transfers between
     geographic areas                    16,039         1,263           2,609          (19,911)              ---
                                    -----------    ----------    ------------      -----------       -----------
Total revenue                       $   120,937    $   19,845    $     22,021      $   (19,911)      $   142,892
                                    ===========    ==========    ============      ===========       ===========
Operating income (loss)             $     2,901    $     (533)   $      1,209      $      (359)      $     3,218
Identifiable assets                      73,353        12,606          12,087          (11,999)           86,047


1995

Sales to unaffiliated customers     $    92,367    $   14,496    $     14,174      $       ---       $   121,037
Sales and transfers between
     geographic areas                    11,956           910           2,152          (15,018)              ---
                                    -----------    ----------    ------------      -----------       -----------
Total revenue                       $   104,323    $   15,406    $     16,326      $   (15,018)      $   121,037
                                    ===========    ==========    ============      ===========       ===========
Operating income (loss)             $       815    $      (63)   $        544      $      (249)      $     1,047
Identifiable assets                      67,129        13,453          10,355          (12,744)           78,193

</TABLE>

In the above table, "United States" includes all domestic operations. "Other"
includes subsidiaries located in Canada, Mexico, Australia and Singapore. Sales
between geographic areas are accounted for at cost plus a reasonable profit.
Identifiable assets are those assets identified with the operations in each
area. United States sales to unaffiliated customers include export sales of
$12.0 million in 1997, $12.9 million in 1996 and $10.0 million in 1995.



                                       30
<PAGE>


NOTE M - Quarterly Data (Unaudited)
(In thousands of dollars, except per share data)
<TABLE>
<CAPTION>

                                                                               1997
                                                                           Quarter Ended
                                                    March 31         June 30        September 30       December 31
                                                    --------------------------------------------------------------
<S>                                                 <C>              <C>                <C>              <C>    
Net sales                                           $37,818          $37,897            $40,423          $48,109
Gross profit                                         15,805           16,354             17,749           20,732
Net income                                            1,055            1,048              1,787            2,578
Net income per share:
    Basic                                           $   .41          $   .40            $   .69          $   .99
    Diluted                                             .38              .38                .65              .90
</TABLE>

<TABLE>
<CAPTION>

                                                                               1996
                                                                           Quarter Ended
                                                    March 31         June 30*       September 30       December 31*
                                                    ---------------------------------------------------------------
<S>                                                 <C>              <C>                <C>              <C>    
Net sales                                           $35,155          $35,968            $35,983          $35,786
Gross profit                                         15,150           14,631             15,454           14,969
Net income                                              229               59                352              638
Net income per share:
    Basic                                           $   .09          $   .02            $   .14          $   .25
    Diluted                                             .08              .02                .13              .24
</TABLE>

*  See Note B for explanation of unusual items.


The 1996 and first three quarters of 1997 net income per share amounts have been
restated to comply with FASB Statement No. 128, "Earnings per Share."



                                       31
<PAGE>


                         REPORT OF INDEPENDENT AUDITORS


The Board of Directors and Stockholders of Moore Products Co.

     We have audited the accompanying consolidated balance sheets of Moore
Products Co. as of December 31, 1997 and 1996, and the related consolidated
income statements and statements of cash flows for each of the three years in
the period ended December 31, 1997. Our audits also included the financial
statement schedule listed in the Index at Item 14(a). These financial statements
and schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedule based on our audits.

     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Moore Products
Co. at December 31, 1997 and 1996, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1997, in conformity with generally accepted accounting principles.
Also, in our opinion, the related financial statement schedule, when considered
in relation to the basic financial statements taken as a whole, presents fairly
in all material respects the information set forth therein.


                                                          \s\ Ernst & Young LLP
                                                          ---------------------


Philadelphia, Pennsylvania
January 29, 1998


Item 9. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure.

     Not applicable.


                                       32

<PAGE>


                                    PART III

     As indicated in the following table, the information required to be
presented in Part III of this report (other than the information concerning
executive officers as set forth at the end of Item 4 herein) is hereby
incorporated by reference to Moore's definitive Proxy Statement for its 1998
Annual Meeting of Shareholders, to be filed with the Securities and Exchange
Commission within 120 days of the end of the fiscal year covered by this report:

<TABLE>
<CAPTION>

                                                     Material in Proxy Statement for 1998
                                                     Annual Meeting which is incorporated
                                                     herein by reference
                                                     ------------------------------------------------
Form 10-K Item No. and Item Caption                                      Caption
----------------------------------------------       ------------------------------------------------

<S>                                                   <C>                                            
10  Directors and Executive Officers of Moore.       "1.  ELECTION OF DIRECTORS" and "COMPLIANCE WITH
                                                     SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF
                                                     1934"

11  Executive Compensation.                          "ADDITIONAL INFORMATION"

12  Security Ownership of Certain Beneficial         "Beneficial Ownership of Principal Shareholders
    Owners and Management.                           and Management"

13  Certain Relationships and Related                "Compensation of Directors"
    Transactions.
</TABLE>



                                       33
<PAGE>


                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

      (a)(1)  Financial Statements

              The following consolidated financial statements of Moore and its
              subsidiaries, are included in Item 8:

              Consolidated Income Statements -
              Years ended December 31, 1997, 1996, and 1995

              Consolidated Balance Sheets - December 31, 1997
              and December 31, 1996

              Consolidated Statements of Cash Flows -
              Years ended December 31, 1997, 1996, and 1995

              Notes to Consolidated Financial Statements - December 31, 1997

              Report of Independent Auditors

      (a)(2)  Financial Statement Schedule
                                                                      Schedule
                                                          Page         Number
                                                          ----        --------
              Valuation and Qualifying Accounts            38           II


      All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not required
under the related instructions or are inapplicable and therefore have been
omitted.

      (a)(3)  Exhibits

    Exhibit
    Number                              Description
    -------        --------------------------------------------------
       3a          Restated Articles of Incorporation. (Filed herewith.)

       3b          By-Laws, as amended through May 2, 1991.
                   (Incorporated by reference to Exhibit 3b to
                   Moore's 1991 Form 10-K.)

       4           Instruments defining the rights of security
                   holders. (Reference is made to (i) Articles 5 and
                   10 of Moore's Articles of Incorporation (Exhibit
                   3a to this report) and (ii) Articles III, IV,
                   VIII, X and XIII of Moore's By-Laws (Exhibit 3b to
                   this report).)


                                       34
<PAGE>


    Exhibit
    Number                             Description
    -------        -------------------------------------------------

       10a         Registration Rights Agreement entered into as of
                   December 18, 1995, between Moore Products Co. and
                   Mellon Bank N.A., as trustee for the Moore
                   Products Co. Pension Plan. (Incorporated by
                   reference to Exhibit 10 to Moore's 1995 Form
                   10-K.)

       10b*        1994 Incentive Stock Option and Non-qualified
                   Stock Option Plan, as amended. (Incorporated by
                   reference to Exhibit 10a to Moore's Form 10-Q for
                   the quarter ended September 30, 1997.)

       10c*        1997 Non-Employee Directors' Equity Incentive
                   Plan. (Incorporated by reference to Exhibit 10b to
                   Moore's Form 10-Q for the quarter ended September
                   30, 1997.)

       10d*        Form of agreement with Raymond M. Reed, dated June
                   7, 1996. (Incorporated by reference to Exhibit 10a
                   to Moore's Form 10-Q for the quarter ended
                   September 30, 1996.)

       10e*        Form of agreement with Edward T. Hurd, dated June
                   13, 1996. (Incorporated by reference to Exhibit
                   10b to Moore's Form 10-Q for the quarter ended
                   September 30, 1996.)

       10f*        Form of agreement with F. Lawton Hindle, dated
                   December 28, 1994. (Incorporated by reference to
                   Exhibit 10a to Moore's 1994 Form 10-K.)

       10g*        Summary of Employment Terms with Donald E. Bogle.
                   (Filed herewith)

       21          Subsidiaries of Moore. (Filed herewith.)

       23          Consent of Independent Auditors. (Filed herewith.)

       27.1        Financial Data Schedule for Year Ended December 31, 1997.
                   (Filed herewith)

       27.2        Restated Financial Data Schedule for Years Ended December 31,
                   1996 and 1995. (Filed herewith)

       27.3        Restated Financial Data Schedule for Quarters Ended March 31,
                   1997, June 30, 1997 and September 30, 1997. (Filed herewith)

       27.4        Restated Financial Data Schedule for Quarters
                   Ended March 31, 1996, June 30, 1996 and September
                   30, 1996. (Filed herewith)

       *  Indicates a management contract, arrangement or compensatory plan.



    (b) No reports on Form 8-K were filed by Moore during the last quarter of
        1997.

                                       35
<PAGE>


                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Moore has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                               MOORE PRODUCTS CO.

                                      \s\ D. E. Bogle
                                      --------------------------
Date: March 25, 1998                  D. E. Bogle, President and
                                      Chief Executive Officer

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of Moore and in
the capacities and on the dates indicated.


                                      \s\ D. E. Bogle
                                      --------------------------
Date: March 25, 1998                  D. E. Bogle, President,
                                      Chief Executive Officer and Director


                                      \s\ E. J. Curry
                                      --------------------------------------
Date: March 25, 1998                  E. J. Curry, Executive Vice President,
                                      Chief Operating Officer and Director


                                      \s\ R. E. Wisniewski
                                      ------------------------------------------
Date: March 25, 1998                  R. E. Wisniewski
                                      Secretary and Treasurer
                                      (Principal Financial & Accounting Officer)

                                      ---------------------------
Date:                                 R. B. Adams, Director

                                      ---------------------------
Date:                                 F. L. Hindle, Director

                                      \s\ E. T. Hurd
                                      ---------------------------
Date: March 25, 1998                  E. T. Hurd, Director

                                      \s\ J. O. Moore
                                      ---------------------------
Date: March 25, 1998                  J. O. Moore, Director

                                      ---------------------------
Date:                                 T. C. Moore, Director

                                      \s\ W. B. Moore
                                      ---------------------------
Date: March 25, 1998                  W. B. Moore, Director

                                      ---------------------------
Date:                                 R. H. Owens, Director

                                      ---------------------------
Date:                                 R. M. Reed, Director

                                      \s\ E. G. Rorke
                                      ---------------------------
Date: March 25, 1998                  E. G. Rorke, Director

                                       36
<PAGE>


                                  EXHIBIT INDEX


Exhibit
Number                             Description
-------    --------------------------------------------------------------------

  3a       Restated Articles of Incorporation. (Filed herewith.)

  10g      Summary of Employment Terms with Donald E. Bogle. (Filed herewith.)

  21       Subsidiaries of Moore. (Filed herewith.)

  23       Consent of Independent Auditors. (Filed herewith.)

  27.1     Financial Data Schedule for Year Ended December 31, 1997.
           (Filed herewith.)

  27.2     Restated Financial Data Schedule for Years Ended December 31, 1996
           and 1995. (Filed herewith.)

  27.3     Restated Financial Data Schedule for Quarters Ended March 31,
           1997, June 30, 1997 and September 30, 1997. (Filed herewith.)

  27.4     Restated Financial Data Schedule for Quarters Ended March 31,
           1996, June 30, 1996 and September 30, 1996. (Filed herewith.)

                                       37
<PAGE>


                               Moore Products Co.

                 SCHEDULE II - Valuation and Qualifying Accounts


<TABLE>
<CAPTION>
                                                             Additions
                                                    --------------------------
                                                                      Charged
                                      Balance at    Charged to        to Other
                                      Beginning     Costs and         Accounts       Deductions      Balance at End
         Description                  of Period      Expenses        - Describe      - Describe         of Period
-------------------------------------------------------------------------------------------------------------------
<S>                                  <C>           <C>               <C>             <C>            <C>           
YEAR ENDED DECEMBER 31, 1997
  Reserves and allowances
  deducted from asset accounts:
    Allowance for
    doubtful accounts                  $830,000     $1,016,000       $     ---      $75,000(1)         $1,771,000

YEAR ENDED DECEMBER 31, 1996
  Reserves and allowances
  deducted from asset accounts:
    Allowance for
    doubtful accounts                  $205,000     $  647,000       $     ---      $22,000(1)         $  830,000

YEAR ENDED DECEMBER 31, 1995
  Reserves and allowances
  deducted from asset accounts:
    Allowance for
    doubtful accounts                  $200,000     $   27,000       $     ---      $22,000(1)         $  205,000
</TABLE>

(1) Uncollectible accounts written off, net of recoveries.

                                       38