<PAGE>  1
                                 Form 10-K
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                (Mark One)
           [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
            THE SECURITIES EXCHANGE ACT OF 1934 (Fee Required)
                  For the fiscal year ended May 31, 1997
                                    OR
         [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
           THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)

              For the transition period from       to       

                       Commission file number 0-3085

                           WYMAN-GORDON COMPANY
     (Exact name of registrant as specified in its charter)

            MASSACHUSETTS                   04-1992780
    (State or other jurisdiction of     (I.R.S. Employer
    incorporation or organization)      Identification No.)

244 WORCESTER STREET, BOX 8001, GRAFTON, MASSACHUSETTS 01536-8001
   (Address of Principal Executive Offices)           (Zip Code)

                               508-839-4441
       (Registrant's telephone number, including area code)

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

                                         NAME OF EACH EXCHANGE
          TITLE OF EACH CLASS             ON WHICH REGISTERED 
                 None                            None

        Securities registered pursuant to Section 12(g) of the Act:
                        Common Stock, $1 Par Value
                             (Title of Class)

      Indicate by a 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,
and (2) has been subject to such filing requirements for the past
90 days.    Yes   X     No       
      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. [ ]
      Aggregate market value of the voting stock held by non-
affiliates of the registrant as of July 26, 1997: $407,376,000
      Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest
practicable date.

             CLASS               OUTSTANDING AT JULY 26, 1997
     Common Stock, $1 Par Value        36,172,910 Shares

                                    -1-<PAGE>
<PAGE>  2
                    DOCUMENTS INCORPORATED BY REFERENCE


      Portions of the Registrant's "Proxy Statement for Annual
Meeting of Stockholders" on October 15, 1997 are incorporated
into Part III.





















































                                    -2-<PAGE>
<PAGE>  3
                                  PART I

ITEM 1. BUSINESS

THE COMPANY

     Wyman-Gordon Company is a leading manufacturer of high
quality, technologically advanced forging and investment casting
components, and composite airframe structures for the commercial
aviation, commercial power and defense industries.  The Company
uses forging and investment casting processes to produce metal
components to exacting customer specifications for technically
demanding applications such as jet turbine engines, airframes and
land-based and marine gas turbine engines.  The Company also
extrudes seamless thick wall steel pipe for use primarily in the
oil and gas industry and commercial power generation plants.  The
Company produces components for most of the major commercial and
U.S. defense aerospace programs.  The Company's unique
combination of manufacturing facilities and broad range of
metallurgical skills allow it to serve its customers effectively
and to lead the development and use of new metal technologies for
its customers' uses. As used in this report the term "Company"
includes Wyman-Gordon Company and its subsidiaries.

     Forging, a process in which metal is heated and shaped
through pressing or extrusion, represented 77% of the Company's
total revenues in the year ended May 31, 1997.  Casting, a
process in which molten metal is poured into molds, represented
21% of the Company's total revenues in the year ended May 31,
1997.

     The Company's composite business plans, designs, fabricates
and tests composite airframe structures for the aerospace market
and represented 2% of the Company's total revenues in the year
ended May 31, 1997.

PERFORMANCE IMPROVEMENTS

     The Company's operating results have improved in recent
years as a result of several factors, including (i) the
acquisition of Cameron Forged Products Company ("Cameron") from
Cooper Industries, Inc. in May 1994, (ii) a series of strategic
initiatives designed to lower the Company's cost structure,
consolidate its forging operations, lower inventory requirements
and solidify customer relations, and (iii) higher demand for
aerospace parts resulting from increasing production rates of
commercial aircraft by commercial airframe prime contractors. 
Industry analysts forecast an estimated $1 trillion or more in
new aircraft orders over the next 20 years, which the Company
expects will result in continued strong demand for the Company's
products.  However, the aerospace industry is highly cyclical and
there can be no assurance that improved conditions in the
commercial aerospace market will be sustained.

     The acquisition of Cameron, the Company's principal
competitor in the production of forgings for use in critical
aerospace applications and the Company's subsequent consolidation
of forging operations, helped to reduce excess capacity in the

                                    -3-<PAGE>
<PAGE>  4

industry.  The Company has substantially completed the
consolidation of Cameron which included refocusing its operations
to eliminate duplicative facilities, improving throughput and
increasing efficiencies of scale.  These changes have resulted in
higher utilization rates, better inventory management and cost
reductions.  The Company estimates that, as a result of cost
savings and production efficiencies achieved since the
acquisition of Cameron, its total production and selling costs
are more than $30 million lower per year than such costs would
have been under the cost structures of the Company and Cameron
prior to the acquisition.

     The Company has undertaken the following significant
initiatives to maximize its production efficiencies:

     FOCUSED FACTORIES.  The Company has substantially completed
the consolidation of the manufacture of rotating parts for jet
engines from Grafton, Massachusetts into the Company's Houston,
Texas facility.  At the same time, the Grafton facility has been
focused on the production of large airframe structures and large
turbine parts such as components for the GE90 engine and land-
based gas turbines.  Prior to the acquisition of Cameron, the
Company and Cameron both produced isothermal forgings.  That
business has been combined in the Company's Worcester,
Massachusetts facility where the Company has made significant
expenditures to improve productivity.  The Company now has
greater ability to supply its customers with isothermal forgings
than the two companies previously had separately.  As a result of
supply constraints of raw materials in recent years, the Company
has increased its production of titanium ingots as its Millbury,
Massachusetts melt shop which has allowed a significant increase
in its production of aerospace structural forgings.  Through the
emphasis on focused factories, the Company has been able to
eliminate duplicative facilities, improve throughout, and achieve
efficiencies of scale.

     RATIONALIZATION OF FORGING OPERATIONS.  Subsequent to the
acquisition of Cameron, the Company closed one of the two Cameron
forging plants in Houston, Texas.  The 20,000 multi-ram ton press
that Cameron operated in the closed facility was reinstalled at
the Company's existing Houston facility and began operations at
the end of fiscal year 1997.  This press will give the Company
greater capacity to serve its aerospace customers and will allow
further focus in the Company's Livingston, Scotland plant as
certain valve bodies and other products produced there will be
made on the 20,000 ton press in the Houston facility.  In
addition, the Company has closed its ring-roll operations at its
Worcester, Massachusetts facility.  The Company also shut down
its hammer forging operations in the Worcester facility and
entered into an arrangement with Sifco Industries, Inc. ("Sifco")
pursuant to which the Company agreed to cooperate in transferring
customer relationships to Sifco by sharing technical and product
information, joint marketing and transferring dies and Sifco
agreed to pay the Company royalties.  Finally, the Company has
exited the unprofitable aluminum forging business operated at its
Grafton, Massachusetts facility, and has entered into an
arrangement with Weber Metals, Inc. for the production of

                                    -4-<PAGE>
<PAGE>  5

aluminum forgings on terms similar to that with Sifco.  The
result has been improved manufacturing efficiencies, higher
utilizations and better inventory management.

     BEST PRACTICES.  The Company has adopted, and will continue
to adopt, the best manufacturing practices of the Company and
Cameron, resulting in cost reductions from lower material input
weights on certain forgings, improved machining practices and
more efficient testing procedures.  Substantial raw material cost
savings in certain of the Company's processes have resulted from
utilization of material produced in the Company's Brighton,
Michigan powder metal facility and the Company's Houston, Texas
vacuum remelting facility.  At the Company's Houston facility,
average manufacturing cycle times have been reduced from
approximately 22 weeks to seven weeks, and by applying the
techniques learned in Houston, the Company has achieved similar
reductions at its Grafton, Massachusetts facility.

     STRATEGY

     The Company intends to strengthen its position in the
aerospace market and diversify into new markets by leveraging its
manufacturing capabilities and expertise in high performance
material.  By diversifying its business mix, the Company intends
to lessen its reliance on the aerospace industry and mitigate the
impact of the cylicality of that industry.  The Company intends
to achieve its goals through the following initiatives:

     ENHANCE STRATEGIC ALLIANCES WITH CUSTOMERS AND SUPPLIERS. 
The Company, its customers and its raw material suppliers have
formed teams to undertake numerous initiatives to improve
quality, to shorten manufacturing cycle times and to reduce costs
at each stage of production.  Teams from each of the
participating companies meet regularly to share information and
to develop plans for streamlining the entire supply chain. 

     FOCUS ON MORE VALUE-ADDED PRODUCTS.  The Company plans to
become more involved in the design phases for new components and
applications, which the Company believes will enable it to
provide more value-added products to its customers.  Through
these efforts, the Company expects to enhance its position as a
leading supplier to its customers and to improve its competitive
position. 

     DEVELOP NEW APPLICATIONS AND ENTER NEW MARKETS.  The Company
believes that its expertise in the manufacture of highly
specialized metal components with enhanced fatigue and
temperature resistant properties gives it the ability to design
new applications for existing technologies in its current markets
and to utilize existing technologies in new markets.  For
example, the Company has been able to enter the power generation
and energy market where the Company's knowledge of nickel alloys
and manufacturing technology utilized for aircraft engines can be
applied to manufacture energy efficient, high strength,
temperature resistant gas turbines.  The Company is applying its
casting expertise, particularly in titanium, to new markets such
as automotive, marine, sporting goods, power generation, and

                                    -5-<PAGE>
<PAGE>  6

semiconductor manufacturing.  In addition, the Company is
expanding its operations internationally, particularly in Russia
and the Far East.

     EXPAND THROUGH SELECTIVE ACQUISITIONS AND JOINT VENTURES. 
The Company intends to pursue selective acquisitions and joint
ventures in its core aerospace business and in new areas that
enable the Company to leverage its manufacturing expertise and
metallurgical skills.  The Company believes that its acquisition
of Cameron demonstrates its ability to successfully integrate
acquired businesses.

     LEVERAGE EXPERTISE WITH LARGER AEROSPACE COMPONENTS.  The
Company believes that its technological leadership in
manufacturing large-scale components and experience in producing
and utilizing sophisticated alloys will enable it to capitalize
on the industry trend toward widebody aircraft with larger and
more sophisticated engines.  These aircraft, which include the
new Boeing 777, require larger airframe structural parts and
their engines require high-purity alloys, both of which are
particular strengths of the Company.

     EXPLOIT INTERNATIONAL ALLIANCES AND MARKETS.  The Company
has increased its purchases of titanium ingot from Salda, a forge
company in the Ural Mountains, and is working with Salda to get
Salda qualified to produce finished forgings for some of the
Company's customers.  The Company has opened a representative
office in Beijing and is seeking to develop strategic alliances
with a leading aerospace forging company and an aerospace casting
company with respect to possible joint ventures in China.  The
Company has also entered into an agreement with Parsan Forge of
Istanbul, Turkey for the manufacture of smaller-sized aerospace
hammer forgings.


MARKETS AND PRODUCTS

     The principal markets served by the Company are aerospace
and energy.  Revenue by market for the respective periods were as
follows (000's omitted, except percentages):
<TABLE>
<CAPTION>
                     YEAR ENDED            YEAR ENDED
                    MAY 31, 1997          MAY 31, 1996  
                             % OF                  % OF
                  REVENUE   TOTAL       REVENUE   TOTAL
<S>               <C>         <C>       <C>        <C>
Aerospace         $475,131     78%      $362,706    73%
Energy              97,117     16         92,991    19
Other               36,494      6         43,927     8
  Total           $608,742    100%      $499,624   100%
</TABLE>






                                    -6-<PAGE>
<PAGE>  7
<TABLE>
<CAPTION>
                     YEAR ENDED
                    MAY 31, 1995  
                             % OF
                  REVENUE   TOTAL
<S>               <C>         <C>
Aerospace         $300,143     76%
Energy              66,892     17
Other               29,604      7
  Total           $396,639    100%
</TABLE>


     AEROSPACE PRODUCTS

     AEROSPACE TURBINE PRODUCTS.  The Company manufactures
components from sophisticated titanium and nickel alloys for jet
engines manufactured by GE, Pratt & Whitney, Rolls-Royce and CFM
International S.A.  Such jet engines are used on substantially 
all commercial aircraft produced by Boeing, McDonnell Douglas and
Airbus.  The Company's forged engine parts include fan discs,
compressor discs, turbine discs, seals, spacers, shafts, hubs and
cases.  Cast engine parts include thrust reversers, valves and
fuel system parts such as combustion chamber swirl guides. 
Rotating parts such as fan, compressor and turbine discs must be
manufactured to precise quality specifications.  The Company
believes it is the leading producer of these rotating components
such as fan compression and turbine discs for use in turbine
aircraft engines.  Jet engines may produce in excess of 100,000
pounds of thrust and may subject parts produced by the Company to
temperatures reaching 1,350 degrees Fahrenheit.  Components for
such extreme conditions require precision manufacturing and
expertise with high-purity titanium and nickel alloys. 

     AEROSPACE STRUCTURAL PRODUCTS.  The Company's airframe
structural components, such as landing gear, bulkheads and wing
spars, are used on the entire fleet of airplanes manufactured by
Boeing, including the new 777, the McDonnell Douglas MD-11 and
the Airbus A330 and A340.  In addition, the Company's structural
components are used on a number of military aircraft and other
defense-related applications including the McDonnell Douglas C-17
transport and the new F-22 air superiority fighter being jointly
developed by Lockheed and Boeing. The Company also produces
dynamic rotor forgings for helicopters manufactured by Sikorsky.

     Aerospace Structural products include wing spars, engine
mounts, struts, landing gear beams, landing gear, wing hinges,
wing and tail flaps, housings, and bulkheads.  These parts may be
made of titanium, steel, aluminum and other alloys, as well as
composite materials.  Forging is particularly well-suited for
airframe parts because of its ability to impart greater strength
per unit of weight to metal than other manufacturing processes. 
Investment casting can produce complex shapes to precise,
repeatable dimensions.




                                    -7-<PAGE>
<PAGE>  8

     The Company has been a major supplier of the beams that
support the main landing gear assemblies on the Boeing 747 for
many years and supplies main landing gear beams for the new
Boeing 777.  The Company forges landing gear and other airframe
structural components for the Boeing 737, 747, 757, 767 and 777,
the McDonnell Douglas MD-11 and the Airbus A330 and A340.  The
Company produces structural forgings for the F-15, F-16 and F/A-
18 fighter aircraft and the Black Hawk helicopter produced by
Sikorsky.  The Company also produces large, one-piece bulkheads
for Lockheed/Boeing for the F-22 next generation air superiority
fighter aircraft.

     ENERGY PRODUCTS

     The Company is a major supplier of extruded seamless thick
wall pipe used in critical piping systems in both fossil fuel and
nuclear commercial power plants worldwide as well as oil and gas
industry applications.  The Company believes it is the leading
supplier in the U.S. and the U.K. of large diameter, seamless
thick wall pipe.  The Company produces rotating components, such
as discs and spacers, and valves components for land-based steam
turbine and gas turbine generators.  The Company also
manufactures shafts, cases, and compressor and turbine discs for
marine gas turbines.  The Company believes the energy market
provides it with an opportunity to build on its manufacturing
capabilities and metallurgical know-how gained from manufacturing
products for the aerospace industry.

     The Company produces a variety of mechanical and structural
tubular forged products, primarily in the form of extruded
seamless pipe, for the domestic and international energy markets,
which include nuclear and fossil fueled power plants,
cogeneration projects and retrofit and life extension
applications.  These tubular forged products also have ordnance
and other military applications.  Aluminum, steel, and
titanium products are manufactured at the Company's Houston,
Texas forging facility where one of the world's largest vertical
extrusion presses extrudes pipe up to 48 inches in diameter and
seven inches in wall thickness and bar stock from six to 32
inches in diameter.  Lengths of pipe and bar stock vary from ten
to 45 feet with a maximum forged weight of 20 tons.  Similar
equipment and capabilities are in operation at the Company's
Livingston, Scotland forging facility.  Additionally, the Houston
press extrudes powder billets for use in aircraft turbine engine
forgings. 


     OTHER PRODUCTS

     The Company supplies products to builders of military bombs
and missiles.  Examples of these products include breech blocks
and breech rings for large cannons and forged steel casings for
bombs, rockets and expendable launch vehicles.  For naval defense
applications, the Company supplies components for propulsion
systems for nuclear submarine and aircraft carriers as well as
pump, valve, structural and non nuclear propulsion forgings.


                                    -8-<PAGE>
<PAGE>  9
     The Company also manufactures extruded missile, rocket and
bomb cases and supplies extruded products for nuclear submarines
and aircraft carriers, including thick wall piping for nuclear
propulsion systems, torpedo tubes and catapult launch tubes.  The
Company also extrudes powders for other alloy powder
manufacturers.

     The Company's investment casting operations, which utilize a
process of pouring molten metal into a mold, manufacture products
for commercial applications such as food processing,
semiconductor manufacturing, diesel turbochargers and sporting
equipment.

     The Company is actively seeking to identify alternative
applications for its capabilities, such as in the automotive and
other commercial markets.

CUSTOMERS

     The Company has approximately 275 active customers that
purchase forgings, approximately 800 active customers that
purchase investment castings and approximately 20 active
customers that purchase composite structures.  The Company's
principal customers are similar across all of these production
processes.  Five customers accounted for 48%, 47% and 50% of the
Company's revenues for the years ended May 31, 1997, 1996 and
1995, respectively.  GE and United Technologies (primarily its
Pratt & Whitney division and Sikorsky operation) each accounted
for 10%, or more, of revenues for the years ended May 31, 1997,
1996 and 1995.
<TABLE>
<CAPTION>
(In thousands, except percentages)
                      YEAR ENDED            YEAR ENDED
                     MAY 31, 1997          MAY 31, 1996  
                             % OF                  % OF
                             TOTAL                 TOTAL
                  REVENUE   REVENUE     REVENUE   REVENUE
<S>               <C>          <C>      <C>         <C>
GE                $156,764     26%      $134,830    27%
United 
 Technologies       60,921     10         53,116    11
</TABLE>
<TABLE>
<CAPTION>
(In thousands, except percentages)
                      YEAR ENDED
                     MAY 31, 1995   
                             % OF
                             TOTAL
                  REVENUE   REVENUE
<S>               <C>          <C>
GE                $101,261     26%
United
  Technologies      58,873     15                            
</TABLE>



                                    -9-<PAGE>
<PAGE>  10

     Boeing, McDonnell Douglas and Rolls-Royce are also
significant customers of the Company.   Because of the relatively
small number of customers for some of the Company's principal
products, those customers exercise significant influence over the
Company's prices and other terms of trade.

    The Company has organized its operations into product groups
which focus on specific customers or groups of customers with
similar needs.  The Company has become actively involved with its
aerospace customers through supply chain management initiatives,
joint development relationships and cooperative research and
development, engineering, quality control, just-in-time inventory
control and computerized design programs.  This involvement
begins with the design of the tooling and processes to
manufacture the customer's components to its precise
specifications.

MARKETING AND SALES

    The Company markets its products principally through its own
sales engineers and makes only limited use of manufacturers'
representatives.  Substantially all sales are made directly to
original equipment manufacturers.

     The Company's sales are not subject to significant seasonal
fluctuations.

     A substantial portion of the Company's revenues are derived
from long-term, fixed price contracts with major engine and
aircraft manufacturers.  These contracts are typically
"requirements" contracts under which the purchaser commits to
purchase a given portion of its requirements of a particular
component from the Company.  Actual purchase quantities are
typically not determined until shortly before the year in which
products are to be delivered.  The Company has recently increased
its efforts to obtain long-term agreements ("LTAs") with
customers which contain price adjustments which would compensate
the Company for increased raw material costs.

BACKLOG

    The Company's firm backlog includes the sales prices of all
undelivered units covered by customers' orders for which the
Company has production authorization.  The Company's firm backlog
in the various markets served by the Company has been as follows:
<TABLE>
<CAPTION>
(000's omitted, except percentages)

                    MAY 31, 1997          MAY 31, 1996 
                             % OF                  % OF
                  BACKLOG   TOTAL       BACKLOG   TOTAL
<S>               <C>         <C>       <C>        <C>
Aerospace         $767,989     86%      $499,103    83%
Energy              99,172     11         66,341    11
Other               28,664      3         32,994     6
  Total           $895,825    100%      $598,438   100%
</TABLE>
                                   -10-<PAGE>
<PAGE>  11
<TABLE>
<CAPTION>
                    MAY 31, 1995  
                             % OF
                  BACKLOG   TOTAL
<S>               <C>         <C>
Aerospace         $382,982     82%
Energy              57,248     12
Other               28,531      6
  Total           $468,761    100%
</TABLE>

     At May 31, 1997, approximately $671.6 million of total firm
backlog was scheduled to be shipped within one year (compared to
$437.0 million at May 31, 1996 and $365.0 million at May 31,
1995) and the remainder in subsequent years. Sales during any
period include sales which were not part of backlog at the end of
the prior period.  Customer orders in firm backlog are subject to
rescheduling or termination for customer convenience and as a
result of market fluctuations in the commercial aerospace
industry.  However, in certain cases the Company is entitled to
an adjustment in contract amounts.  Because of the cyclical
nature of order entry experienced by the Company and its
dependence on the aerospace industry, there can be no assurance
that order entry will continue at current levels or that current
firm purchase orders will not be canceled or delayed.


MANUFACTURING PROCESSES

    The Company employs three manufacturing processes: forging,
investment casting and composites production.

     FORGING

     Forging is the process by which desired shapes,
metallurgical characteristics, and mechanical properties are
imparted to metal by heating and shaping it through pressing or
extrusion.  The Company forges titanium and steel alloys, as well
as high temperature nickel alloys.  The Company believes that it
is the leading producer of rotating components for use in turbine
aircraft engines.  These parts are forged from purchased ingots
converted to billet in the Company's cogging presses and from
alloy metal powders which are produced, consolidated and extruded
into billet entirely at the Company's facilities.  Forging is
conducted in Massachusetts, Texas and Scotland on a number of
hydraulic presses with capacities ranging up to 55,000 tons.  The
Company forges these engine components primarily from alloys of
high-temperature nickel alloys.

     The Company manufactures most of its forgings at its
facilities in Grafton and Worcester, Massachusetts, Houston,
Texas and Livingston, Scotland.  The Company also operates an
alloy powder metal facility in Brighton, Michigan and vacuum
remelting facilities in Houston, Texas and Millbury,
Massachusetts which produce steel, nickel and titanium ingots,
and a plasma arc melting facility for the production of titanium
electrodes and ingots in Millbury, Massachusetts.  The Company

                                   -11-<PAGE>
<PAGE>  12

has seven large closed die hydraulic forging presses rated as
follows:  18,000 tons, 35,000 tons and 50,000 tons in Grafton
Massachusetts; 20,000 tons, 29,000 tons and 35,000 tons in
Houston, Texas and 30,000 tons in Livingston, Scotland.  The
Company reinstalled the 20,000 multi-ram ton press in Houston at
a cost of approximately $6 million and began operating it at the
end of fiscal year 1997.  The press will substantially increase
the Company's forging capacity.  The 35,000 ton vertical
extrusion press in Houston can also be operated as a 55,000 ton
hydraulic forging press.  The Company also operates an open die
cogging press used to convert ingot into billet rated at 2,000
tons at its Grafton, Massachusetts location and has recently
restarted production on a 1,375 ton cogging press in Grafton that
had been idled since 1992.  The Company produces isothermal
forgings on its forging press rated at 8,000 tons at its
Worcester, Massachusetts location.

     The Company employs the following forging processes:

     OPEN-DIE FORGING.  In this process, the metal is forged
between dies that never completely surround the metal, thus
allowing the metal to be observed during the process.  Typically,
open-die forging is used to create relatively simple, preliminary
shapes to be further processed by closed die forging. 

     CLOSED-DIE FORGING.  Closed-die forging involves pressing
heated metal into the required shapes and size determined by
machined impressions in specially prepared dies which exert three
dimensional control on the metal.  In hot-die forging, a type of
closed-die process, the dies are heated to a temperature
approaching the transformation temperature of the materials being
forged so as to allow the metal to flow more easily within the
die cavity which produces forgings with superior surface
conditions, metallurgical structures, tighter tolerances,
enhanced repeatability of the part shapes and greater
metallurgical control.  Both titanium and nickel alloys are
forged using this process, in which the dies are heated to a
temperature of approximately 1,300 degrees Fahrenheit.

     CONVENTIONAL/MULTI-RAM.  The closed-die, multi-ram process
featured on the Company's 30,000 and 20,000 ton presses enables
the Company to produce extremely complex forgings such as valve
bodies with multiple cavities in a single heating and pressing
cycle.  Dies may be split either on a vertical or a horizontal
plane and shaped punches may be operated by side rams, piercing
rams, or both.  Multi-ram forging enables the Company to produce
a wide variety of shapes, sizes, and configurations utilizing
less input weight.  The process also optimizes grain flow and
uniformity of deformation, reduces machining requirements, and
minimizes overall costs.

     ISOTHERMAL FORGING.  Isothermal forging is a closed-die
process in which the dies are heated to the same temperature as
the metal being forged, typically in excess of 1,900 degrees
Fahrenheit.  The forged material typically consists of nickel
alloy powders.  Because of the extreme temperatures necessary for
forming these alloys, the dies must be made of refractory metal

                                   -12-<PAGE>
<PAGE>  13

(such as molybdenum) so that the die retains its strength and
shape during the forging process.  Because the dies may oxidize
at these elevated temperatures, the forging process is carried on
in a vacuum or inert gas atmosphere.  The Company's isothermal
press also allows it to produce near-net shape components
(requiring less machining by the customer) made from titanium
alloys, which can be an important competitive advantage in times
of high titanium prices.  The Company carries on this process in
its 8,000-ton isothermal press.

     EXTRUSION.  The Company's 35,000 ton vertical extrusion
press is one of the largest and most advanced presses in the
world.  Extrusions are produced for applications in the oil and
gas industry, including tension leg platforms, riser systems and
production manifolds.  The extrusion process is facilitated by
manipulators capable of handling work pieces weighing up to 20
tons, rotary hearth furnaces and a 14,000 ton blocking press.  It
is capable of producing thick wall seamless pipe with outside
diameters up to 48 inches and wall thicknesses from 1/2 inch up
to seven inches.  Solid extrusions can be manufactured from six
to 32 inches in diameter.  Typical lengths vary from ten to 45
feet.  Powder materials can also be compacted and extruded into
forging billets utilizing this press.  The 30,000 ton press in
Scotland has similar extrusion capabilities in addition to its
multi-ram forging capabilities.

     TITANIUM AND ALLOY PRODUCTION.  The Company operates two
vacuum arc remelting ("VAR") furnaces to produce titanium alloy
suitable for structural aerospace applications at its Millbury,
Massachusetts facility.  Titanium produced in this manner is
utilized in both the Company's forging and castings operations. 
The Company's Plasma Arc Melting ("PAM") facility in Millbury is
capable of producing high quality titanium ingot and nickel alloy
powder.  The Company will utilize the PAM primarily to produce
titanium electrodes for further processing in its VAR furnaces. 
During the Company's last fiscal year, the Company increased its
rate of production of titanium ingots in Millbury from two to six
ingots per week.  These ingots are then converted into billets
and forged into aerospace structural products at the Company's
Grafton, Massachusetts facility.

     The Company's Brighton, Michigan powder metal facility has
the capability to atomize, process, and consolidate (by hot
isostatic pressing) alloy metal powders for use in aerospace,
medical implant, petrochemical, hostile environment oil and gas
drilling and production, and other high technology applications. 
This facility has an annual production capacity of up to 500,000
pounds of alloy powder.  After production of the powder, the
Company consolidates the metal by extrusion using its 35,000 ton
press in Houston, and the extruded billets are then forged into
critical jet engine components on the Company's 8,000 ton
isothermal press in Worcester, Massachusetts.

     The Company's VAR shop in Houston, Texas has five computer-
controlled VAR furnaces which process electrodes up to 42 inches
in diameter that weigh up to 40,000 pounds.  The Houston VAR
furnaces are used to remelt purchased electrodes into high purity

                                   -13-<PAGE>
<PAGE>  14

alloys for internal use in severe applications.  In addition, the
VAR furnaces are used for toll melting.  These vacuum metallurgy
techniques provide consistently high levels of purity, low gas
content, and precise control over the solidification process. 
This minimizes segregation in complex alloys and results in
improved mechanical properties, as well as hot and cold
workability.

     The Company has entered into a joint venture with Pratt &
Whitney and certain Australian investors to produce nickel-based
alloy ingots in Perth, Australia.  The Company utilizes these
ingots as raw materials for its forging and casting products.

     SUPPORT OPERATIONS.  The Company manufactures some of its
own forging dies out of high-strength steel and molybdenum. 
These dies can weigh in excess of 100 tons and can be up to 25
feet in length.  In manufacturing its dies, the Company utilizes
its customers' drawings and engineers the dies using CAD/CAM
equipment and sophisticated metal flow computer models that
simulate metal flow during the forging process.  This activity
improves die design and process control and permits the Company
to enhance the metallurgical characteristics of the forging.

     The Company also has at its three major forging locations
machine shops with computer aided profiling equipment, vertical
turret lathes and other equipment that it employs to rough
machine products to a shape allowing inspection of the products. 
The Company also operates rotary and car-bottom furnaces for heat
treatment to enhance the performance characteristics of the
forgings.  These furnaces have sufficient capacity to handle all
the Company's forged products.  The Company subjects its products
to extensive quality inspection and contract qualification
procedures involving zyglo, chemical etching, ultrasonic, red
dye, hardness, and electrical conductivity testing facilities.

     TESTING.  Because the Company's products are for high
performance end uses, rigorous testing is necessary and is
performed internally by Company engineers.  Throughout the
manufacturing process, numerous tests and inspections are
performed to insure the final quality of each product;
statistical process control techniques are also applied
throughout the entire manufacturing process.

     INVESTMENT CASTINGS

     The Company's investment castings operations use modern,
automated, high-volume production equipment and both air-melt and
vacuum-melt furnaces to produce a wide variety of complex
investment castings.  Castings are made of a range of metal
alloys including steel, aluminum, nickel, titanium and magnesium.

     The Company's castings operations are conducted in
facilities located in Connecticut, New Hampshire, Nevada and
California.  These plants house air and vacuum-melt furnaces, wax
injection machines and investment dipping tanks.  Because of the
growth in demand for the Company's high quality titanium
castings, the Company has restarted its Franklin, New Hampshire

                                   -14-<PAGE>
<PAGE>  15

facility.  The Company has installed a new state-of-the-art
titanium melting furnace in the Franklin plant where it intends
to consolidate its titanium castings operations.  Additionally,
the Company has expanded its facilities in San Leandro,
California and Carson City, Nevada for the production of
castings.

     The Company produces its investment castings by the "lost
wax" process, a method developed in China over 5,000 years ago.   
The initial step in producing investing castings is to create a
wax form of the ultimate metal part by injecting molten wax into
an aluminum mold, known as a "tool."  These tools are produced to
the specifications of the customer and are primarily purchased
from outside die makers, although the Company maintains internal
tool-making capabilities.  The wax patterns are then mechanically
coated with a ceramic slurry in a process known as investment. 
This forms a ceramic shell which is subsequently air-dried and
hardened under controlled environmental conditions.  Next, the
wax inside this shell is melted and removed in a high temperature
steam autoclave and the molten wax is recycled.  In the next, or
foundry, stage metal is melted in an electric furnace in either
an air or vacuum environment and poured into the ceramic shell. 
After cooling, the ceramic shells are removed by vibration,
chipping or various types of water or air blasting.  The metal
parts are then cleaned in a high temperature caustic bath,
followed by water rinsing.  In the finishing stage, the castings
are finished by grinding and polishing to remove excess metal. 
The final product then undergoes a lengthy series of testing
(radiography, fluorescent penetrant, magnetic particle and
dimensional) to ensure quality and consistency.

     COMPOSITES

     The Company's composites operation, Scaled Composites, Inc.,
plans, designs, fabricates and tests composite airframe
structures made by layering carbon graphite and other fibers with
epoxy resins for the aerospace market.  The Company is currently
constructing a 120,000 square foot facility in Montrose, Colorado
to manufacture airplane components designed by Scaled Composites,
Inc.  The Company expects to commence operations at this facility
in the fall of 1997.


OPERATING FACILITIES

     The following table sets forth certain information with
respect to the Company's operating facilities at May 31, 1997,
all of which are owned.  The Company believes that its operating
facilities are well-maintained, are suitable to support the
Company's business and are adequate for the Company's present and
anticipated needs.  On average during the Company's fiscal year
1997, the Company's forging, investment castings and composites
facilities were operating at approximately 80%, 75% and 100% of
their total productive capacity, respectively.




                                   -15-<PAGE>
<PAGE>  16
<TABLE>
<CAPTION>
                          APPROX.
                          SQUARE                                 
      LOCATION            FOOTAGE          PRIMARY FUNCTION
<S>                      <C>            <C>
Brighton, Michigan          34,500      Alloy Powder Production
Grafton, Massachusetts      85,420      Administrative Offices
Grafton, Massachusetts     843,200      Forging
Houston, Texas           1,283,800      Forging
Livingston, Scotland       405,200      Forging
Millbury, Massachusetts    104,125      Research and Development,
                                         Metals Production
Worcester, Massachusetts    22,300      Forging
Carson City, Nevada         55,000      Casting
Franklin, New Hampshire     43,200      Casting
Groton, Connecticut
  (2 plants)               162,550      Casting
San Leandro, California     60,000      Casting
Tilton, New Hampshire       94,000      Casting
Mojave, California          67,000      Composites
Montrose, Colorado         120,000      Composites
                                          (under construction)
</TABLE>

RAW MATERIALS

     Raw materials used by the Company in its forgings and
castings include titanium, nickel, steel, aluminum, magnesium and
other metallic alloys.  The composites operation uses high
strength fibers such as fiberglass or graphite, as well as
materials such as foam and epoxy, to fabricate composite
structures.  The major portion of metal requirements for forged
and cast products are purchased from major metal suppliers
producing forging and casting quality material as needed to fill
customer orders.  The Company has two or more sources of supply
for all significant raw materials.  The Company satisfies some of
its titanium requirements internally by producing titanium alloy
ingots from titanium scrap and "sponge".  The Company's powder
metal facility in Brighton, Michigan produces nickel alloy powder
and high quality titanium ingots. In addition the Company is a
participant a joint venture in Australia to produce nickel alloy
ingots, and the Company utilizes a portion of the output of the
joint venture for its own use.

     The titanium and nickel alloys utilized by the Company have
a relatively high dollar value.  Accordingly, the Company
attempts to recover and recycle scrap materials such as machine
turnings, forging flash, scrapped forgings, test pieces and
casting sprues, risers and gates.

     In the event of customer cancellation, the Company may,
under certain circumstances, obtain reimbursement from the
customer if the material cannot be diverted to other uses.  Costs
of material already on hand, along with any conversion costs
incurred, are generally billed to the customer unless
transferable to another order.  As demand for the Company's
products grew during recent fiscal years, and prices of raw

                                   -16-<PAGE>
<PAGE>  17

materials have risen, the Company has experienced raw material
shortages and production delays.  Material shortages have had a
negative impact on overall revenues.  The Company's most
significant raw materials consist of nickel and titanium alloys. 
Its principal suppliers of nickel alloys include Special Metals
Corporation, Teledyne Allvac Corporation, and Carpenter
Technologies Corporation.  Its principal suppliers of titanium
alloys are Titanium Metals Corporation, Oregon Metallurgical
Corp., and Reactive Metals, Inc.  Each of these suppliers has
experienced increases in the market prices of the elements (e.g.,
nickel, titanium, cobalt), that they use in fabricating their
products.  Because the Company's suppliers generally have
alternative markets for their products where they may have
greater ability to increase their prices, production has in some
cases been diverted to alternative markets.  As a result, the
Company's lead time for deliveries from its suppliers has
expanded from 20 weeks to 50 weeks or more in the case of both
titanium and nickel.  The Company has sought price increases and
other financial considerations from its customers which would
permit it to increase the price it pays to suppliers, is
producing a greater amount of its requirements in its own
facilities, particularly titanium ingots from its Millbury,
Massachusetts facility, and has developed alternative sources of
supply such as from the Republics formerly comprising the Soviet
Union.  In addition, the Company, its customers and suppliers
have undertaken active programs for supply chain management which
should reduce the overall lead times.

     The Company's results of operations are affected by
significant fluctuations in the prices of raw materials used by
the Company.  Many of the Company's customer contracts have fixed
prices for extended time periods and do not provide complete
price adjustments for changes in the prices of raw materials such
as metals.  The Company attempts to reduce its risk with respect
to its customer contracts by procuring long-term contracts with
suppliers of metal alloys, but the Company's supply contracts
typically do not completely insulate the Company from
fluctuations in the prices of raw materials.  During periods of
high demand, such as the current one, when both the Company and
its suppliers of metal alloys are operating at close to full
capacity, the Company is also exposed to shortages of and delays
in the delivery of raw materials.  When required raw materials
are not delivered at the anticipated time, the Company is
required to rearrange its production cycle, which causes loss of
efficiency.  During the current upturn in the aerospace cycle the
Company's ability to satisfy its customers' delivery requirements
has been adversely affected by a general lengthening of the
delivery times for its principal raw materials, nickel and
titanium alloys, and a decline in the reliability of suppliers'
delivery schedules.  Accordingly, the portion of the Company's
backlog consisting of products past their delivery due date has
been increasing.  Significant increases in the prices or scarcity
of supply of raw materials used by the Company may have an
adverse impact on the Company's results of operations.




                                   -17-<PAGE>
<PAGE>  18

ENERGY USAGE

     The Company is a large consumer of energy.  Energy is
required primarily for heating metals to be forged and melting
metals to be cast, melting of ingots, heat-treating products
after forging and casting, operating forging presses, melting
furnaces, die-sinking, mechanical manipulation and pollution
control equipment and space heating.  The Company uses natural
gas, oil and electricity in varying amounts at its manufacturing
facilities.  Supplies of natural gas, oil and electricity have
been sufficient and there is no anticipated shortage for the
future.

EMPLOYEES

     As of May 31, 1997, the Company had approximately 3,650
employees of whom 910 were executive, administrative,
engineering, research, sales and clerical and 2,740 were
production and craft.  Approximately 50% of the production and
craft employees, consisting of employees in the forging 
business, are represented by unions.   The Company has entered
into collective bargaining agreements with these union employees
as follows:
<TABLE>
<CAPTION>
                   NUMBER OF
                   EMPLOYEES
                   COVERED BY
                   BARGAINING   INITIATION      EXPIRATION
      LOCATION     AGREEMENTS      DATE            DATE   
<S>                  <C>      <C>              <C>
Grafton, Millbury 
  and Worcester, 
  Massachusetts        486    April 6, 1997    March 24, 2002
Houston, Texas         589    August 7, 1995   August 9, 1998
                        37    August 7, 1995   September 27, 1998
Livingston, Scotland   189    December 1, 1995 November 30, 1998
                        75    February 1, 1996 January 31, 1999
Total                1,376
</TABLE>

     The Company believes it has good relations with its
employees, but there can be no assurances that the Company will
not experience a strike or other work stoppage, or that
acceptable collective bargaining agreements can be negotiated
when the existing collective bargaining agreements expire.

RESEARCH AND PATENTS

     The Company maintains research and development departments
at both Millbury, Massachusetts and Houston, Texas which are
engaged in applied research and development work primarily
relating to the Company's forging operations.  The Company works
closely with customers, universities and government technical
agencies in developing advanced forging and casting materials and
processes.  The Company's composites operation conducts research
and development related to aerospace composite structures at the

                                   -18-<PAGE>
<PAGE>  19

Mojave, California facility.  The Company spent approximately
$2.9 million, $1.6 million, and $2.2 million on applied research
and development work during the years ended May 31, 1997, 1996
and 1995, respectively.  Although the Company owns patents
covering certain of its processes, the Company does not consider
that these patents are of material importance to the Company's
business as a whole.  Most of the Company's products are
manufactured to customer specifications and, consequently, the
Company has few proprietary products.

COMPETITION

     Most of the Company's production capabilities are possessed
in varying degrees by other companies in the industry, including
both domestic and foreign manufacturers.  Competition in each of
the Company's current product markets is cyclical, intensifying
during upturns and lessening during downturns, but such
cyclicality of competition is especially present in aerospace
structural products markets because of the cyclical nature of the
commercial and defense aerospace industries.  In the aerospace
turbine products market, the Company's largest competitors are
Ladish Co., Inc., Fortech and Thyssen.  In the aerospace
structural products market, Alcoa Corporation and Schultz are the
Company's largest competitors.  In the power generation and
energy products market, the Company faces mostly international
competition from Mannesmann and Sumitomo, among others.  In the
aerospace castings products market, Howmet and Precision
Castparts are the Company's largest competitors.  

     In the future, the Company may face increased competition
from international companies which currently have the required
manufacturing capabilities, but may lack sufficient technological
or financial resources, and may be hampered by lower
productivity.  International competition in the forging and
casting processes may also increase in the future as a result of
strategic alliances among aircraft prime contractors and foreign
companies, particularly where "offset" or "local content"
requirements create purchase obligations with respect to products
manufactured in or directed to a particular country.  Competition
is often intense among the companies currently involved in the
industry.  Competitive advantages are afforded to those with high
quality products, low cost manufacturing, excellent customer
service and delivery and engineering and production expertise. 
The Company believes that it has strength in these areas, but
there can be no assurance that the Company can maintain its share
of the market for any of its products.

ENVIRONMENTAL REGULATIONS

     The Company is subject to extensive, stringent and changing
federal, state and local environmental laws and regulations,
including those regulating the use, handling, storage, discharge
and disposal of hazardous substances and the remediation of
alleged environmental contamination.  Accordingly, the Company is
involved from time to time in administrative and judicial
inquiries and proceedings regarding environmental matters. 
Nevertheless, the Company believes that compliance with these

                                   -19-<PAGE>
<PAGE>  20

laws and regulations will not have a material adverse effect on
the Company's operations as a whole.  However, it is not possible
to predict accurately the amount or timing of costs of any future
environmental remediation requirements.  The Company continues to
design and implement a system of programs and facilities for the
management of its raw materials, production processes and
industrial waste to promote compliance with environmental
requirements.  As of May 31, 1997, aggregate environmental
reserves amounted to $16.2 million and have been provided for
expected cleanup expenses estimated between $6.0 million and $7.0
million upon the eventual sale of the Worcester facility, certain
environmental issues at Cameron amounting to approximately $3.5
million and the exposures noted in the following paragraphs,
which include certain capitalizable amounts for environmental
management and remediation projects.

     Pursuant to an agreement entered into with the U.S. Air
Force upon the acquisition of the Grafton facility from the
federal government in 1982, the Company agreed to make
expenditures totaling $20.8 million for environmental management
and remediation at that site during the period 1982 through 1999,
of which $5.5 million remained as of May 31, 1997.  These
expenditures will not resolve the Company's obligations to
federal and state regulatory authorities, who are not parties to
the agreement, however, and the Company expects to incur an
additional amount, currently estimated at $3.5 million, to comply
with current federal and state environmental requirements
governing the investigation and remediation of contamination at
the site.

     The Company's Grafton facility was formerly included in the
U.S. Nuclear Regulatory Commission's ("NRC") May 1992 Site
Decommissioning Management Plan ("SDMP") for low-level
radioactive waste as the result of the disposal of magnesium
thorium alloys at the facility in the 1960s and early 1970s under
license from the Atomic Energy Commission.  On March 31, 1997,
the NRC informed the Company that jurisdiction for the Grafton
site had been transferred to the Commonwealth of Massachusetts
Department of Public Health and that the Grafton facility had
been removed from the SDMP.  Although it is unknown what specific
disposal requirements may be placed on the Company by the
Massachusetts Department of Public Health, the Company believes
that a reserve of $1.5 million recorded on its books is
sufficient to cover all costs.

     The Company, together with numerous other parties, has been
named a potentially responsible party ("PRP") under the
Comprehensive Environmental Response, Compensation and Liability
Act ("CERCLA") for the cleanup of the following Superfund sites:
Operating Industries, Monterey Park, California; Cedartown
Municipal Landfill, Cedartown, Georgia; PSC Resources, Palmer,
Massachusetts; the Gemme/Fournier site, Leicester, Massachusetts;
and the Salco, Inc. site, Monroe, Michigan.  The Company believes
that any liability it may incur with respect to these sites will
not be material.



                                   -20-<PAGE>
<PAGE>  21

     At the Gemme/Fournier site, a proposed agreement would
allocate 33% of the cleanup costs to the Company.  In September
1995, a consulting firm retained by the PRP group made a
preliminary remediation cost estimate of $1.4 million to $2.8
million.  The Company's insurance company is defending the
Company's interests, and the Company believes that any recovery
against the Company would be offset by recovery of insurance
proceeds.

PRODUCT LIABILITY EXPOSURE

     The Company produces many critical engine and structural
parts for commercial and military aircraft.  As a result, the
Company faces an inherent business risk of exposure to product
liability claims.  The Company maintains insurance against
product liability claims, but there can be no assurance that such
coverage will continue to be available on terms acceptable to the
Company or that such coverage will be adequate for liabilities
actually incurred.  The Company has not experienced any material
loss from product liability claims and believes that its
insurance coverage is adequate to protect it against any claims
to which it may be subject.

LEGAL PROCEEDINGS

     In addition to the matters disclosed below, at May 31, 1997,
the Company was involved in certain legal proceedings arising in
the normal course of its business.  The Company believes the
outcome of these matters will not have a material adverse effect
on the Company.

     On December 22, 1996, a serious industrial accident occurred
at the Houston, Texas facility of Wyman-Gordon Forgings, Inc.
("WGFI"), a wholly-owned subsidiary of the Company.  The accident
occurred while a crew of ten men was performing maintenance on
the accumulator system that supplies hydraulic power for WGFI's
35,000 ton press.  The maintenance required that the system be
completely depressurized which the crew believed to be the case. 
However, subsequent examination has shown that a valve on one of
the pressure vessels was closed thereby containing pressure in
that vessel.   The crew was in the process of removing the bolts
on the vessel when the few remaining bolts could no longer hold
the pressure and the lid was blown off, killing eight crew
members and seriously injuring two others.

     Although no lawsuits have yet been filed, the injured
workers and the decedents' families have all retained attorneys
to represent them in the matter and who have notified the Company
that they intend to assert claims against the Company on behalf
of their clients.  The Company is cooperating with such attorneys
by providing them information and allowing them and their experts
access to Company facilities. In general under Texas statutory
law, an employee's exclusive remedy against an employer for an
on-the-job injury is the benefits of the Texas Workers
Compensation Act.  WGFI, the employer of the deceased employees,
has workers compensation insurance coverage and the injured
employees and beneficiaries of the deceased employees are

                                   -21-<PAGE>
<PAGE>  22

receiving workers compensation payments.  Under applicable law,
however, statutory beneficiaries of employees killed in the
course and scope of their employment may recover punitive (but
not compensatory) damages in excess of workers compensation
benefits.  However, to do so they must prove that the employer
was grossly negligent.  The protection of the workers
compensation exclusive remedy provision does not extend to WGFI's
parent corporation, Wyman-Gordon Company.  Therefore, if lawsuits
on behalf of the victims in the Houston accident are brought
against Wyman-Gordon Company and if the evidence supports a
finding that Wyman-Gordon Company acted negligently in its
supervision of WGFI and such negligence had a causal connection
with the accident, the plaintiffs would be able to recover
damages, both compensatory and punitive, if applicable, against
the parent company even in the absence of gross negligence.  WGFI
has also received claims from several employees of a
subcontractor claiming to have been injured at the time of the
accident. 

     It is not possible at this time to anticipate whether WGFI
or Wyman-Gordon Company could be held liable in connection with
the accident and, if so, to estimate the amount of damages that
could be awarded.  The Company maintains general liability and
employer's liability insurance for itself and its subsidiaries
under various policies with aggregate coverage limits of
approximately $29 million.  WGFI has tendered the defense of the
various claims to the Company's insurance carriers.  There can be
no assurance that the full insurance coverage will be available
or that the Company's ultimate liability resulting from the
accident will not exceed available insurance coverage by an
amount which could be material to the Company's financial
condition or results of operations.

     Following the accident, the Occupational Safety and Health
Administration ("OSHA") conducted an investigation of the
accident.  On June 18, 1997, OSHA issued a Citation and
Notification of Penalty describing violations of the Occupational
Safety and Health Act of 1970.  OSHA's principal allegations were
that (i) WGFI had not complied with the OSHA standard on specific
lockout/tagout procedures for the 35,000 ton press and
appurtenant equipment, (ii) WGFI failed to train each authorized
employee in lockout/tagout procedures, and (iii) there were
design flaws in the equipment.  Although the Company disagrees
with the OSHA findings, on June 18, 1997, WGFI entered into an
Informal Settlement with OSHA in order to avoid the cost and
burden of litigation and to resolve disputed claims arising from
OSHA's inspection.  Pursuant to the Informal Settlement, WGFI
paid $1.8 million in settlement of the OSHA Citation and agreed
not to contest the Citation.  Under the terms of the Informal
Settlement, WGFI agreed to (i) develop and implement a
comprehensive, ongoing energy control program in compliance with
the OSHA lockout/tagout standard, (ii) train its employees in
safety procedures, (iii) communicate to and involve its employees
in the implementation of the Informal Settlement, (iv) retain an
independent safety professional to perform a comprehensive safety
and health audit, and (v) adhere to the Secretary of Labor's
Voluntary Guidelines for Safety and Health Management Program at
its plants in Houston and Brighton, Michigan.  In addition, the
                                   -22-<PAGE>
<PAGE>  23

Company agreed to make certain terms of the Informal Settlement
applicable to its forging plants in Massachusetts.  WGFI also
agreed with the International Association of Machinists to
strengthen the Joint Management Labor Safety Committee in Houston
and to conduct joint employee safety training.

     The costs of the accident through May 31, 1997 were
approximately $11.9 million, including substantial property
damage at the Houston facility and costs of business interruption
as a result of the 35,000 ton press having been out of operation
until the first week of March 1997.  The Company has recovered
$6.9 million under property damage and business interruption
insurance policies it maintains leaving approximately $5.0
million of costs that were recorded in fiscal year 1997. 


MANAGEMENT

     The executive officers of the Company are as follows:
<TABLE>
<CAPTION>
     NAME                AGE                 POSITION
<S>                      <C>    <C>
John M. Nelson           65     Chairman of the Board
David P. Gruber          55     President, Chief Executive
                                  Officer and Director
Andrew C. Genor          54     Vice President, Chief Financial
                                  Officer and Treasurer
Sanjay N. Shah           46     Vice President, Corporate
                                  Strategy Planning and Business
                                  Development
J. Douglas Whelan        57     President, Forging Division
Wallace F. Whitney, Jr.  54     Vice President, General Counsel
                                  and Clerk
Frank J. Zugel           52     President, Investment Castings
                                  Division
</TABLE>

     John M. Nelson was elected Chairman of the Company in May
1994 having previously served as the Company's Chairman of the
Board and Chief Executive Officer since May 1991.  Prior to that
time, he served for many years in a series of executive positions
with Norton Company, a manufacturer of abrasives and ceramics
based in Worcester, Massachusetts, and was Norton's Chairman and
Chief Executive Officer from 1988 to 1990 and its President and
Chief Operating Officer from 1986 to 1988.  Mr. Nelson is also
Chairman of the Board of Directors of the TJX Companies, Inc., a
Director of Brown & Sharpe Manufacturing Company, Cambridge
Biotechnology, Inc., Commerce Holdings, Inc. and Stocker & Yale,
Inc.  He is also Chairman of the Board of Trustees of Worcester
Polytechnic Institute and Vice President of the Worcester Art
Museum.  Mr. Nelson will retire as Chairman at the 1997 Annual
Meeting of Stockholders.





                                   -23-<PAGE>
<PAGE>  24

     David P. Gruber was elected President and Chief Executive
Officer of the Company in May 1994 having previously served as
President and Chief Operating Officer since October 1991.  Prior
to joining the Company, Mr. Gruber served as Vice President,
Advanced Ceramics, of Compagnie de Saint Gobain (which acquired
Norton Company in 1990), a position he held with Norton Company
since 1987.  Mr. Gruber previously held various executive and
research positions with Norton Company since 1978.  He is a
Trustee of the Manufacturers' Alliance for Productivity and
Innovation, and is a member of the Mechanical Engineering
Advisory Committee of Worcester Polytechnic Institute.  Mr.
Gruber will become Chairman and Chief Executive Officer at the
1997 Annual Meeting of Stockholders.

     Andrew C. Genor joined the Company as Vice President, Chief
Financial Officer and Treasurer in January 1995.  Prior to
joining the Company, Mr. Genor was Chief Financial and Operating
Officer of HNSX Supercomputers, Inc., a Company he co-founded in
1987 to provide support to supercomputer users and vendors. 
Prior to that time, he spent 20 years at Honeywell, Inc.,
including service as Vice President and Corporate Treasurer and
Vice President, Finance, Administration and Business Development
for Honeywell Europe.

     Sanjay N. Shah was elected Vice President, Corporate
Strategy Planning and Business Development in May 1994 having
previously served as Vice President and Assistant General Manager
of the Company's Aerospace Forgings Division.  He has held a
number of executive, research, engineering and manufacturing
positions at the Company since joining the Company in 1975.

     J. Douglas Whelan joined the Company in March 1994 and was
elected President, Forgings in May 1994.  Prior to joining the
Company he had served for a short time as the President of Ladish
Co., Inc., a forging Company in Cudahy, Wisconsin, and prior
thereto had been Vice President, Operations of Cameron with which
company and its predecessors he had been employed since 1965 in
various executive capacities.  Mr. Whelan is Director of SIFCO
Industries, Inc.  Mr. Whelan will become President and Chief
Operating Officer at the 1997 Annual Meeting of Stockholders.

     Wallace F. Whitney, Jr. joined the Company in 1991.  Prior
to that time, he had been Vice President, General Counsel and
Secretary of Norton Company since 1988, where he had been
employed in various legal capacities since 1973.

     Frank J. Zugel joined the Company in June 1993 when he was
elected Vice President-General Manager Investment Castings. 
Prior to that time, he had served as President of Stainless Steel
Products, Inc., a metal fabricator for aerospace applications,
since 1992 and before then as Vice President of Pacific
Scientific Company, a supplier of components to the aerospace
industry, since 1988.





                                   -24-<PAGE>
<PAGE>  25

ITEM 2.  PROPERTIES

     The response to ITEM 2. PROPERTIES incorporates by reference
the paragraphs captioned "Facilities" included in ITEM 1.
BUSINESS.

ITEM 3.  LEGAL PROCEEDINGS

     The response to ITEM 3. LEGAL PROCEEDINGS incorporates by
reference the paragraphs captioned "Environmental Regulations"
and "Legal Proceedings" included in ITEM 1. BUSINESS.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     There were no matters submitted to a vote of security
holders during the fourth quarter of the year ended May 31, 1997.










































                                   -25-<PAGE>
<PAGE> 26
                                  PART II





ITEM 5.   MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS

     Wyman-Gordon Company's common stock, par value $1.00 per
share, is traded in the over-the-counter market and prices of its
common stock appear daily in the Nasdaq National Market Quotation
System.  The table below lists the quarterly price range per
share for the years ended May 31, 1997 and 1996.  The quarterly
price range per share is based on the high and low sales prices. 
The Company has not paid dividends since the fourth quarter of
1991.  At May 31, 1997 there were approximately 1,603 holders of
record of the Company's common stock.
<TABLE>
<CAPTION>
                      YEAR ENDED           YEAR ENDED
                     MAY 31, 1997         MAY 31, 1996  
                    HIGH      LOW       HIGH       LOW
<S>               <C>       <C>         <C>       <C>
First quarter     $21 1/4   $15 3/8     $13 3/8   $10 3/8
Second quarter     24 3/8    19 5/8      15 1/8    12 3/8
Third quarter      23 3/8    17 7/8      18 3/4    13
Fourth quarter     23 11/16  18 1/8      18 3/4    15 7/8
</TABLE>






























                                   -26-<PAGE>
<PAGE>  27

ITEM 6.   SELECTED FINANCIAL DATA

     The following table sets forth selected financial data and
other operating information of Wyman-Gordon Company.  The
selected financial data in the table are derived from the
consolidated financial statements of Wyman-Gordon Company.  The
data should be read in conjunction with the consolidated
financial statements, related notes, other financial information
and Management's Discussion and Analysis of Financial Condition
and Results of Operations included herein.
<TABLE>
<CAPTION>
                                       YEAR      YEAR      YEAR
                                      ENDED     ENDED     ENDED
                                    MAY 31,   MAY 31,   MAY 31,
                                       1997      1996      1995
(000's omitted, except per-share amounts)
<S>                                <C>       <C>       <C>
STATEMENT OF INCOME DATA(3):
Revenues                           $608,742  $499,624  $396,639
Gross profit                         97,634    78,132    49,388
Other charges (credits)(4)           23,083     2,717      (710)
Income (loss) from operations        30,322    37,699    13,718
Net income (loss)(5)                 50,023    25,234     1,039

PER SHARE DATA:
Income (loss) per share before 
  cumulative effect of changes
  in accounting principles         $   1.36  $   0.70  $   0.03
Net income (loss) per share(5)         1.36      0.70      0.03
Dividends paid per share                  -         -         -
Shares used to compute 
  income (loss) per share            36,879    36,128    35,148

BALANCE SHEET DATA 
  (at end of period)(3):
Working capital                    $166,205  $116,534  $ 93,062
Total assets                        454,371   375,890   369,064
Long-term debt                       96,154    90,231    90,308
Stockholders' equity                164,398   109,943    80,855

OTHER DATA:
Order backlog (at end of period)   $895,825  $598,438  $468,721
EBITDA(6)                            79,064    56,651    29,478
</TABLE>













                                   -27-<PAGE>
<PAGE>  28
<TABLE>
<CAPTION>
                                       YEAR      YEAR      YEAR
                                      ENDED     ENDED     ENDED
                                    MAY 31,  DEC. 31,  DEC. 31,
                                    1994(1)   1993(2)      1992
                                 (Unaudited)
(000's omitted, except per-share amounts)
<S>                                <C>       <C>       <C>
STATEMENT OF OPERATIONS DATA(3):
Revenues                           $224,694  $239,761  $298,881
Gross profit                          6,878    20,673    55,590
Other charges (credits)(4)           35,003     2,453         -
Income (loss) from operations       (63,657)   (8,428)   27,275
Net income (loss)(5)                (72,403)  (60,004)   21,795

PER SHARE DATA:
Income (loss) per share before 
  cumulative effect of changes
  in accounting principles         $  (4.02) $  (0.95) $   0.03
Net income (loss) per share(5)        (4.02)    (3.34)     0.03
Dividends paid per share                  -         -         -
Shares used to compute 
  income (loss) per share            17,992    17,965    18,078

BALANCE SHEET DATA 
  (at end of period)(3):
Working capital                    $ 91,688  $ 90,685  $ 96,057
Total assets                        394,747   286,634   295,156
Long-term debt                       90,385    90,461    70,538
Stockholders' equity                 72,483    88,349   149,516

OTHER DATA:
Order backlog (at end of period)   $389,407  $256,259  $309,679
EBITDA(6)                           (10,377)   11,841    45,191
</TABLE>























                                   -28-<PAGE>
<PAGE>  29

[FN]
(1)  On May 24,1994, the Company's Board of Directors voted to
     change the Company's fiscal year end from one which ended on
     December 31 to the Saturday nearest to May 31.  For
     financial reporting purposes, the year end is stated as May
     31.  The Statement of Operations Data for the year ended May
     31, 1994 is unaudited.

     The following table set forth Summary Consolidated Statement
     of Operations Data, which as been derived from the Company's
     audited financial statements, for the five months ended May
     31, 1994 (000's omitted, except per share amounts):

          Revenue                            $ 86,976
          Gross profit                         (4,931)
          Other charges (credits) and
            environmental charges              32,550
          Income (loss) from operations       (55,805)
          Net income (loss)                   (61,370)
          Per share data:
            Net income (loss) per share      $  (3.32)
            Dividends paid per share                -

(2)  Including Cameron's financial results for the year ended
     December 31, 1993, the Company's pro forma unaudited
     revenues, loss before the cumulative effect of changes in
     accounting principles and net loss would have been
     $389,300,000, $(39,300,000) and $(82,300,000), respectively.

(3)  On May 26, 1994, the Company acquired Cameron Forged
     Products Company ("Cameron") from Cooper Industries, Inc. 
     The Selected Consolidated Financial Data include the
     accounts of Cameron from the date of the acquisition. 
     Cameron's operating results from May 26, 1994 to May 31,
     1994 are not material to the consolidated statement of
     operations for the year and five month period ended May 31,
     1994.

(4)  In November 1993, the Company sold substantially all of the
     net assets and business operations of Wyman-Gordon
     Composites, Inc. and recorded a non-cash charge on the sale
     of $2,500,000.

     In May 1994, the Company recorded charges of $6,500,000
     related to the closing of a castings facility, $24,100,000
     related to restructuring and integration of Cameron and
     $2,000,000 for environmental investigation and remediation
     costs.

     During the year ended May 31, 1996, the Company provided
     $1,900,000 in order to recognize its 25.0% share of the net
     losses of its Australian joint venture and to reduce the
     carrying value of such joint venture.  Additionally, the
     Company provided $800,000 to reduce the carrying value of
     the cash surrender value of certain company-owned life
     insurance policies.


                                   -29-<PAGE>
<PAGE>  30

[FN]
     During the year ended May 31, 1997, the Company recorded
     other charges of $23,100,000 which included $4,600,000 to
     provide for the costs of workforce reductions at the
     Company's Grafton, Massachusetts Forging facility,
     $3,400,000 to the write-off and disposal of certain forging
     equipment, $2,300,000 to reduce the carrying value and
     dispose of certain assets of the Company's titanium castings
     operations, $1,200,000 to consolidate the titanium castings
     operations, $2,500,000 to reduce the carrying value of the
     Australian joint venture, $5,700,000 to reduce the carrying
     value of the cash surrender value of certain company-owned
     life insurance policies, $1,900,000 to reduce the carrying
     value of a building held for sale and $250,000 to reduce the
     carrying value of other assets.

     Other charges (credits) in the year ended May 31, 1997 also
     included a charge of $1,200,000, net of insurance recovery
     of $6,900,000, related to the accident at the Houston, Texas
     facility of Wyman-Gordon Forgings, Inc. in December 1996.

(5)  Includes a charge of $43,000,000 or $2.39 per share in
     fiscal year 1993 relating to the Company's adoption of SFAS
     106, "Employers' Accounting for Postretirement Benefits
     other than Pensions" ("SFAS 106") and SFAS 109, "Accounting
     for Income Taxes" ("SFAS 109").  SFAS 106 requires
     postretirement benefit obligations to be accounted for on an
     accrual basis rather than the "expense as incurred" basis
     formerly used.  The Company elected to recognize the
     cumulative effect of these accounting changes in the year
     ended December 31, 1993.

     In the year ended May 31, 1997, net tax benefits of
     $25,680,00 were recognized including a refund of prior
     years' income taxes amounting to $19,680,000, plus interest
     of $3,484,000, and $6,500,000 related to the expected
     realization of NOLs in future years and $10,250,000 related
     to current NOLs benefit offsetting $10,750,000 of current
     income tax expense.  The refund relates to the carryback of
     tax net operating losses to tax years 1981, 1984 and 1986
     under the applicable provisions of Internal Revenue Code
     Section 172(f).

(6)  EBITDA is defined as earnings before interest, taxes,
     depreciation, amortization, other charges (credits) and
     changes in accounting principles.  EBITDA is presented
     because it may be used as one indicator of a company's
     ability to service debt.  The Company believes that EBITDA,
     while providing useful information, should not be considered
     in isolation or as a substitute for net income as an
     indicator of operating performance or as an alternative to
     cash flow as a measure of liquidity, in each case determined
     in accordance with generally accepted accounting principles.





                                   -30-<PAGE>
<PAGE>  31
ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

YEAR ENDED MAY 31, 1997 ("FISCAL YEAR 1997") COMPARED TO YEAR
ENDED MAY 31, 1996 ("FISCAL YEAR 1996")

     The Company's revenue increased 21.8% to $608.7 million in
fiscal year 1997 from $499.6 million in fiscal year 1996 as a
result of higher sales volume at the Company's Forgings and
Castings Divisions.  These sales volume increases during fiscal
year 1997 as compared to fiscal year 1996 are reflected by market
as follows:  a $112.4 million (31.0%) increase in aerospace, a
$4.1 million (4.4%) increase in energy and a $7.4 million (16.9%)
decrease in other.  The reasons for the strength in the aerospace
market were higher airplane and engine build rates and higher
demands for spares by aerospace engine prime contractors.  
Although there were higher extruded pipe shipments to energy
customers for fiscal 1997, the shipments to energy customers were
impacted by the 10 week shutdown of the 35,000 ton vertical
extrusion press in Houston due to the industrial accident at the
Houston, Texas facility of Wyman-Gordon Forgings, Inc.  The cause
of the decrease in other  markets is primarily due to the decline
in the titanium head golf club business because of oversupply,
cost disadvantages and decreased demand.  Revenues in fiscal year
1996 and, to a lesser extent, in fiscal year 1997, were limited
by raw material shortages and production delays caused by
capacity constraints of the Company's suppliers.  The Company
believes that the increase in order activity reflects a continued
increase in spares demand and new business resulting from
increasing production rates on commercial aircraft by commercial
airframe primes.

     The Company's backlog increased to $895.8 million at May 31,
1997 from $598.4 million at May 31, 1996.  This increase resulted
from the following factors:

1.   Higher build rates of the Company's engine and airframe
     customers,

2.   Higher prices for the Company's aerospace products,
     particularly as reflected in the new long-term agreements
     ("LTAs") which went into effect on January 1, 1997, and

3.   An increase in overdue orders to customer delivery dates as
     a result of shipping delays at the Company due to capacity
     constraints and raw material unavailability.

The Company does not expect that this rate of increase in backlog
will continue since it expects that customer orders will not
increase at the same rates as in the recent past, that prices
will moderate and that capacity additions installed by the
Company and its suppliers will enable the Company to meet its
customer demands in a more timely fashion.  Of the Company's
total current backlog, $671.6 million is shippable in the next
twelve months.  Because of the additional production capacity
that the Company and its suppliers are installing, the Company
believes that it will be able to fulfill those twelve month
requirements.

                                   -31-<PAGE>
<PAGE>  32
     The Company's gross margins were 16.0% in fiscal year 1997
as compared to 15.6% in fiscal year 1996.  The improvement in
gross margins resulted from higher production volumes, continued
emphasis on cost reductions, productivity gains resulting from
the Company's continuing efforts toward focusing forging
production of rotating parts for jet engines in its Houston,
Texas facility and forging production of airframe structures and
large turbine parts in its Grafton, Massachusetts facility and
continuing realization of cost reductions from synergies
associated with the integration of Cameron in fiscal year 1996
and fiscal year 1997.  The Company believes that the improvements
in gross margin would have been greater except that the Company
incurred higher raw material costs which could not be passed on
to customers as a result of the then existing LTAs with its
customers.  Beginning in the second half of fiscal year 1996,
higher demand required the Company to purchase certain raw
materials under terms not covered by LTAs with its vendors.  The
current rebound in demand for many of these raw materials,
especially nickel and titanium, resulted in significant market
price increases which negatively affected the Company's gross
margins.  The Company began to see pricing relief for its
products in  early calendar 1997 when certain LTAs that the
Company negotiated with its customers went into effect allowing
the Company to pass some raw material price increases on to its
customers.

     Gross margins in fiscal year 1997 were also negatively
impacted by price and demand declines within the titanium golf
club head business because of oversupply, cost disadvantages and
decreased demand. 

     Gross margin was negatively impacted by a LIFO charge of
$1.6 million in fiscal year 1997 as compared to a favorable
impact by a LIFO credit of $4.9 million in fiscal year 1996.

     Selling, general and administrative expenses increased 17.3%
to $44.2 million during fiscal year 1997 from $37.7 million
during fiscal year 1996.  Selling, general and administrative
expenses as a percentage of revenues improved to 7.3% in fiscal
year 1997 from 7.6% in fiscal year 1996.  The improvement as a
percent of revenues is the result of higher revenues.

     During fiscal year 1997, the Company recorded other charges
of $23.1 million.  Such other charges include $4.6 million to
provide for the costs of workforce reductions at the Company's
Grafton, Massachusetts Forging facility, $3.4 million to write-
off and dispose of certain Forging equipment, $2.3 million to
reduce the carrying value and dispose of certain assets of the
Company's titanium castings operations, $1.2 million to
consolidate the titanium castings operations, $2.5 million to
recognize the Company's 25.0% share of the net losses of its
Australian joint venture and to reduce the carrying value of such
joint venture, $0.3 million relating to expenditures for an
investment in another joint venture, $5.7 million to reduce the
carrying value of the cash surrender value of certain company-
owned life insurance policies, $1.2 million of costs, net of
insurance recovery of $6.9 million, related to the Houston
accident and $1.9 million to reduce the carrying value of the
Jackson, Michigan facility being held for sale.
                                   -32-<PAGE>
<PAGE>  33
     As of May 31, 1997, the Company had fully written-off its
investment in the Australian joint venture.  However, in the
future, the Company may make additional capital contributions to
the Australian joint venture to satisfy its cash or other
requirements and may be required to recognize its share of any
additional losses or may write-off such additional capital
contributions.

     During fiscal year 1996, the Company provided $1.9 million
in order to recognize its 25.0% share of the net losses of its
Australian joint venture and to reserve for amounts loaned to the
Australian joint venture during fiscal year 1996 and to provide
for expenditures for an investment in an additional joint
venture.  Additionally, other charges (credits) includes a charge
of $0.8 million in fiscal year 1996 to reduce the carrying value
of the cash surrender value of certain company-owned life
insurance policies.

     Interest expense was $10.8 million in fiscal year 1997 and
$11.3 million in fiscal year 1996.  The decrease results from
lower borrowings outstanding under the Company's U.K. Credit
Agreement.

     Miscellaneous, net was income of $4.8 million in fiscal year
1997 as compared to an expense of $1.2 million in fiscal year
1996.  Miscellaneous, net in fiscal year 1997 includes interest
income on the refund of prior years' income taxes amounting to
$3.5 million and a $2.0 million gain on the sale of fixed assets. 
Miscellaneous, net in fiscal year 1996 includes a $0.3 million
gain on the sale of marketable securities.

     Net tax benefits of $25.7 million were recognized in fiscal
year 1997 including a refund of prior years' income taxes
amounting to $19.7 million and $6.5 million related to the
expected realization of NOLs in the future years and $10.3
million related to current NOLs benefit offsetting $10.8 million
of current income tax expense.  The refund relates to the
carryback of tax net operating losses to tax years 1981, 1984 and
1986 under applicable provisions of Internal Revenue Code Section
172(f).  There was no provision or benefit recorded for income
taxes in fiscal year 1996.

     The Company expects that in the year ended May 31, 1998,
income tax provisions will approximate statutory rates subject to
utilization of state NOLs.

     Net income was $50.0 million, or $1.36 per share, in fiscal
year 1997 and $25.2 million, or $.70 per share in fiscal year
1996.  The $24.8 million improvement results from the items
described above.

YEAR ENDED MAY 31, 1996 ("FISCAL YEAR 1996") COMPARED TO YEAR
ENDED MAY 31, 1995 ("FISCAL YEAR 1995")

     The Company's revenues increased 26.0% to $499.6 million in
fiscal year 1996 from $396.6 million in fiscal year 1995 due to
higher sales volume in the Company's aerospace, energy and other
markets.  These sales volume increases during fiscal year 1996 as
compared to fiscal year 1995 are reflected by market as follows: 
                                   -33-<PAGE>
<PAGE>  34
a $62.6 million (20.8%) increase in aerospace, a $26.1 million
(39.0%) increase in energy and a $14.3 million (48.4%) increase
in other.  The cause of the strength in these markets was higher
demands for spares from aerospace engine prime contractors and
higher extruded pipe shipments to energy customers. Revenues in
fiscal year 1995 and, to a lesser extent, in fiscal year 1996
were limited by raw material shortages and production delays
caused by capacity constraints of the Company's suppliers.  The
revenue increases mentioned above occurred while the Company's
backlog grew to $598.4 million at May 31, 1996 from $468.8
million at May 31, 1995.  The Company believes that the higher
order activity reflected continued higher spares demand and new
business resulting from increasing production rates on commercial
aircraft by commercial airframe primes.

     The Company's gross margins were 15.6% in fiscal year 1996,
as compared to 12.5% in fiscal year 1995.  The Company believes
that this improvement resulted from higher production volumes and
productivity gains resulting from the Company's efforts toward
focusing forging production of rotating parts for jet engines in
its Houston, Texas facility and forging production of airframe
structures and large turbine parts in its Grafton, Massachusetts
facility.  Additionally, the Company believes that continuing
realization of cost reductions from synergies associated with the
integration of Cameron also contributed to this higher ratio. 
These favorable trends were offset somewhat by production delays
resulting from the raw material shortages experienced during
fiscal years 1995 and 1996.  Additionally, in the second half of
fiscal year 1996, the higher spares demand referred to above
required the Company to purchase certain raw materials under
terms not covered by LTAs with its vendors.  The Company
simultaneously entered into supply (customer) and purchase
(vendor) LTAs in order to minimize its raw material price
exposure to an anticipated volume level.  To the extent that the
demand was greater than anticipated by the LTAs, the Company was
required to purchase raw materials at market prices.  The rebound
in demand for many of these raw materials, especially nickel and
titanium, resulted in significant price increases by the
Company's vendors which negatively affected the Company's gross
margins.

     Gross margins benefited from LIFO credits of $4.9 million in
fiscal year 1996 as compared to $6.2 million in fiscal year 1995.

     Selling, general and administrative expenses increased 3.7%
to $37.7 million in fiscal year 1996 from $36.4  million in
fiscal year 1995.  Selling, general and administrative expenses
improved as a percentage of revenues to 7.6% in fiscal year 1996
from 9.2% in fiscal year 1995.  The improvement as a percent of
revenues was the result of general company-wide cost containment
efforts, cost reductions associated with the integration of
Cameron with the Company's forgings operations, and higher
revenues.

     Other charges (credits) includes charges of $1.9 million and
$1.4 million in fiscal years 1996 and 1995, respectively, to
recognize the Company's 25.0% share of the net losses of its
Australian joint venture and to reduce the carrying value of such
joint venture.  Additionally, other charges (credits) includes a
                                   -34-<PAGE>
<PAGE>  35

charge of $0.8 million in fiscal year 1996 to reduce the carrying
value of the cash surrender value of certain company-owned life
insurance policies.

     The Company recognized a $2.1 million credit in fiscal year
1995 after determining that Cameron integration costs estimates,
including severance and other personnel costs, could be lowered.
The Company believes that most of the integration activities have
been completed or adequate reserves have been provided.

     Interest expense increased to $11.3 million in fiscal year
1996 from $11.0 million in fiscal year 1995 due to higher
interest on borrowings on the Company's U.K. Credit Agreement and
lower amounts of capitalizable interest.

     Miscellaneous, net expense was $1.2 million in fiscal year
1996 and $1.7 million in fiscal year 1995.  Miscellaneous, net in
fiscal year 1996 includes a $0.3 million gain on the sale of
marketable securities.

     The Company recorded no provision for income taxes in fiscal
years 1996 and 1995.  (See "Liquidity and Capital Resources").

     Net income was $25.2 million, or $.70 per share, in fiscal
year 1996 compared to a net income of $1.0 million, or $.03 per
share, in fiscal year 1995.  The $24.2 million improvement
results from the items described above.

LIQUIDITY AND CAPITAL RESOURCES

     The increase in the Company's cash of $21.8 million to $51.9
million at May 31, 1997 from $30.1 million at May 31, 1996
resulted primarily from cash provided by operating activities of
$48.0 million, issuance of common stock of $7.3 million, and
issuance of new debt of $6.0 million offset by capital
expenditures and other investing activities of $34.5 million and
the repurchase of common stock of $4.9 million.

     The increase in the Company's working capital of $49.7
million to $166.2 million as of May 31, 1997 from $116.5 million
as of May 31, 1996 resulted primarily from net income of $50.0
million, a decrease in other assets of $8.7 million, an increase
in deferred income tax benefit of $6.5 million, a decrease in
intangible assets of $0.6 million, net proceeds from the issuance
of Common Stock of $7.3 million, other changes in stockholders'
equity of $2.0 million, an increase in long-term debt of $6.0
million, and a decrease in long-term benefit liabilities of $2.0
million, offset by net increases in fixed assets of $15.4
million, a decrease in deferred taxes and other of $2.7 million,
a decrease in long-term restructuring, integration, disposal and
environmental of $0.1 million, and the repurchase of common stock
of $4.9 million.

     Earnings before interest, taxes, depreciation, amortization,
other charges (credits) and changes in accounting principles
("EBITDA") increased $22.4 million to $79.1 million in fiscal
year 1997 from $56.7 million in fiscal year 1996.  This increase
reflects higher profitability. 
                                   -35-<PAGE>
<PAGE>  36

     In fiscal year 1997, the Company recorded other charges of
$23.1 million, of which $15.5 million was non-cash and $7.6
million requires the use of cash.  Cash spent for these
activities through May 31, 1997 includes $1.2 million, net of
insurance recovery of $6.9 million, related to the Houston
accident, $0.2 million to pay severance, and $0.7 million to
dispose of certain assets of the Company's titanium casting
operations.  Cash requirements for fiscal year ending May 31,
1998 include $2.0 million to pay severance and other employee
costs, $1.2 million to consolidate the titanium casting
operations, and $2.0 million to dispose of certain equipment. 

     As of May 31, 1997, the Company estimated the remaining cash
requirements for the integration of Cameron and direct costs
associated with the acquisition of Cameron to be $2.1 million of
which the Company expects to spend $0.7 million in fiscal year
1998 and $1.4 million thereafter.

     The Company spent $0.5 million in fiscal year 1997 for non-
capitalizable environmental projects and has a reserve with
respect to environmental matters, the balance of which is $16.2
million, of which it expects to expend $0.9 million in fiscal
year 1998 and the remainder in future periods on non-
capitalizable environmental activities.

     The Company from time to time expends cash on capital
expenditures for more cost effective operations, environmental
projects and joint development programs with customers.  In
fiscal year 1997, capital expenditures amounted to $34.1 million
and are expected to be approximately $30.0 million in fiscal year
1998.

     The Company's revolving receivables-backed credit facility
(the "Receivables Financing Program") provides the Company with
an aggregate maximum borrowing capacity under the Receivables
Financing Program of $65.0 million (subject to a borrowing base),
with a letter of credit sub-limit of $35.0 million.  The term of
the Receivables Financing Program is five years with a renewal
option.  As of May 31, 1997, under the credit facility, the total
availability based on eligible receivables was $45.3 million,
there were no borrowings and letters of credit amounting to $7.0
million were outstanding.

     Wyman-Gordon Limited, the Company's subsidiary located in
Livingston, Scotland, entered into a credit agreement with a
Scottish bank ("the U.K. Credit Agreement").  The maximum
borrowing capacity under the U.K. Credit Agreement is 2.0 million
pounds sterling (approximately $3.2 million) with a separate
letter of credit or guarantee limit of 2.0 million pounds
sterling.  The term of the U.K. Credit Agreement is one year with
a renewal option.  There were no borrowings or letters of credit
outstanding at May 31, 1997 and the Company had issued 0.9
million pounds sterling (approximately $1.5 million) of
guarantees under the U.K. Credit Agreement.




                                   -36-<PAGE>
<PAGE>  37

     During fiscal year 1997, the Company recognized the net
benefit of a refund of prior years' income taxes amounting to
$19.7 million, plus interest of $3.5 million.  In September of
1996, the Company received $20.3 million relating to such refund. 
Previously, the Company had received $2.9 million related to
certain refund claims filed.  The refund relates to the carryback
of tax net operating losses to tax years 1981, 1984 and 1986
under applicable provisions of Internal Revenue Code Section
172(f).  The amount of net operating losses carried back to such
years was approximately $48.5 million.  At May 31, 1997, the
Company had for income tax reporting purposes, approximately
$18.0 million of net operating loss carryforwards available to
offset taxable income in fiscal year 1998 and subsequent fiscal
years, which begin expiring in the year 2006.

     In December 1996, the Company borrowed the proceeds of an
Industrial Revenue Bond (the "IRB") amounting to $6 million.  The
IRB bears an interest rate approximating 3.75% fluctuating
weekly.  Principal on the IRB is payable in annual installments
of $0.4 million in December 1998 and $0.8 million thereafter. 
The Company maintains a letter of credit to collateralize the
IRB.  The proceeds of the IRB are restricted for the construction
of the Scaled Composites, Inc. facility in Montrose, Colorado. 
As of May 31, 1997, cash and cash equivalents includes $5.2
million restricted for such use.

     The primary sources of liquidity available to the Company to
fund operations and other future expenditures include available
cash ($51.9 million at May 31, 1997), borrowing availability
under the Company's Receivables Financing Program, cash generated
by operations and reductions in working capital requirements
through planned inventory reductions and accounts receivable
management.  The Company believes that it has adequate resources
to provide for its operations and the funding of restructuring,
integration, capital and environmental expenditures.

IMPACT OF INFLATION

     The Company's earnings may be affected by changes in price
levels and in particular, changes in the price of basic metals. 
The Company's contracts generally provide for fixed prices for
finished products with limited protection against cost increases.
The Company would therefore be affected by changes in prices of
the raw materials during the term of any such contract.  The
Company attempts to minimize this risk by entering into fixed
price arrangements with raw material suppliers.

ACCOUNTING AND TAX MATTERS

     Effective June 1, 1996, the Company adopted Statement of
Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed of" ("SFAS 121").  SFAS 121 prescribes the accounting
for the impairment of long-lived assets that are to be held and
used in the business and similar assets to be disposed of.  The
adoption has not had a material impact on the earnings or the
financial position of the Company.

                                   -37-<PAGE>
<PAGE>  38

     Effective June 1, 1996, the Company adopted the Statement of
the Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" ("SFAS 123").  This standard prescribes
the accounting and disclosure of compensation related to all
stock-based awards to employees.  The Company accounts for its
stock compensation arrangements under the provisions of APB 25,
"Accounting for Stock Issued to Employees," and will continue to
do so.

OTHER MATTERS

     During fiscal 1997, the Company and Weber Metals, Inc.
entered into a strategic forging alliance which will serve the
Company's aluminum structural forgings customers.  Under the
arrangement, the Company will provide engineering, technical and
marketing support to Weber and Weber will manufacture aluminum
structural products previously manufactured in the Company's
Grafton, Massachusetts facility.

     On December 22, 1996, a serious industrial accident occurred
at the Houston, Texas facility of Wyman-Gordon Forgings, Inc.
("WGFI"), a wholly-owned subsidiary of the Company.  For details
of the accident, refer to Legal Proceedings on page 21 of this
Form 10-K.  


































                                   -38-<PAGE>
<PAGE>  39

"FORWARD-LOOKING INFORMATION IS SUBJECT TO RISK AND UNCERTAINTY"

     Certain statements in Management's Discussion and Analysis
of Financial Condition and Results of Operations contain
"forward-looking" information (as defined in the Private
Securities Litigation Reform Act of 1995) that involves risk and
uncertainty, including discussions of continuing raw material
prices and availability and their impact on gross margins and
business trends as well as liquidity and sales volume.  Actual
future results and trends may differ materially depending on a
variety of factors, including the Company's successful
negotiation of long-term customer pricing contracts and raw
material prices and availability.  See Part I, Item 1 - "Markets
and Products - Aerospace", "Customers", "Marketing and Sales",
"Raw Materials", "Employees", "Competition", "Environmental
Regulations" and "Product Liability Exposure."










































                                   -39-<PAGE>
<PAGE>  40
ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF MANAGEMENT

To the Stockholders of Wyman-Gordon Company:

     We have prepared the financial statements included herein
and are responsible for all information and representations
contained therein.  Such financial information was prepared in
accordance with generally accepted accounting principles
appropriate in the circumstances, based on our best estimates and
judgements.

     Wyman-Gordon maintains accounting and internal control
systems which are designed to provide reasonable assurance that
assets are safeguarded from loss or unauthorized use and to
produce records adequate for preparation of financial
information.  These systems are established and monitored in
accordance with written policies which set forth management's
responsibility for proper internal accounting controls and the
adequacy of these controls subject to continuing independent
review by our external auditors, Ernst & Young LLP.

     To assure the effective administration of internal control,
we carefully select and train our employees, develop and
disseminate written policies and procedures and provide
appropriate communication channels.  We believe that it is
essential for the Company to conduct its business affairs in
accordance with the highest ethical standards.

     The financial statements have been audited by Ernst & Young
LLP, Independent Auditors, in accordance with generally accepted
auditing standards.  In connection with their audit, Ernst &
Young LLP has developed an understanding of our accounting and
financial controls, and conducted such tests and related
procedures as it considers necessary to render their opinion on
the financial statements.

     The financial data contained in these financial statements
were subject to review by the Audit Committee of the Board of
Directors. The Audit Committee meets periodically during the year
with Ernst & Young LLP and with management to review accounting,
auditing, internal control and financial reporting matters.

     We believe that our policies and procedures provide
reasonable assurance that operations are conducted in conformity
with applicable laws and with our commitment to a high standard
of business conduct.

/S/ DAVID P. GRUBER
David P. Gruber
President and
Chief Executive Officer

/S/ ANDREW C. GENOR
Andrew C. Genor
Vice President, Chief Financial
Officer and Treasurer

                                   -40-<PAGE>
<PAGE>  41

WYMAN-GORDON COMPANY
REPORT OF INDEPENDENT AUDITORS

To the Stockholders of Wyman-Gordon Company:

     We have audited the accompanying consolidated balance sheets
of Wyman-Gordon Company and subsidiaries as of May 31, 1997 and
1996, and the related consolidated statements of income,
stockholders' equity and cash flows for each of the three years
in the period ended May 31, 1997.  Our audits also included the
financial statement schedule of Wyman-Gordon Company listed in
Item 14(a).  These consolidated 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 consolidated financial statements
referred to above present fairly, in all material respects, the
consolidated financial position of Wyman-Gordon Company and
subsidiaries at May 31, 1997 and 1996, and the consolidated
results of their operations and their cash flows for each of the
three years ended May 31, 1997 in conformity with generally
accepted accounting principles.  Also, in our opinion, the
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

Boston, Massachusetts
June 23, 1997











                                   -41-<PAGE>
<PAGE>  42
Wyman-Gordon Company and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                                       
                                    YEAR       YEAR       YEAR
                                   ENDED      ENDED      ENDED
                                 MAY 31,    MAY 31,    MAY 31,
                                    1997       1996       1995
(000's omitted, except per share data)
<S>                             <C>        <C>         <C>
Revenue                         $608,742   $499,624    $396,639
Cost of goods sold               511,108    421,492     347,251
Selling, general and
  administrative expenses         44,229     37,716      36,380
Other charges (credits)           23,083      2,717        (710)
                                 578,420    461,925     382,921
Income from operations            30,322     37,699      13,718

Other deductions (income):
 Interest expense                 10,822     11,272      11,027
 Miscellaneous, net               (4,843)     1,193       1,652
                                   5,979     12,465      12,679

Income before income taxes        24,343     25,234       1,039
Provision (benefit) for income
  taxes                          (25,680)         -           -
Net income                      $ 50,023   $ 25,234    $  1,039

Net income per share            $   1.36   $    .70    $    .03

Shares used to compute net 
  income per share                36,879     36,128      35,148

</TABLE>

















     The accompanying Notes to the Consolidated Financial
Statements are an integral part of these financial statements.





                                   -42-<PAGE>
<PAGE>  43
Wyman-Gordon Company and Subsidiaries
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                             MAY 31,    MAY 31,
                                                1997       1996             
                                                (000's omitted)
<S>                                        <C>         <C>
ASSETS
 Cash and cash equivalents                 $ 51,971    $ 30,134
 Accounts receivable                        119,159      94,928
 Inventories                                 92,332      65,873
 Prepaid expenses                             7,789      14,338
  Deferred income taxes                       6,500           -
      Total current assets                  277,751     205,273

 Property, plant and equipment, net         153,737     138,308
 Intangible assets                           19,255      19,899
 Other assets                                 3,628      12,410
    Total assets                           $454,371    $375,890

LIABILITIES
 Borrowings due within one year            $     77    $     77
 Accounts payable                            62,092      40,484
 Accrued liabilities and other               49,377      48,178

      Total current liabilities             111,546      88,739

 Restructuring, integration, disposal
   and environmental                         18,172      18,275
 Long-term debt                              96,154      90,231
 Pension liability                            1,102         871
 Deferred income taxes and other             15,861      18,544
 Postretirement benefits                     47,138      49,287

STOCKHOLDERS' EQUITY
 Preferred stock, no par value: Authorized
   5,000,000 shares; none issued                  -           -
 Common stock, par value $1.00 per share:
    Authorized 70,000,000 shares; issued
      37,052,720                             37,053      37,053
 Capital in excess of par value              27,608      33,291
 Retained earnings                          114,957      64,934
 Equity adjustments                           2,763         719
 Treasury stock, 1,001,199 and 1,480,448 
    shares at May 31, 1997 and 1996         (17,983)    (26,054)
     Total stockholders' equity             164,398     109,943
     Total liabilities and stockholders'
       equity                              $454,371    $375,890

</TABLE>




     The accompanying Notes to the Consolidated Financial
Statements are an integral part of these financial statements.


                                   -43-<PAGE>
<PAGE>  44
Wyman-Gordon Company and Subsidiaries
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                               YEAR     YEAR
                                              ENDED    ENDED
                                            MAY 31,  MAY 31,
                                               1997     1996
(000's omitted)                                      
<S>                                        <C>       <C>
OPERATING ACTIVITIES:
Net income                                 $ 50,023  $ 25,234
Adjustments to reconcile net               
 income to net cash provided
 by operating activities:
 Depreciation and amortization               20,872    17,428
 Deferred income taxes                       (6,500)        -
 Other charges (credits)                     19,145       846
 Losses of equity investment                  2,734     1,871
Changes in assets and liabilities:
 Accounts receivable                        (24,430)  (15,709)
 Inventories                                (27,235)   12,940
 Prepaid expenses and other assets            4,754     3,118
 Accrued restructuring, integration,
  disposal and environmental                 (3,950)   (6,837)
 Income and other taxes payable              (5,241)    3,631
 Accounts payable and accrued and
  other liabilities                          17,839    (7,250)
    Net cash provided by operating 
      activities                             48,011    35,272

INVESTING ACTIVITIES:
 Investment in acquired subsidiaries              -         -
 Capital expenditures                       (34,123)  (18,331)
 Proceeds from sale of fixed assets             559     1,718
 Other, net                                    (921)   (1,664)
    Net cash (used) by 
     investing activities                   (34,485)  (18,277)

FINANCING ACTIVITIES:
 Cash paid to Cooper Industries 
   for factored accounts receivable               -         -
 Borrowings (repayments) of debt              5,923    (3,915)
 Net proceeds from issuance of 
  common stock                                7,325     3,198
 Repurchased common stock                    (4,937)        -
    Net cash provided (used) by 
     financing activities                     8,311      (717)
Increase (decrease) in cash                  21,837    16,278
Cash, beginning of period                    30,134    13,856
Cash, end of period                        $ 51,971  $ 30,134
</TABLE>


     The accompanying Notes to the Consolidated Financial
Statements are an integral part of these financial statements.



                                   -44-<PAGE>
<PAGE>  45
Wyman-Gordon Company and Subsidiaries
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                      YEAR
                                                     ENDED
                                                   MAY 31,
                                                      1995
(000's omitted)                                   
<S>                                               <C>
OPERATING ACTIVITIES:
Net income                                        $  1,039
Adjustments to reconcile net 
 income to net cash provided
 by operating activities:
 Depreciation and amortization                      18,122
 Deferred income taxes                                   -
 Other charges (credits)                            (2,100)
 Losses of equity investment                         1,390
Changes in assets and liabilities:
 Accounts receivable                                (2,200)
 Inventories                                       (13,076)
 Prepaid expenses and other assets                  11,542
 Accrued restructuring, integration,
  disposal and environmental                       (14,646)
 Income and other taxes payable                        628
 Accounts payable and accrued and
  other liabilities                                  7,073
    Net cash provided by operating
      activities                                     7,772

INVESTING ACTIVITIES:
 Investment in acquired subsidiaries                (3,591)
 Capital expenditures                              (18,714)
 Proceeds from sale of fixed assets                  1,563
 Other, net                                           (415)
    Net cash (used) by 
     investing activities                          (21,157)

FINANCING ACTIVITIES:
 Cash paid to Cooper Industries 
   for factored accounts receivable                (20,561)
 Borrowings (repayments) of debt                     3,761
 Net proceeds from issuance of 
  common stock                                       1,862
 Repurchase common stock                                 -
    Net cash provided (used) by 
     financing activities                          (14,938)
Increase (decrease) in cash                        (28,323)
Cash, beginning of period                           42,179
Cash, end of period                               $ 13,856
</TABLE>


     The accompanying Notes to the Consolidated Financial
Statements are an integral part of these financial statements.



                                   -45-<PAGE>
<PAGE>  46
Wyman-Gordon Company and Subsidiaries
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
<TABLE>
<CAPTION>



                             COMMON STOCK      CAPITAL IN 
                            SHARES     PAR     EXCESS OF  RETAINED
                            ISSUED    VALUE    PAR VALUE  EARNINGS
                                                    (000's omitted)
<S>                         <C>      <C>       <C>       <C>
Balance, May 31, 1994        36,903  $36,903   $43,884   $ 38,661
  Net income                                                1,039
  Stock plans                   150      150    (2,354)
  Savings/Investment Plan
    match                                       (1,412)
  Pension equity adjustment
  Currency translation                                           
Balance, May 31, 1995        37,053   37,053    40,118     39,700
  Net income                                               25,234
  Stock plans                                   (6,486)
  Savings/Investment Plan
    match                                         (341)
  Pension equity adjustment
  Currency translation                                           
Balance, May 31, 1996        37,053   37,053    33,291    64,934 
  Net income                                              50,023
  Stock plans                                   (5,838)
  Stock repurchase
  Savings/Investment Plan
    match                                          155
  Pension equity adjustment
  Currency translation                                           
Balance, May 31, 1997        37,053  $37,053   $27,608   $114,957

</TABLE>

















     The accompanying Notes to the Consolidated Financial
Statements are an integral part of these financial statements.



                                   -46-<PAGE>
<PAGE>  47
Wyman-Gordon Company and Subsidiaries
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (Continued)
<TABLE>
<CAPTION>

                                                              
                                  EQUITY     TREASURY
                                ADJUSTMENTS    STOCK   TOTALS
                                                (000's omitted)
<S>                             <C>        <C>        <C>
Balance, May 31, 1994           $ (5,408)  $(41,557)  $ 72,483
  Net income                                             1,039
  Stock plans                                 3,355      1,151
  Savings/Investment Plan
    match                                     2,123        711
  Pension equity adjustment        3,952                 3,952
  Currency translation             1,519                 1,519
Balance, May 31, 1995                 63    (36,079)    80,855
  Net income                                            25,234
  Stock plans                                 8,626      2,140
  Savings/Investment Plan
    match                                     1,399      1,058
  Pension equity adjustment        1,403                 1,403
  Currency translation              (747)                 (747)
Balance, May 31, 1996                719    (26,054)   109,943
  Net income                                            50,023
  Stock plans                                11,106      5,268
  Stock repurchase                           (4,937)    (4,937)
  Savings/Investment Plan
    match                                     1,902      2,057
  Pension equity adjustment          (23)                  (23)
  Currency translation             2,067                 2,067
Balance, May 31, 1997           $  2,763   $(17,983)  $164,398

</TABLE>

















     The accompanying Notes to the Consolidated Financial
Statements are an integral part of these financial statements.




                                   -47-<PAGE>
<PAGE>  48

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


A.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The Company is engaged principally in the design,
engineering, production and marketing of high-technology forged
and investment cast metal and composite components used for a
wide variety of aerospace and power generation applications.

     The Company maintains its books using a 52/53 week year
ending on the Saturday nearest to May 31.  For purposes of the
consolidated financial statements, the year-end is stated at May
31.  The years ended May 31, 1997 and 1996 consisted of 52 weeks. 
The year ended May 31, 1995 consisted of 53 weeks with the
additional week included in the first quarter.

PRINCIPLES OF CONSOLIDATION:  The consolidated financial
statements include the accounts of the Company and all majority-
owned subsidiaries.  All significant intercompany accounts and
transactions have been eliminated.

REVENUE RECOGNITION:  Sales and income are recognized at the time
products are shipped.

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.

RECLASSIFICATIONS:  Where appropriate, prior year amounts have
been reclassified to permit comparison.

CASH AND CASH EQUIVALENTS:  Cash equivalents include short-term
investments with maturities of less than three months at the time
of investment.

INVENTORIES:  Inventories are valued at both the lower of first-
in, first-out (FIFO) cost or market, or for certain forgings raw
material and work-in-process inventories, the last-in, first-out
(LIFO) method.  On certain orders, usually involving lengthy raw
material procurement and production cycles, progress payments
received from customers are reflected as a reduction of
inventories.  Product repair costs are expensed as incurred.

LONG-TERM, FIXED PRICE CONTRACTS:  A substantial portion of the
Company's revenues is derived from long-term, fixed price
contracts with major engine and aircraft manufacturers.  These
contracts are typically "requirements" contracts under which the
purchaser commits to purchase a given portion of its requirements
of a particular component from the Company.  Actual purchase
quantities are typically not determined until shortly before the
year in which products are to be delivered.  Losses on such
contracts are provided when available information indicates that
the sales price is less than a fully allocated cost projection.  


                                   -48-<PAGE>
<PAGE>  49

DEPRECIABLE ASSETS:  Property, plant and equipment, including
significant renewals and betterments, are capitalized at cost and
are depreciated on the straight-line method.  Generally,
depreciable lives range from 10 to 20 years for land
improvements, 10 to 40 years for buildings and 5 to 15 years for
machinery and equipment.  Tooling production costs are primarily
classified as machinery and equipment and are capitalized at cost
less associated reimbursement from customers and depreciated over
5 years.  Depreciation expense amounted to $20,168,000,
$16,723,000 and $17,417,000 in the years ended May 31, 1997, 1996
and 1995, respectively.

BANK FEES:  Bank fees and related costs of obtaining credit
facilities are recorded as other assets and amortized over the
term of the facilities.

NET INCOME PER SHARE:  Per-share data are computed based on the
weighted average number of common shares outstanding during each
year.  Common stock equivalents related to outstanding stock
options are included in per-share computations unless their
inclusion would be antidilutive.

CONCENTRATION OF CREDIT RISK:  Financial instruments that
potentially subject the Company to concentration of credit risk
consist primarily of temporary cash investments and trade
receivables.  The Company restricts investment of temporary cash
investments to financial institutions with high credit standing. 

The Company has approximately 1,100 active customers.  However,
the Company's accounts receivable are concentrated with a small
number of Fortune 500 companies with whom the Company has long-
standing relationships.  Accordingly, management considers credit
risk to be low.  Five customers accounted for 47.7%, 47.3% and
50.0% of the Company's revenues during the years ended May 31,
1997, 1996 and 1995, respectively.  General Electric Company
("GE")and United Technologies Corporation ("UT") each accounted
for 10%, or more, of the Company's revenues as follows:
<TABLE>
<CAPTION>
             YEAR         YEAR          YEAR
            ENDED        ENDED         ENDED
          MAY 31,       MAY 31,      MAY 31,
             1997 %        1996  %      1995  % 
($000's omitted, except percentages)
<S>      <C>      <C>  <C>       <C> <C>      <C>
GE       $156,764 26   $134,830  27  $101,261 26
UT         60,921 10     53,116  11    58,873 15
</TABLE>

CURRENCY TRANSLATION:  For foreign operations, the local currency
is the functional currency.  Assets and liabilities are
translated at year-end exchange rates, and statement of net
income items are translated at the average exchange rates for the
year. Translation adjustments are reported in equity adjustments
as a separate component of stockholders' equity which also
includes exchange gains and losses on certain intercompany
balances of a long-term investment nature.

                                   -49-<PAGE>
<PAGE>  50

RESEARCH AND DEVELOPMENT:  Research and development expenses,
including related depreciation, amounted to $2,895,000,
$1,630,000 and $2,213,000 for the years ended May 31, 1997, 1996
and 1995, respectively.

INTANGIBLE ASSETS:  Intangible assets consist primarily of costs
of acquired businesses in excess of net assets acquired and are
amortized on a straight line basis over periods up to 35 years. 
On a periodic basis, the Company estimates the future
undiscounted cash flows of the businesses to which the costs of
acquired businesses in excess of net assets acquired relate in
order to ensure that the carrying value of such intangible asset
has not been impaired.

ACCOUNTING FOR STOCK-BASED COMPENSATION:  The Company has elected
to follow Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees" ("APB 25") in accounting for its
employee stock options plans because the alternative fair value
accounting provided for under FASB Statement No. 123, "Accounting
for Stock-Based Compensation" ("FAS 123"), requires use of option
valuation models that were not developed for use in valuing
employee stock options.  Under APB 25, when the exercise price of
the Company's employee stock options equals the market price of
the underlying stock on the date of grant, no compensation
expense is recognized.

IMPAIRMENT OF LONG-LIVED ASSETS:   Effective June 1, 1996, the
Company adopted Statement of Financial Accounting Standard No.
121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of" ("SFAS 121").  SFAS 121
prescribes the accounting for the impairment of long-lived assets
that are to be held and used in the business and similar assets
to be disposed of.  The adoption has not had a material effect on
earnings or the financial position of the Company.
























                                   -50-<PAGE>
<PAGE>  51

B.   BALANCE SHEET INFORMATION

     Components of selected captions in the consolidated balance
sheets follow:
<TABLE>
<CAPTION>
                                   MAY 31,        MAY 31,
                                      1997           1996
(000's omitted)
<S>                                <C>            <C>
PROPERTY, PLANT AND EQUIPMENT:

Land, buildings and improvements   $108,496       $101,356
Machinery and equipment             292,103        282,092
Under construction                   21,789         15,160
                                    422,388        398,608
Less accumulated depreciation       268,651        260,300
                                   $153,737       $138,308

INTANGIBLE ASSETS:

Pension intangible                 $    937       $    876
Costs in excess of net assets
  acquired                           28,786         28,786
Less:  Accumulated amortization     (10,468)        (9,763)
                                   $ 19,255       $ 19,899

OTHER ASSETS:

Cash surrender value of company-
  owned life insurance policies    $  1,041       $  5,445
Other                                 2,587          6,965
                                   $  3,628       $ 12,410

ACCRUED LIABILITIES AND OTHER:

Accrued payroll and benefits       $ 12,602       $ 10,880
Restructuring, integration, 
  disposal and environmental
  reserves                            7,108          4,755
Payroll and other taxes               1,068          2,258
Loss on long-term contracts               -          3,387
Other                                28,599         26,898
                                   $ 49,377       $ 48,178
</TABLE>













                                   -51-<PAGE>
<PAGE>  52

C.   INVENTORIES

Inventories consisted of the following:
<TABLE>
<CAPTION>
                                   MAY 31,        MAY 31,
                                      1997           1996
(000's omitted)
<S>                                <C>            <C>
Raw material                       $ 36,990       $21,608
Work-in-process                      61,741        51,125
Other                                 6,906         3,168
                                    105,637        75,901
Less progress payments               13,305        10,028
                                   $ 92,332       $65,873
</TABLE>

     At May 31, 1997 and 1996 approximately 37.0% and 36.0%,
respectively, of inventories are valued at LIFO cost. If all
inventories valued at LIFO cost had been valued at FIFO cost or
market which approximates current replacement cost, inventories
would have been $18,262,000 and $16,662,000 higher than reported
at May 31, 1997 and 1996, respectively.

     LIFO inventory quantities increased in the year ended May
31, 1997.  LIFO inventory quantities were reduced in each of the
years ended May 31, 1996 and 1995, resulting in the liquidation
of LIFO inventories carried at the lower costs prevailing in
prior years compared with the cost of current purchases which has
a favorable effect on income from operations.  Inflation and
deflation have negative and positive effects on income from
operations, respectively.  The effects of lower quantities,
inflation or deflation were as follows:
<TABLE>
<CAPTION>
                          YEAR       YEAR      YEAR
                         ENDED      ENDED      ENDED
                       MAY 31,    MAY 31,    MAY 31,
                          1997       1996       1995
(000's omitted)
<S>                    <C>        <C>        <C>
Lower quantities       $     -    $5,448     $ 7,567
(Inflation) deflation   (1,600)     (526)     (1,393)
Net increase (decrease)
  to income from 
  operations           $(1,600)   $4,922     $ 6,174
</TABLE>











                                   -52-<PAGE>
<PAGE>  53
D.   SHORT-TERM AND LONG-TERM DEBT

     Short-term and long-term debt consisted of the following:
<TABLE>
<CAPTION>
                                     MAY 31,      MAY 31,
                                        1997         1996
(000's omitted)
<S>                                  <C>          <C>
Borrowings due within one year:
  Current portion of long-term debt  $    77      $    77
     Total borrowings due within
       one year                      $    77      $    77
Long-term debt:
  Senior notes                       $90,000      $90,000
  Industrial revenue bond              6,000            -
  Other                                  154          231
     Total long-term debt            $96,154      $90,231
</TABLE>                             
     During 1993, the Company issued $90,000,000 of 10 3/4%
Senior Notes due March 2003 (the "Senior Notes") under an
indenture between the Company and a bank as trustee.  The Senior
Notes pay interest semi-annually.  The Senior Notes are general
unsecured obligations of the Company and are senior to any future
subordinated indebtedness of the Company.  The Senior Notes are
callable beginning March 1998 at a price of $104.78.  The call
price reduces each year thereafter.  The indenture contains
certain covenants including limitations on indebtedness,
restrictive payments including dividends, liens, and disposition
of assets. 

     The estimated fair value of the Senior Notes was $96,300,000
and $94,950,000 at May 31, 1997 and 1996, respectively, based on
third party valuations.

     In December 1996, the Company issued an Industrial Revenue
Bond (the "IRB") amounting to $6,000,000.  The IRB bears an
interest rate approximating 3.90% fluctuating weekly.  The
Company maintains a letter of credit to collateralize the IRB. 
The proceeds of the IRB are restricted for the construction of
the Scaled Manufacturing, Inc. facility in Montrose, Colorado. 
As of May 31, 1997, cash and cash equivalents includes $5,279,000
restricted for such use.  At May 31, 1997, the carrying value
approximates the fair value of the IRB.

     On May 20, 1994, the Company initiated, through a new
subsidiary, Wyman-Gordon Receivables Corporation ("WGRC"), a 
revolving credit agreement with a group of five banks
("Receivables Financing Program").  WGRC is a separate corporate
entity from Wyman-Gordon Company and its other subsidiaries, with
its own separate creditors.  WGRC's business is the purchase of
accounts receivable from Wyman-Gordon Company and certain of its
subsidiaries ("Sellers"), and neither WGRC on the one hand nor
the Sellers (or subsidiaries or affiliates of the Sellers) on the
other have agreed to pay or make their assets available to pay
creditors of others.  WGRC's creditors have a claim on its assets
prior to those assets becoming available to any creditors of any
of the Sellers.  The facility provides for a total commitment by
the banks of up to $65,000,000, including a letter of credit
                                   -53-<PAGE>
<PAGE>  54
subfacility of up to $35,000,000.  Interest on borrowings is
charged at LIBOR plus 0.625% or based on the bank's base rate.

     There were no borrowings outstanding under the Receivables
Financing Program at May 31, 1997 and 1996.  At May 31, 1997 and
1996, the Company had issued $7,007,000 and $9,395,000 of letters
of credit under the Receivables Financing Program, respectively. 
As of May 31, 1997 and 1996, total availability based on eligible
receivables was $38,303,000 and $38,521,000, respectively.  

     Wyman-Gordon Limited, the Company's subsidiary located in
Livingston, Scotland, entered into a credit agreement ("U.K.
Credit Agreement") with a bank ("the Bank") effective February
20, 1996.  The maximum borrowing capacity under the U.K. Credit
Agreement is 2,000,000 pounds sterling with a separate letter of
credit or guarantee limit of 2,000,000 pounds sterling. 
Borrowings bear interest at 1% over the Bank's base rate.  In the
event that borrowings by way of overdraft are allowed to exceed
the agreed limit, interest on the excess borrowings will be
charged at the rate of 1.5% over the Bank's base rate.  The U.K.
Credit Agreement is secured by a debenture and standard security
from Wyman-Gordon Limited and is senior to any intercompany
loans.  There were no borrowings outstanding at May 31, 1997 or
May 31, 1996. At May 31, 1997 and 1996, the subsidiary had issued
935,000 pounds sterling ($1,534,000) and 669,000 pounds sterling
($1,037,000) of letters of credit or guarantees under the U.K.
Credit Agreement.

     For the years ended May 31, 1997 and 1996, the weighted
average interest rate on short-term borrowings was 6.8% and 7.6%,
respectively.

     Annual maturities of long-term debt in the next four years
amount to $77,000 for 1998, $477,000 for 1999, $877,000 for 2000,
$800,000 for 2001 and 2002, and $93,200,000 thereafter.  The
Company's promissory note to Cooper Industries, Inc. in the
principal amount of $4,600,000, is payable in annual installments
beginning on June 30, 1997 and each June 30 thereafter until paid
in full in amounts provided under the terms of the "Stock
Purchase Agreement" with Cooper Industries, Inc.  The Company
made a principal payment of $2,300,000 under this note on June
30, 1997.
<TABLE>
<CAPTION>
                             YEAR        YEAR        YEAR
                            ENDED       ENDED       ENDED
                          MAY 31,     MAY 31,     MAY 31,
                             1997        1996        1995
(000's omitted)
<S>                       <C>         <C>         <C>
Interest on debt          $ 9,795     $10,003     $ 9,929
Capitalized interest         (528)       (262)       (397)
Amortization of
  financing fees and
  other                     1,555       1,531       1,495
Interest expense          $10,822     $11,272     $11,027
</TABLE>
     Total interest paid approximates "Interest on debt" stated
in the table above.
                                   -54-<PAGE>
<PAGE>  55

E.   RESTRUCTURING OF OPERATIONS AND OTHER CHARGES (CREDITS) 

CAMERON PURCHASE CASH COSTS:

     On May 26, 1994, the Company acquired Cameron Forged
Products Company ("Cameron") from Cooper Industries, Inc. 
Included as part of the Cameron purchase price allocation, the
Company recorded $12,200,000 for direct cash costs related to the
acquisition and integration of Cameron, for relocation of Cameron
machinery and dies, severance of Cameron personnel and other
costs.  During the year ended May 31, 1995, the Company made
$4,100,000 of cash charges against the reserves and it was
determined that the cash costs of the acquisition were $5,200,000
lower than originally estimated.  There have been no significant
changes to the Company's May 31, 1995 estimates of the remaining
integration activities.  The Company made $2,300,000 of cash
charges against these reserves in the years ended May 31, 1997
and 1996.  The remaining activities will require estimated cash
outlays of $100,000 in the year ended May 31, 1998 and $500,000
thereafter.

1994 CAMERON INTEGRATION COSTS: 

     Based on the Company's plans for the integration of Cameron,
in May 1994, the Company recorded an integration restructuring
charge totalling $24,100,000 to provide for relocating machinery,
equipment, tooling and dies of the Company as well as relocation
and severance costs related to personnel of the Company and the
write-down of certain assets of the Company, including portions
of metal production facilities and certain forging, machining and
testing equipment to net realizable value as a result of
consolidating certain systems and facilities, idling certain
machinery and equipment, and eliminating certain processes,
departments and operations as a result of the acquisition.

     During the year ended May 31, 1995, after a year of
evaluating the combined forgings operations and concluding that
most of its integration activities had been completed or were
adequately provided for within the remaining integration
restructuring reserves, the Company determined that severance and
other personnel costs were $1,900,000 lower and movement of
machinery, equipment and tooling and dies costs were $2,500,000
lower than originally estimated.  Additionally, certain machinery
and equipment redundancies as a result of the integration of
Cameron's operations with those of the Company's were $2,300,000
higher than original estimates.  As a result, the Company took
into income from operations in 1995, an integration restructuring
credit in the amount of $2,100,000.  There have been no
significant changes to the Company's May 31, 1995 estimates of
the remaining integration activities.  The Company made
$4,200,000 of cash charges against these reserves in the years
ended May 31, 1997 and 1996.  At May 31, 1997, the Company
estimates these remaining integration activities will require
cash outlays of approximately $600,000 in the year ended May 31,
1998 and $900,000 thereafter.  Most of these future expenditures
represent costs associated with consolidation and reconfiguration
of production facilities and relocation or severance costs.

                                   -55-<PAGE>
<PAGE>  56

1997 RESTRUCTURING:

     The Company recorded a charge totalling $11,500,000 which
included $4,600,000 to provide for the costs of workforce
reductions at the Company's Grafton, Massachusetts Forging
facility, $3,400,000 to write-off and dispose of certain Forging
equipment, $2,300,000 to reduce the carrying value and dispose of
certain assets of the Company's titanium castings operations and
$1,200,000 to consolidate the titanium castings operations.  The
Company made $900,000 of cash charges against these reserves in
the year ended May 31, 1997 and estimates that the remaining
severance and other personnel costs, disposal of Forging
equipment and consolidation of the titanium castings operations
will require cash outlays of $5,200,000 in the year ended May 31,
1998 and $300,000 thereafter.

     A summary of charges made or estimated to be made against
restructuring, integration and disposal reserves is as follows:








































                                   -56-<PAGE>
<PAGE>  57
<TABLE>
<CAPTION>
                                                           FIVE
                                                         MONTHS   
                                                          ENDED
                                                         MAY 31,
                                               TOTAL       1994
(000's omitted)
<S>                                           <C>       <C>
CAMERON PURCHASE CASH COSTS:
  Cost of relocating Cameron's machinery and
    equipment and tooling and dies            $ 3,200   $     -
  Severance of Cameron personnel                3,800         -
     Total Cameron Purchase Cash Costs        $ 7,000   $     -

1994 CAMERON INTEGRATION COSTS:
  CASH:
  Movement of machinery, equipment and
    tooling and dies                          $ 4,300   $     -
  Severance and other personnel costs           4,000         -
     Total cash charges                         8,300         -
  NON-CASH:
  Asset revaluation                            13,700    11,400
  Credits to reserves                           2,100         -
     Total non-cash charges                    15,800    11,400
     Total 1994 Cameron integration costs     $24,100   $11,400

1995 OTHER CHARGES:
  NON-CASH:
  Credits to 1994 Cameron integration costs   $(2,100)  $     -
     Total 1995 Other Charges                 $(2,100)  $     -

1997 RESTRUCTURING:
  CASH:
  Severance and other personnel costs         $ 2,200   $     -
  Disposal of Forging equipment                 2,300         -
  Castings titanium operations                  1,900         -
     Total cash charges                         6,400         -
  NON-CASH:
  Severance and other personnel costs           2,400         -
  Asset write-off and revaluation               2,700         -
     Total non-cash charges                     5,100         -
     Total 1997 Restructuring                 $11,500   $     -
</TABLE>















                                   -57-<PAGE>
<PAGE>  58
<TABLE>
<CAPTION>
                                                 YEAR      YEAR
                                                ENDED     ENDED
                                              MAY 31,   MAY 31,
                                                 1995      1996
(000's omitted)
<S>                                           <C>       <C>
CAMERON PURCHASE CASH COSTS:
  Cost of relocating Cameron's machinery and
    equipment and tooling and dies            $ 1,700   $   300
  Severance of Cameron personnel                2,400     1,200
     Total Cameron Purchase Cash Costs        $ 4,100   $ 1,500

1994 CAMERON INTEGRATION COSTS:
  CASH:
  Movement of machinery, equipment and
    tooling and dies                          $   800   $ 1,500
  Severance and other personnel costs           1,800     1,600
     Total cash charges                         2,600     3,100
  NON-CASH:
  Asset revaluation                             2,300         -
  Credits to reserves                           2,100         -
     Total non-cash charges                     4,400         -
     Total 1994 Cameron integration costs     $ 7,000   $ 3,100

1995 OTHER CHARGES:
  NON-CASH:
  Credits to 1994 Cameron integration costs   $(2,100)  $     -
     Total 1995 Other Charges                 $(2,100)  $     -

1997 RESTRUCTURING:
  CASH:
  Severance and other personnel costs         $     -   $     -
  Disposal of Forging equipment                     -         -
  Castings titanium operations                      -         -
     Total cash charges                             -         -
  NON-CASH:
  Severance and other personnel costs               -         -
  Asset write-off and revaluation                   -         -
     Total non-cash charges                         -         -
     Total 1997 Restructuring                 $     -   $     -
</TABLE>
















                                   -58-<PAGE>
<PAGE>  59
<TABLE>
<CAPTION>
                                                              YEAR
                                                 YEAR        ENDED
                                                ENDED      MAY 31,
                                              MAY 31,     1998 AND
                                                 1997   THEREAFTER
(000's omitted)
<S>                                           <C>        <C>
CAMERON PURCHASE CASH COSTS:
  Cost of relocating Cameron's machinery and
    equipment and tooling and dies            $   800    $   400
  Severance of Cameron personnel                    -        200
     Total Cameron Purchase Cash Costs        $   800    $   600

1994 CAMERON INTEGRATION COSTS:
  CASH:
  Movement of machinery, equipment and
    tooling and dies                          $   900    $ 1,100
  Severance and other personnel costs             200        400
     Total cash charges                         1,100      1,500
  NON-CASH:
  Asset revaluation                                 -          -
  Credits to reserves                               -          -
     Total non-cash charges                         -          -
     Total 1994 Cameron integration costs     $ 1,100    $ 1,500

1995 OTHER CHARGES:
  NON-CASH:
  Credits to 1994 Cameron integration costs   $     -    $     -
     Total 1995 Other Charges                 $     -    $     -

1997 RESTRUCTURING:
  CASH:
  Severance and other personnel costs         $   200    $ 2,000
  Disposal of Forging equipment                     -      2,300
  Castings titanium operations                    700      1,200
     Total cash charges                           900      5,500
  NON-CASH:
  Severance and other personnel costs           2,400          -
  Asset write-off and revaluation               2,700          -
     Total non-cash charges                     5,100          -
     Total 1997 Restructuring                 $ 6,000    $ 5,500
</TABLE>















                                    -59-<PAGE>
<PAGE>  60

OTHER CHARGES (CREDITS):

     Other charges (credits) also include non-cash charges to
reduce the carrying value of certain non-operating other assets as
follows:
<TABLE>
<CAPTION>
                                 YEAR      YEAR      YEAR
                                ENDED     ENDED     ENDED
                              MAY 31,   MAY 31,   MAY 31,
                                 1997      1996      1995
(000's omitted)
<S>                           <C>        <C>       <C>
Australian Joint Venture      $ 2,484    $1,871    $1,390
Cash surrender value of
  Company-owned life
  insurance policies            5,745       846         -
Building held for sale          1,900         -         -
Other                             250         -         -
                              $10,379    $2,717    $1,390
</TABLE>

     Other charges (credits) in the year ended May 31, 1997 also
includes a net charge of $1,204,000, net of insurance recovery of
$6,900,000 for property damage and business interruption claims,
related to the accident at the Houston, Texas facility of Wyman-
Gordon Forgings, Inc. in December 1996.

F.   ENVIRONMENTAL MATTERS

     The Company is subject to extensive, stringent and changing
federal, state and local environmental laws and regulations,
including those regulating the use, handling, storage, discharge
and disposal of hazardous substances and the remediation of
alleged environmental contamination.  Accordingly, the Company is
involved from time to time in administrative and judicial
inquiries and proceedings regarding environmental matters. 
Nevertheless, the Company believes that compliance with these laws
and regulations will not have a material adverse effect on the
Company's operations as a whole.  However, it is not possible to
predict accurately the amount or timing of costs of any future
environmental remediation requirements.  The Company continues to
design and implement a system of programs and facilities for the
management of its raw materials, production processes and
industrial waste to promote compliance with environmental
requirements.   As of May 31, 1997, aggregate environmental
reserves amounted to $16,230,000 and have been provided for
expected cleanup expenses estimated between $6,000,000 and
$7,000,000 upon the eventual sale of the Worcester facility,
certain environmental issues at Cameron amounting to approximately
$3,500,000 and the exposures noted in the following paragraphs,
which include certain capitalizable amounts for environmental
management and remediation projects.

     Pursuant to an agreement entered into with the U.S. Air Force
upon the acquisition of the Grafton facility from the federal
government in 1982, the Company agreed to make expenditures
totalling $20,800,000 for environmental management 
                                    -60-<PAGE>
<PAGE>  61

and remediation at the site during the period 1982 through 1999,
of which $5,500,000 remained as of May 31, 1997.  These
expenditures will not resolve the Company's obligations to federal
and state regulatory authorities, who are not parties to the
agreement, however, and the Company expects to incur an additional
amount, currently estimated at $3,500,000, to comply with current
federal and state environmental requirements governing the
investigation and remediation of contamination at the site. 

     The Company's Grafton facility was formerly included in the
U.S. Nuclear Regulatory Commission's ("NRC") May 1992 Site
Decommissioning Management Plan ("SDMP") for low-level radioactive
waste as the result of the disposal of magnesium thorium alloys at
the facility in the 1960s and early 1970s under license from the
Atomic Energy Commission.  On March 31, 1997, the NRC informed the
Company that jurisdiction for the Grafton site had been
transferred to the Commonwealth of Massachusetts Department of
Public Health and that the Grafton facility had been removed from
the SDMP.  Although it is unknown what specific disposal
requirements may be placed on the Company by the Massachusetts
Department of Public Health, the Company believes that a reserve
of $1.5 million recorded on its books is sufficient to cover all
costs.

     The Company, together with numerous other parties, has been
named a potentially responsible party ("PRP") under the
Comprehensive Environmental Response, Compensation and Liability
Act ("CERCLA") for the cleanup of the following Superfund sites:
Operating Industries, Monterey Park, California; Cedartown
Municipal Landfill, Cedartown, Georgia; PSC Resources, Palmer,
Massachusetts; the Gemme/Fournier site, Leicester, Massachusetts;
and the Salco, Inc. site, Monroe, Michigan.  The Company believes
that any liability it may incur with respect to these sites will
not be material.

     At the Gemme/Fournier site, a proposed agreement would
allocate 33% of the cleanup costs to the Company.  In September
1995, a consulting firm retained by the PRP group made a
preliminary remediation cost estimate of $1,400,000 to $2,800,000. 
The Company's insurer is defending the Company's interests, and
the Company believes that any recovery against the Company would
be offset by recovery of insurance proceeds.
















                                    -61-<PAGE>
<PAGE>  62

G.   BENEFIT PLANS

     The Company and its subsidiaries have pension plans covering
substantially all employees.  Benefits are generally based on
years of service and a fixed monthly rate or average earnings
during the last years of employment.  Pension plan assets are
invested in equity and fixed income securities, pooled funds
including real estate funds and annuities.  Company contributions
are determined based upon the funding requirements of U.S. and
other governmental laws and regulations.

     A reconciliation between the amounts recorded on the
consolidated balance sheets and the summary tables of the funding
status of the pension plans are as follows:
<TABLE>
<CAPTION>
                                        MAY 31,     MAY 31,
                                           1997        1996
(000's omitted)
<S>                                     <C>         <C>
Pension liability per balance sheet     $(1,102)    $  (871)
Prepaid pension expense included in
  prepaid expenses in the balance
  sheet                                      95       3,961
U.K. prepaid pension expense
   (pension liability)                       89         (58)
Net U.S. prepaid pension expense
  (pension liability)                   $  (918)    $ 3,032
</TABLE>





























                                    -62-<PAGE>
<PAGE>  63

U.S. PENSION PLANS

      Effective April 30, 1996, two of the Company's U.S. pension
plans which had accumulated benefits exceeding assets were merged
into the plan which had assets exceeding the accumulated benefits.

      Pension expense for the U.S. pension plans included the
following components:
<TABLE>
<CAPTION>
                             YEAR        YEAR         YEAR
                            ENDED       ENDED        ENDED
                          MAY 31,     MAY 31,      MAY 31,
                             1997        1996         1995
(000's omitted)
<S>                       <C>         <C>          <C>
Service cost              $  4,298    $ 3,042      $ 2,938
Enhanced benefit package
  for early retirement       3,775          -            -
Interest cost on 
  projected benefit
  obligation                11,302     11,662       10,842
Actual return on assets    (17,804)   (36,188)      (8,205)
Net amortization and
  deferral of actuarial
  gains (losses)             4,722     23,412       (1,385)
Net pension expense       $  6,293    $ 1,928      $ 4,190

Assumed long-term rate
  of return on plan
  assets                     10.0%       10.0%         9.0%
</TABLE>


























                                    -63-<PAGE>
<PAGE>  64

     A summary of the funding status of the U.S. pension plans and
a reconciliation to the amounts recorded in the consolidated
balance sheets are as follows:
<TABLE>
<CAPTION>
                                                      MAY 31, 1997
                               (000's omitted, except percentages)

                                    ASSETS  ACCUMULATED
                                 EXCEEDING     BENEFITS
                               ACCUMULATED    EXCEEDING
                                  BENEFITS       ASSETS   TOTAL 
<S>                              <C>         <C>        <C>
Actuarial present value of
  benefit obligations:
  Vested                         $146,771    $  6,965   $153,736
  Nonvested                           935         392      1,327
  Accumulated benefit obligation  147,706       7,357    155,063
  Impact of forecasted salary
    increases during future
    periods                        12,878       2,024     14,902
  Projected benefit obligation
    for employee service to date  160,584       9,381    169,965
Current fair market value of
  plan assets                     164,977           -    164,977
Excess (shortfall) of plan
  assets over (under) projected
  benefit obligation                4,393      (9,381)    (4,988)
Unrecognized net (gain) loss       (8,190)        728     (7,462)
Unrecognized net (asset)
  obligation at transition          1,655       1,116      2,771
Unrecognized prior service cost     8,842       1,192     10,034
Adjustment required to
  recognize minimum liability           -      (1,013)    (1,013)
Net periodic pension cost
  March 30, 1997 to May 31, 1997     (202)       (218)      (420)
Contributions March 30, 1997 to
  May 31, 1997                          -         160        160
Net prepaid pension expense      
  (pension liability)            $  6,498    $ (7,416)  $   (918)
Estimated annual increase in
  future salaries                                            3-5%
Weighted average discount rate                              7.50%
</TABLE>














                                   -64-<PAGE>
<PAGE>  65

     A summary of the funding status of the U.S. pension plans
and a reconciliation to the amounts recorded in the consolidated
balance sheets are as follows:
<TABLE>
<CAPTION>
                                                      MAY 31, 1996
                               (000's omitted, except percentages)

                                    ASSETS  ACCUMULATED
                                 EXCEEDING     BENEFITS
                               ACCUMULATED    EXCEEDING
                                  BENEFITS       ASSETS   TOTAL 
<S>                              <C>         <C>        <C>
Actuarial present value of
  benefit obligations:
  Vested                         $144,048    $  6,738   $150,786
  Nonvested                         1,004         202      1,206
  Accumulated benefit obligation  145,052       6,940    151,992
  Impact of forecasted salary
    increases during future
    periods                         8,585         276      8,861
  Projected benefit obligation
    for employee service to date  153,637       7,216    160,853
Current fair market value of
  plan assets                     159,545           -    159,545
Excess (shortfall) of plan
  assets over (under) projected
  benefit obligation                5,908      (7,216)    (1,308)
Unrecognized net (gain) loss       (3,752)     (1,565)    (5,317)
Unrecognized net (asset)
  obligation at transition          2,170       1,351      3,521
Unrecognized prior service cost     5,509       1,418      6,927
Adjustment required to
  recognize minimum liability           -        (929)      (929)
Net periodic pension cost
  March 30, 1996 to May 31, 1996     (123)       (198)      (321)
Contributions March 30, 1996 to
  May 31, 1996                        304         155        459
Net prepaid pension expense
  (pension liability)            $ 10,016    $ (6,984)  $  3,032
Estimated annual increase in
  future salaries                                            3-5%
Weighted average discount rate                              7.25%
</TABLE>














                                   -65-<PAGE>
<PAGE>  66

U.K. PENSION PLAN

     Pension expense for the U.K. pension plan included the
following:
<TABLE>
<CAPTION>
                           YEAR ENDED     YEAR ENDED   YEAR ENDED
                         MAY 31, 1997   MAY 31, 1996 MAY 31, 1995
(000's omitted)
<S>                         <C>           <C>           <C>
Service cost                $    629      $   579       $   692
Interest cost                  1,507        1,300         1,189
Expected return on assets     (1,640)      (1,283)       (1,084)
     Net pension expense    $    496      $   596       $   797
</TABLE>

     The U.K. pension plan's assets and liabilities were rolled
over from the former Cameron plan during fiscal 1996.  The funded
status of the U.K. pension plan is as follows:
<TABLE>
<CAPTION>
                                    MAY 31, 1997   MAY 31,1996
(000's omitted, except percentages)
<S>                                  <C>            <C>
Fair value of plan assets            $22,007        $18,358
Projected benefit obligation          21,164         17,240
Plan assets greater than 
 (less than) projected
  benefit obligation                     843          1,118
Unrecognized net loss (gain)            (754)        (1,176)
Prepaid (accrued) pension cost       $    89        $   (58)
Accumulated benefits                 $19,436        $16,090
Vested benefits                      $19,436        $16,090

Assumed long-term rate of return
  on plan assets                         8.0%           9.0%
Weighted average discount rate           8.0%           9.0%
Rate of salary increase                  5.0%           6.0%
</TABLE>


DEFINED CONTRIBUTION PLAN

     The Company also makes a 401(k) plan available to most
full-time employees. Employer contributions to the defined
contribution plan are made at the Company's discretion and are
reviewed periodically.  There were no cash contributions in the
year ended May 31, 1997.  Cash contributions amounted to $26,000 
and $136,000 for the years ended May 31, 1996 and 1995,
respectively.   Additionally, for the years ended May 31, 1997,
1996 and 1995, the Company contributed 97,696; 79,426 and 120,261
shares of common stock from Treasury to its defined contribution
plan, respectively, and recorded expense relating thereto of
$2,057,000, $1,058,000 and $711,000, respectively.




                                    -66-<PAGE>
<PAGE>  67

H.   OTHER POSTRETIREMENT BENEFITS

     In addition to providing pension benefits, the Company and
its subsidiaries provide most retired employees with health care
and life insurance benefits.  The majority of these health care
and life insurance benefits are provided through insurance
companies, some of whose premiums are computed on a cost plus
basis.

     Most of the Forgings Division and Corporate retirees and
full-time employees are or become eligible for these
postretirement health care and life insurance benefits if they
meet minimum age and service requirements.  There are certain
retirees for which Company cost and liability are affected by
future increases in health care cost.  The liabilities have been
developed assuming a medical trend rate for growth in future
health care claim levels from the assumed 1994 level.  For the
year ended May 31, 1997, the medical trend rate for indemnity and
Health Maintenance Organization ("HMO") inflationary costs was
7.0% and 5.0%, respectively.  The rate for indemnity and HMO for
the year ended May 31, 1998 is 6.5% and 4.5% and are ultimately
estimated at 5.0% and 4.0%, respectively for the year ended May
31, 2000.  The change to the accumulated postretirement benefit
obligation for each 1.0% change in these assumptions is
$4,266,000.  The change in the annual SFAS 106 expense for each
1.0% change in these assumptions is $396,000.  The weighted
average discount rate used in determining the amortization of the
accumulated postretirement benefit obligation was 7.5% and 7.25%
at May 31, 1997 and May 31, 1996, respectively, and the average
remaining service life was 20 years.

     Net periodic benefit expense consists of the following
components:
<TABLE>
<CAPTION>
                              YEAR        YEAR         YEAR   
                             ENDED       ENDED        ENDED   
                           MAY 31,     MAY 31,      MAY 31,   
                              1997        1996         1995
($000's omitted)
<S>                        <C>         <C>          <C>
Service cost               $   380     $  234       $  350
Benefit from early
  retirement package        (1,375)         -            -
Interest on the 
  accumulated benefit
  obligation                 3,550      4,021        3,990
Net amortization and
  deferral                     409        (53)           -
    Total postretirement
      benefit expense      $ 2,964     $4,202       $4,340
</TABLE>






                                   -67-<PAGE>
<PAGE>  68

     The Company has no plans for funding the liability and will
continue to pay for retiree medical costs as they occur.  The 
components of the accumulated postretirement benefit obligation
are as follows:
<TABLE>
<CAPTION>
                                          MAY 31,   MAY 31,
                                             1997      1996
(000's omitted)
<S>                                      <C>        <C>
Accumulated postretirement
  benefit obligation:
  Retirees                               $40,516    $43,222
  Fully eligible active plan
    participants                           3,082      3,564
  Other active plan participants           2,845      5,340
Accumulated postretirement benefit
  obligation in excess of plan assets     46,443     52,126
Unrecognized net gain (loss) from 
  past experience different from 
  that assumed and from changes
  in assumptions                           1,055        885
Prior service cost not yet 
  recognized in net periodic 
  postretirement benefit cost               (733)    (4,002)
Other                                        373        278
Accrued postretirement benefit cost      $47,138    $49,287
</TABLE>

I.   FEDERAL, FOREIGN AND STATE INCOME TAXES

     The components of the net credit for income taxes for the
year ended May 31, 1997 are as follows:
<TABLE>
<CAPTION>
                         U.S.       U.S.   
                       FEDERAL     STATE     U.K.      TOTAL  
(000's omitted)
<S>                    <C>         <C>     <C>       <C>
Current tax expense    $  7,900    $ 680   $ 2,170   $ 10,750
Deferred tax credit     (34,080)    (480)   (1,870)   (36,430)
Net provision (benefit)
  for income taxes     $(26,180)   $ 200   $   300   $(25,680)
</TABLE>

     In the year ended May 31, 1997, net tax benefits of
$25,680,000 were recognized including a refund of prior years'
income taxes amounting to $19,680,000 and $6,500,000 related to
the expected realization of NOLs in future years and $10,250,000
related to current NOLs benefit offsetting $10,750,000 of current
income tax expense.  The refund relates to the carryback of tax
net operating losses to tax years 1981, 1984 and 1986 under
applicable provisions of Internal Revenue Code Section 172(f). 
The amount of net operating losses carried back to such years was
approximately $48,500,000.



                                   -68-<PAGE>
<PAGE>  69
     At May 31, 1997, the Company had for income tax reporting
purposes, approximately $18.0 million of net operating loss
carryforwards available to offset taxable income in fiscal year
1998 and subsequent fiscal years, which begin expiring in the
year 2006.                           

     The benefit (provision) for income taxes is at a rate other
than the federal statutory tax rate for the following reasons:
<TABLE>
<CAPTION>
                               YEAR        YEAR        YEAR
                              ENDED       ENDED       ENDED
                            MAY 31,     MAY 31,     MAY 31,
                               1997        1996        1995
(000's omitted)
<S>                         <C>         <C>         <C>
Benefit (provision) at
  the applicable U.S. 
  federal and U.K. 
  statutory tax rate        $ (8,442)   $(8,832)    $  (363)
Recognition of previously
  unrecognized deferred
  tax assets                  30,626      8,832       1,749
Benefit of higher statutory
  tax rates in applicable
  prior years realized in
  Section 172(f) carryback
  claims                       2,700          -           -
State income taxes              (200)         -           -
Foreign tax carryforwards 
  without current tax 
  benefits                         -          -      (1,386)
Other                            996          -           -
Income tax benefit
  (provision)               $ 25,680    $     -     $     -
</TABLE>

     The principal components of deferred tax assets and
liabilities were as follows:
<TABLE>
<CAPTION>
                                   MAY 31, 1997   MAY 31, 1996
(000's omitted)
<S>                                  <C>           <C>
DEFERRED TAX ASSETS
  Provision for postretirement
    benefits                         $ 19,232      $20,208
  Net operating loss carryforwards     17,117       44,142
  Restructuring provisions              9,856       10,831
  Other                                10,315        7,190
                                       56,520       82,371
  Valuation allowance                 (35,934)     (71,006)
                                       20,586       11,365
DEFERRED TAX LIABILITIES
  Accelerated depreciation             11,256        9,879
  Other                                 2,830        1,487
                                       14,086       11,365
Net deferred tax asset (liability)   $  6,500      $     -
</TABLE>
                                   -69-<PAGE>
<PAGE>  70


J.   STOCK OPTION AND EMPLOYEE STOCK PURCHASE PLANS

     The Company, through administration by the Compensation
Committee of the Company's Board of Directors (the "Committee"),
may grant awards under the Company's Long-Term Incentive Plans in
the form of non-qualified stock options or incentive stock
options to those key employees it selects to purchase in the
aggregate up to 3,400,000 shares of newly issued or treasury
common stock.  Options expire after 10 years from the date of
grant and generally become exercisable ratably over a three to
seven year period commencing from the date of grant.  The
exercise price of non-qualified stock options may not be less
than 50% of the fair market value of such shares on the date of
grant or, in the case of incentive stock options, 100% of the
fair market value on the date of grant.  Awards of stock
appreciation rights ("SAR's") may also be granted, either in
tandem with grants of stock options (and exercisable as an
alternative to the exercise of stock options) or separately.

     In addition, the Committee may grant other awards that
consist of or are denominated in or payable in shares or that are
valued by reference to shares, including, for example, restricted
shares, phantom shares, performance units, performance bonus
awards or other awards payable in cash, shares or a combination
thereof at the Committee's discretion.

     Information concerning stock options issued to officers and
other employees is presented in the following table.
<TABLE>
<CAPTION>
                         YEAR   WEIGHTED      YEAR   WEIGHTED
                        ENDED    AVERAGE     ENDED    AVERAGE
                      MAY 31,   EXERCISE   MAY 31,   EXERCISE
                         1997      PRICE      1996      PRICE
(Shares in thousands)
<S>                    <C>       <C>       <C>         <C>
Number of shares
 under option:
  Outstanding at 
    beginning of year  2,295     $ 9.46    1,858       $ 5.90
  Granted                817      18.34      861        15.14
  Exercised             (415)      6.60     (390)        4.81
  Canceled or expired    (49)     14.18      (34)       11.90
  Outstanding at 
    end of year        2,648     $12.56    2,295       $ 9.46
  Exercisable at 
    end of year        1,189               1,104
</TABLE>









                                   -70-<PAGE>
<PAGE>  71
<TABLE>
<CAPTION>
                         YEAR   WEIGHTED
                        ENDED    AVERAGE
                      MAY 31,   EXERCISE
                         1995      PRICE
(Shares in thousands)
<S>                    <C>       <C>
Number of shares
 under option:
  Outstanding at 
    beginning of year  1,764     $ 5.87    
  Granted                387       6.18
  Exercised             (190)      4.32
  Canceled or expired   (103)      9.38
  Outstanding at 
    end of year        1,858     $ 5.90
  Exercisable at 
    end of year        1,203
</TABLE>

     At May 31, 1997 and 1996, 1,616,845 and 882,000 shares were
available for future grants, respectively.

     The following tables summarizes information about stock
options outstanding at May 31, 1997:
<TABLE>
<CAPTION>
(Shares in thousands)
                     OPTIONS OUTSTANDING      OPTIONS EXERCISABLE
                          WTD. AVG.     WTD.              WTD.
                          REMAINING     AVG.              AVG.
   RANGE OF               CONTRACTUAL   EXER.             EXER.
EXERCISE PRICES   SHARES  LIFE (YRS.)   PRICE   SHARES    PRICE
<S>               <C>         <C>       <C>     <C>       <C>
$ 3.00 - $ 7.99     985       5.05      $ 5.53    880     $ 5.49
$ 8.00 - $12.99     295       8.23      $12.50     90     $12.40
$13.00 - $17.99   1,133       8.90      $16.68    206     $16.63
$18.00 - $23.00     235       8.78      $22.29     13     $19.00
                  2,648                         1,189
</TABLE>

     During the years ended May 31, 1997, 1996 and 1995, awards of
118,000; 551,000 and 150,000 shares of the Company's common stock
were made, respectively, subject to restrictions based upon
continued employment and the performance of the Company.  
Compensation expense totalling $1,403,000, $413,000 and $330,000
relating to the awards was recorded during the years ended May 31,
1997, 1996 and 1995, respectively.










                                    -71-<PAGE>
<PAGE>  72

EMPLOYEE STOCK PURCHASE PLAN

     Effective January 1, 1996 the Company adopted a qualified,
noncompensatory Employee Stock Purchase Plan.  This plan enables
substantially all employees to subscribe to purchase shares of the
Company's common stock on an annual basis.  Such shares are
subscribed at the lower of 90% of their fair market value on the
first day of the plan year, January 1, or 90% of their fair market
value on the last business day of the plan year, usually December
31.  Each eligible employee's participation is limited to 10% of
base wages and a maximum of 450,000 shares are authorized for
subscription.  Employee subscriptions for the twelve months ended
December 31, 1996 were 109,550 shares at $12.375 per share based
on 90% of the fair market value on January 1, 1996 ($13.75).

     Accounting for stock-based plans is in accordance with
Accounting Principles Board Opinion 25, "Accounting for Stock
Issued to Employees".  Accordingly, no compensation expense has
been recognized for fixed stock option plans or Employee Stock
Purchase Plan.

     As required by SFAS No. 123, "Accounting for Stock-Based
Compensation", the Company has determined the weighted average
fair values of stock-based arrangements granted, during the years
ended May 31, 1997 and 1996 to be $11.28 and $9.34, respectively. 
The fair values of stock-based compensation awards granted were
estimated using the Black-Scholes model with the following
assumptions.
<TABLE>
<CAPTION>
  YEAR                          EXPECTED                RISK-FREE
 ENDED    GRANT     OPTION                   DIVIDEND   INTEREST
MAY 31,   DATE       TERM     VOLATILITY      YIELD       RATE   
<S>       <C>       <C>         <C>           <C>        <C>
1997       7/16/96   9 years    38%           -          6.67%
          10/16/96  10 years    38%           -          6.67%

1996      10/18/95   9 years    38%           -          6.67%
           4/17/96  10 years    38%           -          6.67%
</TABLE>


















                                    -72-<PAGE>
<PAGE>  73

     Had compensation expense for the Company's stock-based plans
and Employee Stock Purchase plan been accounted for using the fair
value method prescribed by SFAS No. 123, net income and earnings
per share would have been as follows:
<TABLE>
<CAPTION>
                                       1997         1996 
(000's omitted, except per share data)
<S>                                  <C>          <C>
Net income as reported               $50,023      $25,234
Pro forma net income under 
  SFAS No. 123                        47,399       24,957

Income per share as reported         $  1.36      $   .70
Proforma income per share 
  under SFAS No. 123                    1.28          .69
</TABLE>

     The effects of applying SFAS No. 123 in the above pro forma
disclosure are not indicative of future amounts.  SFAS No. 123
does not apply to awards granted prior to the year ended May 31,
1996.

K.   STOCK PURCHASE RIGHTS

     On October 19, 1988, the Board of Directors of the Company
declared a dividend distribution of one right (a "Right") for each
outstanding Share to shareholders of record at the close of
business on November 30, 1988 pursuant to a Rights Agreement dated
as of October 19, 1988 (the "Original Rights Agreement").  On
January 10, 1994, in connection with the acquisition of Cameron,
the Original Rights Agreement was amended and restated.  The
description and terms of the Rights are set forth in an Amended
and Restated Rights Agreement (the "Rights Agreement"), between
the Company and State Street Bank & Trust Company, as Rights
Agent.  Each Right entitles the registered holder to purchase from
the Company one one-hundredth of a share of Series A Junior
Participating Preferred Stock, no par value (the "Series A
Shares"), of the Company at a price of $50 per one one-hundredth
of a Series A Share (the "Exercise Price"), subject to adjustment.

     In the event that the Company is acquired in a merger or
other business combination transaction or 50% or more of its
consolidated assets or earning power is sold after a person or
group has become an Acquiring Person (as defined below), proper
provision will be made so that each holder of a Right will
thereafter have the right to receive, upon the exercise thereof at
the then current exercise price of the Right, that number of
shares of common stock of the acquiring Company which at the time
of such transaction will have a market value of two times the
exercise price of the Right.  In the event that any person or
group of affiliated or associated persons becomes an Acquiring
Person, proper provision shall be made so that each holder of a
Right, other than Rights beneficially owned by the Acquiring
Person (which will thereafter be void), will thereafter have the
right to receive upon exercise that number of Shares having a


                                    -73-<PAGE>
<PAGE>  74

market value of two times the exercise price of the Right.  For
purposes of the Rights Agreement, an "Acquiring Person" generally
means a person or group of affiliated or associated persons who
have acquired beneficial ownership of 20% or more of the
outstanding Shares.  However, Cooper Industries, Inc. and its
affiliates and associates (together, the "Cooper Group") will not
be deemed to be an Acquiring Person for so long as (A) the Cooper
Group beneficially owns at least 10% or more of the outstanding
Shares continuously from and after May 26, 1994 and (B) the Cooper
Group does not acquire beneficial ownership of any Shares in
breach of the Investment Agreement dated as of January 10, 1994
between Cooper Industries, Inc. and the Company (other than an
inadvertent breach which is remedied as promptly as practicable by
a transfer of the Shares so acquired to a person which is not a
member of the Cooper Group.)

     The Rights will expire on November 30, 1998 (the "Final
Expiration Date"), unless the Final Expiration Date is extended or
unless the Rights are earlier redeemed or exchanged by the
Company.

L.   COMMITMENTS AND CONTINGENCIES 

     At May 31, 1997, certain lawsuits arising in the normal
course of business were pending.  In the opinion of management,
the outcome of these legal matters will not have a material
adverse effect on the Company's financial position and results of
operations.  

     The Company has entered into various foreign exchange
contracts to manage its foreign exchange risks.  Through its
foreign currency hedging activities, the Company seeks to
minimize the risk that the eventual cash flows resulting from
purchase and sale transactions denominated in other than the
functional currency of the operating unit will be affected by
changes in exchange rates.  Foreign currency transaction
exposures generally are the responsibility of the Company's
individual operating units to manage as an integral part of their
business.  The Company hedges its foreign currency transaction
exposures based on judgment, generally through the use of forward
exchange contracts.  Gains and losses on the Company's foreign
currency transaction hedges are recognized as an adjustment to
the underlying hedged transactions.  Deferred gains and losses on
foreign exchange contracts were not significant at May 31, 1997
and 1996.  The Company had foreign exchange contracts totalling 
$38,228,000 at May 31, 1997.  Such contracts include forward
contracts of $10,434,000 for the purchase of U.K. pounds and
$27,794,000 for the sale of U.K. pounds.  These contracts hedge
certain normal operating purchase and sales transactions.  The
exchange contracts have no material fair market value, generally
mature within six months and require the Company to exchange U.K.
pounds for non-U.K. currencies or non-U.K. currencies for U.K.
pounds.  Translation and transaction gains and losses included in
the Consolidated Statements of Net Income for the years ended May
31, 1997, 1996 and 1995 were not significant.



                                   -74-<PAGE>
<PAGE>  75

     On December 22, 1996, a serious industrial accident occurred
at the Houston, Texas facility of Wyman-Gordon Forgings, Inc.
("WGFI"), a wholly-owned subsidiary of the Company.  The accident
occurred while a crew of ten men was performing maintenance on
the accumulator system that supplies hydraulic power for WGFI's
35,000 ton press.  The maintenance required that the system be
completely depressurized which the crew believed to be the case. 
However, subsequent examination has shown that a valve on one of
the pressure vessels was closed thereby containing pressure in
that vessel.   The crew was in the process of removing the bolts
on the vessel when the few remaining bolts could no longer hold
the pressure and the lid was blown off, killing eight crew
members and seriously injuring two others.

     Although no lawsuits have yet been filed, the injured
workers and the decedents' families have all retained attorneys
to represent them in the matter and who have notified the Company
that they intend to assert claims against the Company on behalf
of their clients.  The Company is cooperating with such attorneys
by providing them information and allowing them and their experts
access to Company facilities. In general under Texas statutory
law, an employee's exclusive remedy against an employer for an
on-the-job injury is the benefits of the Texas Workers
Compensation Act.  WGFI, the employer of the deceased employees,
has workers compensation insurance coverage and the injured
employees and beneficiaries of the deceased employees are
receiving workers compensation payments.  Under applicable law,
however, statutory beneficiaries of employees killed in the
course and scope of their employment may recover punitive (but
not compensatory) damages in excess of workers compensation
benefits.  However, to do so they must prove that the employer
was grossly negligent.  The protection of the workers
compensation exclusive remedy provision does not extend to WGFI's
parent corporation, Wyman-Gordon Company.  Therefore, if lawsuits
on behalf of the victims in the Houston accident are brought
against Wyman-Gordon Company and if the evidence supports a
finding that Wyman-Gordon Company acted negligently in its
supervision of WGFI and such negligence had a causal connection
with the accident, the plaintiffs would be able to recover
damages, both compensatory and punitive, if applicable, against
the parent company even in the absence of gross negligence.  WGFI
has also received claims from several employees of a
subcontractor claiming to have been injured at the time of the
accident. 

     It is not possible at this time to anticipate whether WGFI
or Wyman-Gordon Company could be held liable in connection with
the accident and, if so, to estimate the amount of damages that
could be awarded.  The Company maintains general liability and
employer's liability insurance for itself and its subsidiaries
under various policies with aggregate coverage limits of
approximately $29 million.  WGFI has tendered the defense of the
various claims to the Company's insurance carriers.  There can be
no assurance that the full insurance coverage will be available
or that the Company's ultimate liability resulting from the
accident will not exceed available insurance coverage by an
amount which could be material to the Company's financial
condition or results of operations.
                                   -75-<PAGE>
<PAGE>  76

     Following the accident, the Occupational Safety and Health
Administration ("OSHA") conducted an investigation of the
accident.  On June 18, 1997, OSHA issued a Citation and
Notification of Penalty describing violations of the Occupational
Safety and Health Act of 1970.  OSHA's principal allegations were
that (i) WGFI had not complied with the OSHA standard on specific
lockout/tagout procedures for the 35,000 ton press and
appurtenant equipment, (ii) WGFI failed to train each authorized
employee in lockout/tagout procedures, and (iii) there were
design flaws in the equipment.  Although the Company disagrees
with the OSHA findings, on June 18, 1997, WGFI entered into an
Informal Settlement with OSHA in order to avoid the cost and
burden of litigation and to resolve disputed claims arising from
OSHA's inspection.  Pursuant to the Informal Settlement, WGFI
paid $1.8 million in settlement of the OSHA Citation and agreed
not to contest the Citation.  Under the terms of the Informal
Settlement, WGFI agreed to (i) develop and implement a
comprehensive, ongoing energy control program in compliance with
the OSHA lockout/tagout standard, (ii) train its employees in
safety procedures, (iii) communicate to and involve its employees
in the implementation of the Informal Settlement, (iv) retain an
independent safety professional to perform a comprehensive safety
and health audit, and (v) adhere to the Secretary of Labor's
Voluntary Guidelines for Safety and Health Management Program at
its plants in Houston and Brighton, Michigan.  In addition, the
Company agreed to make certain terms of the Informal Settlement
applicable to its forging plants in Massachusetts.  WGFI also
agreed with the International Association of Machinists to
strengthen the Joint Management Labor Safety Committee in Houston
and to conduct joint employee safety training.

     The costs of the accident through May 31, 1997 were
approximately $11.9 million, including substantial property
damage at the Houston facility and costs of business interruption
as a result of the 35,000 ton press having been out of operation
until the first week of March 1997.  The Company has recovered
$6.9 million under property damage and business interruption
insurance policies it maintains leaving approximately $5.0
million of costs that were recorded in fiscal year 1997. 



















                                   -76-<PAGE>
<PAGE>  77

M.   GEOGRAPHIC AND OTHER INFORMATION

     Transfers between U.S. and international operations,
principally inventory transfers, are charged to the receiving
organization at prices sufficient to recover manufacturing costs
and provide a reasonable return.
<TABLE>
<CAPTION>
     Certain information on a geographic basis follows:
     
                                  YEAR        YEAR        YEAR
                                 ENDED       ENDED       ENDED
                               MAY 31,     MAY 31,     MAY 31,
                                  1997        1996        1995
(000's omitted)
<S>                            <C>         <C>         <C>
REVENUES FROM UNAFFILIATED
CUSTOMERS:
United States (including
  direct export sales)         $541,456    $447,515    $365,666
United Kingdom                   67,286      52,109      30,973
                               $608,742    $499,624    $396,639

INTER AREA TRANSFERS:
United States                  $    378    $     14    $    373
United Kingdom                    6,244       4,666       2,528
                               $  6,622    $  4,680    $  2,901

EXPORT SALES:
United States direct export
  sales                        $ 88,888    $ 71,792    $ 50,235

INCOME (LOSS) FROM OPERATIONS:
United States                  $ 20,578    $ 32,042    $ 14,931
United Kingdom                    9,744       5,657      (1,213)
                               $ 30,322    $ 37,699    $ 13,718

IDENTIFIABLE ASSETS
(EXCLUDING INTERCOMPANY):
United States                  $390,540    $309,868    $289,649
United Kingdom                   54,777      44,287      47,547
General corporate                 9,054      21,735      31,868
                               $454,371    $375,890    $369,064
</TABLE>














                                   -77-<PAGE>
<PAGE>  78

N.   SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

     Selected quarterly financial data for the years ended May
31, 1997 and 1996 were as follows:
<TABLE>
<CAPTION>
QUARTER                      FIRST    SECOND    THIRD    FOURTH
(000's omitted, except per-share data)
<S>                         <C>       <C>       <C>      <C>
YEAR ENDED MAY 31, 1997

Revenue                     $134,235  $138,655  $153,331 $182,521
Cost of goods sold           122,744   115,079   124,716  148,569
Other charges                 15,779         -     2,434    4,870
Income (loss) from 
  operations                 (14,340)   12,527    15,839   16,296
Net income                     7,815     9,133    13,009   20,066
Net income per share             .21       .25       .35      .54

YEAR ENDED MAY 31, 1996

Revenue                     $114,077  $118,080  $121,517 $145,950
Cost of goods sold            95,898    99,114   103,210  123,270
Other charges                    900         -       110    1,707
Income from operations         8,083     9,494     9,090   11,032
Net income                     5,101     6,050     6,077    8,006
Net income per share             .14       .17       .17      .22
</TABLE>




ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE

          None.






















                                   -78-<PAGE>
<PAGE>  79

                                 PART III



     The information called for by Item 10 (Directors and
Executive Officers of the Registrant), Item 11 (Executive
Compensation), Item 12 (Security Ownership of Certain Beneficial
Owners and Management) and Item 13 (Certain Relationships and
Related Transactions) is incorporated herein by reference to the
registrant's definitive proxy statement to be filed in connection
with its 1997 Annual Meeting of Stockholders to be held on
October 15, 1997.














































                                   -79-<PAGE>
<PAGE>  80

                                  PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
          FORM 8-K

(a)  Documents Filed as a Part of this Report
                                                           PAGES

1.   Financial Statements:                                  

     Report of Management                                    40

     Report of Independent Auditors                          41

     Consolidated Statements of Operations                   42

     Consolidated Balance Sheets                             43

     Consolidated Statements of Cash Flows                   44

     Consolidated Statements of Stockholders' Equity         46

     Notes to Consolidated Financial Statements              48



2.   EXHIBITS:

     Exhibits to the Form 10-K have been included only with the
copies of the Form 10-K filed with the Commission.  Upon request
to the Company and payment of a reasonable fee, copies of the
individual exhibits will be furnished.
<TABLE>
<CAPTION>
                               EXHIBIT INDEX

EXHIBIT                   DESCRIPTION                        PAGE
<S>       <C>                                                <C>
  3.A     Restated Articles of Organization of                 -
          Wyman-Gordon Company - incorporated by
          reference to Exhibit 3A to the Company's
          Form 10-K for the year ended June 3, 1995.

  3.B     Bylaws of Wyman-Gordon Company, as amended           -
          through May 24, 1994 - incorporated by
          reference to Exhibit 3B to the Company's
          Form 10-K for the year ended June 3, 1995.

  4.A     Amended and Restated Rights Agreement, dated         -
          as of January 10, 1994 between the Company and
          State Street Bank & Trust Company, as Rights
          Agent - incorporated by reference to Exhibit 1
          to the Company's Report on Form 8-A/A dated 
          January 21, 1994.

</TABLE>


                                     -80-<PAGE>
<PAGE>  81
<TABLE>
<CAPTION>
                          EXHIBIT INDEX (Continued)

EXHIBIT                   DESCRIPTION                        PAGE
<S>       <C>                                                <C>
  4.B     Indenture dated as of March 16, 1993 among           -
          Wyman-Gordon Company, its Subsidiaries and 
          State Street Bank and Trust Company as Trustee
          with respect to Wyman-Gordon Company's 10 3/4%
          Senior Notes due 2003 - incorporated by 
          reference to Exhibit 4C to the Company's
          Report on Form 10-K for the year ended 
          December 31, 1992.

  4.C     10 3/4% Senior Notes due 2003.  Supplemental         -
          Indenture dated May 19, 1994 - incorporated 
          by reference to Exhibit 5 to the Company's
          Report on Form 8-K dated May 26, 1994.

  4.D     10 3/4% Senior Notes due 2003.  Second               -
          Supplemental Indenture and Guarantee dated 
          May 27, 1994 - incorporated by reference to
          the Company's Report on Form 8-K dated
          May 26, 1994.

  4.E     Instruments defining the rights of holders           -
          of long-term debt are omitted pursuant to
          paragraph (b)(4)(iii) of Regulation S-K 
          Item 601.  The Company agrees to furnish such
          instruments to the Commission upon request.

 10.A     Andrew C. Genor, Executive Severance                 -  
          Agreement dated April 17, 1996 - incorporated
          by reference to Exhibit 10.A to the Company's 
          Report on Form 10-K dated May 31, 1996.

 10.B     David P. Gruber, Executive Severance                 -
          Agreement dated April 17, 1996 - incorporated
          by reference to Exhibit 10.B of the Company's 
          Report on Form 10-K dated May 31, 1996.

 10.C     Sanjay N. Shah, Executive Severance                  -
          Agreement dated April 17, 1996 - incorporated
          by reference to Exhibit 10.C of the Company's 
          Report on Form 10-K dated May 31, 1996.

 10.D     J. Douglas Whelan, Executive Severance               -
          Agreement dated April 17, 1996 - incorporated
          by reference to Exhibit 10.D of the Company's 
          Report on Form 10-K dated May 31, 1996.

 10.E     Wallace F. Whitney, Jr., Executive Severance         -
          Agreement dated April 17, 1996 - incorporated
          by reference to Exhibit 10.E to the Company's 
          Report on Form 10-K dated May 31, 1996.
</TABLE>


                                     -81-<PAGE>
<PAGE>  82
<TABLE>
<CAPTION>
                          EXHIBIT INDEX (Continued)

EXHIBIT                   DESCRIPTION                        PAGE
<S>       <C>                                                <C>
 10.F     Frank J. Zugel, Executive Severance                  - 
          Agreement dated April 17, 1996 - incorporated
          by reference to Exhibit 10.F of the Company's 
          Report on Form 10-K dated May 31, 1996.

 10.G     Andrew C. Genor, Performance Stock Option            -
          Agreement under the Wyman-Gordon Company
          Long-term Incentive Plan dated April 17, 1996 -
          incorporated by reference to Exhibit 10.G of the
          Company's Report on Form 10-K dated May 31, 1996.

 10.H     David P. Gruber, Performance Stock Option            - 
          Agreement under the Wyman-Gordon Company
          Long-term Incentive Plan dated April 17, 1996 -
          incorporated by reference to Exhibit 10.H of the 
          Company's Report on Form 10-K dated May 31, 1996.

 10.I     Sanjay N. Shah, Performance Stock Option             - 
          Agreement under the Wyman-Gordon Company
          Long-term Incentive Plan dated April 17, 1996 -
          incorporated by reference to Exhibit 10.I of the 
          Company's Report on Form 10-K dated May 31, 1996.

 10.J     J. Douglas Whelan, Performance Stock Option          - 
          Agreement under the Wyman-Gordon Company
          Long-term Incentive Plan dated April 17, 1996 -
          incorporated by reference to Exhibit 10.J of the 
          Company's Report on Form 10-K dated May 31, 1996.

 10.K     Wallace F. Whitney, Jr., Performance Stock           -
          Option Agreement under the Wyman-Gordon Company
          Long-term Incentive Plan dated April 17, 1996 -
          incorporated by reference to Exhibit 10.K of the 
          Company's Report on Form 10-K dated May 31, 1996.

 10.L     Frank J. Zugel, Performance Stock Option             -
          Agreement under the Wyman-Gordon Company
          Long-term Incentive Plan dated April 17, 1996 -
          incorporated by reference to Exhibit 10.L of the 
          Company's Report on Form 10-K dated May 31, 1996.

 10.M     Andrew C. Genor, Performance Share Agreement         -
          under the Wyman-Gordon Company Long-term 
          Incentive Plan dated April 17, 1996  -
          incorporated by reference to Exhibit 10.M of the 
          Company's Report on Form 10-K dated May 31, 1996.

 10.N     David P. Gruber, Performance Share Agreement         -
          under the Wyman-Gordon Company Long-term 
          Incentive Plan dated April 17, 1996 -
          incorporated by reference to Exhibit 10.N of the 
          Company's Report on Form 10-K dated May 31, 1996.
</TABLE>
                                     -82-<PAGE>
<PAGE>  83
<TABLE>
<CAPTION>
                          EXHIBIT INDEX (Continued)
EXHIBIT                   DESCRIPTION                        PAGE
<S>       <C>                                                <C>
 10.O     Sanjay N. Shah, Performance Share Agreement          -
          under the Wyman-Gordon Company Long-term 
          Incentive Plan dated April 17, 1996 -
          incorporated by reference to Exhibit 10.O of the
          Company's Report on Form 10-K dated May 31, 1996.

 10.P     J. Douglas Whelan, Performance Share Agreement       -
          under the Wyman-Gordon Company Long-term 
          Incentive Plan dated April 17, 1996 -
          incorporated by reference to Exhibit 10.P of the 
          Company's Report on Form 10-K dated May 31, 1996.

 10.Q     Wallace F. Whitney, Jr., Performance Share           -
          Agreement under the Wyman-Gordon Company 
          Long-term Incentive Plan dated April 17, 1996 -
          incorporated by reference to Exhibit 10.Q of the 
          Company's Report on Form 10-K dated May 31, 1996.

 10.R     Frank J. Zugel, Performance Share Agreement          -
          under the Wyman-Gordon Company Long-term 
          Incentive Plan dated April 17, 1996 -
          incorporated by reference to Exhibit 10.R of the 
          Company's Report on Form 10-K dated May 31, 1996.

 10.S     Andrew C. Genor, Stock Option Agreement              - 
          under the Wyman-Gordon Company Long-term 
          Incentive Plan dated April 17, 1996 -
          incorporated by reference to Exhibit 10.S of the 
          Company's Report on Form 10-K dated May 31, 1996.

 10.T     David P. Gruber, Stock Option Agreement              -
          under the Wyman-Gordon Company Long-term 
          Incentive Plan dated April 17, 1996 -
          incorporated by reference to Exhibit 10.T of the 
          Company's Report on Form 10-K dated May 31, 1996.

 10.U     Sanjay N. Shah, Stock Option Agreement               -
          under the Wyman-Gordon Company Long-term 
          Incentive Plan dated April 17, 1996 -
          incorporated by reference to Exhibit 10.U of the 
          Company's Report on Form 10-K dated May 31, 1996.

 10.V     J. Douglas Whelan, Stock Option Agreement            -
          under the Wyman-Gordon Company Long-term 
          Incentive Plan dated April 17, 1996 -
          incorporated by reference to Exhibit 10.V of the 
          Company's Report on Form 10-K dated May 31, 1996.

 10.W     Wallace F. Whitney, Jr., Stock Option Agreement      -
          under the Wyman-Gordon Company Long-term 
          Incentive Plan dated April 17, 1996 -
          incorporated by reference to Exhibit 10.W of the 
          Company's Report on Form 10-K dated May 31, 1996.
</TABLE>
                                     -83-<PAGE>
<PAGE>  84
<TABLE>
<CAPTION>
                          EXHIBIT INDEX (Continued)

EXHIBIT                   DESCRIPTION                        PAGE
<S>       <C>                                                <C>
 10.X     Frank J. Zugel, Stock Option Agreement               -
          under the Wyman-Gordon Company Long-term 
          Incentive Plan dated April 17, 1996 -
          incorporated by reference to Exhibit 10.X of the
          Company's Report on Form 10-K dated May 31, 1996.

 10.Y   Amendment to Performance Share Agreement under        -
        the Wyman-Gordon Company Long-term Incentive
        Plan dated May 24, 1994 between Wyman-Gordon
        Company and David P. Gruber - incorporated by
        reference to Exhibit 10.Y of the Company's Report 
        on Form 10-K dated May 31, 1996.

 10.Z   Stock Purchase Agreement dated as of January 10,       -
        1994 between Cooper Industries, Inc. and the
        Company - incorporated by reference to Annex A 
        to the Company's preliminary Proxy Statement 
        filed with the Securities and Exchange 
        Commission on March 8, 1994.

 10.AA  Investment Agreement dated as of January 10,           -
        1994 between Cooper Industries, Inc. and the 
        Company - incorporated by reference to Annex B 
        to the Company's preliminary Proxy Statement 
        filed with the Securities and Exchange 
        Commission on March 8, 1994.

 10.AB  Amendment dated May 26, 1994 to Investment             -
        Agreement dated as of January 10, 1994,
        between the Company and Cooper - incorporated
        by reference to the Company's Report on
        Form 8-K dated May 26, 1994.

 10.AC  Revolving Credit Agreement dated as of May 20,         -
        1994 among Wyman-Gordon Receivables Corporation,
        the Financial Institutions Parties Hereto and
        Shawmut Bank N.A. as Issuing Bank, as Facility
        Agent and as Collateral Agent - incorporated by
        reference to the Company's Report on Form 8-K
        dated May 26, 1994.

 10.AD  Receivables Purchase and Sale Agreement dated          -
        as of May 20, 1994 among Wyman-Gordon Company,
        Wyman-Gordon Investment Castings, Inc. and
        Precision Founders Inc. as the Sellers, Wyman-
        Gordon Company as the Servicer and Wyman-Gordon
        Receivables Corporation as the Purchaser - 
        incorporated by reference to the Company's 
        Report on Form 8-K dated May 26, 1994.
</TABLE>



                                     -84-<PAGE>
<PAGE>  85
<TABLE>
<CAPTION>
                          EXHIBIT INDEX (Continued)

EXHIBIT                 DESCRIPTION                         PAGE
<S>     <C>                                                 <C>
 10.AE  Performance Share Agreement under the Wyman-           -
        Gordon Company Long-Term Incentive Plan between
        the Company and David P. Gruber dated as of
        May 24, 1994 - incorporated by reference to the
        Company's Report on Form 8-K dated May 26, 1994.

 10.AF  Long-term Incentive Plan dated July 19, 1995           -
        - incorporated by reference to Appendix A of
        the Company's "Proxy Statement for Annual
        Meeting of Stockholders" on October 18, 1995.

 10.AG  Wyman-Gordon Company Non-Employee Director             -
        Stock Option Plan dated January 18, 1995 -
        incorporated by reference to Appendix C of
        the Company's "Proxy Statement for Annual
        Meeting of Stockholders" on October 18, 1995.

 10.AH  Wyman-Gordon Company Long-Term Incentive Plan
        dated January 15, 1997 - incorporated by 
        reference to Appendix A of the Company's "Proxy
        Statement for Annual Meeting of Stockholders" to
        be held on October 15, 1997.                           -

 21     List of Subsidiaries                                 E-1

 23     Consent of Ernst & Young LLP                          86 

 27     Financial Data Schedule                              E-2




(b)  Reports on Form 8-K

     On April 14, 1997, the Company refiled a Form 8-K, originally
filed on January 24, 1997, that included an unaudited Statement of
Operations for the twelve months ended December 31, 1996 in
accordance with Section 11(a) and Rule 158 of the Securities Act of
1933.














                                     -85-<PAGE>
<PAGE>  86


                       CONSENT OF INDEPENDENT AUDITORS


     We consent to the incorporation by reference in the
Registration Statements (Form S-8, File Numbers 2-56547, 2-75980,
33-26980, 33-48068 and 33-64503) pertaining to the Wyman-Gordon
Company Executive Long-Term Incentive Program (1975) - Amendment
No. 6, the Wyman-Gordon Company Stock Purchase Plan, the Wyman-
Gordon Company Savings/Investment Plan, the Wyman-Gordon Company
Long-Term Incentive Plan and the Wyman-Gordon Company Employee
Stock Purchase Plan; and the Registration Statements (Form S-3,
File Numbers 33-63459 and 333-32149) of Wyman-Gordon Company and in
the related Prospectuses of our report dated June 23, 1997, with
respect to the consolidated financial statements of Wyman-Gordon
Company and subsidiaries included in this Annual Report (Form 10-K)
for the year ended May 31, 1997.



/S/ERNST & YOUNG LLP

Boston, Massachusetts
August 7, 1997


































                                     -86-<PAGE>
<PAGE>  87

                                  SIGNATURES

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

                             Wyman-Gordon Company
                                 (REGISTRANT)

     By       /S/  ANDREW C. GENOR                 August 8, 1997
                   Andrew C. Genor                     Date
        Vice President, Chief Financial Officer
                    and Treasurer

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

</TABLE>
<TABLE>
<CAPTION>
<S>                               <C>               <C>
 /S/ JOHN M. NELSON         Chairman of the         August 8, 1997
     John M. Nelson       Board of Directors            Date


 /S/ DAVID P. GRUBER          President,            August 8, 1997
     David P. Gruber    Chief Executive Officer         Date
                             and Director


 /S/ ANDREW C. GENOR        Vice President,         August 8, 1997
     Andrew C. Genor    Chief Financial Officer         Date
                           and Treasurer and
                      Principal Financial Officer


 /S/ JEFFREY B. LAVIN    Corporate Controller       August 8, 1997
     Jeffrey B. Lavin        and Principal              Date
                          Accounting Officer


 /S/ E. PAUL CASEY             Director             August 8, 1997
     E. Paul Casey                                      Date


 /S/ WARNER S. FLETCHER        Director             August 8, 1997
     Warner S. Fletcher                                 Date


 /S/ ROBERT G. FOSTER          Director             August 8, 1997
     Robert G. Foster                                   Date


 /S/ RUSSELL E. FULLER         Director             August 8, 1997
     Russell E. Fuller                                  Date
</TABLE>

                                     -87-<PAGE>
<PAGE>  88
<TABLE>
<CAPTION>
<S>                               <C>               <C>
 /S/ CHARLES W. GRIGG          Director             August 8, 1997
     Charles W. Grigg                                    Date


 /S/ M HOWARD JACOBSON         Director             August 8, 1997
     M Howard Jacobson                                   Date


 /S/ JUDITH S. KING            Director             August 8, 1997
     Judith S. King                                      Date


 /S/ H. JOHN RILEY, JR.        Director             August 8, 1997
     H. John Riley, Jr.                                  Date


 /S/ JON C. STRAUSS            Director             August 8, 1997
     Jon C. Strauss                                      Date


 /S/ DAVID A. WHITE, JR.       Director             August 8, 1997
     David A. White, Jr.                                 Date
</TABLE>

































                                     -88-