As filed with the Securities and Exchange Commission on October 23, 2006

Registration No. 333-                    

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

MOOG INC.

(Exact name of registrant as specified in its charter)

East Aurora, New York 14052-0018

(716) 652-2000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Robert R. Banta, Executive Vice President and

Chief Financial Officer

East Aurora, New York 14052-0018

(716) 652-2000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

John B. Drenning, Esq.

Robert J. Olivieri, Esq.

Hodgson Russ LLP

One M&T Plaza, Suite 2000

Buffalo, New York 14203

(716) 856-4000

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

      If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    £o

      If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    :þ

      If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.    •o

      If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    •o

      If delivery ofthis Form is a registration statement pursuant to the prospectus is expected to be madeGeneral Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 434, please462(e) under the Securities Act, check the following box.    •þ

      If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.    o

CALCULATION OF REGISTRATION FEE

(1)

If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be in such higher principal amount as shall result in an aggregate initial public offering price of $150,000,000 at the time of initial offering. In no event will the aggregate offering price of all securities issued from time to time under this registration statement exceed $150,000,000.

      The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

_______________

        The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

PROSPECTUS

Subject to Completion, Dated March 17, 2004

$150,000,000

MOOG INC.

DEBT SECURITIES445,725 SHARES

CLASS A COMMON STOCK

       This prospectus provides you with a general description of debt securities in an aggregate amount notrelates to exceed $150,000,000 that we may offerthe resale from time to time. Each time weof up to 445,725 shares of our Class A common stock by the selling shareholder described in the section entitled “Selling Shareholder” beginning on page 10 of this prospectus.  The shares were issued to the selling shareholder in connection with our acquisition of McKinley Medical Corporation in a merger transaction.

      The selling shareholder may offer and sell debt securities, we will provide a prospectus supplement that will contain specific information about the termsany of the sale and that may addshares of the Class A common stock from time to time at fixed prices, at market prices or update the information in this prospectus. You should read this prospectus and the applicable prospectus supplement carefully before you invest.

                We may offer the debt securities in amounts, at negotiated prices, and on terms determined by market conditions at the time of the offering. We may sell debt securities through agents we selectengage a broker, dealer or through underwriters and dealers we select. If we use agents, underwriters or dealersunderwriter to sell the debt securities,shares.  For additional information on the possible methods of sale that may be used by the selling shareholder, you should refer to the section entitled “Plan of Distribution” on page 11 of this prospectus.  We will not receive any proceeds from the sale of the shares of Class A common stock by the selling shareholder.

      Our Class A common stock is listed on the New York Stock Exchange under the trading symbol “MOG.A.”   On October 19, 2006 the last reported sale price for our Class A common stock was $36.71 per share.

You should consider carefully the risks that we will name them and describe their compensationhave described in a“Risk Factors” beginning on page 5 of this prospectus supplement.

                Investingbefore deciding whether to invest in our debt securities involves risks, which we will describe in supplements to this prospectus.stock.

      Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined ifpassed upon the adequacy or accuracy of this prospectus is truthful or complete.prospectus. Any representation to the contrary is a criminal offense.

This

The date of this prospectus is dated ____________, 2004.October 23, 2006.

TABLE OF CONTENTS

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-3 that we Moog Inc., filed with the SEC using a "shelf" registration process. UnderSecurities and Exchange Commission, or the SEC. Pursuant to this shelf process, weprospectus, the selling shareholder named on page _ may sell debt securities, in one or more offerings up to a total dollar amount of $150,000,000.445,725 shares of our Class A common stock. This prospectus providesand the documents incorporated by reference herein include important information about us, the Class A common stock being offered and other information you should know before investing. You should read this prospectus together with the additional information about us described in the sections below entitled “Available Information” and “Incorporation of Certain Information by Reference.” You should rely only on information contained in, or incorporated by reference into, this prospectus. We have not authorized anyone to provide you with a general descriptioninformation different from that contained in, or incorporated by reference into, this prospectus. The information contain ed in this prospectus is accurate only as of the debt securities we may offer. Each time we sell debt securities, we will provide a prospectus supplement that will contain specific information aboutdate on the termsfront cover of the securities offered. Each prospectus supplement may also add to, update or change theand information contained orwe have incorporated by reference in this prospectus.prospectus is accurate only as of the date of the document incorporated by reference. You should read bothnot assume that the information contained in, or incorporated by reference into, this prospectus and the applicable prospectus supplement together with the information described under the heading "Where You Can Find More Information" directly below. In addition, a numberis accurate as of the documents and agreements that we refer to or summarize in this prospectus have been filed with the SEC as exhibits to the registration statement. Before you invest in any of our debt securities, you should read the relevant documents and agreements.other date.

References to "Moog"“Moog” refer to Moog Inc. Unless the context otherwise requires, references to "we," "us"“we,” “us” or "our"“our” refer collectively to Moog Inc. and its subsidiaries.

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AVAILABLE INFORMATION

 You should rely only on the information contained or incorporated by reference in this prospectus

We are a public company and any prospectus supplement. We have not authorized anyone elseare required to provide you with different information. Neither we, nor any other person on our behalf, is making an offer to sell or soliciting an offer to buy any of the debt securities described in this prospectus or in any prospectus supplement in any state where the offer is not permitted. You should not assume that the information in this prospectus or any prospectus supplement, or any document incorporated by reference in this prospectus and the applicable prospectus supplement, is accurate as of any date other than their respective dates. There may have been changes in our affairs since such date.

WHERE YOU CAN FIND MORE INFORMATION

                We file annual, quarterly and specialcurrent reports, proxy statements and other information with the SEC. Our SEC filings are availablepursuant to the public overSecurities Exchange Act of 1934, as amended (hereinafter referred to as the Internet from the SEC's web site at http://www.sec.gov“Exchange Act”). You may also read and copy any document we file at the SEC's public reference room locatedSEC’s Public Reference Room at 450 Fifth100 F Street, N.W.N.E., Washington, D.C. 20549. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for furthermore information onabout the operation of the public reference room and theirits copy charges. Our SEC filings are also available to the public on the SEC’s web site at “http:/ /www.sec.gov.” In addition, our stock is listed for trading on the New York  Stock Exchange. You can read and copy reports and other information concerning us at the offices of the National Association of Securities Dealers, Inc. located at 1735 K S treet, Washington, D.C. 20006.

The SEC allows us to "incorporate“incorporate by reference"reference” in this prospectus the information in documents filed with it. This means that we can disclose important information to you by referring you to these documents. The information incorporated by reference is considered to be a part of this prospectus, and information in documents that we file later with the SEC will automatically update and supersede information contained in documents filed earlier with the SEC or contained in this prospectus or any prospectus supplement.

We incorporate by reference in this prospectus the documents listed below and any future filings that we may make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, untilor the Exchange Act, prior to the termination of this offering. These additional documents include periodic reports, such as annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K (other than information furnished under Items 2.02 and 7.01, which is deemed not to be incorporated by reference in this prospectus). You should review these filings as they may disclose a change in our business, prospects, financial condition or other affairs after the date of this prospectus.

This prospectus incorporates by reference the documents listed below that we have filed with the SEC but have not been included or our agents, sell all of the securities that may be offered bydelivered with this prospectus:document:

You may request a copy of these documents, at no cost to you, by writing or telephoning us at:

Moog Inc.

Seneca St. at Jamison Rd.

Corporate Offices

East Aurora, NY 14052

Attention: Investor Relations

(716) 652-2000

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      Any statement made in this prospectus or any prospectus supplement concerning the contents of any contract, agreement or other document is only a summary of the actual document. You may obtain a copy of any document summarized in this

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prospectus or any prospectus supplement at no cost by writing to or telephoning us at the address and telephone number given above. Each statement regarding a contract, agreement or other document is qualified in its entirety by reference to the actual document.

FORWARD-LOOKING STATEMENTS

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 We believe that

SUMMARY

This summary highlights only some of the information containedincluded or incorporated by reference in this prospectus. You should carefully read this prospectus constitutes "forward-looking statements" withintogether with the meaning of the Private Securities Litigation Reform Act of 1995 regarding future events and our future plans, objectives and expected performance. Specifically, statements that are not historical facts, including statements accompanied by words such as "may," "will," "should," "believe," "expect," "anticipate," "intend," "estimate," "plan," "predict," "potential," "continue," "project," "outlook," "forecast," "presume," "assume" or the negative of these terms or other comparable terminology are intended to identify forward-looking statements and convey the uncertainty of future events or outcomes. These statements are only predictions, are subject to a wide range of risks, and actual results may differ materially. In evaluating these statements, you should specifically consider the risks outlinedadditional information about us described in the "Risk Factors" section of this prospectus.

MOOG INC.

sections entitled “Available Information” before purchasing our Class A common stock.

 Moog is

Overview

We are a leading worldwide designer and manufacturer of high performance, precision motion and fluid controls and control products and systems for a broad range of applications in aerospace, defense and industrial markets. Our precision motion controls are used inproducts and systems include military and commercial aircraft flight control,controls, satellite positioning controls, controls for steering tactical and strategic missiles, thrust vector controls for space launch vehicles and missiles,controls for positioning gun barrels and automatic ammunition loading for military combat vehicles. Our products are also used in a wide variety of industrial applications, including injection molding machines for the plastics markets, metal forming, power generating turbines, simulators used to train pilots and certain medical equipment, motion simulatorsapplications.

Our customers fall into three groups, Original Equipment Manufacturers, or OEMs, that are customers of our aerospace and power-generating turbines.defense markets, OEM customers of our industrial business and aftermarket customers in all of our markets. Aerospace and defense OEM customers collectively represented 46% of our fiscal 2005 sales. The majority of these sales are to a small number of large companies. Due to the long-term nature of many of the programs, many of our relationships with aerospace and defense OEM customers are based on long-term agreements. Our global baseOEM sales of industrial controls, which represented 33% of our fiscal 2005 sales, are to a wide diversity of customers includes large original equipment manufacturers, such asaround the Boeing Company, Lockheed Martin Corporationworld and General Dynamics Corporation, a diverse base of industrial and medical machine manufacturers, along with the U.S. and foreign governments. We design and manufacture our precision controls within four operating segments: Aircraft Controls, Space Controls, Industrial Controls and Components. Our Components segment consists of the business of the former Poly-Scientific division of Litton Industries, Inc., acquired by Moog on September 30, 2003, which was early in our 2004 fiscal year.

                We have an excellent reputation in the markets we serveare normally based on our strong engineering and design capabilities, and product reliability. We maintain close customer relationships which allow us to evaluate their precision control requirements and identify new business opportunities. Our precision control products include servovalves, servoactuators, motors and slip rings that control the position, velocitylead times of 90 days or force of moving objects with accuracy that can be measured in millionths of an inch. These products are extremely accurate, responding to commands in as little as thousandths of a second and as frequently as one hundred times a second.

                Since our founding in 1951, our focus has been to design solutions to our customers' complex motion control requirements. The technology behind our products originated from our involvement on various missile programs and NASA space missions in the 1950's and 1960's. We have adapted our technologies to product applications in aircraft and industrial markets. Our products have been used in almost every U.S. military and commercial aircraft, along with numerous foreign military aircraft. Today, our products are on the F-15 Eagle, F-16 Falcon, F/A 18 C/D Hornet, B-2 Stealth Bomber, the Boeing 7 Series and Airbus aircraft.less. We also supply flight controls for newer aircraft such as the F/A-18 E/F Super Hornet, the V-22 Osprey tiltrotor, the F-35 Joint Strike Fighter,provide aftermarket support, consisting of spare and various business jets. We supply steering controls for strategic and tactical missiles programs, the Space Shuttle, geosynchronous satellites and various launch vehicles. In industrial and medical markets, our products are found on a wide range of applications with demanding control or data transmission requirements.

                The markets we serve provide substantial opportunity for aftermarket sales. Aftermarket sales of spares, replacement parts and repair and overhaul services, for all of our product applications. Our major aftermarket customers are the U.S. Government and the commercial airline s. In fiscal 2005, aftermarket sales accounted for 21% of total sales. Sales arising from U.S. Government prime or subcontracts, including military sales to Boeing and Lockheed Martin, were 22.6%approximately 34% of our fiscal 2005 sales.

      We have five reportable segments: (1) Aircraft Controls, (2) Space and Defense Controls, (3) Industrial Controls, (4) Components and (5) Medical Devices.

Our Aircraft Controls Segment

Within Aircraft Controls, we design, manufacture and integrate primary and secondary flight controls for military and commercial aircraft, and provide aftermarket support. Our systems control large commercial transports, supersonic fighters, multi-role military aircraft, business jets and rotorcraft.

We are well positioned on both development and production programs. Typically, development programs require concentrated periods of research and development by our engineering teams and involve design, development, testing and integration. We are currently working on several large development programs including the F-35 Joint Strike Fighter, India’s Light Combat Aircraft, Boeing’s 787 Dreamliner, Airbus’ A400M and two unmanned aerial vehicles, the X-45 and X-47. The F-35 is the largest of these programs. The 787 and the A400M programs began design and development in 2004. Production programs are generally long-term manufacturing efforts that extend for as long as the aircraft builder receives new orders. Our large military production programs include the F/A-18 E/F Super Hornet, F-15 Eagle and the V-22 Osprey. Our large commercial production programs include the full line of Boeing 7-series aircraft.

Our Space and Defense Controls Segment

Our Space and Defense Controls segment provides controls for satellites and space vehicles, launch vehicles, tactical and strategic missiles, missile defense and defense controls. For the commercial and military satellite markets, we design, manufacture and integrate chemical and electric propulsion systems and space flight motion controls. Launch vehicles and missiles use our steering and propulsion controls, and the Space Station uses our couplings, valves and actuators. We design and build steering and propulsion controls for tactical and strategic missile programs, including VT-1, Hellfire and TOW. We supply valves on the final stage kill vehicle used in the U.S. National Missile Defense development initiative. We design and manufacture systems to position gun barrels and automatically load ammunition on military vehicles.

Our Industrial Controls Segment

Industrial Controls is a diverse segment, serving customers around the world and in many markets. Six major markets — plastics making machinery, power generating turbines, metal forming, heavy industry, test and simulation — generate over half of our total fiscal 2003 sales. The high technological contentsales in this segment. For the plastics making machinery market, we design, manufacture and integrate systems for all axes of our productsinjection and our reputationblow molding machines using leading edge technology, both hydraulic and electric. In the power generation turbine market, we design, manufacture and integrate complete control assemblies for reliability encourages customersfuel, steam and end-users tovariable geometry control applications that include wind turbines. Metal forming markets use our routine repairdesigned and maintenance services. Wemanufactured systems that provide product support toprecise control of position, velocity, force, pressure, acceleration and other critical parameters. Heavy industry uses our military customers, most major commercial airlines,high precision electrical and our industrial customers.hydraulic servovalves for steel and aluminum mill equipment. For the test markets, we supply controls for automotive testing, structural testing and fatigue testing. Our hydraulic and electromechanical motion simulation bases are used for the flight simulation and training markets. Other markets include material handling, auto racing, carpet tufting, paper mills and lumber mills.

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Our Components Segment

RISK FACTORS

     A prospectus supplement applicable to any debt securities that we may offer will contain a discussion

 Many of the risks applicable to an investment in those debt securities. Prior to making a decision about investing in our debt securities, you should carefully consider the specific factors discussed under the caption "Risk Factors"same markets, including military and commercial aerospace, defense controls and industrial applications, that drive sales as described in the applicable prospectus supplement, together with allprevious three segments affect Components. In addition, Components serves two medical equipment markets.

This segment’s three largest product categories, slip rings, fiber optic rotary joints and motors, serve broad markets. Slip rings and fiber optic rotary joints use sliding contacts and optical technology to allow unimpeded rotation while delivering power and data across a rotating interface. They come in a range of the other information containedsizes that allow them to be used in the prospectus supplement or appearing or incorporated by referencemany applications that include diagnostic imaging, particularly CT scan medical equipment featuring high-speed data communications, de-icing and data transfer for rotorcraft, forward-looking infrared camera installations, radar pedestals, material handling, surveillance cameras, packaging and robotics. Our motors are used in the registration statementequally broad-based markets, many of which this prospectus,are the same as for slip rings. For the medical pump and any prospectus supplement, is a part.

RATIO OF EARNINGS TO FIXED CHARGES

                Our ratio of earnings to fixed charges for each of the periods indicated is as follows:

                For these ratios, "earnings" consist of pre-tax income from continuing operations before fixed charges.

                For these ratios, "fixed charges" consist of:

USE OF PROCEEDS

                Unless otherwise indicated in a prospectus supplement, we expect to use the net proceeds from the sale of the debt securities offered hereby for general corporate purposes, which may include working capital, financing the acquisition of complementary businesses, capital expendituresblower market, and the repayment of debt obligations. Further details relating to the use of the net proceeds of any of the debt securities will be set forth in the applicable prospectus supplement.

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DESCRIPTION OF DEBT SECURITIES

                If we issue any debt securities offered by this prospectusparticularly sleep apnea equipment, Components designs and any accompanying prospectus supplement we will issue them under an indenture to be entered into by us and _________________, as trustee. The terms of the debt securities will include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as in effect on the date of the indenture. We have filed a copy of the proposed form of indenture as an exhibit to the registration statement in which this prospectus is included. We may use another indenture formanufactures a series of debt securitiesminiature brushless motors that provide extremely low noise and if we do so, we willreliable long life operation. Industrial markets use our motors for material handling, fuel cells and electric pumps. Military applications use our motors for gimbals, missiles and radar pedestals. Components has several other product lines including electromechanical actuators for military, aerospace and commercial applications, fiber optic modems that provide detailselectrical-to-optical conversion of communication and data signals, avionic instrumentation, optical switches and resolvers.

Our  Medical Devices Segment

Medical Devices is our newest segment, formed as a result of the acquisitions of Curlin Medical and McKinley Medical in 2006.  These product lines expand our participation in our target medical markets beyond the supply of component parts and assemblies that have already been an integral part of our Components segment.  Curlin products include infusion pumps that provide controlled delivery of therapeutic drugs to the patient, either in a prospectus supplement.hospital or in an outpatient setting.  The technology employed in infusion pumps today includes microprocessor

controls and sophisticated software.  McKinley products include disposable pumps and accessories used principally to administer therapeutic drugs for chemotherapy and antibiotic applications, and post-operative pain medication for pain management.  We will file the formbelieve that our extensive background in electronic control of any other indenturefluid-flow metering devices combined with the SEC at the time we use it. Each indenture will be subject to and governed by the termsreputation of the Trust Indenture Act of 1939.

                We may offer under this prospectus up to $150,000,000 aggregate principal amount of debt securities; or if debt securities are issued at a discount, or in a foreign currency, foreign currency units or composite currency, the principal amount as may be sold for an initial public offering price of up to $150,000,000. Unless otherwise specifiedthese products in the applicable prospectus supplement, the debt securitiesmedical devices market will represent direct, unsecured obligationsresult in further strategic growth of Moog and will rank equally with all of our other unsecured indebtedness.this new segment.

The Offering

 The following statements relating to the debt securities and the indenture are summaries and do not purport to be complete, and are subject in their entirety to the detailed provisions of the indenture.

General

                We may issue the debt securities in one or more series with the same or various maturities, at par, at a premium, or at a discount. The indenture does not limit the aggregate amount of debt securities that may be issued.  We will describe the particular terms of each series of debt securities in a prospectus supplement relating to that series, which we will file with the SEC. To review the terms of a series of debt securities, you must refer to both the prospectus supplement for the particular series and, if applicable, to the description of debt securities in this prospectus.

                The prospectus supplement will set forth the terms of the debt securities in respect of which this prospectus is delivered, including:

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(11)

the portion of principal amount that will be payable upon declaration of acceleration of the maturity date if other than the principal amount of the debt securities;

	(12)	the currency of denomination of the debt securities;
	(13)	the designation of the currency, currencies or currency units in which payment of principal and, if applicable, premium and interest, will be made;
	(14)	if payments of principal and, if applicable, premium or interest, on the debt securities are to be made in one or more currencies or currency units other than the currency of denomination, the manner in which the exchange rate with respect to these payments will be determined;
	(15)	if amounts of principal and, if applicable, premium and interest may be determined (a) by reference to an index based on a currency or currencies other than the currency of denomination or designation or (b) by reference to a commodity, commodity index, stock exchange index or financial index, then the manner in which these amounts will be determined;
	(16)	the provisions, if any, relating to any security provided for the debt securities;
	(17)	any addition to or change in the covenants described in this prospectus or in the indenture;
	(18)	any addition to or change in the events of default and any change in the right of the trustee or the holders to accelerate, if not otherwise described under "Events of Default";
	(19)	any other terms, which may modify or delete any provision of the indenture insofar as it applies to that series;
	(20)	any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents;
	(21)	the terms and conditions, if any, upon which the debt securities shall be subordinated in right of payment to other indebtedness of Moog;
	(22)	additional provisions, if any, relating to the defeasance of debt securities;
	(23)	provisions relating to any guarantee of debt securities; and
	(24)	any other terms of the debt securities.

                We will have the ability, in addition to the ability to issue debt securities with terms different from those of debt securities previously issued, without the consent of the holders, to reopen a previous issue of debt securities and issue additional debt securities of that series in an aggregate principal amount to be determined by us, unless the reopening was restricted when the series was created.  All debt securities issued as a series, including those issued pursuant to any reopening of a series, will vote together as a single class unless otherwise described in the applicable prospectus supplement.

               We may issue discount debt securities that provide for an amount less than the stated principal amount to be due and payable upon acceleration of the maturity of the debt securities in accordance to the terms of the indenture. We may also issue debt securities in bearer form, with or without coupons. If we issue discount securities or debt securities in bearer form, we will describe United States federal income tax considerations and other special considerations that apply to the debt securities in the applicable prospectus supplement.

                We may issue debt securities denominated in or payable in a foreign currency or currencies or a foreign currency unit or units. If we do so, we will describe the restrictions, elections, general tax considerations, specific terms and other information with respect to the issue of debt securities and the foreign currency or currencies or foreign currency unit or units in the applicable prospectus supplement.

Transfer and Exchange

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                We may issue debt securities that will be represented by either:

                We will specify in the prospectus supplement applicable to a particular offering whether the debt securities offered will be book-entry or certificated securities. Except as set forth under "—Global Debt Securities and Book Entry System" below, book-entry debt securities will not be issuable in certificated form.

Certificated Debt Securities

                If you hold certificated debt securities that have been offered by this prospectus, you may transfer or exchange them at the trustee's office or at the paying agency in accordance with the terms of the indenture. You will not be charged a service charge for any transfer or exchange of certificated debt securities, but may be required to pay an amount sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange.

                You may effect the transfer of certificated debt securities and of the right to receive the principal of, premium, and/or interest, if any, on your certificated debt securities only by surrendering the certificate representing your certificated debt securities and having us or the trustee issue a new certificate to the new holder.

Global Debt Securities and Book Entry System

                The Depository Trust Company, as depository, has indicated that it would follow the procedures described below to book-entry debt securities.

                Only participants that have accounts with the depository for the related global debt security or persons that hold interests through these participants may own beneficial interests in book-entry debt securities. Upon the issuance of a global debt security, the depository will credit, on its book-entry registration and transfer system, each participants' account with the principal amount of the book-entry debt securities represented by the global debt security that is beneficially owned by that participant. The accounts to be credited will be designated by any dealers, underwriters or agents participating in the distribution of the book-entry debt securities. Ownership of book-entry debt securities will be shown on, and the transfer of the ownership interests will be effected only through, records maintained by the depository for the related global debt security (with respect to interests of participants) and on the records of participants (with respect to interests of persons holding through participants). The laws of some states may require that certain purchasers of securities take physical delivery of the securities in definitive form. These laws may impair your ability to own, transfer or pledge beneficial interests in book-entry debt securities.

                So long as the depository for a global debt security, or its nominee, is the registered owner of the global debt security, the depository or its nominee will be considered the sole owner or holder of the book-entry debt securities represented by the global debt security for all purposes under the indenture. Except as described below, beneficial owners of book-entry debt securities will not be entitled to have these securities registered in their names, will not receive or be entitled to receive physical delivery of a certificate in definitive form representing these securities and will not be considered the owners or holders of these securities under the indenture. Accordingly, each person who beneficially owns book-entry debt securities and desires to exercise their rights as a holder under the indenture, must rely on the procedures of the depository for the related global debt security and, if this person is not a participant, on the procedures of the participant through which that person owns its interest, to exercise such rights.

                We understand, however, that under existing industry practice, the depository will authorize the persons on whose behalf it holds a global debt security to exercise certain rights of holders of debt securities. Moog and its agents, the trustee, and any of its agents, will treat as the holder of a debt security the persons specified in a written statement of the depository with respect to that global debt security for purposes of obtaining any consents or directions required to be given by holders of the debt securities under the indenture.

                Payments of principal and, if applicable, premium and interest, on book-entry debt securities will be made to the depository or its nominee, as the case may be, as the registered holder of the related global debt security. Moog and its agents, the trustee, and any of its agents will not have any responsibility or liability for any aspect of the records relating to or payments made on account of

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beneficial ownership interests in the global debt security or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

                We expect that the depository, upon receipt of any payment of principal of, premium, if any, or interest, if any, on a global debt security, will immediately credit participants' accounts with payments in amounts proportionate to the amounts of book-entry debt securities held by each participant as shown on the records of the depository. We also expect that payments by participants to owners of beneficial interests in book-entry debt securities held through these participants will be governed by standing customer instructions and customary practices, as is now the case with the securities held for the accounts of customers in bearer form or registered in "street name." These payments will be the responsibility of the participants.

                If the depository is at any time unwilling or unable to continue as depository or ceases to be a clearing agency registered under the Securities Exchange Act of 1934, we will appoint a successor depository. If we do not appoint a successor depository registered as a clearing agency under the Securities Exchange Act of 1934 within 90 days, we will issue certificated debt securities in exchange for each global debt security. In addition, we may at any time and in our sole discretion determine not to have the book-entry debt securities of any series represented by one or more global debt securities. In that case, we will issue certificated debt securities in exchange for the global debt securities of that series. Global debt securities will also be exchangeable by the holders for certificated debt securities if an event of default with respect to the debt securities has occurred and is continuing. Any certificated debt securities issued in exchange for a global debt security will be registered in the name or names that the depository instructs the trustee. We expect that these instructions will be based upon directions received by the depository from participants.

                We obtained the information in this section concerning the depository and the depository's book-entry system from sources we believe to be reliable, but we do not take any responsibility for the accuracy of this information.

No Protection in the Event of Change of Control

                The indenture does not have any covenants or other provisions providing for a put or increased interest or otherwise that would afford holders of debt securities additional protection in the event of a recapitalization transaction, a change of control of Moog or a highly leveraged transaction. If we offer any covenants of this type or provisions with respect to any debt securities in the future, we will describe them in the applicable prospectus supplement.

Covenants

                Unless otherwise indicated in this prospectus or a prospectus supplement, the debt securities will not have the benefit of any covenants that limit or restrict our business or operations, the pledging of our assets or the incurrence by us of indebtedness. We will describe in the applicable prospectus supplement any material covenants of a series of debt securities.

Consolidation, Merger and Sale of Assets

                We have agreed in the indenture that we will not consolidate with or merge into any other person or convey, transfer, sell or lease our properties and assets substantially as an entirety to any person, unless (among other conditions which may be specified in the prospectus supplement):

Events of Default

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	(2)	we fail to pay any interest on the debt securities within 30 days after it becomes due;
	(3)	we fail to observe or perform any other covenant in the debt securities or the indenture for 90 days after written notice from the trustee or the holders of not less than 25% in aggregate principal amount of the outstanding debt securities of that series; and

(4)

certain events occur involving bankruptcy, insolvency or reorganization of Moog or any of our significant subsidiaries.

                Holders of debt securities of a series may not enforce the indenture or the debt securities except as provided in the indenture.  Subject to certain limitations, holders of a majority in principal amount of the then outstanding debt securities of a series may direct the trustee in its exercise of any trust or power.  The trustee may withhold notice to the holders of the debt securities of any series of any default, except in payment of principal or premium, if any, or interest on the debt securities of that series, if the trustee considers it to be in the best interest of the holders of the debt securities of that series to do so.

                If an event of default (other than an event of default resulting from certain events of bankruptcy, insolvency or reorganization) occurs, and is continuing, then the trustee or the holders of not less than 25% in aggregate principal amount of the outstanding debt securities of any series may accelerate the maturity of the debt securities.

                If this happens, the entire principal amount of all the outstanding debt securities of that series plus accrued interest to the date of acceleration will be immediately due and payable. At any time after an acceleration, but before a judgment or decree based on the acceleration is obtained by the trustee, the holders of a majority in aggregate principal amount of outstanding debt securities of that series may rescind and annul the acceleration if (1) all events of default (other than nonpayment of accelerated principal, premium or interest) have been cured or waived, (2) all overdue interest and overdue principal has been paid and (3) the rescission would not conflict with any judgment or decree.

                If an event of default resulting from certain events of bankruptcy, insolvency or reorganization occurs, the principal, premium and interest amount with respect to all of the debt securities of any series shall be due and payable immediately without any declaration or other act on the part of the trustee or the holders of the debt securities of that series.

                The holders of a majority in principal amount of the outstanding debt securities of a series shall have the right to waive any existing default or compliance with any provision of the indenture or the debt securities of that series (except a default or event of default relating to the payment of principal, interest or premium on such debt securities) and to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, subject to certain limitations specified in the indenture.  However, the trustee may refuse to follow any direction that conflicts with law or the indenture, that may involve the trustee in personal liability, or that the trustee determines in good faith may be unduly prejudicial to the rights of holders of debt securities of the relevant series not joining in the giving of such direction and may take any other action it deems proper that is not inconsistent with any such direction received from holders of debt securities of such series.

                No holder of any debt security of a series will have any right to institute any proceeding with respect to the indenture or for any remedy under the indenture, unless:

RISK FACTORS

Investing in our Class A common stock involves a high degree of risk. Before you invest in our Class A common stock, you should understand and carefully consider the risks described below and the risk factors relating to our industry and business described in our Annual Report on Form 10-K for the year ended September 24, 2005, as well as all of the other information contained in this prospectus, the applicable prospectus supplement and the information incorporated by reference, including our financial statements and the related notes. Any of these risks could materially adversely affect our business, financial condition, results of operations and the trading price of our Class A common stock, and you may lose all or part of your investment.

The voting rights of the Class A common stock are limited.

      The voting rights of the holders of Class A common stock are limited by our certificate of incorporation. Holders of Class A common stock are entitled to elect at least 25% of the board of directors, rounded up to the nearest whole number, so long as the outstanding shares of Class A common stock are at least 10% of the aggregate number of outstanding shares of Class A common stock and Class B common stock combined. Currently, the holders of Class A common stock are entitled, as a class, to elect three directors. The holders of the Class B common stock are entitled, as a class, to elect the remaining eight directors. On all other matters except as is required by law, the Class A and Class B common stock vote together as a single class with each share of Class A common stock entitled to a one-tenth vote per share and each share of Class B common stock entitled to one vote per share.

Our officers and directors and shareholders affiliated with them control the vote of a significant percentage of our voting stock and as a result exert influence over us, and may have interests that conflict with those of other shareholders, including purchasers of Class A common stock.

      As of September 30, 2006, approximately 74.7% of the Class B common stock and approximately 5.7% of the Class A common stock was held in the aggregate by the Moog Inc. Savings and Stock Ownership Plan Trust, the Moog Inc. Retirement Plan Trust, relatives of the late Jane B. Moog subject to The Moog Family Agreement as to Voting and our officers and directors. These shareholders as a group possess the voting power to elect a majority of the board of directors and to effectively control our business policies and affairs, and may have interests that conflict with those of other shareholders, including purchasers of our Class A common stock.

New York law and our certificate of incorporation and by-laws contain provisions that could delay and discourage takeover attempts that shareholders may consider favorable.

      Certain provisions of our certificate of incorporation and by-laws and applicable provisions of New York corporate law may make it more difficult for or prevent a third party from acquiring control of us or changing our board of directors and management. These provisions include:

Any delay or prevention of a change of control transaction or changes in our board of directors or management could deter potential acquirors or prevent the completion of a transaction in which our stockholders could receive a substantial premium over the then-current market price for their shares.

Possible volatility in the price of our common stock could negatively affect us and our shareholders.

The trading price of our Class A common stock may be volatile in response to a number of factors, many of which are beyond our control, including actual or anticipated variations in quarterly financial results, changes in financial estimates by securities analysts and announcements by our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments. In addition, our financial results may be below the expectations of securities analysts and investors. If this were to occur, the market price of our Class A common stock could decrease, perhaps significantly. Additionally, our Class A common stock has historically had low trading volumes. The limited liquidity for holders of our Class A common stock may add to the volatility of the trading price of our common stock. For example, from September 30, 2003 to September 30, 2006, the sales prices of our Class A common stock have ranged from $17.42 per share to $40.65 per share. These effects could materially adversely affect the trading market and prices for our Class A common stock, as well as our ability to issue additional securities or to secure additional financing in the future.

In addition, the U.S. securities markets have experienced significant price and volume fluctuations. These fluctuations often have been unrelated to the operating performance of companies in these markets. Broad market and industry factors may negatively affect the price of our Class A common stock, regardless of our operating performance.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

      This prospectus, including the documents we incorporate by reference, contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements are not historical facts, but only predictions and generally can be identified by the use of statements that include terms such as “believe,” “expect,” “anticipate,” “estimate,” “could,” “plan,” “intend,” “may,” “project,” “predict,” “will” and terms and phrases of similar import. Although we believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate, and the forward-looking statements based on these assumptions could be incorrect. While we have made these forward-looking statements in good faith and they reflect our c urrent judgment regarding such matters, actual results could vary materially from the forward-looking statements. Accordingly, these forward-looking statements are qualified in their entirety by reference to the factors described in “Risk Factors” as well as to other factors described below and the information in the documents incorporated by reference herein. The forward-looking statements included in this prospectus are made only as of their respective dates, and we undertake no obligation to publicly update these forward-looking statements to reflect new information, future events or otherwise.

      Important factors affecting forward-looking statements in this prospectus include, but are not limited to, the following:

                However, these limitations do not apply to a suit instituted by any holder for payment on debt securities of any series on or after the due dates expressed in the debt securities.

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Modification and Waiver

                From time to time, we and the trustee may, without the consent of holders of the debt securities of one or more series, amend the indenture or the debt securities of one or more series, or supplement the indenture, for certain specified purposes, including:

                From time to time we and the trustee may, with the consent of holders of at least a majority in principal amount of the outstanding debt securities, amend or supplement the indenture or the debt securities, or waive compliance in a particular instance by us with any provision of the indenture or the debt securities; but without the consent of each holder affected by the action, we may not modify or supplement the indenture or the debt securities or waive compliance with any provision of the indenture or the debt securities in order to (among other actions which may be specified in the prospectus supplement):

Defeasance and Discharge of Debt Securities and Certain Covenants in Certain Circumstances

                The indenture permits us, at any time, to elect to discharge our obligations with respect to one or more series of debt securities by following certain procedures described in the indenture. These procedures will allow us either:

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	(1)	to defease and be discharged from any and all of our obligations with respect to any debt securities except for the following obligations (which discharge is referred to as "legal defeasance"):
		(a)	the rights of holders of outstanding debt securities to receive payment of principal of, or interest and premium, if any, on such debt securities when such payments are due from the trust described below;
		(b)	to register the transfer or exchange of the debt securities;
		(c)	to replace temporary or mutilated, destroyed, lost or stolen debt securities;
		(d)	the rights, powers, trusts, duties and immunities of the trustee and our obligations in connection therewith;
		(e)	to maintain an office or agency in respect of the debt securities and to hold monies for payment in trust; or
		(f)	in respect of the legal defeasance provisions set forth in the indenture.
	(2)	to be released from our obligations with respect to the debt securities under certain covenants contained in the indenture, as well as any additional covenants which may be contained in the applicable prospectus supplement (which release is referred to as "covenant defeasance").

                In order to exercise either defeasance option, we must irrevocably deposit with the trustee or other qualifying trustee, in trust for this purpose, cash or U.S. Government Obligations (as described below) or Foreign Government Obligations (as described below), or a combination thereof, which in the opinion of a nationally recognized firm of independent public accountants, provides a sufficient amount to pay the principal of, premium, if any, and interest, if any, on the debt securities of a series, on the scheduled due dates or on a selected date of redemption in accordance with the terms of the indenture and we must specify whether such debt securities are being defeased to maturity or a particular redemption date.

                In addition, defeasance may be effected only if, among other things:

                If

USE OF PROCEEDS

We will not receive any proceeds from the sale of the shares of our Class A common stock by the selling shareholder.

DESCRIPTION OF CAPITAL STOCK

Our authorized capital stock consists of 50,000,000 shares of Class A common stock, par value $1.00 per share, 10,000,000 shares of Class B common stock, par value $1.00 per share and 10,000,000 shares of preferred stock, par value $1.00 per share. As of September 30, 2006, we failhad outstanding 38,086,286 shares of Class A common stock and 4,209,585 shares of Class B common stock. As of September 30, 2006, we had 1,782,714 shares of Class A common stock issuable upon exercise of outstanding stock options under our stock option plans at a weighted average price of $18.20 per share, 548,453 shares of Class A common stock reserved and available for future issuance under our stock option plans, and 4,209,585 shares of Class A common stock issuable upon conversion of our shares of Class B common stock then outstanding. As of September 30, 2006, no shares of preferred stock were outstanding. The following description of our capital stock is a summary only and is derived from our certificate of incorporation, which is incorporated by reference into this prospectus.

Common Stock

The Class A common stock and Class B common stock share equally in our earnings and are identical except with respect to comply withrights on voting, dividends and share distributions and convertibility.

Voting Rights. The Class A common stock and Class B common stock vote as a single class on all matters except election of directors and except as required by law. Holders of Class A common stock are entitled to elect at least 25% of the board of directors, rounded up to the nearest whole number, so long as the outstanding shares of Class A common stock are at least 10% of the aggregate number of outstanding shares of Class A common stock and Class B common stock combined. The holders of Class B common stock elect the remaining directors. Currently, the holders of Class A common stock are entitled, as a class, to elect three directors. The holders of the Class B common stock are entitled, as a class, to elect our remaining obligations undereight directors. On all other matters, the indenture and applicable supplemental indenture afterholders of Class A common stock are entitled to one-tenth of a covenant defeasancevote. Each share of Class B common stock is entitled to one vote. If the outstandin g shares of Class A common stock become less than 10% of the indenture and applicable supplemental indenture, andaggregate number of outstanding shares of both classes combined, the debt securities are declared due and payable becauseholders of Class A common stock would not have the right to elect 25% of the occurrenceboard of any undefeased eventdirectors. Directors would then be elected by all shareholders voting as a single class, with holders of default, the amountClass A common stock having a one-tenth vote per share and holders of money and/Class B common stock having one vote per share.

Dividends and Share Distributions. Dividends may be paid on Class A common stock without paying a dividend on Class B common stock. No dividend may be paid on Class B common stock unless at least an equal dividend is paid on Class A common stock. Payment of dividends is limited by our bank credit facility.  Share distributions in shares of Class A common stock or U.S. Government Obligations and/Class B common stock may be paid only as follows. Shares of Class A common stock are paid to holders of shares of Class A common stock or, Foreign Government Obligations on deposit with the trustee couldif there is no Class A common stock outstanding, to holders of Class B common stock. Shares of Class A common stock are paid to holders of Class A common stock and shares of Class B common stock are paid to holders of Class B common stock. The same number of shares must be insufficient to pay amounts due under the debt securities of that series at the time of acceleration. We will, however, remain liablepaid in respect of these payments.each outstanding share of Class A common stock and Class B common stock.

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    The term "U.S. Government Obligations" as used in

We may not combine or subdivide shares of either class of common stock without at the above discussion means securities which are direct obligations ofsame time proportionally subdividing or non-callable obligations guaranteed by the United States of America for the payment of which obligation or guarantee the full faith and creditcombing shares of the United Statesother class.

Conversion. Each share of AmericaClass B common stock is pledged.

                The term "Foreign Government Obligations" as used in the above discussion means, with respect to debt securities of any series that are denominated in a currency other than U.S. dollars (1) direct obligations of the government that issued or caused to be issued the currency for the payment of which obligations its full faith and credit is pledged or (2) obligations of a person controlled or supervised by or acting as an agent or instrumentality of that government the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by that government, which in either case under clauses (1) or (2), are not callable or redeemableconvertible at the option of the issuer.holder at any time into Class A common stock on a one-for-one basis.

Regarding the Trustee

Preferred Stock

Our board of directors is authorized, without shareholder action, to issue shares of preferred stock in one or more series. The board has the discretion to determine the rights, preferences and limitations of each series, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences. Satisfaction of any dividend preference of outstanding shares of preferred stock would reduce the amount of funds available for the payment of dividends on shares of common stock. In some circumstances, the issuance of shares of preferred stock may render more difficult or tend to discourage a merger, tender offer or proxy contest, the assumption of control by a holder of a large block of our securities or the removal of incumbent management. We will identifyhave no current intention to issue any shares of preferred stock.

Transfer Agent and Registrar

The transfer agent and registrar for our Class A common stock is:

Mellon Investor Services

 111 Founders Plaza

 East Hartford, Connecticut 06108

(860) 282-3509

SELLING SHAREHOLDER

We have issued 445,725 shares of our Class A common stock to the trusteeselling shareholder named below in connection with our acquisition by merger of McKinley Medical Corporation.  We have filed this prospectus in order to permit the selling shareholder to resell to the public these shares of Class A common stock issued in connection with that transaction.

The following table, to our knowledge, sets forth information regarding the beneficial ownership of our Class A common stock by the selling shareholder as of September 30, 2006 and the number of shares being offered hereby by the selling shareholder. For purposes of the following description, the term “selling shareholder” includes pledgees, donees, permitted transferees or other permitted successors-in-interest selling shares received after the date of this prospectus from the selling shareholder. The information is based on information provided by or on behalf of the selling shareholder. Beneficial ownership is determined in accordance with the rules of the SEC, and includes voting or investment power with respect to shares, as well as any seriesshares as to which the selling shareholder has the right to acquire beneficial ownership within sixty (60) days after September 30, 2006 through the exercise or conversion of any stock options, warrants, convert ible debt securitiesor otherwise. Unless otherwise indicated below, the selling stockholder has sole voting and investment power with respect to its shares of common stock. The inclusion of any shares in this table does not constitute an admission of beneficial ownership for the prospectus supplement relatingselling stockholder. We will not receive any of the proceeds from the sale of our common stock by the selling stockholder.

_________________ 

(1)           We do not know when or in what amounts the selling shareholder may offer for sale the shares of Class A common stock pursuant to this offering. The selling shareholder may choose not to sell any of the shares offered by this prospectus. Because the selling shareholder may offer all or some of the shares of common stock pursuant to this offering, and because there are currently no agreements, arrangements or undertakings with respect to the debt securities. The holders of a majority in principal amount of the then outstanding debt securities of any series may direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee. If an event of default occurs and is continuing, the trustee, in the exercise of its rights and powers, must use the degree of care and skill of a prudent person in the conduct of his or her own affairs. Subject to this provision, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the requestsale of any of the holdersshares of Class A common stock, we cannot estimate the number of shares of Class A common stock that the selling shareholder will hold after completion of the debt securities, unless theyoffering. For purposes of this table, however, we have offered toassumed that the trustee reasonable indemnity or security.selling shareholder will have sold all of the shares covered by this prospectus upon the completion of the offering.

 If the trustee becomes a creditor

(2)           Percentages are based on 38,086,286 shares of Moog under the debt securities, the indenture limits its right to obtain paymentClass A common stock that were issued and outstanding as of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise.  The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.September 30, 2006.

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PLAN OF DISTRIBUTION

                WeThe selling shareholder may, from time to time, sell any or all of their shares of Class A common stock on any stock exchange, market or trading facility on which the debt securities being offered herebyshares are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling shareholder may use any one or more of the following ways from time to time:methods when selling shares:

                The prospectus supplement with respect to each series of debt securities will state the terms of the offering of the securities, including:

 If we use underwriters

The selling shareholder may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

The selling shareholder may also engage in short sales against the box, puts and calls and other transactions in our securities or derivatives of our securities and may sell or deliver shares in connection with these trades.

Broker-dealers engaged by the selling shareholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling shareholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling shareholder do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Any profits on the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, attributable to the sale the debt securitiesof shares will be acquiredborne by a selling shareholder. The selling shareholder may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the underwriters for their own account andshares if liabilities are imposed on that person under the Securities Act.

The selling shareholder may be resold from time to time pledge or grant a security interest in onesome or more transactions, including:

                The debt securities may also be offeredall of the shares of common stock owned by them and, sold, if so indicatedthey default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of Class A common stock from time to time under this prospectus after we have filed a prospectus supplement amending the list of selling shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus.

The selling shareholder also may transfer the shares of Class A common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes

of this prospectus and may sell the shares of Class A common stock from time to time under this prospectus after we have filed a prospectus supplement amending the list of selling shareholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus.

The selling shareholder and any broker-dealers or agents that are involved in selling the shares of Class A common stock may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

The selling shareholder has advised us that it has not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of its shares of Class A common stock, nor is there an underwriter or coordinating broker acting in connection with a remarketing upon their purchase, in accordance with a redemption or repayment pursuant to their terms, or otherwise,proposed sale of shares of Class A common stock by one or more remarketing firms, acting as principals for their own accounts or as agents for us. The prospectus supplement will identifythe selling shareholder. If we are notified by the selling shareholder that any remarketing firm and will describe the terms of its agreement, if any, with us and its compensation.

                Unless otherwise stated in a prospectus supplement, the obligations of the underwriters to purchase any debt securities will be conditioned on customary closing conditions and the underwriters will be obligated to purchase all of such series of debt securities, if any are purchased.

                Underwriters, dealers, agents and remarketing firms may be entitled under agreementsmaterial arrangement has been entered into with usa broker-dealer for the sale of shares of Class A common stock, we will file a supplement to indemnification by us against certain civil liabilities, including liabilitiesthis prospectus if required. If the selling shareholder uses this prospectus for any sale of the shares of Class A common stock, it will be subject to the prospectus delivery requirements of the Securities Act.

The anti-manipulation rules of Regulation M under the Securities Exchange Act orof 1934 may apply to contribution with respect to payments which the underwriters, dealers, agents and remarketing firms may be required to make. Underwriters, dealers, agents and remarketing agents may be customers of, engage in transactions with, or perform services in the ordinary course of business for us and/or our affiliates.

                A series of debt securities may be a new issue of securities and will have no established trading market. The securities may or may not be listed on a national securities exchange. Any underwriters to whom securities are sold by us for public offering and sale

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may make a market in the debt securities, but such underwriters will not be obligated to do so and may discontinue any market making at any time without notice.

                We may sell the debt securities as soon as practicable after the effectivenesssales of our registration statement, provided favorable market conditions exist. Any underwriter or agent involved inClass A common stock and activities of the offer or sale of securities will be named in the applicable prospectus supplement.selling shareholder.

LEGAL MATTERS

Unless otherwise indicated in the applicablethis prospectus, supplement, Hodgson Russ LLP, Buffalo, New York will provide us with an opinion regarding the validity of the debt securitiesClass A common stock offered hereby. John Drenning, our Corporate Secretary, is a partner in Hodgson Russ LLP. He and other attorneys in that firm beneficially own an aggregate of approximately 10,500 shares of Class A common stock.

EXPERTS

 The consolidated financial statements of Moog Inc. appearing in Moog Inc.’s Annual Report (Form 10-K) for the year ended September 24, 2005 (including the financial statement schedule appearing therein), and subsidiariesMoog Inc. management’s assessment of the effectiveness of internal control over financial reporting as of September 27, 200324, 2005 included therein (which did not include an evaluation of the internal control over financial reporting of the Power and forData Technologies Group of the year then ended, incorporated by reference in the registration statement,Kaydon Corporation and FCS Control Systems), have been audited by Ernst & Young LLP, independent auditors, and as of September 28, 2002, and for each of the two years in the period ended September 28, 2002, by KPMG LLP and PricewaterhouseCoopers, independent auditors,registered public accounting firm, as set forth in their respectiveits reports thereon, which as to the report on internal control over financial reporting contains an explanatory paragraph describing the above referenced exclusion of the Power and Data Technologies Group of the Kaydon Corporation and FCS Control Systems from the scope of management’s assessment and such firm’s audit of internal control over financial reporting, included therein, and incorporated herein by reference herein,reference. Such financial statements and aremanagement’s assessment have been incorporated in this prospectus by reference in reliance upon such reports given on the authority of such firmsErnst & Young as experts in accounting and auditing.

 The financial statements of Poly-Scientific (a Unit of Northrop Grumman Corporation) as of and for the year ended December 31, 2002, incorporated by reference in this prospectus from Moog's Current Report on Form 8-K/A filed December 12, 2003, have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

Distribution

The following table sets forth our estimates (other than the SEC registration fee) of the expenses in connection with the issuance and distribution of the securities being registered, will be borne by Moogother than underwriting discounts and are set forth in the following table. All amounts shown are estimates except for the SEC registration fee.commissions.

Item 15. Indemnification of Directors and Officers.

Sections 722 through 726 of the New York Business Corporation Law, or BCL, grant New York corporations broad powers to indemnify their present and former directors and officers and those of affiliated corporations against expenses (including attorneys'attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with threatened, pending or completed actions, suits or proceedings to which they are parties or are threatened to be made parties by reason of being or having been such directors or officers, subject to specified conditions and exclusions; give a director or officer who successfully defends an action the right to be so indemnified; and permit a corporation to buy directors'directors’ and officers'officers’ liability insurance. Such indemnification is not exclusive of any other rights to which those indemnified may be entitled under any by-laws, agreement, vote of shareholders or otherwise.

 Section 402(b) of the BCL permits a New York corporation to include in its certificate of incorporation a provision eliminating the potential monetary liability of a director to the corporation or its stockholders for breach of fiduciary duty as a director, provided that such provision shall not eliminate the liability of a director (i) for any breach of the director'sdirector’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for improper payment of dividends, or (iv) for any transaction from which the director receives an improper personal benefit. Moog'sThe Registrant’s Restated Certificate of Incorporation includes the provisions permitted by Section 402(b) of the BCL.

    Moog's

The Registrant’s By-Laws provide that Moogit shall indemnify such directors and officers against expenses, judgments, fines or amounts paid in settlement in connection with any action, suit or proceeding, or threat thereof, to the maximum extent permitted by applicable law.

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Item 16. Exhibits

(a)                                  Exhibits.

        The following exhibits are filed with this Registration Statement:

Item 17. Undertakings.

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				fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;
(iii)3.2		To include any material information with respectAmended By-Laws of the Registrant (incorporated by reference to Exhibit B to the plan of distribution not previously disclosed in the registrationCompany’s proxy statement or any material change to such information in the registration statement.filed under Schedule 14A on December 2, 2003).
5.1		(2)Opinion of Hodgson Russ LLP.	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
23.1		(3)Consent of Hodgson Russ LLP (contained in Exhibit 5.1 to this registration statement).	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
23.2		(b)Consent of Ernst & Young LLP	The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of any employee benefit plan's annual report pursuant to Section 15(d) of the Securities Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
24.1		(c)	Insofar as indemnification for liabilities arising under the Securities ActPower of 1933 may be permitted to directors, officers and controlling personsAttorney (contained in Part II of the registrant pursuant to the provisions referred to in Item 15 hereof, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.this registration statement).
	(d)	The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act (the "Act") in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act.

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Item 17. Undertakings

The undersigned Registrant hereby undertakes:

(1)            To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)             To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)            To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or any decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registr ation statement; and

(iii)           To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2)           That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.

(3)            To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)            That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i)             Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii)            Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(l)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to whi ch the prospectus relates, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.Provided, however, that no statement that is part of the registration statement will, as to a purchaser

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SIGNATURES

with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5)            That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.

(6)            Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a Registrant of expenses incurred or paid by a director, officer or controlling person of a Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, that Registrant will, unless in the opinion of its counsel the matter has b een settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrantRegistrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statementRegistration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in East Aurora, New York on the 17^th day of March, 2004.October 23, 2006.

POWER OF ATTORNEY

We, the undersigned officers and directors of Moog Inc., hereby severally constitute and appoint Robert T. Brady and Robert R. Banta and each of them singly, our true and lawful attorney and agent with full power and authority to sign for us and in our names in the capacities indicated below, the registration statement on Form S-3 of Moog Inc. and any and all amendments or supplements, whether pre-effective or post-effective, to said registration statement (including, without limitation, any registration statement and post-effective amendment thereto filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act")) and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Moog Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signature as then may be signed by our said attorneys or any of them, to said registration statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statementRegistration Statement on Form S-3 has been signed below by the following persons in the capacities and on the dates indicated.

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EXHIBIT INDEX