01-22509. Issuer Delisting; Notice of Application To Withdraw From Listing and Registration on the American Stock Exchange LLC (Moog Inc, Common Stock, Class A and B, $1.00 par Value) File No. 1-5219

August 31, 2001.

Moog Inc., a New York Corporation (“Issuer”), has filed an application with the Securities and Exchange Commission (“Commission”), pursuant to Section 12(d) of the Securities Exchange Act of 1934 (“Act”) ^[1] and Rule 12d2-2(d) thereunder,^[2] to withdraw its Class A and B Common Stock, $1.00 par value (“Security”), from listing and registration on the American Stock Exchange LLC (“Amex”).

On June 16, 2001, the Board of Directors of the Issuer approved a resolution to withdraw the Issuer's Security from listing on the Amex and list it on the New York Stock Exchange, Inc. (“NYSE”). In its application, the Issuer states that trading in the Security on the Amex will cease on August 24, 2001, and trading in the Security is expected to begin on the NYSE at the opening of business on August 27, 2001. In making the decision to withdraw the Security from listing on the Amex, the Issuer considered the potential increased institutional interest and benefit to its capital structure.

The Issuer stated in its application that it has met the requirements of Amex Rule 18 by complying with all applicable laws in effect in the State of New York, in which it is incorporated and with the Amex's rules governing an issuer's voluntary withdrawal of a security from listing and registration. The Issuer's application relates solely to the Security's withdrawal from listing on the Amex and shall have no effect upon its listing on the NYSE or its registration under Section 12(b) of the Act.^[3]

Any interested person may, on or before September 20, 2001, submit by letter to the Secretary of the Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609, facts bearing upon whether the application has been made in accordance with the rules of the Amex and what terms, if any, should be imposed by the Commission for the protection of investors. The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.^[4]

Jonathan G. Katz,

Secretary.

Footnotes

1.  15 U.S.C. 78 l (d).

2.  17 CFR 240.12d2-2(d).

3.  15 U.S.C. 78 l (b).

4.  17 CFR 200.30-3(a)(1).