PRECISION CASTPARTS CORP - 10-K Annual Report

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________

FORM 10-K

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

For the Fiscal Year Ended April 3, 1994
or

/ / Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the Transition Period From _____ to _____

Commission File No. 1-10348
__________________

PRECISION CASTPARTS CORP.
(Exact name of registrant as specified in its charter)

STATE OF OREGON 93-0460598
(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or No.)
organization)
4600 S.E. Harney Drive
Portland, Oregon 97206-0898
(Address of principal (Zip Code)
executive offices)

Registrant's telephone number,
including area code: (503) 777-3881

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED

Common Stock, New York Stock Exchange
without par value

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
__________________

Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months,
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/ No / /

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

The aggregate market value of voting stock held by non
affiliates of the registrant as of June 3, 1994 was $399,644,086.

As of the close of business on June 3, 1994 Registrant had
13,165,580 shares of Common Stock, without par value,
outstanding.

Documents Incorporated by Reference

Exhibit 13, the "Financial Section of the 1994 Annual Report
to Shareholders of Precision Castparts Corp." for the year ended
April 3, 1994 is incorporated by reference in Parts II and IV and
appended hereto.

Portions of the Registrant's Proxy Statement dated June 20,
1994 in connection of the 1994 Annual Meeting of Shareholders are
incorporated by reference in Part III.

FORM 10-K
ANNUAL REPORT
TABLE OF CONTENTS

PART I PAGE
Item 1. BUSINESS 1
Products 2
Sales and Distribution 7
Backlog 9
Competition 9
Research and Development 11
Employees 11
Patents and Trade Secrets 11
Materials and Supplies 12
Government Regulations 13
Environmental Compliance 13
Item 2. PROPERTIES 15
Item 3. LEGAL PROCEEDINGS 16
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Executive Officers of the Registrant 17

PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS 18
Item 6. SELECTED FINANCIAL DATA 18
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 18
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 18

PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT 19
Item 11. EXECUTIVE COMPENSATION 19
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT 19
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 19

PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K 20
Signatures 22
Financial Statement Schedules 23
Report of Independent Accountants 27

PART I
ITEM 1. BUSINESS

Precision Castparts Corp. (the "Company"), through its
Structurals Division ("Structurals Division") and its subsidiary
PCC-France, S.A. ("PCC-France"), is the leading supplier to the
aerospace industry of large, complex structural investment
castings as well as a leading supplier of other investment
castings from stainless steel and alloys of nickel, cobalt and
titanium. The Company is also one of the two largest
manufacturers of precision cast airfoils through its subsidiary
PCC Airfoils, Inc. ("Airfoils Division"). The Airfoils Division
manufactures and sells blades and vanes used as replacement parts
and as original equipment in commercial and military aircraft jet
engines. Castings are also sold for use in industrial,
automotive, medical and other commercial applications.

The investment casting, or "lost wax" process uses ceramic
molds to manufacture parts with complex shapes, closer tolerances
and finer surface finishes in producing metal parts as compared
to parts manufactured using other methods of casting. A wax or
plastic replica of the part, called the "pattern" is surrounded
by a ceramic material called the "investment" to create a mold.
When the mold is heated, the wax or plastic melts and runs out of
the mold. Molten metal is poured into the resulting cavity. When
the metal cools, the ceramic shell is removed and discarded.
After finishing operations and quality verification, the part is
ready for shipment. In certain airfoil and structural castings,
the wax pattern is formed around a core made of ceramic or other
material, which is later removed to form complex hollow passages
in the finished casting for air cooling or for other purposes
such as transporting fluids.

The Company, through its subsidiary Advanced Forming
Technology, Inc. ("AFT"), is the leading producer of metal
injection molded ("MIM") parts. The MIM process is a relatively
new and fast-growing technology which is highly suited to high
volume production of small complicated metal parts for numerous
industries. In the MIM process, powdered metal and nonmetallic
binders are mixed, heated and injected into a die. Once
solidified, the "green" or unfinished part is taken from the die
and placed in a staging fixture. The binder is removed through
either a thermal or solvent extraction, and the part is sintered
in a vacuum furnace, which changes the powdered metal into a
solid.

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On April 6, 1994, PCC's newly formed subsidiary, PCC
Composites, Inc., acquired the assets of ACC Electronics, Inc., a
manufacturer of advanced technology metal matrix composite parts,
located in Pittsburgh, Pennsylvania. PCC Composites uses a
process called Pressure Infiltration Casting to combine metals
and ceramics to create Metal Matrix Composites (MMCs). Pressure
Infiltration Casting is a multi-step process where first, the
metal is melted in a vacuum. Using an inert gas and controlled
pressurization, the metal is then forced into a pre-formed
reinforcement material to create a composite. The part is
directionally solidified, extracted from the mold, and finished.
MMCs are lightweight, have high thermal conductivity, and offer
tightly controlled thermal expansion, properties which are
believed to be valuable to electronics and other manufacturing
companies.

Products

The Company manufactures its castings to design specifications
established by its customers. Most of the castings produced by
the Company are used in aircraft jet engines. The Company's
structural investment castings are stationary components that
form portions of the fan, compressor, combustion and turbine
sections of the engine where strength and structural integrity
are critical. Many of the Company's precision cast airfoils are
rotating parts that operate in the low and high pressure turbine
sections of the engine under extreme temperature and pressure
conditions. Most aircraft jet engines use both the Company's
structural and airfoil castings.

Structural Castings. The Company's Structurals Division
manufactures large, complex structural castings. These castings
are sold primarily as original equipment to aircraft jet engine
manufacturers. The Structurals Division manufactures investment
castings in various metal alloys that are specified by customers.
As the design of new aircraft engines has emphasized increased
thrust and reduction of noise and exhaust emissions, engine
operating temperatures and pressures have increased. These
conditions require use of engine parts made of alloys that are
able to withstand these operating conditions and provide an
optimum strength-to-weight ratio. Many of these alloys are
particularly suited to investment casting.

The Company has experienced a steady demand from the aerospace
industry for structural parts made from alloys of titanium, a
metal which is lighter than other materials with comparable
performance characteristics. Although the maximum operating

2

temperature of titanium is lower than that for many other alloys
used in jet engines, there is increasing use of titanium in all
but the hotter parts of the engine because of the considerable
weight savings. Titanium is an exceptionally difficult metal to
cast; however, the Company has developed the necessary technology
and know-how to cast large, complex investment castings in
titanium alloys. The Company operates a separate titanium alloy
casting plant in Oregon, and also manufactures titanium alloy
castings at its plant in France. The Company has undertaken a
significant development effort on new titanium castings in recent
years, which the Company believes has solidified its position as
the leading producer of these castings. The Company believes
that it manufactures the largest and most complex titanium alloy
castings currently in production. See "Business -- Competition."

Virtually every manufacturer of jet engines for commercial
aircraft has developed designs to meet the fuel efficiency,
emissions and noise reduction requirements of newly designed
aircraft. Many of these new generation engines, which are
expected to be built through the next decade and beyond, make
significantly greater use of structural investment castings of
the type manufactured by the Company than did prior engine
designs.

General Electric Company ("GE") has used the Company's large,
complex castings on its jet engines for over 25 years. As the
Company has been able to cast larger and more complex parts, GE
has made increasing use of the Company's castings in its jet
engines. GE's CF6-80 series of engines, for wide-body aircraft
produced by The Boeing Company's Commercial Airplane Group
("Boeing"), Douglas Aircraft Company, a division of McDonnell-
Douglas ("Douglas") and Airbus Industrie ("Airbus"), use a
significant number of the Company's complex structural castings.
GE's new GE90 jet engine, designed for use on the new Boeing 777
and other next generation aircraft, uses a significant number of
the Company's complex structural castings.

The Pratt & Whitney Aircraft operation of United Technologies
Corporation ("P&W") has used the Company's complex structural
castings for over 20 years on its military engines, and for over
10 years on its commercial engines. P&W's newest engines, the
PW2000 series used on the Boeing 757 and McDonnell Douglas C-17,
and the PW4000 series used on the Boeing 747, 767 and 777, the
Airbus A300, A310 and A330, and the Douglas MD-11, make extensive
use of castings made by the Company.

3

Rolls-Royce ("R-R"), which manufactures the RB211-524 for the
Boeing 747 and 767 and the RB211-535 for the Boeing 757, had not
included large castings in its engines in the past. R-R's new
Trent series of engines, under development for use on the Airbus
A330 and the Boeing 777, uses large castings produced by the
Company.

CFM International ("CFMI"), a joint venture of GE and SNECMA
of France, has developed the CFM56 series of engines for the
Boeing 737, E-3 and E-6, the Airbus A319, A320, A321 and A340,
and retrofits of the Boeing KC-135 and Douglas DC-8. A number of
the Company's structural castings are used in these engines.

The Company's structural castings are included in military jet
engines that currently power the F-14, F-15, F-16 and F-18
aircraft, and the next generation of military aircraft planned to
be produced in the mid to late 1990's. This includes engines for
the F-22 Advanced Tactical Fighter, and the C-17 transport for
the US Air Force. Cutbacks in military spending have reduced the
Company's sales to United States government end-users from 24
percent of sales in 1993 to 21 percent in 1994. Sales and
earnings in future years could be impacted by further reductions
in military orders.

Castings made by the Company are also included in jet engines
currently used on or under development for a number of foreign
military aircraft, private passenger aircraft, and commercial and
military helicopters.

The Company's strategy to expand its Structurals Division
business includes developing large castings required for new
engine programs, promoting the continued substitution of cast
parts for fabricated parts, identifying additional uses for
castings for smaller, complex shapes, and increasing the use of
castings made from titanium alloys. In addition, the Company
plans to expand its participation in a variety of markets
including industrial, medical, land and marine gas turbine
engines. Significant resources will be devoted to gain market
share in the land based industrial gas turbine market. The
strategy for the Structurals Division also includes gaining
market share through improvements in quality and efficiency along
with reductions in product cycle times. To implement this
strategy, the Company is continuing to develop its technical
capability to manufacture larger and increasingly complex
castings to tighter tolerances and to improve quality and
efficiencies through process improvements and greater employee
involvement.

4

The Company has one plant in France which produces structural
investment castings from alloys of stainless steel, nickel,
cobalt-chromium and titanium. The French plant is the only
facility of this type in Western Europe with the means to cast
these different alloys in the same plant.

Airfoil Castings. The Company's Airfoils Division manufactures
precision cast airfoils for use in aircraft jet engines, and in
industrial and marine gas turbine engines. The airfoil castings
are made in accordance with customer specifications and designs.
These airfoil castings include the stationary vanes and rotating
blades used in the turbine section of the engine. This section
is considered the "hot" section of the engine, where temperatures
may exceed 2,000 degrees F. These conditions require use of
super alloys and special casting techniques to manufacture
airfoil castings with internal cooling passageways that provide
both high performance and longer engine life.

The Airfoils Division uses various casting technologies to
produce its turbine airfoils. Conventional casting processes are
employed to produce equiaxed airfoil castings, in which the metal
grains are oriented randomly throughout the casting. A more
advanced process enables the Company to produce directionally
solidified (DS) airfoil castings, in which the metal grains are
aligned longitudinally. This alignment decreases the internal
stress on the weakest portion of a metal part where the various
grains adjoin, thereby providing increased strength and improved
efficiencies in engine performance over equiaxed parts. An even
more advanced process enables the Company to produce single
crystal airfoil castings, which consist of one large super alloy
crystal without grain boundaries. Single crystal castings provide
greater strength and performance characteristics than either
equiaxed or DS castings, as well as longer engine life. These
airfoils are used both in new and redesigned engines,
particularly in jet engines used in military applications where
performance requirements are highest and blade life is shorter
than in commercial engines.

The sales prices of the Company's DS and single crystal
airfoils range from one and one-half to three times the price of
equivalent equiaxed castings. The Company's ability to produce
single crystal airfoils in quantity at acceptable costs continues
to increase as a result of the Company's advances in casting
techniques. Major customers of the Company continue to order
single crystal airfoils in increasing quantities.

5

The Company's airfoils are qualified for use in most
commercial aircraft jet engines, including CFMI's CFM56 series,
P&W's PW4000, PW2000 and JT9D, as well as GE's CF6 series and the
new GE90 engine. A majority of the sales of airfoils for use in
commercial aircraft engines are for equiaxed castings, although
the percentage of sales for DS and single crystal airfoils has
been increasing.

The Company manufactures airfoils for many military jet
engines, including the F100, F101, F110, F117, F119, F404 and
F414. The airfoils used in military engines are approximately
evenly divided between DS and single crystal airfoils.

The Company's strategy to increase its airfoils business
includes programs to expand the number of airfoil castings for
which it is the prime supplier, to increase its relative
importance to its customers of airfoils for which it is currently
a second source supplier, and to become a second source supplier
for airfoil castings which it does not currently produce. The
strategy includes gaining market share through improvements in
quality and efficiency along with reductions in product cycle
times. In addition, resources will be devoted to gain market
share in the land based industrial gas turbine market which has
been dominated by a single supplier. During fiscal 1994, PCC
made inroads in this market, receiving orders from major
manufacturers including GE, Westinghouse, Nuovo Pignone, European
Gas Turbines, and Fiat.

Other Investment Casting Products. The Company also
manufactures cast parts for turbochargers used on diesel engines
for trucks, buses and off-highway equipment, for engine parts for
high performance automobiles, and a variety of other parts for
commercial and industrial use. Other parts include prosthetic
devices for surgical bone repair and replacement, impellers used
on pumps and compressors, industrial and marine gas turbine
engines, and components for NASA suppliers.

AFT Products. Metal injection molding (MIM) is a technology
that enables the production of small, complex, net shape metal
parts at a significant cost savings over machining, investment
casting or other net shape and near net shape processes. It is a
hybrid manufacturing process which combines elements from various
other fabrication methods, including powder metal processing,
investment casting and plastic injection molding. MIM provides a
technological advantage over other fabrication methods in its
ability to produce small complex parts with thin wall sections,
sharp corners, edges and other interior details that cannot be
produced economically by other processes. AFT's MIM parts have
been used in electronic, medical, firearms, military ordnance,
automotive, fiber optic, aerospace, and other industrial
products.
6

Sales and Distribution

During the fiscal year ended April 3, 1994, the Company served
approximately 200 customers. The Company's major customers are
U.S. and European jet engine manufacturers and are relatively few
in number. Most major customers purchase both structural and
airfoil castings. Two customers, GE and P&W, accounted for
approximately 46 and 52 percent of net sales during the Company's
1994 and 1993 fiscal years. In addition, sales to certain other
customers include parts which ultimately are included in GE and
P&W engines. Including these other sales, GE and P&W account for
approximately 75 percent of net sales in 1994 and 1993. No other
customer accounted for more than 10 percent of net sales.

The table below sets forth the relative contribution to sales
of components for the aerospace industry over the past three
years:

Fiscal Year
________________

Sales 1992 1993 1994
____ ____ ____
Aerospace 88% 88% 85%
Other 12% 12% 15%

The relative importance of aerospace-related business
(particularly aircraft) subjects the Company's business to the
underlying trends within the aerospace industry. Historically,
both commercial and military aircraft sales have shown cyclical
patterns.

While the Company's large, complex structural castings are
generally designed as permanent engine parts and sold as original
equipment to the engine manufacturers, the airfoil components in
the engine have shorter useful lives and are replaced
periodically in the course of engine maintenance. As a result,
sales of the Airfoils Division are affected to a lesser degree by
the cyclical patterns of aircraft sales than are sales of the
Structurals Division. Based upon estimates provided by its major
customers, the Company believes that approximately 50 percent of
its sales of airfoils are used as replacement parts.

Fiscal 1994 saw the continuation of the downturn in the
aerospace industry. Worldwide, the industry has been adversely
affected by recessions, slower growth in revenue passenger miles,
debilitating airline price wars, and resulting cutbacks from the
airline industry. Compounding the situation, military spending
continues to be cut and larger portions of appropriations are
used for purchases other than aircraft hardware. Since more than
85 percent of PCC's business has historically come from the
aerospace industry, that industry's trends have had a direct
7

effect on the Company. In 1994, the Company's sales of
investment castings for aerospace and aircraft gas turbine
engines declined $48.0 million (12%) from 1993. This decline was
partially offset by sales of other industrial and commercial
products which increased $6.9 million (13%) in 1994 due to growth
in the electronics and industrial gas turbine markets. See
"Management's Discussion and Analysis of Financial Condition and
Results of Operations in Exhibit 13, the "Financial Section of
the 1994 Annual Report to Shareholders of Precision Castparts
Corp."

The portion of the Company's net sales for United States
government end-use was 21 percent in 1994, 24 percent in 1993 and
29 percent in 1992. Annual sales to foreign customers, most of
which are in western Europe, were $107.2 million in 1994, $111.7
million in 1993 and $122.8 million in 1992, accounting for 26
percent, 24 percent and 21 percent of the Company's sales in
those years.

The Company's ability to obtain orders depends upon its
reputation for dependability, quality, service and technology,
and upon its consistent use of innovative engineering support to
meet its customers' technical design requirements. The Company
anticipates the requirements of its established and potential
customers and frequently provides services in connection with its
customers' design of new products to encourage maximum use of
investment castings. During the past five years, over 90 percent
of the Company's sales have resulted from business with its
established customers.

The Company's sales of investment castings are made through
sales personnel located in each plant and through field sales
representatives located at U.S. and foreign locations near the
Company's major customers. Due to the sophisticated nature of
the product, the Company's sales effort requires that both field
sales representatives and other technical personnel work closely
with customers to identify and assist in the development of new
castings and to provide other services which are necessary to
obtaining new and repeat production orders. Company
representatives are often on-site at customer locations to
support the Company's sales process.

MIM parts are sold by both the Company's sales force and
manufacturers' representatives in the U.S., Europe and Southeast
Asia. In fiscal 1992, PCC formed a joint venture with Hitachi
Metals, Ltd. for the manufacture of MIM parts in Japan. PCC owns
a 30 percent interest in this joint venture, which began
operations early in fiscal 1993. To date, this joint venture has
not had material sales or a significant effect on PCC's
consolidated results.

8

Backlog

The following table sets forth the Company's backlog of
unfilled orders believed to be firm at the end of each of its
last three fiscal years.

March 29, March 28, April 3,
1992 1993 1994
______ ______ ______
$523.5 $367.3 $280.2

The decline in backlog from 1992 to 1994 was due to the
expiration of multi-year contracts and inventory cycle time
reductions by major customers, reduced demand for spares, and a
slowing of new aircraft engine build rates. In addition, backlog
has declined due to a change in customer order placement patterns
whereby orders are now placed closer to the required delivery
date than they were historically. Approximately $82.0 million in
1994, $109.0 million in 1993, and $117.0 million in 1992 of the
Company's backlog in these years consisted of orders scheduled
for delivery more than one year in the future.

Sales to customers are made on individual purchase orders.
Most of the Company's orders are subject to termination by the
customer upon payment of the cost of work in process plus a
related profit factor. Historically, the Company has not
experienced significant order cancellations.

For fiscal 1995, the Company expects a continuation of
generally depressed economic conditions in the aerospace
industry. However, further growth is expected in non-aerospace
markets. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Outlook" in Exhibit 13, the
"Financial Section of the 1994 Annual Report to Shareholders of
Precision Castparts Corp."

Competition

The Company believes it is the world's leading manufacturer of
large, complex structural investment castings, one of the two
largest producers of cast airfoils, and the second-largest
overall producer of investment castings in the industry. The
Company also believes that it has approximately 50 percent of the
market for structural castings for aircraft gas turbine engines.
The Company regularly competes with two significant competitors
that make large, complex castings among the approximately 200
companies that make investment castings. The Company regularly
competes with one major and six other competitors and two of its
customers that make cast airfoils. The Company believes that
three of its competitors and two of its customers currently have

9

the technological ability and equipment required to produce
single crystal airfoils in commercial quantities.

The Company's principal competitor is the Howmet Corporation
("Howmet"). Howmet is a subsidiary of Pechiney International, a
75 percent owned subsidiary of Pechiney, a nationalized French
company, which has substantially greater financial resources than
does the Company. Howmet is the world's largest manufacturer of
cast airfoils and the largest overall manufacturer of investment
castings. Howmet has traditionally supplied blades, vanes and
other airfoil castings for aircraft jet engines and industrial
gas turbines, and is believed to hold in excess of 50 percent of
the total market for cast airfoils. Howmet sells blades, vanes
and other airfoil castings to the same customers for the same
engines as does the Company, often as the prime supplier. The
Company believes that the length of time required to qualify
parts for engines as well as the cost of duplicating the
equipment and technology required to cast blades, vanes and other
airfoil castings may discourage other competitors from entering
the market.

Howmet also manufactures titanium investment castings, and has
invested in facilities for manufacture of large structural
investment castings. The Company believes that Howmet is capable
of producing castings, in both titanium and other alloys,
comparable with all but the largest and most complex of the
Company's investment castings. The Company believes Howmet has
the financial and technical resources to be able to produce
castings as large and complex as those produced by the Company if
it should decide to do so.

The Company believes it owns the largest wax press, vacuum
induction casting furnace and two of the largest titanium casting
furnaces in the investment casting industry. These and other
items of equipment, in conjunction with technology developed over
years of experience in manufacturing large, complex structural
investment castings, have allowed the Company to maintain its
competitive position in structural investment casting. The
Company's customer relations are based upon years of assistance
to customers in their engineering design of cast parts and
contribute to the maintenance of its competitive position.

The Company believes that the cost of duplicating the
equipment and technology required to produce large, complex
structural investment castings may discourage competitors other
than Howmet from entering that market in the near future. In
recent years, several manufacturers have acquired investment
casting operations which are small in size relative to the three
major producers. These operations have not become significant
producers of airfoil or large structural castings.

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The Company's competitors for large castings also include
companies engaged in manufacturing near net shape parts through
metal forging, machining and other fabrication methods.
Investment casting produces many types of parts at significantly
lower cost than do these alternate production methods. With
respect to smaller investment castings, the Company regularly
competes with a large number of companies whose cast products are
comparable to those of the Company. Competition for sales of
these smaller parts is greater than for larger, more complex
parts.

The Company regularly competes with several competitors that
use the MIM process. The Company believes that AFT is the
largest company in the domestic MIM market.

Research and Development

The Company maintains separate research and development
departments for its Airfoils Division and its Structurals
Division. The research and development effort at both locations
is directed at developing new manufacturing processes and
improving current processes. Total research and development
expenditures amounted to $5.2 million in 1994, $4.3 million in
1993, and $5.2 million in 1992. A substantial amount of the
Company's technological capability is the result of engineering
work performed in connection with process development and
production of new castings pursuant to customer orders. This
engineering work is charged to the cost of the production and is
not included in research and development expenditures.

Employees

At April 3, 1994, the Company employed 3,993 people, including
1,814 people at the Structurals Division, 1,846 people at the
Airfoils Division, 180 people at PCC-France, 138 people at AFT,
and 15 people in corporate support functions. With the addition
of PCC Composites, 22 people were added to the workforce on April
6, 1994. The number of employees by plant is shown in the chart
in "Item 2. Properties." Approximately 500 of the employees at
the Minerva Plant are covered by a collective bargaining
agreement with the Metal Workers Alliance which expires in June
of 1997. All employees of PCC-France are covered by a collective
bargaining agreement. None of the Company's other employees are
covered by a collective bargaining agreement, although from time
to time unions have attempted to organize various groups of the
Company's employees.

Patents and Trade Secrets

Prior to 1988, the Company had not applied for patents
covering its structural casting processes in the belief that

11

ordinarily the processes are more securely protected by retaining
the information as trade secrets and avoiding the technical
disclosures required in patent applications. For similar
reasons, AFT has not applied for patents covering its MIM
processes. The Company's trade secrets consist principally of
technology developed over years of experience in the manufacture
of complex structural investment castings and MIM parts.

In connection with its acquisitions of the Airfoils Division
and PCC Composites, the Company acquired a number of U.S. and
foreign patents. The Company also acquired certain rights and
obligations under license agreements. Since 1988, the Company
has applied for or been issued a number of patents relating to
new technology and processes developed by both the Structurals
and Airfoils Divisions. The Company receives no significant
royalty income from patents.

Materials and Supplies

The primary materials used by the Company are metal alloys,
waxes, ceramics, X-ray film and miscellaneous foundry and
manufacturing supplies. These materials have been available in
adequate quantities to fill production needs, although prices for
some items, primarily metal, have fluctuated significantly in the
past. In addition to purchases of materials from outside
suppliers, the Company manufactures its own wax blends, ceramic
blends, and metal alloys. Many of the processes used in
manufacturing these materials were developed by the Company
through its own research.

The Company's Structurals and Airfoils Divisions are each
highly integrated, including all facets of the production of
precision structural and airfoil investment castings. The
Company vacuum melts metals and other elements to create more
than 50 varieties of nickel- and cobalt-based alloy blends. The
super alloys are designed to endure extreme temperature and
stress conditions and are subjected to high purity standards.
The Company also blends the ceramic materials that are used in
forming shell molds and ceramic cores. The Company operates one
plant specializing in production of ceramic materials from basic
minerals such as zircon and fused silica. Another plant
manufactures the preformed ceramic cores that the Company uses in
its turbine airfoil castings to produce complex internal cavities
and air cooling passages that extend the life of airfoils and
improve engine performance. Currently, approximately 50 percent
of the preformed ceramic cores used by the Airfoils Division are
currently produced by the Company. The Structurals Division
produces the majority of its wax formulations, whereas the
Airfoils Division purchases most of its wax products from
suppliers.

12

Commercial deposits of certain metals, such as cobalt, nickel,
chromium, columbium and molybdenum, which are required for the
alloys used in the Company's castings, are found only in a few
parts of the world. The availability and prices of these metals
are influenced by private or governmental cartels, changes in
world politics, unstable governments in exporting nations, and
inflation. Such influences generally affect all companies using
these metals, including the Company and its competitors.

The Company's AFT operation purchases powdered metal and
binders used in its manufacturing process.

Government Regulations

Certain of the Company's products are manufactured and sold
under U.S. government contracts or subcontracts. As are all
companies that provide products or services to the federal
government, the Company is directly and indirectly subject to
various federal rules, regulations and orders applicable to
government contractors. Certain of these government regulations
relate specifically to the vendor-vendee relationship with the
government, such as the bidding and pricing rules. Under
regulations of this type the Company must observe certain pricing
restrictions, produce and maintain detailed accounting data, and
meet various other requirements. The Company is also subject to
a number of regulations affecting the conduct of its business
generally. For example, the Company must adhere to standards
established by the Office of Federal Contract Compliance Programs
and the Occupational Safety and Health Act relating to labor
practices and occupational safety standards. Violation of
applicable government rules and regulations could result in civil
liability, in cancellation or suspension of existing contracts or
in ineligibility for future contracts or subcontracts funded in
whole or in part with federal funds.

Environmental Compliance

The Company generates, as do all investment casting
manufacturers, certain waste materials it must dispose of,
including certain materials for which disposal requires
compliance with environmental protection laws and regulations.
The Company conducts its operations at industrial sites where
hazardous materials have been managed for many years, including
periods before careful management of these materials was required
or generally believed to be necessary. Consequently, the Company
is subject to various environmental laws that impose compliance
obligations and can create liability for historical releases of
hazardous substances.

During the period 1970-1973, the Company contracted for
disposal of certain industrial waste at the Pasco Landfill

13

located near Pasco, Washington. This landfill has been
designated as a Superfund Site under the Comprehensive
Environmental Response, Compensation and Liability Act of 1980,
as amended. The Washington State Department of Ecology
("Ecology")notified the Company that is has determined that the
Company is a Potentially Liable Party ("PLP") for the Pasco
Landfill Superfund Site. The Company joined with approximately
40 other PLPs that sent industrial wastes to the site, as well as
with the owners, operators and other PLPs, to fund the initial
Remedial Investigation and Feasibility Study, which was completed
and accepted by Ecology in March 1994. The PLPs and Ecology are
currently undertaking negotiations to complete the Remedial
Investigation (Phase II) at the Site and conduct a feasibility
study of potential remedial alternatives.

In 1989, the Oregon Health Division (the "Health Division")
alleged that the Company discharged low level radioactive
material to the Portland city sewer in violation of the Company's
radioactive materials license. The City of Portland also has
alleged that the discharges violated the Company's discharge
permit. Although the Company continues to contest the alleged
violations, it undertook extensive cleaning of portions of the
sewer system. The Health Division recently has revived the
alleged violation, which was not finally resolved by the
cleaning. The Health Division is conducting a risk assessment to
determine whether additional action is necessary. Based on the
results of this risk assessment, the Health Division may attempt
to require the Company to conduct further cleaning of the sewers
or sediments at the sewer outfalls to the Willamette River.

In 1992 the Company's Oregon facilities were subject to a
multi-media inspection by the United States Environmental
Protection Agency ("EPA"). A multi-media inspection is a
comprehensive investigation of the Company's compliance with all
federal environmental laws. In December 1992, EPA issued a
notice of violation to the Company, alleging certain violations
of the Clean Air Act. Although the EPA has indicated an intent
to assess civil penalties in connection with this notice of
violation, the notice itself does not include a proposed penalty
amount. The Company has responded to the alleged violations, and
the EPA has taken no further action at this time. The Company
cannot estimate the level of fines that could be assessed.

In fiscal year 1993, the Company recorded a provision of $9.9
million to provide for environmental clean-up. PCC is working
with certain governmental agencies in these remediation efforts.
The Company believes the remaining reserve is adequate to
eliminate and clean-up this hazardous material.

Page 14

ITEM 2. PROPERTIES

The Company's manufacturing plants and administrative
offices, along with certain information concerning the products,
facilities and full-time staff levels at April 3, 1994, except
for the PCC Composites plant, for which this data is provided at
April 6, 1994, are as follows:

Building Number of
Plant and Location Principal Products (sq. ft.) Employees
STRUCTURALS DIVISION AND CORPORATE
Large Structurals
Business Operation Large castings 401,000 723
Portland, Oregon

Titanium Business Operation Titanium castings 285,000 458
Milwaukie, Oregon

Small Structurals
Business Operation Small and medium-sized 204,000 517
Clackamas, Oregon castings

Division Distribution Center Shipping and 53,000 25
Clackamas, Oregon warehousing

Administrative Center Research and 52,000 106
Clackamas, Oregon development, division
administration and
corporate staff

AIRFOILS DIVISION
Minerva Plant Equiaxed, single crystal 288,000 664
Minerva, Ohio and DS airfoils castings

Crooksville Plant Airfoils finishing for 44,000 170
Crooksville, Ohio Minerva Plant

SMP Plant Single crystal and 119,000 279
Wickliffe, Ohio DS airfoil castings

Douglas Plant Equiaxed airfoil 135,000 423
Douglas, Georgia castings

Mentor Plant Equiaxed, single crystal 65,000 112
Mentor, Ohio and DS airfoil castings

SRI Plant Preformed ceramic cores 73,000 80
Cleveland, Ohio
15

Building Number of
Plant and Location Principal Products (sq. ft.) Employees
Sanford Plant Ceramic materials and 66,000 58
Sanford, North Carolina core finishing for
SRI Plant

Prototype Foundry Research and 15,000 33
Minerva, Ohio development; experimental
production

Administrative Offices Administration 13,000 27
Beachwood, Ohio

PCC - FRANCE
PCC-France Plant Medium and large sized 66,000 180
Ogeu, France castings, Titanium castings

ADVANCED FORMING TECHNOLOGY
AFT Plant Metal injection molded 40,000 138
Longmont, Colorado parts

PCC - COMPOSITES
PCC - Composites Plant Metal matrix composites 12,000 22
Pittsburgh, Pennsylvania parts

The majority of the Company's facilities are owned. The
Mentor plant is leased with the current lease term expiring in
1999.

The Company's existing manufacturing capacity is more than
adequate to meet current market demand for its products. See
"Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources" in
Exhibit 13, the "Financial Section of the 1994 Annual Report to
Shareholders of Precision Castparts Corp."

ITEM 3. LEGAL PROCEEDINGS

For a description of claims relating to environmental matters,
see "Item 1. Business -- Environmental Compliance."

Various lawsuits arising during the normal course of business
are pending against the Company. In the opinion of management,
the outcome of these lawsuits will have no significant effect on
PCC's consolidated financial position.

16

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

Not applicable.

Executive Officers of the Registrant (a)

Officer Position Held
Name Since Age With the Registrant

William C. McCormick (b) 1985 60 President and Chief
Executive Officer

Peter G. Waite (c) 1980 50 Executive Vice
President-
Airfoils Division

Mark Donegan (d) 1992 37 Executive Vice President-
Structurals Division

William D. Larsson (e) 1980 49 Vice President and
Chief Financial Officer

Roy M. Marvin (f) 1967 63 Vice President-
Administration and
Secretary

____________

(a) The officers serve for a term of one year and until their
successors are elected.
(b)Elected President and Chief Executive Officer in 1991 and
Director in 1986. Served as President and Chief Operating
Officer from 1985-1991.
(c)Elected Executive Vice President -- Airfoils Division in 1986.
(d)Elected Executive Vice President -- Structurals Division in
1992.
(e)Elected Vice President -- Finance in 1980. Named Vice
President and Chief Financial Officer in 1993.
(f)Elected Secretary in 1983, Vice President -- Administration in
1980, and Director in 1967. Served as Treasurer from 1967 -
1993.

17

PART II

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

As of June 3, 1994, there were approximately 2,750
shareholders of record of the Company's common stock. The
Company's common stock is listed on the New York Stock Exchange
under the symbol PCP. It is also traded on the Midwest Stock
Exchange, the Pacific Stock Exchange and the Philadelphia Stock
Exchange. Additional information with respect to Market for the
Registrant's Common Stock and Related Stockholder Matters is
incorporated herein by reference to pages 13 and 14 in Exhibit
13, the "Financial Section of the 1994 Annual Report to
Shareholders of Precision Castparts Corp." The Company expects
to continue to pay quarterly cash dividends, subject to its
earnings, financial condition and other factors.

ITEM 6. SELECTED FINANCIAL DATA

Information with respect to Selected Financial Data is
incorporated herein by reference to page 13 of Exhibit 13, the
"Financial Section of the 1994 Annual Report to Shareholders of
Precision Castparts Corp."

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Information with respect to Management's Discussion and
Analysis of Financial Condition and Results of Operations is
incorporated herein by reference to page 15 of Exhibit 13, the
"Financial Section of the 1994 Annual Report to Shareholders of
Precision Castparts Corp."

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Information with respect to Financial Statements and
Supplementary Data is incorporated herein by reference to pages 2
through 14 of Exhibit 13, the "Financial Section of the 1994
Annual Report to Shareholders of Precision Castparts Corp."

18

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information with respect to Directors of the Company is
incorporated herein by reference to "Proposal 1: Election of
Directors" continuing through "Report of the Compensation
Committee on Executive Compensation" in the Company's Proxy
Statement dated June 20, 1994 for the 1994 Annual Meeting of
Shareholders of the Registrant. The information required by this
item with respect to the Company's executive officers follows
Part I, Item 4 of this document.

ITEM 11. EXECUTIVE COMPENSATION

Information with respect to Executive Compensation is
incorporated herein by reference to "Report of the Compensation
Committee on Executive Compensation" continuing through
"Executive Compensation" in the Proxy Statement dated June 20,
1994 for the 1994 Annual Meeting of Shareholders of the
Registrant.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

Information with respect to Security Ownership of Certain
Beneficial Owners and Management is incorporated herein by
reference to "Voting Securities and Principal Shareholders" in
the Proxy Statement dated June 20, 1994 for the 1994 Annual
Meeting of Shareholders of the Registrant.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information with respect to Certain Relationships and Related
Transactions is incorporated herein by reference to "Certain
Transactions" under "Proposal 1: Election of Directors" in the
Proxy Statement dated June 20, 1994 for the 1994 Annual Meeting
of Shareholders of the Registrant.

19

PART IV

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

(a) (1) Financial Statements
The following financial statements incorporated by
reference from Exhibit 13, the "Financial Section of the
1994 Annual Report to Shareholders of Precision
Castparts Corp.," are filed as part of this report.

Page in Exhibit 13, the
"Financial Section of the 1994
Annual Report to Shareholders
Statement of Precision Castparts Corp."

Consolidated Statements of Income 2
Consolidated Balance Sheets 3
Consolidated Statements of Cash Flows 4
Consolidated Statements of
Shareholders' Investment 5
Notes to Financial Statements 6-11
Report of Independent Accountants 12

(a) (2) Financial Statement Schedules
The following schedules are filed as part of this report:

Schedule V -- Property, Plant and Equipment
Schedule VI -- Reserves for Depreciation of Property,
Plant and Equipment
Schedule VIII -- Valuation and Qualifying Accounts
Schedule IX -- Short-Term Borrowings
Schedule X -- Supplementary Income Statement
Information

Report of Independent Accountants on Financial Statement
Schedules

20

(a) (3) Exhibits

(3)A -- Restated Articles of Incorporation of
Precision Castparts Corp.

(3)B -- Bylaws of Precision Castparts Corp.

(4) -- Note Purchase Agreement, dated as of July 20,
1987 between Precision Castparts Corp. and
The Prudential Insurance Company of America.

(10)A -- Precision Castparts Corp. Revised and
Restated Stock Incentive Plan as amended.

(10)B -- Precision Castparts Corp. Non-Employee
Directors' Stock Option Plan.

(10)C -- Precision Castparts Corp. 1994 Stock
Incentive Plan. (Filed as Appendix A in
Registrant's June 20, 1994 Proxy Statement to
Shareholders.)

(11) -- Statement re Calculation of Earnings Per
Share for the Year Ended April 3, 1994.

(13) -- Financial Section of the 1994 Annual Report
to Shareholders of Precision Castparts Corp.
for the year ended April 3, 1994.

(21) -- Subsidiaries of Precision Castparts Corp.

(23) -- Consent of Independent Accountants.

(c) See (a) (3) above.
(d) See (a) (2) above.

21

SIGNATURES

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

PRECISION CASTPARTS CORP.

By /s/ WILLIAM C. MCCORMICK
_____________________
William C. McCormick
(Director, President and
Chief Executive Officer)

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

Signature Title
_________________________________________________________________

/s/HARRY C. STONECIPHER Chairman of the Board
___________________________ Director
Harry C. Stonecipher

/s/WILLIAM C. MCCORMICK Director, President and Chief
___________________________ Executive Officer
William C. McCormick

/s/WILLIAM D. LARSSON Vice President and Chief Financial
___________________________ Officer
William D. Larsson (Principal Financial and
Accounting Officer)

/S/ROY M. MARVIN Director and Vice President-
___________________________ Administration and Secretary
Roy M. Marvin

/s/EDWARD H. COOLEY Director
___________________________
Edward H. Cooley

/S/DON C. FRISBEE Director
___________________________
Don C. Frisbee

/s/HOWARD W. HILL Director
___________________________
Howard W. Hill

/s/CARROLL M. MARTENSON Director
___________________________
Carroll M. Martenson

/s/KENNETH H. PIERCE Director
___________________________
Kenneth H. Pierce

/s/STEVEN G. ROTHMEIER Director
___________________________
Steven G. Rothmeier

/s/DWIGHT A. SANGREY Director
___________________________
Dwight A. Sangrey

22

SCHEDULE V

PRECISION CASTPARTS CORP. AND SUBSIDIARIES
PROPERTY, PLANT AND EQUIPMENT
For the years ended
(000's Omitted)

Column A Column B Column C Column D Column E Column F

Balance at Balance
Beginning Additions Other at End
Classification of Period at Cost Retirements Changes of Period

March 29, 1992
Land $ 4,100 $ -- $ -- $ -- $ 4,100
Buildings and 100 (1)
Improvements 34,400 1,200 500 1,400 (2) 36,600
Machinery and 300 (1)
Equipment 164,800 24,900 8,400 (1,400)(2) 180,200
Construction in Progress 19,600 5,900 -- -- 25,500
-------- -------- -------- -------- --------
Total $222,900 $ 32,000 $ 8,900 $ 400 $246,400
======== ======== ======== ======== ========

March 28, 1993
Land $ 4,100 $ -- $ -- $ -- $ 4,100
Buildings and
Improvements 36,600 1,300 300 -- 37,600
Machinery and
Equipment 180,200 27,200 12,900 -- 194,500
Construction in Progress 25,500 (13,000) -- -- 12,500
-------- -------- -------- -------- --------
Total $246,400 $ 15,500 $ 13,200 $ -- $248,700
======== ======== ======== ======== ========

April 3, 1994
Land $ 4,100 $ -- $ 600 $ -- $ 3,500
Buildings and
improvements 37,600 1,100 1,600 (100)(1) 37,000
Machinery and
equipment 194,500 15,600 8,400 (200)(1) 201,500
Construction in progress 12,500 (9,300) -- (100)(1) 3,100
-------- -------- -------- -------- --------
Total $248,700 $ 7,400 $ 10,600 $ (400) $245,100
======== ======== ======== ======== ========

__________

(1) Effect of changing foreign
exchange rates on balances
in property, plant and
equipment.
(2) Reclassification between
accounts.

23

SCHEDULE VI

PRECISION CASTPARTS CORP. AND SUBSIDIARIES
RESERVES FOR DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT
For the years ended
(000's Omitted)

Column A Column B Column C Column D Column E Column F
Additions
Balance at Charged to Balance
Beginning Additions Other at End
Classification of Period at Cost Retirements Changes of Period

March 29, 1992
Buildings and Improvements $ 9,200 $ 1,900 $ 300 $ -- $ 10,800
Machinery and Equipment 73,700 16,900 5,900 -- 84,700
________ ________ ________ _______ ________
Total $ 82,900 $ 18,800 $ 6,200 $ -- $ 95,500
======== ======== ======== ======= ========
March 28, 1993
Buildings and Improvements $ 10,800 $ 2,100 $ 500 $ -- $ 12,400
Machinery and Equipment 84,700 17,900 11,900 10,300 (1) 101,000
________ ________ ________ ________ ________
Total $ 95,500 $ 20,000 $ 12,400 $10,300 $113,400
======== ======== ======== ======== ========
April 3, 1994
Buildings and Improvements $ 12,400 $ 1,600 $ 700 $ -- $ 13,300
Machinery and Equipment 101,000 23,500 9,200 -- 115,300
________ ________ ________ ________ ________
Total $113,400 $ 25,100 $ 9,900 $ -- $128,600
======== ======== ======== ======== ========

_____________

(1) Provision for excess fixed assets
which is in the provision
for restructuring charges as
described in Exhibit 13, the
"Financial Section of the 1994
Annual Report to Shareholders
of Precision Castparts Corp."

24

SCHEDULE VIII

PRECISION CASTPARTS CORP. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
For the years ended
(000's Omitted)

Column A Column B Column C Column D Column E Column F
Additions Uncollectible
Balance at Charged to Accounts Balance
Beginning Additions Written Other at End
Classification of Period at Cost Off Changes of Period

March 29, 1992
Reserve for Doubtful
Accounts $ 700 $ -- $ 200 $ -- $ 500
======== ======== ======== ======== ========

March 28, 1993
Reserve for Doubtful
Accounts $ 500 $ 200 $ 100 $ -- $ 600
======== ======== ======== ======== ========

April 3, 1994
Reserve for Doubtful
Accounts $ 600 $ 200 $ 100 $ -- $ 700
======== ======== ======== ======== ========

25

SCHEDULE IX

PRECISION CASTPARTS CORP. AND SUBSIDIARIES
SHORT-TERM BORROWINGS
For the years ended
(000's Omitted)

Column A Column B Column C Column D Column E Column F
Average Weighted
Maximum Daily Average
Weighted Amount Amount Interest
Balance at Average Outstanding Outstanding Rate
End of Interest During During During
Classification Period Rate Period Period Period

March 29, 1992
Lines of Credit from
Banks $ 300 8.4% $ 20,500 $ 8,500 6.0%
======== ======== ======== ======== ========

March 28, 1993
Lines of Credit from
Banks $ 800 8.8% $ 17,500 $ 4,200 4.4%
======== ======== ======== ======== ========

April 3, 1994
Lines of Credit from
Banks $ 1,000 8.2% $ 20,000 $ 1,700 4.2%
======== ======== ======== ======== ========

SCHEDULE X

PRECISION CASTPARTS CORP. AND SUBSIDIARIES
SUPPLEMENTARY INCOME STATEMENT INFORMATION
For the years ended
(000's Omitted)

Column A Column B
Charged to Costs and Expenses
March 29, March 28, April 3,
1992 1993 1994

Maintenance and Repairs $ 26,500 $ 20,100 $ 18,100
======== ======== ========
Property Taxes $ 3,700 $ 3,300 $ 3,500
======== ======== ========

26

REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULES

To the Board of Directors of Precision Castparts Corp.

Our audits of the consolidated financial statements referred
to in our report dated May 2, 1994 appearing on page 12 of the
Financial Section of the 1994 Annual Report to Shareholders of
Precision Castparts Corp. (which report and consolidated
financial statements are included as Exhibit 13 in this Annual
Report on Form 10-K) also included an audit of the Financial
Statement Schedules listed in Item 14(a)(2) of this Form 10-K.
In our opinion, these Financial Statement Schedules present
fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated
financial statements.

PRICE WATERHOUSE
Portland, Oregon
May 2, 1994

27

INDEX TO EXHIBITS
EXHIBITS

(3)A -- Restated Articles of
Incorporation of
Precision Castparts Corp.

(3)B -- Bylaws of Precision
Castparts Corp.

(4) -- Note Purchase Agreement,
dated as of July 20,
1987 between Precision
Castparts Corp. and
The Prudential Insurance
Company of America.

(10)A -- Precision Castparts Corp.
Revised and Restated
Stock Incentive Plan
as amended.

(10)B -- Precision Castparts Corp.
Non-Employee Directors'
Stock Option Plan.

(10)C -- Precision Castparts Corp.
1994 Stock Incentive Plan.
(Filed as Appendix A in
Registrant's June 20,
1994 Proxy Statement
to Shareholders.)

(11) -- Statement re Calculation
of Earnings Per Share
for the Year Ended April
3, 1994.

(13) -- Financial Section of the
1994 Annual Report to
Shareholders of
Precision Castparts Corp.
for the year ended April
3, 1994.

(21) -- Subsidiaries of Precision
Castparts Corp.

(23) -- Consent of Independent
Accountants.

(c) See (a) (3) above.
(d) See (a) (2) above.

EXHIBIT (3)A
Restated Articles of Incorporation of Precision
Castparts Corp.

RESTATED ARTICLES OF INCORPORATION
OF
PRECISION CASTPARTS CORP.

ARTICLE I

The name of the corporation is Precision Castparts
Corp.

ARTICLE II

1. The aggregate number of shares which the corporation
shall have the authority to issue is fifty-one million
(51,000,000) shares, divided into fifty million (50,000,000)
shares of Common Stock, without par value, and one million
(1,000,000) shares of No Par Serial Preferred Stock, without
par value.

2. The preference, limitations and relative rights of
the shares of each class shall be as follows:

(i) No Par Serial Preferred Stock.

(a) Determination of Terms of Class. The
corporation's board of directors is hereby expressly
granted authority to determine from time to time and to
the extent permitted by law the preferences, limitations
and relative rights of the No Par Serial Preferred Stock.

(b) Division Into Series. The corporation's
board of directors is hereby expressly granted authority
to divide any or all shares of the corporation's Preferred
Stock into series designated "Series ____ No Par Serial
Preferred Stock" (inserting in each case a distinguishing
designation determined by the board of directors for such
series) and to fix and determine from time to time and to
the extent permitted by law the preferences, limitations
and relative rights of the shares of each series. Failure
of the board of directors to specify any preferences and
rights in the resolution establishing any series of the
Preferred Stock shall be deemed a denial of any such
preferences and rights so omitted.
Page 1

(ii) Common Stock. Subject to all the rights and
preferences of the Preferred Stock, the Common Stock shall have
the following rights and limitations:

(a) Dividends. Whenever there shall have been
paid or set aside for payment to the holders of the
outstanding shares of Preferred Stock and to the holders
of outstanding shares of any other class of stock having
preference over the Common Stock as to the payment of
dividends the full amount of dividends and of sinking fund
or purchase fund or other retirement payments, if any, to
which such holders are respectively entitled in preference
to the Common Stock, then dividends may be paid on the
Common Stock and on any class of series of stock entitled
to participate therewith as to dividends, out of any
assets legally available for the payment of dividends, but
only when and as declared by the board of directors,
provided that dividends payable in Common Stock or in any
other class of stock ranking as to dividends and assets
subordinate to the Preferred Stock may be paid without
regard to the status of payments to the holders of
Preferred Stock or other classes of stock.

(b) Voting Rights. Holders of Common Stock
shall be entitled to one vote per share on any matter
submitted to the shareholders.

(c) Liquidation Rights. In the event of any
liquidation, dissolution or winding up of the corporation,
after there shall have been paid to or set aside for the
holders of the shares of Preferred Stock and any other
class of stock having preference over the Common Stock in
the event of liquidation, the full preferential amounts to
which they are respectively entitled, the holders of the
Common Stock and of any class or series of stock entitled
to participate therewith, in whole or in part, as to the
distribution of assets, shall be entitled to receive the
remaining assets of the corporation available for
distribution.

3. The preemptive right of shareholders to acquire
additional or treasury shares of stock in this corporation is
expressly denied.
Page 2

4. There is hereby created a series of No Par Serial
Preferred Stock of the corporation with the designation,
preferences, limitations and relative rights as follows:

(i) Designation and Amount. The shares of such
series shall be designated as "Series A No Par Serial Preferred
Stock" and the number of shares constituting such series shall
be 200,000.

(ii) Dividends and Distributions.

(a) The holders of shares of Series A No Par
Serial Preferred Stock shall be entitled to receive, when
and as declared by the board of directors, out of funds
legally available for the purpose, dividends in an amount
per share equal to, 100 (the "Adjustment Number")
multiplied by the aggregate per share amount of all cash
dividends, and the Adjustment Number multiplied by the
aggregate per share amount (payable in kind) of all non-
cash dividends or other distributions other than a
dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise), declared on the Common
Stock, without par value, of the corporation (the "Common
Stock") after the first issuance of any share or fraction
of a share of Series A No Par Serial Preferred Stock.

(b) The corporation shall declare a dividend or
distribution on the Series A No Par Serial Preferred Stock
as provided in paragraph (a) above at the same time that
it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock).

(c) Dividends shall not be cumulative. Unpaid
dividends shall not bear interest. Dividends paid on the
shares of Series A No Par Serial Preferred Stock in an
amount less than the total amount of such dividends at the
time accrued and payable on such shares shall be allocated
pro rata on a share-by-share basis among all such shares
at the time outstanding.

(iii) Voting Rights. Except as otherwise provided
by law, each share of Series A No Par Serial Preferred Stock
shall be entitled to a number of votes equal to the Adjustment
Number on any matter submitted to the shareholders and the
Page 3

Series A No Par Serial Preferred Stock, any other series of
Preferred Stock and the Common Stock shall vote together as one
class.

(iv) Certain Restrictions.

(a) Whenever dividends or distributions payable
on the Series A No Par Serial Preferred Stock as provided
in Section (ii) have not been declared or paid for any
fiscal year, until all such dividends and distributions
for such fiscal year on shares of Series A No Par Serial
Preferred Stock outstanding shall have been declared and
paid in full, the corporation shall not in such fiscal
year:

(i) declare or pay dividends on or make
any other distributions on any shares of stock
ranking junior or on a parity (either as to dividends
or upon liquidation, dissolution or winding up) to
the Series A No Par Serial Preferred Stock except
dividends paid ratably on the Series A No Par Serial
Preferred Stock and all such parity stock on which
dividends are payable in proportion to the total
amounts to which the holders of all such shares are
then entitled and dividends or distributions payable
in Common Stock;

(ii) purchase or otherwise acquire for
consideration any shares of Series A No Par Serial
Preferred Stock or any shares of stock ranking on a
parity with the Series A No Par Serial Preferred
Stock, except in accordance with a purchase offer
made in writing or by publication (as determined by
the board of directors) to all holders of such shares
upon such terms as the board of directors, after
consideration of the respective dividend rates and
other relative rights and preferences of the
respective series and classes, shall determine in
good faith will result in fair and equitable
treatment among the respective series or classes.

(b) The corporation shall not permit any
subsidiary of the corporation to purchase or otherwise
acquire for consideration any shares of stock of the
Page 4

corporation unless the corporation could, under paragraph
(a) of this Section (iv), purchase or otherwise acquire
such shares at such time and in such manner.

v. Restriction on Issuance of Shares; Reacquired
Shares. The corporation shall not issue any shares of
Series A No Par Serial Preferred Stock except upon
exercise of rights (the "Rights") issued pursuant to the
Rights Agreement dated as of October 31, 1988, between the
corporation and First Interstate Bank of Oregon, N.A. (the
"Rights Agreement"), a copy of which is on file with the
secretary of the corporation at its principal executive
office and shall be made available to stockholders of
record without charge upon written request. Any shares of
Series A No Par Serial Preferred Stock purchased or
otherwise acquired by the corporation in any manner
whatsoever may be restored to the status of authorized but
unissued shares after the acquisition thereof. All such
shares shall upon any such restoration become authorized
but unissued shares of Preferred Stock and may be reissued
as part of a new series of Preferred Stock to be created
by the board of directors, subject to the conditions and
restrictions on issuance set forth herein.

vi. Liquidation, Dissolution or Winding Up.

(a) Upon any liquidation (voluntary or
otherwise), dissolution or winding up of the corporation,
no distribution shall be made to the holders of shares of
stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A No
Par Serial Preferred Stock unless, prior thereto, the
holders of shares of Series A No Par Serial Preferred
Stock shall have received the Adjustment Number multiplied
by the per share amount to be distributed to holders of
Common Stock, plus an amount equal to declared and unpaid
dividends and distributions thereon to the date of such
payment (the "Series A Liquidation Preference").
Following the payment of the full amount of the Series A
Liquidation Preference, no additional distributions shall
be made to the holders of shares of Series A No Par Serial
Preferred Stock.

(b) In the event that there are not sufficient
assets available to permit payment in full of the Series A
Page 5

Liquidation Preference and the liquidation preferences of
all other series of Preferred Stock, if any, which rank on
a parity with the Series A No Par Serial Preferred Stock,
then such remaining assets shall be distributed ratably to
the holders of such parity shares in proportion to their
respective liquidation preferences.

vii. Consolidation, Merger, etc. In case the
corporation shall enter into any consolidation, merger,
combination or other transaction in which the shares of
Common Stock are exchanged for or changed into other stock
or securities, cash and/or any other property, then in any
such case the shares of Series A No Par Serial Preferred
Stock shall at the same time be similarly exchanged or
changed in an amount per share equal to the Adjustment
Number multiplied by the aggregate amount of stock,
securities, cash and/or any other property (payable in
kind), as the case may be, into which or for which each
share of Common Stock is changed or exchanged.

viii. Anti-Dilution Adjustments to Adjustment
Number. In the event the corporation shall at any time
after October 31, 1988 (the "Rights Declaration Date")
(i) declare any dividend on Common Stock payable in shares
of Common Stock, (ii) subdivide the outstanding Common
Stock, or (iii) combine the outstanding Common Stock into
a smaller number of shares, then in each such case the
Adjustment Number for all purposes of this subparagraph
viii of Article II shall be adjusted by multiplying the
Adjustment Number then in effect by a fraction the
numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the
denominator of which is the number of shares of Common
Stock that were outstanding immediately prior to such
event. In the event the corporation shall at any time
after the Rights Declaration Date, fix a record date for
the issuance of rights, options or warrants to all holders
of Common Stock entitling them (for a period expiring
within 45 calendar days after such record date) to
subscribe for or purchase Common Stock or securities
convertible into Common Stock at a price per share of
Common Stock (or having a conversion price per share, if a
security convertible into Common Stock) less than the then
Current Per Share Market Price of the Common Stock (as
defined in Section 11(d) of the Rights Agreement) on such
record date, then in each such case the Adjustment Number
Page 6

for all purposes of this Article II(4) shall be adjusted
by multiplying the Adjustment Number then in effect by a
fraction, the numerator of which shall be the number of
shares of Common Stock outstanding on such record date
plus the number of additional shares of Common Stock to be
offered for subscription or purchase (or into which the
convertible securities so to be offered are initially
convertible) and the denominator of which shall be the
number of shares of Common Stock outstanding on such
record date plus the number of shares of Common Stock
which the aggregate offering price of the total number of
shares of Common Stock so to be offered (and/or the
aggregate initial conversion price of the convertible
securities so to be offered) would purchase at such
Current Per Share Market Price (as defined in Section
11(d) of the Rights Agreement). In case such subscription
price may be paid in a consideration part or all of which
shall be in a form other than cash, the value of such
consideration shall be as determined in good faith by the
board of directors. Common Stock owned by or held for the
account of the corporation shall not be deemed outstanding
for the purpose of any such computation. Such adjustment
shall be made successively whenever such a record date is
fixed. In the event that such rights, options or warrants
are not so issued, the Adjustment Number shall be
readjusted as if such record date had not been fixed; and
to the extent such rights, options or warrants are issued
but not exercised prior to their expiration, the
Adjustment Number shall be readjusted to be the number
which would have resulted from the adjustment provided for
in this subparagraph viii if only the rights, options or
warrants that were exercised had been issued.

ix. No Redemption. The shares of Series A No Par
Serial Preferred Stock shall not be redeemable at the
option of the corporation or any holder thereof.
Notwithstanding the foregoing sentence, the corporation
may acquire shares of Series A No Par Serial Preferred
Stock in any other manner permitted by law.

x. Amendment. Subsequent to the Distribution Date
(as defined in the Rights Agreement) these Articles of
Incorporation shall not be further amended in any manner
which would materially alter or change the preferences,
Page 7

limitations and relative rights of the Series A No Par
Serial Preferred Stock so as to affect them adversely
without the affirmative vote of the holders of a majority
of the outstanding shares of Series A No Par Serial
Preferred Stock, voting separately as a class.

xi. Fractional Shares. Series A No Par Serial
Preferred Stock may be issued in fractions of a share in
integral multiples of one one-hundredth of a share, which
shall entitle the holder, in proportion to such holders'
fractional shares, to exercise voting rights, receive
dividends, participate in distributions and to have the
benefit of all other rights of holders of Series A No Par
Serial Preferred Stock.

ARTICLE III

Vacancies created on the board of directors by reason
of an increase in the number of directors may be filled by
affirmative vote of a majority of the directors holding office
at the time the increase is made effective, provided however,
that not more than one such vacancy may be so filled in any
calendar year.

ARTICLE IV

All or any number of the directors of the corporation
may be removed without cause at a meeting of shareholders
called expressly for that purpose, by the vote of the holders
of 75 percent of the shares then entitled to vote at an
election of directors. This provision shall not affect any
right of the shareholders to remove a director for cause. This
provision may not be amended, altered, changed or repealed in
any respect unless such action is approved by the affirmative
vote of the holders of not less than 75 percent of the shares
then entitled to vote at an election of directors.

ARTICLE V

No director of the corporation shall be personally
liable to the corporation or its shareholders for monetary
damages for conduct as a director; provided that this Article V
shall not eliminate the liability of a director for any act or
omission for which such elimination of liability is not
permitted under the Oregon Business Corporation Act. No
Page 8

amendment to the Oregon Business Corporation Act that further
limits the acts or omissions for which elimination of liability
is permitted shall affect the liability of a director for any
act or omission which occurs prior to the effective date of
such amendment.

ARTICLE VI

The corporation may indemnify to the fullest extent
permitted by law any person who is made, or threatened to be
made, a party to an action, suit or proceeding, whether civil,
criminal, administrative, investigative, or otherwise
(including an action, suit or proceeding by or in the right of
the corporation) by reason of the fact that the person is or
was a director or officer of the corporation or a fiduciary
within the meaning of the Employee Retirement Income Security
Act of 1974 with respect to any employee benefit plan of the
corporation, or serves or served at the request of the
corporation as a director or officer, or as a fiduciary of an
employee benefit plan, of another corporation, partnership,
joint venture, trust or other enterprise. This Article shall
not be deemed exclusive of any other provisions for
indemnification of directors, officers and fiduciaries that may
be included in any statute, bylaw, agreement, resolution of
shareholders or directors or otherwise, both as to action in
any official capacity and action in another capacity while
holding office.

ARTICLE VII

The corporation's board of directors shall have the
power to amend or repeal any of the bylaws of the corporation
or adopt new bylaws. Any shareholder proposal to amend or
repeal any of the bylaws shall require the affirmative vote of
the holders of (i) 75 percent of the votes cast on the proposal
at a meeting of shareholders at which a quorum is present, and
(ii) 51 percent of the shares then entitled to vote at an
election of directors. This provision may not be amended,
altered, changed or repealed in any respect unless such action
is approved by the same affirmative vote set forth in the
preceding sentence.
Page 9

ARTICLE VIII

1. Whether or not a vote of stockholders is otherwise
required, the affirmative vote of the holders of not less than
80 percent of the outstanding shares of "Voting Stock" (as
hereinafter defined) of the corporation shall be required for
the approval or authorization of any "Business Combination" (as
hereinafter defined) with any "Substantial Shareholder" (as
hereinafter defined) or any Business Combination in which a
Substantial Shareholder has an interest (except proportionately
as a stockholder of the corporation); provided, however, that
the 80 percent voting requirement shall not be applicable if
either:

(i) The "Continuing Directors" (as hereinafter
defined) of the corporation by at least a two-thirds vote
(a) have expressly approved in advance the acquisition of the
outstanding shares of Voting Stock that caused such Substantial
Shareholder to become a Substantial Shareholder, or (b) have
expressly approved such Business Combination; or

(ii) The cash or fair market value (as determined by
at least a majority of the Continuing Directors) of the
property, securities or other consideration to be received per
share by holders of Voting Stock of the corporation (other than
the Substantial Shareholder) in the Business Combination is not
less than the "Highest Per Share Price" or the "Highest
Equivalent Price" (as those terms are hereinafter defined) paid
by the Substantial Shareholder involved in the Business
Combination in acquiring any of its holdings of the
corporation's Voting Stock acquired in the last two years.

2. For purposes of this Article VIII:

(i) The term "Business Combination" shall include,
without limitation, (a) any merger, exchange or consolidation
of the corporation, or any entity controlled by or under common
control with the corporation, with or into any Substantial
Shareholder, or any entity controlled by or under common
control with such Substantial Shareholder, (b) any merger,
exchange or consolidation of a Substantial Shareholder, or any
entity controlled by or under common control with such
Substantial Shareholder, with or into the corporation or any
entity controlled by or under common control with the
corporation, (c) any sale, lease, exchange, transfer or other
Page 10

disposition (in one transaction or a series of transactions),
including without limitation a mortgage or any other security
device, of all or any "Substantial Part" (as hereinafter
defined) of the property and assets of the corporation, or any
entity controlled by or under common control with the
corporation, to a Substantial Shareholder, or any entity
controlled by or under common control with such Substantial
Shareholder, (d) any purchase, lease, exchange, transfer or
other acquisition (in one transaction or a series of
transactions), including without limitation a mortgage or any
other security device, of all or any Substantial Part of the
property and assets of a Substantial Shareholder or any entity
controlled by or under common control with such Substantial
Shareholder, by the corporation, or any entity controlled by or
under common control with the corporation, (e) any
recapitalization of the corporation that would have the effect
of increasing the voting power of a Substantial Shareholder,
(f) the issuance, sale, exchange or other disposition of any
securities of the corporation, or of any entity controlled by
or under common control with the corporation, by the
corporation or by any entity controlled by or under common
control with the corporation, (g) any liquidation, spinoff,
splitoff, splitup or dissolution of the corporation, and
(h) any agreement, contract or other arrangement providing for
any of the transactions described in this definition of
Business Combination.

(ii) The term "Substantial Shareholder" shall mean
and include (a) any "Person" (as that term is defined in
Section 2(2) of the Securities Act of 1933, as in effect on
May 10, 1983) which, together with its "Affiliates" (as
hereinafter defined) and "Associates" (as hereinafter defined),
"Beneficially Owns" (as defined in Rule 13d-3 of the General
Rules and Regulations under the Securities Exchange Act of 1934
as in effect at May 10, 1983) in the aggregate 15 percent or
more of the outstanding Voting Stock of the corporation, and
(b) any Affiliate or Associate (other than the corporation or a
wholly owned subsidiary of the corporation) of any such Person.
Two or more Persons acting in concert for the purpose of
acquiring, holding or disposing of Voting Stock of the
corporation shall be deemed a "Person."

(iii) Without limitation, any share of Voting Stock of
the corporation that any Substantial Shareholder has the right
to acquire at any time (notwithstanding that Rule 13d-3 deems
Page 11

such shares to be beneficially owned if such right may be
exercised within 60 days) pursuant to any agreement, contract,
arrangement or understanding, or upon exercise of conversion
rights, warrants or options, or otherwise, shall be deemed to
be Beneficially Owned by such Substantial Shareholder and to be
outstanding for purposes of subparagraph (ii) above.

(iv) For the purposes of subparagraph (ii) of
paragraph 1 of Article VIII, the term "other consideration to
be received" shall include, without limitation, Common Stock or
other capital stock of the corporation retained by its existing
shareholders, other than any Substantial Shareholder or other
Person who is a party to such Business Combination, in the
event of a Business Combination in which the corporation is the
survivor.

(v) The term "Voting Stock" shall mean all of the
outstanding shares of capital stock of the corporation entitled
to vote generally in the election of directors, considered as
one class, and each reference to a proportion of shares of
Voting Stock shall refer to such proportion of the votes
entitled to be cast by such shares.

(vi) The term "Continuing Director" shall mean a
director of the corporation who served as a director on
June 28, 1983 or who was a member of the board of directors of
the corporation immediately prior to the time that the
Substantial Shareholder involved in a Business Combination
became a Substantial Shareholder.

(vii) A Substantial Shareholder shall be deemed to
have acquired a share of the Voting Stock of the corporation at
the time when such Substantial Shareholder became the
Beneficial Owner thereof. With respect to the shares owned by
Affiliates, Associates or other Persons whose ownership is
attributed to a Substantial Shareholder under the foregoing
definition of Substantial Shareholder, if the price paid by
such Substantial Shareholder for such shares is not
determinable by a majority of the Continuing Directors, the
price so paid shall be deemed to be the higher of (a) the price
paid upon the acquisition thereof by the Affiliate, Associate
or other Person or (b) the market price of the shares in
question at the time when such Substantial Shareholder became
the Beneficial Owner thereof.
Page 12

(viii) The terms "Highest Per Share Price" and "Highest
Equivalent Price" as used in this Article VIII shall mean the
following: If there is only one class of capital stock of the
corporation issued and outstanding, the Highest Per Share Price
shall mean the highest price that can be determined to have
been paid at any time by the Substantial Shareholder involved
in the Business Combination for any share or shares of that
class of capital stock. If there is more than one class of
capital stock of the corporation issued and outstanding, the
Highest Equivalent Price shall mean, with respect to each class
and series of capital stock of the corporation, the amount
determined by a majority of the Continuing Directors, on
whatever basis they believe is appropriate, to be the highest
per share price equivalent to the highest price that can be
determined to have been paid at any time by the Substantial
Shareholder for any share or shares of any class or series of
capital stock of the corporation. The Highest Per Share Price
and the Highest Equivalent Price shall include any brokerage
commissions, transfer taxes and soliciting dealers' fees paid
by a Substantial Shareholder with respect to the shares of
capital stock of the corporation acquired by such Substantial
Shareholder. In the case of any Business Combination with a
Substantial Shareholder, the Continuing Directors shall
determine the Highest Per Share Price or the Highest Equivalent
Price for each class and series of the capital stock of the
corporation. The Highest Per Share Price and Highest
Equivalent Price shall be appropriately adjusted to reflect the
occurrence of any reclassification, recapitalization, stock
split, reverse stock split or other readjustment in the number
of outstanding shares of capital stock of the corporation, or
the declaration of a stock dividend thereon, between the last
date upon which the Substantial Shareholder paid the Highest
Per Share Price of Highest Equivalent Price and the effective
date of the merger or consolidation or the date of distribution
to stockholders of the corporation of the proceeds from the
sale of all or substantially all of the assets of the
corporation.

(ix) The term "Substantial Part" shall mean
15 percent or more of the fair market value of the total assets
of the Person in question, as reflected on the most recent
balance sheet of such Person existing at the time the
stockholders of the corporation would be required to approve or
authorize the Business Combination involving the assets
constituting any such Substantial Part.
Page 13

(x) The term "Affiliate," used to indicate a
relationship with a specified Person, shall mean a Person that
directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with,
the Person specified.

(xi) The term "Associate," used to indicate a
relationship with a specified Person, shall mean (a) any entity
of which such specified Person is an officer or partner or is,
directly or indirectly, the beneficial owner of 10 percent or
more of any class of equity securities, (b) any trust or other
estate in which such specified Person has a substantial
beneficial interest or as to which such specified Person serves
as trustee or in a similar fiduciary capacity, (c) any relative
or spouse of such specified Person, or any relative of such
spouse, who has the same home as such specified Person or who
is a director or officer of the corporation or any of its
subsidiaries, and (d) any Person who is a director or officer
of such specified entity or any of its parents or subsidiaries
(other than the corporation or an entity controlled by or under
common control with the corporation).

3. For the purposes of this Article VIII, a majority of
the Continuing Directors shall have the power to make a good
faith determination, on the basis of information known to them,
of: (i) the number of shares of Voting Stock that any Person
Beneficially Owns, (ii) whether a Person is an Affiliate or
Associate of another, (iii) whether a Person has an agreement,
contract, arrangement or understanding with another as to the
matters referred to in paragraph (2)(i)(h) or (2)(iii) hereof,
(iv) whether the assets subject to any Business Combination
constitute a Substantial Part, (v) whether any Business
Combination is one in which a Substantial Shareholder has an
interest (except proportionately as a stockholder of the
corporation), and (vi) such other matters with respect to which
a determination is required under this Article VIII.

4. The provisions set forth in this Article VIII may not
be amended, altered, changed or repealed in any respect unless
such action is approved by the affirmative vote of the holders
of not less than a majority of the outstanding shares of Voting
Stock (as defined in this Article VIII) of the corporation at a
meeting of the shareholders duly called for the consideration
of such amendment, alteration, change or repeal; provided,
however, that if there is a Substantial Shareholder who is not
a Continuing Director, such action must also be approved by the
affirmative vote of the holders of not less than 80 percent of
the outstanding shares of Voting Stock.

EXHIBIT (3)B
Bylaws of Precision Castparts Corp.

BYLAWS
OF
PRECISION CASTPARTS CORP.

ARTICLE I
SHAREHOLDERS MEETINGS AND VOTING
1.1 Annual Meeting.

(1) The annual meeting of the shareholders shall be
held on the first Wednesday in the month of August in each
year, for the purpose of electing directors and transacting
only such other business as is properly brought before the
meeting in accordance with these Bylaws. If the date fixed for
the annual meeting is a legal holiday, the meeting shall be
held on the next succeeding business day. Failure to hold an
annual meeting on the stated date shall not affect the validity
of any corporate action.

(2) To be properly brought before the meeting,
business must be either (a) specified in the notice of meeting
(or any supplement thereto) given by or at the direction of the
Board of Directors, (b) otherwise properly brought before a
meeting by or at the direction of the Board of Directors, or
(c) otherwise properly brought before the meeting by a
shareholder. In addition to any other applicable requirements,
for business to be properly brought before an annual meeting by
a shareholder, the shareholder must have given timely notice
thereof in writing to the Secretary of the Corporation. To be
timely, a shareholder's notice must be delivered to or mailed
and received at the principal executive office of the
Corporation, not less than 50 days nor more than 75 days prior
to the meeting; provided, however, that in the event that less
than 65 days' notice or prior public disclosure of the date of
the meeting is given or made to shareholders, notice by the
shareholder to be timely must be so received not later than the
close of business on the 15th day following the day on which
such notice of the date of the annual meeting was mailed or
such public disclosure was made, whichever first occurs.

(3) A shareholder's notice to the Secretary shall
set forth (a) one or more matters appropriate for shareholder
action that the shareholder proposes to bring before the
meeting, (b) a brief description of the matters desired to be
brought before the meeting and the reasons for conducting such
Page 1

business at the meeting, (c) the name and record address of the
shareholder, (d) the class and number of shares of the
Corporation which shareholder owns or is entitled to vote, and
(e) any material interest of the shareholder in such matters.

(4) Notwithstanding anything in these Bylaws to the
contrary, no business shall be conducted at the annual meeting
except in accordance with the procedure set forth in this
Section 1.1; provided, however, that nothing in this Section
1.1 shall be deemed to preclude discussion by any shareholder
of any business properly brought before the annual meeting.

(5) The Chairman shall, if the facts warrant,
determine and declare to the meeting that business was not
properly brought before the meeting in accordance with the
provisions of this Section 1.1, and if he should so determine,
he shall so declare to the meeting and any such business not
properly brought before the meeting shall not be transacted.

1.2 Special Meetings. A special meeting of the
shareholders shall be held if called by the Chairman or by the
Board of Directors or if requested by the holders of not less
than one-tenth of all votes entitled to be cast on any issue
proposed to be considered at the meeting. A request by
shareholders to hold a special meeting shall be signed, dated
and delivered to the Secretary and shall set forth the
information required by Section 1.1(3) of these Bylaws.

1.3 Place of Meetings. Meetings of the shareholders
shall be held at any place in or out of Oregon designated by
the Board of Directors. If a meeting place is not designated
by the Board of Directors, the meeting shall be held at the
Corporation's principal office.

1.4 Notice of Meetings. Written or printed notice
stating the date, time and place of the shareholders meeting
and, in the case of a special meeting or a meeting for which
special notice is required by law, the purposes for which the
meeting is called shall be mailed by the Corporation to each
shareholder entitled to vote at the meeting and, if required by
law, to any other shareholders entitled to receive notice, at
the shareholder's address shown in the Corporation's record of
shareholders, with postage prepaid, not earlier than 60 days
nor less than 10 days before the meeting date.

1.5 Conduct of Meeting. The officer presiding at any
meeting of the shareholders shall have authority to determine
the agenda and order of business at the meeting and to adopt
Page 2

such rules and regulations as may be necessary or desirable to
promote the fair and efficient conduct of the business of the
meeting.

1.6 Waiver of Notice. A shareholder may at any time
waive any notice required by law, these Bylaws or the Articles
of Incorporation. The waiver shall be in writing, be signed by
the shareholder entitled to the notice and be delivered to the
Corporation for inclusion in the minutes for filing with the
corporate records. A shareholder's attendance at a meeting
waives objection to (i) lack of notice or defective notice of
the meeting, unless the shareholder at the beginning of the
meeting objects to holding the meeting or transacting business
at the meeting, and (ii) consideration of a particular matter
at the meeting that is not within the purposes described in the
meeting notice, unless the shareholder objects to considering
the matter when it is presented.

1.7 Fixing of Record Date. The Board of Directors may
fix a record date to determine the shareholders entitled to
notice of a shareholders meeting, demand a special meeting,
vote, take any other action or receive payment of any share or
cash dividend or other distribution. This date shall not be
earlier than 70 days or, in the case of a meeting, later than
10 days before the meeting or action requiring a determination
of shareholders. The record date for any meeting, vote or
other action of the shareholders shall be the same for all
voting groups. If not otherwise fixed by the Board of
Directors, the record date to determine shareholders entitled
to notice of and to vote at an annual or special shareholders
meeting is the close of business on the day before the notice
is first mailed or delivered to shareholders. If not otherwise
fixed by the Board of Directors, the record date to determine
shareholders entitled to receive payment of any share or cash
dividend or other distribution is the close of business on the
day the Board of Directors authorizes the share or cash
dividend or other distribution.

1.8 Shareholders List for Meeting. After a record date
for a meeting is fixed, the Corporation shall prepare an
alphabetical list of all shareholders entitled to notice of the
shareholders meeting. The list shall be arranged by voting
group and, within each voting group, by class or series of
shares, and it shall show the address of and number of shares
held by each shareholder. The shareholders list shall be
available for inspection by any shareholder, upon proper demand
as may be required by law, beginning two business days after
notice of the meeting is given and continuing through the
Page 3

meeting, at the Corporation's principal office or at a place
identified in the meeting notice in the city where the meeting
will be held. The Corporation shall make the shareholders list
available at the meeting, and any shareholder or the
shareholder's agent or attorney shall be entitled to inspect
the list at any time during the meeting or any adjournment.
Refusal or failure to prepare or make available the
shareholders list does not affect the validity of action taken
at the meeting.

1.9 Quorum; Adjournment.

(1) Shares entitled to vote as a separate voting
group may take action on a matter at a meeting only if a quorum
of those shares exists with respect to that matter. A majority
of the votes entitled to be cast on the matter by the voting
group constitutes a quorum of that voting group for action on
that matter.

(2) A majority of votes represented at the meeting,
although less than a quorum, may adjourn the meeting from time
to time to a different time and place without further notice to
any shareholder of any adjournment. At an adjourned meeting at
which a quorum is present, any business may be transacted that
might have been transacted at the meeting originally held.

(3) Once a share is represented for any purpose at a
meeting, it shall be present for quorum purposes for the
remainder of the meeting and for any adjournment of that
meeting unless a new record date is or must be set for the
adjourned meeting. A new record date must be set if the
meeting is adjourned to a date more than 120 days after the
date fixed for the original meeting.

1.10 Voting Requirements; Action Without Meeting.

(1) If a quorum exists, action on a matter, other
than the election of directors, by a voting group is approved
if the votes cast within the voting group favoring the action
exceed the votes cast opposing the action, unless a greater
number of affirmative votes is required by law or the Articles
of Incorporation. Unless otherwise provided in the Articles of
Incorporation, directors are elected by a plurality of the
votes cast by the shares entitled to vote in the election at a
meeting at which a quorum is present.
Page 4

(2) Action required or permitted by law to be taken
at a shareholders meeting may be taken without a meeting if the
action is taken by all the shareholders entitled to vote on the
action. The action must be evidenced by one or more written
consents describing the action taken, signed by all the
shareholders entitled to vote on the action and delivered to
the Secretary for inclusion in the minutes for filing with the
corporate records. Shareholder action taken by written consent
is effective when the last shareholder signs the consent,
unless the consent specifies an earlier or later effective
date.

1.11 Proxies. A shareholder may vote shares in person or
by proxy. A shareholder may appoint a proxy by signing an
appointment form either personally or by the shareholder's
attorney-in-fact. An appointment of a proxy is effective when
received by the Secretary or other officer of the Corporation
authorized to tabulate votes. An appointment is valid for 11
months unless a different period is provided in the appointment
form. An appointment is revocable by the shareholder unless
the appointment form conspicuously states that it is
irrevocable and the appointment is coupled with an interest
that has not been extinguished.

1.12 Acquisition of Control Shares. As provided in
Section 10, Chapter 820, Oregon Laws 1987 and to the fullest
extent permitted by that section, the Corporation shall be
authorized to require a holder of control shares to sell the
control shares to the Corporation for fair value. The term
"control shares" shall have the same meaning as that term has
in Chapter 820, Oregon Laws 1987. The procedures for
acquisition of control shares pursuant to this section shall be
that the Board of Directors shall determine the fair value of
the control shares and shall give notice to the holder of the
control shares of the fair value and the time at which payment
for the control shares will be available. The Corporation will
then make payment for the control shares against delivery of
the shares.

ARTICLE II

BOARD OF DIRECTORS

2.1 Duties of Board of Directors. All corporate powers
of the Corporation shall be exercised by or under the authority
of its Board of Directors; the business and affairs of the
Corporation shall be managed under the direction of its Board
of Directors.
Page 5

2.2 Number, Tenure and Qualification. The number of
directors of the Corporation shall be at least nine and no more
than twelve. Within this range, the number of directors shall
initially be eleven, and the number of directors shall be
determined from time to time by the Board of Directors. At the
1983 annual meeting of shareholders, the directors shall be
divided into three classes, as nearly equal in number as
possible, with the term of office of the first class ("Class
I") to expire at the 1984 annual meeting of shareholders, the
term of office of the second class ("Class II") to expire at
the 1985 annual meeting of shareholders and the term of office
of the third class ("Class III") to expire at the 1986 annual
meeting of shareholders. At each annual meeting of
shareholders following such initial classification and
election, directors elected to succeed those directors whose
terms expire shall be elected to serve three-year terms and
until their successors are elected and qualified, so that the
term of one class of directors will expire each year. When the
number of directors is changed pursuant to this Section 2, any
newly created directorships, or any decrease in directorships,
shall be so apportioned among the classes so as to make all
classes as nearly equal as possible, provided that no decrease
in the number of directors constituting the Board of Directors
shall shorten the term of any incumbent director. Directors
need not be residents of the State of Oregon or shareholders of
the Corporation.

2.3 Shareholder Nomination of Directors. Not less than
50 days nor more than 75 days prior to the date of any annual
meeting of shareholders, any shareholder who intends to make a
nomination at the annual meeting shall deliver a notice to the
Secretary of the Corporation setting forth (a) as to each
nominee whom the shareholder proposes to nominate for election
or reelection as a director, (i) the name, age, business
address and residence address of the nominee, (ii) the
principal occupation or employment of the nominee, (iii) the
class and number of shares of capital stock of the Corporation
which are beneficially owned by the nominee and (iv) any other
information concerning the nominee that would be required,
under the rules of the Securities and Exchange Commission, in a
proxy statement soliciting proxies for the election of such
nominee; and (b) as to the shareholder giving the notice,
(i) the name and record address of the shareholder and (ii) the
class and number of shares of capital stock of the Corporation
which are beneficially owned by the shareholder; provided,
however, that in the event that less than 65 days' notice or
prior public disclosure of the date of the annual meeting is
Page 6

given or made to shareholders, notice by the shareholder to be
timely must be so delivered not later than the close of
business on the 15th day following the day on which such notice
of the date of the meeting was mailed or such public disclosure
was made, whichever first occurs. Such notice shall include a
signed consent to serve as a director of the Corporation, if
elected, of each such nominee. The Corporation may require any
proposed nominee to furnish such other information as may
reasonably be required by the Corporation to determine the
eligibility of such proposed nominee to serve as a director of
the Corporation.

2.4 Regular Meetings. A regular meeting of the Board of
Directors shall be held without notice other than this Bylaw
immediately after, and at the same place as, the annual meeting
of shareholders. The Board of Directors may provide by
resolution the time and place for the holding of additional
regular meetings in or out of Oregon without notice other than
the resolution.

2.5 Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the Chairman or
by one-third of the directors. The person or persons
authorized to call special meetings of the Board of Directors
may fix any place in or out of Oregon as the place for holding
any special meeting of the Board of Directors called by them.

2.6 Notice. Notice of the date, time and place of any
special meeting of the Board of Directors shall be given at
least 24 hours prior to the meeting by notice communicated in
person, by telephone, telegraph, teletype, other form of wire
or wireless communication, mail or private carrier. If
written, notice shall be effective at the earliest of (a) when
received, (b) five days after its deposit in the United States
mail, as evidenced by the postmark, if mailed postpaid and
correctly addressed, or (c) on the date shown on the return
receipt, if sent by registered or certified mail, return
receipt requested and the receipt is signed by or on behalf of
the addressee. Notice by all other means shall be deemed
effective when received by or on behalf of the director.
Notice of any regular or special meeting need not describe the
purposes of the meeting unless required by law or the Articles
of Incorporation.

2.7 Waiver of Notice. A director may at any time waive
any notice required by law, these Bylaws or the Articles of
Incorporation. Except as set forth below, the waiver must be
Page 7

in writing, be signed by the director entitled to the notice,
specify the meeting for which notice is waived and be filed
with the minutes or corporate records. A director's attendance
at or participation in a meeting waives any required notice to
the director of the meeting unless the director at the
beginning of the meeting, or promptly upon the director's
arrival, objects to holding the meeting or transacting business
at the meeting and does not thereafter vote for or assent to
action taken at the meeting.

2.8 Quorum. A majority of the number of directors set
forth in Section 2.2 of these Bylaws shall constitute a quorum
for the transaction of business at any meeting of the Board of
Directors. If less than a quorum is present at a meeting, a
majority of the directors present may adjourn the meeting from
time to time without further notice.

2.9 Manner of Acting. The act of the majority of the
directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors, unless a different
number is provided by law, the Articles of Incorporation or
these Bylaws.

2.10 Meeting by Telephone Conference; Action Without
Meeting.

(1) Directors may participate in a regular or
special meeting by, or conduct the meeting through, use of any
means of communications by which all directors participating
may simultaneously hear each other during the meeting.
Participation in a meeting by this means shall constitute
presence in person at the meeting.

(2) Any action that is required or permitted to be
taken at a meeting of the Board of Directors may be taken
without a meeting if one or more written consents describing
the action taken are signed by all of the directors entitled to
vote on the matter and included in the minutes or filed with
the corporate records reflecting the action taken. The action
shall be effective when the last director signs the consent,
unless the consent specifies an earlier or later effective
date.

2.11 Vacancies. Any vacancy on the Board of Directors,
including a vacancy resulting from an increase in the number of
directors, may be filled by the shareholders, the Board of
Page 8

Directors, the remaining directors if less than a quorum (by
the vote of a majority thereof) or by a sole remaining
director. Not more than one vacancy resulting from an increase
in the number of directors may be filled by the Board of
Directors during any one period between annual meetings of
shareholders of the Corporation. Any vacancy not filled by the
directors shall be filled by election at an annual meeting or
at a special meeting of shareholders called for that purpose.
A vacancy that will occur at a specified later date, by reason
of a resignation or otherwise, may be filled before the vacancy
occurs, but the new director may not take office until the
vacancy occurs.

2.12 Compensation. By resolution of the Board of
Directors, the directors may be paid reasonable compensation
for services as directors and their expenses of attending
meetings of the Board of Directors.

2.13 Presumption of Assent. A director who is present at
a meeting of the Board of Directors or a committee of the Board
of Directors shall be deemed to have assented to the action
taken at the meeting unless (a) the director's dissent or
abstention from the action is entered in the minutes of the
meeting, (b) the director delivers a written notice of dissent
or abstention to the action to the presiding officer of the
meeting before any adjournment or to the Corporation
immediately after the adjournment of the meeting or (c) the
director objects at the beginning of the meeting or promptly
upon the director's arrival to the holding of the meeting or
transacting business at the meeting. The right to dissent or
abstain is not available to a director who voted in favor of
the action.

2.14 Removal. All or any number of the directors may be
removed without cause at a meeting called expressly for that
purpose, by a vote of the holders of 75 percent of the shares
then entitled to vote at an election of directors. All or any
number of the directors may be removed with cause by the
shareholders at a meeting called expressly for that purpose.

2.15 Resignation. Any director may resign by delivering
written notice to the Board of Directors, its chairperson or
the Corporation. Unless the notice specifies a later effective
date, a resignation notice shall be effective upon the earlier
of (a) receipt, (b) five days after its deposit in the United
States mails, if mailed postpaid and correctly addressed, or
(c) on the date shown on the return receipt, if sent by
Page 9

registered or certified mail, return receipt requested, and the
receipt is signed by addressee. Once delivered, a resignation
notice is irrevocable unless revocation is permitted by the
Board of Directors.

ARTICLE III

COMMITTEES OF THE BOARD

3.1 Committees. The Board of Directors may create one or
more committees and appoint members of the Board of Directors
to serve on them. Each committee shall have two or more
members. The creation of a committee and appointment of
members to it must be approved by a majority of all directors
in office when the action is taken. Subject to any limitation
imposed by the Board of Directors or by law, each committee may
exercise all the authority of the Board of Directors in the
management of the Corporation. A committee may not take any
action that a committee is prohibited from taking by the Oregon
Business Corporation Act.

3.2 Changes of Size and Function. Subject to the
provisions of law, the Board of Directors shall have the power
at any time to change the number of committee members, fill
committee vacancies, change any committee members and change
the functions and terminate the existence of a committee.

3.3 Conduct of Meetings. Each committee shall conduct
its meetings in accordance with the applicable provisions of
these Bylaws relating to meetings and action without meetings
of the Board of Directors. Each committee shall adopt any
further rules regarding its conduct, keep minutes and other
records and appoint subcommittees and assistants as it deems
appropriate.

3.4 Compensation. By resolution of the Board of
Directors, committee members may be paid reasonable
compensation for services on committees and their expenses of
attending committee meetings.

ARTICLE IV

OFFICERS

4.1 Number. The officers of the Corporation shall be a
President, one or more Vice Presidents, Secretary and, if
desired by the Board of Directors, a Treasurer. The Chairman
of the Board of Directors ("Chairman") shall also be an officer
Page 10

if designated by the Board of Directors as chief executive
officer, but shall not otherwise be considered to hold an
officer position. Such other officers and assistant officers
as may be deemed necessary may be elected or appointed by the
Board of Directors and shall have such powers and duties as may
be prescribed by the Board of Directors. Any two or more
offices may be held by the same person.

4.2 Election and Term of Office. The officers of the
Corporation shall be elected annually by the Board of Directors
at the first meeting of the Board of Directors held after the
annual meeting of the shareholders. If the election of
officers shall not be held at the meeting, it shall be held as
soon thereafter as is convenient. Each officer shall hold
office until a successor shall have been duly elected and shall
have qualified or until the officer's death, resignation or
removal in the manner hereinafter provided.

4.3 Removal. Any officer or agent elected or appointed
by the Board of Directors may be removed by the Board of
Directors whenever in its judgment the best interests of the
Corporation would be served thereby, but removal shall be
without prejudice to the contract rights, if any, of the person
so removed. Election or appointment of an officer or agent
shall not of itself create contract rights.

4.4 Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be
filled by the Board of Directors for the unexpired portion of
the term.

4.5 Chief Executive Officer. The Board of Directors
shall designate a chief executive officer of the Corporation,
who may be either the Chairman or the President. The chief
executive officer shall have general supervision, direction and
control of the business and affairs of the Corporation, subject
to the control of the Board of Directors.

4.6 Chief Operating Officer. The Board of Directors may
designate a chief operating officer of the Corporation, who may
be any executive officer of the Corporation unless the Chairman
is designated chief executive officer, in which case the
President shall serve as chief operating officer. The chief
operating officer, if one is designated, shall have such
general supervision, direction and control of the business and
affairs of the Corporation as shall be delegated to the chief
operating officer by the chief executive officer or by the
Board of Directors.
Page 11

4.7 Chief Financial Officer. The Board of Directors may
designate a chief financial officer of the Corporation, who
shall be a Vice President of the Corporation. The chief
financial officer, if one is designated, shall be the principal
financial accounting officer of the Corporation and, if a
Treasurer of the Corporation is not separately appointed, shall
have the duties of the Treasurer set forth in Section 4.12
below. The chief financial officer shall perform such other
duties as the Board of Directors may require.

4.8 Chairman of the Board. The Chairman shall be
selected by the Board of Directors from within its membership
and shall preside at all meetings of shareholders and
directors. At the election of the Board of Directors, the
Chairman may also be designated chief executive officer of the
Corporation. The Chairman may execute on behalf of the
Corporation all contracts, agreements, stock certificates and
other instruments. The Chairman shall from time to time report
to the Board of Directors all matters within the Chairman's
knowledge affecting the Corporation which should be brought to
the attention of the Board. The Chairman shall perform such
other duties as may be required by the Board of Directors.

4.9 President. The President shall serve as either the
chief executive officer or chief operating officer of the
Corporation, as designated by the Board of Directors, and shall
have such general supervision, direction and control of the
business and affairs of the Corporation set forth under
Section 4.5 or 4.6, above, as applicable. The President may
execute on behalf of the Corporation all contracts, agreements,
stock certificates and other instruments. The President shall
vote all shares of stock in other corporations owned by the
Corporation, and shall be empowered to execute proxies, waivers
of notice, consents and other instruments in the name of the
Corporation with respect to such stock. In the absence of the
Chairman, or in the event of the Chairman's death, inability or
refusal to act, the President shall perform the duties of the
Chairman, and when so acting, shall have all the powers and be
subject to all the restrictions upon the Chairman. The
President shall perform such other duties as may be required by
the Board of Directors.

4.10 Vice Presidents. In the absence of the President or
in the event of the President's death, inability or refusal to
act, the Vice President (or in the event there be more than one
Vice President, the Vice Presidents in the order designated at
the time of their election, or in the absence of any
designation, then in the order of their election) shall perform
Page 12

the duties of the President, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the
President. Any Vice President shall perform such other duties
as may be assigned from time to time by the Chairman, the
President or by the Board of Directors.

4.11 Secretary. The Secretary shall keep the minutes of
all meetings of the directors and shareholders, and shall have
custody of the minute books and other records pertaining to the
corporate business. The Secretary shall countersign all stock
certificates and other instruments requiring the seal of the
Corporation and shall perform such other duties as may be
required by the Board of Directors.

4.12 Treasurer. The Treasurer shall keep correct and
complete records of accounts showing the financial condition of
the Corporation. The Treasurer shall be legal custodian of all
moneys, notes, securities and other valuables that may come
into the possession of the Corporation. The Treasurer shall
deposit all funds of the Corporation which come into the
Treasurer's hands in depositories which the Board of Directors
may designate. The Treasurer shall pay the funds out only on
the check of the Corporation signed in the manner authorized by
the Board of Directors. The Treasurer shall perform such other
duties as the Board of Directors may require.

4.13 Salaries. The salaries of the officers shall be
fixed from time to time by the Board of Directors and no
officer shall be prevented from receiving such salary because
the officer is also a director of the Corporation.

ARTICLE V

INDEMNIFICATION OF OFFICERS, DIRECTORS,
EMPLOYEES AND OTHER AGENTS

5.1 Directors and Officers. The Corporation shall
indemnify its directors and officers to the fullest extent
permitted by the Oregon Business Corporation Act (Act), as the
same exists or may hereafter be amended (but, in the case of
alleged occurrences of actions or omissions preceding any such
amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than the
Act permitted the Corporation to provide prior to such
amendment).
Page 13

5.2 Employees and Other Agents. The Corporation shall
have power to indemnify its employees and other agents as set
forth in the Act.

5.3 No Presumption of Bad Faith. The termination of any
proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent shall not, of itself,
create a presumption that the person did not act in good faith
and in a manner which the person reasonably believed to be in
or not opposed to the best interests of the Corporation, and,
with respect to any criminal proceeding, that the person had
reasonable cause to believe that the conduct was unlawful.

5.4 Advances of Expenses. The expenses incurred by a
director or officer in any proceeding shall be paid by the
Corporation in advance at the written request of the director
or officer, if the director or officer:

(a) furnishes the Corporation a written affirmation
of such person's good faith belief that such person is entitled
to be indemnified by the Corporation; and

(b) furnishes the Corporation a written undertaking
to repay such advance to the extent that it is ultimately
determined by a court that such person is not entitled to be
indemnified by the Corporation. Such advances shall be made
without regard to the person's ability to repay such expenses
and without regard to the person's ultimate entitlement to
indemnification under this Bylaw or otherwise.

5.5 Enforcement. Without the necessity of entering into
an express contract, all rights to indemnification and advances
under this Bylaw shall be deemed to be contractual rights and
be effective to the same extent and as if provided for in a
contract between the Corporation and the director or officer
who serves in such capacity at any time while this Bylaw and
relevant provisions of the Act and other applicable law, if
any, are in effect. Any right to indemnification or advances
granted by this Bylaw to a director or officer shall be
enforceable by or on behalf of the person holding such right in
any court of competent jurisdiction if (a) the claim for
indemnification or advances is denied, in whole or in part, or
(b) no disposition of such claim is made within ninety (90)
days of request therefor. The claimant in such enforcement
action, if successful in whole or in part, shall be entitled to
be paid also the expense of prosecuting a claim. It shall be a
defense to any such action (other than an action brought to
Page 14

enforce a claim for expenses incurred in connection with any
proceeding in advance of its final disposition when the
required affirmation and undertaking have been tendered to the
Corporation) that the claimant has not met the standards of
conduct which make it permissible under the Act for the
Corporation to indemnify the claimant for the amount claimed,
but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including
its Board of Directors, independent legal counsel or its
shareholders) to have made a determination prior to the
commencement of such action that indemnification of the
claimant is proper in the circumstances because the claimant
has met the applicable standard of conduct set forth in the
Act, nor an actual determination by the Corporation (including
its Board of Directors, independent legal counsel or its
shareholders) that the claimant has not met such applicable
standard of conduct, shall be a defense to the action or create
a presumption that the claimant has not met the applicable
standard of conduct.

5.6 Non-Exclusivity of Rights. The rights conferred on
any person by this Bylaw shall not be exclusive of any other
right which such person may have or hereafter acquire under any
statute, provision of the Articles of Incorporation, Bylaws,
agreement, vote of shareholders or disinterested Directors or
otherwise, both as to action in the person's official capacity
and as to action in another capacity while holding office. The
Corporation is specifically authorized to enter into individual
contracts with any or all of its directors, officers, employees
or agents respecting indemnification and advances, to the
fullest extent permitted by the law.

5.7 Survival of Rights. The rights conferred on any
person by this Bylaw shall continue as to a person who has
ceased to be a director, officer, employee or other agent and
shall inure to the benefit of the heirs, executors and
administrators of such person.

5.8 Insurance. To the fullest extent permitted by the
Act, the Corporation, upon approval by the Board of Directors,
may purchase insurance on behalf of any person required or
permitted to be indemnified pursuant to this Bylaw.

5.9 Amendments. Any repeal of this Bylaw shall only be
prospective and no repeal or modification hereof shall
adversely affect the rights under this Bylaw in effect at the
time of the alleged occurrence of any action or omission to act
Page 15

that is the cause of any proceeding against any agent of the
Corporation.

5.10 Savings Clause. If this Bylaw or any portion hereof
shall be invalidated on any ground by any court of competent
jurisdiction, the Corporation shall indemnify each director,
officer or other agent to the fullest extent permitted by any
applicable portion of this Bylaw that shall not have been
invalidated, or by any other applicable law.

5.11 Certain Definitions. For the purposes of this Bylaw,
the following definitions shall apply:

(a) The term "proceeding" shall be broadly construed
and shall include, without limitation, the investigation,
preparation, prosecution, defense, settlement and appeal of any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative.

(b) The term "expenses" shall be broadly construed
and shall include, without limitation, expense of
investigations, judicial or administrative proceedings or
appeals, attorneys' fees and disbursements and any expenses of
establishing a right to indemnification under Section 5.5 of
this Bylaw, but shall not include amounts paid in settlement,
judgments or fines.

(c) The term "corporation" shall include, in
addition to the resulting or surviving corporation, any
constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and
authority to indemnify its directors, officers, employees or
agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall
stand in the same position under the provisions of this Bylaw
with respect to the resulting or surviving corporation as the
person would have with respect to such constituent corporation
if its separate existence had continued.

(d) References to a "director," "officer,"
"employee," or "agent" of the Corporation shall include,
without limitation, situations where such person is serving at
the request of the Corporation as a director, officer,
Page 16

employee, trustee or agent of another corporation, partnership,
joint venture, trust or other enterprise.

(e) References to "other enterprises" shall include
employee benefit plans; references to "fines" in the Act shall
include any excise taxes assessed on a person with respect to
any employee benefit plan; and references to "serving at the
request of the corporation" shall include any service as a
director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit
plan, its participants, or beneficiaries; and a person who
acted in good faith and in a manner the person reasonably
believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of
the Corporation" as referred to in this Bylaw.

ARTICLE VI

ISSUANCE OF SHARES

6.1 Adequacy of Consideration. Before the Corporation
issues shares, the Board of Directors shall determine that the
consideration received or to be received for the shares to be
issued is adequate. The authorization by the Board of
Directors of the issuance of shares for stated consideration
shall evidence a determination by the Board that such
consideration is adequate.

6.2 Certificates for Shares.

(1) Certificates representing shares of the
Corporation shall be in any form determined by the Board of
Directors consistent with the requirements of the Oregon
Business Corporation Act and these Bylaws. The certificates
shall be signed, either manually or in facsimile, by two
officers of the Corporation, at least one of whom shall be the
Chairman, the President or a Vice President, and may be sealed
with the seal of the Corporation, if any, or a facsimile
thereof. All certificates for shares shall be consecutively
numbered or otherwise identified. The signatures of officers
upon a certificate may be facsimiles if the certificate is
countersigned by a transfer agent or any assistant transfer
agent or registered by a registrar, other than the Corporation
itself or an employee of the Corporation.
Page 17

(2) Every certificate for shares of stock that are
subject to any restriction on transfer or registration of
transfer pursuant to the Articles of Incorporation, the Bylaws,
securities laws, a shareholders agreement or any agreement to
which the Corporation is a party shall have conspicuously noted
on the face or back of the certificate either the full text of
the restriction or a statement of the existence of the
restriction and that the Corporation retains a copy of the full
text. Every certificate issued when the Corporation is
authorized to issue more than one class or series within a
class of shares shall set forth on its face or back either
(a) a summary of the designations, relative rights, preferences
and limitations of the shares of each class and the variations
in rights, preferences and limitations for each series
authorized to be issued and the authority of the Board of
Directors to determine variations for future series or (b) a
statement of the existence of those designations, relative
rights, preferences and limitations and a statement that the
Corporation will furnish a copy thereof to the holder of the
certificate upon written request and without charge.

(3) All certificates surrendered to the Corporation
for transfer shall be canceled. The Corporation shall not
issue a new certificate for previously issued shares until the
former certificate or certificates for those shares are
surrendered and canceled; except that in case of a lost,
destroyed or mutilated certificate, a new certificate may be
issued on terms prescribed by the Board of Directors.

6.3 Transfer Agent and Registrar. The Board of Directors
may from time to time appoint one or more transfer agents and
one or more registrars for the shares of the Corporation, with
powers and duties determined by the Board of Directors.

6.4 Officer Ceasing to Act. If the person who signed a
share certificate, either manually or in facsimile, no longer
holds office when the certificate is issued, the certificate is
nevertheless valid.

ARTICLE VII

CONTRACTS, LOANS, CHECKS AND OTHER INSTRUMENTS

7.1 Contracts. Except as otherwise provided by law, the
Board of Directors may authorize any officers or agents to
execute and deliver any contract or other instrument in the
name of and on behalf of the Corporation, and this authority
may be general or confined to specific instances.
Page 18

7.2 Loans. The Corporation shall not borrow money and no
evidence of indebtedness shall be issued in its name unless
authorized by the Board of Directors. This authority may be
general or confined to specific instances.

7.3 Checks, Drafts, Etc. All checks, drafts or other
orders for the payment of money and notes or other evidences of
indebtedness issued in the name of the Corporation shall be
signed in the manner and by the officers or agents of the
Corporation designated by the Board of Directors.

7.4 Deposits. All funds of the Corporation not otherwise
employed shall be deposited to the credit of the Corporation in
those banks, trust companies or other depositaries as the Board
of Directors or officers of the Corporation designated by the
Board of Directors select, or be invested as authorized by the
Board of Directors.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

8.1 Severability. A determination that any provision of
these Bylaws is for any reason inapplicable, invalid, illegal
or otherwise ineffective shall not affect or invalidate any
other provision of these Bylaws.

8.2 Amendments. These Bylaws may be amended or repealed
and new Bylaws may be adopted by the Board of Directors or the
shareholders of the Corporation.
Page 19

EXHIBIT (4)
Note Purchase Agreement, dated as of July 20, 1987
between Precision Castparts Corp. and The Prudential
Insurance Company of America.

NOTE PURCHASE AGREEMENT

DATED JULY 20,1987

PRECISION CASTPARTS CORP.

$30,000,000

8.25%

TABLE OF CONTENTS

1. Authorization of Issue of Note 1

2. Purchase and Sale of Note 1

3. Conditions of Closing 1

3A. Opinion of Company's Counsel 2

3B. Representations and Warranties; No Default 2

3C. Accountants' Letter 2

3D. Payment of Outstanding Debt 3

3E. Purchase Permitted by Applicable Laws 3

3F. Proceedings 3

4. Prepayments 3

4A. Required Prepayments 3

4B. Optional Prepayment with Yield-Maintenance
Premium 3

4C. Notice of Prepayment 3

5. Affirmative Covenants 4

5A. Financial Statements 4

5B. Inspection of Property 6

5C. Covenant to Secure Note Equally 6

5D. Payment of Taxes 7

5E. Maintenance of Property 7

5F. Insurance 7

6. Negative Covenants 8

6A. Working Capital and Current Ratio and Net
Worth Requirements 8

6B. Dividend Limitation 8

6C. Lien, Debt and Other Restrictions 9

6C(1). Liens 9

6C(2). Debt 10

6C(3). Loans, Advances, Investments and
Contingent Liabilities 11

6C(4). Sale of Stock and Debt of Subsidiaries 12

6C(5). Merger and Sale of Assets 12

6C(6). Lease Rental 13

6C(7). Sale and Lease-Back 13

6C(8). Sale of Receivables 13

6C(9). Foreign Discount of Receivables 13

6C(10). Certain Contracts 13

6C(11). Transactions with Stockholders 14

6D. Issuance of Stock by Subsidiaries 15

7. Events of Default 15

8. Representations, Covenants and Warranties 18

8A. Organization and Qualification 18

8B. Financial Statements 18

8C. Actions Pending 19

8D. Outstanding Debt 19

8E. Title to Properties 19

8F. Taxes 19

8G. Conflicting Agreements and Other Matters 19

8H. Offering of Note 20

8I. Regulation G, etc. 20

8J. Pollution and Other Regulations 20

8K. ERISA 21

8L. Governmental Consent 21

8M. Holding Company and Investment Company Status 22

8N. Absence of Foreign or Enemy Status 22

8O. Possession of Franchises, Licenses, etc. 22

8P. Disclosure 22

9. Representation of the Purchaser 23

10. Definitions 23

11. Miscellaneous 27

11A. Note Payments 27

11B. Expenses 28

11C. Consent to Amendments 28

11D. Form, Registration, Transfer and Exchange of
Notes; Lost Notes 29

11E. Provision Applicable if any Note Sold 29

11E(1). Notices to Subsequent Holder 30

11E(2). Pro Rata Payments 30

11E(3). Consent of Holders of 66 2/3% 30

11F. Person Deemed Owners 30

11G. Survival of Representations and Warranties 30

11H. Successors and Assigns 31

11I. Notices 31

11J. Descriptive Headings 31

11K. Satisfaction Requirement 31

11L. Governing Law 31

11M. Counterparts 31

July 20, 1987

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
c/o PruCapital, Inc.
Suite 2750
Four Embarcadero Center
San Francisco, California 94111

Attention: Regional Vice President

Gentlemen:

The undersigned, Precision Castparts Corp. (herein
called the "Company"), hereby agrees with you as follows:

1. Authorization of Issue of Note. The Company will
authorize the issue of its promissory notes (herein, together
with any notes issued hereunder in substitution therefor, called
the "Note" or "Notes") in the aggregate principal amount of
$30,000,000, to be dated the date of issue thereof, to mature
June 30, 1997, to bear interest on the unpaid balance thereof
from the date thereof until the principal thereof shall become
due and payable at the rate of 8.25% per annum payable on a
semi-annual basis.

2. Purchase and Sale of Note. The Company hereby agrees
to sell to you and, subject to the terms and conditions herein
set forth, you agree to purchase from the Company two Notes each
registered in your name, the first in the principal amount of
$3,000,00 and the second in the principal amount of $27,000,000
at 100% of such principal amounts both substantially in the form
of Exhibit A attached hereto. The Company will deliver each Note
to you at the office of PruCapital, Inc., Four Embarcadero
Center, Suite 2750, San Francisco, California 94111 or such other
place as shall be mutually agreed upon, against payment of the
purchase price thereof on the date of closing, which shall be
July 20, 1987 or such earlier date as the Company shall designate
to you by not less than 5 days' notice in writing. The purchase
price shall be paid by wire transfer of immediately available
funds to First Interstate Bank of Oregon, East Portland Branch
for credit to the Company's account, No. 069-0099325, at such
bank.

3. Conditions of Closing. Your obligation to purchase and
pay for the Note is subject to the satisfaction, on or before the
date of closing, of the following conditions:

Page 1

3A. Opinion of Company's Counsel. You shall have received
from Messrs Stoel Rives Boley Jones & Grey, counsel for the
Company, a favorable opinion satisfactory to you as to (i) the
due organization and valid existence of the Company and each of
its Subsidiaries; (ii) the due authorization (including any
consent of stockholders required by law or by the charter or
bylaws of the Company), execution and delivery and the validity
of this Agreement and the Note; (iii) the absence of any
requirement to register the Note under the Securities Act of
1933, as amended; (iv) the corporate power of the Company and
each of its Subsidiaries to carry on their respective businesses
as then being conducted; (v) the due qualification of the Company
as a foreign corporation to transact business and the good
standing of the Company in each jurisdiction where the ownership
of property or the nature of the business transacted by it makes
such qualification necessary; and (vi) the execution and delivery
of this Agreement and the Note, the offering, issuance and sale
of the Note and fulfillment of and compliance with the respective
provisions hereof and thereof not conflicting with, or resulting
in a breach of the terms, conditions or provisions of, or
constituting a default under or resulting in any violation of, or
resulting in the creation of any Lien upon any of the properties
or assets of the Company pursuant to, or requiring any
authorization, consent, approval, exemption or other action by or
any notice to or filing with any court or administrative or
governmental body (other than routine filings after the date of
such opinion with the Securities and Exchange Commission and/or
State Blue Sky authorities) pursuant to, the charter or bylaws of
the Company, any applicable law (including any securities or Blue
Sky Law), statute, rule or regulation or (insofar as is known to
such counsel after having made due inquiry with respect thereto)
any agreement, instrument, order, judgment or decree to which the
Company is subject.

3B. Representations and Warranties; No Default. The
representations and warranties contained in paragraph 8 shall be
true on and as of the date of closing, except to the extent of
changes caused by the transactions herein contemplated; there
shall exist on the date of closing no Event of Default or
Default; and the Company shall have delivered to you an Officer's
Certificate, dated the date of closing, to both such effects.

3C. Accountants' Letter. The Company shall have delivered
to you a letter from Arthur Anderson & Co., addressed to you,
substantially in the form of Exhibit B hereto.
Page 2

3D. Payment of Outstanding Debt. The proceeds hereof shall
have been used to partially repay outstanding debt of the
Company.

3E. Purchase Permitted by Applicable Laws. The purchase of
and payment for the Note to be purchased by you on the date of
closing on the terms and conditions herein provided (including
the use of the proceeds of the Note by the Company) shall not
violate any applicable law or governmental regulation (including,
without limitations, Regulation G, T and X of the Board of
Governors of the Federal Reserve System) and shall not subject
you to any tax, penalty, liability or other onerous condition
under or pursuant to any applicable law or governmental
regulation, and you shall have received such certificates or
other evidence as you may request to establish compliance with
this condition.

3F. Proceedings. All corporate and other proceedings taken
or to be taken in connection with the transactions contemplated
hereby and all documents incident thereto shall be satisfactory
in substance and form to you, and you shall have received all
counterpart originals or certified or other copies of such
documents as you may reasonably request.

4. Prepayments. The Note shall be subject to prepayment
with respect to the required prepayments specified in paragraph
4A and also under the circumstances set forth in paragraph 4B.

4A. Required Prepayments. On June 30, 1988 and on June 30
in each year thereafter until the Note shall be paid in full, the
Company shall apply to the prepayment of the Note, without
premium, the sum of $3,000,000, and such principal amounts of the
Note, together with interest thereon to the prepayment dates,
shall become due on such prepayment dates.

4B. Optional Prepayment with Yield-Maintenance Premium.
The Note shall be subject to prepayment, in whole at any time or
from time to time in part (in multiples of $5,000,000), at the
option of the Company, at 100% of the principal amount so prepaid
plus the Yield-Maintenance Premium, if any, with respect to the
Note.

4C. Notice of Prepayment. The Company shall give you
written notice of each prepayment permitted by paragraph 4B, not
less than 30 days prior to the prepayment date, specifying such
prepayment date, the principal amount of the Note to be prepaid
on such date, whereupon the principal amount of the Note
Page 3

specified in such notice, together with interest thereon to the
prepayment date and together with the premium, if any, herein
provided, shall become due and payable on such prepayment date.

5. Affirmative Covenants.

5A. Financial Statements. The Company covenants that, so
long as you shall hold any Note, it will deliver to you in
duplicate

(i) as soon as practicable and in any event within 55
days after the end of each quarterly period (other than the
last quarterly period) in each fiscal year, a consolidated
profit and loss statement, reconciliation of surplus
statement and consolidated statements of cash flows of the
Company and its Subsidiaries for the period from the
beginning of the current fiscal year to the end of such
quarterly period, and a consolidated balance sheet of the
Company and its Subsidiaries as at the end of such quarterly
period, setting forth in each case in comparative form
figures for the corresponding period in the preceding fiscal
year, or prior year end, in conformance with normal
reporting practice, all in reasonable detail and certified
by an authorized financial officer of the Company, subject
to changes resulting from year-end adjustments;

(ii) as soon as practicable and in any event within
100 days after the end of each fiscal year, a consolidating
and consolidated profit and loss statement, reconciliation
of surplus statement and consolidated statements of cash
flows of the Company and its Subsidiaries for such year, and
a consolidating and consolidated balance sheet of the
Company and its Subsidiaries as at the end of such year,
setting forth in each case in comparative form corresponding
consolidated figures from the preceding annual audit, all in
reasonable detail and reasonably satisfactory in scope to
you and, as to the consolidated statements, certified to the
Company by independent public accountants of recognized
standing selected by the Company whose certificate shall be
in scope and substance reasonably satisfactory to you and,
as to the consolidating statements, certified by an
authorized financial officer of the Company;

(iii) promptly upon transmission thereof, copies of
all such financial statements, proxy statements, notices and
reports as it shall send to its stockholders and copies of
Page 4

all registration statements (except for exhibits and any
registration statements relating to employee stock purchase
plans) and all reports which it files with the Securities
and Exchange Commission (or any governmental body or agency
succeeding to the functions of the Securities and Exchange
Commission);

(iv) promptly upon receipt thereof, a copy of each
other report submitted to the Company or any Subsidiary by
independent accountants in connection with any annual,
interim or special audit made by them of the books of the
Company or any Subsidiary; and

(v) with reasonable promptness, such other financial
data as you may reasonably request.

Together with each delivery of financial statements
required by clauses (i) and (ii) above, the Company will deliver
to you an Officer's Certificate setting forth (except to the
extent specifically set forth in such financial statements) the
aggregate amount of interest accrued (stated separately) on
Funded Debt and Current Debt of the Company and Subsidiaries (if
any) during the fiscal period covered by such financial
statements, the aggregate amount of rental payments made during
such fiscal period by the Company and Subsidiaries (if any) which
(stated separately) were of the kinds subject to the restrictions
of paragraphs 6C(2) and the aggregate amount of all rental
payments made during such period by the Company and Subsidiaries
(if any), the dates of the beginning and end of the most recent
period of at least 60 consecutive days during which the Company
shall have been free from all Current Debt permitted by clause
(ii) of paragraph 6C(2), and the aggregate amounts of
depreciation on physical property charged on the books of the
Company and Subsidiaries (if any) during such fiscal period, and
stating that there exists no Event of Default or Default, or, if
any such Event of Default or Default exists, specifying the
nature thereof, the period of existence thereof and what action
the Company proposes to take with respect thereto. Together with
each delivery of financial statements required by clause (ii)
above, the Company will deliver to you a certificate of said
accountants stating that, in making the audit necessary to the
certification of such financial statements, they have obtained no
knowledge of any Event of Default or Default, or, if any such
Event of Default of Default exists, specifying the nature and
period of existence thereof. Such certificate shall not be
Page 5

required if the notes to the audited financial statements state
that the Company is in compliance with the restrictive provisions
of its loan agreements. Such accountants, however, shall not be
liable to anyone by reason of their failure to obtain knowledge
of any such Event of Default or Default which would not be
disclosed in the course of any audit conducted in accordance with
generally accepted accounting principles. The Company also
covenants that forthwith upon the President or principal
financial officer of the Company obtaining knowledge of the
existence and continuance for whatever period of an Event of
Default or Default, it will deliver to you an Officer's
Certificate specifying the nature thereof, the period of
existence thereof, and what action the Company proposes to take
with respect thereto. You are hereby authorized to deliver a
copy of any financial statement delivered to you pursuant to this
paragraph 5A to any regulatory body having jurisdiction over you.

5B. Inspection of Property. The Company covenants that, so
long as you shall hold any Note, it will permit any Person
designated by you or any of your agents or employees in writing,
at your expense, to visit and inspect any of the properties of
the Company, to examine the corporate books and financial records
of the Company and make copies thereof or extracts therefrom and
to discuss its affairs, finances and accounts with the principal
officers of the Company, all at such reasonable times and as
often as you may reasonably request. All information obtained by
you pursuant to this section and any other section hereof which
is not otherwise available to the general public is confidential
and will not be divulged to any third persons by you without the
prior written consent of the Company (which may not be
unreasonably withheld); provided that the foregoing shall not be
construed to limit you from divulging such information as is
necessary for your protection or when required by law. You will
execute any reasonable nondisclosure agreement requested by the
Company and reasonably acceptable to you. Any such examinations
or visits shall be subject to the rights of the Company's
suppliers and customers and any agreements with such suppliers
and customers.

5C. Covenant to Secure Note Equally. The Company covenants
that, if it or any Subsidiary shall create or assume any Lien
upon any of its property or assets, whether now owned or
hereafter acquired, other than Liens excepted by the provisions
of paragraph 6C(1) (unless prior written consent to the creation
or assumption thereof shall have been obtained pursuant to
Page 6

paragraph 11C or paragraph 11E(3)), it will make or cause to be
made effective provision whereby the Note will be secured by such
Lien equally and ratably with any and all other Debt thereby
secured as long as any such other Debt shall be so secured.

5D. Payment of Taxes. The Company covenants that, so long
as you shall hold any Note, it will duly pay or discharge, or
cause to be paid or discharged, before they become delinquent,
all taxes, assessments and governmental and other charges
lawfully levied and imposed upon the Company's, its Foreign
Subsidiary's or any Subsidiary's properties, franchises, earnings
and business as well as all lawful claims for labor, material and
supplies which, if unpaid, might become a Lien on such properties
or any part thereof; provided, however, that nothing herein
contained shall require any such tax assessment, lien or charge
to be paid so long as the validity thereof shall be contested in
good faith, including appropriate legal proceedings.

5E. Maintenance of Property. The Company covenants that,
so long as you shall hold any Note, it will at all times
maintain, preserve and keep all real estate, plants and other
property of the Company or any Significant Subsidiary, used or,
in the opinion of the Board of Directors of the Company,
advantageously useful in the conduct of the business of the
Company or any Significant Subsidiary in good working order and
condition and will, from time to time, make or cause to be made
all needful and proper repairs, extensions, additions,
betterments, improvements thereto and all renewals and
replacements thereof so that the business carried on in
connection therewith may be properly conducted at all times.

5F. Insurance. The Company covenants that, so long as you
shall hold any Note, it will, and cause all Significant
Subsidiaries to, maintain such insurance in such amounts and
against such hazards and liabilities as customarily is maintained
by other companies operating similar businesses and such other
insurance as may be required by law or as may be reasonably
required by you in writing, and that upon your written request,
it will deliver with each delivery of financial statements under
clause (ii) of paragraph 5A, an Officer's Certificate specifying
the details of such insurance in effect.
Page 7

6. Negative Covenants.

6A. Working Capital and Current Ratio and Net Worth
Requirements. The Company covenants that it will not permit (i)
Consolidated Working Capital at any time to be less than
$70,000,000, (ii) current assets at any time to be less than 175%
of current liabilities, or (iii) Consolidated Tangible Net Worth
at any time to be less than $75,000,000, determined as provided
in paragraph 10F with respect to any computation of Consolidated
Working Capital.

6B. Dividend Limitation. The Company covenants that it
will not pay or declare any dividend on any class of its stock or
make any other distribution on account of any class of its stock,
or redeem, purchase or otherwise acquire, directly or indirectly,
any shares of its stock (all of the foregoing being herein called
"Restricted Payments") except out of Consolidated Net Earnings
Available For Restricted Payments.

"Consolidated Net Earnings" shall mean gross revenues
of the Company and its Subsidiaries less all operating and non-
operating expenses of the Company and its Subsidiaries including
all charges of a proper character (including current and deferred
taxes on income, provision for taxes on unremitted foreign
earnings which are included in gross revenues, and current
additions to reserves), but not including in gross revenues any
gains (net of expenses and taxes applicable thereto) in excess of
losses resulting from the sale, conversion or other disposition
of capital assets (i.e., assets other than current assets), any
gains resulting from the write-up of assets, any equity of the
Company or any Subsidiary in the unremitted earnings of any
corporation which is not a Subsidiary, any earnings of any Person
acquired by the Company or any Subsidiary through purchase,
merger or consolidation or otherwise for any year prior to the
year of acquisition, or any deferred credit representing the
excess of equity in any Subsidiary at the date of acquisition
over the cost of the investment in such Subsidiary; all
determined in accordance with generally accepted accounting
principles.

"Consolidated Net Earnings Available For Restricted
Payments" shall mean an amount equal to (1) 50% (or minus 100% in
case of a deficit) of Consolidated Net Earnings for the period
(taken as one accounting period) commencing on April 1, 1986 and
terminating at the end of the last fiscal quarter preceding the
Page 8

date of any proposed Restricted Payment, less (2) the sum of (a)
the aggregate amount of all dividends and other distributions
paid or declared by the Company on any class of its stock after
March 31, 1986, and (b) the excess of the aggregate amount
expended, directly or indirectly, after March 31, 1986, for the
redemption, purchase or other acquisition of any shares of its
stock, over the aggregate amount received after March 31, 1986 as
the net cash proceeds of the sale of any shares of its stock
(excluding the net cash proceeds of the Company's sale of stock
on June 12, 1987). There shall not be included in Restricted
Payments or in any computation of Consolidated Net Earnings
Available For Restricted Payments: (x) dividends paid, or
distributions made, in stock of the Company; or (y) exchanges of
stock of one or more classes of the Company, except to the extent
that cash or other value is involved in such exchange. The term
"stock" as used in this paragraph 6B shall include warrants or
options to purchase stock.

6C. Lien, Debt and Other Restrictions. The Company
covenants that it will not and will not permit any Subsidiary to,
or, in the case of paragraph's 6C(4) and 6C(5), its Foreign
Subsidiary to:

6C(1). Liens. Create, assume or suffer to exist any Lien
upon any of its property or assets, whether now owned or
hereafter acquired (whether or not provision is made for the
equal and ratable securing of the Note in accordance with the
provisions of paragraph 5C), except

(i) Liens for taxes not yet due or which are being actively
contested in good faith by appropriate proceedings;

(ii) other Liens incidental to the conduct of its business
or the ownership of its property and assets which were
not incurred in connection with the borrowing of money
or the obtaining of advances or credit, and which do
not in the aggregate materially detract from the value
of its property or assets or materially impair the use
thereof in the operation of its business;

(iii) any Lien existing on any property of any corporation at
the time it becomes a subsidiary, or existing prior to
the time of acquisition upon any property acquired by
the Company or any Subsidiary through purchase, merger
or consolidation or otherwise, whether or not assumed
by the Company or such Subsidiary, or placed upon
Page 9

property at the time of acquisition by the Company or
any subsidiary to secure all or a portion of (or to
secure Debt incurred to pay all or a portion of) the
purchase price thereof, provided that (a) any such Lien
shall not encumber any other property of the Company or
such Subsidiary, and (b) the aggregate amount of Debt
secured by all such Liens does not violate the proviso
of clause (i) of paragraph 6C(2);

(iv) Liens on property or assets of a Subsidiary to secure
obligations of such Subsidiary to the Company or
another Subsidiary; and

(v) Liens securing miscellaneous Debt not to exceed an
aggregate of $11,000,000 at any time outstanding.

6C(2). Debt. Create, incur, assume or suffer to exist
any Funded or current Debt, except

(i) unsecured Funded Debt of the Company and Subsidiaries
and Debt secured by Liens permitted by clauses (iii)
and (v) of paragraph 6C(1) hereof, provided that such
unsecured Funded Debt and secured Debt shall not exceed
40% of Consolidated Tangible Gross Worth at any time
outstanding and, provided further, that the total
aggregate amount of such Debt of subsidiaries (together
with any current Debt of subsidiaries held pursuant to
clause (ii) below) shall not exceed $11,000,000 at any
time outstanding;

(ii) other Current Debt of the Company and Subsidiaries, not
in excess of an aggregate principal amount of
$20,000,000, at any time outstanding, provided that the
Company shall not create, incur, assume or suffer to
exist any Current Debt permitted by this clause (ii) on
any day unless, within the 12-months' period
immediately preceding such day, the aggregate Current
Debt of the Company permitted by this clause (ii) shall
not have been in excess of the greater of (a) $0.00 or
(b) an amount equal to unused portion of Funded Debt
available for borrowing under clause (i) of this
paragraph 6C(2), for at least 60 consecutive days.

(iii) Debt of any Subsidiary to the Company or another
Subsidiary.
Page 10

6C(3). Loans, Advances, Investments and Contingent
Liabilities. Make or permit to remain outstanding any loan or
advance to, or guarantee, endorse or otherwise be or become
contingently liable, directly or indirectly, in connection with
the obligations, stock or dividends of, or own, purchase or
acquire any stock, obligations or securities of, or any interest
in, or make any capital contribution to, any Person, except that
the Company and any Subsidiary may

(i) make or permit to remain outstanding loans or advances
to any Subsidiary (excluding Precision Castparts
Corp.-U.K. Ltd. and Precision Castparts Corp.-France
S.A.);

(ii) own, purchase or acquire stock, obligations or
securities of a Subsidiary or of a corporation which
immediately after such purchase or acquisition will be
a Subsidiary;

(iii) acquire and own stock, obligations or securities
received in settlement of debts (created in the
ordinary course of business) owing to the Company or
any Subsidiary;

(iv) own, purchase or acquire prime commercial paper and
certificates of deposit in United States commercial
banks (having capital resources in excess of
$100,000,000), in each case due within one year from
the date of purchase and payable in the United States
in United States dollars, obligations of the United
States Government or any agency thereof, and
obligations guaranteed by the United States Government;

(v) endorse negotiable instruments for collection in the
ordinary course of business;

(vi) make or permit to remain outstanding loans or advances
to, or guarantee, endorse or otherwise be or become
contingently liable, directly or indirectly, in
connection with the obligations, stock or dividends of,
or own, purchase or acquire stock, obligations or
securities of, any other Person (including for purposes
of this clause (vi) only, Precision Castparts
Corp.-U.K. Ltd. and Precision Castparts Corp.-France
S.A.), provided that the aggregate principal amount of
such loans and advances, plus (without duplication) the
aggregate amount of liabilities permitted by clauses
Page 11

(i) and (v) of paragraph 6C(10), plus the aggregate
amount of investment (at original cost) in such stock,
obligations and securities shall not exceed $12,000,000
at any time outstanding for the Company and all
Subsidiaries, and further provided that no Subsidiary
shall acquire any stock, or securities of, the Company.

6C(4). Sale of Stock and Debt of Subsidiaries. Sell or
otherwise dispose of, or part with control of, any shares of
stock or Debt of the Foreign Subsidiary or any Subsidiary, except
to the Company or the Foreign Subsidiary or another Subsidiary,
and except that all shares of stock and Debt of the Foreign
Subsidiary or any Subsidiary at the time owned by or owed to the
Company, the Foreign Subsidiary and all Subsidiaries may be sold
as an entirety for a cash consideration which represents the fair
value (as determined in good faith by the Board of Directors of
the Company) at the time of sale of the shares of stock and Debt
so sold, provided that the assets of the Foreign Subsidiary or
such Subsidiary do not constitute a Substantial Part of the
consolidated assets of the Company, the Foreign Subsidiary and
all Subsidiaries and that the earnings of such Foreign Subsidiary
or such Subsidiary shall not have constituted a Substantial Part
of Consolidated Net Earnings (as defined in paragraph 6B) for any
of the three fiscal years then most recently ended, and further
provided that, at the time of such sale, such Foreign Subsidiary
or such Subsidiary shall not own, directly or indirectly, any
shares of stock or Debt of the Foreign Subsidiary or any other
Subsidiary (unless all of the shares of stock and Debt of such
Subsidiary owned, directly or indirectly, by the Company, the
Foreign Subsidiary and all Subsidiaries are simultaneously being
sold as permitted by this paragraph 6C(4)).

6C(5). Merger and Sale of Assets. Merge or consolidate
with any other corporation or sell, lease or transfer or
otherwise dispose of all or a Substantial Part of its assets, or
assets which shall have contributed a Substantial Part of
Consolidated Net Earnings (as defined in paragraph 6B) for any of
the three fiscal years then most recently ended, to any Person,
except that

(i) the Foreign Subsidiary or any Subsidiary may merge with
the Company (provided that the Company shall be the
continuing or surviving corporation) or with any one or
more other Subsidiaries;
Page 12

(ii) the Foreign Subsidiary or any Subsidiary may sell,
lease, transfer or otherwise dispose of any of its
assets to the Company or another subsidiary; and

(iii) the Foreign Subsidiary or any Subsidiary may sell or
otherwise dispose of all or substantially all of its
assets subject to the conditions specified in paragraph
6C(4) with respect to a sale of the stock of the
Foreign Subsidiary or such Subsidiary.

6C(6). Lease Rental. Enter into, or permit to remain in
effect, any agreements to rent or lease (as lessee) any real or
personal property (excluding automobiles, light trucks, data
processing equipment, any leases required to be capitalized on
the books of the Company by generally accepted accounting
procedures and customer funded leases) for terms (including
options to renew or extend any term, whether or not exercised) of
more than one year providing for payments to lessors in excess of
an aggregate of $3,000,000 per annum by the Company and all
Subsidiaries on a consolidated basis.

6C(7). Sale and Lease-Back. Enter into any arrangement
with any lender or investor or to which such lender or investor
is a party providing for the leasing by the Company or any
Subsidiary of real property which has been or is to be sold or
transferred by the Company or any Subsidiary to such lender or
investor or to any Person to whom funds have been or are to be
advanced by such lender or investor on the security of such
property or rental obligations of the Company or any Subsidiary.

6C(8). Sale of Receivables. Sell any of its notes or
accounts receivable (other than in the ordinary course of
business, without recourse, and not in connection with the
borrowing of money), except that the Company may sell with
recourse foreign notes and foreign accounts receivable provided
that such notes and receivables are 100% insured by the Foreign
Credit Insurance Agency.

6C(9). Foreign Discount of Receivables. Discount any of
the notes or accounts receivable of the Foreign Subsidiary in
excess of an aggregate of $1,000,000 at any time outstanding.

6C(10). Certain Contracts. Enter into or be a party to

(i) any contract providing for the making of loans,
advances or capital contributions to any Person other
than a Subsidiary (except where the obligation is
Page 13

limited to a fixed maximum amount which is within the
limitations of clause (vi) of paragraph 6C(3)), or for
the purchase of any property from any Person, in each
case in order to enable such Person to maintain working
capital, net worth or any other balance sheet condition
or to pay debts, dividends or expenses; or

(ii) any contract for the purchase of materials, supplies or
other property or services if such contract (or any
related document) requires that payment for such
materials, supplies or other property or services shall
be made regardless of whether or not delivery of such
materials, supplies or other property or services is
ever made or tendered; or

(iii) any contract to rent or lease (as lessee) any real or
person property if such contract (or any related
document) provides that the obligation to make payments
thereunder is absolute and unconditional under
conditions not customarily found in commercial leases
then in general use or requires that the lessee
purchase or otherwise acquire securities or obligations
of the lessor; or

(iv) any contract for the sale or use of materials, supplies
or other property, or the rendering of services, if
such contract (or any related document) requires that
payment for such materials, supplies or other property,
or the use thereof, or payment for such services, shall
be subordinated to any indebtedness (of the purchaser
or use of such materials, supplies or other property or
the Person entitled to the benefit of such services)
owed or to be owed to any Person; or

(v) any other contract which, in economic effect, is
substantially equivalent to a guarantee, except as
permitted by clause (v) or clause (vi) of paragraph
6C(3) and except where the obligation is limited to a
fixed maximum amount which is within the limitations of
clause (vi) of paragraph 6C(3).

6C(11). Transactions With Stockholders. Directly or
indirectly, purchase, acquire or lease any property from, or
sell, transfer or lease any property to, or otherwise deal with,
in the ordinary course of business or otherwise, any Affiliate,
except on terms not less favorable to the Company or such
Subsidiary than would be usual and customary in similar
transactions between Persons not affiliated with each other,
Page 14

provided that the Company may sell to, or purchase (within the
limitations of paragraph 6B) from, any such Person shares of the
Company's stock.

6D. Issuance of Stock by Subsidiaries. Unless otherwise
required by law, the Company covenants that it will not permit
any Subsidiary or its Foreign Subsidiary (either directly, or
indirectly by the issuance of rights or options for, or
securities convertible into, such shares) to issue, sell or
otherwise dispose of any shares of any class of its stock (other
than director's qualifying shares) except to the Company, its
Foreign Subsidiary or another subsidiary.

7. Events of Default. If any of the following events
shall occur and be continuing for any reason whatsoever (and
whether such occurrence shall be voluntary or involuntary or come
about or be effected by operation of law or otherwise):

(i) the Company defaults in the payment of any principal of
any Note when the same shall become due, either by the
terms thereof or otherwise as herein provided; or

(ii) the Company defaults in the payment of any interest on
any Note for more than 10 days after the date due; or

(iii) the Company defaults in any payment of principal of or
interest on any other obligation for money borrowed in
excess of $750,000 (or of any obligation exceeding
$750,000 under conditional sale or other title
retention agreement or of any obligation exceeding
$750,000 secured by purchase money mortgage or of any
obligation exceeding $750,000 under notes payable or
drafts accepted representing extensions of credit)
beyond any period of grace provided with respect
thereto, or the Company defaults in the performance or
observance of any other agreement, term or condition
contained in any agreement under which any such
obligation is created (or if any other event or default
thereunder or under any such agreement shall occur and
be continuing) and the effect of such event or default
is to cause, or to permit the holder or holders of such
obligation (or a trustee on behalf of such holder or
holders) to cause, such obligation to become due prior
to any stated maturity; or
Page 15

(iv) any representation or warranty made by the Company
herein or in any writing furnished in connection with
or pursuant to this Agreement shall be false in any
material respect on the date as of which made; or

(v) the Company defaults in the performance or observance
of any agreement contained in paragraph 6; or

(vi) the Company defaults in the performance or observance
of any other agreement, term or condition contained
herein and such default shall not have been remedied
within 30 days after written notice thereof shall have
been received by the Company from you; or

(vii) the Company or any Subsidiary makes an assignment for
the benefit of creditors or is generally not paying its
debts as such debts become due; or

(viii) any order, judgment or decree is entered under the
bankruptcy, reorganization, compromise, arrangement,
insolvency, readjustment of debt, dissolution or
liquidation or similar law (herein called the
"Bankruptcy Law") of any jurisdiction adjudicating the
Company or any Significant Subsidiary bankrupt or
insolvent; or

(ix) the Company or any Significant Subsidiary petitions or
applies to any tribunal for, or consents to, the
appointment of, or taking possession by, a trustee,
receiver, custodian, liquidator or similar official, of
the Company or any Significant Subsidiary, or of any
Substantial Part of the assets of the Company or any
subsidiary, or commences a voluntary case under the
Bankruptcy Law of the United States or any proceedings
(other than proceedings for the voluntary liquidation
and dissolution of a Subsidiary) relating to the
Company or any Significant Subsidiary under the
Bankruptcy Law of any other jurisdiction, whether now
or hereafter in effect; or

(x) any such petition or application is filed, or any such
proceedings are commenced, against the Company or any
Significant Subsidiary and the Company or such
Subsidiary by any act indicates its approval thereof,
consent thereto or acquiescence therein, or any order
for relief is entered in an involuntary case under the
Bankruptcy Law of the United States, as now or
Page 16

hereafter constituted, or an order, judgment or decree
is entered appointing any such trustee, receiver, custodian,
liquidator or similar official, or approving the petition in any
such proceedings, and such order, judgment or decree remains
unstayed and in effect for more than 30 days; or

(xi) any order, judgment or decree is entered in any
proceedings against the Company decreeing the
dissolution of the Company and such order, judgment or
decree remains unstayed and in effect for more than 60
days; or

(xii) any order, judgment or decree is entered in any
proceedings against the Company or any Subsidiary
decreeing a split-up of the Company or such Subsidiary
which requires the divestiture of a Substantial Part,
or the divestiture of the stock of a Subsidiary whose
assets constitute a Substantial Part, of the
consolidated assets of the Company and its Subsidiaries
or which requires the divestiture of assets, or stock
of a Subsidiary, which shall have contributed a
Substantial Part of Consolidated Net Earnings (as
defined in paragraph 6B) for any of the three fiscal
years then most recently ended, and such order,
judgment or decree remains unstayed and in effect for
more than 60 days;

then (a) if such event is an Event of Default specified in clause
(viii), (ix) or (x) of this paragraph 7, all of the Notes at the
time outstanding shall automatically become immediately due and
payable at par together with interest accrued thereon, without
presentment, demand, protest or notice of any kind, all of which
are hereby waived by the Company, and (b) if such event is an
Event of Default specified in any other clause of this paragraph
7, the holder or holders of at least 66-2/3% of the aggregate
principal amount of the Notes at the time outstanding may, at its
or their option and in addition to any right, power or remedy
permitted by law or equity, by notice in writing to the Company,
declare all of the Notes to be, and all of the Notes shall
thereupon be and become, immediately due and payable together
with interest accrued thereon and together with the
Yield-Maintenance Premium, if any, with respect to each Note,
without presentment, demand, protest or further notice of any
kind, all of which are hereby waived by the Company, provided
that the Yield-Maintenance Premium, if any, with respect to each
Page 17

Note shall be due and payable upon such declaration only if (x)
such holder or holders shall have given to the Company, at least
10 Business Days prior to such declaration, written notice
stating its or their intention so to declare the Notes to be
immediately due and payable and specifying one or more Events of
Default which permit such declaration and (y) one or more of the
Events of Default so specified shall be continuing at the time of
such declaration.

8. Representations, Covenants and Warranties. The Company
represents, covenants and warrants:

8A. Organization and Qualification. The Company is a
corporation duly organized and validly existing under the laws of
the State of Oregon, each Subsidiary is duly organized and
existing in good standing under the laws of the jurisdiction in
which incorporated, and the Company has and each Subsidiary has
the corporate power to own its respective property and to carry
on its respective business as now being conducted, and the
Company and each Subsidiary is duly qualified as a foreign
corporation to do business and in good standing in every
jurisdiction in which the nature of the respective business
conducted by it makes such qualification necessary.

8B. Financial Statements. The Company has furnished you
with the following financial statements, identified by a
principal financial officer of the Company: (i) consolidated
balance sheets of the Company and its Subsidiaries as at
March 31, 1987, and consolidated profit and loss and surplus
statements of the Company and its Subsidiaries for the year ended
on such dates, respectively, all certified by Arthur Andersen &
Co. Such financial statements (including any related schedules
and/or notes) are true and correct in all material respects, have
been prepared in accordance with generally accepted accounting
principles consistently followed throughout the periods involved
and show all liabilities, direct and contingent, of the Company
and its Subsidiaries required to be shown in accordance with such
principles. The balance sheets fairly present the condition of
the Company and its Subsidiaries as at the dates thereof, and the
profit and loss and surplus statements fairly present the results
of the operations of the Company and its Subsidiaries for the
periods indicated. There has been no material adverse change in
the business, condition or operations (financial or otherwise) of
the Company and its Subsidiaries taken as a whole since March 31,
1987.
Page 18

8C. Actions Pending. Except as disclosed in the Company's
Annual Report on 10-K for the year ended March 31, 1987, there is
no action, suit, investigation or proceeding pending or, to the
knowledge of the Company, threatened against the Company or any
of its Subsidiaries, or any properties or rights of the Company
or any of its Subsidiaries, by or before any court, arbitrator or
administrative or governmental body which might result in any
material adverse change in the business, condition or operations
of the Company and its Subsidiaries taken as a whole.

8D. Outstanding Debt. Neither the Company nor any of its
Subsidiaries has outstanding any Funded or Current Debt, on a
consolidated basis except Debt permitted by paragraph 6C(2).
There exists no default under the provisions of any instrument
evidencing such Debt or of any agreement relating thereto.

8E. Title to Properties. The Company and each of its
Subsidiaries has good and marketable title to its respective real
properties (other than properties which it leases) and good title
to all of its other respective properties and assets, including
the properties and assets reflected in the balance sheet as at
March 31, 1987 hereinabove described (other than properties and
assets disposed of in the ordinary course of business), subject
to no Lien of any kind except Liens permitted by paragraph 6C(1).
The Company and its Subsidiaries enjoy peaceful and undisturbed
possession under all leases necessary in any material respect for
the operation of their respective properties and assets, none of
which contain any unusual or burdensome provisions which might
materially affect or impair the operation of such properties and
assets. All such leases are valid and subsisting and are in full
force and effect.

8F. Taxes. The Company and each of its Subsidiaries has
filed all Federal, State and other income tax returns which, to
the best knowledge of the officers of the Company, are required
to be filed, and each has paid all taxes as shown on said returns
and on all assessments received by it to the extent that such
taxes have become due. Federal, State and other income tax
returns of the Company and its Subsidiaries have been examined
and reported on by the taxing authorities or closed by applicable
statutes and satisfied for all fiscal years prior to and
including the fiscal year ended on March 31, 1983.

8G. Conflicting Agreements and Other Matters. Neither the
execution nor delivery of this Agreement nor of the Note, nor the
offering, issuance and sale of the Note, nor fulfillment of nor
Page 19

compliance with the terms and provisions hereof and of the Note
will conflict with, or result in a breach of the terms,
conditions or provisions of, or constitute a default under, or
result in any violation of, or result in the creation of any Lien
(except pursuant to paragraph 5C) upon any of the properties or
assets of the Company or any Subsidiary pursuant to, the charter
or by-laws of the Company or any of its Subsidiaries, any award
of any arbitrator or any agreement (including any agreement with
stockholders), instrument, order, judgment, decree, statute, law,
rule or regulation to which the Company or any of its
Subsidiaries is subject.

8H. Offering of Note. Neither the Company nor any agent
acting on its behalf has, directly or indirectly, offered the
Note or any similar security of the Company for sale to, or
solicited any offers to buy the Note or any similar security of
the Company from, or otherwise approached or negotiated with
respect thereto with, any Person or Persons other than yourself,
and neither the Company nor any agent acting on its behalf has
taken or will take any action which would subject the issuance or
sale of the Note to the provisions of Section 5 of the Securities
Act of 1933, as amended, or to the provisions of any securities
or Blue Sky law of any applicable jurisdiction.

8I. Regulation G, etc. The proceeds of sale of the Note to
you will be used to retire existing Debt, none of which was
originally incurred to purchase a margin security. None of such
proceeds will be used, directly or indirectly, for the purpose of
purchasing or carrying any margin security or for the purpose of
reducing or retiring any indebtedness which was originally
incurred to purchase or carry a margin security or for any other
purpose which might constitute this transaction a "purpose
credit" within the meaning of said Regulation G. Neither the
Company nor any agent acting on its behalf has taken or will take
any action which in acting on its behalf has taken or will take
any action which might cause this Agreement or the Note to
violate Regulation G, Regulation T or any other regulation of the
Board of Governors of the Federal Reserve System or to violate
the Securities Exchange Act of 1934, in each case as in effect
now or as the same may hereafter be in effect.

8J. Pollution and Other Regulations. The Company and each
of its Subsidiaries is exercising its best efforts to comply with
all laws and regulations relating to pollution and environmental
control, equal employment opportunity and employee safety in all
jurisdictions in which the Company and each of its Subsidiaries
Page 20

is presently doing business, and the Company will use its best
efforts to comply and to cause each Foreign Subsidiary and each
of its Subsidiaries to comply with all such laws and regulations
which may be legally imposed in the future in jurisdictions in
which the Company, the Foreign Subsidiary or any Subsidiary may
then be doing business.

8K. ERISA. No material employee benefit plan established
or maintained by the Company or any Subsidiary (including any
multi-employer plan to which the Company or any Subsidiary
contributes) which is subject to Part 3 of Subtitle B of Title I
of the Employee Retirement Income Security Act of 1974, as
amended and in effect (herein called "ERISA"), had a material
accumulated funding deficiency (as such term is defined in
Section 302 of ERISA) as of the last day of the most recent
fiscal year of such plan ended prior to the date hereof, or would
have had an accumulated funding deficiency (as so defined) on
such day if such year were the first year of such plan to which
Part 3 of Subtitle B of Title I or ERISA applied, and no material
liability to the Pension Benefit Guaranty Corporation, has been,
or is expected by the Company or any Subsidiary or Affiliate to
be, incurred with respect to any such plan by the Company or any
Subsidiary or Affiliate. The execution and delivery by the
Company of this Agreement and the Notes will not involve any
prohibited transaction within the meaning of ERISA or Section
4975 of the Internal Revenue Code. The representation by the
Company in the next preceding sentence is made in reliance upon
and subject to the accuracy of your representation in paragraph 9
as to the source of the funds to be used by you to pay the
purchase price of the Notes.

8L. Governmental Consent. Neither the nature of the
Company or of any Subsidiary, nor any of their respective
businesses or properties, nor any relationship between the
Company or any Subsidiary and any other Person, nor any
circumstance in connection with the offer, issue, sale or
delivery of the Note is such as to require any consent, approval
or other action by or any notice to or filing with any court or
administrative or governmental body (other than routine filings
after the date of closing with the Securities and Exchange
Commission and/or State Blue Sky authorities) in connection with
the execution and delivery of this Agreement, the offer, issue,
sale or delivery of the Note or fulfillment of or compliance with
the terms and provisions hereof or of the Note.
Page 21

8M. Holding Company and Investment Company Status. Neither
the Company nor any Subsidiary is a "holding company", or a
"subsidiary company" of a "holding company", or an "affiliate" of
a "holding company" or of a "subsidiary company" of a "holding
company", or a "public utility", within the meaning of the Public
Utility Holding Company Act of 1935, as amended, or a "public
utility" within the meaning of the Federal Power Act, as amended.
Neither the Company nor any Subsidiary is an "investment company"
or a company "controlled" by an "investment company" within the
meaning of the Investment Company Act of 1940, as amended, or any
"investment adviser" within the meaning of the Investment
Advisers Act of 1940, as amended.

8N. Absence of Foreign or Enemy Status. The Company is not
a "national" of a foreign country designated in Executive Order
No. 8389, as amended, or of any "designated enemy country" as
defined in executive Order No. 9193, as amended, of the President
of the United States of America within the meaning of said
Executive Orders, as amended, or of any regulation issued
thereunder, or a "national" of any "designated foreign country"
within the meaning of the Foreign Assets Control Regulations or
the Cuban Assets Control Regulations of the United States of
America, 31 CFR, sub-title B, Chapter V, as amended, or a
"person" in Southern Rhodesia or acting on behalf of or for the
benefit of a "person" in Southern Rhodesia within the meaning of
the Rhodesian Sanctions Regulations, 31 CFR, sub-title B, Chapter
V, as amended.

8O. Possession of Franchises, Licenses, etc. The Company
possesses all franchises, certificates, licenses, permits and
other authorizations from governmental political subdivisions or
regulatory authorities and all patents, trademarks, service
marks, trade names, copyrights, licenses and other rights, free
from burdensome restrictions, that are necessary in any material
respect for the ownership, maintenance and operation of its
properties and assets, and the Company is not in violation of any
thereof in any material respect.

8P. Disclosure. Neither this Agreement nor any other
document, certificate or statement furnished to you by or on
behalf of the Company when read together in connection herewith
contains any untrue statement of a material fact or omits to
state a material fact necessary in order to make the statements
contained herein and therein not misleading. There is no fact
peculiar to the Company which materially adversely affects the
business, property or assets, or financial condition of the
Page 22

Company which has not been set forth in this Agreement or in the
other documents, certificates and statements furnished to you by
or on behalf of the Company prior to the date hereof in
connection with the transactions contemplated hereby.

9. Representation of the Purchaser. You represent and in
making this sale to you it is specifically understood and agreed
that you are acquiring the Note for the purpose of investment and
not with a view to or for sale in connection with any
distribution thereof, provided that the disposition of your
property shall at all times be and remain within your control.
You also represent that no part of the funds being used by you to
pay the purchase price of the Note hereunder constitutes assets
allocated to any separate account (as defined in Section 3 of
ERISA) maintained by you in which any employee benefit plan (as
defined in Section 3 of ERISA) participates to the extent of 5%
or more, other than employee benefit plans named on a list which
has been furnished by you to the Company.

10. Definitions. For the purpose of this Agreement, the
following terms shall have the following meanings:

10A. "Affiliate" shall mean any Person directly or
indirectly controlling, controlled by, or under direct or
indirect common control with, the Company, except a Subsidiary or
a Foreign Subsidiary. A Person shall be deemed to control a
corporation if such Person possesses, directly or indirectly, the
power to direct or cause the direction of the management and
policies of such corporation, whether through the ownership of
voting securities, by contract or otherwise.

10B. "Business Day" shall mean any day other than a
Saturday, a Sunday or a day on which commercial banks in New York
City are required or authorized to be closed.

10C. "Called Principal" shall mean, with respect to any
Note, the principal of such Note that is to be prepaid pursuant
to paragraph 4B (any partial prepayment being applied in
satisfaction of required payment of principal in inverse order of
their scheduled due dates) or is declared to be immediately due
and payable pursuant to paragraph 7.

10D. "Consolidated Tangible Net Worth" shall mean as of the
time of any determination thereof, the excess of (1) the sum of
(i) the par value (or value stated on the books of the Company)
of the capital stock of all classes of the Company, plus (or
Page 23

minus in the case of a surplus deficit) (ii) the amount of the
consolidated surplus, whether capital or earned, of the Company
and its subsidiaries, over (2) the sum of treasury stock,
unamortized debt discount and expense, good will, trademarks,
trade names, patents, deferred charges and other intangible
assets and any write-up of the value of any assets after May 31,
1987; all determined on a consolidated basis for the Company and
all Subsidiaries in accordance with generally accepted accounting
principles.

10E. "Consolidated Tangible Gross Worth" shall mean
Consolidated Tangible Net Worth plus Funded Debt.

10F. "Consolidated Working Capital" shall mean the excess of
consolidated current assets over consolidated current liabilities
of the Company and its Subsidiaries, both determined in
accordance with generally accepted accounting principles
consistent with those followed in the preparation of the
financial statements referred to in paragraph 8B, provided that
there shall not be included in (a) current assets (i) any loans
or advances made by the Company or any Subsidiary except travel
and other like advances to officers and employees in the ordinary
course of business, and (ii) assets of the Foreign Subsidiary and
(b) current liabilities any Current Debt equal to the unused
portion of Funded Debt available for borrowing under clause (i)
of paragraph 6C(2).

10G. "Current Debt" shall mean any obligation for borrowed
money (and any notes payable and drafts accepted representing
extensions of credit whether or not representing obligations for
borrowed money) payable on demand or within a period of one year
from the date of the creation thereof; provided that any
obligation shall be treated as Funded Debt, regardless of its
term, if such obligation is renewable pursuant to the terms
thereof or of a revolving credit or similar agreement effective
for more than one year after the date of the creation of such
obligation, or may be payable out of the proceeds of a similar
obligation pursuant to the terms of such obligation or of any
such agreement.

10H. "Debt" shall mean Funded Debt or Current Debt, as the
case may be.

10I. "Discounted Value" shall mean, with respect to the
Called Principal of any Note, the amount calculated by
Page 24

discounting all Remaining Scheduled Payments with respect to such
Called Principal from their respective scheduled due dates to the
Settlement Date with respect to such Called Principal, in
accordance with accepted financial practice and at a discount
factor (applied on a semiannual basis) equal to the Reinvestment
Yield with respect to such Called Principal.

10J. "Event of Default" shall mean any of the events
specified in paragraph 7, provided that there has been satisfied
any requirement in connection with such event for the giving of
notice, or the lapse of time, or the happening of any further
condition, event or act, and "Default" shall mean any of such
events, whether or not any such requirement has been satisfied.

10K. "Foreign Subsidiary" shall mean Precision Castparts
Corp. - U.K. Ltd. and Precision Castparts Corp. - France S.A., if
(x) their net sales and operating profits exceed 10% of
consolidated net sales and consolidated operating profits of the
Company and all its subsidiaries and (y) their total assets
exceed 15% of total consolidated assets of the Company and all
its subsidiaries.

10L. "Funded Debt" shall mean any obligation payable more
than one year from the date of the creation thereof, which under
generally accepted accounting principles is shown on the balance
sheet as a liability (excluding reserves for deferred income
taxes and other reserves to the extent that such reserves do not
constitute an obligation and including unfunded pension
liabilities), plus (without duplication) amounts equal to the
aggregate net rentals (after making allowance for any interest,
taxes or other expenses included therein) payable more than one
year from the date of the creation thereof under any lease
(whether or not such rentals accrue and become payable only on an
annual or other periodic basis) which lease (a) constitutes the
substantial equivalent of a purchase of the property subject to
such lease, or (b) has an initial term materially less than the
useful life of such property and provides that the lessee has the
option to renew such lease for the remaining useful life of such
property at a rental which at the inception of such lease appears
to be substantially less than the fair rental value of such
property, or (c) provides an option to the lessee to acquire the
property subject to such lease at a price which, at the inception
of such lease, appears to be substantially less that the probable
fair value of such property at the time or times of permitted
acquisition by the lessee.
Page 25

10M. "Lien" shall mean any mortgage, pledge, security
interest, encumbrance, lien or charge or any kind (including any
agreement to give any of the foregoing, any conditional sale or
other title retention agreement, any lease in the nature thereof,
and the filing of or agreement to give any financing statement
under the Uniform Commercial Code of any jurisdiction).

10N. "Officer's Certificate" shall mean a certificate signed
in the name of the Company by its President, one of its Vice
Presidents or its Treasurer.

10O. "Person" shall mean and include an individual, a
partnership, a joint venture, a corporation, a trust, an
unincorporated organization and a government or any department or
agency thereof.

10P. "Reinvestment Yield" shall mean, with respect to the
Called Principal of any Note, the yield to maturity implied by
the Treasury Constant Maturity Series yields reported (for the
latest day for which such yields shall have been so reported as
of the Business Day next preceding the Settlement Date with
respect to such Called Principal) in Federal Reserve Statistical
Release H.15 (519) (or any comparable successor publication) for
actively traded U.S. Treasury securities having a constant
maturity equal to the remaining weighted averaged life to final
maturity (calculated in accordance with accepted financial
practice) of such Called Principal as of such Settlement Date.
Such implied yield shall be determined (a) by calculating the
remaining weighted average life to final maturity of such Called
Principal rounded to the nearest quarter-year and (b) if
necessary, by interpolating linearly between Treasury Constant
Maturity Series yields.

10Q. "Remaining Scheduled Payments" shall mean, with respect
to the Called Principal of any Note, all payments of such Called
Principal and interest thereon that would be due on dates after
the Settlement Date with respect to such Called Principal if no
payment of such Called Principal were made prior to its scheduled
due date.

10R. "Settlement Date" shall mean, with respect to the
Called Principal of any Note, the date on which such Called
Principal is to be prepaid pursuant to paragraph 4B or is
declared to be immediately due and payable pursuant to paragraph
7.
Page 26

10S. "Significant Subsidiaries" shall mean any Subsidiary
which would be a significant subsidiary under Regulation S-X of
the Securities and Exchange Commission, as in effect on the date
hereof.

10T. "Subsidiary" shall mean any corporation organized
under the laws of any State of the United States of America,
Canada, or any Province of Canada, which conducts the major
portion of its business in and makes the major portion of its
sales to Persons located in the United States of America or
Canada, and all of the stock of every class of which, except
directors' qualifying shares, shall, at the time of which any
determination is being made, be owned by the Company either
directly or through Subsidiaries, provided that Precision
Castparts Corp. - U.K. Ltd. and Precision Castparts Corp. -
France S.A. shall be included in this definition of Subsidiary if
(x) the total of such subsidiaries net sales and operating
profits are less than 10% of consolidated net sales and
consolidated operating profits of the Company and all its
subsidiaries and (y) the total assets of such subsidiaries is
less than 15% of total consolidated assets of the Company and all
its subsidiaries.

10U. "Substantial Part" shall mean, when used with respect
to assets, more than 10% of the consolidated assets of the
Company and all Subsidiaries, and, when used with respect to
Consolidated Net Earnings for any period, more than 10% of
Consolidated Net Earnings for such period.

10V. "Yield-Maintenance Premium" shall mean, with respect to
any Note, a premium equal to the excess, if any, of the
Discounted Value of the Called Principal of such Note over the
sum of such Called Principal plus interest accrued thereon as of
the Settlement Date with respect to such Called Principal. the
Yield-Maintenance Premium shall in no event be less than zero.

11. Miscellaneous.

11A. Note Payments. The Company agrees that, as long as you
shall hold any Note it will make payments of principal thereof
and interest and premium, if any, thereon, by transfer of
immediately available funds for credit to your account
#050-54-526 in Morgan Guaranty and Trust Company of New York, 23
Wall Street, New York, New York 10015 ("Morgan"), or such other
account in the United States as you may designate in writing,
provided, however, that with respect to the Note purchased by you
Page 27

in the principal amount of $3,000,000 pursuant to paragraph 2
(and any Note or Notes issued in exchange therefore), payments of
principal thereof and interest and premium, if any, thereon,
shall be made by transfer of immediately available funds for
credit to your account #000-01-159 in Morgan. Each wire transfer
shall set forth the name of the Company, the full title
(including the interest rate and final maturity date) of the
Notes, a reference to "Security No. 740189", and the due date and
application (as among principal, premium and interest) of the
payment being made. You agree that, before disposing of any
Note, you will make a notation thereon of all principal payments
previously made thereon and of the date to which interest thereon
has been paid, and will notify the Company of the name and
address of the transferee of such Note, including the place to
which payment is to be made.

11B. Expenses. The Company agrees, whether or not the
transaction hereby contemplated shall be consummated, to pay, and
save you harmless against liability for the payment of, all
out-of-pocket expenses arising in connection with this
transaction, including all taxes, together in each case with
interest and penalties, if any, and any income tax payable by you
in respect of any reimbursement therefor, which may be payable in
respect of the execution and delivery of this Agreement or the
execution, delivery or acquisition of any Note issued under or
pursuant to this Agreement, all printing costs in connection with
this Agreement and any subsequent modification thereof or consent
thereunder. The obligations of the Company under this paragraph
11B shall survive transfer by you and payment of any Note.

11C. Consent to Amendments. This Agreement may be amended,
and the Company may take any action herein prohibited, or omit to
perform any act herein required to be performed by it, if the
Company shall obtain your written consent to such amendment,
action or omission to act. Each holder of any Note at the time
or thereafter outstanding shall be bound by any consent
authorized by this paragraph 11C or paragraph 11E(3), whether or
not such Note shall have been marked to indicate such consent,
but any Note issued thereafter may contain a reference, or bear a
notation referring, to any such consent. No course of dealing
between the Company and the holder of any Note nor any delay in
exercising any rights hereunder or under any Note shall operate
as a waiver of any rights of any holder of such Note. As used
herein and in the Note, the term "this Agreement" and references
thereto shall mean this Agreement as it may, from time to time,
be amended or supplemented.
Page 28

11D. Form, Registration, Transfer and Exchange of Notes;
Lost Notes. The Notes are issuable as Registered Notes or Order
Notes transferable only on the books of the Company, each without
coupons in the denominations of $1,000,000 and any integral
multiple of $1,000,000. The Company shall keep at its principal
office a register in which the Company shall provide for the
registration of Notes and of transfers of Notes. Upon surrender
for registration of transfer of any Note held by you at the
office of the Company, the Company shall, at its expense
(excluding transfer, stamp or other similar taxes), execute and
deliver one or more new Notes of like tenor and of a like
aggregate principal amount which Notes may either be registered
in the name of the designated transferee or transferees. At the
option of the holder of any Note, such Note may be exchanged for
Notes of like tenor and of any authorized denominations, of a
like aggregate principal amount, upon surrender of the Note to be
exchanged at the office of the Company. Whenever any Notes held
by you are so surrendered for exchange, the Company shall, at its
expense (excluding transfer, stamp or other similar taxes),
execute and deliver the Notes which the new noteholder is
entitled to receive. Every Note surrendered for registration of
transfer or exchange shall be duly endorsed, or be accompanied by
a written instrument of transfer duly executed, by the holder of
such Note or his attorney duly authorized in writing. Any Note
or Notes issued in exchange for any Note or upon transfer thereof
shall carry the rights to unpaid interest and interest to accrue
which were carried by the Note so exchanged or transferred, so
that neither gain nor loss of interest shall result from any such
transfer or exchange. Upon receipt of written notice from you or
other evidence reasonably satisfactory to the Company of the
loss, theft, destruction or mutilation of any Note held by you
and, in the case of any such loss, theft or destruction, upon
receipt of your unsecured indemnity agreement, or, if such notice
is by a holder other than you, other indemnity reasonably
satisfactory to the Company, or in the case of any such
mutilation upon surrender and cancellation of such Note, the
Company will make and deliver a new Note, of like tenor, in lieu
of the lost, stolen, destroyed or mutilated Note.

11E. Provision Applicable if Any Note Sold. In the event
that you shall sell or otherwise transfer the Note or any part
thereof to any Person other than the Company, the following
provisions shall apply:
Page 29

11E(1). Notices to Subsequent Holder. If any Note shall
have been transferred to another holder pursuant to paragraph 11D
and such holder shall have designated in writing the address to
which communications with respect to such Note shall be mailed,
all notices, certificates, requests, statements and other
documents required or permitted to be delivered to you by any
provision hereof shall also be delivered to each such holder,
except that financial statements and other documents provided for
in paragraph 5A need not be delivered to any such holder holding
less than 10% of the aggregate principal amount of Notes from
time to time outstanding.

11E(2). Pro Rata Payments. All interest payments and
payments of principal and premium (if any) shall be made and
applied pro rata on all Notes outstanding including, for the
purpose of this paragraph 11E(2) only, all Notes acquired by the
Company or any Subsidiary or Affiliate other than by prepayment
in accordance with the terms of this Agreement.

11E(3). Consent of Holders of 66 2/3%. Any consent,
notice or demand required or permitted by any provision hereof to
be given by you shall be sufficient if given by the holder or
holders of at least two-thirds of the principal amount of Notes
at the time outstanding except that, without the written consent
of the holder or holders of all Notes at the time outstanding, no
amendment to this Agreement shall change the maturity of any
Note, or change the principal of, or the rate or time of payment
of interest or any premium payable with respect to any Note, or
affect the time or amount of any required prepayments, or reduce
the proportion of the principal amount of the Notes required with
respect to any consent.

11F. Person Deemed Owners. Prior to due presentment for
registration of transfer, the Company may treat the Person in
whose name any Registered Note is registered as the owner and
holder of such Note for the purpose of receiving payment of
principal of and interest and premium (if any) on such Note and
for all other purposes whatsoever, whether or not such Note shall
be overdue, and the Company shall not be affected by notice to
the contrary.

11G. Survival of Representations and Warranties. All
representations and warranties contained herein or made in
writing by the Company in connection herewith shall survive the
execution and delivery of this Agreement and of the Note and
Page 30

transfer by you and payment of any Note, regardless of any
investigation made by you or on your behalf.

11H. Successors and Assigns. Except as otherwise specified
in paragraph's 11D and 11E, all covenants and agreements in this
Agreement contained by or on behalf of either of the parties
hereto shall bind and inure to the benefit of the respective
successors and assigns of the parties hereto whether so expressed
or not.

11I. Notices. All communications provided for hereunder
shall be sent by first class mail and, if to you, addressed to
you in the manner (except as otherwise provided in paragraph 11A
with respect to payment of principal of and interest and premium,
if any, on the Note) in which this agreement is addressed, and if
to the Company, at its offices at 4600 S.E. Harney Drive,
Portland, Oregon 97206 Attention: Vice President Administration,
or to such other address with respect to either party as such
party shall notify the other in writing; provided, however, that
any such communication to the Company may also, at your option,
be either delivered to the Company at its address set forth above
or to any office of the Company.

11J. Descriptive Headings. The descriptive headings of the
several paragraphs of this Agreement are inserted for convenience
only and do not constitute a part of this Agreement.

11K. Satisfaction Requirement. If any agreement,
certificate or other writing, or any action taken or to be taken,
is by the terms of this Agreement required to be satisfactory to
you, the determination of such satisfaction shall be made by you
in your sole and exclusive judgment exercised in good faith.

11L. Governing Law. This Agreement is being delivered and
is intended to be performed in the State of Oregon, and shall be
construed and enforced in accordance with, and the rights of the
parties shall be governed by, the law of such State.

11M. Counterparts. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall
be deemed an original, and it shall not be necessary in making
proof of this Agreement to produce or account for more than one
such counterpart.

Page 31

NOTICE TO THE BORROWER

DO NOT SIGN THIS AGREEMENT BEFORE YOU READ IT. THIS
AGREEMENT PROVIDES FOR THE PAYMENT OF A PENALTY IF YOU WISH TO
REPAY THE LOAN PRIOR TO THE DATES PROVIDED FOR REPAYMENT IN THE
AGREEMENT.

Very truly yours,
PRECISION CASTPARTS CORP.

By /s/ Roy M. Marvin
Vice President

The foregoing Agreement is
hereby accepted as of the
date first above written.

THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA

By PruCapital Management, Inc., Agent

By /s/ Deborah J. Hall
Vice President
Page 32

EXHIBIT A

8.25% Promissory Note due June 30, 1997

Portland, Oregon

FOR VALUE RECEIVED, the undersigned, Precision
Castparts Corp. (herein called the "Company"), a corporation
organized and existing under the laws of the State of Oregon,
hereby promises to pay to

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
or registered assigns, the principal sum of

on June 30, 1997, with interest (computed on the basis of a
360-day year-30-day month) on the unpaid balance thereof at the
rate of 8.25% per annum from the date hereof, payable
semi-annually on the first day of December and June in each year,
commencing with the interest payment date next succeeding the
date hereof, until the principal hereof shall have become due and
payable, and thereafter at the rate of 9.25 % per annum until
paid.

This Note is issued pursuant to an Agreement dated
July 20, 1987 between the Company and The Prudential Insurance
Company of America and is entitled to the benefits and subject to
the terms thereof. As provided in the Agreement, this Note is
subject to mandatory and optional prepayment, in whole or in
part, in certain cases without premium and in other cases with a
premium as specified in the Agreement.

As provided in the Agreement, upon surrender of this
Note for registration of transfer, duly endorsed, or accompanied
by a written instrument of transfer duly executed, by the
registered holder hereof or his attorney duly authorized in
writing, a new Note for a like principal amount will be issued
to, and registered in the name of, the transferee. The Company
may treat the person in whose name this Note is registered as the
owner hereof for the purpose of receiving payment and for all
other purposes, and the Company shall not be affected by any
notice to the contrary.
Page 33

Payments of both principal and interest are to be made
as provided in the agreement.

The Company agrees to make prepayments of principal on
the dates and in the amounts specified in the Agreement.

In case an Event of Default, as defined in said
Agreement, shall occur and be continuing, the principal of this
Note may be declared due and payable in the manner and with the
effect provided in the Agreement. The Company agrees to pay all
collection expenses, court costs and reasonable attorneys' fees,
including fees at the pretrial, trial and appellate level, which
may be incurred in the collection or enforcement of this Note or
any part hereof.

PRECISION CASTPARTS CORP.

By
Vice President, Administration
Secretary and Treasurer
Page 34

EXHIBIT B

Precision Castparts Corp.
4600 S.E. Harney Drive
Portland, Oregon 97206

We have examined the consolidated financial statements of
Precision Castparts Corp. and subsidiaries for the three years
ended March 31, 1987 and have issued our report thereon dated
May 6, 1987. Our examinations were made in accordance with
generally accepted auditing standards and, accordingly, included
such tests of the accounting records and such other auditing
procedures as we considered necessary in the circumstances. In
connection with those examinations, we have also examined the
Company's provisions for federal and state income taxes.

In our opinion, the Company has paid or provided adequate
accruals in the financial statements referred to above for the
payment of all federal and state income taxes applicable to
fiscal year 1987 and prior years that could reasonably be
anticipated at the time of our examinations.

This report has been furnished solely for the information and use
of The Prudential Insurance Company of America in connection with
its consideration of the loan application of Precision Castparts
Corp. and is not to be used for any other purpose.

Portland, Oregon
May 6, 1987

EXHIBIT (10)A
Precision Castparts Corp. Revised and Restated Stock
Incentive Plan as amended.

PRECISION CASTPARTS CORP.

REVISED AND RESTATED STOCK INCENTIVE PLAN

1. The Plan; Purpose. This Revised and Restated Stock

Incentive Plan (the "Plan") constitutes an amendment and

restatement of the Amended and Revised Stock Option Plan of

Precision Castparts Corp. (the "Company"). The purposes of the

Plan are to encourage employees who are in a position to

influence the financial success of the Company or of its

subsidiaries, if any, to acquire a proprietary interest in the

Company and to give them added incentive to advance the

interests of the Company, through an opportunity to share in

its profits and growth.

2. Shares Subject to the Plan. Subject to adjustment as

provided in paragraph 10, the stock to be offered under the

Plan shall consist of shares of the Company's Common Stock,

without par value per share ("Stock"), and the number of shares

of Stock that may be issued (i) upon exercise of all options

granted under the Plan (ii) as a bonus under the Plan, and

(iii) pursuant to sales under the Plan shall not exceed in the

aggregate 3,350,000 shares. Such shares may be authorized and

unissued shares or may be treasury shares. Cash payments of

stock appreciation rights as well as Stock issued upon exercise

of stock appreciation rights shall be applied against the

maximum number of shares of Stock that may be issued under the

Plan; the number of shares to be applied against such maximum

number of shares in such circumstances shall be determined by

Page 1

dividing the amount of the cash payment by the fair market

value of a share of Stock on the date the stock appreciation

right is exercised as determined by, or in accordance with

procedures adopted by, the Board of Directors. If an option

granted under the Plan expires or terminates for any reason

without having been exercised in full, the unpurchased shares

subject to such option shall again be available under the Plan.

If Stock sold or awarded as a bonus under the Plan is forfeited

to the Company or repurchased by the Company pursuant to

restrictions applicable to such Stock, the number of shares

forfeited or repurchased shall again be available under the

Plan. Stock issued under the Plan may be subject to such

restrictions on transfer, repurchase rights or other

restrictions as shall be determined by the Board of Directors.

3. Effective Date and Duration of the Plan.

(a) Effective Date. The Plan, as revised and

restated, shall become effective when adopted by the Board of

Directors, but (i) no option granted under the Plan after such

date shall become exercisable, (ii) no Stock shall be awarded

as a bonus under the Plan unless such Stock is subject to

restrictions, and (iii) no restrictions with respect to Stock

awarded as a bonus or sold under the Plan shall lapse, expire,

or be removed or waived unless and until the Plan is approved

by the holders of at least two-thirds of the outstanding shares

of capital stock of the Company entitled to vote thereon.

Subject to this limitation, options may be granted and Stock

may be awarded as bonuses or sold under the Plan, as revised

Page 2

and restated, at any time after the effective date and before

termination of the Plan pursuant to paragraph 3(b).

(b) Duration. The Plan shall continue in effect

until, in the aggregate, options have been granted and

exercised and Stock has been awarded as bonuses or sold and the

restrictions on any such Stock shall have lapsed with respect

to all of the shares available for the Plan under paragraph 2

(subject to any adjustments under paragraph lO); provided,

however, that unless sooner terminated by action of the Board

of Directors of the Company, the Plan shall terminate on, and

no option shall be granted and no Stock shall be awarded as a

bonus or sold under the Plan on or after May 16, 1994. The

Board of Directors shall have the right to suspend or terminate

the Plan at any time except with respect to options and to

Stock subject to restrictions then outstanding under the Plan.

Termination shall not affect any right of the Company to

repurchase shares or the forfeitability of shares previously

issued under the Plan.

4. Administration; Eligible Employees.

(a) The Plan shall be administered by the Board of

Directors of the Company, which shall determine and designate

from time to time the key employees of the Company and its

subsidiaries (including officers and directors who are also

employees) to whom options shall be granted and the number of

shares to be covered by each option, the option price, the

period of each option, and the time or times at which options

may be exercised, and the persons to whom Stock shall be

awarded as a bonus or sold, the number of shares of Stock that

Page 3

shall be awarded as a bonus or sold, the consideration for

which Stock shall be issued, and the terms, conditions, and

duration of restrictions applicable to Stock. Subject to the

provisions of the Plan, the Board of Directors may from time to

time adopt rules and regulations relating to administration of

the Plan, amend rules and regulations relating to

administration of the Plan, advance the lapse of any waiting

period or exercise date, waive or modify any restriction

applicable to Stock (except those restrictions imposed by law),

and make all other determinations in the judgment of the Board

of Directors necessary or desirable for the administration of

the Plan. The interpretation and construction of the

provisions of the Plan and the respective stock bonus, stock

purchase, and option agreements thereunder by the Board of

Directors shall be final and conclusive. The Board of

Directors may correct any defect or supply any omission or

reconcile any inconsistency in the Plan or in any stock bonus,

stock purchase or option agreement in the manner and to the

extent it deems expedient to carry the Plan into effect and it

shall be the sole and final judge of such expediency. No

director who holds or is eligible to hold an option, to be

awarded Stock as a bonus, or to purchase Stock under the Plan

shall vote upon any action taken by the Board of Directors

involving such matter, and such action may only be taken if

both a majority of the Board of Directors and a majority of

directors voting on the action are not eligible and have not at

any time within one year prior thereto been eligible to receive

an option, to be awarded Stock as a bonus, or to purchase Stock

Page 4

pursuant to the Plan or was eligible for selection as a person

to whom stock allocated or to whom stock options or stock

appreciation rights, bonus rights or bonus of stock may be

granted under the Plan or any other stock plan of the Company

or an affiliate of the Company.

(b) The Board of Directors may delegate to a commit

tee of the Board of Directors consisting of three or more mem

bers (the "Committee") any or all authority for administration

of the Plan. No person shall be appointed to the Committee if

within one year prior thereto he or she was eligible to

purchase Stock or to receive an option, stock appreciation

right, bonus right or bonus of Stock pursuant to the Plan or

was eligible for selection as a person to whom stock may be

allocated or to whom stock options or stock appreciation

rights, bonus rights or bonus of stock may be granted under the

Plan or any other stock plan of the Company. Members of the

Committee shall not be eligible to receive an option or a bonus

or to purchase Stock under the Plan while serving on the

Committee. If a Committee is appointed, all references to the

Board of Directors in the Plan shall mean and relate to such

Committee unless the context requires otherwise.

(c) Persons eligible to be awarded benefits under

the Plan shall be limited to officers and salaried key

employees of the Company who have substantial responsibility in

the direction and management of the Company or of any of its

subsidiaries (as such term is defined in Section 425(f) of the

Internal Revenue Code of 1986 as amended (the "Code")), if any,

Page 5

or any division of the Company.

5. Grants, Awards and Sales.

(a) Type of Security. The Board of Directors may,

from time to time, take the following action, separately or in

combination, under the Plan: (i) grant Incentive Stock

Options, as defined in Section 422A as provided in paragraph

5(b); (ii) grant options other than Incentive Stock Options

(hereinafter "Non-Statutory Stock Options") as provided in

paragraph 5(c); (iii) grant stock appreciation rights or bonus

rights as provided in paragraphs 11 and 12 hereof; (iv) award

bonuses of Stock as provided in paragraph 5(d) and (v) sell

Stock subject to restrictions, as provided in paragraph 5(e).

The Board of Directors shall specify the action taken with

respect to each person granted, awarded, or sold any option or

Stock under the Plan, and shall specifically designate each

option granted under the Plan as an Incentive Stock Option or

Non-Statutory Stock Option.

(b) Incentive Stock Options. Incentive Stock

Options shall be subject to the following additional terms and

conditions:

(i) No Incentive Stock Option granted under the

Plan before January 1, 1987 may be exercised, whether in whole

or in part, while there is outstanding any other option to

purchase stock of the Company, parent or subsidiary of the

Company or a predecessor corporation of any of such

corporations qualifying as an "incentive stock option" under

Section 422A(b) of the Code that was granted to the option

holder prior to the granting of such Incentive Stock Option.

Page 6

(ii) No employee may be granted Incentive Stock

Options under the Plan such that the aggregate fair market

value (determined as of the date of grant) of the stock with

respect to Incentive Stock Options are exercisable for the

first time by that employee during any calendar year under the

Plan and under any other stock option plan of the Company or

any parent or subsidiary of the Company exceeds $100,000.

(iii) An Incentive Stock Option may be granted

under the Plan to an employee possessing more than 10 percent

of the total combined voting power of all classes of stock of

the Company or of any parent or subsidiary of the Company only

if the option price is at least 110 percent of the fair market

value of the Stock subject to the option on the date it is

granted, as described in paragraph 5(b)(iv), and the option by

its terms is not exercisable after the expiration of five years

from the date it is granted.

(iv) Except as provided in paragraph 8, no

Incentive Stock Option granted under the Plan may be exercised

unless at the time of such exercise the optionee is employed by

the Company or any parent or subsidiary of the Company and

shall have been so employed continuously since the date such

option was granted. Absence on leave or on account of illness

or disability under rules established by the Board of Directors

shall not, however, be deemed an interruption of employment for

this purpose.

(v) Subject to paragraphs 5(b)(iii) and

5(b)(iv), Incentive Stock Options granted under the Plan shall

Page 7

continue in effect for the period fixed by the Board of

Directors, except that no Incentive Stock Option shall be

exercisable after the expiration of 10 years from the date it

is granted.

(vi) The option price per share shall be

determined by the Board of Directors at the time of grant.

Except as provided in paragraph 5(b)(iii), the option price

shall not be less than 100 percent of the fair market value of

the shares covered by the Incentive Stock Option at the date

the option is granted. The fair market value of shares covered

by an Incentive Stock Option shall be determined by, or in

accordance with procedures adopted by, the Board of Directors.

(c) Non-Statutory Stock Options. Non-Statutory

Stock Options shall be subject to the following additional

terms and conditions:

(i) Non-Statutory Stock Options granted under

the Plan shall continue in effect for the period fixed by the

Board of Directors, except that no Non-Statutory Stock Option

shall be exercisable after the expiration of 10 years plus

seven days from the date it is granted.

(ii) The option price per share shall be

determined by the Board of Directors at the time of grant. The

option price may be more or less than or equal to the fair

market value of the shares covered by the Non-Statutory Stock

Option on the date the option is granted, provided that, in no

event shall the exercise price be less than 85 percent of the

fair market value. The fair market value of shares covered by

a Non-Statutory Stock Option shall be determined by, or in

Page 8

accordance with procedures adopted by, the Board of Directors

of the Company.

(d) Stock Bonus. Stock awarded as a bonus shall be

subject to the terms, conditions and restrictions determined by

the Board of Directors at the time the Stock is awarded as a

bonus. The Board of Directors may require the recipient to

sign an agreement as a condition of the award. The agreement

may contain such terms, conditions, representations and

warranties as the Board of Directors may require. The

certificates representing the shares of Stock awarded shall

bear such legends as shall be determined by the Board of

Directors. Stock awarded as a bonus shall be issued for such

consideration (including services) as is determined by the

Board of Directors, provided that no cash payments shall be

required by any recipient except that the Company may require

any recipient to pay to the Company amounts necessary to

satisfy any applicable federal, state or local tax withholding

requirements prior to delivery of certificates.

(e) Restricted Stock. The Board of Directors may

issue shares of Stock under the Plan for such consideration

(including promissory notes and services) as shall be

determined by the Board of Directors in accordance with law and

with such restrictions concerning transferability, repurchase

by the Company, or forfeiture as determined by the Board of

Directors, provided that in no event shall any of the shares

issued hereunder (i) be issued for consideration of less than

50 percent of the fair market value of the Stock as determined

by, or in accordance with procedures adopted by, the Board of

Page 9

Directors or (ii) be or become freely transferable or not

subject to such restrictions within one year of the date such

shares are issued. All shares of Stock issued pursuant to this

paragraph 5(e) shall be subject to a Purchase Agreement, which

shall be executed by the Company and the prospective recipient

of the Stock prior to the delivery of certificates representing

such shares to the recipient. The Purchase Agreement shall

contain such terms and conditions and representations and

warranties as the Board of Directors requires. The

certificates representing the Stock shall bear such legends as

shall be determined by the Board of Directors.

6. Exercise of Options. Except as provided in paragraph

8, options granted under the Plan may be exercised from time to

time over the period stated in each option in such amounts and

at such times as shall be prescribed by the Board of Directors,

provided that options shall not be exercised for fractional

shares. Unless otherwise determined by the Board of Directors

at the date of grant, if the optionee does not exercise an

option in any one year with respect to the full number of

shares to which the optionee is entitled in that year, the

optionee's rights shall be cumulative and the optionee may

purchase those shares in any subsequent year during the term of

the option.

7. Nontransferability.

(a) Options. Each option granted under the Plan by

its terms shall be nonassignable and nontransferable by the

optionee, either voluntarily or by operation of law, except by

will or by the laws of descent and distribution of the state or

Page 10

country of the optionee's domicile at the time of death, and

each such option by its terms shall be exercisable during the

optionee's lifetime only by the optionee. Upon any attempt to

transfer, assign, pledge, hypothecate or otherwise dispose of

any option under this Plan or of any right or privilege

conferred hereby or hereunder contrary to the provisions

hereof, or upon the sale or levy or any attachment or similar

process upon the rights and privileges conferred hereby or

hereunder, such option and any stock appreciation right or

bonus right relating thereto shall thereupon terminate and

become null and void.

(b) Stock. Stock issued upon exercise of an option

or awarded as a bonus or sold under the Plan may have, in

addition to restrictions on transfer imposed by law, such

restrictions on transfer as may be determined by the Board of

Directors.

8. Termination of Employment or Death.

(a) In the event the employment of an optionee by

the Company or by any parent or subsidiary of the Company is

terminated by retirement, disability or for any reason,

voluntarily or involuntarily, with or without cause, other than

in the circumstances specified in subsection (b) or (c) below

or, in the case of Non-Statutory Stock Options, retirement at

normal retirement age as defined under the provisions of the

Company's Retirement Plan or under conditions of bona fide

early retirement, any option held by such optionee may be

exercised at any time prior to its expiration date or the

expiration of three months in the case of Incentive Stock

Page 11

Options or six months in the case of Non-Statutory Stock

Options after the date of such termination of employment,

whichever is the shorter period, but only if and to the extent

the optionee was entitled to exercise the option on the date of

such termination. The Board of Directors may, in its

discretion, extend the three-month or six-month period any

length of time not later than the expiration date of the

option, subject to such terms and conditions as the Board of

Directors may determine. In the event the employment of an

optionee by the Company or by any parent or subsidiary of the

Company is terminated by retirement at normal retirement age as

defined under the provisions of the Company's Retirement Plan

or under conditions of bona fide early retirement, any Non-

Statutory Stock Option may be exercised at any time prior to

its expiration date or the expiration of twelve months after

the date of such termination of employment, whichever is the

shorter period, but only if and to the extent the optionee was

entitled to exercise the option on the date of such

termination.

(b) In the event an optionee's employment by the

Company or by any parent or subsidiary of the Company is

terminated because of death, any option held by such optionee

may be exercised with respect to that number of shares and to

the same extent that the optionee could have exercised the

option on the date of death. Any such option held by the

optionee shall be exercisable only by the person or persons to

whom such optionee's rights under such option shall pass by the

optionee's will or by the laws of descent and distribution of

Page 12

the state or country of the optionee's domicile at the time of

death. Any such option must be exercised prior to the earlier

of the expiration of 12 months from the date of death or the

expiration of the option. The Board of Directors may, in its

discretion, extend the 12-month period any length of time not

later than the expiration date of the option, subject to such

terms and conditions as the Board of Directors may determine.

(c) Notwithstanding subparagraphs (a) or (b) above

or any other provision of the Plan, in the event of a Change in

Control, as hereinafter defined, (i) all restrictions imposed

pursuant to any grant of a Stock Bonus or Restricted Stock

shall lapse and (ii) all options outstanding on the date of

such Change in Control shall become immediately and fully

exercisable (and may be exercised at any time prior to their

respective expirations or the expiration of three months in the

case of Incentive Stock Options or six months in the case of

Nonstatutory Stock Options after the optionee's employment with

the Company terminates).

For purposes of this Plan, a "Change in Control"

shall be deemed to have occurred if

(i) any "person," as such term is used in

Sections 13(d) and 14(d) of the Securities Exchange Act of

1934, as amended (the "Exchange Act") (other than the Company,

any trustee or other fiduciary holding securities under an

employee benefit plan of the Company, or any company owned,

directly or indirectly, by the stockholders of the Company in

substantially in the same proportions as their ownership of

stock of the Company), is or becomes the "beneficial owner" (as

Page 13

defined in Rule 13d-3 under the Exchange Act) directly or

indirectly, of securities of the Company representing more than

20% of the combined voting power of the Company's then

outstanding securities;

(ii) during any period of two consecutive years

(not including any period prior to the effective date of this

provision), individuals who at the beginning of such period

constitute the Board of Directors, and any new director (other

than a director designated by a person who has entered into an

agreement with the Company to effect a transaction described in

clause (i), (iii) or (iv) of this Section) whose election by

the Board of Directors or nomination for election by the

Company's stockholders was approved by a vote of at least two-

thirds (2/3) of the directors then still in office who either

were directors at the beginning of the period or whose election

or nomination for election was previously so approved, cease

for any reason to constitute at least a majority thereof;

(iii) the stockholders of the Company approve a

merger or consolidation of the Company with any other company,

other than (1) a merger or consolidation which would result in

the voting securities of the Company outstanding immediately

prior thereto continuing to represent (either by remaining

outstanding or by being converted into voting securities of the

surviving entity) more than 50% of the combined voting power of

the voting securities of the Company or such surviving entity

outstanding immediately after such merger or consolidation or

Page 14

(2) a merger or consolidation effected to implement a

recapitalization of the Company (or similar transaction) in

which no "person" (as hereinabove defined) acquires more than

20% of the combined voting power of the Company's then

outstanding securities; or

(iv) the stockholders of the Company approve a

plan of complete liquidation of the Company or an agreement for

the sale or disposition by the Company of all or substantially

all of the Company's assets.

(d) To the extent an option held by any deceased

optionee or by any optionee whose employment is terminated

shall not have been exercised within the limited periods

provided above, all further rights to purchase shares pursuant

to such option and all other rights relating to such option

shall cease and terminate at the expiration of such periods.

9. Purchase of Shares Pursuant to Option. Exercise of

all or part of an option granted under the Plan shall occur

upon the receipt by the Company of written notice of exercise

signed by the optionee. In the notice, the optionee shall

designate the date the option being exercised was granted, the

number of shares covered by the option, the option price, the

number of shares as to which the option is being exercised, an

election between the methods of payment prescribed in this

section, and, unless in the opinion of counsel for the Company

such a representation is not required in order to comply with

the Securities Act of 1933, as amended, containing a

representation that it is the optionee's present intention to

acquire the shares for investment and not with a view to

Page 15

distribution. Exercise of all or part of an option acquired

under the Plan constitutes a binding contract between the

Company and the optionee exercising the option. The optionee

shall elect:

(a) To make payment in full for the shares covered

by such exercise in cash (including cash which may be the

proceeds of a loan from the Company), in shares of Common Stock

of the Company previously acquired and held for not less than

one year by the optionee, valued at fair market value as

determined by the Board of Directors, or in any combination of

cash and such shares of Common Stock of the Company within 30

days from the date of exercise; or

(b) To enter into a binding subscription contract

with the Company to make payment in full for the shares covered

by such exercise on a date not more than 12 months from the

date of such exercise.

Under either method of payment, the Company shall

issue certificates representing such shares only after receipt

of payment from the optionee. Each optionee who has exercised

an option shall, upon notification of the amount due, if any,

and prior to or concurrently with delivery of the certificates

representing the shares with respect to which the option was

exercised, pay to the Company amounts necessary to satisfy any

applicable federal, state, and local tax withholding

requirements. If additional withholding is or becomes required

beyond any amount deposited before delivery of the

certificates, the optionee shall pay such amount to the Company

on demand.

Page 16

10. Changes in Capital Structure. In the event that the

outstanding shares of Stock of the Company are hereafter

increased or decreased or changed into or exchanged for a

different number or kind of shares or other securities of the

Company or of another corporation, by reason of any

reorganization, merger, consolidation, recapitalization,

reclassification, stock split-up, combination of shares, or

dividend payable in shares, appropriate adjustment shall be

made by the Board of Directors in the number and kind of shares

issuable upon exercise of outstanding options, for which

options may be granted and for which Stock may be awarded as

bonuses or sold subject to restrictions under the Plan. In

addition, the Board of Directors shall make appropriate

adjustment in the number and kind of shares as to which

outstanding options, or portions thereof then unexercised,

shall be exercisable, to the end that each optionee's

proportionate interest shall be maintained as before the

occurrence of such event. Such adjustment in outstanding

options shall be made without change in the total price

applicable to the unexercised portion of any option and with a

corresponding adjustment in the option price per share. The

Board of Directors may also require that any securities issued

in respect of or exchanged for Stock issued hereunder which is

subject to restrictions be subject to similar restrictions.

Notwithstanding the foregoing, the Board of Directors shall

have no obligation to effect any adjustment which would or

might result in the issuance of fractional shares, and any

fractional shares resulting from any adjustment may be

Page 17

disregarded or provided for in any manner determined by the

Board of Directors. Any such adjustment made by the Board of

Directors shall be conclusive. In the event of dissolution or

liquidation of the Company or a merger or consolidation in

which the Company is not the surviving corporation, in lieu of

providing for options or Stock subject to restrictions as

described above in this paragraph 10, the Board of Directors

may, in its sole discretion, (i) provide a 30-day period

immediately prior to such event during which optionees shall

have the right to exercise options in whole or in part without

any limitation on exercisability and (ii) waive or modify any

such restrictions.

11. Stock Appreciation Rights.

(a) Grant. Stock appreciation rights may be granted

under the Plan by the Board of Directors, subject to such

rules, terms and conditions as the Board of Directors may

prescribe; provided, however, that stock appreciation rights

may only be granted in connection with an option grant or in

connection with an outstanding option previously granted under

the Plan and shall not be assignable other than in conjunction

with assignment of the related option pursuant to paragraph

7(a).

(b) Exercise.

(i) A stock appreciation right shall be

exercisable only at the time or times established by the Board

of Directors and only to the extent and on the same conditions

that the related option could be exercised. Upon exercise of a

stock appreciation right, the option or portion thereof to

Page 18

which the stock appreciation right relates must be surrendered.

No stock appreciation right may be exercised during the first

six months following the date it is granted. Option shares

with respect to which a stock appreciation right has been

exercised may not again be subjected to options under the Plan.

(ii) The Board of Directors may withdraw any

stock appreciation right granted under the Plan at any time and

may impose any conditions upon the exercise of a stock

appreciation right or adopt rules and regulations from time to

time affecting the rights of holders of stock appreciation

rights. Such rules and regulations may govern the right to

exercise stock appreciation rights prior to the adoption or

amendment of such rules and regulations as well as stock

appreciation rights granted thereafter.

(iii) Each stock appreciation right shall entitle

the holder, upon exercise, to receive from the Company in

exchange therefor an amount equal in value to the excess of the

fair market value on the date of exercise of one share of Stock

of the Company over the option price per share to which the

stock appreciation right relates, multiplied by the number of

shares covered by the option, or portion thereof, which is

surrendered. No stock appreciation right shall be exercisable

at a time that the amount determined under this subparagraph is

negative. Payment by the Company upon exercise of a stock

appreciation right may be made in Stock valued at its fair

market value, in cash, or partly in Stock and partly in cash,

all as shall be determined by the Board of Directors.

(iv) The fair market value of the Stock shall be

Page 19

determined by, or in accordance with procedures adopted by, the

Board of Directors.

(v) Shares issued upon exercise of a stock

appreciation right may consist either in whole or in part of

authorized and unissued Stock or issued Stock held as treasury

shares. No fractional shares shall be issued upon exercise of

a stock appreciation right. In lieu thereof, cash may be paid

in an amount equal to the value of the fraction or, if the

Board of Directors shall determine, the number of shares may be

rounded downward to the next whole share.

(vi) In the event of any adjustment pursuant to

paragraph 10 in the number of shares of Stock subject to an

option granted under the Plan, the stock appreciation rights

granted hereunder in connection with such option shall be

proportionately adjusted.

12. Limited Stock Appreciation Rights. The Board of

Directors may, in its sole discretion, grant to eligible

employees a limited stock appreciation right (a "limited

right") with respect to all or any portion of any option

granted pursuant to the Plan. The Board of Directors may grant

a limited right either at the time the related option is

granted or, in the case of options granted which are not

incentive stock options, at any time thereafter prior to the

exercise, termination, expiration or cancellation of such

option. A limited right shall be exercisable to the same

extent and upon the same terms and conditions as the related

option but may be exercised only during a Limited Exercise

Period which commences on or after the expiration of six (6)

Page 20

months following the date of grant of such limited right. The

term "Limited Exercise Period" shall mean any ninety (90) day

period beginning on the later of (i) the first day following a

Change in Control as defined in Section 8(c) above or (ii) the

expiration of such six-month period.

Upon any exercise of a limited right, the holder

thereof shall be entitled, with respect to each share covered

by the related option, to an amount in cash equal to the

excess, if any, of (1) the highest per share price paid for

shares of Stock of the Company (or the equivalent value in the

case of a transaction described in Section 8(c)(iv) hereof) in

the transaction constituting the Change in Control, or, in the

case of a Change in Control described in Section 8(c)(ii)

hereof which does not occur in connection with a transaction

described in Sections 8(c)(i), (iii) or (iv) hereof, the

average trading price of shares of Stock of the Company on the

New York Stock Exchange, such other national securities

exchange on which such shares are admitted to trade or the

National Association of Securities Dealers Automated Quotation

System if such shares are admitted for quotation thereon,

during the thirty (30) day period ending on the date

immediately preceding the Change in Control, over (2) the

exercise price per share of the related option; provided, that

in the case of a limited right in respect of an incentive stock

option, the amount paid upon exercise of such limited right

shall not exceed the maximum amount necessary in order for such

option to continue to qualify as an incentive stock option.

Upon any exercise of a limited right, the related

Page 21

option and stock appreciation right (if any) shall be cancelled

to the extent of such exercise. Upon any exercise of a stock

appreciation right or of an option, the limited right (if any)

granted with respect thereto shall be cancelled to the extent

of such exercise. The provisions of this Section 12 are

intended to meet the applicable requirements of Rule 16b-3

promulgated under Section 16 of the Securities Exchange Act of

1934, as amended, and all interpretations of this Section shall

be made in a manner consistent with and so as to comply with

the requirements of such Rule.

Notwithstanding anything in this Section 12 to the

contrary, no limited stock appreciation rights may be granted,

and all limited stock appreciation rights then outstanding

shall expire, upon the adoption by the Securities and Exchange

Commission of a final rule or regulation to the effect that the

exercise of an option under the Plan will be exempt from the

application of Section 16(b) of the Exchange Act.

13. Cash Bonus Rights.

(a) Grant. The Board of Directors may grant bonus

rights under the Plan in connection with (i) an option granted

or previously granted, (ii) Stock awarded, or previously

awarded, as a bonus, and (iii) Stock sold or previously sold,

under the Plan. Bonus rights will be subject to rules, terms

and conditions as the Board of Directors may prescribe.

(b) Bonus Rights in Connection with Options. The

bonus right granted in connection with an option will entitle

an optionee to a cash bonus if and when the option to which the

bonus right relates is exercised (or terminates in connection

Page 22

with the exercise of a stock appreciation right related to the

option) in whole or in part. No bonus right may be exercised

during the first six months following the date the bonus right

is granted. If an optionee purchases shares and does not

exercise the stock appreciation right, then the amount of the

bonus shall be determined by multiplying the excess of the

total fair market value of the shares to be acquired upon the

exercise over the total option price for the shares by the

applicable bonus percentage. If the optionee is exercising the

stock appreciation right in connection with the termination of

an option, then the bonus shall be determined by multiplying

the total fair market value of the shares and cash received

pursuant to the exercise of the stock appreciation right by the

applicable bonus percentage. For the purpose of this

paragraph, the fair market value of shares shall be determined

by the Board of Directors. The bonus percentage applicable to

a bonus right shall be determined from time to time by the

Board of Directors but shall in no event exceed 75 percent.

(c) Bonus Rights in Connection with Stock Bonus.

The bonus right granted in connection with Stock awarded as a

bonus will entitle the person awarded such Stock to a cash

bonus either at the time the Stock is awarded or at such time

as restrictions, if any, to which the Stock is subject lapse.

If Stock awarded is subject to restrictions and is repurchased

by the Company or forfeited by the holder, the bonus right

granted in connection with such Stock shall terminate and may

not be exercised. The amount of cash bonus to be awarded and

Page 23

the time such cash bonus is to be paid shall be determined from

time to time by the Board of Directors.

(d) Bonus Rights in Connection with Stock Purchase.

The bonus right granted in connection with Stock purchased

hereunder (excluding Stock purchased pursuant to an option)

shall terminate and may not be exercised in the event the Stock

is repurchased by the Company or forfeited by the holder

pursuant to restrictions applicable to the Stock. The amount

of cash bonus to be awarded and the time such cash bonus is to

be paid shall be determined from time to time by the Board of

Directors.

14. Corporate Merger, Acquisition, Etc. The Board of

Directors may also grant options and stock appreciation rights,

award stock bonuses, and issue Stock subject to restrictions

having terms, conditions and provisions which vary from those

specified in this Plan provided that any options and stock

appreciation rights granted, any stock bonuses awarded and any

restricted stock issued pursuant to this section are granted in

substitution for, or in connection with the assumption of,

existing options, stock appreciation rights, stock bonuses and

restricted stock granted, awarded or issued by another

corporation and assumed or otherwise agreed to be provided for

by the Company pursuant to or by reason of a transaction

involving a corporate merger, consolidation, acquisition of

property or stock, separation, reorganization or liquidation to

which the Company or a subsidiary is a party.

15. Amendment of Plan. The Board of Directors may at any

time and from time to time modify or amend the Plan in such

Page 24

respects as it shall deem advisable because of changes in the

law while the Plan is in effect or for any other reason.

Except as provided in paragraph 10, however, no change in an

option already granted or modification of restrictions on Stock

already issued shall be made without the written consent of the

holder of such option or Stock. Furthermore, unless approved

at an annual meeting or a special meeting by the holders of at

least a majority of a quorum of shareholders entitled to vote

thereon, no amendment or change shall be made in the Plan (a)

increasing the total number of shares which may be awarded or

purchased under the Plan, (b) changing the minimum purchase

prices specified in the Plan, or (c) increasing the maximum

option periods.

16. Approvals. The obligations of the Company under the

Plan shall be subject to the approval of such state or federal

authorities or agencies, if any, as may have jurisdiction in

the matter. The Company will use its best efforts to take such

steps as may be required by state or federal law or applicable

regulations, including rules and regulations of the Securities

and Exchange Commission and any stock exchange on which the

Company's shares may then be listed, in connection with the

granting of any option, the award of any Stock as a bonus, or

the sale of any Stock under the Plan, the issuance or sale of

any shares purchased upon exercise of any option under the

Plan, or the listing of such shares on said exchange. The

foregoing notwithstanding, the Company shall not be obligated

to issue or deliver shares of Common Stock under the Plan if

Page 25

the Company is advised by its legal counsel that such issuance

or delivery would violate applicable state or federal laws.

17. Employment Rights. Nothing in the Plan or any option

or Stock granted, awarded or sold pursuant to the Plan shall

confer upon any employee any right to be continued in the

employment of the Company or any parent or subsidiary of the

Company, or to interfere in any way with the right of the

Company or any parent or subsidiary of the Company by whom such

employee is employed to terminate such employee's employment at

any time, for any reason, with or without cause, or to increase

or decrease such employee's compensation.

18. Rights as a Shareholder. The holder of an option,

the recipient of Stock awarded as a bonus or the purchaser of

Stock shall have no rights as a shareholder with respect to any

shares covered by any option, bonus award or Stock Purchase

Agreement until the date of issue of a stock certificate for

such shares. Except as otherwise expressly provided in the

Plan, no adjustment shall be made for dividends or other rights

for which the record date is prior to the date such stock

certificate is issued.

19. Terminology. The use of the terms "restriction" or

"restrictions" herein, unless the context otherwise requires,

does not refer to restrictions imposed by law on transfer of

Stock or any other security. The terms shall refer to rights

of the Company to repurchase shares of stock issued hereunder,

provisions for forfeiture of shares of Stock issued hereunder,

or any restrictions on transfer of shares of Stock determined

by the Board of Directors. Any use of such terms shall not be

Page 26

construed or deemed to mean that restrictions on transfer

imposed by law are not applicable or to mean that the Company

has any obligation to register the Stock pursuant to any state

or federal law or to make available any exemptions from

registration under any state or federal law.

20. Indemnification of Committee. In addition to such

other rights of indemnification as they may have as directors

or as members of the Committee, the members of the Committee

shall be indemnified by the Company against the reasonable

expenses, including attorneys' fees actually and necessarily

incurred in connection with the defense of any action, suit or

proceeding, or in connection with any appeal therein, to which

they or any of them may be a party by reason of any action

taken or failure to act under or in connection with the Plan or

any option granted thereunder, and against all amounts paid by

them in settlement thereof (provided such settlement is

approved by independent legal counsel selected by the Company)

or paid by them in satisfaction of a judgment in any such

action, suit or proceeding, except in relation to matters as to

which it shall be adjudged in such action, suit or proceeding

that such Committee member is liable for negligence or

misconduct in the performance of his duties; provided that

within sixty (60) days after institution of any such action,

suit or proceeding a Committee member shall in writing offer

the Company the opportunity, at its own expense, to handle and

defend the same.

EXHIBIT 10(B)
Precision Castparts Corp. Non-Employee Directors' Stock
Option Plan.

PRECISION CASTPARTS CORP.
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(AS AMENDED THROUGH JANUARY 30, 1991)

Precision Castparts Corp., an Oregon corporation
("Company"), recognizes that its continuing success depends
upon the initiative, ability and significant contributions of
non-employee directors. The Company believes that by affording
such non-employee directors the opportunity to purchase shares
in the common stock of the Company ("Common Stock"), it will
enhance its ability to attract and retain such non-employee
directors and will provide an incentive for them to exert their
best efforts on its behalf.

The following plan (Plan) is therefore adopted:

1. Shares Subject to Option.

1.1 Options granted under the Plan shall be for
authorized but unissued or reacquired Common Stock of the
Company.

1.2 Options may be granted under paragraph 5 for a
total of not more than 100,000 shares of Common Stock, subject
to adjustment under paragraph 8. Shares subject to options
that are terminated or expire without being exercised shall be
added to the shares remaining for future options.

2. Effective Date; Duration.

The Plan shall be effective August 5, 1987 and
continue until August 4, 1997 or until options have been
granted covering all of the available shares, whichever is
earlier, unless sooner terminated by the Company. Expiration
or termination of the Plan shall not affect outstanding
options.

3. Eligibility; Non-Employee Directors.

Options may be granted under the Plan only to persons
who are or have been elected as Non-Employee Directors of the
Company. A "Non-Employee Director" is a director who is not
otherwise an employee of the Company or any of its subsidiaries
and has not been an employee of the Company or any of its
subsidiaries within two years of any date as of which a
determination of eligibility is made.
Page 1

4. Administration.

4.1 The Plan shall be administered in accordance
with the express provisions of the Plan by the Board of
Directors of the Company (Board of Directors) with the advice
of a compensation committee appointed by the Board of Directors
(Committee). The Board of Directors may delegate any of its
administrative duties to one or more agents and may retain
advisors to assist it.

4.2 The Board of Directors shall have general
responsibility to interpret and administer the Plan and shall
have authority to adopt such rules and to make such other
determinations not inconsistent with the Plan deemed necessary
for the administration of the Plan. Any decision of the Board
of Directors shall be final and bind all parties.

4.3 No director or Committee member shall
participate in the decision of any question relating
exclusively to an option granted to the director or member.

5. Option Grants

On the date of each annual meeting of shareholders of
the Company beginning with the annual meeting held in 1987
(Grant Dates), each Non-Employee Director elected at the annual
meeting or whose term continues after such meeting shall be
automatically granted an option to purchase 1,000 shares of
Common Stock. If the number of Shares available for grant is
insufficient to make all automatic grants required on any Grant
Date, the number of Shares for which options are granted to
each Non-Employee Director shall be proportionately reduced.

6. Terms of Options.

Each option granted under the Plan shall have the
following provisions:

6.1 Price. The exercise price of the option shall
be the mean of the closing bid and asked prices for the Common
Stock reported on the Grant Date in the NASDAQ National Market
System. If the Common Stock is no longer quoted in the NASDAQ
National Market System, the exercise price shall be equal to
the fair market value of the Common Stock determined in a
reasonable manner specified by the Board of Directors.

6.2 Term. The term of the option shall be 10 years
from the Grant Date.
Page 2

6.3 Time of Exercise; Option Year.

6.3.1 Until it expires or is terminated and
except as provided in 6.3.2 and 6.3.3, the option may be
exercised from time to time to purchase shares up to the
following limits:

Years After Percent
Grant Date Exercisable

Less than 1 0
1 to 2 25%
2 to 3 50%
3 to 4 75%
over 4 100%

6.3.2 On death the exercise limit will be at
least 50 percent.

6.3.3 If a director ceases to be a director by
reason of retirement at normal retirement date or does not
stand for reelection because of board policies relating to
age, or a change in control of the Company shall have
occurred, all options granted hereunder will be 100
percent exercisable. A "change in control" shall have
occurred if:

(a) any "person," as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") (other
than the Company, any trustee or other fiduciary
holding securities under an employee benefit plan of
the Company, or any company owned, directly or
indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership
of stock of the Company), is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of
securities of the Company representing more than 20%
of the combined voting power of the Company's then
outstanding securities;

(b) during any period of two consecutive years
(not including any period prior to the execution of
this Agreement), individuals who at the beginning of
such period constitute the Board of Directors, and
any new director (other than a director designated by
a person who has entered into an agreement with the
Company to effect a transaction described in clause
Page 3

(a), (c) or (d) of this Section) whose election by
the Board of Directors or nomination for election by
the Company's stockholders was approved by a vote of
at least two-thirds (2/3) of the directors then still
in office who either were directors at the beginning
of the period or whose election or nomination for
election was previously so approved, cease for any
reason to constitute at least a majority thereof;

(c) the stockholders of the Company approve a
merger or consolidation of the Company with any other
company, other than (1) a merger or consolidation
which would result in the voting securities of the
Company outstanding immediately prior thereto
continuing to represent (either by remaining
outstanding or by being converted into voting
securities of the surviving entity) more than 50% of
the combined voting power of the voting securities of
the Company or such surviving entity outstanding
immediately after such merger or consolidation or (2)
a merger or consolidation effected to implement a
recapitalization of the Company (or similar trans-
action) in which no "person" (as hereinabove defined)
acquires more than 20% of the combined voting power
of the Company's then outstanding securities; or

(d) the stockholders of the Company approve a
plan of complete liquidation of the Company or an
agreement for the sale or disposition by the Company
of all or substantially all of the Company's assets.

6.3.4 The table in 6.3.1 is based on an Option
Year. An Option Year is a 12-month period starting on the
Grant Date or an anniversary of that date.

6.4 Continuation as Director.

6.4.1 If an optionee ceases to be a director
for any reason, an Option Reference Date will be
established. Any portion of the option that is not
exercisable on the Option Reference Date will lapse. The
Option Reference Date will be fixed as follows:

(a) If the termination is by death or
disability, the first day of the next Option Year
will be the Option Reference Date.

(b) In all other cases, the optionee's last day
as a director will be the Option Reference Date.
Page 4

6.4.2 Any portion of the option that is
exercisable on the Option Reference Date may be exercised
up to the earlier of the last day of the term of the
option or a date fixed as follows:

(a) If the termination is by death or
disability, or by retirement under the Company's
policy requiring retirement of directors, one year
after the last day as a director.

(b) In all other cases, one month after the
Option Reference Date.

6.5 Payment of Exercise Price. At the time of
exercise of an option, the full exercise price must be paid in
cash or by delivery of Common Stock valued at fair market
value, which shall be the mean of the closing bid and asked
prices for the Common Stock reported on the NASDAQ National
Market System on the trading day immediately preceding the date
of exercise or such other price as would be determined by the
method used under 6.1.

6.6 Nonassignability. The option may not be
assigned or transferred except on death, by will or operation
of law. The option may be exercised only by the optionee or by
a successor or representative after death.

7. Option Agreement.

Each option shall be evidenced by a stock option
agreement which shall set forth the number of shares for which
the option was granted, the provisions called for in paragraph
6 relating to the option, and such other terms and conditions
consistent with the Plan as the Board of Directors shall
determine from time to time.

8. Changes in Capital Structure.

If any change is made in the outstanding Common Stock
without the Company's receiving any consideration, such as a
stock split, reverse stock split, stock dividend, or
combination or reclassification of the Common Stock,
corresponding changes shall be made in the number of shares
remaining available for option under paragraph 1 and in any
outstanding options without any further approval of the
shareholders. The number of shares for which automatic grants
are made under paragraph 5 shall not be adjusted. Fractional
shares shall be disregarded. Any adjustment required hereunder
shall be made by the Board of Directors whose determination
shall be conclusive.
Page 5

9. Limited Stock Appreciation Rights.

Concurrently with the grant of an option under the
Plan (or, in respect of options granted prior to the time that
this Section 9 becomes effective, at the time that this
Section 9 is approved by the shareholders of the Company) the
recipient of the option (the "Related Option") shall be
automatically granted a limited stock appreciation right (a
"limited right") with respect to the Related Option granted
pursuant to the Plan. A limited right shall be exercisable to
the same extent and upon the same terms and conditions as the
Related Option but may be exercised only during a Limited
Exercise Period which commences on or after the expiration of
six (6) months following the date of grant of such limited
right. The term "Limited Exercise Period" shall mean any
ninety (90) day period beginning on the first day following a
Change in Control as defined in Section 6.3.3 above.

Upon any exercise of a limited right, the holder
thereof shall be entitled, with respect to each share covered
by the Related Option, to an amount in cash equal to the
excess, if any, of (1) the highest per share price paid for
shares of stock of the Company (or the equivalent value in the
case of a transaction described in Section 6.3.3(d) hereof) in
the transaction constituting the Change in Control, or, in the
case of a Change in Control described in Section 6.3.3(b)
hereof which does not occur in connection with a transaction
described in Sections 6.3.3(a)(b)(c)(d) hereof, the average
trading price of shares of Stock of the Company on the New York
Stock Exchange, such other national securities exchange on
which such shares are admitted to trade or the National
Association of Securities Dealers Automated Quotation System if
such shares are admitted for quotation thereon, during the
thirty (30) day period ending on the date immediately preceding
the Change in Control, over (2) the exercise price per share of
the Related Option.

Upon any exercise of a limited right, the Related
Option shall be canceled to the extent of such exercise. Upon
any exercise of an option, the limited right granted with
respect thereto shall be canceled to the extent of such
exercise. The provisions of this Section 9 are intended to
meet the applicable requirements of Rule 16b-3 promulgated
under Section 16 of the Securities Exchange Act of 1934, as
amended, and all interpretations of this Section shall be made
in a manner consistent with and so as to comply with the
requirements of such Rule.

Notwithstanding anything in this Section 9 to the
contrary, no limited stock appreciation rights may be granted,
Page 6

and all limited stock appreciation rights then outstanding
shall expire, upon the adoption by the Securities and Exchange
Commission of a final rule or regulation to the effect that the
exercise of an option under the Plan will be exempt from the
application of Section 16(b) of the Exchange Act.

10. Amendment or Termination of the Plan.

10.1 The Board of Directors may amend or terminate
this Plan at any time subject to 10.2.

10.2 Unless the amendment is approved by the
shareholders, no amendment shall be made to the Plan that would
(a) increase the total number of shares available for option
grants under paragraph 1 or the number of shares for which
automatic grants are made under paragraph 5, (b) increase the
term for which options are granted, (c) change the formula for
determining the exercise price of options to provide a lower
exercise price, (d) modify the requirements for eligibility
under the Plan, or (e) materially increase the benefits
accruing under the Plan.

11. Shareholder Approval.

This Plan shall terminate unless at the 1987 Annual
Meeting of Shareholders, at which a quorum is present, more
votes are cast for approval of the Plan than are cast against
approval of the Plan.
Page 7

EXHIBIT 10(C)
Precision Castparts Corp. 1994 Stock Incentive Plan
Incorporated by reference to Appendix A in Registrant's
June 20, 1994 Proxy Statement to Shareholders.

EXHIBIT 11

PRECISION CASTPARTS CORP.
CALCULATION OF EARNINGS PER SHARE
FOR THE YEAR ENDED APRIL 3, 1994

Fully
Primary Diluted
Earnings Earnings Per
Per Share (1) Share

Weighted average number of shares
of common stock outstanding 13,033,718 13,033,718

Common stock equivalents:
Application of the "treasury stock"
method to stock option and purchase
plans -- 124,692
__________ __________
Weighted average number of shares
outstanding 13,033,718 13,158,410
========== ==========

Rounded to 13,000,000 13,200,000
========== ==========

Income before cumulative effect of
accounting change $25,100,000 $25,100,000

Cumulative effect of accounting
change, net of income taxes
of $1,800,000 (2,900,000) (2,900,000)
___________ ___________
Net income $22,200,000 $22,200,000
=========== ===========

Income before cumulative effect
of accounting change per
share $1.93
$1.90

Cumulative effect of accounting
change per share (0.22)
(0.22)
_____ _____

Net income per share $1.71
$1.68
===== =====

__________
(1) Accounting Principles Board
Opinion No. 15, "Earnings Per
Share," allows companies to
disregard dilution of less than
3 percent in the computation of
earnings per share. Therefore,
shares used in computing
earnings per share for
financial reporting purposes
are 13,000,000 shares.

EXHIBIT 13
Financial Section of the 1994 Annual
Report to Shareholders of Precision
Castparts Corp.

Consolidated Statements of Income
Precision Castparts Corp. and Subsidiaries
(In thousands, except per share data)

Fiscal Years Ended
_____________________________________________
_________________________
April 3, March 28, March 29,
1994 1993 1992
_____________________________________________
_________________________

Net Sales $420,400 $461,400 $583,300
Cost of Goods Sold 351,700 393,100 488,000
Provision for:
Restructuring charges -- 27,200 --
Environmental charges -- 9,900 --
Facility closing and sale -- -- 2,700
Selling and Administrative Expenses 30,200 31,900 38,300
Interest Expense (Income), net 1,100 (600) 1,000
_____________________________________________
_________________________
Income (Loss) before Provision
for Income Taxes 37,400 (100) 53,300
Provision (Benefit) for Income
Taxes 12,300 (1,900) 6,800
_____________________________________________
_________________________
Income before Cumulative Effect
of Accounting Change 25,100 1,800 46,500
Cumulative Effect of Change in
Accounting for Postretirement
Benefits Other Than Pensions
(net of tax benefit of $1,800) (2,900) -- --
_____________________________________________
_________________________
Net Income $ 22,200 $ 1,800 $ 46,500
_____________________________________________
_________________________
Income (Charge) per Share:
Before cumulative effect of
accounting change $1.93 $0.10 $2.63
Cumulative effect of change
in accounting for post-
retirement benefits other
than pensions (0.22) -- --
_____________________________________________
_________________________
Net Income per Common Share $1.71 $0.10 $2.63
_____________________________________________
_________________________

See Notes to Financial Statements on pages 6
through 11.
2

Consolidated Balance Sheets
Precision Castparts Corp. and Subsidiaries
(In thousands)

_____________________________________________
_________________________

April 3, March 28,
Assets 1994 1993
_____________________________________________
_________________________

Current Assets:
Cash and cash equivalents $ 55,200 $ 68,900
Receivables, less reserves of
$700 in 1994 and $600 in 1993 69,000 89,600
Inventories 74,000 114,200
Prepaid expenses 1,300 900
Deferred income taxes 11,600 2,300
_____________________________________________
_________________________
Total current assets 211,100 275,900
_____________________________________________
_________________________
Property, Plant and Equipment, at cost:
Land 3,500 4,100
Buildings and improvements 37,000 37,600
Machinery and equipment 201,500 194,500
Construction in progress 3,100 12,500
_____________________________________________
_________________________
245,100 248,700
Less-Accumulated depreciation (128,600) (113,400)
_____________________________________________
_________________________
Net property, plant and equipment 116,500 135,300
_____________________________________________
_________________________
Goodwill and Other Assets 15,300 13,100
_____________________________________________
_________________________
$342,900 $424,300
_____________________________________________
_________________________
Liabilities and Shareholders' Investment
_____________________________________________
_________________________
Current Liabilities:
Notes payable $ 1,000 $ 800
Current portion of long-term debt 3,900 3,900
Current portion of stock repurchase
liability -- 67,000
Accounts payable 17,900 14,800
Accrued liabilities 49,300 50,000
Income taxes payable 13,300 2,400
_____________________________________________
_________________________
Total current liabilities 85,400 138,900
_____________________________________________
_________________________
Long-Term Debt, excluding current portion 10,800 14,700
Stock Repurchase Liability, excluding
current portion -- 50,000
Deferred Income Taxes 11,200 13,700
Accrued Retirement Benefits Obligation 6,000 1,700
Other Long-Term Liabilities 6,700 5,400

Shareholders' Investment:
Common stock, $1 stated value 13,100 13,000
Paid-in capital 3,100 --
Retained earnings 206,100 186,200
Cumulative translation adjustments 500 700
_____________________________________________
_________________________
Total shareholders' investment 222,800 199,900
_____________________________________________
_________________________
$342,900 $424,300
_____________________________________________
_________________________

See Notes to Financial Statements on pages 6
through 11.
3

Consolidated Statements of Cash Flows
Precision Castparts Corp. and Subsidiaries
(In thousands)

Fiscal Years Ended
_____________________________________________
_________________________
April 3, March 28, March 29,
1994 1993 1992
_____________________________________________
_________________________
Cash Flows from Operating Activities:

Net income $ 22,200 $ 1,800 $ 46,500
Non-cash items included in income:
Depreciation and amortization 28,700 20,100 19,100
Deferred income taxes (2,500) (10,700) 800
Provision for facility
closing and sale -- -- 2,400
Provision for restructuring and
environmental charges -- 33,000 --
Cumulative effect of accounting
change 4,700 -- --
Net decrease in receivables,
inventories and prepaids over
payables, accruals, and other
liabilities 61,200 20,900 10,100
_____________________________________________
_________________________
Net cash provided by
operating activities 114,300 65,100 78,900
_____________________________________________
_________________________
Cash Flows from Investing Activities:
Purchase of AFT -- -- (13,900)
Acquisition of property,
plant and equipment (7,400) (16,000) (28,800)
Other investing activities, net (600) 1,600 --
_____________________________________________
_________________________
Net cash used by investing
activities (8,000) (14,400) (42,700)
_____________________________________________
_________________________
Cash Flows from Financing Activities:
Proceeds of long-term debt 50,000 -- 2,200
Payment of long-term debt (53,900) (7,400) (9,400)
Proceeds (payment) of notes
payable 200 500 (11,800)
Repurchase of common stock (117,000) -- --
Sale of common stock 3,100 2,400 3,900
Cash dividends (2,300) (2,200) (2,100)
Other financing activities, net (100) (400) 200
_____________________________________________
_________________________
Net cash used by financing
activities (120,000) (7,100) (17,000)
_____________________________________________
_________________________
Net Increase (Decrease) in Cash (13,700) 43,600 19,200
Cash and Cash Equivalents at
Beginning of Year 68,900 25,300 6,100
_____________________________________________
_________________________
Cash and Cash Equivalents at
End of Year $ 55,200 $ 68,900 $ 25,300
_____________________________________________
_________________________
Cash Paid During the Year for:
Interest $ 1,200 $ 2,700 $ 4,300
Income taxes, net of refunds
received $ 8,400 $ 11,300 $ 14,600

See Notes to Financial Statements on pages 6
through 11.

4

Consolidated Statements of Shareholders' Investment
Precision Castparts Corp. and Subsidiaries
(In thousands)
____________________________________________________________
_________________________

Common Stock Cumulative
Outstanding Paid-in Retained Translation
Shares Amount Capital Earnings Adjustments
____________________________________________________________
_________________________

Balance at March 31, 1991 as
Adjusted for Retroactive
Adoption of SFAS No. 109 17,600 $17,600 $ 76,300 $172,000 $1,100
Net income -- -- -- 46,500 --
Cash dividends -- -- -- (2,100) --
Sale of common stock
under employee stock plans 200 200 3,700 -- --
Translation adjustments -- -- -- -- 100
____________________________________________________________
_________________________
Balance at March 29, 1992 17,800 17,800 80,000 216,400 1,200
Net income -- -- -- 1,800 --
Cash dividends -- -- -- (2,200) --
Sale of common stock
under employee stock plans 100 100 2,300 -- --
Repurchase of common stock(4,900) (4,900) (82,300) (29,800) --
Translation adjustments -- -- -- -- (500)
____________________________________________________________
_________________________
Balance at March 28, 1993 13,000 13,000 -- 186,200 700
Net income -- -- -- 22,200 --
Cash dividends -- -- -- (2,300) --
Sale of common stock
under employee stock plans 100 100 3,100 -- --
Translation adjustments -- -- -- -- (200)
____________________________________________________________
_________________________
Balance at April 3, 1994 13,100 $13,100 $ 3,100 $206,100 $500
____________________________________________________________
_________________________

See Notes to Financial Statements on pages 6 through 11.
5

Notes to Financial Statements

(In thousands, except share and per share data)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Principles of Consolidation
The consolidated financial statements include the accounts
of PCC and its wholly-owned subsidiaries after elimination of
intercompany accounts and transactions. Beginning in 1992, PCC's
fiscal year is based on a 52-53 week year ending the Sunday
closest to March 31.

Cash and Cash Equivalents
Cash and cash equivalents include highly liquid short-term
investments with an original maturity of three months or less.
These investments are available-for-sale with market values
approximating cost.

Valuation of Inventories
The LIFO inventory cost method is utilized for work in
process and metal inventories at most domestic operations. The
average inventory cost method is utilized for all other
inventories. Costs utilized for inventory valuation purposes
include labor, material and manufacturing overhead. Inventories
valued at the lower of current average cost or market would have
been $4,200, $4,300 and $7,400 higher than those reported at
April 3, 1994, March 28, 1993 and March 29, 1992. PCC uses the
single pool dollar value method for computing LIFO inventories;
therefore it is not possible to present the breakdown of
inventories between work in process and raw materials.

Depreciation and Capitalization
Depreciation of plant and equipment is computed on the
straight-line or declining balance method based on the estimated
service lives. Estimated lives used are 20-30 years for
buildings and improvements and 5-10 years for machinery and
equipment.
PCC capitalizes interest on funds borrowed during
construction periods. Such amounts have been immaterial in
recent years.
Additions are recorded at cost. Expenditures for
maintenance, repairs, and minor improvements are charged to
expense. Major improvements and additions are added to the
property accounts. When property is sold or retired, the cost
and accumulated depreciation are removed from the accounts and
the resulting gain or loss is included in income.

Goodwill
Goodwill is amortized over forty years. Cumulative
amortization was $900 as of April 3, 1994 and $600 as of March
28, 1993.

Provision for Restructuring
During the third quarter of fiscal 1993, the Company
recorded a provision for restructuring charges of $27,200 equal
to $(0.95) per share. The restructuring charges, which were in
response to a significant and continuing industry decline in
demand for aerospace components, provided for the estimated cost
of employee severances, plant and office consolidations and
rearrangements, and other operating asset write-offs at the
Company's Structurals and Airfoils Divisions.

Environmental Matters
PCC is engaged in several environmental investigations and
remediation efforts in the normal course of business. In 1993,
PCC decided to eliminate and clean-up a hazardous material used
at one of the Company's manufacturing sites in Oregon. A
provision of $9,900, equal to $(0.34) per share, was recorded for
this activity. PCC is working with certain governmental agencies
in these remediation efforts. Future payments for clean-up
efforts will occur based on mutually agreed timelines.

Research and Development Costs
Research and development costs at PCC's technical facilities
are charged to cost of goods sold as incurred, and were $5,200 in
1994, $4,300 in 1993, and $5,200 in 1992.
A substantial amount of PCC's technological capability is
the result of engineering work performed in connection with
process development and production of new castings pursuant to
customer orders. This engineering work is charged to the cost of
the production and is not included in research and development
expenditures referred to above.

Earnings per Share
Earnings per share have been computed based on the weighted
average number of shares of common stock and common stock
equivalents outstanding during the periods. The number of shares
used for the earnings per share calculation was 13,000,000 in
1994, 17,900,000 in 1993, and 17,700,000 in 1992; common stock
equivalents were not material in these years. Fully diluted
amounts are not presented because they are not materially
different than amounts shown.

Reclassifications
Certain reclassifications were made to the amounts reported
in the 1993 consolidated balance sheet and the 1993 and 1992
consolidated statements of cash flows to conform with
presentations made in 1994. Such reclassifications had no effect
on previously reported net income or shareholders' investment.

REPURCHASE OF COMMON STOCK
At March 28, 1993, PCC was committed to repurchase
approximately 4,940,000 shares of common stock at $23.50 per
share. The repurchase price totaled $117,000, including
transaction and professional fees, and was paid on April 7, 1993.
PCC funded the share repurchase using $67,000 of its own cash and
$50,000 borrowed from a bank. In fiscal 1994, the bank borrowing
was repaid and the bank credit agreement and a related interest
rate swap were terminated.
6

SHAREHOLDERS' INVESTMENT
Authorized shares of common stock without par value
consisted of 50,000,000 shares at April 3, 1994, March 28, 1993,
and March 29, 1992. Authorized and unissued series A no par
serial preferred stock consisted of 1,000,000 shares at April 3,
1994, March 28, 1993 and March 29, 1992.
PCC translates the balance sheet of its foreign subsidiary
using the exchange rate at the end of the year. The statement of
income is translated using the average exchange rate for the
year. The effects of such translations are included in the
equity account "cumulative translation adjustments."

INCOME TAXES
PCC elected to retroactively apply the provisions of
Statement of Financial Accounting Standards (SFAS) No. 109,
"Accounting for Income Taxes," to all periods after March 31,
1986 by restating the financial statements of prior periods. The
cumulative effect of the accounting change at March 28, 1993 was
$3,400 and has been recorded as a reduction in shareholders'
investment. Adjustments to prior year income statements are due
to restatement of the Airfoils purchase price allocation as
required under SFAS No. 109. The adoption resulted in a decrease
in net income per share of $0.04 in fiscal 1992 and no change in
fiscal 1993.
Deferred income tax assets and liabilities on the
consolidated balance sheets reflect the net tax effects of
temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used
for income tax purposes.
Income (loss) before provision for income taxes was:

______________________________________________________________________
Fiscal Fiscal Fiscal
1994 1993 1992

______________________________________________________________________
Domestic $39,000 $1,100 $ 52,500
Foreign (1,600) (1,200) 800
______________________________________________________________________
Total pretax income (loss) $37,400 $ (100) $ 53,300
______________________________________________________________________

The provision for income taxes consisted of the following:

______________________________________________________________________
Fiscal Fiscal Fiscal
1994 1993 1992
______________________________________________________________________

Currently payable:
Federal income taxes, net of tax
credits $16,800 $ 5,000 $ 2,200
State income taxes 2,100 1,500 2,300
______________________________________________________________________
18,900 6,500 4,500
Change in deferred income taxes (6,600) (8,400) 2,300
______________________________________________________________________
Provision (benefit) for income taxes $12,300 $(1,900) $ 6,800
______________________________________________________________________

During the first quarter of fiscal 1994, PCC recorded a
$2,400 benefit, equal to $0.18 per share, for the settlement of
research and development tax credits claimed in 1990 and 1991.
During fiscal 1992, PCC recorded a $10,100 tax benefit, equal to
$0.57 per share, primarily for the settlement of research and
development tax credits claimed in fiscal 1986 - 1989. In
addition, PCC recognizes research and development tax credits
based on the results of prior year tax audits.
The income tax provision (benefit) is different from the
amount computed by applying the federal statutory income tax rate
of 35 percent in 1994 and 34 percent in 1993 and 1992 to income
before income taxes. The reasons for this difference are as
follows:

______________________________________________________________________
Fiscal Fiscal Fiscal
1994 1993 1992
______________________________________________________________________

Statutory federal tax on income $13,100 $ -- $ 18,100
Increase (decrease) as a result of:
State income taxes, net of federal
tax benefit 1,000 -- 1,800
Research and development tax
credits (2,700) (1,300) (12,000)
Valuation allowance 700 300 (300)
Foreign Sales Corporation benefit (700) (700) (600)
Effect of rate change on deferred
taxes 600 -- --
Other, net 300 (200) (200)
______________________________________________________________________
Provision (benefit) for income taxes $12,300 $(1,900) $ 6,800
______________________________________________________________________

7

Significant components of PCC's
deferred tax assets and liabilities
were as follows:

______________________________________________________________________
April 3, March 28,
1994 1993
______________________________________________________________________

Deferred tax assets arising from:
Expense accruals $11,600 $ 14,600
Inventory reserves 2,900 1,300
Postretirement benefits other
than pension 2,000 --
Advance payments 2,700 --
Domestic and foreign net operating
and capital loss carry-
forwards 5,200 4,300
Other 300 1,200
Valuation allowances (5,200) (4,300)
______________________________________________________________________
Gross deferred tax assets 19,500 17,100
______________________________________________________________________
Deferred tax liabilities arising from:
Depreciation 12,200 11,000
Inventory basis differences 6,800 12,400
Subsidiary bad debt -- 4,200
Other 100 900
______________________________________________________________________
Gross deferred tax liabilities 19,100 28,500
______________________________________________________________________
Net deferred tax asset (liability) $ 400 $(11,400)
______________________________________________________________________

The Company has provided
valuation allowances for domestic
and foreign net operating and
capital loss carryforwards to
reduce the related future income
tax benefits to zero. The portion
of the valuation allowance related
to acquired net operating losses
was $2,500 at April 3, 1994 and
March 28, 1993. If realized, this
will be recorded as a reduction to
goodwill.

ACCRUED LIABILITIES

Accrued liabilities consisted of the following:

______________________________________________________________________
April 3, March 28,
1994 1993
______________________________________________________________________

Salaries and wages payable $13,000 $14,800
Taxes other than income taxes 5,300 4,700
Restructuring liability 8,200 12,500
Environmental liability 2,100 2,000
Other accrued liabilities 20,700 16,000
______________________________________________________________________
$49,300 $50,000
______________________________________________________________________

LONG-TERM DEBT

Long-term debt consisted of the following:

______________________________________________________________________
April 3, March 28,
1994 1993
______________________________________________________________________

Notes payable, unsecured 8.25%,
payable $3,000 annually through 1998 $12,000 $15,000
Other, 6.00% to 10.00%,
payable in various amounts
through 2009 2,700 3,600
______________________________________________________________________
14,700 18,600
Less-Current portion 3,900 3,900
______________________________________________________________________
$10,800 $14,700
______________________________________________________________________

8

The notes payable agreement contains provisions regarding
working capital requirements, limitations on additional
borrowings, investments and the payment of dividends. At April
3, 1994, PCC was in compliance with the restrictive provisions of
its loan agreement. Retained earnings of $30,000 were available
for payment of dividends at April 3, 1994.
Long-term debt is payable in each fiscal year as follows:
$3,900 in 1995, $3,700 in 1996, $3,500 in 1997, $3,200 in 1998,
$100 in 1999 and $300 thereafter.

SEGMENT INFORMATION
PCC manufactures and markets investment castings and metal
injection molded parts in one industry segment. Principal
customers are manufactures of aircraft jet engines, aircraft
components, industrial and marine gas turbine engines and
industrial products, including pumps, compressors, turbochargers
and devices for surgical bone repair and replacement. The
products are marketed by a common sales force.
Net sales included sales to General Electric in the amounts
of $97,400 in 1994, $116,800 in 1993, and $156,200 in 1992 and
sales to Pratt & Whitney in the amounts of $96,400 in 1994,
$122,900 in 1993, and $163,700 in 1992. No other customer
accounted for more than 10 percent of net sales.
Export sales from the United States of $95,100 in 1994,
$93,000 in 1993, and $97,300 in 1992 were made principally to
customers in Western Europe. Total net sales to customers
outside the United States were $107,200 in 1994, $111,700 in 1993
and $122,800 in 1992 or 26 percent, 24 percent, and 21 percent of
the Company's sales in those years. Total net sales and
identifiable assets of PCC's foreign subsidiary represent less
than 10 percent of consolidated totals.

EMPLOYEE BENEFIT PLANS
Employee Pension Benefits:
PCC has a defined benefit pension plan covering
substantially all domestic employees. The plan provides benefits
based upon an employee's total years of service and highest five
consecutive years of eligible compensation. PCC's funding policy
is to satisfy the funding requirements of the Employee Retirement
Income Security Act.
In determining the actuarial present value of the projected
benefit obligation, the following assumptions were used: a
discount rate of 7.25 percent in 1994 and 8.00 percent in 1993
and 1992, a future compensation increase rate of 5.00 percent in
1994 and 6.00 percent in 1993 and 1992, and an expected long-term
rate of return on assets of 9.00 percent in all years.
Net pension cost for each of the last three fiscal years was
as follows:

______________________________________________________________________
Fiscal Fiscal Fiscal
1994 1993 1992
______________________________________________________________________

Service costs of benefits earned $ 5,200 $ 5,700 $ 5,500
Interest cost on the projected
benefit obligation 4,800 4,200 3,200
Actual return on plan assets (1,300) (5,500) (4,400)
Net amortization and deferral of items
not reflected in earnings (4,300) 700 700
Curtailment gain due to restructuring
activity, of which $4,000 in 1993
was netted in the provision for
restructuring charges (2,000) (5,100) --
______________________________________________________________________
Net pension cost $ 2,400 $ -- $ 5,000
______________________________________________________________________

The funded status of the pension plan was as follows:

______________________________________________________________________
Fiscal Fiscal Fiscal
1994 1993 1992
______________________________________________________________________

Actuarial present value of
benefit obligations:
Vested benefit obligation $ 49,700 $ 35,700 $ 30,000
______________________________________________________________________
Accumulated benefit obligation $ 50,600 $ 37,500 $ 31,900
Effects of estimated future
pay increases 21,500 18,000 19,800
______________________________________________________________________
Projected benefit obligation 72,100 55,500 51,700
Plan assets at fair value 58,800 55,600 44,300
______________________________________________________________________
Funded status (13,300) 100 (7,400)
Unrecognized asset at
transition (2,800) (3,100) (3,000)
Prior service cost not yet
recognized (400) (500) (800)
Unrecognized net loss 16,000 2,300 3,300
______________________________________________________________________
Accrued pension liability $ (500) $(1,200) $(7,900)
______________________________________________________________________

9

Postretirement Benefits Other Than Pensions:
PCC provides postretirement medical benefits for eligible
employees who have satisfied plan eligibility provisions, which
include certain age and/or service requirements. For fiscal
1994, the Company adopted SFAS No. 106, "Employers' Accounting
for Postretirement Benefits Other Than Pensions." Under SFAS No.
106, the costs of retiree health care are accrued over relevant
service periods. Previously, these costs were charged to expense
as claims were paid. The Company elected to immediately
recognize the transition obligation, resulting in a one-time
charge of $4.7 million equal to $2.9 million after tax, or $0.22
per share. Postretirement medical benefits which were recorded
on a cash basis in 1993 and 1992 were not material and have not
been restated.
Assumptions used in determining the net periodic
postretirement benefit cost and the accrued postretirement
benefit obligation included a discount rate of 7.25 percent and a
medical inflation rate of 13.00 percent, grading down to 5.00
percent after eight years. The plan is unfunded.

The components of postretirement benefits cost for 1994 were
as follows:

______________________________________________________________________

Service cost $ 300
Interest cost 300
______________________________________________________________________
Postretirement benefits cost $ 600
______________________________________________________________________

The accumulated postretirement benefits
obligation at April 3, 1994 was as
follows:

______________________________________________________________________

Accumulated postretirement benefits obligation:
Retirees $1,000
Eligible active plan participants 1,000
Other active plan participants 4,400
______________________________________________________________________
6,400
Unrecognized net loss 1,400
______________________________________________________________________
Accrued postretirement benefits
liability $5,000
______________________________________________________________________

A one percent increase in the annual health care trend rates
would have increased the accumulated postretirement benefits
obligation at April 3, 1994 by $800 and increased the
postretirement benefits cost for 1994 by $100.

Postemployment Benefits Other Than to Retirees:
SFAS No. 112, "Employers' Accounting for Postemployment
Benefits," requires employers to accrue the cost of
postemployment benefits (including salary continuation, severance
and disability benefits, job training and counseling and
continuation of benefits such as health care) to former or
inactive employees. PCC adopted SFAS No. 112 during fiscal 1994,
the effects of which were immaterial.

CONCENTRATION OF CREDIT RISK
Approximately 85 percent of PCC's business activity is
concentrated with a small number of Fortune 500 companies in the
aerospace industry. Accordingly, PCC is exposed to a
concentration of credit risk for this portion of receivables.
The Company has long-standing relationships with its aerospace
customers and management considers the credit risk to be low.
10

STOCK INCENTIVE PLANS
PCC has stock incentive plans for certain officers, key
salaried employees and directors. The stock incentive plans
allow for the granting of stock options, stock bonuses, stock
appreciation rights, cash bonus rights and sale of restricted
stock. Awards under the stock incentive plan are determined by
the Board of Directors or the Compensation Committee of the Board
of Directors. The time limit within which options may be
exercised and other exercise terms are fixed by the committee.
The directors' plan grants options for 1,000 shares annually to
each outside director. Option prices of both plans to date have
been at the fair market value on the date of grant. When stock
options are exercised, the proceeds (including any tax benefits
to the Company arising as a result of the exercise) are credited
to the appropriate common stock and paid-in capital accounts.
At April 3, 1994, 1,026,000 stock incentive plan shares were
available for future grants and 506,000 stock incentive shares
were immediately exercisable. The outstanding options for stock
incentive plan shares have expiration dates ranging from 1994 to
2002.
Changes during 1994 and 1993 in stock incentive plan shares
outstanding and exercisable were as follows:

_________________________________________________________________
Shares Price
_________________________________________________________________

Outstanding at March 29, 1992 957,000 $ 7 to $39
Granted 251,000 17 to 25
Exercised (17,000) 11 to 16
Expired or cancelled (134,000) 17 to 37
_________________________________________________________________
Outstanding at March 28, 1993 1,057,000 7 to 39
Granted 159,000 20 to 32
Exercised (167,000) 7 to 30
Expired or cancelled (164,000) 17 to 39
_________________________________________________________________
Outstanding at April 3, 1994 885,000 $ 7 to $39
_________________________________________________________________

SHAREHOLDER RIGHTS PLAN
In 1988, PCC adopted a shareholder rights plan and declared
a dividend distribution of one right for each outstanding share
of common stock. Under certain conditions, each right may be
exercised to purchase 1/100 of a share of series A no par serial
preferred stock at a purchase price of $135, subject to
adjustment. The rights will be exercisable only (i) if a person
or group has acquired, or obtained the right to acquire, 20
percent or more of the outstanding shares of common stock, (ii)
following the commencement of a tender or exchange offer for 20
percent or more of the outstanding shares of common stock, or
(iii) after the Board of Directors of PCC declares any person who
owns more than 10 percent of the outstanding common stock to be
an Adverse Person. Each right will entitle its holder to
receive, upon exercise, common stock (or, in certain
circumstances, cash, property or other security of PCC) having a
value equal to two times the exercise price of the right. If,
after a person acquires 20 percent or more of the outstanding
shares of common stock, PCC is acquired in a merger or other
business combination in which PCC does not survive or in which
its common stock is exchanged, each right will be adjusted to
entitle its holder to receive, upon exercise, common stock of the
acquiring company having a value equal to two times the exercise
price of the right. The rights expire on December 16, 1998 and
may be redeemed by PCC for $0.01 per right at any time until a
determination is made that any person is an Adverse Person or 10
days following the time that a person has acquired 20 percent or
more of the outstanding common stock, or in connection with
certain transactions approved by the Board of Directors. The
rights do not have voting or dividend rights, and until they
become exercisable, have no dilutive effect on the earnings of
PCC.

FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value disclosures for financial instruments were
determined as follows:
Cash and cash equivalents, receivables, short-term
borrowings, and stock repurchase liabilities: The amounts
reported in the consolidated balance sheets approximate fair
value, due to their current nature.
Debt: The fair market value of debt was computed based upon
current rates offered to the Company for debt with similar
maturities. The amount reported in the consolidated balance
sheets for debt approximates fair value.

COMMITMENTS AND CONTINGENCIES
Various lawsuits arising during the normal course of
business are pending against PCC. In the opinion of management,
the outcome of these lawsuits will have no significant effect on
PCC's consolidated financial position.

SUBSEQUENT EVENTS
On April 6, 1994, PCC acquired the assets of ACC
Electronics, Inc., a manufacturer of advanced technology metal
matrix composite parts, for a purchase price of $5,100. The
business operates as PCC Composites, Inc., and is located in
Pittsburgh, Pennsylvania.
11

Report of Management
The management of PCC has prepared the consolidated
financial statements and related financial data contained in this
Annual Report. The financial statements were prepared in
accordance with generally accepted accounting principles
appropriate in the circumstances and reflect judgments and
estimates with appropriate consideration to materiality.
Management is responsible for the integrity and objectivity of
the financial statements and other financial data included in the
report.
PCC maintains a system of internal accounting controls to
provide reasonable assurance that assets are safeguarded and that
transactions are properly executed and recorded. The system
includes policies and procedures, internal audits and reviews by
Company officers.
Price Waterhouse, certified public accountants, provide an
objective, independent review of management's discharge of its
obligation related to the fairness of reporting operating results
and financial condition. Price Waterhouse performs auditing
procedures necessary in the circumstances to render an opinion on
the financial statements contained in this report.
The Audit Committee of the Board of Directors is composed
solely of outside directors. The Committee meets periodically
and, when appropriate, separately with representatives of the
independent public accountants and the internal auditors to
monitor the activities of each.

William C. McCormick William D. Larsson
President and Vice President and
Chief Executive Officer Chief Financial
Officer

Report of Independent Accountants
To the Shareholders and Board of Directors of Precision Castparts
Corp.:
____________________________________________________________
In our opinion, the accompanying consolidated balance sheets
and the related consolidated statements of income, cash flows and
shareholders' investment present fairly, in all material
respects, the financial position of Precision Castparts Corp. and
subsidiaries at April 3, 1994 and March 28, 1993 and the results
of their operations and their cash flows for each of the three
years in the period ended April 3, 1994, in conformity with
generally accepted accounting principles. These financial
statements are the responsibility of the Company's management;
our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing
standards which require that we plan and perform the audits to
obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the
opinion expressed above.
As discussed in the notes to the financial statements, the
Company changed its method of accounting for income taxes
retroactively to 1986. The Company also changed its method of
accounting for postretirement benefits other than pensions.

Price Waterhouse
Portland, Oregon
May 2, 1994
12

Five-Year Summary of Selected Financial Data

(Unaudited)
(In thousands, except employee and per share data)
____________________________________________________________
_________________________
1994 1993 1992 1991 1990
____________________________________________________________
_________________________

Net sales $420,400 $461,400 $583,300 $538,300 $457,300
Net income $ 22,200 $ 1,800 $ 46,500 $ 32,300 $ 29,100
Return on sales 5.3% 0.4% 8.6% 6.0% 6.4%
Return on beginning
shareholders' investment 11.1% 0.6% 17.4% 14.2% 15.2%
Net income per common share $ 1.71 $ 0.10 $ 2.63 $ 1.86 $ 1.70
Cash dividends declared
per common share $ 0.18 $ 0.12 $ 0.12 $ 0.12 $ 0.08
Average shares of common
stock outstanding 13,000 17,900 17,700 17,400 17,100
Working capital $125,700 $137,000 $187,100 $169,900 $141,600
Total assets $342,900 $424,300 $422,600 $421,900 $358,700
Total debt $ 15,700 $ 19,400 $ 26,200 $ 42,500 $ 41,900
Total debt as a percent of equity 7.0% 9.7% 8.3% 15.9% 18.5%
Shareholders' investment $222,800 $199,900 $315,400 $267,000 $227,100
Book value per share $ 16.97 $ 15.41 $ 17.73 $ 15.13 $ 13.15
Capital expenditures $ 7,400 $ 16,000 $ 28,800 $ 28,800 $ 22,900
Number of employees 3,993 4,341 6,372 7,339 6,673
Number of shareholders 2,750 2,580 2,942 3,079 3,387
Backlog of orders $280,200 $367,300 $523,500 $600,800 $478,500
____________________________________________________________
_________________________

The Selected Financial Data have been
restated, as appropriate, for
retroactive adoption of SFAS No. 109.
13

Quarterly Financial Information
(Unaudited)
(In thousands, except per share data)

_______________________________________________________
_________________________

1994
1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
_______________________________________________________
_________________________

Net sales $101,400 $107,900 $103,600 $107,500
Net income $ 4,100 $ 5,500 $ 6,000 $ 6,600
Net income per share $ 0.32 $ 0.42 $ 0.46 $ 0.51
Cash dividends per share $ 0.03 $ 0.03 $ 0.06 $ 0.06
Common stock prices:
High $ 23.38 $ 24.25 $ 29.00 $ 34.88
Low $ 19.75 $ 20.88 $ 24.00 $ 28.00
End $ 21.50 $ 24.00 $ 29.00 $ 33.63
_______________________________________________________
_________________________

_______________________________________________________
_________________________

1993
1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
_______________________________________________________
_________________________

Net sales $122,500 $120,000 $107,900 $111,000
Net income (loss) $ 8,700 $ 6,000 $(18,700)$ 5,800
Net income (loss) per share $ 0.49 $ 0.34 $ (1.06) $ 0.33
Cash dividends per share $ 0.03 $ 0.03 $ 0.03 $ 0.03
Common stock prices:
High $ 31.00 $ 25.25 $ 24.38 $ 23.75
Low $ 22.00 $ 22.13 $ 16.75 $ 17.38
End $ 22.00 $ 24.00 $ 19.25 $ 23.38
_______________________________________________________
_________________________

For fiscal 1994, the Company adopted SFAS No. 106,
"Employers' Accounting for Postretirement Benefits Other Than
Pensions." The Company elected to immediately recognize the
transition obligation, resulting in a one-time charge of $4.7
million, equal to $2.9 million after tax, or $0.22 per share.
During the first quarter of fiscal 1994, the Company
recorded a $2.4 million tax benefit, equal to $0.18 per share, as
a result of reaching agreement with the Internal Revenue Service
concerning research and development tax credits for fiscal years
1990 and 1991.
During the third quarter of fiscal 1993, the Company
recorded a provision for restructuring charges of $27,200, equal
to $(0.95) per share. These charges, which were in response to a
significant and continuing industry decline in demand for
aerospace components, provided for the estimated cost of employee
severances, plant and office consolidations and rearrangements,
and other operating asset write-offs at the Company's Structurals
and Airfoils Divisions.
Also during the third quarter of fiscal 1993, the Company
recorded a provision for environmental charges of $9,900, equal
to $(0.34) per share. These charges provided for the elimination
and clean-up of a hazardous material used at one of the Company's
manufacturing sites in Oregon.
14

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Fiscal 1994 was another difficult year for the aerospace
industry. Trends of declining orders in both the commercial
airline and government sectors continued throughout the year.
Despite lower sales, PCC had a solid year, increasing profits
from fiscal 1993 and generating record cash flows.
Backlog at April 3, 1994 was $280.2 million, down 24% from
the prior year end. This decline in backlog is common throughout
the aerospace industry, reflecting both the shortening of
customer order lead times and the reduced level of orders being
placed.

Fiscal 1994 Compared with Fiscal 1993

Sales for fiscal 1994 declined $41.0 million (9%) from
$461.4 million in fiscal 1993 to $420.4 million in 1994.
Aerospace and aircraft gas turbine sales, which represented 85
percent of total sales, declined $47.9 million (12%) versus 1993.
Sales of other industrial and commercial products increased $6.9
million (13%) due to growth in the electronics and industrial
gas turbine markets. Sales to United States government end-users
were 21 percent of sales in 1994 and 24 percent in 1993.
Cost of sales as a percent of sales was 84 percent in 1994
compared to 85 percent in 1993. The improvement in cost of sales
resulted from cuts in operating costs, improvements in product
quality and reductions in product cycle times. Workforce
reductions of 8 percent in 1994 and nearly 40 percent since 1992
have provided a significant portion of the operating cost
improvements.
Results in 1993 included provisions for restructuring
charges of $27.2 million and environmental charges of $9.9
million.
Selling and administrative costs were 5 percent lower in
1994 than 1993, reflecting further reductions in personnel and
improved efficiencies.
The effective tax rate was 33 percent in 1994 before
consideration of the cumulative effect of the change in
accounting for postretirement benefits which had an effective tax
rate of 38 percent. In 1993, the effective tax rate was 33
percent before consideration of restructuring and environmental
charges which had a tax benefit of 38 percent. The 1994
effective tax rate included $2.7 million of research and
development tax credits. This benefit was largely offset by the
increase in the federal income tax rate from 34 percent in 1993
to 35 percent in 1994.
Net income was $22.2 million after consideration of the
effect of the accounting change in 1994, as compared with $1.8
million in 1993, after restructuring and environmental charges.
Earnings per share were $1.71 based on 13.0 million shares
outstanding in 1994 and $0.10 based on 17.9 million shares in
1993. The Company repurchased 4.9 million shares of stock in
April 1994.

Fiscal 1993 Compared with Fiscal 1992

Sales for fiscal 1993 decreased $121.9 million (21%) to
$461.4 million from the record sales in fiscal 1992 of $583.3
million. Sales of castings for aerospace and aircraft gas
turbine engines, which constituted 88 percent of the Company's
sales in 1993, decreased $108.3 million (21%). Sales of other
industrial and commercial castings decreased $13.6 million (20%)
reflecting a decrease in general industrial and industrial gas
turbine markets, partially offset by increases in sales of metal
injection molded parts. Sales for United States government end-
users were 24 percent of sales in 1993 and 29 percent in 1992.
Cost of sales as a percent of sales was 85 percent in 1993
compared to 84 percent in 1992, despite the 21 percent reduction
in sales volume. This result reflected significant cost
improvements resulting from workforce reductions and lower bonus
expense in fiscal 1993. Headcount declined by 2,031 employees or
32 percent during the year.
During the third quarter of fiscal 1993, the Company
recorded a provision for restructuring charges of $27.2 million,
equal to $(0.95) per share, and a provision for environmental
charges of $9.9 million, equal to $(0.34) per share. The
restructuring charges, which were in response to a significant
and continuing industry decline in demand for aerospace
components, provided for the estimated cost of employee
severances, plant and office consolidations and rearrangements,
and other operating asset write-offs at the Company's Structurals
and Airfoils Divisions. The environmental charges provided for
the elimination and clean-up of a hazardous material used at one
of the Company's manufacturing sites in Oregon.
Selling and administrative costs decreased $6.4 million
(17%) due to lower bonus expenses as a result of decreased profit
in 1993, and spending reductions as a result of the down-turn in
the aerospace industry.
The effective tax rate in 1993, before consideration of
charges for restructuring and environmental, was 33 percent
whereas the effective tax rate in 1992 was 13 percent. The
difference between years is primarily the result of significant
research and development tax credits recognized in 1992.
Net income was $1.8 million in 1993, or $0.10 per share,
based on 17.9 million shares outstanding. In 1992, net income
was $46.5 million, or $2.63 per share, based on 17.7 million
shares.

Liquidity and Capital Resources

Total capitalization at April 3, 1994 of $238.5 million was
comprised of $15.7 million of debt and $222.8 million of equity.
The debt-to-equity ratio at April 3, 1994 was 0.07 compared with
0.10 at the end of last year.
Operating and investing activities generated a record $106.3
million of positive cash flow during fiscal 1994, primarily from
earnings ($53.1 million) and reductions in receivables and
inventories ($57.5 million). Approximately $39.4 million of the
reduction in receivables and inventories was the result of
improved collections and decreases in product cycle times; the
remaining $18.1 million reduction was due to lower sales. Cash
uses during the year included $117.0 million to repurchase the
Company's stock. Cash and cash equivalents were $55.2 million at
year-end, down $13.7 million from last year.
In 1995 and beyond, earnings are expected to be the
predominate source of positive cash flows. The benefits from
reducing receivables and inventories were substantially realized
in 1994.
PCC believes that future capital requirements for property,
plant and equipment and dividend payments can be funded from
existing cash or additional borrowings. The Company continues to
evaluate potential acquisitions and believes acquisition
opportunities can be funded from existing cash, additional
borrowings or the issuance of stock.

Outlook

During the past two years, the aerospace industry has been
adversely affected by the world-wide recession, the depressed
economic condition of the airline industry and cutbacks in both
domestic and foreign military spending programs. This situation
has reduced market demand for the Company's products and has
intensified the competitive environment within the aerospace
industry. PCC has responded to these challenges by restructuring
operations and sizing them to levels appropriate for current
market conditions, by aggressively cutting costs through
productivity gains and quality improvements, and by significantly
reducing product cycle times.
The Company is well positioned to remain healthy through the
current aerospace industry downturn and expects to continue its
record of improving operational results. In addition, the
Company will continue to pursue a strategy of acquiring companies
with similar or complementary technologies in order to add sales
growth and increase shareholder value.
15

EXHIBIT 21

SUBSIDIARIES OF PRECISION CASTPARTS CORP.

State
of
Approximate Percentage
Jurisdiction
of Voting Securities
Incorporation
Name of Subsidiary Owned or Organization
_________________________________________________________________

PCC Airfoils, Inc. 100% Ohio
Advanced Forming Technology, Inc. 100% Colorado
Precision Castparts Corp.
- France, S.A. 100% France
PCC Composites, Inc. 100% Pennsylvania

EXHIBIT 23

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the
Prospectus constituting part of the Registration Statement on
Form S-3 No. 2-95890, to the incorporation by reference in the
Prospectus constituting part of the Registration Statement on
Form S-3 No. 2-95855, to the incorporation by reference in the
Registration Statement on Form S-8 No. 33-32367, and to the
incorporation by reference in the Registration Statement on Form
S-8, No. 33-40559 of Precision Castparts Corp. of our report
dated May 2, 1994 which appears on page 12 of the Financial
Section of the 1994 Annual Report to Shareholders of Precision
Castparts Corp., which is incorporated in this Annual Report on
Form 10-K. We also consent to the incorporation by reference of
our report on the Financial Statement Schedules, which appears in
Item 14(a)2 in this Annual Report on Form 10-K.

PRICE WATERHOUSE
Portland, Oregon
June 30, 1994