Triumph Group (TGI)

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

Triumph Group, Inc.
1550 Liberty Ridge Drive
Suite 100
Wayne, Pennsylvania 19087
(610) 251-1000

Notice of Annual Meeting of Stockholders
To Be Held on July 24, 2008

To the holders of shares of common stock:

        You are invited to be present either in person or by proxy at the annual meeting of stockholders of Triumph Group, Inc. to be held in the SoHo/Tribeca Room at the Millennium Hilton at 55 Church Street, New York, New York 10007, on Thursday, July 24, 2008, beginning at 9:00 a.m., local time, for the following purposes:

1.

To elect all five directors for the coming year;



2.

To approve an amendment to Triumph Group, Inc.'s Amended and Restated Certificate of Incorporation to, among other things, increase our authorized shares of common stock from 50,000,000 to 100,000,000 shares;



3.

To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2009; and



4.

To transact any other business as may properly come before the meeting or any postponements or adjournments.

        Management currently knows of no other business to be presented at the meeting. If any other matters come before the meeting, the persons named in the enclosed proxy will vote with their judgment on those matters.

        If you plan to attend the 2008 Annual Meeting of Stockholders and require directions to the Millennium Hilton at 55 Church Street, New York, New York 10007, please contact Sheila G. Spagnolo at (610) 251-1000.

        The Board of Directors has fixed the close of business on May 30, 2008, as the record date for determining stockholders entitled to notice of and to vote at the meeting and any adjournments. To make sure that your vote is counted, please complete, date and sign the enclosed proxy and return it promptly in the enclosed envelope, whether or not you plan to attend the meeting in person. A self-addressed, postage paid envelope is enclosed for your convenience. If you do attend the meeting, you may then withdraw your proxy and vote your shares in person. In any event, you may revoke your proxy prior to its exercise. Shares represented by proxies which are returned properly signed but unmarked will be voted in favor of proposals made by us.

		By order of the Board of Directors,
		John B. Wright, II Secretary
June 24, 2008 Wayne, Pennsylvania

Your vote is important

        Please fill in, date and sign the accompanying proxy and return it promptly in the enclosed envelope, whether or not you plan to attend the meeting. No postage is necessary if the envelope is mailed in the United States.

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.           )

Triumph Group, Inc.
1550 Liberty Ridge Drive
Suite 100
Wayne, Pennsylvania 19087
(610) 251-1000

Notice of Annual Meeting of Stockholders
To Be Held on July 27, 2005

To the holders of shares of common stock:

        You are invited to be present either in person or by proxy at the annual meeting of stockholders of Triumph Group, Inc. to be held at Triumph's principal executive offices at 1550 Liberty Ridge Drive, Suite 100, Wayne, Pennsylvania 19087, on Wednesday, July 27, 2005, beginning at 9:00 a.m., local time, for the following purposes:

1.

To elect all seven directors for the coming year;



2.

To ratify the selection of Ernst & Young LLP as Triumph's independent auditors for the fiscal year ending March 31, 2006;



3.

To amend Triumph's Directors' Stock Option Plan (the "Directors' Plan") to increase the number of shares of common stock available for grants under the Directors' Plan by 75,000 shares;



4.

To amend the Directors' Plan to increase the limitation on the annual grant to each non-employee director of stock options to purchase shares of common stock to 2,500 shares;



5.

To amend the Directors' Plan to increase the period of time after a participant ceases to be a member of the Board for any reason other than death or disability before options granted under the Directors' Plan terminate from 30 days to 90 days;



6.

To amend the Directors' Plan to require stockholder approval for a "material revision" to the Directors' Plan pursuant to the applicable stock exchange listing rules; and



7.

To transact any other business as may properly come before the meeting or any postponements or adjournments.

        Management currently knows of no other business to be presented at the meeting. If any other matters come before the meeting, the persons named in the enclosed proxy will vote with their judgment on those matters.

        The Board of Directors has fixed the close of business on May 31, 2005, as the record date for determining stockholders entitled to notice of and to vote at the meeting and any adjournments. To make sure that your vote is counted, please complete, date and sign the enclosed proxy and return it promptly in the enclosed envelope, whether or not you plan to attend the meeting in person. A self-addressed, postage paid envelope is enclosed for your convenience. If you do attend the meeting, you may then withdraw your proxy and vote your shares in person. In any event, you may revoke your proxy prior to its exercise. Shares represented by proxies which are returned properly signed but unmarked will be voted in favor of proposals made by Triumph.

		By order of the Board of Directors,
		John B. Wright, II Secretary

June 21, 2005
Wayne, Pennsylvania

Your vote is important

         Please fill in, date and sign the accompanying proxy and return it promptly in the enclosed envelope, whether or not you plan to attend the meeting. No postage is necessary if the envelope is mailed in the United States.