<PAGE>

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 ---------------

                                    FORM 10-Q
(MARK ONE)

      [X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934


                  FOR THE QUARTERLY PERIOD ENDED MARCH 25, 2006

                                       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 NUMBER 1-3985

                          -----------------------------

                                 EDO CORPORATION
             (Exact name of registrant as specified in its charter)

                NEW YORK                                  11-0707740
         (State of Incorporation)              (IRS Employer Identification No.)
     60 EAST 42ND STREET, 42ND FLOOR,                        10165
            NEW YORK, NEW YORK                            (Zip Code)
 (Address of principal executive offices)

                                (212) 716-2000
              (Registrant's telephone number, including area code)


    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 whether the registrant is a large accelerated filer,
an accelerated filer (as defined in Rule 12b-2 of the Act), or a non-accelerated
filer.

   Large accelerated filer [ ]  Accelerated filer [X]  Non-accelerated filer [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act).
                                                               [ ] Yes    [X] No

    The number of shares of EDO common stock outstanding as of April 25, 2006
was 20,347,750 shares, with a par value $1 per share.
================================================================================

<PAGE>



                                 EDO CORPORATION

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>




PART I                     Financial Information                                                                            Page

<S>                      <C>                                                                                                <C>
                ITEM 1     Financial Statements........................................................................

                           Consolidated Balance Sheets -
                            March 25, 2006 (unaudited) and December 31, 2005...........................................      3

                           Consolidated Statements of Earnings -
                            Three Months Ended March 25, 2006 and March 26, 2005 (unaudited)...........................      4

                           Consolidated Statements of Cash Flows -
                            Three Months Ended March 25, 2006 and March 26, 2005 (unaudited)...........................      5

                           Notes to Consolidated Financial Statements (unaudited)......................................      6

                ITEM 2     Management's Discussion and Analysis of Financial Condition and Results of
                            Operations.................................................................................     15

                ITEM 3     Quantitative and Qualitative Disclosures about Market Risk..................................     20

                ITEM 4     Controls and Procedures.....................................................................     20

PART II                    Other Information...........................................................................

                ITEM 1A    Risk Factors................................................................................     21

                ITEM 6     Exhibits and Reports on Form 8-K............................................................     21

SIGNATURE PAGE             ............................................................................................     22
</TABLE>



                                       2
<PAGE>


                        PART I -- FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                        EDO CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                                                MARCH 25,    DECEMBER 31,
                                                                                                  2006           2005
                                                                                                ---------    ------------
                                                                                               (UNAUDITED)
                                                                                                (IN THOUSANDS, EXCEPT
                                                                                                  SHARE AND PER SHARE
                                                                                                      AMOUNTS)
<S>                                                                                            <C>           <C>
                                     ASSETS
Current assets:
  Cash and cash equivalents ...............................................................     $ 117,487      $ 108,731
  Accounts receivable, net ................................................................       168,040        189,190
  Inventories .............................................................................        71,017         56,567
  Deferred income tax asset, net ..........................................................         9,278          8,946
  Notes receivable ........................................................................         7,000          7,100
  Prepayments and other ...................................................................         6,192          3,809
                                                                                                ---------      ---------
     Total current assets .................................................................       379,014        374,343
                                                                                                ---------      ---------
Property, plant and equipment, net ........................................................        51,105         49,574
Goodwill ..................................................................................       152,336        152,347
Other intangible assets, net ..............................................................        54,311         55,925
Deferred income tax asset, net ............................................................        29,637         29,637
Other assets ..............................................................................        25,221         25,573
                                                                                                ---------      ---------
                                                                                                $ 691,624      $ 687,399
                                                                                                =========      =========

            LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable ........................................................................     $  22,385      $  33,111
  Accrued liabilities .....................................................................        48,519         52,126
  Contract advances and deposits ..........................................................        58,179         42,244
  Note payable ............................................................................         2,000          2,000
                                                                                                ---------      ---------
     Total current liabilities ............................................................       131,083        129,481
                                                                                                ---------      ---------
Income taxes payable ......................................................................         6,513          6,513
Note payable, long-term ...................................................................         5,000          5,000
Long-term debt ............................................................................       201,250        201,250
Post-retirement benefits obligations ......................................................       104,011        103,815
Environmental obligation ..................................................................         1,402          1,392
Other long-term liabilities ...............................................................           226             55
Shareholders' equity:
  Preferred shares, par value $1 per share, authorized
 500,000 shares ...........................................................................            --             --
  Common shares, par value $1 per share, authorized
 50,000,000 shares, 20,437,045 issued in 2006 and 20,305,815 issued in 2005................        20,437         20,306
  Additional paid-in capital ..............................................................       166,388        167,219
  Retained earnings .......................................................................       118,613        120,103
  Accumulated other comprehensive loss, net of income tax
     benefit (32,651 in 2006 and 32,711 in 2005)...........................................       (46,985)       (47,072)
  Treasury shares at cost (109,520 shares in 2006 and 111,317 shares in 2005 ) ............        (1,838)        (1,868)
  Unearned Employee Stock Ownership Plan shares ...........................................       (14,476)       (14,789)
  Deferred compensation under Long-Term Incentive Plan ....................................            --         (3,866)
  Management group receivables ............................................................            --           (140)
                                                                                                ---------      ---------
     Total shareholders' equity ...........................................................       242,139        239,893
                                                                                                ---------      ---------
                                                                                                $ 691,624      $ 687,399
                                                                                                =========      =========
</TABLE>

          See accompanying Notes to Consolidated Financial Statements.



                                       3
<PAGE>


                        EDO CORPORATION AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF EARNINGS


<TABLE>
<CAPTION>
                                                                                           FOR THE THREE MONTHS ENDED
                                                                                             MARCH 25,      MARCH 26,
                                                                                               2006           2005
                                                                                           -------------  ---------
                                                                                                   (UNAUDITED)
                                                                                            (IN THOUSANDS, EXCEPT PER
                                                                                                 SHARE AMOUNTS)

<S>                                                                                         <C>            <C>
  NET SALES ...........................................................................     $ 119,709      $ 116,508
                                                                                            ---------      ---------

  COSTS AND EXPENSES
   Cost of sales ......................................................................        91,244         85,054
   Selling, general and administrative ................................................        25,358         20,288
   Research and development ...........................................................         3,206          4,418
                                                                                            ---------      ---------
                                                                                              119,808        109,760
                                                                                            ---------      ---------
  OPERATING (LOSS) EARNINGS ...........................................................           (99)         6,748

  NON-OPERATING INCOME (EXPENSE)

   Interest income ....................................................................         1,021            501
   Interest expense ...................................................................        (2,424)        (2,191)
   Other, net .........................................................................          (146)           (45)
                                                                                            ---------      ---------
                                                                                               (1,549)        (1,735)
                                                                                            ---------      ---------
(Loss) earnings before income taxes ...................................................        (1,648)         5,013
Income tax benefit (expense) ..........................................................           709         (2,105)
                                                                                            ---------      ---------
NET (LOSS) EARNINGS ...................................................................     $    (939)     $   2,908
                                                                                            =========      =========
NET (LOSS) EARNINGS PER COMMON SHARE:
   Basic ..............................................................................     $   (0.05)     $    0.16
                                                                                            =========      =========
   Diluted ............................................................................     $   (0.05)     $    0.16
                                                                                            =========      =========

Weighted-average common shares outstanding:
  Basic ...............................................................................        18,012         17,936
                                                                                            =========      =========
  Diluted .............................................................................        18,012         18,236
                                                                                            =========      =========

  Dividends declared per common share .................................................     $    0.03      $    0.03
                                                                                            =========      =========
</TABLE>



          See accompanying Notes to Consolidated Financial Statements.


                                       4
<PAGE>


                        EDO CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                           FOR THE THREE MONTHS ENDED
                                                                             MARCH 25,     MARCH 26,
                                                                               2006          2005
                                                                           ------------   --------
                                                                                (UNAUDITED)
                                                                                (IN THOUSANDS)
<S>                                                                        <C>           <C>
OPERATING ACTIVITIES:
  (Loss) earnings from operations ....................................     $    (939)     $   2,908
  Adjustments to (loss) earnings to arrive at cash provided (used)
     by operations:
     Depreciation ....................................................         2,778          2,642
     Amortization ....................................................         1,614          1,310
     Bad debt (recovery) expense .....................................           (66)           139
     Loss on disposal of property, plant and equipment ...............            29             --
     Long-Term Incentive Plan compensation expense ...................           972            397
     Stock option compensation expense ...............................           865             --
     Employee Stock Ownership Plan compensation expense ..............         1,186          1,314
     Dividends on unallocated Employee Stock Ownership Plan
       shares ........................................................            58             65
     Common shares issued for directors' fees ........................            55             45
     Changes in operating assets and liabilities, excluding effects of
       acquisitions:
       Accounts receivable ...........................................        21,216         (1,607)
       Inventories ...................................................       (14,450)        (9,661)
       Prepayments and other assets ..................................        (1,692)           (42)
       Accounts payable, accrued liabilities and other ...............       (13,544)        (4,096)
       Contract advances and deposits ................................        15,935          1,173
                                                                           ---------      ---------
Cash provided (used) by operations ...................................        14,017         (5,413)
                                                                           ---------      ---------

INVESTING ACTIVITIES:
  Settlement of purchase price on 2005 acquisition ...................          (353)            --
  Purchase of plant and equipment ....................................        (4,971)        (6,470)
  Payments received on notes receivable ..............................           100             75
                                                                           ---------      ---------
Cash used by investing activities ....................................        (5,224)        (6,395)
                                                                           ---------      ---------

FINANCING ACTIVITIES:
  Proceeds from exercise of stock options ............................           258            125
  Excess income tax benefit from stock options and Long-Term
     Incentive Plan ..................................................           174            173
  Proceeds from management group receivables .........................           140             --
  Payment of common share cash dividends .............................          (609)          (604)
                                                                           ---------      ---------
Cash used by financing activities ....................................           (37)          (306)
                                                                           ---------      ---------
Net increase (decrease) in cash and cash equivalents .................         8,756        (12,114)
Cash and cash equivalents at beginning of year .......................       108,731         98,884
                                                                           ---------      ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD ...........................     $ 117,487      $  86,770
                                                                           =========      =========

Supplemental disclosures:
  Cash paid for:
     Interest ........................................................     $      --      $      --
                                                                           =========      =========
     Income taxes ....................................................     $   6,109      $   2,393
                                                                           =========      =========
</TABLE>


          See accompanying Notes to Consolidated Financial Statements.


                                       5
<PAGE>

                        EDO CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(1) UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

    The accompanying unaudited consolidated financial statements have been
prepared in accordance with instructions to Form 10-Q and, therefore, do not
include all information and footnotes normally included in consolidated
financial statements prepared in conformity with accounting principles generally
accepted in the United States. They should be read in conjunction with the
consolidated financial statements and notes thereto of EDO Corporation and
Subsidiaries (the "Company") for the year ended December 31, 2005 filed by the
Company on Form 10-K with the Securities and Exchange Commission.

    The accompanying consolidated financial statements include all adjustments
(consisting of normal recurring adjustments) that management considers necessary
for a fair presentation of its consolidated financial position and results of
operations for the interim periods presented. The results of operations for the
interim periods are not necessarily indicative of the results that may be
expected for the entire year.

     Certain reclassifications have been made to prior year presentations to
conform to current year presentations.

(2) ACQUISITIONS

    On December 20, 2005, the Company acquired for cash all of the stock of
NexGen Communications LLC (NexGen), a privately-held company specializing in the
design and production of communications systems for a diverse set of U.S.
government organizations. The acquisition strengthened EDO's fast-growing
position in specialized communication products. The acquired company became part
of the Company's Electronic Systems and Communications segment. The Company has
not yet completed its analysis of the fair value of the acquired assets and
liabilities. Consequently, the excess purchase price over the net assets
acquired has been temporarily assigned to goodwill, and amounts recorded are
subject to change. The excess of the purchase price over the net assets acquired
related to NexGen is not deductible for income tax purposes.

    On September 19, 2005, the Company acquired for cash all of the stock of
Fiber Innovations, Inc., (Fiber Innovations) a privately-held company that is a
designer and manufacturer of fiber reinforced-composites. This acquisition has
added important complementary design and manufacturing capabilities to EDO's
integrated-composite-structures business. The acquired company became part of
the Company's Engineered Systems and Services segment. The excess of the
purchase price over the net assets acquired related to Fiber Innovations is not
deductible for income tax purposes. During the first quarter of 2006, the
purchase accounting for Fiber Innovations was finalized and resulted in an
additional cash payment of $0.4 million.

    On May 2, 2005, the Company acquired for cash all of the units of EVI
Technology, LLC (EVI), a privately-held company. EVI is a designer, manufacturer
and integrator of classified intelligence systems. EVI has strengthened and
expanded EDO's range of products and engineering expertise in a number of
synergistic areas. The acquired company became part of the Company's Electronic
Systems and Communications segment. The excess of the purchase price over the
net assets acquired related to EVI recorded as goodwill and other intangible
assets is deductible for income tax purposes over 15 years.

(3) STOCK-BASED COMPENSATION

    The Company has granted non-qualified stock options and restricted shares
under the 2002 Long-Term Incentive Plan (LTIP) and the 2002 Non-Employee
Director Stock Option Plan (NEDSOP). These plans are described in Note 13 to
the consolidated financial statements included in the Company's Annual Report on
Form 10-K for the year ended December 31, 2005.

    Prior to January 1, 2006, the Company accounted for its stock-based
compensation plans in accordance with Accounting Principles Board (APB) Opinion
No. 25, "Accounting for Stock Issued to Employees" and related interpretations,
as permitted by Financial Accounting Standard Board (FASB) Statement No. 123,
"Accounting for Stock-based Compensation." Under APB No. 25, because the
exercise price of the Company's stock options is set equal to the market price
of the underlying stock on the date of grant, no employee compensation expense
was recognized in the Statement of Earnings. Effective January 1, 2006, the
Company adopted the fair value recognition provisions of FASB Statement No.
123(R) (FAS 123 (R)), Share-Based Payment, using the modified prospective
transition method. Under this method, compensation cost recognized in the three
months ended March 25, 2006 includes: (a) compensation cost for all options
granted prior to January 1, 2006, but not yet vested, based on the fair value on
the grant date and (b) compensation cost for all options granted to Directors
under the NEDSOP subsequent to January 1, 2006, which are 100% vested on the
date of grant. Results of prior periods are not required to be restated.

    As a result of adopting FAS 123(R), the Company's earnings before income
taxes for the three months ended March 25, 2006, were $0.9 million lower than if
it had continued to account for its share-based compensation under APB No. 25.
Loss per common share would have been $(0.02) if the Company had not adopted
Statement 123(R), compared to the reported loss per common share of $(0.05).



                                       6
<PAGE>
    Prior to the adoption of FAS 123(R), the Company presented all tax benefits
of deductions resulting from the exercise of stock options as an operating cash
flow in the Statement of Cash Flows. FAS 123(R) requires that this excess tax
benefit now be classified as a financing cash flow. For the three months ended
March 25, 2006 the $0.2 million excess tax benefit classified as a financing
cash flow would have been classified as an operating cash flow if the Company
had not adopted FAS 123(R).

    During the three months ended March 25, 2006, the Company only granted
options to its Board of Directors, which when issued were 100% vested. The
Company estimated the fair value of the 2006 stock option awards as of the grant
date by applying the Black-Scholes pricing valuation model. The application of
this valuation model involves assumptions that are judgmental and sensitive in
the determination of compensation expense. The weighted average for key
assumptions used in determining the fair value of options granted are as
follows: expected dividend yield of 1%, risk free interest rate of 4.3%,
expected volatility of 44%, and an expected option life of 7 years.

    A summary of the Company's stock option activity during the three months
ended March 25, 2006 is as follows:

<TABLE>
<CAPTION>
                                                                                             WEIGHTED-
                                                                                              AVERAGE
                                                                               WEIGHTED-     REMAINING       AGGREGATE
                                                                                AVERAGE     CONTRACTUAL      INTRINSIC
                                                                OPTIONS        EXERCISE        TERM            VALUE
                                                             (IN THOUSANDS)      PRICE       (IN YEARS)    (IN THOUSANDS)
                                                             -----------------------------------------------------------
<S>                                                         <C>              <C>            <C>            <C>
Outstanding on January 1, 2006...........................          1,045         $17.25
Options granted..........................................             55          27.39
Options exercised........................................            (23)         11.06
Options expired/cancelled................................             (1)         27.02
                                                             -----------       --------     ----------------------------


Outstanding on March 25, 2006............................          1,076         $17.89            5.57       $13,688
                                                             ===========       ========     ===========       =======
Exercisable on March 25, 2006............................          1,070         $17.89            5.56       $13,626
                                                             ===========       ========     ===========       =======
</Table>


    As of March 25, 2006, the total future compensation expense related to
non-vested options not yet recognized in the consolidated statement of earnings
is approximately $47,000, all of which will vest and be recognized in 2006.

    Stock based compensation expense recognized for restricted share awards was
$1.0 million and $0.4 million for the three months ended March 25, 2006 and
March 26, 2005, respectively. The unrecognized compensation cost related to the
unvested restricted shares at March 25, 2006 is approximately $5.5 million and
will be recognized over a weighted-average period of 2.3 years

    A summary of the activity of restricted shares under the Company's 2002 LTIP
plan for the three months ended March 25, 2006 is as follows:

<TABLE>
<CAPTION>
                                                                                                            WEIGHTED-
                                                                                                             AVERAGE
                                                                                                           GRANT DATE
                                                                                     SHARES                 FAIR PRICE
                                                                                 ----------------------------------------
                                                                                  (IN THOUSANDS)
<S>                                                                              <C>                  <C>
Outstanding on January 1, 2006...........................                                219                $27.78
Granted..................................................                                108                 26.54
Vested...................................................                                  -                     -
Forfeited/Canceled.......................................                                 (2)                28.96
                                                                                 -----------              --------
Outstanding on March 25, 2006............................                                325                $27.37
                                                                                 ===========              ========
</TABLE>

    Prior to adoption of FAS 123(R) the fair value of restricted share awards
was recorded as deferred compensation expense as a separate component of
shareholders equity. In accordance with FAS 123(R), the deferred compensation
balance of $3.9 million at December 31, 2005 was reclassified to additional
paid-in-capital. The restricted share awards cliff vest in 3 years and are
subject to continued employment. If such goal is not met, no compensation cost
is recognized and any previously recognized compensation cost is reversed.

    The following table illustrates the effect on net earnings and earnings per
share if, for the three months ended March 26, 2005, the Company had applied the
fair value recognition provisions of SFAS No. 123.


                                       7
<PAGE>

<TABLE>
<CAPTION>
                                                                 MARCH 26,
                                                                   2005
                                                              ----------------
                                                               (IN THOUSANDS,
                                                              EXCEPT PER SHARE
                                                                  AMOUNTS)
<S>                                                           <C>
 Net earnings, as reported....................................    $ 2,908
    Add: Stock-based compensation expense included in
      reported earnings, net of tax.                                  234
    Deduct: Total stock-based compensation expense based on
      fair value method, net of tax...........................     (1,199)
                                                               ----------
 Pro forma earnings...........................................    $ 1,943
                                                               ==========
 Basic earnings per common share:
   As reported................................................    $  0.16
   Pro forma..................................................    $  0.11
 Diluted earnings per common share:
   As reported................................................    $  0.16
   Pro forma..................................................    $  0.11
                                                               ==========
</TABLE>


(4) BUSINESS COMBINATIONS AND GOODWILL AND OTHER INTANGIBLE ASSETS

    Statement of Financial Accounting Standard (SFAS) No. 141, "Business
Combinations," includes guidance on the initial recognition and measurement of
goodwill and other intangible assets arising from business combinations
completed after June 30, 2001. SFAS No. 142, "Goodwill and Other Intangible
Assets," prohibits the amortization of goodwill and intangible assets with
indefinite useful lives and requires that these assets be reviewed for
impairment at least annually. Intangible assets with definite lives are
amortized over their estimated useful lives.

    In accordance with SFAS No. 142, goodwill must be tested at least annually
for impairment at the reporting unit level. If an indication of impairment
exists, the Company is required to determine if such goodwill's implied fair
value is less than the carrying value in order to determine the amount, if any,
of the impairment loss required to be recorded. Impairment indicators include,
among other conditions, cash flow deficits, an historic or anticipated decline
in revenue or operating profits, adverse legal or regulatory developments,
accumulation of costs significantly in excess of amounts originally expected to
acquire the asset and/or a material decrease in the fair value of some or all of
the assets. The Company performs the required impairment tests of goodwill as of
October 1 each year.

The changes in the carrying amount of goodwill by segment during the three
months ended March 25, 2006 are as follows:


<TABLE>
<CAPTION>
                                                                                         ENGINEERED      ELECTRONIC
                                                                                         SYSTEMS AND     SYSTEMS AND
                                                                                          SERVICES     COMMUNICATIONS     TOTAL
                                                                                         ----------    --------------     -----
                                                                                                       (IN THOUSANDS)
<S>                                                                                     <C>            <C>            <C>
Balance as of January 1, 2006.........................................................      $43,846        $108,501       $152,347
Purchase accounting adjustments ......................................................          328            (339)           (11)
                                                                                         ----------      ----------    -----------
Balance as of March 25, 2006..........................................................      $44,174        $108,162       $152,336
                                                                                         ==========      ==========    ===========
</TABLE>

    Summarized below are intangible assets:

<TABLE>
<CAPTION>
                                                                               MARCH 25,  DECEMBER 31,
                                                                                 2006        2005           LIFE
                                                                               ---------  -----------       ----
                                                                                     (IN THOUSANDS)
<S>                                                                            <C>          <C>            <C>
           Intangible assets subject to amortization:
                Capitalized non-compete agreements related to
                   Acquisitions................................................ $ 3,118     $ 3,118        1-5 years
                Purchased technologies related to acquisitions.................  21,103      21,103        8-25 years
                Customer contracts and relationships related to acquisitions...  45,698      45,698        6-20 years
                Tradename related to acquisitions..............................   2,069       2,069        5-10 years
                                                                                -------     -------
                                                                                 71,988      71,988
                  Less accumulated amortization................................ (18,077)    (16,463)
                                                                               --------     -------
                                                                                $53,911     $55,525

           Intangible assets not subject to amortization:
                 Tradename related to acquisitions.............................     400         400
                                                                               --------     -------
                                                                                $54,311     $55,925
</TABLE>



                                       8
<PAGE>

    The amortization expense for the three months ended March 25, 2006 and March
26, 2005 amounted to $1.6 million and $1.3 million, respectively. Total
remaining amortization expense for 2006, 2007, 2008, 2009, 2010 and thereafter
related to these intangible assets is estimated to be $4.9 million, $6.4
million, $5.7 million, $5.7 million, $4.9 million and $26.3 million,
respectively.

(5) INVENTORIES

    Inventories are summarized by major classification as follows:

<TABLE>
<CAPTION>
                                                                MARCH 25,     DECEMBER 31,
                                                                   2006          2005
                                                                ----------    -------
                                                                       (IN THOUSANDS)
<S>                                                            <C>           <C>
                    Raw material and supplies.................   $10,615          $11,976
                    Work-in-process...........................    65,275           49,829
                    Finished goods............................     1,948            1,690
                          Less: Unliquidated progress payments    (6,821)          (6,928)
                                                                --------         --------
                                                                 $71,017          $56,567
                                                                ========         ========
</TABLE>

(6) EARNINGS PER SHARE

    The following table sets forth the computation of basic and diluted earnings
per share:

<TABLE>
<CAPTION>
                                                                                      FOR THE THREE MONTHS ENDED
                                                                                       MARCH 25,        MARCH 26,
                                                                                         2006             2005
                                                                                         ----             ----
                                                                                            (IN THOUSANDS)
<S>                                                                                   <C>                <C>
                   Numerator:
                     Net (loss) earnings for basic and diluted calculation........    $  (939)           $ 2,908

                   Denominator:
                     Denominator for basic calculation............................     18,012             17,936
                     Effect of dilutive securities:
                        Stock options.............................................         --                300
                                                                                   ----------         ----------
                     Denominator for diluted calculation..........................     18,012             18,236
                                                                                   ==========         ==========
</TABLE>

    The assumed conversion of the 4.0% Notes and the 5.25% Notes was
anti-dilutive for the first three months of 2006 and 2005, respectively.

    The following table summarizes, for each year presented, the number of
shares excluded from the computation of diluted earnings per share, as their
effect upon potential issuance was anti-dilutive.

<TABLE>
<CAPTION>

                                                                               FOR THE THREE MONTHS ENDED
                                                                                 MARCH 25,      MARCH 26,
                                                                                   2006           2005
                                                                                   ----           ----
                                                                                      (IN THOUSANDS)
<S>                                                                          <C>               <C>
                  5.25% Convertible Subordinated Notes..............                --            4,408
                  4.00% Convertible Subordinated Notes..............               5,886             --
                  Unexercised stock options.........................                  74             12
                                                                                   -----          -----
                                                                                   5,960          4,420
                                                                                   =====          =====
</TABLE>

(7) DEFINED BENEFIT PLAN

    The Company maintains a qualified noncontributory defined benefit pension
plan covering less than half of its employees. In November 2002, the plan was
amended whereby benefits accrued under the plan were frozen as of December 31,
2002. The Company's funding policy is to make annual contributions to the extent
such contributions are actuarially determined and tax deductible.

    For the three months ended March 25, 2006 and March 26, 2005, the Company
recorded pension expense of $1.2 million and $1.1 million, respectively, based
on the total for the respective years of $4.8 million in 2006 and $4.3 million
in 2005. Summarized below are the components of the expense for each period
presented.


                                       9
<PAGE>

<TABLE>
<CAPTION>
                                                                               FOR THE THREE MONTHS ENDED
                                                                               MARCH 25,      MARCH 26,
                                                                                   2006           2005
                                                                               -----------    --------
                                                                                      (IN THOUSANDS)

<S>                                                                           <C>            <C>
                           Interest cost................................        $3,038            $3,089
                           Expected return on plan assets...............        (3,209)           (3,181)
                           Amortization of unrecognized net loss........         1,365             1,162
                                                                               -------          --------
                                                                                $1,194            $1,070
                                                                               =======          ========
</TABLE>

(8) EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST

    The Company sponsors an employee stock ownership plan (ESOP) which
provides retirement benefits to substantially all employees. The cost basis of
the unearned/unallocated shares was initially recorded as a reduction to
shareholders' equity. Compensation expense is recorded based on the market value
of the Company's common shares as they are committed-to-be-released quarterly,
as payments are made under the related indirect loan. The difference between the
market value and the cost basis of the shares was recorded as additional paid-in
capital. Dividends on unallocated shares are recorded as compensation expense.

(9) COMPREHENSIVE INCOME

    As of March 25, 2006, accumulated other comprehensive loss included in the
accompanying consolidated balance sheet primarily represents additional minimum
liabilities on benefit plans. Comprehensive loss for the three months ended
March 25, 2006 was $0.9 million compared to comprehensive income for the three
months ended March 26, 2005 of $2.8 million.

(10) BUSINESS SEGMENTS

    The Company determines its operating segments based upon an analysis of its
products and services, production processes, types of customers, economic
characteristics and the related regulatory environment, which is consistent with
how management operates the Company. The Company's operations are reflected in
two business segments: Engineered Systems and Services and Electronic Systems
and Communications. The Engineered Systems and Services segment addresses the
Integrated Systems and Structures, Undersea Warfare, and Professional Services
markets. Primary products include aircraft armament systems, integrated
composite structures, mine countermeasure systems, sonar systems and flight line
products. The Company also offers a wide range of professional engineering
services. The Electronic Systems and Communications segment includes products
that serve the Electronic Warfare and the C4 (Command, Control, Communications
and Computers) markets. Primary products include electronic force protection
equipment, interference cancellation technology, airborne electronic warfare
systems, reconnaissance and surveillance systems, other specialized electronic
systems, C4 products and services and antenna products.


<TABLE>
<CAPTION>
                                                                              FOR THE THREE MONTHS ENDED
                                                                              MARCH 25,    MARCH 26,
                                                                                  2006         2005
                                                                              -----------  --------
                                                                                  (IN THOUSANDS)
<S>                                                                         <C>           <C>
              Net Sales:

              Engineered Systems and Services..............................  $ 59,266         $51,023
              Electronic Systems and Communications........................    60,443          65,485
                                                                             ----------    ----------
                                                                             $119,709        $116,508
              Operating (loss) earnings:
              Engineered Systems and Services..............................     1,628           3,768
              Electronic Systems and Communications........................    (1,727)          2,980
                                                                             ----------    ----------
                                                                                  (99)          6,748
              Net interest expense.........................................    (1,403)         (1,690)
              Other, net...................................................      (146)            (45)
                                                                             ----------    ----------
              (Loss) earnings before income taxes..........................  $ (1,648)       $  5,013
                                                                             =========     ==========
</TABLE>

(11) GUARANTOR AND NON-GUARANTOR SUBSIDIARIES

    The Company may, from time to time, issue indebtedness, a condition of which
would be the guarantee of this indebtedness by certain of its subsidiaries.
Presented below is the condensed consolidating financial information for the
Company and the contemplated subsidiary guarantors and non-guarantors at March
25, 2006 and December 31, 2005 and for the three months ended March 25, 2006 and
March 26, 2005. Each contemplated subsidiary guarantor is 100% owned, directly
or indirectly, by the Company. Any guarantees that may be issued will be full
and unconditional, as well as joint and several. In connection with the
Company's



                                       10
<PAGE>

credit facility, the Company cannot declare or pay any dividend on its
outstanding common stock in an amount that exceeds fifty percent of its
consolidated net income for the immediately preceding four quarters.


<TABLE>
<CAPTION>
EDO CORPORATION
CONDENSED CONSOLIDATING BALANCE SHEET
MARCH 25,  2006
                                            EDO Corporation
                                            Parent Company    Subsidiary
                                                 Only          Guarantors     Non-Guarantors     Eliminations    Consolidated
                                                 ----          ----------     --------------     ------------    ------------
<S>                                        <C>              <C>              <C>                 <C>             <C>
ASSETS
Current assets:
Cash and cash equivalents                      $ 106,626        $   5,389        $   5,472               --        $ 117,487
Accounts receivable, net                          64,899           99,466            3,675               --          168,040
Inventories                                       14,831           53,140            3,046               --           71,017
Deferred income tax asset, net                     9,278               --               --               --            9,278
Notes receivable                                   7,000               --               --               --            7,000
Prepayments and other                              3,865            2,093              234               --            6,192
                                             ---------------------------------------------------------------------------------
Total current assets                             206,499          160,088           12,427               --          379,014
                                             ---------------------------------------------------------------------------------

Investment in subsidiaries                       314,225               --               --         (314,225)              --
Property, plant and equipment, net                26,534           21,320            3,251               --           51,105
Goodwill                                              --          143,626            8,710               --          152,336
Other intangible assets, net                          --           42,945           11,366               --           54,311
Deferred income tax asset, net                    29,637               --               --               --           29,637
Other assets                                      23,953            1,268               --               --           25,221
                                             ---------------------------------------------------------------------------------
                                               $ 600,848        $ 369,247        $  35,754        $(314,225)       $ 691,624
                                             ---------------------------------------------------------------------------------

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities       $  28,207        $  38,537        $   4,160               --        $  70,904
Contract advances and deposits                    12,973           45,206               --               --           58,179
Notes Payable                                      2,000               --               --               --            2,000
                                             ---------------------------------------------------------------------------------
Total current liabilities                         43,180           83,743            4,160               --          131,083

Long-term debt                                   201,250               --               --               --          201,250
Note payable, long-term                            5,000               --               --               --            5,000
Income taxes payable                               6,513               --               --               --            6,513
Deferred income tax liabilities, net              (2,852)           2,497              355               --               --
Other long-term liabilities                           52              174               --               --              226
Post retirement benefits obligations             104,011               --               --               --          104,011
Environmental obligation                           1,402               --               --               --            1,402
Inter-company accounts                                --          174,135           24,749         (198,884)              --

Shareholders' equity:
Preferred shares                                      --               --               --               --               --
Common shares                                     20,437               98               --              (98)          20,437
Additional paid-in capital                       166,388           25,221            6,418          (31,639)         166,388
Retained earnings                                118,613           87,445              211          (87,656)         118,613
Accumulated other comprehensive loss,
  net of income tax benefit                      (46,832)             (14)            (139)              --          (46,985)
Treasury shares                                   (1,838)          (4,052)              --            4,052           (1,838)
Unearned ESOP shares                             (14,476)              --               --               --          (14,476)
                                             ---------------------------------------------------------------------------------
Total shareholders' equity                       242,292          108,698            6,490         (115,341)         242,139
                                             ---------------------------------------------------------------------------------

                                               $ 600,848        $ 369,247        $  35,754        $(314,225)       $ 691,624
                                               =========        =========        =========        =========        =========
</TABLE>



                                       11
<PAGE>
<TABLE>
<CAPTION>
EDO CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF
EARNINGS
MARCH 25, 2006

                                       EDO Corporation
                                       Parent Company      Subsidiary
                                            Only           Guarantors    Non-Guarantors    Eliminations      Consolidated
                                            ----           ----------    --------------    ------------      ------------
<S>                                    <C>               <C>            <C>               <C>              <C>
Continuing Operations:
Net Sales                                 $  46,987        $  69,086        $   6,354        $  (2,718)       $ 119,709
Costs and expenses:
Cost of sales                                38,835           50,709            4,418           (2,718)          91,244
Selling, general and administrative           5,508           17,142            2,708                            25,358
Research and development                        882            2,137              187                             3,206
                                          -----------------------------------------------------------------------------
                                             45,225           69,988            7,313           (2,718)         119,808

                                          -----------------------------------------------------------------------------
Operating Earnings (Loss)                     1,762             (902)            (959)              --              (99)

Non-operating income (expense)
Interest income                                 967               --               54               --            1,021
Interest expense                             (2,440)              16               --               --           (2,424)
Other, net                                      (16)             (86)             (44)              --             (146)
                                          -----------------------------------------------------------------------------
                                             (1,489)             (70)              10               --           (1,549)
(Loss) earnings from continuing
  operations before income taxes                273             (972)            (949)              --           (1,648)
Income tax benefit (expense)                  1,105             (603)             207               --              709
                                          -----------------------------------------------------------------------------
(Loss) earnings from continuing
  operations                                  1,378           (1,575)            (742)              --             (939)
Equity in undistributed earnings of
  subsidiaries                               (2,317)              --               --            2,317               --
                                          -----------------------------------------------------------------------------
Net loss                                  $    (939)       $  (1,575)       $    (742)       $   2,317        $    (939)
                                          =========        =========        =========        =========        =========

</TABLE>



<TABLE>
<CAPTION>
EDO CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
MARCH 25, 2006
                                                EDO Corporation
                                                Parent Company       Subsidiary
                                                      Only           Guarantors     Non-Guarantors    Eliminations     Consolidated
                                                      ----           ----------     --------------    ------------     ------------
<S>                                            <C>              <C>               <C>                 <C>           <C>
OPERATING ACTIVITIES:
Loss from continuing operations                    $    (939)       $  (1,575)       $    (742)           2,317        $    (939)

Adjustments to loss to arrive at cash
  provided (used) by continuing operations:
Depreciation                                           1,183            1,416              179                             2,778
Amortization                                              --            1,363              251                             1,614
Bad debt (recovery) expense                              (83)              17               --                               (66)
Loss on sale of property and equipment                    18               11               --                                29
LTIP compensation expense                                972               --               --               --              972
Stock option compensation expense                        865               --               --               --              865
Employee Stock Ownership Plan
compensation expense                                   1,186               --               --               --            1,186
Dividends on unallocated Employee Stock
  Ownership Plan shares                                   58               --               --               --               58
Common shares issued for directors' fees                  55               --               --               --               55
Changes in operating assets and liabilities,
  excluding effects of acquisitions:
Equity in earnings of subsidiaries                     2,317               --               --           (2,317)              --
Inter-company/Investments in
subsidiaries                                             814             (792)             (22)              --               --
Accounts receivable                                    3,786           17,682             (252)              --           21,216
Inventories                                            2,457          (16,993)              86               --          (14,450)
Prepayments and other assets                            (772)          (1,020)             100               --           (1,692)
Accounts payable, accrued liabilities
  and other                                           (8,853)          (5,313)             622               --          (13,544)
Contract advances and deposits                         6,853            9,082               --               --           15,935
                                                   ------------------------------------------------------------------------------
Cash provided (used) by continuing
  operations                                           9,917            3,878              222               --           14,017

INVESTING ACTIVITIES:
Settlement of purchase price on 2005
  acquisition                                             --             (353)              --               --             (353)
Purchase of plant and equipment                       (2,421)          (2,368)            (182)              --           (4,971)
Payments received on notes receivable                    100               --               --               --              100
                                                   ------------------------------------------------------------------------------
Cash used by investing activities                     (2,321)          (2,721)            (182)              --           (5,224)

FINANCING ACTIVITIES:
Proceeds from exercise of stock options                  258               --               --               --              258
Excess Income tax benefit from stock options
and Long-Term Incentive Plan                             174               --               --               --              174
Proceeds from management group
  receivables                                            140               --               --               --              140
Payment of common share cash dividends                  (609)              --               --               --             (609)
                                                   ------------------------------------------------------------------------------
Cash used by financing activities                        (37)              --               --               --              (37)
                                                   ------------------------------------------------------------------------------
Net increase in cash and cash
  equivalents                                          7,559            1,157               40               --            8,756
Cash and cash equivalents at beginning
  of year                                             99,067            4,232            5,432               --          108,731
                                                   ------------------------------------------------------------------------------
Cash and cash equivalents at end of year           $ 106,626        $   5,389        $   5,472        $      --        $ 117,487
                                                   =========        =========        =========        =========        =========
</TABLE>



                                       12
<PAGE>


<TABLE>
<CAPTION>
EDO CORPORATION
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2005
                                            EDO Corporation
                                            Parent Company      Subsidiary
                                                 Only           Guarantors     Non-Guarantors    Eliminations     Consolidated
                                                 ----           ----------     --------------    ------------     ------------
<S>                                         <C>              <C>              <C>               <C>             <C>
ASSETS
Current assets:
Cash and cash equivalents                      $  99,067        $   4,232        $   5,432               --        $ 108,731
Accounts receivable, net                          68,603          117,164            3,423               --          189,190
Inventories                                       17,288           36,147            3,132               --           56,567
Deferred income tax asset, net                     8,946               --               --               --            8,946
Notes receivable                                   7,358             (258)              --               --            7,100
Prepayments and other                              2,037            1,438              334               --            3,809
                                               -------------------------------------------------------------------------------
Total current assets                             203,299          158,723           12,321               --          374,343

Investment in subsidiaries                       317,356               --               --         (317,356)              --
Property, plant and equipment, net                25,946           20,380            3,248               --           49,574
Goodwill                                              --          143,637            8,710               --          152,347
Other intangible assets, net                          --           44,308           11,617               --           55,925
Deferred income tax asset, net                    29,637               --               --               --           29,637
Other assets                                      24,751              822               --               --           25,573
                                               -------------------------------------------------------------------------------
                                               $ 600,989        $ 367,870        $  35,896        $(317,356)       $ 687,399
                                               -------------------------------------------------------------------------------

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities       $  37,942        $  43,729        $   3,566               --        $  85,237
Contract advances and deposits                     6,120           36,124               --               --           42,244
Notes payable                                      2,000               --               --               --            2,000
                                               -------------------------------------------------------------------------------
Total current liabilities                         46,062           79,853            3,566               --          129,481

Long-term debt                                   201,250               --               --               --          201,250
Income taxes payable                               6,513               --               --               --            6,513
Deferred income tax liabilities, net              (3,244)           2,891              353               --               --
Post retirement benefits obligations             103,815               --               --               --          103,815
Notes payable                                      5,000               --               --               --            5,000
Environmental obligation                           1,392               --               --               --            1,392
Other long-term liabilities                           55               --               --               --               55
Inter-company accounts                                --          174,844           24,771         (199,615)              --

Shareholders' equity:
Preferred shares                                      --               --               --               --               --
Common shares                                     20,306               98               --              (98)          20,306
Additional paid-in capital                       167,219           25,221            6,418          (31,639)         167,219
Retained earnings                                120,103           89,103              953          (90,056)         120,103
Accumulated other comprehensive loss,
  net of income tax benefit                      (46,819)             (88)            (165)              --          (47,072)
Treasury shares                                   (1,868)          (4,052)              --            4,052           (1,868)
Unearned ESOP shares                             (14,789)              --               --               --          (14,789)
Management group receivables                        (140)              --               --               --             (140)
Deferred compensation under Long-Term
  Incentive Plan                                  (3,866)              --               --               --           (3,866)
                                               -------------------------------------------------------------------------------
Total shareholders' equity                       240,146          110,282            7,206         (117,741)         239,893
                                               -------------------------------------------------------------------------------

                                               $ 600,989        $ 367,870        $  35,896        $(317,356)       $ 687,399
                                               =========        =========        =========        =========        =========
</TABLE>


                                       13
<PAGE>

<TABLE>
<CAPTION>
EDO CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF
EARNINGS
MARCH 26, 2005

                                          EDO Corporation
                                          Parent Company   Subsidiary
                                               Only        Guarantors     Non-Guarantors    Eliminations      Consolidated
                                               ----        ----------     --------------    ------------      ------------
<S>                                      <C>              <C>            <C>               <C>              <C>
Continuing Operations:
Net Sales                                 $  36,250        $  86,065        $   7,404        $ (13,211)       $ 116,508
Costs and expenses:
Cost of sales                                29,690           63,176            5,399          (13,211)          85,054
Selling, general and administrative           3,728           14,968            1,592               --           20,288
Research and development                      1,383            2,769              266               --            4,418
                                         --------------------------------------------------------------------------------
                                             34,801           80,913            7,257          (13,211)         109,760
                                         --------------------------------------------------------------------------------
Operating Earnings                            1,449            5,152              147               --            6,748

Non-operating income (expense)
Interest income                                 463               17               21               --              501
Interest expense                             (2,191)              --               --               --           (2,191)
Other, net                                       10               (6)             (49)              --              (45)
                                         --------------------------------------------------------------------------------
                                             (1,718)              11              (28)              --           (1,735)
(Loss) earnings from continuing
  operations before income taxes               (269)           5,163              119               --            5,013
Income tax benefit (expense)                    115           (2,104)            (116)              --           (2,105)
                                         --------------------------------------------------------------------------------
(Loss) earnings from continuing
  operations                                   (154)           3,059                3               --            2,908
Equity in undistributed earnings of
  subsidiaries                                3,062               --               --           (3,062)              --
                                         --------------------------------------------------------------------------------
Net earnings                              $   2,908        $   3,059        $       3        $  (3,062)       $   2,908
                                          =========        =========        =========        =========        =========
</TABLE>


<TABLE>
<CAPTION>
EDO CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
MARCH 26, 2005
                                               EDO Corporation
                                               Parent Company      Subsidiary
                                                     Only          Guarantors    Non-Guarantors   Eliminations  Consolidated
                                                     ----          ----------    --------------   ------------  ------------
<S>                                            <C>              <C>             <C>              <C>            <C>
OPERATING ACTIVITIES:
Earnings from continuing operations                $  2,908        $  3,059        $      3        $(3,062)      $  2,908

Adjustments to earnings to arrive at cash
  provided (used) by continuing operations:
Depreciation                                          1,329           1,173             140             --          2,642
Amortization                                             --           1,056             254             --          1,310
Bad debt expense                                         15             124              --             --            139
Deferred compensation expense                           397              --              --             --            397
Non-cash Employee Stock Ownership Plan
  compensation expense                                1,314              --              --             --          1,314
Dividends on unallocated Employee Stock
  Ownership Plan shares                                  65              --              --             --             65
Common shares issued for directors' fees                 45              --              --             --             45
Changes in operating assets and liabilities,
  excluding effects of acquisitions:
Equity in earnings of subsidiaries                   (3,062)             --              --          3,062             --
Inter-company/Investments in
subsidiaries                                          3,921          (4,076)            155                            --
Accounts receivable                                    (327)         (2,184)            904             --         (1,607)
Inventories                                          (6,740)         (3,249)            328             --         (9,661)
Prepayments and other assets                           (105)             95             (32)            --            (42)
Accounts payable, accrued liabilities
and other                                            (3,045)            511          (1,562)            --         (4,096)
Contract advances and deposits                       (2,521)          3,694              --             --          1,173
                                                 -------------------------------------------------------------------------
Cash provided (used) by continuing
  operations                                         (5,806)            203             190             --         (5,413)

INVESTING ACTIVITIES:
Purchase of plant and equipment                      (4,275)         (2,137)            (58)            --         (6,470)
Payments received on notes receivable                    75              --              --             --             75
                                                 -------------------------------------------------------------------------
Cash used by investing activities                    (4,200)         (2,137)            (58)            --         (6,395)

FINANCING ACTIVITIES:
Proceeds from exercise of stock options                 125              --              --             --            125
Payment of common share cash dividends                 (604)             --              --             --           (604)
Excess income tax benefit from stock options            173              --              --             --            173
                                                 -------------------------------------------------------------------------
Cash used by financing activities                      (306)             --              --             --           (306)
                                                 -------------------------------------------------------------------------
Net decrease in cash and cash
  equivalents                                       (10,312)         (1,934)            132             --        (12,114)
Cash and cash equivalents at beginning
  of year                                            93,129           1,314           4,441             --         98,884
                                                 -------------------------------------------------------------------------
Cash and cash equivalents at end of year           $ 82,817        $   (620)       $  4,573        $    --       $ 86,770
                                                   ========        ========        ========        =======       ========
</TABLE>



                                       14
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

INTRODUCTION

    EDO Corporation (the "Company") designs and manufactures a diverse range of
products with core competencies in critical defense areas. We are a leading
supplier of sophisticated, highly engineered products and systems for defense,
aerospace and intelligence applications. We believe our advanced systems are
mission-critical on a wide range of military programs and are at the core of
transforming defense capabilities. We have two reporting segments: Engineered
Systems and Services and Electronic Systems and Communications. Our Engineered
Systems and Services segment comprises aircraft armament systems, integrated
composite structures, undersea warfare sonar systems, and professional
engineering services. Our Electronic Systems and Communications segment provides
highly-engineered electronic systems and equipment including electronic warfare
systems, reconnaissance and surveillance systems, and command, control,
communications, and computers (C4) products and systems. The Company has a
disciplined acquisition program which is diversifying its base of major
platforms and customers.

    The Company's Annual Report on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K and all amendments to those reports, and the Proxy
Statement for its Annual Meeting of Shareholders are made available, free of
charge, on its Web site www.edocorp.com, as soon as reasonably practicable after
such reports have been filed with or furnished to the Securities and Exchange
Commission.

DISCUSSION OF CRITICAL ACCOUNTING POLICIES

    We make estimates and assumptions in the preparation of our consolidated
financial statements in conformity with accounting principles generally accepted
in the United States. Actual results could differ significantly from those
estimates under different assumptions and conditions. We believe that the
following discussion addresses our critical accounting policies, which are those
that are most important to the portrayal of our consolidated financial condition
and results of operations and which require our most difficult and subjective
judgments, often as a result of the need to make estimates about the effect of
matters that are inherently uncertain. The following is a brief discussion of
the critical accounting policies employed by us:

REVENUE RECOGNITION

    Sales under long-term, fixed-price contracts, including pro-rata profits,
are generally recorded based on the relationship of costs incurred to date to
total projected final costs or, alternatively, as deliveries and other
milestones are achieved or services are provided. These projections are revised
throughout the lives of the contracts. Adjustments to profits resulting from
such revisions are made cumulative to the date of change and may affect current
period earnings. Sales on other than long-term contract orders (principally
commercial products) are recorded as shipments are made. Our gross profit is
affected by a variety of factors, including the mix of products, systems and
services sold, production efficiencies, price competition and general economic
conditions. Estimated losses on long-term contracts are recorded when
identified.

INVENTORIES

    Inventories under long-term contracts and programs reflect all accumulated
production costs, including factory overhead, initial tooling and other related
costs (including general and administrative expenses relating to certain of our
defense contracts), less the portion of such costs charged to cost of sales. All
other inventories are stated at the lower of cost (principally first-in,
first-out method) or market. Inventory costs in excess of amounts recoverable
under contracts and which relate to a specific technology or application and
which may not have alternative uses are charged to cost of sales when such
circumstances are identified.

    From time to time, we manufacture certain products prior to receiving firm
contracts in anticipation of future demand. Such costs are inventoried and are
incurred to help maintain stable and efficient production schedules.

    Several factors may influence the sale and use of our inventories, including
our decision to exit a product line, technological change, new product
development and/or revised estimates of future product demand. If inventory is
determined to be overvalued due to one or more of the above factors, we would be
required to recognize such loss in value at the time of such determination.

    Under the contractual arrangements by which progress payments are received,
the United States Government has a title to or a security interest in the
inventories identified with related contracts.

PROPERTY, PLANT AND EQUIPMENT AND OTHER LONG-LIVED ASSETS

    Property, plant and equipment is recorded at cost and is depreciated on a
straight-line basis over the estimated useful lives of such assets. Leasehold
improvements are amortized over the shorter of their estimated useful lives or
their respective lease periods.

    In those cases where we determine that the useful life of property, plant
and equipment should be shortened, we depreciate the net book value in excess of
salvage value over its revised remaining useful life thereby increasing
depreciation expense. Factors such as technological advances, changes to our
business model, changes in our capital strategy, changes in the planned use of
equipment,



                                       15
<PAGE>

fixtures, software or changes in the planned use of facilities could result in
shortened useful lives. Long-lived assets, other than goodwill, are reviewed by
us for impairment whenever events or changes in circumstances indicate that the
carrying amount of any such asset may not be recoverable. The estimate of cash
flow, which is used to determine recoverability, is based upon, among other
things, certain assumptions about future operating performance.

     Our estimates of undiscounted cash flow may differ from actual cash flow
due to such factors including technological advances, changes to our business
model, or changes in our capital strategy or planned use of long-lived assets.
If the sum of the undiscounted cash flows, excluding interest, is less than the
carrying value, we would recognize an impairment loss, measured as the amount by
which the carrying value exceeds the fair value of the asset.

    In accordance with SFAS No. 142, goodwill must be tested at least annually
for impairment at the reporting unit level. If an indication of impairment
exists, we are required to determine if such goodwill's implied fair value is
less than the unit carrying value in order to determine the amount, if any, of
the impairment loss required to be recorded. Impairment indicators include,
among other conditions, cash flow deficits, an historic or anticipated decline
in revenue or operating profits, adverse legal or regulatory developments,
accumulation of costs significantly in excess of amounts originally expected to
acquire the asset and/or a material decrease in the fair value of some or all of
the assets.

    To determine the fair value of our reporting units, we generally use a
present value technique (discounted cash flow) corroborated by market multiples
when available and as appropriate, for all of the reporting units. The
discounted cash flow method measures intrinsic value by reference to an
enterprise's or an asset's expected annual free cash flows. We applied what we
believe to be the most appropriate valuation methodology for each of the
reporting units. If we had established different reporting units or utilized
different valuation methodologies, the impairment test results could differ.

PENSION AND POST-RETIREMENT BENEFIT OBLIGATIONS

    We sponsor defined benefit pension and other retirement plans in various
forms covering all eligible employees. Several statistical and other factors
which attempt to anticipate future events are used in calculating the expense
and liability related to the plans. These factors include assumptions about the
discount rate and expected return on plan assets within certain guidelines and
in conjunction with our actuarial consultants. In addition, our actuarial
consultants also use subjective factors such as withdrawal and mortality rates
to estimate the expense and liability related to these plans. The actuarial
assumptions used by us may differ significantly, either favorably or
unfavorably, from actual results due to changing market, economic or regulatory
conditions, higher or lower withdrawal rates or longer or shorter life spans of
participants.

We used the building block approach to the estimation of the long-term rate of
return on assets. Under this approach, we reviewed the publicly available common
source data for the range of returns on basic types of equity and fixed income
instruments and the differential to those rates provided by active investment
management. In consultation with our actuarial and active asset management
consultants and taking into account the funds' actual performance and expected
asset allocation going forward, we selected an overall return rate within the
resulting range.

RESULTS OF OPERATIONS

   The following information should be read in conjunction with the Consolidated
Financial Statements as of March 25, 2006.

THREE MONTHS ENDED MARCH 25, 2006 COMPARED WITH THREE MONTHS ENDED
MARCH 26, 2005

    Net sales by segment were as follows:

<TABLE>
<CAPTION>
                                                                                 THREE MONTHS ENDED          INCREASE/(DECREASE)
                                                                               MARCH 25,     MARCH 26,             FROM
                         SEGMENT                                                 2006           2005            PRIOR PERIOD
                         -------                                             --------        ----------         ------------
                                                                                  (IN THOUSANDS)
<S>                                                                          <C>            <C>              <C>
                         Engineered Systems and Services..........              59,266         51,023               16.2%
                         Electronic Systems and Communications....              60,443         65,485               (7.7%)
                                                                              --------       --------               -----
                         Total....................................            $119,709       $116,508                2.7%
                                                                              ========       ========               -----
</TABLE>



    In the Engineered Systems and Services segment, the increase in sales was
attributable to sales of aircraft armament systems due to progress made on the
F-22 missile launcher program and other programs. In addition, there were
increases in sales of integrated composite structures, due in part to the sales
contributed by Fiber Innovations which was acquired in the third quarter of
2005.

    In the Electronic Systems and Communications segment, the decrease in sales
was attributable to lower sales of reconnaissance and surveillance systems due
to timing of milestone achievements on various programs in this year's first
quarter compared to last year's first quarter. In addition, sales of electronic
force protection systems were lower in the three months ended March 25, 2006



                                       16
<PAGE>

compared to the three months ended March 26, 2005 attributable to a delay in
commencing production due to extended testing requirements in the development
phase. This decrease was partially offset by sales contributed by EVI and
NexGen, which were acquired in the second and fourth quarter of 2005,
respectively.

    Operating (loss) earnings by segment were as follows:

<TABLE>
<CAPTION>
                                                                              THREE MONTHS ENDED
                                                                            MARCH 25,      MARCH 26,
                         SEGMENT                                              2006           2005
                         -------                                              ----           ----
                                                                                (IN THOUSANDS)
<S>                                                                        <C>            <C>
                         Engineered Systems and Services.........              1,628         $ 3,768
                         Electronic Systems and Communications...             (1,727)          2,980
                                                                             -------         -------
                         Total...................................            $   (99)        $ 6,748
                                                                             =======         =======
</TABLE>

    For the three months ended March 25, 2006, we had an operating loss of $0.1
    million compared to operating earnings for the three months ended March 26,
    2005 of $6.7 million or 5.8% of net sales.

    Items of note affecting operating earnings are summarized here to help
clarify the comparison of results.

<TABLE>
<CAPTION>
                                                                             THREE MONTHS ENDED
                                                                           MARCH 25,       MARCH 26,
                                                                             2006            2005
                                                                             ----            ----
                                                                                (IN THOUSANDS)
<S>                                                                       <C>              <C>
               Pension........................................              $1,194           $1,070
               ESOP compensation expense......................              $1,186           $1,314
               Intangible asset amortization..................              $1,614           $1,310
               Stock-Based Compensation Expense re: options...              $  865           $   --
                                                                            ------           ------
                                                                            $4,859           $3,694
                                                                            ======           ======
</TABLE>

    The Engineered Systems and Services segment's operating earnings for the
three months ended March 25, 2006 were $1.6 million or 2.7% of this segment's
net sales compared to operating earnings of $3.8 million or 7.4% of this
segment's net sales for the three months ended March 26, 2005. This decrease is
due to a provision for an estimated settlement of a lawsuit and related legal
costs and the mix of programs that comprised sales.

    In the Electronic Systems and Communications segment, we had an operating
loss of $1.7 million or 2.9% of net sales for the three months ended March 25,
2006 compared to operating earnings of $3.0 million or 4.6% of net sales for the
three months ended March 26, 2005. The decrease is attributable to the
aforementioned lower sales volume of reconnaissance and surveillance systems and
electronic force protection systems. There was also cost growth of $1.4 million
on an interference cancellation program which was offset by the release of a
reserve of $0.7 million on a completed electronic force protection systems
program and the release of a reserve of $0.6 million which had been held for
fulfillment of contractual offset commitments that have now been satisfied.
Furthermore, we provided for estimated liabilities and legal costs incurred in
connection with a contract dispute.

    Legal costs, estimated settlements and estimated liabilities for the legal
matters referred to in the two immediately preceding paragraphs had an adverse
effect on the results of operations for the three months ended March 25, 2006 of
approximately $2.7 million.

    Selling, general and administrative expenses for the three months ended
March 25, 2006 were $25.4 million or 21.2% of net sales compared to $20.3
million or 17.4% of net sales for the comparable prior year period ended March
26, 2005. The increase is attributable to the three acquisitions made in 2005,
the aforementioned legal matters and the effect of the implementation of
Financial Accounting Standards Board Statement No. 123(R), Accounting for
Stock-Based Compensation, (FAS 123(R)). In addition, there were some continued
start-up costs for an undersea warfare operation in Panama City, Florida.
Intangible asset amortization also increased slightly due to the acquisitions of
EVI and Fiber Innovations made in 2005. We expect to complete the allocation of
the purchase price of NexGen in the second quarter, at which time we will
recognize additional intangible asset amortization expense.


    With respect to FAS 123(R), the remaining compensation cost in 2006 related
to non-vested stock options is less than $0.1 million. Prior to adoption of
FAS 123(R) as of January 1, 2006, we accounted for our stock-based compensation
plans in accordance with Accounting Principles Board (APB) Opinion No. 25,
"Accounting for Stock Issued to Employees" and related interpretations. Under
APB No. 25, because the exercise price of the Company's stock options is set
equal to the market price of the underlying stock on the date of grant, no
compensation expense was recognized and pro-forma disclosure information was
provided. In 2006, we only issued



                                       17
<PAGE>

options to Directors, which when issued were 100% vested and therefore accounted
for most of the $0.9 million of expense recorded in the first quarter.

    Research and development expense for the three months ended March 25, 2006
decreased to $3.2 million or 2.7% of net sales from $4.4 million or 3.8% of net
sales for the three months ended March 26, 2005, during which there was higher
than usual spending on electronic force protection and aircraft armament
systems.

    Interest expense, net of interest income, for the three months ended March
25, 2006 decreased to $1.4 million from $1.7 million to the three months ended
March 26, 2005 due to a higher average cash balance for the first three months
of 2006 compared to 2005. Interest expense for the three months ended March 25,
2006 is associated primarily with our 4.0% Convertible Subordinated Notes
("Notes") due 2025 and issued in November 2005. Also, included in interest
expense is the amortization of deferred debt issuance costs associated with the
offering of the Notes and amortization of deferred financing costs associated
with our credit facility.

     The income tax benefit for the three months ended March 25, 2006 reflects
an estimated annual effective tax rate of 43% compared with 42% for the three
months ended March 26, 2005.

    For the three months ended March 25, 2006, we incurred a net loss of $0.9
million or $0.05 per common share on 18.0 million shares. Since there was a net
loss, the basic and diluted results are the same. For the three months ended
March 26, 2005, net earnings were $2.9 million or $0.16 per diluted common share
on 18.2 million diluted shares.

LIQUIDITY AND CAPITAL RESOURCES

BALANCE SHEET

    Cash and cash equivalents increased 8.1% to $117.5 million at March 25, 2006
from $108.7 million at December 31, 2005. This increase was due primarily to
cash provided by operations of $14.0 million. This was partially offset by $5.0
million used for capital expenditures and $0.6 million for the payment of common
share dividends.

    Accounts receivable decreased 11.2% to $168.0 million at March 25, 2006 from
$189.2 million at December 31, 2005 due to collections of billed receivables. At
March 25, 2006 approximately 74% of billed receivables are in the under-60 days
aging category.

    Inventories increased 25.6% to $71.0 million at March 25, 2006 from $56.6
million at December 31, 2005 due primarily to the work-in-progress on several
programs and the delays in milestone achievements which would have generated
sales and reduced inventories.

    The note receivable of $7.0 million at March 25, 2006 relates to the sale of
our facility in Deer Park in 2003. The Deer Park facility note was due on
October 9, 2005 or the date EDO achieves "Material Closure" defined as the
investigation, assessment and remediation of an Environmental Condition
sufficient to not cause any material interference with the Buyer's ability to
develop, construct, finance or lease the Premises. We believe that this note
is currently due, but it has not yet been collected; however, we see no reason
to change its current classification.

    In the three months ended March 25, 2006, capital expenditures were $5.0
million. This compares to $6.5 million for the three months ended March 26,
2005. In the first quarter of 2005, the higher expenditures were attributable to
new facility capital for our Antenna Products business unit which was relocated
to a new leased facility, as well as expansion and upgrades at several other
facilities.

FINANCING ACTIVITIES

Credit Facility

    In November 2005, we entered into a $300 million credit facility which
replaced our expiring $200 million credit facility. The new credit facility is a
five-year facility with a consortium of banks, led by Citibank, N.A. as the
administrative agent, Bank of America as the syndication agent and Wachovia
Bank, N.A. as the documentation agent. The facility expires in November 2010.

    The Credit Agreement provides for a revolving credit facility in an
aggregate amount equal to $300 million which includes a swing loan facility with
a sublimit of $20 million and a letter of credit facility with a sublimit of
$100 million. The potential cash borrowing under the facility is reduced by the
amount of outstanding letters of credit. The Company has the option to select
Base Rate or Eurodollar Rate loans under the terms of the Credit Agreement. Any
borrowings under the facility would be priced initially at LIBOR plus a
predetermined amount depending on our consolidated leverage ratio at the time of
the borrowing. At March 25, 2006, LIBOR was approximately 4.82% and the
applicable adjustment to LIBOR was 1.5%. The facility requires us to pay each
lender in the consortium a commitment fee on the average daily unused portion of
their respective commitment at a rate equal to 0.25%.



                                       18
<PAGE>

    There were no direct borrowings outstanding under the credit facility at
March 25, 2006 nor at December 31, 2005. Letters of credit outstanding at March
25, 2006 pertaining to the credit facility were $42.3 million, resulting in
$257.7 million available for borrowings.

    In connection with the credit facility, the Company is required to maintain
both financial and non-financial covenants and ratios, including, but not
limited to, leverage ratio, fixed charge coverage ratio, and senior secured
leverage ratio. As of March 25, 2006, the Company was in compliance with its
covenants. The credit facility is secured by the Company's accounts receivable,
inventory and machinery and equipment.

4.0% Convertible Subordinated Notes due 2025 ("4.0% Notes")

    In November 2005, we completed the offering of $201.2 million principal of
4.0% Notes and received proceeds of $195.7 million, net of $5.5 million of
commissions. Interest payments are due May 15 and November 15 of each year
commencing on May 15, 2006. Accrued interest payable was $2.9 million at March
25, 2006. The Notes are convertible, unless previously redeemed or repurchased
by the Company, at the option of the holder at any time prior to maturity, into
the Company's common stock at an initial conversion price of $34.19 per share,
subject to adjustment in certain events. As of March 25, 2006, there had been no
such conversions.

Shelf Registration

    At March 25, 2006, our remaining capacity under the universal shelf
registration statement that became effective in January 2004, was approximately
$298.8 million.

    We believe that, for the foreseeable future, we have adequate liquidity and
sufficient capital to fund our currently anticipated requirements for working
capital, capital expenditures, including acquisitions, research and development
expenditures, interest payments and funding of our pension and post-retirement
benefit obligations. We continue to focus on positioning ourselves to be a
significant player in the consolidation of first-tier defense suppliers and, to
that end, actively seek candidates for strategic acquisitions. Future
acquisitions may be funded from any of the following sources: cash on hand;
borrowings under our credit facility; issuance of our common stock or other
equity securities; and/or convertible or other debt offerings.

COMMITMENTS AND CONTINGENCIES

    In order to aggregate all commitments and contractual obligations as of
March 25, 2006, we have included the following table. We are obligated under
building and equipment leases expiring between 2006 and 2019. The aggregate
future minimum lease commitments under those obligations with noncancellable
terms in excess of one year are shown below. Our commitments under letters of
credit and advance payment and performance bonds relate primarily to advances
received on foreign contracts should we fail to perform in accordance with the
contract terms. We do not expect to have to make payments under these letters of
credits or bonds since these obligations are removed as we perform under the
related contracts. The amounts for letters of credit and performance bonds
represent the amount of commitment expiration per period.


<TABLE>
<CAPTION>
                                                                              PAYMENTS DUE IN (IN MILLIONS):
                                                                              ------------------------------
                                                                                                                       2011 AND
COMMITMENTS AND CONTRACTUAL OBLIGATIONS:       TOTAL        2006        2007         2008       2009         2010        BEYOND
----------------------------------------       -----        ----        ----         ----       ----         ----        ------
<S>                                           <C>          <C>         <C>         <C>         <C>         <C>          <C>
Note payable..............................    $    7.0     $   2.0     $   2.0     $   3.0     $    --     $     --     $     --

4.0% Convertible Subordinated Notes due
  2025 (1)................................    $  201.2          --          --          --          --           --     $  201.2

Operating leases..........................    $  134.5        12.6        16.1        15.6        15.5         14.3         60.4

Letters of credit.........................    $   42.3        12.6        19.0          --        10.2           --          0.5

Projected pension contributions...........    $   23.0         6.0         6.0         6.0         5.0           --           --

Advance payment and performance bonds.....    $    1.9         0.2          --          --         1.7           --           --
                                              --------     -------     -------       -----     -------     --------     --------

Total                                         $  409.9     $  33.4     $  43.1       $24.6     $  32.4     $   14.3     $  262.1
                                              ========     =======     =======       =====     =======     ========     ========
</TABLE>

(1) Excludes interest

    Actual pension contributions may differ from amounts presented above and are
contingent on cash flow and liquidity.

    Additionally, we are subject to certain legal actions that arise out of the
normal course of business. It is our belief that the ultimate outcome of these
actions are unlikely to have a material adverse effect on our consolidated
financial position, results of operations or


                                       19
<PAGE>

liquidity. However, certain legal matters did have a material adverse effect on
results of operations for this quarter as noted above under Results of
Operations.

CONCENTRATION OF SALES

    We conduct a significant amount of our business with the United States
Government. Although there are currently no indications of a significant change
in the status of government funding of certain programs, should this occur, our
results of operations, financial position and liquidity could be materially
affected. Such a change could have a significant impact on our profitability and
our stock price. This could also affect our ability to acquire funds from our
credit facility due to covenant restrictions or from other sources.

BACKLOG

    The funded backlog of unfilled orders at March 25, 2006 increased to $585.5
million from $558.7 million at December 31, 2005. Our backlog consists primarily
of current orders under long-lived, mission-critical programs of key defense
platforms.

"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995

    The statements in this Quarterly Report and in oral statements that may be
made by representatives of the Company relating to plans, strategies, economic
performance and trends and other statements that are not descriptions of
historical facts may be forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, Section 27(a) of the
Securities Act of 1933 and Section 21(e) of the Securities Exchange Act of 1934.
Forward looking statements are inherently subject to risks and uncertainties,
and actual results could differ materially from those currently anticipated due
to a number of factors, which include, but are not limited to the following for
each of the types of information noted below.

    U.S. and international military program sales, follow on procurement,
contract continuance, and future program awards, upgrades and spares support are
subject to: U.S. and international military budget constraints and
determinations; U.S. congressional and international legislative body
discretion; U.S. and international government administration policies and
priorities; changing world military threats, strategies and missions;
competition from foreign manufacturers of platforms and equipment; NATO country
determinations regarding participation in common programs; changes in U.S. and
international government procurement timing, strategies and practices, the
general state of world military readiness and deployment; and the ability to
obtain export licenses.

    Commercial satellite programs and equipment sales, follow-on procurement,
contract continuance and future program awards, upgrades and spares support are
subject to: establishment and continuance of various consortiums for satellite
constellation programs; delay in launch dates due to equipment, weather or other
factors beyond our control; and development of sufficient customer base to
support a particular satellite constellation program.

    Commercial product sales are subject to: success of product development
programs currently underway or planned; competitiveness of current and future
production costs and prices and market and consumer base development of new
product programs.

    Achievement of margins on sales, earnings, cash flow, adequate liquidity
and sufficient capital can be affected by: unanticipated technical problems;
government termination of contracts for convenience; decline in expected levels
of sales; underestimation of anticipated costs on specific programs; the ability
to effect acquisitions; and risks inherent in integrating recent acquisitions
into our overall structure.

    Expectations of future income tax rates can be affected by a variety of
factors, including statutory changes in Federal and state tax rates,
nondeductibility of goodwill amortization and IPR&D acquired in a stock purchase
business combination and the nondeductibility of our noncash ESOP compensation
expense.

The Company has no obligation to update any forward-looking statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS

      For quantitative and qualitative disclosures about market risk, see Item
7A, "Quantitative and Qualitative Disclosures About Market Risk," of our annual
report on Form 10-K for the year ended December 31, 2005.

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES



                                       20
<PAGE>

    As of the end of the period covered by this Quarterly Report on Form 10-Q
the Company carried out an evaluation, under the supervision and with the
participation of the Company's senior management, including the Chief Executive
Officer and the Chief Financial Officer, as well the audit committee of the
Board of Directors, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures.

    The Company's conclusion on the effectiveness of internal control over
financial reporting did not include the internal controls of the Nexgen
Communications LLC, Fiber Innovations, Inc. and EVI Technology, LLC, (the "2005
acquisitions").

    Based on their evaluation, the Chief Executive Officer and the Chief
Financial Officer of the Company have concluded that the Company's disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934) are effective to ensure that the information
required to be disclosed by the Company in the reports that it files or submits
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in SEC rules and forms.

CHANGES IN INTERNAL CONTROLS

    There were no changes in EDO's internal controls over financial reporting
during EDO's last fiscal quarter that have materially affected, or are likely to
materially affect internal controls over financial reporting.






                          PART II -- OTHER INFORMATION

ITEM 1A.  RISK FACTORS

    The risk factor under the heading "The unsuccessful integration of a
business or business segment we acquire could have a material adverse effect on
our operating results." should be reworded as follows: One of our key strategies
is to pursue selective acquisitions. We review and actively pursue possible
acquisitions on a continuous basis. Our acquisition strategy may require
additional debt or equity financing, resulting in additional leverage or
dilution of ownership. We cannot assure you that any future acquisition will be
consummated, or that if consummated, we will be able to integrate such
acquisition successfully without a material adverse effect on our financial
condition or results of operations. Moreover, any acquisition could involve
other risks, including:

    -   diversion of management's attention from existing operations;

    -   potential loss of key employees or customers of acquired companies; and

    -     exposure to unforeseen liabilities of acquired companies.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS

10.1*   Amendment No. 1, dated March 6, 2006, to the Credit Agreement dated as
        of November 4, 2005.

10.2*   Amendment No. 2, dated April 24, 2006, to the Credit Agreement dated as
        of November 4, 2005.

10.3*   Retainer agreement between EDO UK LTD and Robert Walmsley dated April 1,
        2006.

31.1*   Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
        and 15d-14(a) of the Securities Exchange Act of 1934, as adopted
        pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*   Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and
        15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to
        Section 302 of the Sarbanes-Oxley Act of 2002.

32*     Certification of Chief Executive Officer and Chief Financial Officer
        Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the
        Sarbanes-Oxley Act of 2002.

* Filed herewith.




                                       21
<PAGE>

(b) REPORTS ON FORM 8-K

              The following report on Form 8-K was filed during the three months
ended March 25, 2006:

<TABLE>
<CAPTION>
                    DATE OF REPORT                                         ITEMS REPORTED
            -------------------------------      --------------------------------------------------------------------
<S>                                            <C>
                  February 1, 2006               Officers' Change in Control Agreements were extended on January
                                                 27, 2006 to December 31, 2006.
                  February 23, 2006              Earnings release dated February 23, 2006, announcing financial results for the
                                                 quarter and year ended December 31, 2005.
</TABLE>




                                   SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, its principal financial officer, thereunto duly authorized.

                                             EDO CORPORATION (Registrant)


                                             By:   /s/ FREDERIC B. BASSETT
                                                   -----------------------
Dated: April 27, 2006                                 Frederic B. Bassett
                                             Vice President Finance, Treasurer
                                             and Chief Financial Officer








                                       22