UNITED STATESSECURITIES AND EXCHANGE
COMMISSIONWASHINGTON, D.C.  20549

_________________

# FORM 10-Q

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

For the quarterly period ended
January 28, 2005

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  1-6357

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

|Delaware                                                      | 13-2595091                         
|------------------------------------------------------------- | -----------------------------------
|(State or other Jurisdictionof incorporation or organization) | (I.R.S. EmployerIdentification No.)

500 108th
Avenue N.E., Bellevue, Washington 98004(Address of principal
executive offices)(Zip Code)

Registrants
telephone number, including area code 425/453-9400

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       
No   X

Indicate by check mark whether the
registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes   X    
No

As of March 4, 2005,
25,088,107 shares of the issuers common stock were outstanding.



---

# PART I  FINANCIAL
INFORMATION

# Item 1.     Financial Statements

ESTERLINE TECHNOLOGIES CORPORATIONCONSOLIDATED BALANCE
SHEETAs of January 28, 2005 and October 29, 2004(In thousands, except
share amounts)

|                                        | January 28,
2005 |  | October 29,
2004 |          
|--------------------------------------- | ---------------- |  | ---------------- | ---------
|
|Current Assets                          |                  |  |                  |          
|Cash and cash equivalents               |                  |  | $                | 153,312  
|Cash in escrow                          |                  |  |                  | 13,570   
|Short-term investments                  |                  |  |                  | 8,820    
|Accounts receivable, net of allowances  |                  | 
|of $3,881 and $2,669                    |                  |  |                  | 119,615  
|Inventories                             |                  | 
|Raw materials and purchased parts       |                  |  |                  | 64,390   
|Work in process                         |                  |  |                  | 43,817   
|Finished goods                          |                  |  |                  | 17,988   
|                                        |                  |  |                  |          
|                                        |                  |  |                  | 126,195  
|                                        |                  |  |                  |          
|Deferred income tax benefits            |                  |  |                  | 21,364   
|Prepaid expenses                        |                  |  |                  | 8,416    
|Other current assets                    |                  |  |                  | 288      
|                                        |                  |  |                  |          
|Total Current Assets                    |                  |  |                  | 451,580  
|                                        |                  |  |                  |          
|Property, Plant and Equipment           |                  |  |                  | 271,479  
|Accumulated depreciation                |                  |  |                  | 130,584  
|                                        |                  |  |                  |          
|                                        |                  |  |                  | 140,895  
|                                        |                  |  |                  |          
|Other Non-Current Assets                |                  | 
|Goodwill                                |                  |  |                  | 245,860  
|Intangibles, net                        |                  |  |                  | 169,360  
|Debt issuance costs, net of accumulated |                  | 
|amortization of $1,096 and $928         |                  |  |                  | 5,650    
|Deferred income tax benefits            |                  |  |                  | 10,601   
|Other assets                            |                  |  |                  | 27,857   
|                                        |                  |  |                  |          
|                                        |                  |  | $                | 1,051,803
|                                        |                  |  |                  |          

-2-

---

ESTERLINE TECHNOLOGIES CORPORATIONCONSOLIDATED BALANCE
SHEETAs of
January 28, 2005 and October 29, 2004(In thousands, except
share amounts)

|                                             | January 28,
2005 |  | October 29,
2004 |          
|-------------------------------------------- | ---------------- |  | ---------------- | ---------
|
|Current Liabilities                          |                  |  |                  |          
|Accounts payable                             |                  |  | $                | 39,970   
|Accrued liabilities                          |                  |  |                  | 87,394   
|Credit facilities                            |                  |  |                  | 3,871    
|Current maturities of long-term debt         |                  |  |                  | 30,984   
|Federal and foreign income taxes             |                  |  |                  | 7,096    
|                                             |                  |  |                  |          
|Total Current Liabilities                    |                  |  |                  | 169,315  
|                                             |                  |  |                  |          
|Long-Term Liabilities                        |                  | 
|Long-term debt, net of current maturities    |                  |  |                  | 218,709  
|Deferred income taxes                        |                  |  |                  | 45,307   
|Other liabilities                            |                  |  |                  | 25,607   
|                                             |                  |  |                  |          
|Commitments and Contingencies                |                  |  |                  |         
|                                             |                  |  |                  |          
|Minority Interest                            |                  |  |                  | 2,391    
|                                             |                  |  |                  |          
|Shareholders Equity                         |                  | 
|Common stock, par value $.20 per share,      |                  | 
|authorized 60,000,000 shares, issued and     |                  | 
|outstanding 25,073,811 and 21,319,698 shares |                  |  |                  | 5,015    
|Additional paid-in capital                   |                  |  |                  | 229,582  
|Retained earnings                            |                  |  |                  | 326,323  
|Accumulated other comprehensive income       |                  |  |                  | 29,554   
|                                             |                  |  |                  |          
|Total Shareholders Equity                   |                  |  |                  | 590,474  
|                                             |                  |  |                  |          
|                                             |                  |  | $                | 1,051,803
|                                             |                  |  |                  |          

-3-

---

ESTERLINE TECHNOLOGIES
CORPORATIONCONSOLIDATED STATEMENT OF OPERATIONSFor the Three Month Periods Ended January 28, 2005 and
January 30, 2004(Unaudited)(In thousands, except
per share amounts)

|                                                             | Three Months Ended | 
|------------------------------------------------------------ | ------------------ | 
|
|                                                             |                    | 
|Net Sales                                                    |                    | 
|Cost of Sales                                                |                    | 
|                                                             |                    | 
|                                                             |                    | 
|Expenses                                                     |                    | 
|Selling, general & administrative                            |                    | 
|Research, development & engineering                          |                    | 
|                                                             |                    | 
|Total Expenses                                               |                    | 
|                                                             |                    | 
|Operating Earnings From Continuing Operations                |                    | 
|                                                             |                    | 
|Other (income) expense                                       |                    | 
|Interest income                                              |                    | 
|Interest expense                                             |                    | 
|                                                             |                    | 
|Other Expense, Net                                           |                    | 
|                                                             |                    | 
|Income (Loss) From Continuing Operations Before Income Taxes |                    | 
|Income Tax Expense (Benefit)                                 |                    | 
|                                                             |                    | 
|Income From Continuing Operations                            |                    | 
|Before Minority Interest                                     |                    | 
|Minority Interest                                            |                    | 
|                                                             |                    | 
|Income From Continuing Operations                            |                    | 
|                                                             |                    | 
|Income From Discontinued Operations, Net of Tax              |                    | 
|                                                             |                    | 
|Net Earnings                                                 |                    | 
|                                                             |                    | 
|Earnings Per Share  Basic:                                  |                    | 
|Continuing operations                                        |                    | 
|Discontinued operations                                      |                    | 
|                                                             |                    | 
|Earnings per share  basic                                   |                    | 
|                                                             |                    | 
|Earnings Per Share  Diluted:                                |                    | 
|Continuing operations                                        |                    | 
|Discontinued operations                                      |                    | 
|                                                             |                    | 
|Earnings per share  diluted                                 |                    | 
|                                                             |                    | 

-4-

---

ESTERLINE TECHNOLOGIES
CORPORATIONCONSOLIDATED STATEMENT OF CASH FLOWSFor the Three Month Periods Ended January 28, 2005 and
January 30, 2004(Unaudited)(In thousands)

|                                                       | Three Months Ended | 
|------------------------------------------------------ | ------------------ | 
|
|Cash Flows Provided (Used) by Operating Activities     |                    | 
|Net earnings                                           |                    | 
|Minority interest                                      |                    | 
|Depreciation and amortization                          |                    | 
|Deferred income taxes                                  |                    | 
|Gain on sale of land                                   |                    | 
|Gain on sale of discontinued operation                 |                    | 
|Working capital changes, net of effect of acquisitions |                    | 
|Accounts receivable                                    |                    | 
|Inventories                                            |                    | 
|Prepaid expense                                        |                    | 
|Accounts payable                                       |                    | 
|Accrued liabilities                                    |                    | 
|Federal and foreign income taxes                       |                    | 
|Other liabilities                                      |                    | 
|Other, net                                             |                    | 
|                                                       |                    | 
|                                                       |                    | 
|                                                       |                    | 
|Cash Flows Provided (Used) by Investing Activities     |                    | 
|Purchases of capital assets                            |                    | 
|Proceeds from sale of land                             |                    | 
|Proceeds from sale of discontinued operation           |                    | 
|Escrow deposit                                         |                    | 
|Capital dispositions                                   |                    | 
|Purchase of short-term investments                     |                    | 
|Sale of short-term investments                         |                    | 
|Acquisitions of businesses, net of cash acquired       |                    | 
|                                                       |                    | 
|                                                       |                    | 

-5-

---

ESTERLINE TECHNOLOGIES
CORPORATIONCONSOLIDATED STATEMENT OF CASH FLOWSFor the Three Month Periods Ended January 28, 2005 and
January 30, 2004(Unaudited)(In thousands)

|                                                     | Three Months Ended | 
|---------------------------------------------------- | ------------------ | 
|
|Cash Flows Provided (Used) by Financing Activities   |                    | 
|Proceeds provided by stock issuance under            |                    | 
|employee stock plans                                 |                    | 
|Proceeds provided by sale of common stock            |                    | 
|Debt and other issuance costs                        |                    | 
|Net change in credit facilities                      |                    | 
|Repayment of long-term obligations                   |                    | 
|                                                     |                    | 
|                                                     |                    | 
|Effect of Foreign Exchange Rates on Cash             |                    | 
|                                                     |                    | 
|Net Increase (Decrease) in Cash and Cash Equivalents |                    | 
|                                                     |                    | 
|Cash and Cash Equivalents  Beginning of Period      |                    | 
|                                                     |                    | 
|Cash and Cash Equivalents  End of Period            |                    | 
|                                                     |                    | 
|Supplemental Cash Flow Information                   |                    | 
|Cash Paid for Interest                               |                    | 
|Cash Paid for Taxes                                  |                    | 

-6-

---

ESTERLINE TECHNOLOGIES
CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the Three Month Periods Ended
January 28, 2005 and January 30, 2004

|1. | The consolidated balance sheet as of January 28, 2005, the
          consolidated statement of operations for the three month periods ended
          January 28, 2005 and January 30, 2004, and the consolidated
          statement of cash flows for the three month periods ended
          January 28, 2005 and January 30, 2004 are unaudited, but in
          the opinion of management, all of the necessary adjustments, consisting of
          normal recurring accruals, have been made to present fairly the financial
          statements referred to above in accordance with generally accepted accounting
          principles for interim financial information and with the instructions to
          Form 10-Q and Article 10 of Regulation S-X. Accordingly, the
          above statements do not include all of the footnotes required for complete
          financial statements. The results of operations and cash flows for the interim
          periods presented are not necessarily indicative of results that can be expected
          for the full year.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | The notes to the consolidated financial statements in the Companys Annual
          Report on Form 10-K for the fiscal year ended October 29, 2004
          provide a summary of significant accounting policies and additional financial
          information that should be read in conjunction with this Form 10-Q.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | The timing of the Companys revenues is impacted by the purchasing patterns
          of customers and, as a result, revenues are not generated evenly throughout the
          year. Moreover, the Companys first fiscal quarter, November through
          January, includes significant holiday vacation periods in both Europe and North
          America.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | Basic earnings per share is computed on the basis of the weighted average number
          of shares outstanding during the year. Diluted earnings per share includes the
          dilutive effect of stock options. The weighted average number of shares
          outstanding used to compute basic earnings per share was 24,034,000 and
          21,099,000 for the first fiscal quarter in 2005 and 2004, respectively. The
          weighted average number of shares outstanding used to compute diluted earnings
          per share was 24,421,000 and 21,436,000 for the first fiscal quarter in 2005 and
          2004, respectively.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | In December 2004, the Financial Accounting Standards Board issued Statement of
          Financial Accounting Standards No. 123R, Share-Based Payment (Statement No. 123R),
          which is effective for public companies for interim or annual periods beginning
          after June 15, 2005. This statement will have a significant impact on
          the Companys consolidated statements of operations, as the Company will be
          required to expense the fair value of its stock option grants and stock
          purchases under its employee stock purchase plan rather than disclose the impact
          on the consolidated net income within the footnotes as is the Companys
          current practice. Management intends to comply with the standard upon its
          effectiveness. The impact of adoption cannot be predicted at this time because it
          will depend on levels of share-based payments granted in the future. However, had we
          adopted Statement No. 123R in prior
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-7-

---

| | periods, the impact of that standard would
          have approximated the impact of Statement 123 as described in the disclosure of
          pro forma net income and earnings per share under Note 9.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|6. | The
Companys comprehensive income is as follows:
|-- | -------------------------------------------------

| | (In thousands)
| | --------------

| |  | Three Months Ended |                                                          
| |  | ------------------ | ---------------------------------------------------------
|
| |  |                    | Net Earnings                                             
| |  |                    | Change in Fair Value of Derivative Financial Instruments,
| |  |                    | Net of Tax                                               
| |  |                    | Foreign Currency Translation Adjustment                  
| |  |                    |                                                          
| |  |                    | Comprehensive Income                                     
| |  |                    |                                                          

|7. | On January 28, 2005, the Company completed the sale of the outstanding
          stock of its wholly owned subsidiary Fluid Regulators Corporation (Fluid
          Regulators), which was included in the Companys Sensors & Systems
          segment, for approximately $23.7 million. As a result of the sale, the
          Company recorded a gain of $7.2 million, net of tax of $2.5 million in
          the first fiscal quarter of 2005. Sales and net earnings were $3.4 million
          and $0.2 million, respectively, during the first fiscal quarter of 2005 and
          $3.1 million and $0.3 million, respectively, during the first fiscal
          quarter of 2004.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On July 25, 2002,
the Board of Directors adopted a formal plan for the sale of the assets and operations of
its Automation segment. On July 23, 2003, the Company sold the assets of its
Excellon Automation subsidiary. On August 31, 2004, the Company sold the stock
of W. A. Whitney for $10.0 million in cash. Upon the final disposition of its
discontinued Automation operations in the fourth fiscal quarter of 2004, the Company
recorded an $8.0 million gain, net of $4.5 million in tax, including the
reversal of estimated reserves which were recognizable upon sale of the business. Sales
in the Automation segment were $4.6 million for the three month period ended January 30, 2004.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Fluid Regulators
and the Automation segment are reported as discontinued operations and the consolidated
financial statements for all prior periods have been adjusted to reflect this
presentation.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|8. | The effective tax rate for the first fiscal quarter of 2005 was 27.8% compared
          with 32.5% for the prior year period. The first fiscal quarter of 2004 rate was
          before a $1.8 million reduction of previously estimated tax liabilities.
          The effective tax rate differed from the statutory rate in the first fiscal
          quarter in 2005 and 2004, as both periods benefited from various tax credits.
          The first fiscal quarter in 2005 also benefited from certain foreign interest
          expense deductions. On February 4, 2004, the Company received a Notice
          of Proposed Adjustment (NOPA) from the Internal Revenue Service covering the
          audit of research and development tax credits for fiscal years 1997 through
          1999. As a result of the NOPA and the expectation of a similar result for fiscal
          years 2000 through 2003, management revised the Companys
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-8-

---

| | estimated liability for income taxes during the first fiscal quarter of 2004. As noted
          above, the revision resulted in the $1.8 million reduction of previously
          estimated tax liabilities.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|9. | The Company follows Accounting Principles Board Opinion No. 25,
          Accounting for Stock Issued to Employees, to account for stock
          option and employee stock purchase plans, which does not require income
          statement recognition of options granted at the market price on the date of
          issuance. The following table illustrates the effect on net income and earnings
          per share as if the Company had applied the fair value recognition provisions of
          Statement of Financial Accounting Standards No. 123, Accounting for
          Stock-Based Compensation (Statement No. 123):
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (In thousands,
except per share amounts)
| | ----------------------------------------

| |  | Three Months Ended |                                                 
| |  | ------------------ | ------------------------------------------------
|
| |  |                    | Net Earnings, as reported                       
| |  |                    | Deduct:  Total stock-based employee compensation
| |  |                    | expense determined under fair value based       
| |  |                    | method for all awards, net of tax               
| |  |                    |                                                 
| |  |                    | Pro forma net earnings                          
| |  |                    |                                                 
| |  |                    |                                                 
| |  |                    | Basic earnings per share, as reported           
| |  |                    | Deduct:  Total stock-based employee compensation
| |  |                    | expense determined under fair value based       
| |  |                    | method for all awards, net of tax               
| |  |                    |                                                 
| |  |                    | Pro forma basic earnings per share              
| |  |                    |                                                 
| |  |                    |                                                 
| |  |                    | Diluted earnings per share, as reported         
| |  |                    | Deduct:  Total stock-based employee compensation
| |  |                    | expense determined under fair value based       
| |  |                    | method for all awards, net of tax               
| |  |                    |                                                 
| |  |                    | Pro forma diluted earnings per share            
| |  |                    |                                                 

-9-

---

|10. | The Companys
pension plans principally include a U.S. pension plan maintained by Esterline and U.S.
and non-U.S. plans maintained by Leach Holding Corporation. Components of periodic
pension cost consisted of the following:
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (In thousands)
| | --------------

| |  | Three Months Ended |                                        
| |  | ------------------ | ---------------------------------------
|
| |  |                    | Components of Net Periodic Pension Cost
| |  |                    | Service cost                           
| |  |                    | Interest cost                          
| |  |                    | Expected return on plan assets         
| |  |                    | Amortization of prior service cost     
| |  |                    | Amortization of actuarial loss         
| |  |                    |                                        
| |  |                    | Net Periodic Cost                      
| |  |                    |                                        

|11. | Segment
information:
|--- | --------------------

| | Business segment
information for continuing operations includes the segments of Avionics & Controls,
Sensors & Systems and Advanced Materials.
| | ----------------------------------------------------------------------------------------------------------------------------------------------

| | (In thousands)
| | --------------

| |  | Three Months Ended |                                  
| |  | ------------------ | ---------------------------------
|
| |  |                    | Sales                            
| |  |                    | Avionics & Controls              
| |  |                    | Sensors & Systems                
| |  |                    | Advanced Materials               
| |  |                    | Other                            
| |  |                    |                                  
| |  |                    | Total Sales                      
| |  |                    |                                  
| |  |                    |                                  
| |  |                    | Income from Continuing Operations
| |  |                    | Avionics & Controls              
| |  |                    | Sensors & Systems                
| |  |                    | Advanced Materials               
| |  |                    | Other                            
| |  |                    |                                  
| |  |                    | Segment Earnings                 
| |  |                    |                                  
| |  |                    | Corporate expense                
| |  |                    | Other income (expense)           
| |  |                    | Interest income                  
| |  |                    | Interest expense                 
| |  |                    |                                  
| |  |                    |                                  
| |  |                    |                                  

-10-

---

|12. | On August 27, 2004, the Company acquired all of the outstanding
          capital stock of Leach Holding Corporation (Leach), a $119 million (sales)
          manufacturer of electrical power switching control and data communication
          devices for the aerospace industry for approximately $145.0 million
          (approximately $147.0 million including acquisition costs) before an
          adjustment for the change in working capital from December 31, 2003 to
          closing, pursuant to an Agreement and Plan of Merger dated as of
          July 8, 2004. Leach also manufactures medical diagnostic, therapeutic
          and patient monitoring devices, and analytical, optical and biosensor
          instruments for medical, laboratory and industrial applications. The acquisition
          was funded with available cash and a draw on the Companys credit facility.
          The acquisition expands the Companys capabilities in providing solutions
          to its customers power distribution and diagnostic monitoring
          requirements. The aerospace business is included in the Sensors &
          Systems segment and the medical business is included in the Avionics &
          Controls segment.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On December 1, 2003,
the Company acquired all of the outstanding capital stock of AVISTA, Incorporated
(AVISTA), a $10 million in sales Wisconsin-based developer of embedded avionics
software, for approximately $6.5 million in cash. A purchase price adjustment was
paid to the seller in December 2004 and an additional amount will be paid in December
2005 contingent upon the achievement of financial results as defined in the Stock
Purchase Agreement. The December 2004 purchase price adjustment was approximately $3.3 million.
AVISTA provides a software engineering center to support the Companys customers
with such applications as primary flight displays, flight management systems, air data
computers and engine control systems. AVISTA is included in the Avionics & Controls
segment and the results of its operations were included from the effective date of the
acquisition. Revenues are largely related to fees charged for software engineering
services.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|13. | On November 24, 2004, the Company completed a public offering of
          3.7 million shares of common stock, including shares sold under the
          underwriters over-allotment option, priced at $31.25 per share, generating
          net proceeds of approximately $109 million, of which $5.0 million was
          used to pay off existing credit facilities. The funds provide additional
          financial resources for acquisitions and general corporate purposes. During the
          first fiscal quarters of 2005 and 2004, the Company issued 74,115 and 101,117
          shares, respectively, under its employee stock plans.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-11-

---

|14. | The following schedules set forth condensed consolidating financial information
          as required by Rule 3-10 of Securities and Exchange Commission
          Regulation S-X as of January 28, 2005, and
          October 29, 2004, and for the applicable periods ended
          January 28, 2005, and January 30, 2004, for
          (a) Esterline Technologies Corporation (the Parent); (b) on a combined
          basis, the subsidiary guarantors (Guarantor Subsidiaries) of the Senior
          Subordinated Notes which include Advanced Input Devices, Inc., Amtech
          Automated Manufacturing Technology, Angus Electronics Co., Armtec
          Countermeasures Co., Armtec Defense Products Co., Auxitrol Co.,
          AVISTA, Incorporated, Boyar-Schultz Corporation, BVR Technologies Co.,
          Equipment Sales Co., EA Technologies Corporation, Esterline Technologies
          Holdings Limited, H.A. Sales Co., Hauser Inc., Hytek Finishes Co.,
          Janco Corporation, Kirkhill-TA Co., Korry Electronics Co., Leach
          Holding Corporation, Leach International Corporation, Leach Technology Group,
          Inc., Mason Electric Co., MC Tech Co., Memtron Technologies Co.,
          Norwich Aero Products, Inc., Pressure Systems, Inc., Pressure Systems
          International, Inc., Surftech Finishes Co., UMM Electronics Inc., and
          (c) on a combined basis, the subsidiary non-guarantors (Non-Guarantor
          Subsidiaries), which include Auxitrol S.A., Auxitrol
          Technologies S.A., Auxitrol Asia PTE Ltd., Esterline Technologies DK
          Aps (Denmark), Esterline Technologies Ltd. (England), Esterline
          Technologies Ltd. (Hong Kong), Excellon Europa GmbH, Excellon
          France S.A.R.L., Guizhou Leach-Tianyi Aviation Electrical Company Ltd.
          (China), Leach International Asia-Pacific Ltd. (Hong Kong), Leach International
          Europe S.A. (France), Leach International Germany GmbH (Germany), Leach
          International Mexico S. de R.L. de C.V. (Mexico), Leach International U.K.
          (England), LRE Technologies Partner GmbH (Germany), Muirhead
          Aerospace Ltd., Norcroft Dynamics Ltd., Pressure Systems International
          Ltd., Weston Aero Ltd. (England), and Weston Aerospace Ltd. (England). The
          guarantor subsidiaries are direct and indirect wholly-owned subsidiaries of
          Esterline Technologies and have fully and unconditionally, jointly and
          severally, guaranteed the Senior Subordinated Notes.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-12-

---

Condensed Consolidating Balance Sheet
as of January 28, 2005.

(In thousands)

|                                 | Parent |  | Guarantor
Subsidiaries |         | Non-GuarantorSubsidiaries |   | Eliminations |  | Total |        
|-------------------------------- | ------ |  | ---------------------- | ------- | ------------------------- | - | ------------ |  | ----- | -------
|Assets                           |        |  |                        |         |                           |   |              |  |       |        
|                                 |        |  |                        |         |                           |   |              |  |       |        
|Current Assets                   |        | 
|Cash and cash equivalents        |        |  | $                      | 123,138 |                           | $ | 1,964        |  | $     | 28,210 
|Cash in escrow                   |        |  |                        | 13,570  |                           |   |             |  |       |       
|Short-term investments           |        |  |                        | 8,820   |                           |   |             |  |       |       
|Accounts receivable, net         |        |  |                        | 1,198   |                           |   | 70,906       |  |       | 47,511 
|Inventories                      |        |  |                        |        |                           |   | 80,163       |  |       | 46,032 
|Deferred income tax benefits     |        |  |                        | 38,710  |                           |   |             |  |       | (17,346
|Prepaid expenses                 |        |  |                        | 272     |                           |   | 4,240        |  |       | 3,904  
|Other current assets             |        |  |                        |        |                           |   | 288          |  |       |       
|                                
|Total Current Assets             |        |  |                        | 185,708 |                           |   | 157,561      |  |       | 108,311
|                                 |        |  |                        |         |                           |   |              |  |       |        
|Property, Plant & Equipment, Net |        |  |                        | 2,271   |                           |   | 95,904       |  |       | 42,720 
|Goodwill                         |        |  |                        |        |                           |   | 171,917      |  |       | 73,943 
|Intangibles, Net                 |        |  |                        | 141     |                           |   | 75,708       |  |       | 93,511 
|Debt Issuance Costs, Net         |        |  |                        | 5,650   |                           |   |             |  |       |       
|Deferred Income Tax Benefits     |        |  |                        | 10,601  |                           |   |             |  |       |       
|Other Assets                     |        |  |                        | 4,762   |                           |   | 18,335       |  |       | 4,760  
|Amounts Due (To) From            |        | 
|Subsidiaries                     |        |  |                        | 128,483 |                           |   | 65,391       |  |       |       
|Investment in Subsidiaries       |        |  |                        | 583,179 |                           |   |             |  |       |       
|                                
|Total Assets                     |        |  | $                      | 920,795 |                           | $ | 584,816      |  | $     | 323,245
|                                

-13-

---

(In thousands)

|                                     | Parent |  | Guarantor
Subsidiaries |         | Non-
Guarantor
Subsidiaries |   | Eliminations |  | Total |        
|------------------------------------ | ------ |  | ---------------------- | ------- | --------------------------- | - | ------------ |  | ----- | -------
|Liabilities and Shareholders Equity |        |  |                        |         |                             |   |              |  |       |        
|                                     |        |  |                        |         |                             |   |              |  |       |        
|Current Liabilities                  |        | 
|Accounts payable                     |        |  | $                      | 2,160   |                             | $ | 15,672       |  | $     | 22,138 
|Accrued liabilities                  |        |  |                        | 30,084  |                             |   | 33,634       |  |       | 23,676 
|Credit facilities                    |        |  |                        |        |                             |   |             |  |       | 3,871  
|Current maturities of                |        | 
|long-term debt                       |        |  |                        | 30,000  |                             |   | 15           |  |       | 969    
|Federal and foreign                  |        | 
|income taxes                         |        |  |                        | 1,803   |                             |   | 76           |  |       | 5,217  
|                                    
|Total Current Liabilities            |        |  |                        | 64,047  |                             |   | 49,397       |  |       | 55,871 
|                                     |        |  |                        |         |                             |   |              |  |       |        
|Long-Term Debt, Net                  |        |  |                        | 216,486 |                             |   |             |  |       | 2,223  
|Deferred Income Taxes                |        |  |                        | 45,007  |                             |   |             |  |       | 300    
|Other Liabilities                    |        |  |                        | 4,781   |                             |   | 13,863       |  |       | 6,963  
|Amounts Due To (From)                |        | 
|Subsidiaries                         |        |  |                        |        |                             |   |             |  |       | 186,230
|Minority Interest                    |        |  |                        |        |                             |   |             |  |       | 2,391  
|Shareholders Equity                 |        |  |                        | 590,474 |                             |   | 521,556      |  |       | 69,267 
|                                    
|Total Liabilities and                |        | 
|Shareholders Equity                 |        |  | $                      | 920,795 |                             | $ | 584,816      |  | $     | 323,245
|                                    

-14-

---

Condensed Consolidating Statement of
Operations for the three month period ended January 28, 2005.

(In thousands)

|                              | Parent |  | Guarantor
Subsidiaries |        | Non-
Guarantor
Subsidiaries |   | Eliminations |   | Total |       
|----------------------------- | ------ |  | ---------------------- | ------ | --------------------------- | - | ------------ | - | ----- | ------
|Net Sales                     |        |  | $                      |       |                             | $ | 125,780      |   | $     | 68,318
|Cost of Sales                 |        |  |                        |       |                             |   | 89,784       |   |       | 45,763
|                             
|                              |        |  |                        |       |                             |   | 35,996       |   |       | 22,555
|Expenses                      |        | 
|Selling, general              |        | 
|and administrative            |        |  |                        |       |                             |   | 19,091       |   |       | 12,498
|Research, development         |        | 
|and engineering               |        |  |                        |       |                             |   | 3,531        |   |       | 5,716 
|                             
|Total Expenses                |        |  |                        |       |                             |   | 22,622       |   |       | 18,214
|                             
|Operating Earnings from       |        | 
|Continuing Operations         |        |  |                        |       |                             |   | 13,374       |   |       | 4,341 
|                              |        |  |                        |        |                             |   |              |   |       |       
|Other expense                 |        |  |                        |       |                             |   |             |   |       | 38    
|Interest income               |        |  |                        | (3,553 | )                           |   | (1,125       | ) |       | (608  
|Interest expense              |        |  |                        | 4,489  |                             |   | 1,532        |   |       | 3,412 
|                             
|Other Expense, Net            |        |  |                        | 936    |                             |   | 407          |   |       | 2,842 
|                              |        |  |                        |        |                             |   |              |   |       |       
|Income (Loss) from Continuing |        | 
|Operations Before Taxes       |        |  |                        | (936   | )                           |   | 12,967       |   |       | 1,499 
|Income Tax Expense (Benefit)  |        |  |                        | (261   | )                           |   | 3,608        |   |       | 417   
|                             
|Income (Loss) From            |        | 
|Continuing Operations         |        | 
|Before Minority Interest      |        |  |                        | (675   | )                           |   | 9,359        |   |       | 1,082 
|Minority Interest             |        |  |                        |       |                             |   |             |   |       | (13   
|                             
|Income (Loss) From            |        | 
|Continuing Operations         |        |  |                        | (675   | )                           |   | 9,359        |   |       | 1,069 
|                              |        |  |                        |        |                             |   |              |   |       |       
|Income From Discontinued      |        | 
|Operations, Net of Tax        |        |  |                        |       |                             |   | 7,415        |   |       |      
|Equity in Net Income of       |        | 
|Consolidated Subsidiaries     |        |  |                        | 17,843 |                             |   |             |   |       |      
|                             
|Net Income (Loss)             |        |  | $                      | 17,168 |                             | $ | 16,774       |   | $     | 1,069 
|                             

-15-

---

Condensed Consolidating Statement of Cash
Flows for the three month period ended January 28, 2005.

(In thousands)

|                                   | Parent |  | Guarantor
Subsidiaries |        | Non-
Guarantor
Subsidiaries |   | Eliminations |   | Total |       
|---------------------------------- | ------ |  | ---------------------- | ------ | --------------------------- | - | ------------ | - | ----- | ------
|Cash Flows Provided (Used)         |        |  |                        |        |                             |   |              |   |       |       
|by Operating Activities            |        | 
|Net earnings (loss)                |        |  | $                      | 17,168 |                             | $ | 16,774       |   | $     | 1,069 
|Minority interest                  |        |  |                        |       |                             |   |             |   |       | 13    
|Depreciation & amortization        |        |  |                        |       |                             |   | 5,524        |   |       | 4,277 
|Deferred income taxes              |        |  |                        | 1,878  |                             |   |             |   |       | (129  
|Gain on sale of                    |        | 
|discontinued operation             |        |  |                        |       |                             |   | (9,771       | ) |       |      
|Working capital changes, net of    |        | 
|effect of acquisitions             |        | 
|Accounts receivable                |        |  |                        | 1,023  |                             |   | 10,546       |   |       | 499   
|Inventories                        |        |  |                        |       |                             |   | (6,174       | ) |       | (2,256
|Prepaid expenses                   |        |  |                        | 81     |                             |   | (708         | ) |       | 1,795 
|Accounts payable                   |        |  |                        | 1,640  |                             |   | (1,142       | ) |       | 1,174 
|Accrued liabilities                |        |  |                        | (4,855 | )                           |   | (8,029       | ) |       | (2,616
|Federal & foreign income taxes     |        |  |                        | (1,193 | )                           |   | 1            |   |       | 1,535 
|Other liabilities                  |        |  |                        | 498    |                             |   | 23           |   |       | 106   
|Other, net                         |        |  |                        | 27     |                             |   | (49          | ) |       | (921  
|                                  
|                                   |        |  |                        | 16,267 |                             |   | 6,995        |   |       | 4,546 
|                                   |        |  |                        |        |                             |   |              |   |       |       
|Cash Flows Provided (Used)         |        | 
|by Investing Activities            |        | 
|Purchases of capital assets        |        |  |                        | (10    | )                           |   | (3,061       | ) |       | (950  
|Proceeds from sale of              |        | 
|discontinued operation             |        |  |                        |       |                             |   | 23,700       |   |       |      
|Capital dispositions               |        |  |                        | 5      |                             |   | 28           |   |       | 90    
|Purchase of short-term investments |        |  |                        | (8,820 | )                           |   |             |   |       |      
|Acquisitions of businesses, net    |        |  |                        |       |                             |   | (3,346       | ) |       |      
|                                  
|                                   |        |  |                        | (8,825 | )                           |   | 17,321       |   |       | (860  

-16-

---

(In thousands)

|                                | Parent |  | Guarantor
Subsidiaries |         | Non-
Guarantor
Subsidiaries |   | Eliminations |   | Total |       
|------------------------------- | ------ |  | ---------------------- | ------- | --------------------------- | - | ------------ | - | ----- | ------
|Cash Flows Provided (Used)      |        |  |                        |         |                             |   |              |   |       |       
|by Financing Activities         |        | 
|Proceeds provided by stock      |        | 
|issuance under employee         |        | 
|stock plans                     |        |  |                        | 750     |                             |   |             |   |       |      
|Proceeds provided by sale       |        | 
|of common stock                 |        |  |                        | 109,030 |                             |   |             |   |       |      
|Net change in credit facilities |        |  |                        | (5,000  | )                           |   |             |   |       | 1,922 
|Repayment of long-term debt     |        |  |                        | (283    | )                           |   | (42          | ) |       | (127  
|Investment in subsidiaries      |        |  |                        | 4,677   |                             |   | (24,629      | ) |       | 2,109 
|                               
|                                |        |  |                        | 109,174 |                             |   | (24,671      | ) |       | 3,904 
|Effect of foreign exchange      |        | 
|rates on cash                   |        |  |                        | (337    | )                           |   | (34          | ) |       | 353   
|                               
|Net increase (decrease) in cash |        | 
|and cash equivalents            |        |  |                        | 116,279 |                             |   | (389         | ) |       | 7,943 
|Cash and cash equivalents       |        | 
| beginning of year             |        |  |                        | 6,859   |                             |   | 2,353        |   |       | 20,267
|                               
|Cash and cash equivalents       |        | 
| end of year                   |        |  | $                      | 123,138 |                             | $ | 1,964        |   | $     | 28,210
|                               

-17-

---

Condensed Consolidating Balance Sheet
as of October 29, 2004.

(In thousands)

|                                 | Parent |  | Guarantor
Subsidiaries |         | Non-
Guarantor
Subsidiaries |   | Eliminations |  | Total |        
|-------------------------------- | ------ |  | ---------------------- | ------- | --------------------------- | - | ------------ |  | ----- | -------
|Assets                           |        |  |                        |         |                             |   |              |  |       |        
|                                 |        |  |                        |         |                             |   |              |  |       |        
|Current Assets                   |        | 
|Cash and cash equivalents        |        |  | $                      | 6,859   |                             | $ | 2,353        |  | $     | 20,267 
|Cash in escrow                   |        |  |                        | 8,511   |                             |   |             |  |       |       
|Accounts receivable, net         |        |  |                        | 2,221   |                             |   | 83,115       |  |       | 46,870 
|Inventories                      |        |  |                        |        |                             |   | 76,168       |  |       | 42,886 
|Deferred income tax benefits     |        |  |                        | 38,115  |                             |   |             |  |       | (17,131
|Prepaid expenses                 |        |  |                        | 353     |                             |   | 3,598        |  |       | 5,490  
|Other current assets             |        |  |                        | 147     |                             |   | 288          |  |       |       
|                                
|Total Current Assets             |        |  |                        | 56,206  |                             |   | 165,522      |  |       | 98,382 
|                                 |        |  |                        |         |                             |   |              |  |       |        
|Property, Plant & Equipment, Net |        |  |                        | 2,369   |                             |   | 99,360       |  |       | 43,406 
|Goodwill                         |        |  |                        |        |                             |   | 175,607      |  |       | 72,210 
|Intangibles, Net                 |        |  |                        | 141     |                             |   | 77,160       |  |       | 92,575 
|Debt Issuance Costs, Net         |        |  |                        | 5,818   |                             |   |             |  |       |       
|Deferred Income Tax Benefits     |        |  |                        | 11,216  |                             |   |             |  |       |       
|Other Assets                     |        |  |                        | 9,780   |                             |   | 18,309       |  |       | 4,772  
|Amounts Due To/From              |        | 
|Subsidiaries                     |        |  |                        | 145,244 |                             |   | 41,074       |  |       |       
|Investment in Subsidiaries       |        |  |                        | 565,336 |                             |   |             |  |       | 92     
|                                
|Total Assets                     |        |  | $                      | 796,110 |                             | $ | 577,032      |  | $     | 311,437
|                                

-18-

---

(In thousands)

|                                     | Parent |  | Guarantor
Subsidiaries |         | Non-
Guarantor
Subsidiaries |   | Eliminations |  | Total |        
|------------------------------------ | ------ |  | ---------------------- | ------- | --------------------------- | - | ------------ |  | ----- | -------
|Liabilities and Shareholders Equity |        |  |                        |         |                             |   |              |  |       |        
|                                     |        |  |                        |         |                             |   |              |  |       |        
|Current Liabilities                  |        | 
|Accounts payable                     |        |  | $                      | 520     |                             | $ | 16,814       |  | $     | 20,533 
|Accrued liabilities                  |        |  |                        | 29,880  |                             |   | 41,466       |  |       | 25,692 
|Credit facilities                    |        |  |                        | 5,000   |                             |   |             |  |       | 1,977  
|Current maturities of                |        | 
|long-term debt                       |        |  |                        |        |                             |   | 50           |  |       | 981    
|Federal and foreign                  |        | 
|income taxes                         |        |  |                        | 2,996   |                             |   | 75           |  |       | 3,607  
|                                    
|Total Current Liabilities            |        |  |                        | 38,396  |                             |   | 58,405       |  |       | 52,790 
|                                     |        |  |                        |         |                             |   |              |  |       |        
|Long-Term Debt, Net                  |        |  |                        | 246,769 |                             |   | 7            |  |       | 2,280  
|Deferred Income Taxes                |        |  |                        | 43,149  |                             |   |             |  |       | 294    
|Other Liabilities                    |        |  |                        | 9,283   |                             |   | 13,840       |  |       | 6,729  
|Amounts Due To (From)                |        | 
|Subsidiaries                         |        |  |                        |        |                             |   |             |  |       | 184,094
|Minority Interest                    |        |  |                        |        |                             |   |             |  |       | 2,378  
|Shareholders Equity                 |        |  |                        | 458,513 |                             |   | 504,780      |  |       | 62,872 
|                                    
|Total Liabilities and                |        | 
|Shareholders Equity                 |        |  | $                      | 796,110 |                             | $ | 577,032      |  | $     | 311,437
|                                    

-19-

---

Condensed Consolidating Statement of
Operations for the three month period ended January 30, 2004.

(In thousands)

|                              | Parent |  | Guarantor
Subsidiaries |        | Non-
Guarantor
Subsidiaries |   | Eliminations |   | Total |       
|----------------------------- | ------ |  | ---------------------- | ------ | --------------------------- | - | ------------ | - | ----- | ------
|Net Sales                     |        |  | $                      |       |                             | $ | 100,205      |   | $     | 29,486
|Cost of Sales                 |        |  |                        |       |                             |   | 71,449       |   |       | 19,562
|                             
|                              |        |  |                        |       |                             |   | 28,756       |   |       | 9,924 
|                              |        |  |                        |        |                             |   |              |   |       |       
|Expenses                      |        | 
|Selling, general              |        | 
|and administrative            |        |  |                        |       |                             |   | 18,051       |   |       | 12,078
|Research, development         |        | 
|and engineering               |        |  |                        |       |                             |   | 2,024        |   |       | 3,399 
|                             
|Total Expenses                |        |  |                        |       |                             |   | 20,075       |   |       | 15,477
|                             
|Operating Earnings from       |        | 
|Continuing Operations         |        |  |                        |       |                             |   | 8,681        |   |       | (5,553
|                              |        |  |                        |        |                             |   |              |   |       |       
|Other (income) expense        |        |  |                        |       |                             |   | (558         | ) |       | 2     
|Interest income               |        |  |                        | (1,477 | )                           |   | (630         | ) |       | (84   
|Interest expense              |        |  |                        | 4,217  |                             |   | 625          |   |       | 1,328 
|                             
|Other (Income) Expense, Net   |        |  |                        | 2,740  |                             |   | (563         | ) |       | 1,246 
|                              |        |  |                        |        |                             |   |              |   |       |       
|Income (Loss) from Continuing |        | 
|Operations Before Taxes       |        |  |                        | (2,740 | )                           |   | 9,244        |   |       | (6,799
|Income Tax Expense (Benefit)  |        |  |                        | (740   | )                           |   | 697          |   |       | (1,838
|                             
|Income (Loss) From            |        | 
|Continuing Operations         |        |  |                        | (2,000 | )                           |   | 8,547        |   |       | (4,961
|                              |        |  |                        |        |                             |   |              |   |       |       
|Income From Discontinued      |        | 
|Operations, Net of Tax        |        |  |                        |       |                             |   | 292          |   |       |      
|Equity in Net Income of       |        | 
|Consolidated Subsidiaries     |        |  |                        | 3,878  |                             |   |             |   |       |      
|                             
|Net Income (Loss)             |        |  | $                      | 1,878  |                             | $ | 8,839        |   | $     | (4,961
|                             

-20-

---

Condensed Consolidating Statement of Cash
Flows for the three month period ended January 30, 2004.

(In thousands)

|                                | Parent |  | Guarantor
Subsidiaries |        | Non-
Guarantor
Subsidiaries |   | Eliminations |   | Total |       
|------------------------------- | ------ |  | ---------------------- | ------ | --------------------------- | - | ------------ | - | ----- | ------
|Cash Flows Provided (Used)      |        |  |                        |        |                             |   |              |   |       |       
|by Operating Activities         |        | 
|Net earnings (loss)             |        |  | $                      | 1,878  |                             | $ | 8,839        |   | $     | (4,961
|Depreciation & amortization     |        |  |                        |       |                             |   | 5,755        |   |       | 1,927 
|Deferred income taxes           |        |  |                        | 1,227  |                             |   |             |   |       | 74    
|Gain on sale of land            |        |  |                        |       |                             |   | (557         | ) |       |      
|Working capital changes, net of |        | 
|effect of acquisitions          |        | 
|Accounts receivable             |        |  |                        | (71    | )                           |   | 11,449       |   |       | 4,450 
|Inventories                     |        |  |                        |       |                             |   | (803         | ) |       | (221  
|Prepaid expenses                |        |  |                        | 22     |                             |   | (575         | ) |       | (3    
|Accounts payable                |        |  |                        | (122   | )                           |   | (1,493       | ) |       | (1,582
|Accrued liabilities             |        |  |                        | (2,202 | )                           |   | (9,416       | ) |       | 3,400 
|Federal & foreign income taxes  |        |  |                        | (2,593 | )                           |   | (17          | ) |       | (2,711
|Other, net                      |        |  |                        | (780   | )                           |   | 807          |   |       | (5,053
|                               
|                                |        |  |                        | (2,641 | )                           |   | 13,989       |   |       | (4,680
|                                |        |  |                        |        |                             |   |              |   |       |       
|Cash Flows Provided (Used)      |        | 
|by Investing Activities         |        | 
|Purchases of capital assets     |        |  |                        | (217   | )                           |   | (4,360       | ) |       | (593  
|Proceeds from sale of land      |        |  |                        |       |                             |   | 1,159        |   |       |      
|Escrow deposit                  |        |  |                        |       |                             |   |             |   |       |      
|Capital dispositions            |        |  |                        | 40     |                             |   | 213          |   |       | 132   
|Sale of short-term investments  |        |  |                        | 5,021  |                             |   |             |   |       |      
|Acquisitions of businesses, net |        |  |                        |       |                             |   | (6,593       | ) |       |      
|                               
|                                |        |  |                        | 4,844  |                             |   | (9,581       | ) |       | (461  

-21-

---

(In thousands)

|                                | Parent |  | Guarantor
Subsidiaries |         | Non-
Guarantor
Subsidiaries |   | Eliminations |   | Total |       
|------------------------------- | ------ |  | ---------------------- | ------- | --------------------------- | - | ------------ | - | ----- | ------
|Cash Flows Provided (Used)      |        |  |                        |         |                             |   |              |   |       |       
|by Financing Activities         |        | 
|Proceeds provided by stock      |        | 
|issuance under employee         |        | 
|stock plans                     |        |  |                        | 1,171   |                             |   |             |   |       |      
|Debt issuance costs             |        |  |                        | (125    | )                           |   |             |   |       |      
|Net change in credit facilities |        |  |                        |        |                             |   |             |   |       | 540   
|Repayment of long-term debt     |        |  |                        | (28,904 | )                           |   | (21          | ) |       | (119  
|Investment in subsidiaries      |        |  |                        | (3,964  | )                           |   | (2,555       | ) |       | 2,641 
|                               
|                                |        |  |                        | (31,822 | )                           |   | (2,576       | ) |       | 3,062 
|                                |        |  |                        |         |                             |   |              |   |       |       
|Effect of foreign exchange      |        | 
|rates on cash                   |        |  |                        | 21      |                             |   | 16           |   |       | 5,967 
|                               
|                                |        |  |                        |         |                             |   |              |   |       |       
|Net increase (decrease) in cash |        | 
|and cash equivalents            |        |  |                        | (29,598 | )                           |   | 1,848        |   |       | 3,888 
|Cash and cash equivalents       |        | 
| beginning of year             |        |  |                        | 109,834 |                             |   | 3,030        |   |       | 18,499
|                               
|Cash and cash equivalents       |        | 
| end of year                   |        |  | $                      | 80,236  |                             | $ | 4,878        |   | $     | 22,387
|                               

-22-

---

# Item 2.     
Managements Discussion and Analysis of Financial Condition and Results of Operations

# Overview

We view and operate our businesses in
three segments: Avionics & Controls, Sensors & Systems and Advanced
Materials. The Avionics & Controls segment designs and manufactures technology
interface systems for military and commercial aircraft and land- and sea-based military
vehicles, secure communications systems, specialized medical equipment, and other
industrial applications. The Sensors & Systems segment produces high-precision
temperature and pressure sensors, electrical power switching, control and data
communication devices, micro-motors, motion control sensors, and other related systems,
principally for aerospace and defense customers. The Advanced Materials segment develops
and manufactures high-performance elastomer products used in a wide range of commercial
aerospace and military applications and combustible ordnance components and electronic
warfare countermeasure devices for military customers. Sales in all segments include
domestic, international, defense and commercial customers.

Our current business and strategic
plan focuses on the continued development of our products in three key technology
segments: avionics and controls, sensors and systems and specialized high-performance
elastomers and other complex materials, principally for aerospace and defense markets. We
are concentrating our efforts to expand our capabilities in these markets and to
anticipate the global needs of our customers and respond to such needs with comprehensive
solutions. These efforts focus on continuous research and new product development,
acquisitions and establishing strategic realignments of operations to expand our
capabilities as a more comprehensive supplier to our customers across our entire product
offering.

On January 28, 2005, we
completed the sale of the outstanding stock of our wholly owned subsidiary Fluid
Regulators Corporation (Fluid Regulators), which was included in our Sensors &
Systems segment, for approximately $23.7 million. As a result of the sale, we
recorded a gain of $7.2 million, net of tax of $2.5 million, in the first fiscal
quarter of 2005.

On July 25, 2002, our Board
of Directors adopted a formal plan for the sale of the assets and operations of our
Automation segment. Upon the final disposition of our discontinued Automation operations
in the fourth fiscal quarter of 2004, we recorded an $8.0 million gain, net of
$4.5 million in tax, including the reversal of estimated reserves, which were
recognizable upon the sale of the business.

Fluid Regulators and the Automation
segment are reported as discontinued operations and the consolidated financial statements
for all prior periods have been adjusted to reflect this presentation.

-23-

---

# Results of Continuing Operations

Three Month Period Ended
January 28, 2005 Compared with Three Month Period Ended January 30, 2004

Sales for the first fiscal quarter
increased 47.0% when compared with the prior-year period. Sales by segment were as
follows:

(In thousands)

| |  |  |                     | Three Months Ended | 
| |  |  | ------------------- | ------------------ | 
|
| |  |  | Avionics & Controls |                    | 
| |  |  | Sensors & Systems   |                    | 
| |  |  | Advanced Materials  |                    | 
| |  |  | Other               |                    | 
| |  |  |                     |                    | 
| |  |  | Total Net Sales     |                    | 
| |  |  |                     |                    | 

The 31.4% increase in sales of
Avionics & Controls principally reflected $10.2 million in incremental sales
from the Leach Holding Corporation (Leach) medical unit acquisition in the fourth fiscal
quarter of 2004, increased medical equipment sales, and higher sales at our AVISTA unit.
These sales increases were partially offset by a decrease in sales of technology interface
systems for land-based vehicles.

The 114.6% increase in sales of
Sensors & Systems principally reflected $29.2 million in incremental sales
from the Leach acquisition. Sensors & Systems sales were also enhanced by higher sales
of pressure and temperature sensors to OEM customers as well as increased sales to
aftermarket customers. Additionally, the increase reflected a stronger euro relative to
the U.S. dollar, as the average exchange rate from the euro to the U.S. dollar increased
from 1.21 in the first fiscal quarter of 2004 to 1.32 in the first fiscal quarter of 2005.

The 12.7% increase in sales of
Advanced Materials reflected higher sales of precision clamping components and elastomer
material to aerospace customers while sales of combustible ordnance and countermeasure
devices were even with the prior-year period. Additionally, sales at our metal finishing
unit increased over the prior-year period, reflecting increased demand from aerospace and
defense customers.

Overall, for the first fiscal quarter
of 2005, gross margin as a percentage of sales was 30.8% compared with 30.0% for the first
fiscal quarter of 2004. Avionics & Controls segment gross margin was 31.4% and
32.4% for the first fiscal quarter of 2005 and 2004, respectively, reflecting a higher mix
of medical equipment sales due to the Leach medical unit acquisition. Sensors &
Systems segment gross margin was 34.7% and 35.0% for the first quarter of fiscal 2005 and
2004, respectively. Sensors & Systems gross margin declined from the prior-year
period due to a higher mix of electrical power switching, control and data communication
devices due to the Leach acquisition and the effect of a weaker U.S. dollar compared with
the euro on U.S. dollar-denominated sales and euro-denominated cost of sales. Advanced
Materials

-24-

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segment gross margin was 24.2% and 23.7% for the first quarter of fiscal 2005
and 2004, respectively. Advanced Materials gross margin increased when compared with the
prior-year period, reflecting stronger sales of higher margin precision clamping
components. Additionally, factory overhead expenses decreased at our elastomer operations,
reflecting the expense of integrating acquired businesses in the prior-year period.
Combustible ordnance gross margins decreased when compared with the prior-year period due
to lower sales volumes, which resulted in reduced recovery of fixed factory overhead.
Additionally, gross margins on countermeasure flares decreased, reflecting increased
material and development costs on certain new programs.

Selling, general and administrative
expenses (which include corporate expenses) totaled $31.6 million and
$30.1 million for the first fiscal quarter of 2005 and 2004, respectively, or 16.6%
of sales for the first fiscal quarter of 2005 compared with 23.3% for the prior-year
period. The decrease in selling, general and administrative expenses as a percentage of
sales principally reflected $4.5 million in severance expense in our
Sensors & Systems segment incurred in the prior-year period and higher sales
volumes without a proportional increase in the expense during the current fiscal quarter.
These selling, general and administrative expenses are typically fixed. The overall
increase in the amount of selling, general and administrative expenses primarily reflected
incremental selling, general and administrative expenses from the Leach acquisition.

Research, development and engineering
spending was $9.2 million, or 4.9% of sales, for the first fiscal quarter of 2005
compared with $5.4 million, or 4.2% of sales, for the first fiscal quarter of 2004.
The increase in research, development and engineering spending principally reflected the
acquisition of Leach in the fourth quarter of fiscal 2004 and the requirement to fund
development for new programs for our OEM customers.

Segment earnings (operating earnings
excluding corporate expenses) for the first fiscal quarter of 2005 totaled
$22.0 million, compared with $7.1 million for the first fiscal quarter in 2004.
Avionics & Controls segment earnings were $9.2 million for the first fiscal
quarter of 2005 compared with $6.8 million for the first fiscal quarter of 2004,
principally reflecting incremental earnings from the Leach medical unit acquisition and
increased earnings at our AVISTA unit. Sensors & Systems segment earnings were
$6.3 million for the first fiscal quarter of 2005 compared with a $4.0 million
loss for the first fiscal quarter of 2004. The increase in Sensors & Systems
earnings from the prior-year period reflected incremental earnings from the Leach
acquisition, higher sales volumes and lower operating expenses. The decrease in operating
expenses compared with the prior-year period principally reflected $4.5 million in
severance and legal costs covering 35 employees in engineering, production, quality,
research and development and administration functions. In addition, nearly 20 employees
elected early retirement or voluntarily resigned in the 2004 period. Advanced Materials
segment earnings were $6.3 million for the first fiscal quarter of 2005 compared with
$4.4 million for the first fiscal quarter of 2004. While combustible ordnance
earnings were impacted by product development expense on a new flare program, earnings at
our elastomer operations were enhanced by strong sales and improving gross margins.
Elastomer earnings in the prior-year period were impacted by integration expenses and
certain production inefficiencies, lower margin product sales and severance expense.

-25-

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Interest expense for the first fiscal
quarter of 2005 was $4.7 million compared with $4.3 million for the first fiscal
quarter of 2004.

During the first fiscal quarter of
2004, we sold land in Coachella, California, for cash and recorded a gain on sale of
$557,000, which was included in other income.

The effective income tax rate for the
first fiscal quarter of 2005 was 27.8% compared with 32.5% for the prior year period. The
first fiscal quarter of 2004 rate was before a $1.8 million reduction of previously
estimated tax liabilities. The effective tax rate differed from the statutory rate in the
first fiscal quarter in 2005 and 2004, as both periods benefited from various tax credits.
The first fiscal quarter in 2005 also benefited from certain foreign interest expense
deductions. On February 4, 2004, we received a Notice of Proposed Adjustment
(NOPA) from the Internal Revenue Service covering the audit of research and development
tax credits for fiscal years 1997 through 1999. As a result of the NOPA and the
expectation of a similar result for fiscal years 2000 through 2003, we revised our
estimated liability during the first fiscal quarter of 2004. As noted above, the revision
resulted in the $1.8 million reduction of previously estimated tax liabilities.

New orders for the first fiscal
quarter of 2005 were $203.9 million compared with $150.6 million for the same
period in 2004, an increase of 35.4%. Backlog at January 28, 2005 was
$438.2 million compared with $315.8 million at the end of the prior-year period
and $424.5 million at October 29, 2004. The increase in orders and backlog
principally reflects the Leach acquisition.

-26-

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# Liquidity and Capital Resources

Cash and cash equivalents and
short-term investments at January 28, 2005 totaled $162.1 million, an
increase of $132.7 million from October 29, 2004. Net working capital
increased to $282.3 million at January 28, 2005 from $170.5 million at
October 29, 2004. Sources of cash flows from operating activities principally
consist of cash received from the sale of products and cash payments for material, labor
and operating expenses. Cash flows from operating activities were $10.0 million and
$2.8 million in the first quarter of fiscal 2005 and 2004, respectively. The increase
in cash flows from operating activities principally reflected higher earnings.
The increase in cash flows provided by investing activities
principally reflected net proceeds from the sale of Fluid Regulators of
$23.7 million, partially offset by a $3.3 million purchase price adjustment
payable to the seller of AVISTA and the $6.5 million acquisition of AVISTA in the
first fiscal quarter of 2004. The increase in cash provided by financing activities
principally reflected the net proceeds of $109.0 million from our public offering of
3.7 million shares of common stock completed on November 24, 2004,
partially offset by the repayment of $30 million of the 1999 Senior Notes in
accordance with terms in the prior-year period.

Capital expenditures, consisting of
machinery, equipment and computers, are anticipated to be approximately $22.0 million
during fiscal 2005, compared with $22.1 million expended in fiscal 2004. Capital
expenditures for the first fiscal quarter of 2005 totaled $4.0 million, primarily for
machinery and equipment and enhancements to information systems.

Total debt at
January 28, 2005 was $253.6 million and consisted of $175.0 million of
Senior Subordinated Notes, $70.0 million of 1999 Senior Notes, and $8.6 million
of various foreign currency debt agreements, including capital lease obligations. The
Senior Subordinated Notes are due June 15, 2013 at an interest rate of 7.75%. In
September 2003 we entered into an interest rate swap agreement on $75 million of
our Senior Subordinated Notes due in 2013. The swap agreement exchanged the fixed rate for
a variable interest rate on $75 million of the $175 million principal amount
outstanding. The 1999 Senior Notes have maturities ranging from November 2005 to 2008 and
interest rates from 6.4% to 6.77%. We believe cash on hand and funds generated from
operations are adequate to service operating cash requirements and capital expenditures
through fiscal 2005. In addition, we believe that we have adequate access to capital
markets to fund future acquisitions.

# Recent Accounting
Pronouncements

In December 2004, the Financial
Accounting Standards Board issued Statement of Financial Accounting Standards
No. 123R, Share-Based Payment (Statement No. 123R), which is effective for public companies
for interim or annual periods beginning after June 15, 2005. This statement will
have a significant impact on our consolidated statements of operations, as we will be
required to expense the fair value of our stock option grants and stock purchases under
our employee stock purchase plan rather than disclose the impact on our consolidated net
income within our footnotes as is our current practice. We intend to comply with the
standard upon its effectiveness. The impact of adoption cannot be predicted at this time
because it will depend on levels of share-based payments granted in the future. However, had we adopted Statement

-27-

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No. 123R in prior periods, the impact of that standard would have
approximated the impact of Statement 123 as described in the disclosure of pro forma net income and earnings per share in
Note 9 to the Consolidated Financial Statements of Esterline Technologies in this Form 10-Q.

# Forward-Looking Statements

This quarterly report on
Form 10-Q contains forward-looking statements. These statements relate to future
events or our future financial performance. In some cases you can identify forward-looking
statements by terminology such as anticipate, believe,
continue, could, estimate, expect,
intend, may, might, plan,
potential, predict, should or will or the
negative of such terms or other comparable terminology. These statements are only
predictions and involve known and unknown risks, uncertainties and other factors,
including the risk factors set forth in Forward Looking Statements and Risk
Factors in our Annual Report on Form 10-K for the fiscal year ended
October 29, 2004, that may cause our or the industrys actual results,
performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking statements. You
should not place undue reliance on these forward-looking statements. Although we believe
that the expectations reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, performance or achievements. Given these risks and
uncertainties, you are cautioned not to place undue reliance on such forward-looking
statements. The forward-looking statements included or incorporated by reference into this
report are made only as of the date hereof. We do not undertake and specifically decline
any obligation to update any such statements or to publicly announce the results of any
revisions to any such statements to reflect future events or developments.

# Item 4.     Controls
and Procedures

Our principal executive and financial
officers evaluated our disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of
January 28, 2005. Based upon that evaluation, they concluded as of
January 28, 2005 that our disclosure controls and procedures were effective to
ensure that information we are required to disclose in the reports that we file under the
Exchange Act is recorded, processed, summarized and reported within time periods specified
in Securities and Exchange Commission rules and forms.

During the time period covered by
this report, there were no significant changes in our internal control over financial
reporting that materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.

-28-

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# PART II  OTHER
INFORMATION

|Item 1. | Legal Proceedings | 
|------- | ----------------- | 
|        |                   | 

From time to time we are involved in
legal proceedings arising in the ordinary course of business. We believe that adequate
reserves for these liabilities have been made and that there is no litigation pending that
could have a material adverse effect on our results of operations and financial condition.

|Item 4. | Submission of Matters to a Vote of Security Holders | 
|------- | --------------------------------------------------- | 
|        |                                                     | 

At our annual meeting of shareholders
held on March 2, 2005, the shareholders acted on the following proposal:

The election of the following directors for three-year terms
expiring at the 2008 annual meeting:

|                        | Votes Cast | 
|----------------------- | ---------- | 
|
|Lewis E. Burns          |            | 
|Robert W. Cremin        |            | 
|Anthony P. Franceschini |            | 

The election of the following director for a two-year term expiring at the 2007 annual meeting:

|                  | Votes Cast | 
|----------------- | ---------- | 
|
|Charles R. Larson |            | 

Current directors
whose terms are continuing after the 2005 annual meeting are Ross J. Centanni,
John F. Clearman, Robert S. Cline, Jerry D. Leitman, and
James L. Pierce.

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|Item 5. | Other Information | 
|------- | ----------------- | 
|        |                   | 

|    |  | 
|--- |  | 
|(a) |  | 

We held our 2005 annual shareholders
meeting on March 2, 2005 at 10:00 a.m. at the Harbor Club  Bellevue,
located in Bellevue, Washington. The matters approved by the shareholders and the summary
of the votes cast at the annual meeting are described herein under Item 4 of
Part II. Effective at the conclusion of the 2005 annual meeting,
Richard R. Albrecht retired as a director in accordance with the Board of
Directors retirement policy.

Our Board of Directors appointed
members to serve on the Audit Committee, Compensation Committee and Nominating &
Corporate Governance Committee of the Board pursuant to
recommendations made by the Nominating & Corporate Governance Committee.
Effective March 2, 2005, John F. Clearman was elected as our Lead
Independent Director and the members of the committees of our Board of Directors listed below are as
follows:

# Audit Committee

Robert S. Cline,
Chairman         Anthony P. Franceschini         Charles R. Larson
         James L. Pierce

# Compensation Committee

Jerry D. Leitman, Chairman
         Lewis E. Burns         Ross J. Centanni
         John F. Clearman

# Nominating &
Corporate Governance Committee

Ross J. Centanni,
Chairman         Lewis E. Burns         Robert S. Cline
         Anthony P. Franceschini

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|    |  | 
|--- |  | 
|(b) |  | 

The following disclosures would
otherwise have been filed on a Form 8-K under the heading Item 1.01. Entry
into a Material Definitive Agreement:

None of our executive officers, other
than Richard Wood, have an employment agreement with us. Each of the executive officers
are employed at will and are entitled to receive a salary and to participate in retirement
plans and other incentive plans as described below, all on terms approved by the
Compensation Committee of our Board of Directors.

Bonus Awards for Fiscal
2004

In December 2004, the Compensation
Committee reviewed our performance for fiscal year 2004 under our Annual Incentive Plan
for Fiscal Year 2004 and our Long-Term Incentive Compensation Plan for Fiscal Years
2000-2004 and approved the payment of bonus awards to each of our executive officers under
both plans. Additional information regarding the amount of bonus payments made to each
named executive officer pursuant to each of these plans as well as other information
relating to compensation paid to our named executive officers in fiscal 2004 is disclosed
under Executive Compensation in our proxy statement relating to the annual
shareholders meeting held on March 2, 2005, filed with the Securities and
Exchange Commission on February 7, 2005.

Stock Option Grants to
Executive Officers

On December 9, 2004, our
named executive officers were granted stock options pursuant to the terms and conditions
of our 2004 Equity Incentive Plan (Incorporated by reference to Annex B in the definitive form of the Companys Proxy
Statement, relating to its 2004 Annual Meeting of Shareholders held on March 3, 2004, filed with the Securities and
Exchange Commission and the New York Stock Exchange on February 3, 2004 [Commission File No. 1-6357].) and the form of stock
option agreement filed as an exhibit to this report as follows:

|Name              | Number of Shares
Subject to Stock Option
|----------------- | ----------------------------------------
|Robert W. Cremin  |                                         
|Robert D. George  |                                         
|Larry A. Kring    |                                         
|Stephen R. Larson |                                         

The stock options have an exercise
price of $34.30. One-fourth of the stock options vest annually on the anniversary of the
grant date and become immediately exercisable upon vesting and will expire on
December 9, 2014 unless terminated earlier pursuant to the terms of our 2004
Equity Incentive Plan and the stock option agreement, the form of which is filed as an
exhibit to this report and incorporated herein by reference.

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Adoption of 2005 Annual
Incentive Plan and New Long-Term Incentive Compensation Plan

In December 2004, the Compensation
Committee approved the Annual Incentive Plan for Fiscal Year 2005 (the 2005 Annual
Plan), in which each of our executive officers participates, and established
budgeted earnings per share as the performance goal for awards granted under this plan.
The 2005 Annual Plan is administered under our 2004 Equity Incentive Plan. The 2005 Annual
Plan is filed as an exhibit to this report and is incorporated herein by reference.

On March 1, 2005, the
Compensation Committee approved the structure, including the performance objectives, for a new Long-Term Incentive Compensation Plan (the
Long-Term Plan), in which each of our executive officers will participate. The
two performance objectives upon which awards will be granted under the plan are cumulative earnings per share growth and return on invested capital.
The Long-Term Plan will be administered under our 2004 Equity Incentive Plan. Awards under the Long-Term Plan will be based on a three-year performance period,
except for fiscal 2005 and fiscal 2006, which will be based on one-year and two-year performance periods, respectively, in order to phase in the plan.
For fiscal 2005, target award amounts to be paid if we achieve plan objectives for both performance objectives will equal 66% of base
salary for our Chief Executive Officer, and from 36% to 48% of base salary for our other executive officers.
No executive will receive any award if performance is below minimum plan objectives and no additional award will be paid if
performance exceeds maximum plan objectives.  In addition, no award paid to any executive will exceed 400% of such executives
target award.

|    |  | 
|--- |  | 
|(c) |  | 

On March 2, 2005, we issued
279 shares of common stock pursuant to the terms of our Amended and Restated
Non-Employee Directors Stock Compensation Plan (the Non-Employee Directors
Plan) to each of our non-employee directors. The Non-Employee Directors Plan is
filed as an exhibit to this report and is incorporated herein by reference.

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|Item 6. | Exhibits | 
|------- | -------- | 
|        |          | 

| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 

*  Indicates management contract or compensatory plan or arrangement.

-33-

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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 hereunto duly authorized.

|                      |  |     |                                                                                                                                                                 
|--------------------- |  | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|                      |  |     | ESTERLINE TECHNOLOGIES CORPORATION     
                     
  (Registrant)                                                                                    
|                      |  |     |                                                                                                                                                                 
|Dated:  March 4, 2005 |  | By: | /s/  Robert D. George                                                                                                                                           
|                      |  |     | Robert D. GeorgeVice President, Chief Financial Officer,           Secretary and Treasurer
             
(Principal Financial            and Accounting Officer)
|                      |  |     |                                                                                                                                                                 

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