<PAGE>
                                    FORM 10-Q

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

(Mark One)

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

                For the quarterly period ended September 28, 2003

                                       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 1-7872

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

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

                     Delaware                         95-4062211
          (State or other jurisdiction of          (I.R.S. employer
          incorporation or organization)          identification no.)

                700 Liberty Avenue                       07083
                 Union, New Jersey                    (Zip Code)
     (Address of principal executive offices)

    Registrant's telephone number, including area code: (908) 688-2440

    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          No   X
                                -----       -----

    As of November 10, 2003, the total number of outstanding shares of
registrant's one class of common stock was 6,498,143.

<PAGE>


                           TRANSTECHNOLOGY CORPORATION

                                      INDEX

<TABLE>
<CAPTION>
PART I. Financial Information                                                 Page No.
                                                                              --------
<S>                                                                           <C>

  Item 1.   Financial Statements........................................        2

            Statements of Consolidated Operations--
            Three and Six Month Periods Ended September 28, 2003
            and September 29, 2002......................................        3

            Consolidated Balance Sheets--
            September 28, 2003 and March 31, 2003.......................        4

            Statements of Consolidated Cash Flows--
            Six Month Periods Ended September 28, 2003 and
            September 29, 2002..........................................        5

            Notes to Consolidated Financial Statements..................        6-11

  Item 2.   Management's Discussion and Analysis of Financial
            Condition and Results of Operations.........................        11-19

  Item 3.   Quantitative and Qualitative Disclosures about Market Risk..        19

  Item 4.   Controls and Procedures.....................................        19-20

PART II. Other Information

  Item 1.   Legal Proceedings...........................................        21

  Item 4.   Submission of Matters to a Vote of Security Holders.........        21

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

SIGNATURES..............................................................        22

EXHIBIT 31.1............................................................        23

EXHIBIT 31.2............................................................        24

EXHIBIT 32  ............................................................        25
</TABLE>


                                        1
<PAGE>


                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The Company's independent public accountants have not completed their review of
the condensed consolidated financial statements included herein prior to the
deadline for filing this Form 10-Q as required by Rule 10-01(d) of Regulation
S-X promulgated under the Securities and Exchange Act of 1934, as amended.

The following unaudited Statements of Consolidated Operations, Consolidated
Balance Sheets, and Statements of Consolidated Cash Flows are of TransTechnology
Corporation and its consolidated subsidiaries (collectively, the "Company").
These reports reflect all adjustments of a normal recurring nature, which are,
in the opinion of management, necessary for a fair presentation of the results
of operations for the interim periods reflected therein. The results reflected
in the unaudited Statements of Consolidated Operations for the period ended
September 28, 2003, are not necessarily indicative of the results to be expected
for the entire year. The following unaudited Consolidated Financial Statements
should be read in conjunction with the notes thereto, and Management's
Discussion and Analysis of Financial Condition and Results of Operations set
forth in Item 2 of Part I of this report, as well as the audited financial
statements and related notes thereto contained in the Company's Annual Report on
Form 10-K filed for the fiscal year ended March 31, 2003.

Information provided herein for the three and six month periods ended September
29, 2002, has been reclassified to give effect to the reporting of the Company's
former wholly-owned subsidiary, Norco, Inc., as discontinued operations as
discussed in Note 5 to the Financial Statements.

                      [THIS PAGE INTENTIONALLY LEFT BLANK]






                                        2

<PAGE>

                      STATEMENTS OF CONSOLIDATED OPERATIONS

                                    UNAUDITED
                   (In Thousands of Dollar, Except Share Data)

<TABLE>
<CAPTION>
                                                                 THREE MONTHS ENDED                     SIX MONTHS ENDED
                                                      --------------------------------------  --------------------------------------
                                                      SEPTEMBER 28, 2003  SEPTEMBER 29, 2002  SEPTEMBER 28, 2003  SEPTEMBER 29, 2002
                                                      ------------------  ------------------  ------------------  ------------------
<S>                                                   <C>                 <C>                 <C>                 <C>
Net sales                                              $         16,333    $         11,854    $         32,452    $         25,741
Cost of sales                                                     9,575               6,380              18,347              14,056
                                                       ----------------    ----------------    ----------------    ----------------
Gross profit                                                      6,758               5,474              14,105              11,685

General, administrative
   and selling expenses                                           3,531               4,266               7,302               7,868
Interest expense                                                  2,568               2,004               5,071               4,120
Interest and other (income) expense - net                          (159)                 10                (206)                (27)
Unrealized loss on warrants                                          --               1,219                  --               1,219
Forbearance fees                                                     --                  --                  --                 764
                                                       ----------------    ----------------    ----------------    ----------------
Income (loss) from continuing operations
  before income taxes                                               818              (2,025)              1,938              (2,259)
Provision  for income taxes (benefit)                               310                (315)                736                (406)
                                                       ----------------    ----------------    ----------------    ----------------
   Income (loss) from continuing operations                         508              (1,710)              1,202              (1,853)

Discontinued operations:
   Loss on disposal of discontinued businesses
     (less applicable income tax benefit of
     $1,587 and $1,975 for the three and six month
     periods ended September 29, 2002, respectively)                 --              (3,523)                 --              (4,130)
                                                       ----------------    ----------------    ----------------    ----------------

   Net income (loss)                                   $            508    $         (5,233)   $          1,202    $         (5,983)
                                                       ================    ================    ================    ================

Basic earnings (loss) per share:
   Income (loss) from continuing operations            $           0.08    $          (0.28)   $           0.18    $          (0.30)
   Loss from discontinued operations                                 --               (0.57)                 --               (0.67)
                                                       ----------------    ----------------    ----------------    ----------------
   Net income (loss)                                   $           0.08    $          (0.85)   $           0.18    $          (0.97)
                                                       ================    ================    ================    ================

Diluted earnings (loss) per share:
   Income (loss) from continuing
   operations                                          $           0.08    $          (0.28)   $           0.18    $          (0.30)
   Loss from discontinued operations                                 --               (0.57)                 --               (0.67)
                                                       ----------------    ----------------    ----------------    ----------------
   Net income (loss)                                   $           0.08    $          (0.85)   $           0.18    $          (0.97)
                                                       ================    ================    ================    ================

Number of shares used in computation
   of per share information: (Note 1)
     Basic                                                    6,647,000           6,197,000           6,647,000           6,194,000
     Diluted                                                  6,676,000           6,197,000           6,662,000           6,194,000
</TABLE>


See accompanying notes to unaudited consolidated financial statements.


                                       3
<PAGE>



                           CONSOLIDATED BALANCE SHEETS
                  (In Thousands of Dollars, Except Share Data)

<TABLE>
<CAPTION>
                                                                                 (UNAUDITED)
                                                                              SEPTEMBER 28, 2003    MARCH 31, 2003
                                                                              ------------------   ----------------
<S>                                                                           <C>                  <C>
ASSETS
Current assets:
  Cash and cash equivalents                                                    $            757    $          7,104
  Accounts receivable (net of allowance for doubtful accounts
    of $71 at September 28, 2003 and $65 at March 31, 2003)                               9,777               6,701
  Inventories                                                                            19,332              19,683
  Prepaid expenses and other current assets                                                 898               1,364
  Income tax receivable                                                                     226                 363
  Deferred income taxes                                                                   1,289               1,289
                                                                               ----------------    ----------------
    Total current assets                                                                 32,279              36,504
                                                                               ----------------    ----------------

Property, plant and equipment                                                            12,869              12,721
  Less accumulated depreciation                                                          10,583              10,372
                                                                               ----------------    ----------------
    Property, plant and equipment - net                                                   2,286               2,349
                                                                               ----------------    ----------------

Other assets:
  Deferred income taxes                                                                  30,053              30,712
  Other                                                                                  14,848              15,558
                                                                               ----------------    ----------------
    Total other assets                                                                   44,901              46,270
                                                                               ----------------    ----------------
    Total                                                                      $         79,466    $         85,123
                                                                               ================    ================

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
  Current portion of long-term debt                                            $             79    $             79
  Accounts payable - trade                                                                4,628               4,954
  Accrued compensation                                                                    1,813               2,847
  Accrued income taxes                                                                      174               2,460
  Other current liabilities                                                              10,219              15,003
                                                                               ----------------    ----------------
    Total current liabilities                                                            16,913              25,343
                                                                               ----------------    ----------------
Long-term debt payable to banks and others                                               54,930              53,487
                                                                               ----------------    ----------------
Deferred income taxes                                                                     1,598               1,332
                                                                               ----------------    ----------------
Other long-term liabilities                                                              10,478              11,601
                                                                               ----------------    ----------------
Redeemable common stock                                                                      --               1,283
                                                                               ----------------    ----------------
Stockholders' deficit:
  Preferred stock - authorized, 300,000 shares; none issued                                  --                  --
  Common stock - authorized, 14,700,000 shares of $.01 par value;
    issued 7,059,107 at September 28, 2003, and 7,018,299 at March 31, 2003                  71                  70
  Additional paid-in capital                                                             76,728              74,283
  Accumulated deficit                                                                   (71,791)            (72,993)
  Unearned compensation                                                                    (221)                (43)
                                                                               ----------------    ----------------
                                                                                          4,787               1,317
  Less treasury stock, at cost - (560,964 shares at September 28, 2003
    and March 31, 2003)                                                                  (9,240)             (9,240)
                                                                               ----------------    ----------------
    Total stockholders' deficit                                                          (4,453)             (7,923)
                                                                               ----------------    ----------------
    Total                                                                      $         79,466    $         85,123
                                                                               ================    ================
</TABLE>


See accompanying notes to unaudited consolidated financial statements.


                                       4
<PAGE>

                      STATEMENTS OF CONSOLIDATED CASH FLOWS
                                   (UNAUDITED)
                            (In Thousands of Dollars)

<TABLE>
<CAPTION>
                                                                                                SIX MONTHS ENDED
                                                                                    ---------------------------------------
                                                                                    SEPTEMBER 28, 2003   SEPTEMBER 29, 2002
                                                                                    ------------------   ------------------
<S>                                                                                 <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                                                  $          1,202     $         (5,983)
  Adjustments to reconcile net income (loss) to net cash used in
    operating activities:
    Loss from discontinued operations                                                              --                4,130
    Depreciation and amortization                                                               1,009                  873
    Net change in assets of discontinued companies                                                 --                  753
    Warrant mark to market adjustment                                                              --                1,219
    Noncash interest expense                                                                    1,537                1,358
    Increase (decrease) in provision for bad debt                                                   6                 (198)
    Changes in assets and liabilities:
      (Increase) decrease in accounts receivable and other receivables                         (2,938)               7,032
      Decrease (increase) in inventories                                                          351               (1,270)
      Decrease (increase) in deferred taxes net                                                   659               (2,509)
      Decrease (increase) in other assets                                                         428               (4,153)
      (Decrease) increase in accounts payable                                                    (326)                 110
      Decrease in accrued compensation                                                         (1,034)                (462)
      Decrease in income taxes payable                                                         (2,020)                (449)
      Decrease in other liabilities                                                            (5,100)                (580)
                                                                                     ----------------     ----------------
    Net cash used in operating activities                                                      (6,226)                (129)
                                                                                     ----------------     ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures                                                                             (159)                (437)
Proceeds from sales of businesses                                                                  --                6,425
Decrease in notes and other receivables                                                            --                 (223)
                                                                                     ----------------     ----------------
    Net cash (used in) provided by investing activities                                          (159)               5,765
                                                                                     ----------------     ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments on debt, net                                                                            --               (4,414)
Exercise of stock options and other                                                                38                  (95)
                                                                                     ----------------     ----------------
    Net cash provided by (used in) financing activities                                            38               (4,509)
                                                                                     ----------------     ----------------
(Decrease) increase in cash and cash equivalents                                               (6,347)               1,127
Cash and cash equivalents at beginning of period                                                7,104                   97
                                                                                     ----------------     ----------------
Cash and cash equivalents at end of period                                           $            757     $          1,224
                                                                                     ================     ================
Supplemental information:
  Interest payments                                                                  $          3,480     $         10,283
  Income tax payments                                                                $          2,098     $            188
  Increase in senior subordinated note for paid-in-kind interest expense             $          1,443     $          1,263
Increase in additional paid-in capital from warrant put expiration                   $          2,184     $             --
Noncash charge to equity from classification of warrants as financial derivatives    $             --     $          4,550
</TABLE>


See accompanying notes to unaudited consolidated financial statements.



                                        5
<PAGE>


              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 (In Thousands)

NOTE 1. Earnings (Loss) Per Share

      Basic earnings (loss) per share are computed by dividing net income (loss)
      by the weighted-average number of shares outstanding. Diluted earnings
      (loss) per share is computed by dividing net income (loss) by the sum of
      the weighted-average number of shares outstanding plus the dilutive effect
      of shares issuable through the exercise of stock options and warrants.

      The components of the denominator for basic earnings (loss) per common
      share and diluted earnings (loss) per common share are reconciled as
      follows:

<TABLE>
<CAPTION>
                                  Three Months Ended               Six Months Ended
                             ----------------------------    ----------------------------
                             September 28,   September 29,   September 28,   September 29,
                                 2003            2002            2003            2002
                             ------------    ------------    ------------    ------------
<S>                          <C>             <C>             <C>             <C>
      Basic Earnings
      (Loss) per Common
      Share:

      Weighted-average
      common stock out-
      standing for basic
      earnings (loss) per
      share calculation            6,647           6,197           6,647           6,194

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


      Diluted Earnings
      (Loss) per Common
      Share:

      Weighted-average
      common shares
      outstanding                  6,647           6,197           6,647           6,194

      Stock options and
      warrants*                       29              --              15              --
                              ----------      ----------      ----------      ----------

      Weighted-average
      common stock
      outstanding for
      diluted earnings
      (loss) per share
      calculation                  6,676           6,197           6,662           6,194
                              ==========      ==========      ==========      ==========
</TABLE>

    * Not including anti-dilutive stock options totaling 194 and 606 for the
      three and six month periods ended September 28, 2003, respectively and 53
      and 135 for the three and six month periods ended September 29, 2002,
      respectively. Also excluding anti-dilutive warrants totaling 428 for the
      three and six month periods ended September 29, 2002.



                                       6
<PAGE>

NOTE 2. Comprehensive Income (Loss)

      Comprehensive income (loss) for the three and six month periods ended
      September 28, 2003 and September 29, 2002 is summarized below.

<TABLE>
<CAPTION>
                                  Three Months Ended                Six Months Ended
                             ----------------------------     ----------------------------
                             September 28,   September 29,    September 28,   September 29,
                                 2003            2002             2003            2002
                             ------------    ------------     ------------    ------------
<S>                          <C>             <C>              <C>             <C>
      Net income (loss)      $        508    $     (5,235)    $      1,202    $     (5,983)

      Other comprehensive
       income (loss), net
       of tax:

      Foreign currency
      translation
      adjustment arising
      during period                    --              77               --             (86)

      Reclassification
      adjustment for sale
      of investment in
      foreign entity                   --           3,306               --           3,306
                             ------------    ------------     ------------    ------------
      Total comprehensive
      income (loss)          $        508    $     (1,852)    $      1,202    $     (2,763)
                             ============    ============     ============    ============
</TABLE>

NOTE 3. Stock Based Compensation

      Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" ("SFAS No. 123"), encourages, but does not require,
companies to record compensation cost for stock-based employee compensation
plans at fair value. The Company has chosen to continue to account for
stock-based compensation using the intrinsic value method prescribed in
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" and related interpretations. Accordingly, the Company records expense
in an amount equal to the excess, if any, of the quoted market price on the
grant date over the option price.

The following table includes as reported and proforma information required by
Statement of Financial Accounting Standards No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure. Proforma information is based on the
fair value method under SFAS No. 123.



                                       7
<PAGE>

<TABLE>
<CAPTION>
                                           Three Months Ended                 Six Months Ended
                                      -----------------------------     -----------------------------
                                      September 28,    September 29,    September 28,    September 29,
                                          2003             2002             2003             2002
                                      ------------     ------------     ------------     ------------
<S>                                   <C>              <C>              <C>              <C>
Net income (loss) as reported         $        508     $     (5,235)    $      1,202     $     (5,983)

Deduct: Total stock-based
compensation expense
determined under fair value
based method, net of taxes                     (47)             (56)             (86)            (112)
                                      ------------     ------------     ------------     ------------

Proforma net income (loss)            $        461     $     (5,291)    $      1,116     $     (6,095)
                                      ============     ============     ============     ============
Basic earnings (loss) per share:
    As reported                       $       0.08     $      (0.85)    $       0.18     $      (0.97)
    Proforma                          $       0.07     $      (0.85)    $       0.17     $      (0.98)

Diluted earnings (loss) per share:
    As reported                       $       0.08     $      (0.85)    $       0.18     $      (0.97)
    Proforma                          $       0.07     $      (0.85)    $       0.17     $      (0.98)
</TABLE>


NOTE 4. Inventories

      Inventories are summarized as follows:

<TABLE>
<CAPTION>
                             September 28, 2003    March 31, 2003
                             ------------------   ----------------
<S>                          <C>                  <C>
      Finished goods          $              1    $              2

      Work in process                    5,822               6,105

      Purchased and
        manufactured parts              13,509              13,576
                              ----------------    ----------------


      Total                   $         19,332    $         19,683
                              ================    ================
</TABLE>



                                       8
<PAGE>

NOTE 5. Discontinued Operations

During fiscal 2001, the Company implemented a restructuring plan to focus its
resources and capital on the aerospace and defense products business and exit
the specialty fastener segment. As a result, discontinued operations include all
of the remaining operations related to its specialty fastener segment and Norco,
Inc., the net assets of which were sold on February 24, 2003. There were no
operating results from discontinued operations in fiscal 2004.

      Net sales and losses from the discontinued operations for the comparable
      periods in fiscal 2003 were as follows:

<TABLE>
<CAPTION>
                                  Three Months          Six Months
                                     Ended                Ended
                               September 29, 2002   September 29, 2002
                               ------------------   ------------------
<S>                            <C>                  <C>
      Net sales                 $         11,876     $         31,482
                                ================     ================

      Loss from discontinued
      operations before
      income taxes                        (5,110)              (6,105)

      Income tax benefits                  1,587                1,975
                                ----------------     ----------------

      Loss from discontinued
      operations                $         (3,523)    $         (4,130)
                                ================     ================
</TABLE>

The $4.1 million loss from discontinued operations for the six months ended
September 29, 2002 included actual operating income of $4.5 million from
discontinued operations, allocated interest expense of $3.6 million, a $1.9
million charge to reflect the amounts ultimately realized from sales of
discontinued business units, a noncash charge of $4.9 million associated with
the recognition of accumulated currency translation losses from the sale of our
Brazilian operation, a cash charge of $0.2 million from the final settlement of
our interest rate swap contracts, and a tax benefit of $2.0 million.

NOTE 6. Long-Term Debt Payable to Banks and Others

      Long-term debt payable to banks and others, including current maturities,
      consisted of the following:

<TABLE>
<CAPTION>
                                             September 29,     March 31,
                                                 2003            2003
                                             ------------    ------------

<S>                                 <C>      <C>             <C>
      Senior Subordinated Notes     18.5%    $     54,772    $     53,329

      Other                                           237             237
                                             ------------    ------------
                                                   55,009          53,566

      Less current maturities                          79              79
                                             ------------    ------------

      Total long-term debt                   $     54,930    $     53,487
                                             ============    ============
</TABLE>



                                       9
<PAGE>

SENIOR CREDIT FACILITY

At September 28, 2003, the Company had a senior credit facility consisting of an
$8.0 million asset based revolving credit facility which was established in
August 2002 (the "New Senior Credit Facility") to refinance all remaining
obligations outstanding under our prior senior credit facility. The New Senior
Credit Facility was amended on August 5, 2003. The maturity date of this
facility is January 31, 2004. The current interest rate is approximately 5.0%.
The New Senior Credit Facility is secured by all of the Company's assets. The
Company is in compliance with the provisions of the facility. There were no
borrowings outstanding under the facility at September 28, 2003.

SENIOR SUBORDINATED NOTES

On August 30, 2000, the Company completed a private placement of $75 million of
senior subordinated notes (the "Notes") and warrants to purchase shares of the
Company's common stock (the "Warrants") to a group of institutional investors
(collectively, the "Purchasers"). The Company used the proceeds of the private
placement to retire, in full, a $75 million bridge loan held by a group of
lenders led by Fleet National Bank. The Notes, as amended in August 2002, are
due on August 29, 2005 and bear interest at a rate of 18% per annum consisting
of 13% cash interest on principal, payable quarterly, and 5% interest on
principal, payable quarterly in "payment-in-kind" ("PIK") promissory notes. The
PIK portion of the interest rate increases 0.25% each quarter until we retire
the notes. The Company may prepay the Notes after August 29, 2001, at a premium
initially of 9%, declining to 5%, 3%, and 1% on each of the next succeeding
anniversaries of that date. The Notes contain customary financial covenants and
events of default, including a cross-default provision to our senior debt
obligations. The Company is in compliance with the provisions of the Notes. At
September 28, 2003, the principal balance outstanding on the notes amounted to
$54.8 million, which included the original principal amount plus the PIK notes.
At March 31, 2003, the Company reported redeemable common stock in the amount of
$1.3 million representing the per share put right (257,000 shares at $5.00 per
share) held by certain Purchasers who had exercised their Warrants. The put
right on approximately 211,000 shares expired on June 24, 2003 and, accordingly,
the Company reclassified $1.1 million from redeemable common stock to additional
paid-in capital with the remainder of the redeemable common stock being
reclassified to long-term debt to reflect the exercise of the put by a
Purchaser. Subsequent to the end of the first quarter of fiscal 2004, the
Purchaser in question revoked its put exercise and that portion was reclassified
to additional paid in capital in the second quarter. In addition, the put right
on 171,041 Warrants expired and, accordingly, $0.9 million representing the cash
value of the put right on these Warrants was reclassified from a liability
account to additional paid-in capital in the first quarter of fiscal 2004. At
September 28, 2003, there were 171,041 Warrants outstanding which are each
convertible into common stock at the price $.01 per warrant. All of the Warrants
were considered to be common stock equivalents for the purpose of calculating
earnings per share at September 28, 2003.

The Company has long-term debt maturities of $0.1 million, $54.9 million and
$0.1 million in 2004, 2005 and 2006, respectively.

NOTE 7. New Accounting Standards

In December 2002, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 148, "Accounting for Stock-Based Compensation -- Transition and Disclosure"
("SFAS 148") which amends SFAS No. 123. This statement provides alternative
methods of transition for a voluntary change to the fair value-based method of
accounting for stock-based employee compensation and amends the disclosure
requirements of SFAS No. 123. The transition guidance and disclosure
requirements are effective for fiscal years ending after December 15, 2002. The
Company has adopted the disclosure requirements and expects that the adoption of
this statement will not have a material effect on the Company's financial
position or results of operations.





                                       10
<PAGE>
NOTE 8. Contingencies

As previously reported, the Company is subject to an investigation being
conducted by the Newark, New Jersey office of the United States Attorney with
respect to the Company's overhaul and repair operations. The Company has to date
and will continue to cooperate fully with the government's investigation. In
addition, the Board of Directors has retained a fact finding and forensic
accounting firm, The Bradlau Group, Morristown, New Jersey, to perform an
independent process review and evaluation of the overhaul and repair operations
the Company's Breeze-Eastern business. The Board of Directors has indicated that
it intends to share the findings of this independent process review and
evaluation with the United States Attorney's office. The findings of The Bradlau
Group were not complete as of the date of this filing. The investigation has had
no impact, and the Company does not expect an impact, on its ability to
manufacture and ship products and meet customer delivery schedules. As of this
date, the US Attorney's investigation is continuing and the Company has not been
made aware of any specific violations resulting from that investigation.

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

GENERAL

We design, develop, and manufacture sophisticated lifting equipment for
specialty aerospace and defense applications. With over 50% of the global
market, we have long been recognized as the world's largest designer and leading
supplier of performance-critical rescue hoists and cargo-hook systems. We also
manufacture weapons-handling systems, cargo winches, tie-down equipment, and
tow-hook assemblies. Marketed under the trade name "Breeze-Eastern", our
products are designed to be efficient and reliable in extreme operating
conditions. Our equipment is used to complete rescue operations and military
insertion/extraction operations, move and transport cargo, and load weapons onto
aircraft and ground-based launching systems.

Beginning in fiscal 2001, we implemented a restructuring plan to focus our
resources and capital on our specialty aerospace and defense products business
and exit the specialty fastener segment. On February 24, 2003, we completed the
sale of the business and substantially all of the assets of our subsidiary,
Norco, Inc., to Marathon Power Technologies Company, a division of TransDigm
Inc., for cash consideration of $51.0 million, subject to post-closing
adjustments. This transaction completed our divestiture program. As a result,
our discontinued operations for the three and six month periods ended September
29, 2002 includes Norco and all of the operations related to our Specialty
Fastener segment, including the TransTechnology Engineered Rings retaining rings
businesses, Aerospace Rivet Manufacturers Corp. and TCR Corporation. Of the
operations included in discontinued operations prior to fiscal 2003, only
TransTechnology Engineered Rings USA, Inc., TransTechnology (GB),
TransTechnology Brasil, Aerospace Rivet Manufacturers Corp., TCR Corporation and
Norco, Inc. were carried into fiscal 2003.

All discussions related to our ongoing operations, or to TransTechnology
Corporation, which include our results of operations, refer only to continuing
operations, which consists of our Breeze-Eastern business. We discuss our
discontinued operations separately under the heading " -- Divestitures and
Discontinued Operations."

All references to fiscal 2004 in this Management's Discussion and Analysis of
Financial Condition and Results of Operations refer to the fiscal year ending
March 31, 2004, and all references to fiscal 2003, 2002, and 2001 refer to the
fiscal years ended March 31.

As previously reported, we are subject to an investigation being conducted by
the Newark, New Jersey office of the United States Attorney with respect to the
Company's overhaul and repair operations. We have to date and will continue to
cooperate fully with the government's investigation. In addition, the Board of
Directors has retained a fact finding and forensic accounting firm, The Bradlau
Group, Morristown, New Jersey, to perform an independent process review and
evaluation of the overhaul and repair operations of our Breeze-Eastern business.
The Board of Directors has indicated that it intends to share the findings of
this independent process review and evaluation with the United States Attorney's
office. The findings of The Bradlau Group were not complete as of the date of
this filing. Once the Board of Directors has received and evaluated the report
we expect that our independent accountants will be able to complete their review
of this form 10-Q. The investigation has had no impact, and we do not expect an
impact, on our ability to manufacture and ship products and meet customer
delivery schedules. As of this date, the US Attorney's investigation is
continuing and we have not been made aware of any specific violations resulting
from that investigation.

DIVESTITURES AND DISCONTINUED OPERATIONS

During fiscal 2001, we implemented a restructuring plan to focus our resources
and capital on our aerospace and defense products business and exit the
specialty fastener segment. As a result, our discontinued operations include all
of the operations related to our specialty fastener segment. Our discontinued
operations also include Norco, Inc., which we previously included in our
aerospace and defense products segment.



                                       11
<PAGE>

On April 16, 2002, we sold Aerospace Rivet Manufacturers Corporation to Allfast
Fastening Systems, Inc. for $3.2 million in cash. We used the net proceeds of
the sale to repay borrowings outstanding under our prior senior credit
agreement.

On May 30, 2002, we completed the sale of substantially all of the net assets of
TransTechnology Engineered Rings USA, Inc., to a newly formed affiliate of Sea
View Capital LLC for $2.9 million in cash, a promissory note of $0.8 million and
warrants for 5% of the equity of the purchaser. We used the net proceeds of the
sale to repay borrowings outstanding under our prior senior credit agreement.

On July 16, 2002, we completed the recapitalization of our TransTechnology (GB)
Ltd. subsidiary, now known as Cirteq, Ltd., by selling 81% of its shares to a
new entity controlled by local management for $121 (one hundred twenty-one
dollars). We also converted $2.0 million of unsecured intercompany debt into a
$2.0 million loan secured by a first lien on Cirteq's real property in Glusburn,
England.

On August 6, 2002, we completed the sale of all of the shares of TransTechnology
Brasil, Ltda. for $742,000, of which $325,000 was paid in cash and the balance
in installment payments. We also will be paid $258,000 of intracompany debt due
from the Brazilian unit. We used the net proceeds of the sale to repay
borrowings outstanding under our prior senior credit agreement.

On January 3, 2003, we completed the sale of the business and substantially all
of the assets of our wholly owned subsidiary, TCR Corporation, to a newly formed
affiliate of Mid-Mark Capital LLC for $10.0 million in cash. We used the net
proceeds of the sale to repay borrowings outstanding under our New Senior Credit
Facility.

On February 24, 2003, the Company sold Norco Inc. for $51.0 million cash and a
$1.0 million reimbursement for certain income taxes payable as a result of the
transaction to a wholly owned subsidiary of TransDigm Inc. The net cash proceeds
were used to retire senior debt under the New Senior Credit Facility and
partially repay subordinated debt under the Notes.

For the first six months of fiscal 2003 the $4.1 million loss from discontinued
operations included actual operating income of $4.5 million from discontinued
operations, allocated interest expense of $3.6 million, a $1.9 million charge to
reflect the amounts ultimately realized from sales of discontinued business
units, a noncash charge of $4.9 million associated with the recognition of
accumulated currency translation losses from the sale of our Brazilian
operation, a cash charge of $0.2 million from the final settlement of our
interest rate swap contracts, and a tax benefit of $2.0 million.

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 28, 2003 COMPARED WITH THREE MONTHS ENDED SEPTEMBER
29, 2002

Net sales. Our net sales increased to $16.3 million for the second quarter of
fiscal 2004, a 38% increase over sales of $11.9 million for the second quarter
of fiscal 2003. This increase in sales is the result of higher shipments of
hoists and weapons handling equipment for military agencies.

Gross profit. Gross profit increased 23% to $6.8 million for the second quarter
of fiscal 2004 from $5.5 million for the second quarter of fiscal 2003.
Generally, repair and overhaul services and spare parts sales have higher gross
margins than sales of new equipment or engineering services. As a


                                       12
<PAGE>

result of a sales mix that was more heavily weighted in favor of new equipment
sales due to the timing of shipments to meet customer demands, we recorded gross
margins for the second quarter of fiscal 2004 which are more in line with
our-long term targeted gross margin. Generally, we cannot predict changes in our
product mix between aftermarket sales and new equipment sales for any given
period because the changes result primarily from the timing of our customers'
orders, over which we have little control.

General, administrative and selling expenses. General, administrative and
selling expenses decreased 17% to $3.5 million in the second quarter of fiscal
2004 from $4.3 million in the second quarter of fiscal 2003. This decrease was
primarily due to lower corporate office expenses during fiscal 2004 which was
mostly due to the restructuring of the corporate office that began in the fourth
quarter of fiscal 2001.

Operating income. Operating income (gross profit less general, administrative
and selling expenses) increased 167% to $3.2 million in the second quarter of
fiscal 2004 from $1.2 million in the second quarter of fiscal 2003. This
increase was mainly due to a higher sales volume, the benefit of spreading fixed
costs over a larger sales volume, and the reduction in corporate office
expenses.

Interest expense. Interest expense increased $0.6 million to $2.6 million in the
second quarter of fiscal 2004 from $2.0 million in the second quarter of fiscal
2003, as a result of the allocation formula we are required to use under GAAP to
apportion interest expense between continuing and discontinued operations. We
base this allocation formula upon the net asset balances attributable to
continuing and discontinued operations. Total interest expense for the second
quarter of fiscal 2004 decreased $1.3 million to $2.6 million from $3.9 million
for the second quarter of fiscal 2003 due to the retirement of debt with the
proceeds from divestitures and other internally generated sources of cash.

Net income. We earned net income of $0.5 million in the second quarter of fiscal
2004, versus a loss of $5.2 million in the second quarter of fiscal 2003, which
primarily resulted from the reasons discussed above.

New orders. New orders received in the second quarter of fiscal 2004 totaled
$8.3 million, which represents a 33% decrease from new orders of $12.4 million
in the second quarter of fiscal 2003.

Backlog. Backlog at September 28, 2003 was $43.8 million, down $2.4 million from
$46.2 million at March 31, 2003. We measure backlog by the amount of products or
services that our customers have committed by contract to purchase from us as of
a given date. Because we shipped a substantial amount of HLU-196 bomb hoists
during the quarter, our book-to-bill ratio for the second quarter of fiscal 2004
was 0.51, compared to 1.05 for the second quarter of fiscal 2003. Cancellations
of purchase orders or reductions of product quantities in existing contracts,
although seldom occurring, could substantially and materially reduce our
backlog. Therefore, our backlog may not represent the actual amount of shipments
or sales for any future period.

SIX MONTHS ENDED SEPTEMBER 28, 2003 COMPARED WITH SIX MONTHS ENDED SEPTEMBER 29,
2002

Net sales. Our net sales increased to $32.5 million for the first six months of
fiscal 2004, a 26% increase over sales of $25.7 million for the first six months
of fiscal 2003. This increase in sales is the result of higher shipments of
hoists and weapons handling equipment for military agencies.

Gross profit. Gross profit increased 21% to $14.1 million for the first six
months of fiscal 2004 from $11.7 million for the first six months of fiscal
2003. The increase in gross profit is due to the


                                       13
<PAGE>

increase in sales. The gross margin for the first six months of fiscal 2004 at
43% was down slightly from the prior period's margin of 45% due mainly to a
significant amount of HLU-196 bomb hoists, which carry a lower gross margin than
other new equipment, being shipped in fiscal 2004. Generally, we cannot predict
changes in our product mix between aftermarket sales and new equipment sales for
any given period because the changes result primarily from the timing of our
customers' orders, over which we have little control.

General, administrative and selling expenses. General, administrative and
selling expenses decreased 7% to $7.3 million in the first six months of fiscal
2004 from $7.9 million in the first six months of fiscal 2003. This decrease was
mainly due to lower corporate office expenses during fiscal 2004 which was
primarily due to the restructuring of the corporate office that began in the
fourth quarter of fiscal 2001.

Operating income. Operating income (gross profit less general, administrative
and selling expenses) increased 78% to $6.8 million in the first six months of
fiscal 2004 from $3.8 million in the first six months of fiscal 2003. This
increase mainly was due to a higher sales volume, the benefit of spreading fixed
costs over a larger sales volume, and the reduction in corporate office
expenses.

Interest expense. Interest expense increased $1.0 million to $5.1 million in the
first six months of fiscal 2004 from $4.1 million in the first six months of
fiscal 2003, as a result of the allocation formula we are required to use under
GAAP to apportion interest expense between continuing and discontinued
operations. We base this allocation formula upon the net asset balances
attributable to continuing and discontinued operations. Total interest expense
for the first six months of fiscal 2004 decreased $2.7 million to $5.1 million
from $7.8 million for the first six months of fiscal 2003 due to the retirement
of debt with the proceeds from divestitures and other internally generated
sources of cash.

Net income. We earned net income of $1.2 million in the first six months of
fiscal 2004, versus a loss of $6.0 million in the first six months of fiscal
2003, which primarily resulted from the reasons discussed above.

New orders. New orders received in the first six months of fiscal 2004 totaled
$30.0 million, which is slightly above the new orders of $29.8 million in the
first six months of fiscal 2003.

Backlog. Backlog at September 28, 2003 was $43.8 million, down $2.4 million from
$46.2 million at March 31, 2003. We measure backlog by the amount of products or
services that our customers have committed by contract to purchase from us as of
a given date. Our book-to-bill ratio for the first six months of fiscal 2004 was
0.93, compared to 1.16 for the first six months of fiscal 2003. Cancellations of
purchase orders or reductions of product quantities in existing contracts,
although seldom occurring, could substantially and materially reduce our
backlog. Therefore, our backlog may not represent the actual amount of shipments
or sales for any future period.

LIQUIDITY AND CAPITAL RESOURCES

Our liquidity requirements depend on a number of factors, many of which are
beyond our control, including the timing of production under our long-term
contracts with the U.S. Government. Although we have infrequently received
payments on these government contracts based on performance milestones, as is
the case with our contract with the U.S. Navy for the HLU-196 Bomb Hoist, our
working capital needs fluctuate between periods as a result of changes in
program status and the timing of payments by program. Additionally, as our sales
are generally made on the basis


                                       14
<PAGE>

of individual purchase orders, our liquidity requirements vary based on the
timing and volume of these orders.

Our restructuring and divestiture program has had a substantial impact upon our
financial condition through September 28, 2003, as we reduced debt with the
proceeds of the divestitures and lowered costs as a result of the corporate
office restructuring. At September 28, 2003, there was no indebtedness
outstanding under our New Senior Credit Facility.

As previously reported, the New York Stock Exchange (NYSE) notified us that the
company had fallen below the NYSE continued listing standards requiring total
market capitalization of not less than $50 million over a 30-day trading period
and total stockholders' equity of not less than $50 million. We submitted to the
NYSE a plan to comply with the listing standards, and announced on July 7, 2003
that the NYSE has accepted the company's proposed plan.

WORKING CAPITAL

Our working capital at September 28, 2003, was $15.4 million, compared to $11.2
million at March 31, 2003. The ratio of current assets to current liabilities
was 1.9 to 1.0 at September 28, 2003, compared to 1.4 to 1.0 at March 31, 2003.

Working capital changes during the first six months of fiscal 2004, resulted
from a decrease in cash of $6.3 million, an increase in accounts receivable of
$3.1 million, a decrease in inventories of $0.4 million, a decrease in prepaid
expenses and other current assets of $0.6 million, a decrease in accrued income
taxes of $2.3 million and a decrease in other current liabilities of $4.8
million. The increase in accounts receivable was due to strong sales at the end
of the second quarter fiscal 2004. The decrease in inventory was largely due to
increased sales and the decrease in prepaid expenses and other current assets
was due primarily to receipt of a cash payment related to a divestiture. The
decrease in accrued income taxes was due to the payment of taxes related to the
sale of Norco and the decrease in other current liabilities of $4.8 million was
due mainly to the shipment of the HLU-196 bomb hoists against customer advances
and payment of obligations related to divestitures. The number of days that
sales were outstanding in accounts receivable increased to 39.2 days at
September 28, 2003, from 31.8 days at March 31, 2003. Inventory turnover
increased to 1.90 turns from 1.55 turns for fiscal 2003.

CAPITAL EXPENDITURES

Our capital expenditures were $159 thousand for the first six months of fiscal
2004, compared to $437 thousand for the first six months of fiscal 2003.
Projects budgeted in fiscal 2004 include refurbishment of the offices and the
initial phase of installing a new ERP system.

In fiscal 2004, capital expenditures are expected to be in a range of $1.1 - 1.4
million.



                                       15
<PAGE>

SENIOR CREDIT FACILITY

At September 28, 2003, our New Senior Credit Facility consisted of an $8.0
million asset based revolving credit facility which was established in August
2002 to refinance all remaining obligations outstanding under our prior senior
credit facility. The New Senior Credit Facility was amended on august 5, 2003.
The maturity date of this facility is January 31, 2004. The current interest
rate is approximately 5.0%. The New Senior Credit Facility is secured by all of
our assets. We are in compliance with the provisions of the facility. There were
no borrowings outstanding under the facility at September 28, 2003.

SENIOR SUBORDINATED NOTES

On August 30, 2000, we completed a private placement of $75 million of senior
subordinated notes (the "Notes") and warrants to purchase shares of our common
stock (the "Warrants") to a group of institutional investors (collectively, the
"Purchasers"). We used the proceeds of the private placement to retire, in full,
a $75 million bridge loan held by a group of lenders led by Fleet National Bank.
The Notes, as amended in August 2002, are due on August 29, 2005 and bear
interest at a rate of 18% per annum consisting of 13% cash interest on
principal, payable quarterly, and 5% interest on principal, payable quarterly in
"payment-in-kind" ("PIK") promissory notes. The PIK portion of the interest rate
increases 0.25% each quarter until we retire the notes. We may prepay the Notes
after August 29, 2001, at a premium initially of 9%, declining to 5%, 3%, and 1%
on each of the next succeeding anniversaries of that date. The Notes contain
customary financial covenants and events of default, including a cross-default
provision to our senior debt obligations. The Company is in compliance with the
provisions of the Notes. At September 28, 2003, the principal balance
outstanding on the notes amounted to $54.8 million, which included the original
principal amount plus the PIK notes. At March 31, 2003 we reported redeemable
common stock in the amount of $1.3 million representing the per share put right
(257,000 shares at $5.00 per share) held by certain Purchasers who had exercised
their warrants. The put right on approximately 211,000 shares expired on June
24, 2003 and, accordingly, we reclassified $1.1 million from redeemable common
stock to additional paid-in capital with the remainder of the redeemable common
stock being reclassified to long-term debt to reflect the exercise of the put by
a Purchaser. Subsequent to the end of the first quarter of fiscal 2004, the
Purchaser revoked the put exercise and that portion was reclassified to
additional paid in capital in the second quarter of fiscal 2004. In addition,
the put right on 171,041 warrants expired and, accordingly, $0.9 million
representing the cash value of the put right on these warrants was reclassified
from a liability account to additional paid-in capital in the first quarter of
fiscal 2004. At September 28, 2003, there were 171,041 Warrants outstanding
which are each convertible into common stock at the price $.01 per warrant. All
of the Warrants were considered to be common stock equivalents for the purpose
of calculating earnings per share at September 28, 2003.

We have long-term debt maturities of $0.1 million, $54.9 million and $0.1
million in 2004, 2005 and 2006, respectively.

Our operations require significant amounts of cash, and we may be required to
seek additional capital, whether from selling equity or borrowing money, for the
future growth and development of our business or to fund our operations and
inventory, particularly in the event of a market downturn. Although currently we
have the ability to borrow additional sums under our New Senior Credit Facility,
this facility contains a borrowing base provision and financial covenants which
may limit the amount we can borrow under our senior credit facility or from
other sources. Also, we may not be able to replace or renew the New Senior
Credit Facility upon its expiration on terms that are favorable to us. In
addition, a number of factors could affect our ability to access debt or equity


                                       16
<PAGE>

financing, including our financial strength and credit rating, the financial
market's confidence in our management team and financial reporting, general
economic conditions, the conditions in the defense and aerospace industries and
overall capital market conditions.

The Company was in the process of securing a refinancing of its debt through
various financial institutions. As previously reported, representatives of the
financial institutions participating in such refinancing have been made aware of
the investigation by the United States Attorney, as well as the independent
review and audit by the forensic accounting firm. Those financial institutions
have advised the Company that the refinancing process would not be completed
until after a report of the forensic accounting firm is issued. There can be no
assurance as to when the refinancing process will begin again or that such
refinancing can be successfully completed on terms and conditions acceptable to
the Company.

Even if available, additional financing could be costly or have adverse
consequences. If we raise additional funds by issuing stock, dilution to
stockholders may result. If we raise additional funds by incurring debt, we will
incur increased debt servicing costs and may become subject to additional
restrictive financial and other covenants. We can give no assurance as to the
terms or availability of additional capital. If we were not successful in
obtaining sufficient capital, it could reduce our sales and earnings and
adversely impact our financial position and we may not be able to expand or
operate our business as planned.

TAX BENEFITS FROM NET OPERATING LOSSES

At September 28, 2003, we had federal and state net operating loss
carryforwards, or NOLs, of approximately $50.4 million and $73.9 million,
respectively, which are due to expire in 2004 through 2023. These NOLs may be
used to offset future taxable income through their respective expiration dates
and thereby reduce or eliminate our federal and state income taxes otherwise
payable. The Internal Revenue Code of 1986, as amended (the "Code") imposes
significant limitations on the utilization of NOLs in the event of an "ownership
change" as defined under Section 382 of the Code (the "Section 382 Limitation").
The Section 382 Limitation is an annual limitation on the amount of
pre-ownership NOLs that a corporation may use to offset its post-ownership
change income. The Section 382 Limitation is calculated by multiplying the value
of a corporation's stock immediately before an ownership change by the long-term
tax-exempt rate (as published by the Internal Revenue Service). Generally, an
ownership change occurs with respect to a corporation if the aggregate increase
in the percentage of stock ownership by value of that corporation by one or more
5% shareholders (including specified groups of shareholders who in the aggregate
own at least 5% of that corporation's stock) exceeds 50 percentage points over a
three-year testing period. We believe that we have not gone through an ownership
change that would cause our NOLs to be subject to the Section 382 Limitation.

SUMMARY DISCLOSURE ABOUT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

The following table reflects a summary of our contractual cash obligations for
the next several years:

<TABLE>
<CAPTION>
(DOLLARS IN THOUSANDS)                                                    2008 AND
                            2004        2005        2006        2007     THEREAFTER     TOTAL
                          --------    --------    --------    --------   ----------   --------
<S>                       <C>         <C>         <C>         <C>        <C>          <C>
      Long-Term Debt      $     79    $ 54,851    $     79    $     --    $     --    $ 55,009
      Operating Leases         128         116         114          61          22         441
                          --------    --------    --------    --------    --------    --------
           Total          $    207    $ 54,967    $    193    $     61    $     22    $ 55,450
                          ========    ========    ========    ========    ========    ========
</TABLE>



                                       17
<PAGE>

In addition, we have divested ten businesses since March 31, 2001. Under the
terms of the agreements associated with the sales of those businesses, we have
agreed to indemnify the purchasers for certain damages that might arise in the
event that a representation we made with respect to the divested business is
found to have contained a material misstatement, subject in each case to a
customary cap on the indemnification amount and customary limitations on the
survivability of the representations made. As of the date of this report, we
have no unresolved claims for indemnification with respect to these divested
businesses. Additionally, the terms of these divestiture agreements generally
require the calculation of purchase price adjustments based upon the amount of
working capital or net assets transferred at the closing date. In the case of
each divestiture completed as of the filing date, all purchase price adjustments
have been agreed and paid.

INFLATION

While neither inflation nor deflation has had, and we do not expect it to have,
a material impact upon operating results, we cannot assure you that our business
will not be affected by inflation or deflation in the future.

ENVIRONMENTAL MATTERS - During the fourth quarter of fiscal 2000, we presented
an environmental cleanup plan for a portion of a site in Pennsylvania which the
Company continues to own although the related business has been sold. This plan
was submitted pursuant to the Consent Order and Agreement with the Pennsylvania
Department of Environmental Protection ("PaDEP") concluded in fiscal 1999.
Pursuant to the Consent Order, upon its execution we paid $0.2 million for past
costs, future oversight expenses and in full settlement of claims made by PaDEP
related to the environmental remediation of the site with an additional $0.2
million paid in fiscal 2001. A second Consent Order was concluded with PaDEP in
the third quarter of fiscal 2001 for another portion of the site, and a third
Consent Order for the remainder of the site was concluded in the third quarter
of fiscal 2003. We are also administering an agreed settlement with the Federal
government under which the government pays 50% of the environmental response
costs associated with a portion of the site. We have also reached an agreement
in principle with the Federal government and are in the process of finalizing
the necessary documentation under which the Federal government will pay 45% of
the environmental response costs associated with another portion of the site. At
September 28, 2003, our cleanup reserve was $2.0 million based on the net
present value of future expected cleanup costs. We expect that remediation at
the Pennsylvania site will not be completed for several years.

We also continue to participate in environmental assessments and remediation
work at nine other locations, including former facilities of the company. We
estimate that the potential cost for implementing corrective action at these
sites will not exceed $0.5 million payable over the next several years, and have
provided for the estimated costs in our accrual for environmental liabilities.
In addition, in the first quarter of fiscal 2003, we entered into a consent
order for a former facility in New York pursuant to which we are developing a
remediation plan for review and approval by the New York Department of
Environmental Conservation. We have established a reserve of $2.5 million for
this site which we believe is adequate.

In addition, we have been named as a potentially responsible party in eight
environmental proceedings pending in several other states in which it is alleged
that we were a generator of waste that was sent to landfills and other treatment
facilities and, as to several sites, it is alleged that we were an owner or
operator. Such properties generally relate to businesses which have been sold or
discontinued. We estimate that the expected future costs, and our estimated
proportional share of


                                       18
<PAGE>

remedial work to be performed, associated with these proceedings will not exceed
$0.2 million and we have provided for these estimated costs in our accrual for
environmental liabilities.

LITIGATION - We are also engaged in various other legal proceedings incidental
to our business. It is our opinion that, after taking into consideration
information furnished by our counsel, the above matters will have no material
effect on our consolidated financial position or the results of our operations
in future periods.

RECENTLY ISSUED ACCOUNTING STANDARDS
In December 2002, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 148, "Accounting for Stock-Based Compensation -- Transition and Disclosure"
("SFAS 148") which amends SFAS No. 123. This statement provides alternative
methods of transition for a voluntary change to the fair value-based method of
accounting for stock-based employee compensation and amends the disclosure
requirements of SFAS No. 123. The transition guidance and disclosure
requirements are effective for fiscal years ending after December 15, 2002. Our
company has adopted the disclosure requirements and expects that the adoption of
this statement will not have a material effect on our Company's financial
position or results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to various market risks that primarily consist of changes in
interest rates associated with the New Senior Credit Facility. There are no
borrowings under the New Senior Credit Facility at September 28, 2003.

ITEM 4. CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's Exchange Act
reports is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is accumulated
and communicated to the Company's management, including its Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure. In designing and evaluating the disclosure
controls and procedures, management recognized that any controls and procedures,
no matter how well designed and operated, can provide only reasonable assurance
of achieving the desired control objectives, and management necessarily was
required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures. Also, the Company has investments in certain
unconsolidated entities. As the Company does not control or manage these
entities, its disclosure controls and procedures with respect to such entities
are necessarily substantially more limited than those it maintains with respect
to its consolidated subsidiaries.

Within 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company`s
management, including the Company's Chief Executive Officer and the Company's
Chief Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures. Based on the foregoing, the
Company's Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures were effective.

There have been no significant changes in the Company's internal controls or in
other factors that could significantly affect the internal controls subsequent
to the date the Company completed its evaluation.



                                       19
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

      We are engaged in various legal proceedings incidental to our business. It
      is the opinion of management that, after taking into consideration
      information furnished by our counsel, these matters will not have a
      material effect on our consolidated financial position or the results of
      our operations in future periods.

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

      At our annual stockholders' meeting, held on July 17, 2003, as seven of
      our directors nominated for reelection were reelected for a term of one
      year.

      The results of the voting on the election of directors were as follows:

<TABLE>
<CAPTION>
                                   FOR               WITHHELD
<S>                                <C>               <C>
      Gideon Argov                 6,024,784         77,962
      Michael J. Berthelot         6,070,412         32,334
      Thomas V. Chema              6,086,934         15,812
      Jan Naylor Cope              6,085,834         16,912
      John H. Dalton               6,087,934         14,812
      William J. Recker            6,024,484         78,262
      Robert L.G. White            6,075,384         27,362
</TABLE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

      31.1  Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
            2002.

      31.2  Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
            2002.

      32    Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
            2002.

(b)   Form 8-K

      On July 23, 2003 the Registrant filed an 8-K which furnished the July 16,
      2003 press release announcing its financial results for the first quarter
      of fiscal year ending March 31, 2004.




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<PAGE>


                                   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 thereunto duly authorized.

                                  TRANSTECHNOLOGY CORPORATION
                                         (Registrant)

Dated: November 12, 2003              By: /s/ Joseph F. Spanier
                                          ------------------------------------
                                          Joseph F. Spanier, Vice President
                                          Treasurer and Chief Financial Officer*


 *On behalf of the Registrant and as Principal Financial and Accounting Officer.



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