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                                                                Exhibit 10(a)(3)

                                 AMENDMENT NO. 2
                                       TO
                                CREDIT AGREEMENT


     AMENDMENT NO. 2, dated as of February 4, 2003 (this "Amendment"), to the
Credit Agreement dated as of November 8, 2002 (as amended, restated, modified or
otherwise supplemented, from time to time, the "Credit Agreement") by and among
EDO CORPORATION, a New York corporation ("EDO"), AIL SYSTEMS INC., a Delaware
corporation ("AIL"), jointly and severally, (EDO and AIL, each a "Company" and
collectively the "Companies"), CITIBANK, N.A., as Administrative Agent and as a
Lender, FLEET NATIONAL BANK, as Syndication Agent and as a Lender, WACHOVIA
BANK, N.A., as Documentation Agent and as a Lender, and the other Lenders party
thereto.

     WHEREAS, the Companies, the Administrative Agent and the Required Lenders
have agreed, subject to the terms and conditions of this Amendment, to amend a
certain provision of the Credit Agreement as set forth herein;

     NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:

1.       Amendment.
         ---------

     (a) Section 7.12(a) of the Credit Agreement is hereby amended and restated
in its entirety to be and read as follows:

              (a) Consolidated Tangible Net Worth plus Subordinated Debt. Permit
Consolidated Tangible Net Worth plus Consolidated Subordinated Debt at the last
day of any fiscal quarter to be less than the amount set forth below opposite
the applicable period in which the fiscal quarter occurs.

         Period                                           Amount
         ------                                           ------

         Closing Date through December 30, 2002           $200,000,000

         December 31, 2002 through December 30, 2003      $175,000,000

         December 31, 2003 through December 30, 2004      $200,000,000

         December 31, 2004 and thereafter                 $225,000,000




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2.       Miscellaneous.
         -------------

Capitalized terms used herein and not otherwise defined herein shall have the
same meanings as defined in the Credit Agreement.

Except as expressly amended hereby, or as may have been previously amended, the
Credit Agreement shall remain in full force and effect in accordance with the
original terms thereof.

The amendments herein contained are limited specifically to the matters set
forth above and do not constitute directly or by implication an amendment or
waiver of any other provision of Credit Agreement or any default which may occur
or may have occurred under the Credit Agreement.

The Companies, jointly and severally, hereby represent and warrant that (a)
after giving effect to this Amendment, each of the representations and
warranties of the Companies set forth in the Credit Agreement are true and
correct in all material respects on and as of the date hereof as if made on and
as of the date of this Amendment except to the extent such representations or
warranties relate to an earlier date in which case they shall be true and
correct in all material respects as of such earlier date, and (b) after giving
effect to this Amendment, no Default or Event of Default has occurred and is
continuing.

This Amendment may be executed in one or more counterparts, each of which shall
constitute an original, but all of which when taken together shall constitute
but one Amendment. This Amendment shall become effective when duly executed
counterparts hereof which, when taken together, bear the signatures of each of
the parties hereto shall have been delivered to the Administrative Agent.

This Amendment shall constitute a Loan Document.

THIS AMENDMENT SHALL GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.







                      [the next page is the signature page]







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     IN WITNESS WHEREOF, the Companies and the Administrative Agent, as
authorized on behalf of the Required Lenders, have signed and delivered this
Amendment as of the date first written above.


                                         EDO CORPORATION


                                         By: /s/ F B BASSETT
                                             ----------------------------------
                                             Name: F.B. Bassett
                                             Title: CFO


                                         AIL SYSTEMS INC.

                                         By: /s/ F B BASSETT
                                            ----------------------------------
                                             Name: F.B. Bassett
                                             Title: CFO



                                         CITIBANK, N.A., as Administrative Agent


                                         By: /s/ JASON QUINN
                                            ------------------------------------
                                             Name: Jason Quinn
                                             Title: Vice President





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                                     CONSENT

     Each of the undersigned, not parties to the Credit Agreement but each a
Guarantor under a Guaranty dated as of November 8, 2002 hereby consents to and
acknowledges the terms of the Amendment contained herein and confirms that its
Guaranty is in full force and effect and reaffirms its continuing liability
under its Guaranty in respect of the Credit Agreement as amended hereby and all
the documents, instruments and agreements executed pursuant thereto or in
connection therewith, without offset, defense or counterclaim (any such offset,
defense or counterclaim as may exist being hereby irrevocably waived by such
guarantor).

                                         AIL TECHNOLOGIES INC.

                                         AMERICAN NUCLEONICS CORPORATION

                                         DYNAMIC SYSTEMS, INC.

                                         EDO WESTERN CORPORATION

                                         EDO SPORTS INC.

                                         ASTRO OPTICS LABORATORY, INC.

                                         EDO INTERNATIONAL CORPORATION

                                         EDO ENERGY CORPORATION

                                         EDO AUTOMOTIVE NATURAL GAS INC.

                                         SPECIALTY PLASTICS, INC.

                                         EDO ACQUISITION II, INC.

                                         EDO RECONNAISSANCE AND SURVEILLANCE
                                         SYSTEMS, INC.

                                         M. TECHNOLOGIES, INC.

                                         EDO FOREIGN SALES CORPORATION


                                         By: /s/ F B BASSETT
                                             ----------------------------------
                                             Name: F.B. Bassett
                                             Title: CFO