# UNITED STATESSECURITIES AND
EXCHANGE COMMISSIONWASHINGTON, D.C.  20549

# FORM 10-K

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

For the fiscal year ended  October 29, 2004

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 NE                     |           
|---------------------------------------- | ----------
|Bellevue, Washington                     | 98004     
|(Address of principal executive offices) | (Zip Code)

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

Securities registered pursuant to
Section 12(b) of the Act:

|Title of each class                                          | Name of each exchangeon which registered      
|------------------------------------------------------------ | ----------------------------------------------
|Common Stock ($.20 par value)Preferred Stock Purchase Rights | New York Stock ExchangeNew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate
by check mark whether the Registrant: (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.    Yes     X No

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best of
registrants knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Exchange Act
Rule 12b-2).    XYes      No



---

As
of January 4, 2005, 25,072,561 shares of the Registrants common stock
were outstanding. The aggregate market value of shares of common stock held by
non-affiliates as of April 30,2004 was $523,931,587 (based upon the closing
sales price of $24.75 per share).

# DOCUMENTS INCORPORATED
BY REFERENCE

Portions of Annual Report to
Shareholders for fiscal year ended October 29, 2004  Parts I, II and
IV.

Portions of Definitive Proxy
Statement relating to the 2005 Annual Meeting of Shareholders, to be held on
March 2, 2005  Part III.

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# PART I

This Report includes a number of
forward-looking statements that reflect the Companys current views with respect to
future events and financial performance. Please refer to the section addressing
forward-looking information on page 11 for further discussion. In this report,
we, our, us, Company, and
Esterline refer to Esterline Technologies Corporation and subsidiaries, unless
otherwise noted or context otherwise indicates.

# Item 1.    Business

(a)  General Development
of Business.

Esterline, a Delaware corporation
formed in 1967, is a leading specialized manufacturing company principally serving
aerospace and defense customers. We design, manufacture and market highly engineered
products and systems for application within the industries we serve.

Our strategy is to maintain a
leadership position in niche markets for the development and manufacture of highly
engineered products that are essential to our customers. We are concentrating our efforts
to expand selectively our capabilities in these markets, to anticipate the global needs of
our customers and to respond to such needs with comprehensive solutions. Our current
business and strategic growth plan focuses on the continuous development of these 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. Our products are often mission-critical equipment, which
have been designed into particular military and commercial platforms and in certain cases
can only be replaced by products of other manufacturers following a formal certification
process.

Our products have a long history in
the aerospace and defense industry and are found on most military and commercial aircraft,
helicopters, and land-based systems. For example, our products are used on the majority of
active and in-production U.S. military aircraft and on every Boeing commercial aircraft
platform manufactured in the past 65 years. In addition, our products are supplied to
Airbus, all of the major regional and business jet manufacturers, and the major aircraft
engine manufacturers. We differentiate ourselves through our engineering and manufacturing
capabilities and our reputation for quality, reliability, and innovation. We work closely
with original equipment manufacturers (OEMs) on new, highly engineered product
designs which often results in our products being designed into their platforms; this
integration often results in sole-source positions for OEM production and aftermarket
business. In fiscal 2004, we estimate that 30% of our sales to commercial and military
aerospace customers were derived from aftermarket business. Our aftermarket sales,
including retrofits, spare parts, and repair services, historically carry a higher gross
margin and have more stability than sales to OEMs. In many cases, aftermarket sales extend
well beyond the OEM production period, supporting the platform during its entire life
cycle.

Our sales are diversified across
three broad markets:  defense, commercial aerospace, and general industrial. For fiscal 2004, we estimate we derived approximately 45% of our sales from the defense market, 35%
from the commercial aerospace market and 20% from the general industrial market.

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In fiscal 2004 we had two important
acquisitions. We 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. In addition, we acquired all of the outstanding capital
stock of AVISTA, Incorporated (AVISTA), a $10 million (sales) Wisconsin-based
developer of embedded avionics software, for approximately $6.5 million. For further
information regarding these acquisitions, see Note 15 to the Companys
Consolidated Financial Statements of the Annual Report to Shareholders for the fiscal year
ended October 29, 2004. The Annual Report is included as Exhibit 13 to this
report.

(b)  Financial Information
About Industry Segments.

A summary of net sales to
unaffiliated customers, operating earnings and identifiable assets attributable to our
business segments for fiscal years 2004, 2003 and 2002 is reported in Note 16 to the
Companys Consolidated Financial Statements of the Annual Report to Shareholders for
the fiscal year ended October 29, 2004. The Annual Report is included as
Exhibit 13 of this report.

(c)  Narrative Description
of Business.

# Avionics &
Controls

Our Avionics & Controls
business 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.

We are a market leader in the
development, manufacturing and marketing of sophisticated high reliability technology
interface systems for commercial and military aircraft. These products include lighted
push-button and rotary switches, keyboards, lighted indicators, panels and displays that
are used in a broad variety of control and display applications. They have been integrated
into many existing aircraft designs, including every Boeing commercial aircraft platform
currently in production. This large installed base provides us with a significant spare
parts and retrofit business. In addition, we manufacture control sticks, grips and wheels,
as well as specialized switching systems. In this area, we primarily serve commercial and
military aviation, and airborne and ground-based military equipment manufacturing
customers. For example, we are a leading manufacturer of pilot control grips for most
types of military fighter jets and helicopters. Additionally, our software engineering
center supports our customers needs with such applications as primary flight
displays, flight management systems, air data computers and engine control systems.

Our proprietary products meet
critical operational requirements and provide customers with significant technological
advantages in such areas as night vision compatibility (a technology enabling display
screens to be read using night vision equipment), and backlighting for active-matrix
liquid-crystal displays (a technology enabling pilots to read display screens in a variety
of light conditions as well as from extreme angles). Our products are incorporated in a
wide variety of programs including the AH-64 Apache and H-60 Black Hawk helicopters; the
F-117 Nighthawk, C-17 Globemaster III, F-14 Tomcat, F-15 Eagle, F-16 Fighting Falcon,
and F/A-18 Super Hornet fixed-wing military aircraft; Canadair regional jets; and Cessna,
Gulfstream and Saab business jets. In fiscal 2004, some of our largest customers for these
products included The Boeing Company, the U.S. Department of Defense, Smiths Industries,
BAE Systems, Honeywell, and Lockheed Martin.

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We are also a supplier in custom
input integration with a full line of keyboard switch and input technologies for
specialized medical equipment, communications systems and comparable equipment for
military applications. These products include custom keyboards, keypads, and input devices
that integrate cursor control devices, bar-code scanners, displays, laser pointers, and
voice activation. We have developed a wide variety of technologies, including plastic and
vinyl membranes that protect high-use switches and fully depressible buttons, and
backlighted elastomer switch coverings that are resistant to exposure from harsh
chemicals. These technologies now serve as the foundation for a small but growing portion
of our product line. In fiscal 2004, some of our largest customers for these products
included the U.S. Department of Defense, General Electric, Lockheed Martin, Siemens,
Philips, and Menarini.

# Sensors &
Systems

Our Sensors & Systems
business segment produces high-precision temperature and pressure sensors, electrical
power switching, control and data communication devices, fluid control components,
micro-motors, motion control sensors, and other related systems principally for aerospace
and defense customers. We are a market leader for these products in continental Europe
with growing positions in the United States and the United Kingdom. For example, we are the
sole-source supplier of temperature probes for use on all versions of the General
Electric/Snecma CFM-56 jet engine. The CFM-56 has an installed base of over 13,000
engines, is standard equipment on new generation Boeing 737 aircraft and has been selected
as the engine for approximately 40% of all Airbus aircraft delivered to date. The
principal customers for these products are jet engine manufacturers, airframe
manufacturers, petroleum companies and electric utilities. In fiscal 2004, some of our
largest customers for these products included Snecma, the British Ministry of Defence,
Rolls Royce, Pratt & Whitney, General Electric, BAE Systems, Goodrich, Innovative
Solutions & Support, Honeywell, Airbus and Air France.

# Advanced Materials

Our Advanced Materials business
segment develops and manufactures high-performance elastomer products used in a wide range
of commercial aerospace and military applications and combustible ordnance for military
applications. This segment focuses on process-related technologies.

Specialized High-Performance
Applications. We specialize in the development of proprietary formulations for
silicone rubber and other elastomer products. Our elastomer products are engineered to
address specific customer requirements where superior performance in high temperature,
high pressure, caustic, abrasive and other difficult environments is critical. These
products include thermal fire barrier insulation products and precision metal components,
seals, tubing and coverings designed in custom-molded shapes. Some of the products include
proprietary elastomers that are specifically designed for use on or near a jet engine. We
are a leading U.S. supplier of high-performance elastomer products to the aerospace
industry, with our primary customers for these products being jet and rocket engine
manufacturers, commercial and military airframe manufacturers, as well as commercial
airlines. In fiscal 2004, some of the largest customers for these products included
Goodrich, The Boeing Company, Bombardier, the U.S. Department of Defense, Honeywell,
Pratt & Whitney, KAPCO, Northrop Grumman and Alliant Techsystems.

Other Defense Applications. We
develop and manufacture combustible ordnance and electronic warfare countermeasure devices
for military customers. We manufacture molded fiber cartridge cases, mortar increments,
igniter tubing and other combustible ordnance components primarily for the U.S. Department
of Defense. We are currently the sole supplier of combustible casings utilized

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by the U.S. Armed Forces. Sales are made either directly to the U.S. Department of Defense or through
prime contractors, Alliant Techsystems and General Dynamics. These products include the
combustible case for the U.S. Armys new generation 155mm Modular Artillery Charge
System, the 120mm combustible case used with the main armament system on the U.S. Army and
Marine Corps M1-A1/2 tanks, and the 60mm, 81mm and 120mm combustible mortar
increments. We are also currently the only U.S. supplier of radar countermeasure chaff and
one of three suppliers to the U.S. Army of infrared decoy flares used by aircraft to help
protect against radar and infrared guided missiles.

A summary of product lines
contributing sales of 10% or more of total sales for fiscal years 2004, 2003 and 2002 is
reported in Note 16 to the Consolidated Financial Statements of the Annual Report to
Shareholders for the fiscal year ended October 29, 2004. The Annual Report is
included as Exhibit 13 of this report.

# Marketing and
Distribution

We believe that a key to continued
success is our ability to meet customer requirements both domestically and
internationally. We have and will continue to improve our sales and distribution channels
in order to provide a wider variety of products and to improve the effectiveness of our
customers supply chain. For example, in fiscal 2004 we opened in Shanghai, China, a
medical device assembly operation to better service our global medical customers. In
addition, we opened a service center in Singapore for our temperature sensor customers.
Other enhancements include combining sales and marketing forces of our operating units
where appropriate, cross-training our sales representatives on multiple product lines, and
cross-stocking our spares parts and components.

In the technical and highly
engineered product segments in which we compete, relationship selling is particularly
appropriate in targeted marketing segments where customer and supplier design and
engineering inputs need to be tightly integrated. Participation in industry trade shows is
an effective method of meeting customers, introducing new products, and exchanging
technical specifications. In addition to technical and industry conferences, our products
are supported through direct internal international sales efforts, as well as through
manufacturer representatives and selected distributors. Currently, 163 sales people, 197
representatives, and 120 distributors support our operations internationally.

# Backlog

Backlog at
October 29, 2004, was $433.1 million, compared with $300.9 million at
October 31, 2003. We estimate that approximately $70.6 million of backlog
is scheduled to be shipped after fiscal 2005.

Backlog is subject to cancellation
until delivered, and therefore, we cannot assure that our backlog will be converted into
revenue in any particular period or at all. Backlog does not include the total contract
value of cost-plus reimbursable contracts, which are funded as we incur the costs. Except
for the released portion, backlog also does not include fixed-price multi-year contracts.

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# Competition

Our products and services are
affected by varying degrees of competition. We compete with other companies in most
markets we serve, many of which have far greater sales volumes and financial resources.
The principal competitive factors in the commercial markets in which we participate are
product performance, service and price. Part of product performance requires expenditures
in research and development that lead to product improvement. The market for many of our
products may be affected by rapid and significant technological changes and new product
introduction. Our principal competitors include Eaton, ECE and Eastprint in our
Avionics & Controls segment; Ametek, Deutsch, Tyco, MPC Products and Goodrich in
our Sensors & Systems segment; and TransDigm and Meggitt (including Dunlop
Standard Aerospace Group) in our Advanced Materials segment.

# Research and Development

Currently, our product development
and design programs utilize an extensive base of professional engineers, technicians and
support personnel, supplemented by outside engineering and consulting firms when needed.
In fiscal 2004, approximately $27.7 million was expended for research, development
and engineering, compared with $19.5 million in fiscal 2003 and $15.4 million in
fiscal 2002. We believe continued product development is key to our long-term growth, and
consequently, we consistently invest in research and development. Examples include
research and development projects relating to a ground fault interrupter for aircraft
applications, insulation material for various rocket and missile programs, high
temperature, low observable material for military applications, and kinematic
countermeasure flares for military applications, as well as ice detectors and smoke and
pollution concentration measurement devices. In addition, we actively participate in
customer-funded research and development programs, including flight controls and
instrumentation on the Joint Strike Fighter and Eurofighter, Gulfstream V flight
controls, deicing probes for next generation General Electric/Snecma CFM-56 jet engines
and LED lighted cockpit switches for Airbus. Recently, we began work on our first major
project for the Boeing 7E7 as the primary integrator for the cockpits overhead panel
subsystem. Additionally, we were awarded a contract to supply the sensor suite for the
TP400 Turboprop, which will power the Airbus A400 airlifter.

# Foreign Operations

Our principal foreign operations
consist of manufacturing facilities located in France, Germany and the United Kingdom and
include sales and service operations located in Singapore and China. For further
information regarding foreign operations, see Note 16 to the Consolidated Financial
Statements of the Annual Report to Shareholders for the fiscal year ended
October 29, 2004. The Annual Report is included as Exhibit 13 of this
report.

# Government Contracts and
Subcontracts

As a contractor and subcontractor to
the U.S. government (primarily the U.S. Department of Defense), we are subject to various
laws and regulations that are more restrictive than those applicable to private sector
contractors. Approximately 17% of our sales were made directly to the U.S. government in
fiscal 2004. In addition, we estimate that our subcontracting activities to contractors
for the U.S. government accounted for approximately 14% of sales during fiscal 2004.
Therefore, we estimate that approximately 31% of our sales during the fiscal year were
subject to government contracting regulations. Such contracts may be subject to
termination, reduction or

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modification in the event of changes in government requirements,
reductions in federal spending, and other factors.

Historically, our U.S. government
contracts and subcontracts have been predominately fixed-price contracts. Generally,
fixed-price contracts offer higher margins than cost-plus contracts in return for
accepting the risk that increased or unexpected costs may reduce anticipated profits or
cause us to sustain losses on the contracts. The accuracy and appropriateness of certain
costs and expenses used to substantiate our direct and indirect costs for the U.S.
government under both cost-plus and fixed-price contracts are subject to extensive
regulation and audit by the Defense Contract Audit Agency, an arm of the U.S. Department
of Defense. The contracts and subcontracts to which we are a party are also subject to
profit and cost controls and standard provisions for termination at the convenience of the
U.S. government. Upon termination, other than for our default, we will normally be
entitled to reimbursement for allowable costs and to an allowance for profit. To date,
none of our significant fixed-price contracts have been terminated.

# Patents and Licenses

Although we hold a number of patents
and licenses, we do not believe that our operations are dependent on our patents and
licenses. In general, we rely on technical superiority, continual product improvement,
exclusive product features, superior lead-time, on-time delivery performance, quality and
customer relationships to maintain competitive advantage.

# Seasonality

The timing of our revenues is
impacted by the purchasing patterns of our customers and as a result we do not generate
revenues evenly throughout the year. Moreover, our first fiscal quarter, November through
January, includes significant holiday vacation periods in both Europe and North America.
This leads to decreased order and shipment activity; consequently, first quarter results are typically
weaker than other quarters and not necessarily indicative of our performance in subsequent
quarters.

# Sources and Availability
of Raw Materials and Components

Due to our diversification, the
sources and availability of certain raw materials and components are not as critical as
they would be for manufacturers of a single product line. However, certain components,
supplies and raw materials for our operations are purchased from single sources. In such
instances, we strive to develop alternative sources and design modifications to minimize
the effect of business interruptions.

# Environmental Matters

We are subject to federal, state,
local and foreign laws, regulations and ordinances that (i) govern activities or
operations that may have adverse environmental effects, such as discharges to air and
water, as well as handling and disposal practices for solid and hazardous waste, and (ii)
impose liability for the costs of cleaning up, and certain damages resulting from, sites
or past spills, disposals or other releases of hazardous substances.

On August 29, 2002, our
subsidiary, Armtec, acquired the radar countermeasures chaff and infrared decoy flare
operations of the Electronic Warfare Passive Expendables Division of BAE Systems North
America. At the time of our asset acquisition from BAE Systems, certain environmental

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remedial activities were required under a Part B Permit issued to the infrared decoy
flare facility by the Arkansas Department of Environmental Quality under the Federal
Resource Conservation and Recovery Act. The Part B Permit was transferred to Armtec,
along with the remedial obligations. Under the terms of the asset purchase agreement, BAE
Systems agreed to complete all remedial obligations at the infrared decoy flare facility
and to indemnify us for all environmental liabilities to a maximum amount of
$25 million.

At various times we have been
identified as a potentially responsible party pursuant to the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980 (CERCLA), and analogous state
environmental laws, for the cleanup of contamination resulting from past disposals of
hazardous wastes at certain sites to which we, among others, sent wastes in the past.
CERCLA requires potentially responsible persons to pay for cleanup of sites from which
there has been a release or threatened release of hazardous substances. Courts have
interpreted CERCLA to impose strict, joint and several liability on all persons liable for
cleanup costs. As a practical matter, however, at sites where there are multiple
potentially responsible persons, the costs of cleanup typically are allocated among the
parties according to a volumetric or other standard.

We have accrued liabilities for
environmental remediation costs expected to be incurred by our operating facilities.
Environmental exposures are provided for at the time they are known to exist or are
considered reasonably probable and estimable. No provision has been recorded for
environmental remediation costs that could result from changes in laws or other
circumstances we have not currently contemplated.

# Employees

For our continuing operations, we had
approximately 6,100 employees at October 29, 2004, of which 4,000 were based in
the United States, 1,800 in Europe, 200 in Mexico and 100 in Asia. Approximately 17% of
the U.S.-based employees were represented by a labor union. Our European operations are
subject to national trade union agreements and to local regulations governing employment.

(d)  Financial Information About Foreign and Domestic Operations and Export Sales.

See Note 16 to the Consolidated
Financial Statements of the Annual Report to Shareholders for the fiscal year ended
October 29, 2004. The Annual Report is included as Exhibit 13 of this
report.

(e)  Available Information
of the Registrant.

You can access financial and other
information on our website, www.esterline.com. We make available through our
website, free of charge, copies of our annual report on Form 10-K, quarterly reports
on Form 10-Q, current reports on Form 8-K and amendments to those reports filed
or furnished pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934, as amended, as soon as reasonably practicable after filing such
material electronically or otherwise furnishing it to the Securities and Exchange
Commission. Our Corporate Governance Guidelines, Code of Business Conduct and Ethics, and
charters for our board committees are also available on our website and available in print
to any shareholder upon request. Our website and the information contained therein or
connected thereto are not incorporated by reference into this Form 10-K.

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# Executive Officers of
the Registrant

The names and ages of all executive
officers of the Company and the positions and offices held by such persons as of
January 4, 2005 are as follows:

|Name                   |  | Position with the Company                       |  | Age
|---------------------- |  | ----------------------------------------------- |  | ---
|Robert W. Cremin       |  | Chairman, President and Chief Executive Officer |  | 64 
|Stephen E. Barton      |  | Group Vice President                            |  | 58 
|Robert D. George       |  | Vice President, Chief Financial Officer,        |  | 48 
|                       |  | Secretary and Treasurer                         |  |    
|Marcia J. M. Greenberg |  | Vice President, Human Resources                 |  | 52 
|Larry A. Kring         |  | Group Vice President                            |  | 64 
|Stephen R. Larson      |  | Vice President, Strategy & Technology           |  | 60 

Mr. Cremin has been Chairman
since January 2001. In addition, he has served as Chief Executive Officer and
President since January 1999 and September 1997, respectively. Mr. Cremin has an
M.B.A. from the Harvard Business School and a B.S. degree in Metallurgical Engineering
from Polytechnic Institute of Brooklyn. He has been a director of the Company since 1998.

Mr. Barton has been Group Vice
President since July 2002. Previously, he was President and Chief Executive Officer of
Kirkhill-TA Co., a subsidiary of the Company, from October 1998 to June 2002.
Mr. Barton has an M.S. degree in Applied Statistics from Villanova University and a
B.S. degree in Mathematics from the University of Maine.

Mr. George has been Vice
President, Chief Financial Officer, Secretary and Treasurer since July 1999 and
Treasurer and Controller from June 1997 until July 1999. Mr. George has an
M.B.A. from the Fuqua School of Business at Duke University and a B.A. degree in Economics
from Drew University.

Ms. Greenberg has been Vice
President, Human Resources since March 1993. Ms. Greenberg has a J.D. degree
from Northwestern University School of Law and a B.A. degree in Political Science from
Portland State University.

Mr. Kring has been Group Vice
President since August 1993. Mr. Kring has an M.B.A. from California State
University at Northridge and a B.S. degree in Aeronautical Engineering from Purdue
University.

Mr. Larson has been Vice
President, Strategy & Technology since January 2000. Previously, he was Group
Vice President from April 1991 through December 1999. Mr. Larson has an
M.B.A. from the University of Chicago and a B.S. degree in Electrical Engineering from
Northwestern University.

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# Forward-Looking
Statements and Risk Factors

This annual report on Form 10-K
includes forward-looking statements. These statements may be identified by the use of
forward-looking terminology such as anticipate, believe,
continue, could, estimate, expect,
intend, may, might, plan,
potential, predict, should or will or the
negative thereof or other variations thereon or comparable terminology. In particular,
statements about our expectations, beliefs, plans, objectives, assumptions or future
events or performance contained in this report under the headings Risks Relating to
Our Business, Managements Discussion and Analysis of Financial Condition
and Results of Operations and Business are forward-looking statements.

We have based these forward-looking
statements on our current expectations, assumptions, estimates and projections. While we
believe these expectations, assumptions, estimates and projections are reasonable, such
forward-looking statements are only predictions and involve known and unknown risks and
uncertainties, many of which are beyond our control. These and other important factors,
including those discussed in this report under the headings Risks Relating to Our
Business, Managements Discussion and Analysis of Financial Condition and
Results of Operations and Business may cause our actual results,
performance or achievements to differ materially from any future results, performance or
achievements expressed or implied by these forward-looking statements. Some of the key
factors that could cause actual results to differ from our expectations are:

| |  | A
significant downturn in the aerospace industry;
|- |  | -------------------------------------------------

| |  | A
significant reduction in defense spending;
|- |  | --------------------------------------------

| |  | A
decrease in demand for our products as a result of competition, technological innovation
or otherwise;
|- |  | --------------------------------------------------------------------------------------------------------

| |  | Our
inability to identify future acquisition candidates or to integrate acquired operations;
and
|- |  | ------------------------------------------------------------------------------------------------

| |  | Loss
of a significant customer or defense program.
|- |  | --------------------------------------------------

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.

# Risks Relating to Our
Business and Our Industry

Implementing our acquisition
strategy involves risks and our failure to successfully implement this strategy could have
a material adverse effect on our business.

One of our key strategies is to grow
our business by selectively pursuing acquisitions. Since 1996 we have completed over 25
acquisitions, and we are continuing to actively pursue additional acquisition
opportunities, some of which may be material to our business and financial performance.
Although we have been successful with this strategy in the past, we may not be able to
grow our business in the future through acquisitions for a number of reasons, including:

| |  | Encountering
difficulties identifying and executing acquisitions;
|- |  | -----------------------------------------------------------------

| |  | Increased
competition for targets, which may increase acquisition costs;
|- |  | ------------------------------------------------------------------------

| |  | Consolidation
in our industry reducing the number of acquisition targets;
|- |  | -------------------------------------------------------------------------

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| |  | Acquisition
financing not being available on acceptable terms or at all; and
|- |  | ----------------------------------------------------------------------------

| |  | Competition
laws and regulations preventing us from making certain acquisitions.
|- |  | --------------------------------------------------------------------------------

In addition, there are potential
risks associated with growing our business through acquisitions, including the failure to
successfully integrate and realize the expected benefits of an acquisition. For example,
with any past or future acquisition, there is the possibility that:

| |  | The
business culture of the acquired business may not match well with our culture;
|- |  | ----------------------------------------------------------------------------------

| |  | Technological
and product synergies, economies of scale and cost reductions may not occur as expected;
|- |  | ------------------------------------------------------------------------------------------------------

| |  | Management
may be distracted from overseeing existing operations by the need to integrate acquired
businesses;
|- |  | --------------------------------------------------------------------------------------------------------------

| |  | We
may acquire or assume unexpected liabilities;
|- |  | ------------------------------------------------

| |  | Unforeseen
difficulties may arise in integrating operations and systems;
|- |  | ------------------------------------------------------------------------

| |  | We
may fail to retain and assimilate employees of the acquired business;
|- |  | ------------------------------------------------------------------------

| |  | We
may experience problems in retaining customers and integrating customer bases; and
|- |  | -------------------------------------------------------------------------------------

| |  | Problems
may arise in entering new markets in which we may have little or no experience.
|- |  | ----------------------------------------------------------------------------------------

Failure to continue implementing our
acquisition strategy, including successfully integrating acquired businesses, could have a
material adverse effect on our business, financial condition and results of operations.

Our future financial results could
be adversely impacted by asset impairment charges.

Effective the beginning of fiscal
2002, we adopted Statement of Financial Accounting Standards No. 142, Goodwill
and Other Intangible Assets (Statement No. 142). As a result, we are required
to test both acquired goodwill and other indefinite-lived intangible assets for impairment
on an annual basis based upon a fair value approach, rather than amortizing them over
time. We have chosen to perform our annual impairment reviews of goodwill and other
indefinite-lived intangible assets during the fourth quarter of each fiscal year. We also
are required to test goodwill for impairment between annual tests if events occur or
circumstances change that would more likely than not reduce our enterprise fair value
below its book value. These events or circumstances could include a significant change in
the business climate, including a significant sustained decline in an entitys market
value, legal factors, operating performance indicators, competition, sale or disposition
of a significant portion of the business, or other factors. If the market value is less
than the book value of goodwill, we could be required to record an impairment charge. The
valuation of reporting units requires judgment in estimating future cash flows, discount
rates and estimated product life cycles. In making these judgments, we evaluate the
financial health of the business, including such factors as industry performance, changes
in technology and operating cash flows. As we have grown through acquisitions, we have
accumulated $247.8 million of goodwill, and have $22.5 million of
indefinite-lived intangible assets, out of total assets of $932.8 million at
October 29, 2004. As a result, the amount of any annual or interim impairment could
be significant and could have a material adverse effect on our reported financial results
for the period in which the charge is taken.

We performed our impairment test for
fiscal 2004 and no impairment charge was necessary at year-end. It is possible, however,
that as a result of events or circumstances, we could conclude at a later date that goodwill
of up to approximately $63.2 million at one of our reporting units may be considered
impaired and that the entire amount could be written off to expense. We also may be

-12-

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required to record an earnings charge or incur unanticipated expenses if, due to a change
in strategy or other reason, we determined the value of other assets has been impaired.

The loss of a significant customer
or defense program could have a material adverse effect on our operating results.

Some of our operations are dependent
on a relatively small number of customers and defense programs, which change from time to
time. Significant customers in fiscal 2004 included the U.S. Department of Defense, The
Boeing Company, General Dynamics, Snecma, Honeywell, Lockheed Martin and Smiths
Industries. There can be no assurance that our current significant customers will continue
to buy our products at current levels. The loss of a significant customer or the
cancellation of orders related to a sole-source defense program could have a material
adverse effect on our operating results if we were unable to replace the related sales.

Our operating results are subject
to fluctuations that may cause our revenues to decline.

Our business is susceptible to
seasonality and economic cycles, and as a result, our operating results have fluctuated
widely in the past and are likely to continue to do so. Our revenue tends to fluctuate
based on a number of factors, including domestic and foreign economic conditions and
developments affecting the specific industries and customers we serve. For example, the
events of September 11, 2001 and the downturn in commercial aviation, due to,
among other things, the conflict in Iraq, have impacted our operations. It is possible
that in the future our operating results in a particular quarter or quarters will not meet
the expectations of securities analysts or investors, causing the market price of our
common stock or senior subordinated notes to decline. We believe that quarter-to-quarter
comparisons of our operating results are not a good indication of our future performance
and should not be relied upon to predict our future performance.

Political and economic instability
in foreign countries and markets may have a material adverse effect on our operating
results.

Foreign sales were approximately
39.1% of our total sales in fiscal 2004, and we have manufacturing facilities in a number
of foreign countries. Doing business in foreign countries is subject to numerous risks,
including political and economic instability, restrictive trade policies of foreign
governments, economic conditions in local markets, health concerns in foreign countries,
inconsistent product regulation or unexpected changes in regulatory and other legal
requirements by foreign agencies or governments, the imposition of product tariffs and the
burdens of complying with a wide variety of international and U.S. export laws and
differing regulatory requirements. To the extent that foreign sales are transacted in a
foreign currency, we are subject to the risk of losses due to foreign currency
fluctuations. In addition, we have substantial assets denominated in foreign currencies,
primarily the U.K. pound and euro, that are not offset by liabilities denominated in those
foreign currencies. These net foreign currency investments are subject to material changes
in the event of fluctuations in foreign currencies against the U.S. dollar.

Among other things, we are subject to
the Foreign Corrupt Practices Act, or FCPA, which generally prohibits U.S. companies and
their intermediaries from bribing foreign officials for the purpose of obtaining or
keeping business or otherwise obtaining favorable treatment. In particular, we may be held
liable for actions taken by our strategic or local partners even though our partners are
not subject to the FCPA. Any determination that we have violated the FCPA could result in
sanctions that could have a material adverse effect on our business, financial condition
and results of operations.

-13-

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# We may not be able to
compete effectively.

Our products and services are
affected by varying degrees of competition. We compete with other companies and divisions
and units of larger companies in most markets we serve, many of which have greater sales
volumes or financial, technological or marketing resources than we do. Our principal
competitors include: Eaton, ECE and Eastprint in our Avionics & Controls segment;
Ametek, Deutsch, Tyco, MPC Products and Goodrich in our Sensors & Systems
segment; and TransDigm and Meggitt (including Dunlop Standard Aerospace Group) in our
Advanced Materials segment. The principal competitive factors in the commercial markets in
which we participate are product performance, service and price. Maintaining product
performance requires expenditures in research and development that lead to product
improvement and new product introduction; companies with more substantial financial
resources may have a better ability to make such expenditures. We cannot assure that we
will be able to continue to successfully compete in our markets, which could adversely
affect our business, financial condition and results of operations.

Our backlog is subject to
modification or termination, which may reduce our sales in future periods.

We currently have a backlog of orders
based on our contracts with customers. Under many of our contracts, our customers may
unilaterally modify or terminate their orders at any time. In addition, the maximum
contract value specified under a government contract awarded to us is not necessarily
indicative of the sales that we will realize under that contract. For example, we are a
sole-source prime contractor for many different military programs with the U.S. Department
of Defense. We depend heavily on the government contracts underlying these programs. Over
its lifetime, a program may be implemented by the award of many different individual
contracts and subcontracts. The funding of government programs is subject to congressional
appropriation.

Changes in defense procurement
models may make it more difficult for us to successfully bid on projects as a prime
contractor and limit sole-source opportunities available to us.

In recent years, the trend in combat
system design and development appears to be evolving towards the technological integration
of various battlefield components, including combat vehicles, command and control network
communications, advanced technology artillery systems and robotics. If the U.S. military
procurement approach continues to require this kind of overall battlefield combat system
integration, we expect to be subject to increased competition from aerospace and defense
companies who have significantly greater resources than we do. This trend could create a
role for a prime contractor with broader capabilities that would be responsible for
integrating various battlefield component systems and potentially eliminating or reducing
the role of sole-source providers or prime contractors of component weapon systems.

The amount of debt we have
outstanding, as well as any debt we may incur in the future, could have an adverse effect
on our operational and financial flexibility.

As of October 29, 2004, we
had $257.1 million of debt outstanding, of which $250.1 million is long-term
debt. Our primary U.S. dollar credit facility totals $60.0 million and is made
available through a group of banks. The credit agreement is secured by substantially all
of the Companys assets. In addition, we have unsecured foreign currency credit
facilities that have been extended by foreign banks for up to $15.3 million.
Available credit under the above credit facilities was $60.0 million at
October 29, 2004, when reduced by outstanding foreign bank borrowings of
$7.0 million and letters of credit of $8.3 million. The indenture governing the
notes and our other debt agreements limit, but

-14-

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do not prohibit, us from incurring
additional debt in the future. Our level of debt could have significant consequences to
our business, including the following:

| |  | Depending
on debt maturities, a substantial portion of our cash flow from operations could be
dedicated to paying principal and interest on our debt, thereby reducing funds available
for our acquisition strategy, capital expenditures or other purposes;
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | A
significant amount of debt could make us more vulnerable to changes in economic
conditions or increases in prevailing interest rates;
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------

| |  | Our
ability to obtain additional financing for acquisitions, capital expenditures or for
other purposes could be impaired;
|- |  | --------------------------------------------------------------------------------------------------------------------------

| |  | The
increase in the amount of debt we have outstanding increases the risk of non-compliance
with some of the covenants in our debt agreements which require us to maintain specified
financial ratios; and
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | We
may be more leveraged than some of our competitors, which may result in a competitive
disadvantage.
|- |  | ------------------------------------------------------------------------------------------------------

If we were unable to protect our
intellectual property rights adequately, the value of our products could be diminished.

Our success is dependent in part on obtaining,
maintaining and enforcing our proprietary rights and our ability to avoid infringing on
the proprietary rights of others. While we take precautionary steps to protect our
technological advantages and intellectual property and rely in part on patent, trademark,
trade secret and copyright laws, we cannot assure that the precautionary steps we have
taken will completely protect our intellectual property rights. Because patent
applications in the United States are maintained in secrecy until either the patent
application is published or a patent is issued, we may not be aware of third-party
patents, patent applications and other intellectual property relevant to our products that
may block our use of our intellectual property or may be used in third-party products that
compete with our products and processes. In the event a competitor successfully challenges
our products, processes, patents or licenses or claims that we have infringed upon their
intellectual property, we could incur substantial litigation costs defending against such
claims, be required to pay royalties, license fees or other damages or be barred from
using the intellectual property at issue, any of which could have a material adverse
effect on our business, operating results and financial condition.

In addition to our patent rights, we
also rely on unpatented technology, trade secrets and confidential information. Others may
independently develop substantially equivalent information and techniques or otherwise
gain access to or disclose our technology. We may not be able to protect our rights in
unpatented technology, trade secrets and confidential information effectively. We require
each of our employees and consultants to execute a confidentiality agreement at the
commencement of an employment or consulting relationship with us. However, these
agreements may not provide effective protection of our information or, in the event of
unauthorized use or disclosure, they may not provide adequate remedies.

We may lose money or generate less
than expected profits on our fixed-price contracts.

Our customers set demanding
specifications for product performance, reliability and cost. Some of our government
contracts and subcontracts provide for a predetermined, fixed price for the products we
make regardless of the costs we incur. Therefore, we must absorb cost overruns,
notwithstanding the difficulty of estimating all of the costs we will incur in performing
these contracts and in projecting the ultimate level of sales that we may achieve. Our
failure to anticipate technical

-15-

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problems, estimate costs accurately, integrate technical
processes effectively or control costs during performance of a fixed-price contract may
reduce the profitability of a fixed-price contract or cause a loss. While we believe that
we have recorded adequate provisions in our financial statements for losses on our
fixed-price contracts, as required under GAAP, we cannot assure that our contract loss
provisions will be adequate to cover all actual future losses. Therefore, we may incur
losses on fixed-price contracts that we had expected to be profitable, or such contracts
may be less profitable than expected.

We depend on the continued
contributions of our executive officers and other key management, each of whom would be
difficult to replace.

Our future success depends to a
significant degree upon the continued contributions of our senior management and our
ability to attract and retain other highly qualified management personnel. We face
competition for management from other companies and organizations. Therefore, we may not
be able to retain our existing management personnel or fill new management positions or
vacancies created by expansion or turnover at our existing compensation levels. Although
we have entered into change of control agreements with some members of senior management,
we do not have employment contracts with our key executives, nor have we purchased
key-person insurance on the lives of any of our key officers or management
personnel to reduce the impact to our company that the loss of any of them would cause.
Specifically, the loss of any of our executive officers would disrupt our operations and
divert the time and attention of our remaining officers. Additionally, failure to attract
and retain highly qualified management personnel would damage our business prospects.

A continued downturn in the
aircraft market could adversely affect our business.

The aircraft industry is cyclical in
nature and affected by many factors beyond our control. The current state of the
aircraft market, which has been affected by the conflict in Iraq and is still being
impacted by the events of September 11, 2001, has resulted in bankruptcy filings,
restructurings and downsizing by the major commercial and regional airline carriers. This
downturn has had and will likely continue to have an adverse effect on our business,
financial condition and operating results.

The principal markets for
manufacturers of commercial aircraft are the commercial and regional airlines, which are
adversely affected by a number of factors, including fuel and labor costs, intense price
competition, outbreak of infectious disease and terrorist attacks, as well as economic
cycles, all of which can be unpredictable and are outside our control. Commercial aircraft
production may increase or decrease in response to changes in customer demand caused by
general economic conditions and the perceived safety and ease of airline travel.

The military aircraft industry is
dependent upon the level of equipment expenditures by the armed forces of countries
throughout the world, and especially those of the United States. Although the events of
September 11, 2001 and the conflict in Iraq have increased the level of equipment
expenditures by the U.S. Armed Forces, in the past this industry has been adversely
affected by a number of factors, including the reduction in military spending since the
end of the Cold War. Decreases in military spending could depress demand for military
aircraft.

Any decrease in demand for new
aircraft or use of existing aircraft will likely result in a decrease in demand of our
products and services, and correspondingly, our revenues, thereby adversely affecting our
business, financial condition and results of operations.

-16-

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The market for our products may be
affected by our ability to adapt to technological change.

The rapid change of technology is a
key feature of all of the markets in which our businesses operate. To succeed in the
future, we will need to design, develop, manufacture, assemble, test, market, and support
new products and enhancements to our existing products in a timely and cost-effective
manner. Historically, our technology has been developed through internal research and
development expenditures, as well as customer-sponsored research and development programs.
There is no guarantee that we will continue to maintain, or benefit from, comparable
levels of research and development in the future. In addition, our competitors may develop
technologies and products that are more effective than those we develop or that render our
technology and products obsolete or noncompetitive. Furthermore, our products could become
unmarketable if new industry standards emerge. We cannot assure that our existing products
will not require significant modifications in the future to remain competitive or that new
products we introduce will be accepted by our customers, nor can we assure that we will
successfully identify new opportunities and continue to have the needed financial
resources to develop new products in a timely or cost-effective manner.

Our business is subject to
government contracting regulations, and our failure to comply with such laws and
regulations could harm our operating results and prospects.

We estimate that approximately 31% of
our sales in fiscal 2004 were attributable to contracts in which we were either the prime
contractor to, or a subcontractor to a prime contractor to, the U.S. government. As a
contractor and subcontractor to the U.S. government, we must comply with laws and
regulations relating to the formation, administration and performance of federal
government contracts that affect how we do business with our clients and may impose added
costs on our business. For example, these regulations and laws include provisions that
contracts we have been awarded are subject to:

| |  | Protest
or challenge by unsuccessful bidders; and
|- |  | -------------------------------------------------

| |  | Unilateral
termination, reduction or modification in the event of changes in government
requirements.
|- |  | -----------------------------------------------------------------------------------------------------

The accuracy and appropriateness of certain
costs and expenses used to substantiate our direct and indirect costs for the U.S.
government under both cost-plus and fixed-price contracts are subject to extensive
regulation and audit by the Defense Contract Audit Agency, an arm of the U.S. Department
of Defense. Responding to governmental audits, inquiries or investigations may involve
significant expense and divert management attention. Our failure to comply with these or
other laws and regulations could result in contract termination, suspension or debarment
from contracting with the federal government, civil fines and damages, and criminal
prosecution and penalties, any of which could have a material adverse effect on our
operating results.

A significant portion of our
business depends on U.S. Government contracts, which contracts are often subject to
competitive bidding, and a failure to compete effectively or accurately anticipate the
success of future projects could adversely affect our business.

We obtain many of our U.S. Government
contracts through a competitive bidding process that subjects us to risks associated with:

| |  | The
frequent need to bid on programs in advance of the completion of their design, which may
result in unforeseen technological difficulties and/or cost overruns;
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

-17-

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| |  | The
substantial time and effort, including design, development and marketing activities,
required to prepare bids and proposals for contracts that may not be awarded to us; and
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The
design complexity and rapid rate of technological advancement of defense-related
products.
|- |  | ----------------------------------------------------------------------------------------------

In addition, in order to win the
award of developmental programs, we must be able to align our research and development and
product offerings with the governments changing concepts of national defense and
defense systems. The governments termination of, or failure to fully fund, one or
more of the contracts for our programs would have a negative impact on our operating
results and financial condition. Furthermore, we serve as a subcontractor on several
military programs that, in large part, involve the same risks as prime contracts.

Overall, we rely on key contracts
with U.S. Government entities for a significant portion of our sales and business. A
substantial reduction in these contracts would materially adversely affect our operating
results and financial position.

The airline industry is heavily
regulated and if we fail to comply with applicable requirements, our results of operations
could suffer.

Governmental agencies throughout the
world, including the U.S. Federal Aviation Administration, or the FAA, prescribe standards
and qualification requirements for aircraft components, including virtually all commercial
airline and general aviation products, as well as regulations regarding the repair and
overhaul of aircraft engines. Specific regulations vary from country to country, although
compliance with FAA requirements generally satisfies regulatory requirements in other
countries. We include, with the replacement parts that we sell to our customers,
documentation certifying that each part complies with applicable regulatory requirements
and meets applicable standards of airworthiness established by the FAA or the equivalent
regulatory agencies in other countries. In order to sell our products, we and the products
we manufacture must also be certified by our individual OEM customers. If any of the
material authorizations or approvals qualifying us to supply our products is revoked or
suspended, then the sale of the subject product would be prohibited by law, which would
have an adverse effect on our business, financial condition and results of operations.

From time to time, the FAA or
equivalent regulatory agencies in other countries propose new regulations or changes to
existing regulations, which are usually more stringent than existing regulations. If these
proposed regulations are adopted and enacted, we may incur significant additional costs to
achieve compliance, which could have a material adverse effect on our business, financial
condition and results of operations.

# Future asbestos claims
could harm our business.

We are subject to potential
liabilities relating to certain products we manufactured containing asbestos. To date, our
insurance has covered claims against us relating to those products. Commencing
November 1, 2003, insurance coverage for asbestos claims has been unavailable.
However, we continue to have some insurance coverage for exposure to asbestos contained in
our products prior to that date.

We continue to manufacture for one
customer a product that contains asbestos. We have an agreement with the customer for
indemnification for certain losses we may incur as a result of

-18-

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asbestos claims relating to
that product, but we cannot assure you that this indemnification agreement will fully
protect us from losses arising from asbestos claims.

To the extent we are not insured or
indemnified for losses from asbestos claims relating to our products, asbestos claims
could adversely affect our operating results and our financial condition.

Environmental laws and regulations
may subject us to significant liability.

Our business and our facilities are
subject to a number of federal, state, local and foreign laws, regulations and ordinances
governing, among other things, the use, manufacture, storage, handling and disposal of
hazardous materials and certain waste products. Among these environmental laws are rules
by which a current or previous owner or operator of land may be liable for the costs of
investigation, removal or remediation of hazardous materials at such property. In
addition, these laws typically impose liability regardless of whether the owner or
operator knew of, or was responsible for, the presence of any hazardous materials. Persons
who arrange for the disposal or treatment of hazardous materials may be liable for the
costs of investigation, removal or remediation of such substances at the disposal or
treatment site, regardless of whether the affected site is owned or operated by them.

Because we own and operate a number
of facilities that use, manufacture, store, handle or arrange for the disposal of various
hazardous materials, we may incur costs for investigation, removal and remediation, as
well as capital costs, associated with compliance with environmental laws. Additionally,
at the time of our asset acquisition of the Electronic Warfare Passive Expendables
Division of BAE Systems North America, certain environmental remedial activities were
required under a Part B Permit issued to the infrared decoy flare facility by the
Arkansas Department of Environmental Quality under the Federal Resource Conservation and
Recovery Act. The Part B Permit was transferred to our subsidiary, Armtec, along with
the remedial obligations. Under the terms of the asset purchase agreement, BAE Systems
agreed to complete all remedial obligations at the infrared decoy flare facility and to
indemnify us for all environmental liabilities related to that facility to a maximum
amount of $25.0 million. Although environmental costs have not been material in the
past, we cannot assure that these matters, or any similar liabilities that arise in the
future, will not exceed our resources, nor can we completely eliminate the risk of
accidental contamination or injury from these materials.

We may be required to defend
lawsuits or pay damages in connection with the alleged or actual harm caused by our
products.

We face an inherent business risk of
exposure to product liability claims in the event that the use of our products is alleged
to have resulted in harm to others or to property. For example, our operations expose us
to potential liabilities for personal injury or death as a result of the failure of an
aircraft component that has been designed, manufactured or serviced by us. We may incur
significant liability if product liability lawsuits against us are successful. While we
believe our current general liability and product liability insurance is adequate to
protect us from future product liability claims, we cannot assure that coverage will be
adequate to cover all claims that may arise. Additionally, we may not be able to maintain
insurance coverage in the future at an acceptable cost. Any liability not covered by
insurance or for which third-party indemnification is not available could have a material
adverse effect on our business, financial condition and results of operations.

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# Item 2.    Properties

The following table summarizes our
properties that are greater than 50,000 square feet, including identification of the
business segment, as of October 29, 2004:

|Location             |  | Type of Facility          | Business Segment    | Approximate
Square
Footage | Owned
or
Leased
|-------------------- |  | ------------------------- | ------------------- | -------------------------- | ---------------
|Brea, CA             |  | Office, Plant & Warehouse | Advanced Materials  | 429,000                    | Owned          
|East Camden, AR      |  | Office & Plant            | Advanced Materials  | 175,000                    | Leased         
|Seattle, WA          |  | Office & Plant            | Avionics & Controls | 200,000                    | Leased         
|Coachella, CA        |  | Office & Plant            | Advanced Materials  | 112,000                    | Owned          
|Buena Park, CA       |  | Office & Plant            | Sensors & Systems   | 110,000                    | Owned          
|Bourges, France      |  | Office & Plant            | Sensors & Systems   | 109,000                    | Leased         
|Farnborough, U.K.    |  | Office & Plant            | Sensors & Systems   | 105,000                    | Leased         
|Sylmar, CA           |  | Office & Plant            | Avionics & Controls | 96,000                     | Leased         
|Kent, WA             |  | Office & Plant            | Advanced Materials  | 93,000                     | Owned          
|Valencia, CA         |  | Office & Plant            | Advanced Materials  | 88,000                     | Owned          
|Coeur d'Alene, ID    |  | Office & Plant            | Avionics & Controls | 88,000                     | Leased         
|Taunton, MA          |  | Office & Plant            | Advanced Materials  | 85,000                     | Leased         
|Santa Fe Springs, CA |  | Office & Plant            | Advanced Materials  | 81,000                     | Leased         
|London, U.K.         |  | Office & Plant            | Sensors & Systems   | 70,000                     | Leased         
|Tijuana, Mexico      |  | Office & Plant            | Sensors & Systems   | 61,000                     | Leased         
|Norwich, NY          |  | Office & Plant            | Sensors & Systems   | 57,000                     | Owned          
|Painesville, OH      |  | Office & Plant            | Sensors & Systems   | 50,000                     | Owned          
|Lillington, NC       |  | Office & Plant            | Advanced Materials  | 50,000                     | Leased         

In total, we own approximately
1,100,000 square feet and lease approximately 1,400,000 square feet of manufacturing
facilities and properties.

# Item 3.    Legal
Proceedings

From time to time we are involved in
legal proceedings arising in the ordinary course of our business. We believe we have
adequately reserved for these liabilities 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

No matter was submitted to a vote of
security holders during the fourth quarter of the fiscal year ended
October 29, 2004.

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# PART II

# Item 5.    Market
for Registrants Common Equity and Related Stockholder Matters

We hereby incorporate by reference
the following information that appears in our Annual Report to Shareholders for the fiscal
year ended October 29, 2004:

|(a) |  | The
high and low market sales prices of our common stock for each quarterly period during fiscal years 2004 and 2003, respectively, is set forth under
the section entitled Market Price of Esterline Common Stock of the Annual Report to Shareholders for the fiscal year ended October 29, 2004.
The Annual Report is included as Exhibit 13 to this report.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | Restrictions
on the ability to pay future cash dividends is set forth in Note 11 to the Consolidated Financial Statements of the Annual Report to
Shareholders for the fiscal year ended October 29, 2004. The Annual Report is included as Exhibit 13 to this report.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

No cash dividends were paid during
fiscal years 2004 and 2003. We currently intend to retain all future earnings for use to
expand the business and retire debt. We are restricted from paying dividends under our
current credit facility and do not anticipate paying any dividends in the foreseeable
future.

On January 4, 2005,
there were 561 holders of record of our common stock.

The principal market for our Common
Stock is the New York Stock Exchange.

# Item 6.    Selected
Financial Data

We hereby incorporate by reference
the information set forth under the section entitled, Selected Financial Data
of the Annual Report to Shareholders for the fiscal year ended October 29, 2004.
The Annual Report is included as Exhibit 13 to this report.

# Item 7.    Managements
Discussion and Analysis of Financial Condition and Results of Operations

We hereby incorporate by reference
the information set forth under the section entitled Managements Discussion
and Analysis of Financial Condition and Results of Continuing Operations of the
Annual Report to Shareholders for the fiscal year ended October 29, 2004. The
Annual Report is included as Exhibit 13 to this report.

# Item 7A.    Quantitative
and Qualitative Disclosures About Market Risk

We hereby incorporate by reference
the information set forth under the section Disclosures About Market Risk of the Annual Report to Shareholders for the fiscal year ended October 29,
2004. The Annual Report is included as Exhibit 13 to this report.

# Item 8.    Financial
Statements and Supplementary Data

The report of Ernst & Young LLP,
Independent Registered Public Accounting Firm, and the consolidated financial statements
are included in the Annual Report to Shareholders for the fiscal year ended
October 29, 2004 and are hereby incorporated by reference. Quarterly results of
operations are reported in Note 17 of the Companys Annual Report to Shareholders for the fiscal

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year ended October 29, 2004 and are hereby
incorporated by reference. The Annual Report is included as Exhibit 13 to this
report.

# Item 9.    Changes
in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

# Item 9A.   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
October 29, 2004. Based upon that evaluation, they concluded as of
October 29, 2004, 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 three months ended
October 29, 2004, there were no changes in our internal control over financial
reporting that materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.

# Item 9B.    Other
Information

None.

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# PART III

# Item 10.    Directors
and Executive Officers of the Registrant

(a)  Directors.

We hereby incorporate by reference
the information set forth under Election of Directors,
Section 16(a) Beneficial Ownership Reporting Compliance, Code of
Ethics, and Other Information as to Directors  Board and Board
Committees, in the definitive form of the Companys Proxy Statement, relating
to its Annual Meeting of Shareholders to be held on March 2, 2005.

(b)  Executive Officers.

Information regarding our executive
officers required by this item appears in Item 1 of this report under Executive
Officers of the Registrant.

# Item 11.    Executive
Compensation

We hereby incorporate by reference
the information set forth under Other Information as to Directors  Director
Compensation, Executive Compensation, Compensation Committee
Report, and Common Stock Price Performance Graph, in the definitive form
of the Companys Proxy Statement, relating to its Annual Meeting of Shareholders to
be held on March 2, 2005.

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# Item 12.    Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

# Equity Compensation Plan
Information

The following table gives information
about the shares of Common Stock that may be issued upon the exercise of options, warrants
and rights under the Amended and Restated 1987 Stock Option Plan, the Non-Employee
Directors Compensation Plan, the Amended and Restated 1997 Stock Option Plan, the
2004 Equity Incentive Plan and the 2002 Employee Stock Purchase Plan, the only equity
compensation plans of the Company in effect as of the end of the Companys last
fiscal year.

|                      | Equity Compensation Plan Information
|--------------------- | ------------------------------------
|
|Equity compensation   |                                     
|plans approved by     |                                     
|security holders      |                                     
|                      |                                     
|Equity compensation   |                                     
|plans not approved by |                                     
|security holders      |                                     
|                      |                                     
|Total                 |                                     

|1 | Of
these shares, 186,187 shares are available for purchase under the 2002 Employee Stock
Purchase Plan, 575,250    are available for grant under the Company's 2004 Equity
Incentive Plan and 61,190 are available for grant under    the Non-Employee Directors'
Stock Compensation Plan, as of the end of the Company's last completed fiscal year.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2 | Pursuant
to the Non-Employee Directors' Stock Compensation Plan, each of the Company's
non-employee directors    will receive an automatic grant of shares of Common Stock not
subject to any restriction on the date of each    annual shareholders meeting with an
aggregate market value of $10,000 based on the closing price of the Common    Stock on
that date.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We hereby incorporate by reference the information with respect to stock ownership set forth under "Security
Ownership of Certain Beneficial Owners and Management" in the definitive form of the Company's Proxy Statement,
relating to its Annual Meeting of Shareholders to be held on March 2, 2005.

# Item 13.    Certain Relationships and Related Transactions

None.

# Item 14.    Independent Registered Public Accounting Firm Fees and Services

We hereby incorporate the information set forth under "Independent Registered Public Accounting Firm Fees and
Services" in the definitive form of the Company's Proxy Statement relating to the 2005 Annual Meeting of
Shareholders, to be held on March 2, 2005.

-24-

---

# PART IV

# Item 15.    Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)(1)  Financial Statements.

The following consolidated financial statements, together with the report thereon of Ernst & Young LLP,
Independent Registered Public Accounting Firm, dated December 10, 2004, appearing in the Company's Annual Report
to Shareholders for the fiscal year ended October 29, 2004.

| |                                                                          | Annual Report
Reference
| | ------------------------------------------------------------------------ | -----------------------
| | Consolidated Statement of Operations  Fiscal years 2004, 2003, and 2002 | *                      
| |                                                                          |                        
| | Consolidated Balance Sheet  October 29, 2004 and October 31, 2003       | *                      
| |                                                                          |                        
| | Consolidated Statement of Cash Flows  Fiscal years 2004, 2003, and 2002 | *                      
| |                                                                          |                        
| | Consolidated Statement of Shareholders' Equity and Comprehensive        
| | Income  Fiscal years 2004, 2003, and 2002                               | *                      
| |                                                                          |                        
| | Notes to Consolidated Financial Statements  October 29, 2004            | *                      
| |                                                                          |                        
| | Report of Ernst & Young LLP, Independent Registered Public              
| | Accounting Firm                                                          | *                      

|* | Incorporated
by reference to the Annual Report to Shareholders for the fiscal year ended October 29, 2004.
The Annual Report is included as Exhibit 13 to this report.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

Refer also to Part II,
Item 8  Financial Statements and Supplementary Data for additional information.

(a)(2)  Financial Statement Schedules.

The following consolidated financial
statement schedule of the Company is included as follows:

Schedule II  Valuation and
Qualifying Accounts, see page 33.

All other schedules for which
provision is made in the applicable accounting regulations of the Securities and Exchange
Commission are not required under the related instructions or are inapplicable and
therefore have been omitted.

(a)(3)  Exhibits.

See Exhibit Index on
pages 28-32.

-25-

---

SIGNATURES

Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

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

Dated:
January 6, 2005

Pursuant to the requirements of the
Securities Exchange Act of 1934, this Report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates indicated.

|                     |  |                                                                             
|-------------------- |  | ----------------------------------------------------------------------------
|/s/ Robert W. Cremin |  |                                                                             
|                     |  |                                                                             
|(Robert W. Cremin)   |  | Chairman, President and Chief Executive Officer(Principal Executive Officer)
|                     |  |                                                                             

|                     |  |                                                                                                            
|-------------------- |  | -----------------------------------------------------------------------------------------------------------
|/s/ Robert D. George |  |                                                                                                            
|                     |  |                                                                                                            
|(Robert D. George)   |  | Vice President,Chief Financial Officer,Secretary and Treasurer
(Principal Financial and Accounting Officer)
|                     |  |                                                                                                            

|                        |  |         
|----------------------- |  | --------
|/s/ Richard R. Albrecht |  |         
|                        |  |         
|(Richard R. Albrecht)   |  | Director
|                        |  |         

|                   |  |         
|------------------ |  | --------
|/s/ Lewis E. Burns |  |         
|                   |  |         
|(Lewis E. Burns)   |  | Director
|                   |  |         

|                     |  |         
|-------------------- |  | --------
|/s/ Ross J. Centanni |  |         
|                     |  |         
|(Ross J. Centanni)   |  | Director

-26-

---

|                     |  |         
|-------------------- |  | --------
|/s/ John F. Clearman |  |         
|                     |  |         
|(John F. Clearman)   |  | Director
|                     |  |         

|                    |  |         
|------------------- |  | --------
|/s/ Robert S. Cline |  |         
|                    |  |         
|(Robert S. Cline)   |  | Director
|                    |  |         

|                            |  |         
|--------------------------- |  | --------
|/s/ Anthony P. Franceschini |  |         
|                            |  |         
|(Anthony P. Franceschini)   |  | Director
|                            |  |         

|                      |  |         
|--------------------- |  | --------
|/s/ Charles R. Larson |  |         
|                      |  |         
|(Charles R. Larson)   |  | Director
|                      |  |         

|                     |  |         
|-------------------- |  | --------
|/s/ Jerry D. Leitman |  |         
|                     |  |         
|(Jerry D. Leitman)   |  | Director
|                     |  |         

|                    |  |         
|------------------- |  | --------
|/s/ James L. Pierce |  |         
|                    |  |         
|(James L. Pierce)   |  | Director

-27-

---

|ExhibitNumber |   | Exhibit
|------------- | - | -------
|              |   |        
|2             |   |        
|              |   |        
|3.            | 1 |        
|              |   |        
|3.            | 2 |        
|              |   |        
|4.            | 1 |        
|              |   |        
|4.            | 2 |        
|              |   |        
|4.            | 3 |        
|              |   |        
|10.           | 1 |        
|              |   |        
|10.           | 2 |        

-28-

---

|ExhibitNumber |     | Exhibit
|------------- | --- | -------
|              |     |        
|10.           | 4   |        
|              |     |        
|10.           | 4a  |        
|              |     |        
|10.           | 5   |        
|              |     |        
|10.           | 5a  |        
|              |     |        
|10.           | 10* |        
|              |     |        
|10.           | 13* |        
|              |     |        
|10.           | 15* |        

-29-

---

|ExhibitNumber |      | Exhibit
|------------- | ---- | -------
|              |      |        
|10.           | 16j* |        
|              |      |        
|10.           | 19*  |        
|              |      |        
|10.           | 19a* |        
|              |      |        
|10.           | 20j* |        
|              |      |        
|10.           | 22   |        
|              |      |        
|10.           | 24*  |        
|              |      |        
|10.           | 25   |        
|              |      |        
|10.           | 26   |        

-30-

---

|ExhibitNumber |     | Exhibit
|------------- | --- | -------
|              |     |        
|10.           | 27  |        
|              |     |        
|10.           | 28* |        
|              |     |        
|10.           | 30  |        
|              |     |        
|10.           | 31  |        
|              |     |        
|10.           | 33* |        
|              |     |        
|10.           | 34  |        
|              |     |        
|10.           | 35  |        
|              |     |        
|10.           | 36* |        

-31-

---

|ExhibitNumber |    | Exhibit
|------------- | -- | -------
|              |    |        
|10.           | 37 |        
|              |    |        
|11            |    |        
|              |    |        
|12.           | 1  |        
|              |    |        
|13            |    |        
|              |    |        
|21            |    |        
|              |    |        
|23            |    |        
|              |    |        
|31.1          |    |        
|              |    |        
|31.2          |    |        
|              |    |        
|32.1          |    |        
|              |    |        
|32.2          |    |        

---

* Indicates management contract or
compensatory plan or arrangement.

-32-

---

ESTERLINE TECHNOLOGIES
CORPORATION AND SUBSIDIARIESSCHEDULE II 
VALUATION AND QUALIFYING ACCOUNTS(In Thousands)

|Description          |  | Balance atBeginningof Year |   | Chargedto Costsand Expenses |  | Deductions |       | Balanceat Endof Year |  
|-------------------- |  | -------------------------- | - | --------------------------- |  | ---------- | ----- | -------------------- | -
|Reserve for Doubtful |  |                            |   |                             |  |            |       |                      |  
|Accounts Receivable  |  |                           
|                     |  |                            |   |                             |  |            |       |                      |  
|Fiscal Years         |  |                           
|                     |  |                            |   |                             |  |            |       |                      |  
|2004                 |  |                            | $ | 2,669                       |  | $          | 1,294 |                      | $
|                     |  |                            |   |                             |  |            |       |                      |  
|2003                 |  |                            | $ | 2,700                       |  | $          | 741   |                      | $
|                     |  |                            |   |                             |  |            |       |                      |  
|2002                 |  |                            | $ | 2,447                       |  | $          | 1,327 |                      | $
|                     |  |                            |   |                             |  |            |       |                      |  

|1 | Uncollectible
accounts written off, net of recoveries.
|- | ------------------------------------------------------

|2 | Uncollectible
accounts written off, net of recoveries, of $364 and the reclassification of the reserve
for doubtful accounts receivable to net assets of discontinued operations of $710.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-33-

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