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                                                                   EXHIBIT 10.11

                      FIRST AMENDMENT TO ESCO ELECTRONICS
               CORPORATION DIRECTORS' EXTENDED COMPENSATION PLAN


         WHEREAS, ESCO Electronics Corporation ("Company") adopted the ESCO
Electronics Corporation Directors' Extended Compensation Plan ("Plan"); and

         WHEREAS, the Company retained the right to amend the Plan; and

         WHEREAS, the Company desires to amend the Plan effective as of January
1, 2000;

         NOW, THEREFORE, effective as of January 1, 2000, the Plan is amended as
follows:

         1. The second sentence of paragraph 1 of Section IV is revised to
            read as follows:

                    Such Committee shall have the right to amend or terminate
                    the Plan at any time, but no such action shall
                    retroactively reduce the benefits already accured.

         2. The following paragraph is added at the end of Section IV:

                7.  The Plan shall inure to the benefit of and be
                    enforceable by the directors and their legal
                    representatives and shall be binding upon the Company
                    and its successors and assigns. The Company shall
                    require any successor (whether direct or indirect, by
                    purchase, merger, consolidation, sale of assets or
                    otherwise) to assume and expressly agree to perform the
                    duties of the Company under the Plan in the same manner
                    and to the same extent that the Company would be
                    required to perform if no such succession had taken
                    place. The Plan shall be construed and interpreted in
                    accordance with the laws of the State of Missouri
                    without regard to any principles of conflict of laws.
                    Any litigation in respect of the Plan shall be brought
                    in the Federal or State Courts of Missouri.


         IN WITNESS WHEREOF, the foregoing Amendment was adopted on the 3rd day
of February, 2000.









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