8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ________________

                                    FORM 8-K

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

        Date of report (Date of earliest event reported) November 7, 2000

                           Curtiss-Wright Corporation
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



       Delaware                       1-134                13-0612970
(State or Other Jurisdiction     (Commission File         (IRS Employer
 of Incorporation)                Number)                  Identification No.)




       1200 Wall Street West                              07071
       Lyndhurst, New Jersey
(Address of principal executive offices)                  (Zip Code)





Registrant's telephone number, including area code:  (201) 896-8400




Item 7.           Exhibits.

99.1      Script for Conversations with Financial Analysts and Institutional
          Investors



Item 9.           Regulation FD Disclosure.

The script relating to conversations by Curtiss-Wright  with financial  analysts
and  institutional  investors  held on November 7, 2000 is attached to this Form
8-K as Exhibit 99.1 and is hereby incorporated by reference.






                                    SIGNATURE

     Pursuant to the  requirements  of Section 12 of the  Securities  Exchange
Act of 1934, the registrant  has duly caused this  registration  statement to be
signed on its behalf by the undersigned, thereto duly authorized.


                                              CURTISS-WRIGHT CORPORATION

DATED:  November 7, 2000                      By: /s/ Robert A. Bosi
                                                  ------------------
                                              Name:    Robert A. Bosi
                                              Title:   Vice President - Finance



Exhibit Index

Exhibit           Description

99.1              Script for Conversations with Financial Analysts and
                  Institutional Investors.

EX-99.1

                           Curtiss-Wright Corporation
       Script for Conversations with Analysts and Institutional Investors

Curtiss-Wright  has entered  into an  agreement  in  principle  with our largest
shareholder, Unitrin that will allow Unitrin to spin-off to its shareholders its
ownership  position  in  Curtiss-Wright  in  a  tax-free  manner.  Unitrin  owns
approximately 44% of the Company's outstanding shares.

As part of the  transaction,  subject to the  consummation  of the  transaction,
Curtiss-Wright will be making a special dividend to its non-Unitrin shareholders
in the amount of 25 cents per share shortly before the spin-off is to occur.

Recapitalization

1.       In order for the  transaction  to be tax-free to Unitrin  shareholders,
         we have agreed to establish an additional class of common stock,  Class
         B, having the right to elect 80% of the Curtiss-Wright Board. This will
         be the only  difference  in what will be two classes of  Curtiss-Wright
         common  stock.  The shares of common  stock  owned by  Unitrin  will be
         converted  into the  Class B stock  and  would be  entitled  to elect a
         minimum of 80% of the Board of Directors of the company.  The remainder
         of  our  existing   common  stock,   which  is  owned  by   non-Unitrin
         shareholders,  would have the  ability to elect no more than 20% of the
         Board.

2.       The Class B stock,  which is the class that would  elect 80% of the
         Curtiss-Wright  Directors,  would be issued to Unitrin in exchange  for
         all of the shares of Common  Stock  that it  currently  holds.  Unitrin
         would then  distribute  its 4.4 million  shares of Class B stock to its
         stockholders.

3.       Other than the rights  with  respect to the  election  of the Board,
         the two classes of stock would be identical in all other aspects.

It is  important  to note that two  separate  votes are  required to approve the
recapitalization. First, the merger agreement providing for the recapitalization
must be adopted by a majority of Curtiss-Wright's shareholders. In addition, the
recapitalization   must  be  approved  by  more  than  50%  of  Curtiss-Wright's
non-Unitrin  shareholders  voting on the matter.  In addition the transaction is
subject  to  Unitrin's  receipt of a letter  ruling  from the  Internal  Revenue
Service  with  respect to the  tax-free  status of the  distribution  to Unitrin
shareholders.

We believe that the  distribution of Unitrin's  Curtiss-Wright  shares will have
positive long-term benefits:

1.   Since 1976, Unitrin has held a significant portion of Curtiss-Wright stock.
     Unitrin's  long-term  investment  strategy  has  resulted in a  significant
     portion of  Curtiss-Wright's  stock being removed from circulation.  Due to
     the size of Unitrin's  investment and its investment  approach,  we believe
     that Unitrin's  ownership has had a negative impact on the liquidity of our
     stock.  The  contemplated  distribution of Unitrin's  position to a broader
     ownership  base is  expected to improve  our  stock's  liquidity.  This may
     increase its attractiveness to a broader investor base.

2.   The addition of Unitrin's  shareholders, which number approximately  8,000,
     would represent a significant  increase in our shareholder  base, which now
     numbers about 3,800.  The  improvement in the liquidity of the stock and in
     the size of our  shareholder  base is  expected  to  attract  new sell side
     analysts in the investment community to follow our stock. The Company views
     this as a positive aspect to the transaction since it would increase market
     awareness of Curtiss-Wright and likely lead to a number of new investors as
     they become aware of our name.

3.   A particular  issue that has been raised  historically by  institutional
     investors  is the lack of float that exists in the stock.  The  spin-off of
     the Unitrin position will improve float and is expected to improve interest
     in Curtiss-Wright by institutional investors.

4.   An increase in our shareholder base and the exposure we have in the
     investment community is expected to improve our ability to raise capital in
     the future when the need  arises.  This would apply to both equity and debt
     financing.

5.   It is our  understanding  that  other  companies  that  have  completed
     similar  transactions  have over the long-term  experienced  improved stock
     price performance relative to market benchmarks.

It should be noted that for all practical  purposes,  with an ownership position
of 44%,  Unitrin  has the  ability to be very  influential  in  determining  the
outcome of issues  that are  placed  before the  shareholders  for a vote.  As a
matter of fact, the new structure  will only impact voting rights  regarding the
selection of Board Members. It will actually improve shareholder  representation
as it  applies  to all  other  issues.  By  eliminating  Unitrin's  concentrated
ownership, the voting influence of all other shareholders will actually improve.

In  connection  with its  approval of the  recapitalization  and  spin-off,  the
Curtiss-Wright Board also announced adoption of a stockholders' rights plan. The
plan has been  implemented to enhance the ability of  Curtiss-Wright's  Board to
protect the interests of stockholders in the event of an unsolicited proposal to
acquire a  significant  interest in the Company at a price that does not reflect
its fair value.  In connection  with, and to be effective upon completion of the
recapitalization  and  spin-off,   Curtiss-Wright  will  also  seek  shareholder
approval of a series of corporate  governance-related changes to its certificate
of incorporation,  including among other things, the classification of its Board
of  Directors  into  three  classes  serving  staggered  three-year  terms,  the
elimination  of the  stockholders'  ability to act by written  consent or call a
special  meeting,  and the  requirement of a two-thirds  vote of shareholders to
amend certain  provisions of the Restated  Certificate of Incorporation  and the
by-laws Approval of these amendments by a majority of our shareholders will also
be a condition to the recapitalization.

We feel that this  proposed  transaction  would be beneficial to the Company and
its shareholders over the long term by improving the trading  characteristics of
Curtiss-Wright's stock in the marketplace.