8-K/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ________________

                                    FORM 8-K/A

                                 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 29, 2001

                           Curtiss-Wright Corporation
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             (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
  Lyndhurst, New Jersey                                           07071
  ---------------------                                           -----
  Address of principal                                          (Zip Code)
   executive offices



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



Item 5. Other Events.

     This Form 8-K/A is an  ammendment  to the Form 8-K,  filed on  December  3,
2001.  The Form  8-K was  inadvertently  missing  Exhibit  99 and the  conformed
signature on the signature page.

     On  November  29,  2001,  Curtiss-Wright   Corporation   ("Curtiss-Wright")
consummated  a  recapitalization  (the  "Recapitalization")  of its  outstanding
common  stock,  par value $1 per  share  (the  "Common  Stock"),  involving  the
creation  of a new Class B common  stock,  par value $1 per share (the  "Class B
Common  Stock").  Prior  to the  Recapitalization,  Unitrin,  Inc.,  a  Delaware
corporation ("Unitrin"),  was the beneficial owner of 4,382,400 shares of Common
Stock.  As part of the  Recapitalization,  and in  order  to  meet  certain  tax
requirements,  the  4,382,400  shares  of  Common  Stock  held by  Unitrin  were
exchanged for 4,382,400  shares of Class B Common Stock.  Immediately  after the
consummation of the Recapitalization,  Unitrin distributed the shares of Class B
Common  Stock to its  stockholders.  The holders of the Class B Common Stock are
entitled  to elect at least 80% of the Board of  Directors.  The  holders of the
Common  Stock  are  entitled  to elect up to 20% of the  Board of  Directors  of
Curtiss-Wright.  The existing Curtiss-Wright Board of Directors will continue to
serve in their current capacities.

     Also in connection with the  Recapitalization,  Curtiss-Wright  amended its
Restated  Certificate of Incorporation  to provide for, among other things,  the
elimination  of the  shareholders'  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.


Item 7.  Exhibits.

99.      Press Release dated November 29, 2001.



                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, hereunto duly authorized.

                                                CURTISS-WRIGHT CORPORATION


DATED:  November 29, 2001                   By: /s/ Glenn E. Tynan
                                                ------------------
                                                Glenn E. Tynan
                                                Corporate Controller



Exhibit Index

Exhibit           Description

99.               Press Release dated November 29, 2001.

EX-99

                                  NEWS RELEASE

                   1200 Wall Street West, Lyndhurst, NJ 07071
                       (201) 896-8400 o FAX (201) 438-5680
                              www.curtisswright.com

CONTACT: Gary Benschip                                     FOR IMMEDIATE RELEASE
         (201) 896-8520
         gbenschip@cwcorp.curtisswright.com


Curtiss-Wright Effects Recapitalization to Facilitate Tax-Free Distribution
by Unitrin

Lyndhurst,  New Jersey - November 30, 2001 - Curtiss-Wright  Corporation  (NYSE:
CW) announced  today the completion of a  recapitalization  of its common stock.
The  recapitalization  was implemented to facilitate a tax-free  distribution by
Unitrin,  Inc. to its shareholders of its 44% equity position in Curtiss-Wright.
The  recapitalization  was approved at a special meeting of the  stockholders of
Curtiss-Wright on October 26, 2001.

Pursuant  to the  recapitalization  plan  and  in  order  to  meet  certain  tax
requirements,  Unitrin's shares have been exchanged for an equivalent  number of
shares of a new Class B Common  Stock of  Curtiss-Wright  that are  entitled  to
elect at least 80% of Curtiss-Wright's Board of Directors.  Other than the right
to elect Directors, the two classes of stock vote as a class (except as required
by law) and are equal in all other respects. In connection with the transactions
completed  today,  Unitrin  completed the tax-free  distribution  of the Class B
shares  to its  approximately  8,000  registered  stockholders.  The new Class B
Common Stock is listed on the New York Stock Exchange under the symbol "CW.B".

"We are very  pleased to have  concluded  this  process  and  believe it will be
beneficial in creating long-term  shareholder  value," stated Martin R. Benante,
Curtiss-Wright's   Chairman  and  Chief  Executive  Officer.  "This  transaction
represents a major step in our efforts to improve our stock's liquidity, broaden
our shareholder base, and attract additional institutional investors. We welcome
our  new  shareholders  and  firmly  believe  that  their  direct  ownership  of
Curtiss-Wright common shares will prove to be rewarding."

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Curtiss-Wright  Corporation  is a  diversified  provider  of  highly  engineered
products and services to the Motion  Control,  Flow Control and Metal  Treatment
industries.  The firm employs  approximately  2,600 people.  More information on
Curtiss-Wright can be found on the Internet at www.curtisswright.com.

Forward-looking  statements in this release related to expectations of continued
high revenues related to new commercial  aircraft and continued sales and income
growth,  and are made  pursuant  to the Safe  Harbor  provisions  of the Private
Securities  Litigation Reform Act of 1995. Such  forward-looking  statements are
subject to certain risks and  uncertainties  that could cause actual  results to
differ materially from those expressed or implied.  Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date hereof. Such risks and uncertainties include, but are not limited to: a
reduction in anticipated  orders; an economic downturn;  changes in the need for
additional  machinery and equipment  and/or in the cost for the expansion of the
Corporation's operations; changes in the competitive marketplace and/or customer
requirements;  an inability to perform  customer  contracts at anticipated  cost
levels;  and other  factors that  generally  affect the  business of  aerospace,
defense,  marine,  and industrial  companies.  Please refer to the Company's SEC
filings under the Securities  and Exchange Act of 1934, as amended,  for further
information.