8-K

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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): October 22, 2001

                                 EDO Corporation
             (Exact name of Registrant as specified in its charter)

                                                                                   
             New York                                        3812                             11-0707740
     (State or Other Jurisdiction         (Primary Standard Industrial Classification       (I.R.S. Employer
   of Incorporation or Organization)                     Code Number)                      Identification No.)

   

                            ________________________
                         60 East 42/nd/ Street, Suite 5010
                               New York, NY 10165
                                  212.716.2000

    (Address, Including Zip Code, and Telephone Number, Including Area Code,
                  of Registrant's Principal Executive Offices)

                            ________________________
                                 Not applicable
          (Former name or former address, if changed since last report)

                            ________________________



Item 9.  Regulation FD Disclosure

         The following information is furnished pursuant to Regulation FD.

         On October 22, 2001, the registrant issued a press release announcing
financial results for its third quarter ended September 29, 2001. A copy of the
press release is attached as Exhibit 99.1 hereto.



                                    SIGNATURE

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

                                        EDO CORPORATION

                                        By: /s/ William J. Frost
                                           ------------------------------------
                                        Name:  William J. Frost
                                        Title: Vice President - Administration
                                               and Secretary

Date: October 23, 2001



                                  EXHIBIT INDEX

Number         Exhibit

99.1           Press Release dated October 22, 2001.

EX-99.1

                                                                    Exhibit 99.1

                          [LETTERHEAD OF EDO CORPORATION]

 [LOGO]                                                    FOR IMMEDIATE RELEASE


                     EDO Corporation Provides Preliminary
                              Third Quarter Results

          NEW YORK, NEW YORK, October 22, 2001 . . .EDO Corporation (NYSE:EDO)
     today announced that earnings per diluted share for the quarter ended
     September 30, 2001 are expected to be in the range of $0.28 to $0.30 and
     EBITDA for the third quarter is expected to be approximately $9.9 million.
     The Company expects its revenues for the third quarter to be approximately
     $60 million and revenues for the year ending December 31, 2001 to be
     approximately $260 million.

          In light of the proposed public offering of an aggregate 4.0 million
     common shares by the Company and the EDO Employee Stock Ownership Plan
     (ESOP), its qualified retirement plan, the Company decided it was
     appropriate to provide investors with earnings and revenue guidance for the
     third quarter and revenue guidance for the year.

          The Company will formally release third quarter 2001 operating results
     on Wednesday, October 31, 2001 and will hold its third quarter conference
     call at 11:00 a.m. Eastern Time on the same day. During the conference
     call, the Company may also discuss its future outlook as well as other
     matters. A simultaneous webcast of the conference call may be accessed
     online at www.CompanyBoardroom.com or at www.EDOcorp.com. A replay will be
               ------------------------       ---------------
     available immediately following the webcast at these same internet
     addresses.

          A registration statement relating to the securities covered by the
     public offering mentioned above has been filed with the Securities and
     Exchange Commission but has not yet become effective. Those securities may
     not be sold nor may offers to buy be accepted prior to the time the
     registration statement becomes effective. This press release shall not
     constitute an offer to sell or the solicitation of an offer to buy nor
     shall there be any sale of those securities in any state in which such
     offer, solicitation or sale would be unlawful prior to the registration or
     qualification under the securities laws of any such state.

                                     (more)



EDO Corporation Provides Preliminary Third Quarter Results
October 22, 2001
Page Two

About EDO Corporation

     EDO Corporation (www.EDOcorp.com) supplies sophisticated, highly engineered
products and systems for defense, aerospace and industrial applications,
including advanced electronic, electromechanical systems, information systems
and engineered materials, which are mission-critical, standard equipment on a
wide range of our customers' products. The Company's Defense Segment provides
integrated defense systems and components including electronic warfare systems,
subsystems and test equipment, aircraft stores suspension and release systems,
airborne mine countermeasure systems, command, control and communications
systems and undersea warfare sonar systems for military forces and governments
worldwide. The Company's Space and Communication Segment supplies antenna
products and space sensor communications products for the remote sensing,
communication, and navigation industries. The Company's Engineered Materials
Segment supplies electro-ceramic products and advanced fiber composite and
structural products for the communication, navigation, chemical, petrochemical,
paper and oil industries for the commercial infrastructure and military markets.

Forward-Looking Statements

This press release contains statements that are forward-looking statements as
defined in Section 27A of the Securities Act of 1933, as amended. These
statements are based on current expectations, estimates and projections about
the Company's earnings and revenues and its business based, in part, on
assumptions made by management. These statements are not guarantees of future
performance and involve risks, uncertainties and assumptions that are difficult
to predict. Therefore, actual outcomes and results may differ materially from
what is expressed or forecasted in such forward-looking statements due to
numerous factors, including those described above and the following: changes in
demand for the Company's products, product mix, the timing of customer orders
and deliveries, the impact of competitive products and pricing, difficulties
encountered in the integration of acquired businesses and other risks discussed
from time to time in the Company's SEC filings and reports. In addition, such
statements could be affected by general industry and market conditions and
growth rates, and general domestic and international economic conditions. Such
forward-looking statements speak only as of the date on which they are made, and
the Company does not undertake any obligation to update any forward-looking
statement to reflect events or circumstances after the date of this release.

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