10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K

[X]	Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended October 31, 1999
	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 (State or other jurisdiction of incorporation or organization)	13-2595091 (I.R.S. Employer Identification No.)
10800 NE 8th Street Bellevue, Washington (Address of principal executive offices)	98004 (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 exchange   on which registered
Common Stock ($.20 par value) Preferred Stock Purchase Rights	New York Stock Exchange New 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.

 X  Yes                 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.      [X]

As of January 4, 2000, 17,350,751 shares of the Registrant's common stock were outstanding. The aggregate market value of such common stock held by non-affiliates at such date was $196,280,371 (based upon the closing sales price of $11.3125 per share).

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Annual Report to Shareholders for Fiscal Year ended October 31, 1999-Parts I, II and IV.

Portions of Definitive Proxy Statement relating to the 2000 Annual Meeting of Shareholders, to be held on March 2, 2000-Part III.

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 7 for further discussion.

Item 1.  Business

      (a)  General Development of Business.

      Esterline Technologies Corporation, a Delaware corporation formed in 1967 (the "Company"), is a manufacturing company with operations primarily serving aerospace and defense markets. Over the past few years, management has been focusing the Company's businesses on core competencies through a selective acquisition and divestiture program that supports its long-term strategic direction. As this has occurred, the Company has also changed the way that it is organized and managed. The segments presented-Aerospace, Advanced Materials and Automation-reflect this change.

      The Company completed two transactions late in the year that were key to pursuing its strategic direction. The first was the purchase of Muirhead Vactric and Norcroft Dynamics ("Muirhead"), a U.K.-based group, serving aerospace customers. This purchase enabled the Company to establish a significant base in the U.K. The second was the divestiture of Federal Products Co., the Company's only operation in the metrology business and one which accounted for less than 10% of sales. Just subsequent to year-end, the Company completed another transaction-the purchase of Advanced Input Devices ("A.I.D."), a manufacturer of custom keyboards and other multifunction data input subsystems. This operation is strategic for expansion of high-end illuminated displays and custom panels, a core growth platform for the Company.

      As part of the long-term strategic direction, the Company is anticipating the global needs of its customers and the necessity to respond with comprehensive solutions worldwide. This effort has resulted in establishing strategic realignments of operations providing the capability to offer a more extensive product line to each customer through a single contact.

      (b)  Financial Information about Industry Segments.

      A summary of net sales to unaffiliated customers, operating earnings and identifiable assets attributable to the Company's business segments for the years ended October 31, 1999, 1998 and 1997 is incorporated herein by reference to Note 11 to the Company's Consolidated Financial Statements (pages 49-52) of the Annual Report to Shareholders for the year ended October 31, 1999.

      (c)  Narrative Description of Business.

      The Company primarily serves aerospace and defense customers with manufactured products such as high-end components for avionics, propulsion and guidance systems and high-performance elastomers and other complex materials in the Aerospace and Advanced Materials Segments. The Automation Segment serves electronic equipment and metal fabricating customers with printed circuit board drilling equipment and automated machine tools for cutting and punching plate metal. Specific comments covering all of the Company's segments and operations are set forth below.

Aerospace

      Aerospace accounted for 40%, 38% and 33% of the Company's net sales in 1999, 1998 and 1997, respectively. Principle operations for Aerospace are Auxitrol and Korry.

      Auxitrol is a manufacturer of high-precision temperature and pressure sensing devices, and hydraulic controls used primarily in aerospace applications. Auxitrol maintains manufacturing operations in Europe and the U.S. The acquisition of Muirhead provides Auxitrol with an operation in the U.K. specializing in the manufacture of micro-motors and motion control sensors. Other product applications include liquid-level measurement devices for ships and storage tanks, and industrial alarms. Auxitrol's principal customers are jet and rocket engine manufacturers. Auxitrol also manufactures electrical penetration devices, under license, for sale to nuclear power plants in most of Europe and certain foreign countries. These penetration devices permit electrical signals to pass through the reactor containment structure safely while maintaining pressure integrity and signal continuity.

      Korry is a market and technology leader in the manufacture of high-reliability electro-optical instrumentation components and systems, illuminated push button switches, indicators, panels and keyboards. These products act as human interfaces in a broad variety of control and display applications. Products have been designed into many existing aircraft systems and, as a result, Korry has a significant spare parts and retrofit business. Just subsequent to year-end, the Company announced a strategic realignment whereby Mason will report under Korry. Mason manufactures control sticks, grips and wheels, as well as specialized switching systems. Primary markets served include commercial and military aviation, and airborne and ground-based military equipment manufacturers. The Company's proprietary products provide customers with significant technological advantages in such areas as night vision-a critical operational requirement-and backlighting for active matrix liquid-crystal displays.

      Switches and indicators accounted for 10%, 13% and 12% of the Company's consolidated net sales in 1999, 1998 and 1997, respectively.

Backlog

      At October 31, 1999 the Aerospace backlog was $113.9 million (of which $24.7 million is expected to be shipped after fiscal 2000) compared with $94.5 million at October 31, 1998.

Advanced Materials

      Advanced Materials accounted for 28%, 20% and 16% of the Company's net sales in 1999, 1998 and 1997, respectively. Principle operations for Advanced Materials are Kirkhill and Armtec.

      Two operations, Kirkhill and TA Mfg., design and manufacture elastomer products primarily for aerospace markets. The products include specialty clamps, seals, tubing and coverings; all designed in custom molded shapes principally for airframe and jet engine manufacturers as well as military and commercial airline aftermarkets. Some of the products include proprietary elastomers that are specifically formulated for various extreme applications, including high-temperature environments on or near a jet engine. During the year, another strategic realignment was announced whereby TA Mfg. now reports under Kirkhill.

      Armtec manufactures molded fiber cartridge cases, mortar increments, igniter tubes and other combustible ammunition components for the U.S. Armed Forces and licenses such technology to foreign defense contractors and governments. Armtec currently is the only supplier of combustible casings utilized by the U.S. Army. These products include the 120mm combustible case used with the main armament system on the U.S. Army's M-1A1 and M-1A2 tanks, the 60mm, 81mm and 120mm combustible mortar increments, and the 155mm combustible case for artillery ammunition.

      Elastomeric products accounted for 14%, 5% and 2% of the Company's consolidated net sales in 1999, 1998 and 1997, respectively.

Backlog

      At October 31, 1999 the Advanced Materials backlog was $54.9 million (of which $7.8 million is expected to be shipped after fiscal 2000) compared with $48.4 million at October 31, 1998 .

Automation

      Automation accounted for 32%, 42% and 51% of the Company's net sales in 1999, 1998 and 1997, respectively. Just prior to the end of the year, the Company sold Federal Products Co., an operation included in this Segment. Currently, principle operations for Automation are Excellon and Whitney.

      Excellon is a leading manufacturer of highly efficient automated drilling systems for the printed circuit board ("PCB") manufacturing industry. During the past few years, Excellon has focused on expanding its product lines to include material handling equipment and routers used in the fabrication of both bare and populated circuit boards. PCB laser technology introduced by Excellon is being used to respond to customers' requirements for increasingly smaller holes on PCBs.

      Printed circuit board drilling equipment accounted for 12%, 16% and 22% of the Company's consolidated net sales in 1999, 1998 and 1997, respectively.

      Whitney designs and builds highly productive automated machine tools for cutting and punching plate and structural steel for construction, transportation, agricultural and mining equipment manufacturers and independent steel fabrication centers. Whitney produces equipment specifically designed for mid- to heavy-plate metal that enables manufacturers to meet rigid cut quality and accuracy standards. The Company believes that the computer-controlled heavy punching and cutting machines significantly reduce setup, work-in-process and material handling time and enable customers to utilize just-in-time production; therefore reducing inventory and production costs. In its niche, Whitney is the leading supplier in the U.S. and serves markets in both Europe and Asia. In recent years, Whitney has introduced laser technology into its line of products. Whitney's laser equipment is the most powerful available for precision cutting of plate steel.

Backlog

      At October 31, 1999 the Automation backlog was $14.4 million (all of which is expected to be shipped during fiscal 2000) compared with $25.5 million at October 31, 1998.

Marketing and Distribution

      As businesses globalize, the Company believes that a key to continued success is its ability to meet customer requirements worldwide. In order to accomplish this, several realignments have been made among the operations in order to provide a wider variety of products through one source-Auxitrol/Muirhead, Korry/Mason and Kirkhill/TA Mfg. are prime examples. In addition, the Company anticipates that the combined operations will assist in developing strong preferred provider relationships. Another key to continued success in any market is the ability to provide solutions that simplify, integrate and improve the processes and procedures currently being applied by customers.

Research and Development

      Currently, the Company's 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 1999, approximately $24 million was expended for research, development and engineering, compared with $20.8 million in 1998 and $17.6 million in 1997. The Company consistently invests in research and development, believing that continued product development is key to the long-term growth of the Company.

Foreign Operations

      The Company's principal foreign operations consist of manufacturing facilities located in France, Spain and the United Kingdom. The Company also maintains offices in the United Kingdom, France, Germany, Hong Kong, Italy and Japan that provide a variety of functions including sales, service, distribution and/or purchasing. For further information regarding foreign operations, reference is made to Note 11 to the Consolidated Financial Statements (pages  49-52) of the Company's Annual Report to Shareholders for the year ended October 31, 1999, which is incorporated herein by reference.

Employees

      The Company had approximately 3,700 employees at October 31, 1999. Fewer than 10% of these employees were members of an organized labor union. In addition, the European operations are subject to specific local regulations governing employment. In October 1999, with the Company's purchase of Muirhead, employees outside of the U.S. represented approximately 20% of the total employee base.

Government Contracts and Subcontracts

      As a contractor and subcontractor to the U.S. Government, the Company is subject to various laws and regulations that are more restrictive than those applicable to non-government contractors. Combined, approximately 13% of the Company's sales are subject to government contracting regulations. As a consequence, such contracts may be subject to protest or challenge by unsuccessful bidders or to termination, reduction or modification in the event of changes in government requirements, reductions in federal spending, and other factors. The accuracy and appropriateness of certain costs and expenses used to substantiate direct and indirect costs of the Company 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.

Competition, Patents and Leases

      The Company's products and services are affected by varying degrees of competition. The Company competes with other companies in most markets it serves, many of which have far greater sales volume and financial resources. The principal competitive factors in the commercial markets in which the Company participates are product performance and service. Part of product performance requires expenditures in research and development that lead to rapid product improvement. The market for many of the Company's products may be affected by rapid and significant technological changes and new product introduction. Current competitors or new entrants could introduce new products with features that render the Company's products obsolete or less marketable. Principal competitors by Segment include Ametek, Eaton-MSC, and Rosemount for Aerospace; Burke Industries, Meggitt Industries, UMPCO, and Adel for Advanced Materials; Hitachi, Ltd., Schmoll-Posalux, ESI, Lumonics, Pluritec, Klingenlberg, Mazak, Trumpf, Cincinnati, Inc., and Tanaka for Automation.

      The Company holds a number of patents and licenses including a long-term license agreement under which Auxitrol manufactures and sells electrical penetration assemblies. In general, the Company relies on technical superiority, continual product improvement, exclusive equipment features, service to customers and marketing to maintain competitive advantage.

Sources and Availability of Raw Materials and Components

      Due to the Company's diversification, the sources and availability of raw materials and components are not nearly as important as they would be for a company that manufactures a single product. However, certain components and supplies such as air-bearing spindles and ceramic beams for Excellon, and certain other raw materials and components for other operations are purchased from single sources. In such instances, the Company strives to develop alternative sources and design modifications to minimize the effect of business interruptions.

Environmental Matters

      The Company is 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 wastes and (ii) impose liability for the costs of cleaning up, and certain damages resulting from, sites of past spills, disposals or other releases of hazardous substances (together, "Environmental Laws").

      The Company has been identified as a potentially responsible party ("PRP"), pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended ("CERCLA"), and analogous state Environmental Laws, for the cleanup of contamination resulting from past disposals of hazardous wastes at certain sites to which the Company, among others, sent wastes in the past. CERCLA requires PRPs 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 upon all persons liable for cleanup costs. As a practical matter, however, at sites where there are multiple PRPs, the costs of cleanup typically are allocated among the parties according to a volumetric or other standard. Although there can be no assurance, the Company believes, based on, among other things, a review of the data available to the Company regarding each such site, including the minor volumes of waste which the Company is alleged to have contributed, and a comparison of the Company's liability at each such site to settlements previously reached by the Company in similar cases, that it has adequately accrued for the estimated costs associated with such matters.

      Liabilities have been accrued for environmental remediation costs expected to be incurred in the disposition of manufacturing facilities. No provision has been recorded for environmental remediation costs that could result from changes in laws or other circumstances currently not contemplated by the Company.

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

      See "Foreign Operations" above.

Forward-Looking Statements and Risk Factors

      Except for the historical information contained in this Report and the documents incorporated herein by reference, the matters discussed in this Report, particularly those identified with the words "expects," "believes," "anticipates," "intends" and similar expressions, are forward-looking statements. These statements reflect management's best judgment based on factors at the time such statements were made. Such forward-looking statements are subject to certain risks and uncertainties, including, without limitation, those set forth below, many of which are beyond the Company's control, that could cause actual results to differ materially from those anticipated. The factors set forth below should be carefully considered when evaluating the Company's business and prospects. Readers should also carefully review the risk factors described in other documents the Company files from time to time with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

      Year 2000 Compliance. The Company has not experienced any significant year 2000 ("Y2K") issues, however, immaterial Y2K related issues may occur. Therefore, the Company is engaged in ongoing efforts to ensure that any Y2K issues are identified and resolved as early as possible.

      Few of the Company's products contain software coding. For products identified as containing software, testing was completed and updates have been available for some time. The Company has sought to identify customers that require upgrades. The Company's businesses have posted information on their websites and on each invoice sent to customers. In the event that a customer experiences a Y2K failure, staff and upgrade kits are available to resolve issues.

      Cyclicality of Business. The Company's business is susceptible to economic cycles and actual results can vary widely based on a number of factors, including domestic and foreign economic conditions and developments affecting the specific industries and customers served. Certain products sold represent capital investment or support for capital investment by either the initial customer or the ultimate end-user. Also, a significant portion of the sales and profitability of some Company businesses is derived from the aerospace, defense, telecommunications, computer, and automotive markets as well as government contracts. Changes in general economic conditions or conditions in these and other specific industries, capital acquisition cycles and government policies, collectively or individually, can have a significant impact on the Company's results of operations and financial condition.

      Dependence on Major Customers. Certain of the Company's operations are dependent on a relatively small number of customers and defense programs, which change from time to time. Significant customers in 1999 included The Boeing Company, the U.S. Army, Snecma and Primex. There can be no assurance that the Company's current customers will continue to buy the Company's products at their current levels. Moreover, orders included in backlog are generally subject to cancellation by the Company's customers. The inability to replace sales due to the loss of any major customer or defense program could have a material adverse effect on the Company's results of operations and financial condition.

      Dependence on Proprietary Technology. The Company takes precautionary steps to protect technological advantages and intellectual property and relies in part on patent, trademark, trade secret and copyright laws. There can be no assurances that the precautionary steps taken by the Company will prevent misappropriation of its technology. Litigation may be necessary in the future to enforce the Company's patents and other intellectual property rights, to protect the Company's trade secrets, to determine the validity and scope of proprietary rights of others or to defend against claims of infringement or invalidity by others. Such litigation could result in substantial costs and diversion of resources and could have a material adverse effect on the Company's operating results and financial condition.

      Risk of Foreign Operations. Foreign sales represented approximately 30% of the Company's total sales in 1999. Foreign sales are subject to numerous risks, including political and economic instability in foreign markets, restrictive trade policies of foreign governments, economic conditions in local markets, inconsistent product regulation 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, the Company would be subject to the risk of losses due to foreign currency fluctuations. In addition, the Company has substantial assets denominated in foreign currencies that are not offset by liabilities denominated in such 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.

      Product Liability. The Company is subject to the risk of claims arising from injuries to persons or property due to the use of its products. Although the Company maintains general liability and product liability insurance, there can be no assurance that such insurance will be sufficient to cover all claims that may arise.

      Volatility of Stock Price. The trading price of the Company's Common Stock may be subject to fluctuations in response to quarter-to-quarter variations in the Company's operating results, announcements of technological innovations or new products by the Company or its competitors, announcements of marketing and distribution arrangements by the Company, general conditions in the industries in which the Company competes and other events or factors. In addition, in recent years broad stock market indices, in general, and the securities of technology companies, in particular, have experienced substantial price fluctuations. Such broad market fluctuations also may adversely affect the future trading price of the Common Stock.

      Risks Associated With Acquisitions. A key operating strategy of the Company is the pursuit of selective acquisitions. There can be no assurance that any acquisition will be consummated, or if consummated, that any such acquisition will be successfully integrated or will not have a material adverse effect upon the Company's financial condition or results of operations.

      Certain Anti-Takeover Provisions. The Company's Restated Certificate of Incorporation, as amended, and Bylaws contain provisions for a classified Board of Directors and restricting the ability of shareholders to call special meetings. These provisions could delay or impede the removal of incumbent directors and could make more difficult a merger, tender offer or proxy contest involving the Company, even if such events might be favorable to the Company's stockholders. In addition, certain agreements to which the Company is a party, including loan and employment agreements, contain provisions that impose increased costs upon the Company in the event of a change of control.

      The Company's Shareholder Rights Plan is designed to cause substantial dilution to any "Acquiring Person" that attempts to merge or consolidate with, or that takes certain other actions affecting the Company on terms that are not approved by the Board of Directors of the Company. The Company is also subject to the "business combination" statute of the Delaware General Corporation Law. In general, the statute prohibits a publicly held Delaware corporation from engaging various "business combination" transactions with any "interested shareholder" for a period of three years after the date of the transaction in which such person became an "interested shareholder," unless the business combination is approved in a prescribed manner. These provisions could discourage or make more difficult a merger, tender offer or other similar transaction, even if favorable to the Company's shareholders.

Item 2.   Properties

      The following table summarizes the Company's principal properties that are 50,000 square feet and greater, including Segment identification, as of October 31, 1999:

Location	Type of Facility	Segment	Approximate Number of Square Feet	Owned or Leased
Brea, CA Rockford, IL Seattle, WA Torrance, CA Coachella, CA Bourges, France Brea, CA Kent, WA Joplin, MO Valencia, CA London, England San Fernando, CA	Office and Plant Office and Plant Office and Pl ant Office and Plant Office and Plant Plant Warehouse Office and Plant Office and Plant Office and Plant Office and Plant Office and Plant	Adv. Materials Automation Aerospace Automation Adv. Materials Aerospace Adv. Materials Adv. Materials Aerospace Adv. Materials Aerospace Aerospace	329,000 294,000 152,000 150,000 111,000 102,000 100,000   93,000   92,000   88,000   70,000   50,000	Owned Owned Leased Leased Owned Leased Owned Owned Owned Owned Leased Leased

Item 3. Legal Proceedings

      The Company is party to various lawsuits and claims, both as plaintiff and defendant, and has contingent liabilities arising from the conduct of business, none of which, in the opinion of management, is expected to have a material effect on the Company's financial position or results of operations. The Company believes that it has made adequate provisions for contingent liabilities.

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 year ended October 31, 1999.

PART II

Item 5. Market For Registrant's Common Equity and Related Stockholder Matters

      The following information that appears in the Company's Annual Report to Shareholders for the year ended October 31, 1999 is hereby incorporated by reference:

(a)	The high and low market sales prices of the Company's Common Stock for each quarterly period during the years ended October 31, 1999 and 1998, respectively, (page 31 of the Annual Report to Shareholders).
(b)	Restrictions on the ability to pay future cash dividends (Note 6 to the Consolidated Financial Statements, pages 44-45 of the Annual Report to Shareholders).

      No cash dividends were paid during the years ended October 31, 1999 and 1998. The Company expects to continue its policy of retaining all internally generated funds to support the long-term growth of the Company and to retire debt obligations.

      On January 4, 2000, there were approximately 828 record holders of the Company's common stock.

      The principal market for the Company's Common Stock is the New York Stock Exchange.

Item 6. Selected Financial Data

      The Company hereby incorporates by reference the Selected Financial Data of the Company that appears on page 30 of the Company's Annual Report to Shareholders for the year ended October 31, 1999.

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

      The Company hereby incorporates by reference Management's Discussion and Analysis of Results of Operations and Financial Condition which is set forth on pages 24-29 of the Company's Annual Report to Shareholders for the year ended October 31, 1999.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

      The Company hereby incorporates by reference the narrative discussion regarding market risk appearing on page 28 of the Company's Annual Report to Shareholders for the year ended October 31, 1999.

Item 8. Financial Statements and Supplementary Data

      The Company hereby incorporates by reference the Consolidated Financial Statements and the report thereon of Deloitte & Touche LLP, dated December 9, 1999, which appear on pages 32-53 of the Company's Annual Report to Shareholders for the year ended October 31, 1999.

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

      None.

PART III

Item 10.   Directors and Executive Officers of the Registrant

      (a)  Directors.

      The Company hereby incorporates by reference the information set forth under "Election of Directors" in the definitive form of the Company's Proxy Statement, relating to its Annual Meeting of Shareholders to be held on March 2, 2000, filed with the Securities and Exchange Commission and the New York Stock Exchange on January 21, 2000.

      (b)  Executive Officers.

      The names and ages of all executive officers of the Company and the positions and offices held by such persons as of January 10, 2000 are as follows:

Name	Position with the Company	Age
Robert W. Cremin James J. Cich, Jr. Robert D. George Marcia J. M. Greenberg Larry A. Kring Stephen R. Larson	President and Chief Executive Officer Group Vice President Vice President and Chief Financial Officer Vice President, Human Relations Group Vice President Vice President, Strategy & Technology	59 38 43 47 59 55

      Mr. Cremin has been Chief Executive Officer since January 1999 and President since September 1997. From January 1991 to September 1997, he served in various executive positions including Chief Operating Officer, Executive Vice President, Senior Vice President and Group Executive. 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.

      Mr. Cich has been Group Vice President since March 1998. Previously, he was Group Executive from February 1997 to February 1998. From June 1995 to February 1997, he was President, Chief Executive Officer and Director for WFI Industries, Ltd. From June 1988 to May 1995, he was President of Patton Electric Company, Inc. Mr. Cich has an M.B.A. from Harvard Business School and a B.S. degree in Industrial Engineering from the University of Washington.

      Mr. George has been Vice President and Chief Financial Officer since July 1999 and Treasurer and Controller since June 1997. From October 1995 to June 1997, he was Group Vice President Finance for Zurn Power Systems Group. Previously, he served as Vice President Finance for the Energy Division of Zurn Industries from March 1989 until October 1995. Mr. George has an M.B.A. from the Fuqua School of Business at Duke University and a B.A. degree from Drew University.

      Ms. Greenberg has been Vice President, Human Resources since March 1993. Previously, she was a Partner at the law firm of Bogle & Gates from January 1992 through February 1993 and an associate attorney from August 1984 through December 1991. Ms. Greenberg has a J.D. degree from Northwestern University School of Law and a B.A. degree from Portland State University.

      Mr. Kring has been Group Vice President since August 1993. From November 1978 to July 1993, he was President and Chief Executive Officer of Heath Tecna Aerospace Co., a unit of Ciba Composites Division, Anaheim, California. Mr. Kring has an M.B.A. from California State University at Northridge and a B.S. degree in Aeronautical Engineering from Purdue University. He is a director of Active Apparel Group, Inc.

      Mr. Larson was promoted to Vice President, Strategy & Technology in January 2000. Previously, he was Group Vice President from April 1991 through December 1999. From February 1978 to March 1991, he held various executive positions with Korry Electronics, a subsidiary of the Company, including President and Executive Vice President, Marketing. Mr. Larson has an M.B.A. degree from the University of Chicago and a B.S. degree in Electrical Engineering from Northwestern University.

Item 11.  Executive Compensation

      The Company hereby incorporates by reference the information set forth under "Executive Compensation" in the definitive form of the Company's Proxy Statement, relating to its Annual Meeting of Shareholders to be held on March 2, 2000, filed with the Securities and Exchange Commission and the New York Stock Exchange on January 21, 2000.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

      The Company hereby incorporates 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, 2000, filed with the Securities and Exchange Commission and the New York Stock Exchange on January 21, 2000.

Item 13.  Certain Relationships and Related Transactions

      None.

PART IV

Item 14. 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 Deloitte & Touche LLP, dated December 9, 1999, appearing on pages 32-53 of the Company's Annual Report to Shareholders for the year ended October 31, 1999, are hereby incorporated by reference:

	Annual Report  Page Number
Consolidated Statement of Operations-Years ended October 31, 1999,   1998 and 1997	32
Consolidated Balance Sheet-October 31, 1999 and 1998	33
Consolidated Statement of Cash Flows-Years ended   October 31, 1999, 1998 and 1997	34
Consolidated Statement of Shareholders' Equity and Comprehensive   Income-Years ended October 31, 1999, 1998 and 1997	35
Notes to Consolidated Financial Statements	36-52
Report of Independent Auditors	53

      (a)(2) Financial Statement Schedules.

      The following additional financial data should be read in conjunction with the consolidated financial statements in the Annual Report to Shareholders for the year ended October 31, 1999:

      Independent Auditors' Report
      Schedule VIII-Valuation and Qualifying Accounts and Reserves, see page 21.

      (a)(3) Exhibits.

      See Exhibits Index on Pages 16-19.

      (b) Reports on Form 8-K.

      No reports on Form 8-K were filed during the fourth quarter of fiscal 1999.

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. George Vice President, Chief Financial Officer, Secretary and Treasurer (Principal Financial and Accounting Officer)

Dated:  January 28, 2000

      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)	Director, President and Chief Executive Officer (Principal Executive Officer)	January 28, 2000 Date
/s/ Robert D. George           (Robert D. George)	Vice President, Chief Financial Officer, Secretary and Treasurer (Principal Financial and Accounting Officer)	January 28, 2000 Date
/s/ Wendell P. Hurlbut         (Wendell P. Hurlbut)	Director and Chairman	January 28, 2000 Date
/s/ Richard R. Albrecht        (Richard R. Albrecht)	Director	January 28, 2000 Date
/s/ Gilbert W. Anderson       (Gilbert W. Anderson)	Director	January 28, 2000 Date
/s/ Ross J. Centanni              (Ross J. Centanni)	Director	January 28, 2000 Date
/s/ John F. Clearman             (John F. Clearman)	Director	January 28, 2000 Date
/s/ Robert S. Cline                (Robert S. Cline)	Director	January 28, 2000 Date
/s/ E. John Finn                    (E. John Finn)	Director	January 28, 2000 Date
/s/ Robert F. Goldhammer    (Robert F. Goldhammer)	Director	January 28, 2000 Date
/s/ Jerry D. Leitman              (Jerry D. Leitman)	Director	January 28, 2000 Date
/s/ Paul G. Schloemer          (Paul G. Schloemer)	Director	January 28, 2000 Date
/s/ Malcolm T. Stamper        (Malcolm T. Stamper)	Director	January 28, 2000 Date

Exhibit Number	Exhibit
3.1	Composite Restated Certificate of Incorporation of the Company as amended by Certificate of Amendment dated March 14, 1990. (Incorporated by reference to Exhibit 19 to the Company's Quarterly Report on Form 10-Q for the quarter ended July 31, 1990 (Commission File Number 1-6357).)
3.2	By-laws of the Company, as amended and restated December 15, 1988. (Incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1988 (Commission File Number 1-6357).)
3.3	By-laws of the Company, as amended and restated September 16, 1999.
4.2	Form of Rights Agreement, dated as of December 9, 1992, between the Company and Chemical Bank, which includes as Exhibit A thereto the form of Certificate of Designation, Preferences and Rights of Series A Serial Preferred Stock and as Exhibit B thereto the form of Rights Certificate. (Incorporated by reference to Exhibit 1 to the Company's Registration Statement on Form 8-A filed December 17, 1992 (Commission File Number 1-6357).)
10.1	Amendment of Lease and Agreement, dated March 11, 1959, between the City of Torrance, California, and Longren Aircraft Company, Inc., as original lessee; Lease, dated July 1, 1959, between the City of Torrance and Aeronca Manufacturing Corporation, as original lessee; and Assignment of Ground Lease, dated September 26, 1985, from Robert G. Harris, as successor lessee under the foregoing leases, to Excellon Industries, Inc., relating to principal manufacturing facility of Excellon at 24751 Crenshaw Boulevard, Torrance, California. (Incorporated by reference to Exhibit 10.1 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1986 (Commission File Number 1-6357).)
10.4	Industrial Lease dated July 17, 1984, between 901 Dexter Associates and Korry Electronics Co., First Amendment to Lease dated May 10, 1985, Second Amendment to Lease dated June 20, 1986, Third Amendment to Lease dated September 1, 1987, and Notification of Option Exercise dated January 7, 1991, relating to the manufacturing facility of Korry Electronics at 901 Dexter Avenue N., Seattle, Washington. (Incorporated by reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1991 (Commission File Number 1-6357).)
10.4a	Fourth Amendment dated July 27, 1994, to Industrial Lease dated July 17, 1984 between Houg Family Partnership, as successor to 901 Dexter Associates, and Korry Electronics Co. (Incorporated by reference to Exhibit 10.4a to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1994 (Commission File Number 1-6357).)
10.5	Industrial Lease dated July 17, 1984, between 801 Dexter Associates and Korry Electronics Co., First Amendment to Lease dated May 10, 1985, Second Amendment to Lease dated June 20, 1986, Third Amendment to Lease dated September 1, 1987, and Notification of Option Exercise dated January 7, 1991, relating to the manufacturing facility of Korry Electronics at 801 Dexter Avenue N., Seattle, Washington. (Incorporated by reference to Exhibit 10.5 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1991 (Commission File Number 1-6357).)
10.5a	Fourth Amendment dated March 28, 1994, to Industrial Lease dated July 17, 1984, between Michael Maloney and the Bancroft & Maloney general partnership, as successor to 801 Dexter Associates, and Korry Electronics Co. (Incorporated by reference to Exhibit 10.5a to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1994 (Commission File Number 1-6357).)
10.9	Note Agreement, dated as of July 15, 1992 ("1992 Note Agreement"), among Esterline Technologies Corporation, certain of its subsidiaries, The Northwestern Mutual Life Insurance Company and New England Mutual Life Insurance Company relating to 8.75% Senior Notes due July 30, 2002 of Esterline Technologies Corporation and certain of its subsidiaries. (Incorporated by reference to Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q for the quarter ended July 31, 1992 (Commission File Number 1-6357).)
10.9a	Amendment to Note Agreement, executed as of October 31, 1993, to the 1992 Note Agreement. (Incorporated by reference to Exhibit 10.9a to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1993 (Commission File Number 1-6357).)
10.9b	Amendment No. 1 to Note Agreement, effective September 30, 1998, to the 1992 Note Agreement. (Incorporated by reference to Exhibit 10.9b to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1998 (Commission File Number 1-6357).)
10.10	Compensation of Directors. (Incorporated by reference to first paragraph under "Other Information as to Directors" in the definitive form of the Company's Proxy Statement, relating to its 2000 Annual Meeting of Shareholders to be held on March 2, 2000, filed with the Securities and Exchange Commission and the New York Stock Exchange on January 21, 2000.)
10.13	Amended and Restated 1987 Stock Option Plan. (Incorporated by reference to Exhibit 10.13 to the Company's Quarterly Report on Form 10-Q for the quarter ended January 31, 1992 (Commission File Number 1-6357).)
10.15	Esterline Corporation Supplemental Retirement Income Plan for Key Executives. (Incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1989 (Commission File Number 1-6357).)
10.16h	Esterline Technologies Corporation Long-Term Incentive Compensation Plan, fiscal years 2000-2002.
10.19	Executive Officer Termination Protection Agreement. (Incorporated by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1992 (Commission File Number 1-6357).)
10.20f	Esterline Technologies Corporation Corporate Management Incentive Compensation Plan for fiscal year 2000.
10.21	Credit Agreement executed and effective as of October 31, 1996 among Esterline Technologies Corporation and certain of its subsidiaries, various financial institutions and Bank of America, National Trust and Savings Association, as Agent. (Incorporated by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1996 (Commission File Number 1-6357).)
10.22	Real Property Lease and Sublease, dated June 28, 1996, between 810 Dexter L.L.C. and Korry Electronics Co. (Incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1996 (Commission File Number 1-6357).)
10.23	Single Tenant Industrial Lease, dated April 1, 1994, between G&G 8th Street Partners, Ltd., James and Loralee Cassidy and Mason Electric Co. (Incorporated by reference to Exhibit 10.23 to the Company's Quarterly Report on Form 10-Q for the quarter ended July 31, 1997 (Commission File Number 1-6357).)
10.23a	Single Tenant Industrial Sublease, dated August 1, 1996, between Mason Electric Company, Inc. and ME Acquisition Co. (Incorporated by reference to Exhibit 10.23a to the Company's Quarterly Report on Form 10-Q for the quarter ended July 31, 1997 (Commission File Number 1-6357).)
10.23b	Amendment of Lease, Estoppel, and Consent to Sublease, dated August 6, 1996, between G&G 8th Street Partners, Ltd., Mason Electric Company, Inc. and ME Acquisition Co. (Incorporated by reference to Exhibit 10.23b to the Company's Quarterly Report on Form 10-Q for the quarter ended July 31, 1997 (Commission File Number 1-6357).)
10.24	Esterline Technologies Corporation 1997 Stock Option Plan. (Incorporated by reference to Exhibit A in the definitive form of the Company's Proxy Statement, relating to its 1997 Annual Meeting of Shareholders held on March 5, 1997, filed with the Securities and Exchange Commission and the New York Stock Exchange on January 17, 1997 (Commission File Number 1-6357).)
10.25	Property lease between Slibail Immobilier and Norbail Immobilier and Auxitrol S.A., dated April 29, 1997, relating to the manufacturing facility of Auxitrol at 5, allee Charles Pathe, 18941 Bourges Cedex 9, France, effective on the construction completed date (December 5, 1997). (Incorporated by reference to Exhibit 10.25 to the Company's Quarterly Report on Form 10-Q for the quarter ended January 31, 1998 (Commission File Number 1-6357).)
10.26	Industrial and build-to-suit purchase and sale agreement between The Newhall Land and Farming Company, Esterline Technologies Corporation and TA Mfg. Co., dated February 13, 1997 include Amendments. The agreement is for land and building located at 28065 West Franklin Parkway, Valencia, CA 91384, effective upon acceptance of construction completion (May 12, 1998). (Incorporated by reference to Exhibit 10.26 to the Company's Quarterly Report on Form 10-Q for the quarter ended July 31, 1998 (Commission File Number 1-6357).)
10.27	Note Purchase Agreement between Esterline Technologies Corporation and various life insurance companies for Senior Notes maturing from 2003-2008. (Incorporated by reference to Exhibit 10.27 to the Company's Quarterly Report on Form 10-Q for the quarter ended January 31, 1999 (Commission File Number 1-6357).)
10.28	Executive Retirement Agreement between Esterline Technologies Corporation and Wendell P. Hurlbut dated January 19, 1999. (Incorporated by reference to Exhibit 10.28 to the Company's Quarterly Report on Form 10-Q for the quarter ended January 31, 1999 (Commission File Number 1-6357).)
11	Schedule setting forth computation of earnings per share for the five fiscal years ended October 31, 1999.
13	Portions of the Annual Report to Shareholders for the fiscal year ended October 31, 1999, incorporated by reference herein.
21	List of subsidiaries.
23	Consent of Deloitte & Touche LLP.
27	Financial Data Schedule (EDGAR only).

Report of Independent Auditors

To the Shareholders and the Board of Directors
Esterline Technologies Corporation
Bellevue, Washington

We have audited the consolidated financial statements of Esterline Technologies Corporation ("the Company") as of October 31, 1999 and 1998, and for each of the three years in the period ended October 31, 1999, and have issued our report thereon dated December 9, 1999; such financial statements and report are included in the 1999 Annual Report to Shareholders and are incorporated herein by reference. Our audits also included the consolidated financial statement schedule of the Company, listed in Item 14. This consolidated financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such consolidated financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ Deloitte & Touche LLP

Seattle, Washington
December 9, 1999

ESTERLINE TECHNOLOGIES CORPORATION AND SUBSIDIARIES
SCHEDULE VIII-VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(in thousands)

For Years Ended October 31, 1999, 1998 and 1997

Description	Balance at Beginning  of Year	Deduction for Additions Charged to Income	Purpose for which Reserve  was Created	Balance at End of Year
Reserve for Doubtful       Accounts Receivable
Years Ended October 31
1999	$ 2,987	$      744	$(1,498)	$ 2,233
1998	$ 2,860	$      584	$   (457)	$ 2,987
1997	$ 4,084	$      742	$(1,966)	$ 2,860
Inventory Valuation Reserves
Years Ended October 31
1999	$     500	$          -	$         -	$     500
1998	$     500	$          -	$         -	$     500
1997	$ 1,195	$          -	$   (695)	$     500

EX-3

Exhibit 3.3

BY-LAWS

OF

ESTERLINE CORPORATION

(Amended and Restated
as of September 16, 1999)

ARTICLE I
Offices

      Section 1.1   Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware, and the name of the registered agent in charge thereof is Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware.

      Section 1.2   Other Offices. The Corporation may also have offices at such other places as the Board of Directors may determine from time to time, or the business of the Corporation may require.

ARTICLE II
Stockholder's Meetings

      Section 2.1   Place of Meetings. All meetings of stockholders for the election of directors shall be held in the City of New York, State of New York, at such place therein as the Board of Directors may designate, or at such other place, city and state as the Board of Directors may determine. All other meetings of the stockholders shall be held at such place or places within or without the State of Delaware as may from time to time be fixed by the Board of Directors and specified in the respective notices or waivers of notice of such meetings.

      Section 2.2   Annual Meetings. The annual meeting of the shareholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year on the first Wednesday of March, if not a legal holiday, and if a legal holiday, then on the day following, or on such other date as may be set by resolution of the Board of Directors. If the election of such directors shall not be held on the day designated for any such annual meeting, or if held, shall result in a failure to elect such directors, the directors shall cause such meeting to be held as soon thereafter as convenient.

      Section 2.3   Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be held upon call of the President or any Vice President or the Secretary, or the majority of the Board of Directors, and shall be called at any time by the President or any Vice President of the Secretary upon the request of stockholders holding at least one-fourth of the outstanding capital stock entitled to vote at such meeting.

      Section 2.4   Notice. Notice of the time and place of any meeting of stockholders shall be given by personally delivering or mailing written notice thereof not less than ten (10) nor more than sixty (60) days before such meeting, but meetings may be held without notice if all stockholders are present thereat, or if notice is waived by those not present. Notice of special meetings shall state the object or purposes thereof.

      Section 2.5   Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be requisite to, and shall constitute, a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute, by the Certificate of Incorporation or by these By-laws. If, however, a quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At any such adjourned meeting at which a quorum shall be present or represented any business may be transacted at the meeting as originally noticed; provided, however, that if after the adjournment a new record date is fixed for the adjourned meeting, notice of such adjourned meeting shall be given in accordance with Section 2.4 of these By-laws.

      Section 2.6   Organization. At each meeting of stockholders, the Chairman of the Board of Directors, or in his absence the President of the Corporation, shall act as Chairman of the meeting and preside thereat, and the Secretary or, in his absence, an Assistant Secretary or such other person whom the Chairman of the meeting shall appoint for such purposes, shall act as Secretary of such meeting and record the minutes thereof.

      Section 2.7   Voting. At any meeting of the stockholders every stockholder having the right to vote shall be entitled to vote in person or by proxy appointed by any instrument in writing subscribed by such stockholder. Each stockholder shall have one vote for each share of stock having voting power, registered in his name on the books of the Corporation. At all meetings of the stockholders the voting may be via voice. Except as otherwise required by statute, by the Certificate of Incorporation or by these By-laws, all matters shall be determined by a majority of the votes cast on such matter.

      Section 2.8   Judges of Election. In the case of any vote by ballot, the directors, or in the case of their failure to do so, the meeting, shall appoint two or more persons to act as judges. The judges so appointed shall, before entering upon the discharge of their duties, be sworn faithfully to execute the duties as such judges with strict impartiality and according to the best of their ability, and the oath so taken shall be subscribed by them.

ARTICLE III
Directors

      Section 3.1   Powers. Except as otherwise provided by law, by the Certificate of Incorporation or by these By-laws, the property, business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

      Section 3.2   Number and Tenure. The Board of Directors shall be not less than three (3) nor more than fourteen (14) in number, as may be fixed from time to time by the Board of Directors, and the Board of Directors may increase or decrease the number of directors at any time within said limits, except as otherwise provided by the Certificate of Incorporation of the Corporation. Each director shall hold office until the next annual election and until his successor shall have been duly elected and shall have qualified, or until his prior death, resignation or removal. Directors need not be stockholders.

      Section 3.3   Election of Directors. Except as otherwise provided by law or by the Certificate of Incorporation, at each meeting of stockholders for the election of directors at which a quorum shall be present, the persons receiving a plurality of the votes cast shall be elected directors.

      Section 3.4   Regular Meetings. The Board of Directors shall meet for the election of officers and for the transaction of any other business as soon as practicable after the annual meeting of stockholders, at such place as shall have been previously fixed for that purpose by resolution by the Board. Other regular meetings of the Board may be held at such times and places as the Board may from time to time determine. No notion of any such annual or regular meeting of the Board need be given, provided that whenever the time or place of such meetings shall be fixed or changed, notice of such action shall be mailed promptly to each director who shall not have been present at the meeting at which such action was taken, addressed to him at his address appearing upon the books of the Corporation.

      Section 3.5   Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the President, the Secretary or any two directors. Notice of the time and place of any such special meeting of the Board of Directors shall be served personally upon each director or mailed, telegraphed or cabled to his address appearing upon the books of the Corporation at least two (2) days before the meeting. Notice of such special meetings need not be given to any director who is present thereat or who shall waive notice thereof, before or after such meeting, in writing.

      Section 3.6   Action by Consent. Except as otherwise restricted by the Certificate of Incorporation or these By-laws, any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if prior to such action a written consent thereto is signed by all the members of the Board or of such committee and such written consent is filed with the minutes of proceedings of the Board of Directors or of such committee.

      Section 3.7   Place of Meeting. Meetings of the Board of Directors may be held at such place or places within or without the State of Delaware as may be fixed by the Board or designated in the notice or waiver of notice of the meeting.

      Section 3.8   Quorum. A majority of the directors (but in no case less than two directors), shall constitute a quorum for the transaction of business, but if, at any meeting of the Board, there be less than a quorum present, a majority of the directors present may, without further notice, adjourn the same from time to time until a quorum shall attend. A majority of such quorum shall decide any questions that may come before the meeting.

      Section 3.9   Resignations. A resignation from the Board of Directors shall be deemed to take effect upon its receipt by the Corporation unless otherwise specified therein.

      Section 3.10   Vacancies. Vacancies in the Board of Directors from any cause, and newly created directorships resulting from any increase in the authorized number of directors, shall be filled by a majority of the remaining directors, through less than a quorum, and the directors so chosen shall hold office until the next annual election and until their successors shall be duly elected and qualify, unless sooner displaced; provided, however, that if the directors then in office shall constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), upon application of any stockholder or stockholders holding at least ten percent (10%) of the total number of shares of the capital stock of the Corporation at the time outstanding having the right to vote for directors, an election to fill any such vacancy or vacancies or newly created directorships or to replace the director or directors chosen by the directors then in office as aforesaid may be held as provided in Section 223 of the General Corporation Law of the State of Delaware.

      Section 3.11   Removal. Except as otherwise provided by statute, at any special meeting of the stockholders, duly called as provided in these By-laws, any director or directors may, by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote for the election of directors, be removed from office, either with or without cause. At such meeting a successor or successors may be elected by a plurality of the votes cast, or if any such vacancy is not so filled, it may be filled by the directors as provided in Section 3.10.

      Section 3.12   Compensation. Directors shall receive such reasonable compensation for their services as such, in the form of salary or a fixed fee for attendance at meetings, with expenses, if any, as the Board of Directors may from time to time determine. Nothing in this Section shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

      Section 3.13   Committees. The Board of Directors, from time to time, by resolution adopted by a majority of the whole Board, may create such committee or committees of directors, consisting of two or more directors, for the purpose of advising with the Board in all such matters as the Board shall deem advisable and with such functions, powers and duties as the Board shall prescribe. A majority of all the members of any such committee may determine its action and fix the time and place of its meetings, unless the Board shall otherwise provide. Each such committee shall serve at the pleasure of the Board, which shall have the power at any time to change the members thereof, to fill vacancies therein, and to discharge any such committee, with or without cause. Committee members, or the chairman of a committee, shall receive such reasonable compensation for their or his services as such, in the form of salary or a fixed fee for attendance at meetings, with expenses, if any, as the Board of Directors may from time to time determine. Nothing herein contained shall be construed to preclude any committee member from serving the Corporation in any other capacity and receiving compensation therefor.

      Section 3.14   Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors and stockholders at which he shall be present, and shall perform such other functions and responsibilities and have such other powers and duties appropriate for a non-officer director as may be conferred upon him by the Board of Directors.

ARTICLE IV
Officers

      Section 4.1   Officers. The officers of the Corporation shall be the President and Chief Executive Officer, one or more Executive Vice Presidents, one or more Vice Presidents, a Secretary, a Treasurer and a Controller. The Board of Directors may also appoint one or more Assistant Secretaries, Assistant Treasurers and such other subordinate officers as it deems advisable, to hold office for such periods as are provided in these By-laws or as may be provided in the resolutions appointing them. The Board of Directors may delegate to any officer the power to appoint any such subordinate officers and to prescribe power to appoint any such subordinate officers and to prescribe their respective terms of office, functions and duties. Any such subordinate officers shall perform such functions and duties as may be conferred upon them by these By-laws, the President or the Board of Directors.

      Section 4.2   Election, Term, Vacancies, etc. Each officer (except such subordinate officers as may be appointed in accordance with the provisions of Section 4.1) shall be elected by the Board of Directors. Each such officer (whether elected at the first meeting of the Board of Directors following the annual meeting of the stockholders or to fill a vacancy or otherwise) shall hold office until the first meeting of the Board of Directors after the next annual meeting of stockholders and until his successor shall have been elected, or until his death, resignation or removal. Any officer specifically designated in Section 4.1 may be removed at any time, with or without cause, at any meeting of the Board of Directors by the affirmative voice of a majority of all the directors then in office. Any subordinate office appointed in accordance with the provisions of Section 4.1 may be removed at any time, with or without cause, at any meeting of the Board of Directors by the affirmative vote of a majority of the directors present at such meeting, or by any superior officer upon whom such power of removal shall have been conferred by the Board of Directors. Any officer may resign at any time by giving written notice of his resignation to the Board of Directors or to the President or the Secretary. Such resignation shall take effect at the time specified therein, or if no time is so specified, at the time of receipt thereof. If an office becomes vacant for any reasons, the vacancy shall be filled for the unexpired portion of the term in the manner prescribed by these By-laws for regular election or appointment to such office.

      Section 4.3   Compensation. The salaries of the officers of the Corporation shall be fixed from time to time by the Board of Directors, except that the Board of Directors may delegate to any officer the power to fix the salaries or other compensation of any officers appointed in accordance with the provisions of Section 4.1.

      Section 4.4   Powers. The officers of the Corporation shall have the following powers and duties, except as modified by the Board of Directors, and such other powers and duties as generally pertain to their respective offices:

(a)	The President shall be the chief operating officer of the Corporation, subject to the direction of the chief executive officer, and shall perform and exercise such powers and responsibilities as normally pertain to such office and such other powers and duties as may be conferred upon him by these By-laws.
(b)	The Executive Vice Presidents and Vice Presidents shall, in such order of seniority as the President or the Board of Directors may specify, in the absence or disability of the President, perform and exercise the duties of the President and shall have such other powers and duties as may be conferred upon them by these By-laws, the President or the Board of Directors.
(c)	The Treasurer shall administer the cash accounts of the Corporation and shall perform such functions and duties as normally pertain to such office by these By-laws, the President or the Board of Directors.
(d)	The Controller shall maintain the books and records of the Corporation, shall be the principal accounting officer of the Corporation and shall perform such functions and duties and normally pertain to such office and such additional duties as may be conferred upon him by these By-laws, the President or the Board of Directors.
(e)	The Secretary shall record the minutes of all meetings of the stockholders and directors at which he shall be present, shall have charge and custody of the minute books and corporate seal of the Corporation and shall perform such other duties and functions as normally pertain to this office and such additional duties as may be conferred upon him by these By-laws, the President or the Board of Directors.

ARTICLE V
Stock

      Section 5.1   Certificates. The certificates of stock of the Corporation shall be in such form and executed in such manner as may be prescribed by law and by the Board of Directors and shall be numbered and entered in the books of the Corporation as they are issued. They shall contain the holder's name and the number of shares represented thereby and shall be signed by the President or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary. If such certificate is countersigned (1) by a transfer agent other than the Corporation or its employee, or (2) by a registrar other than the Corporation or its employee, the signatures of the officers of the Corporation may be facsimiles.

      Section 5.2   Transfer. Upon surrender to the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning such rules and regulations as it may deem expedient concerning the issuance, registration and transfer of certificates of stock, and may appoint transfer agents or transfer clerks and registrars thereof.

      Section 5.3   Lost or Destroyed Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of a certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to make affidavit of the fact of such loss, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate allege to have been lost, stolen or destroyed.

      Section 5.4   Record Date. The Board of Directors may fix, in advance, a date, which shall not be more than sixty (60) days or less than ten (10) days before the date of any meeting of stockholders or any adjournment thereof, or the date for payment of any dividend, or the date for any allotment of rights, or the date when any change, conversion or exchange of capital stock shall be effected, or the date when stockholders are entitled to express consent to any action or to take any other lawful action, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting or entitled to receive payment of any such dividend or any such allotment of rights or to exercise rights with respect to any such change, conversion or exchange of capital stock, or to stockholders of record on the date so fixed shall be entitled to notice of, and to vote at, such meeting or to receive payment of such dividend or allotment of rights, or to exercise such rights or to express consent or take such other action, notwithstanding any transfer on the books of the Corporation after such record date.

ARTICLE VI
Notices

      Section 6.1   Manner of Notice. Whenever under the provisions of the statutes of the State of Delaware or the Certificate of Incorporation or of these By-laws notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice; but such notice may be given in writing by mail by depositing the same in a post office or letter box in a postpaid, sealed wrapper, addressed to such director or stockholder at such address as appears on the books of the Corporation and such notice shall be deemed to be given at the time when the same shall be thus mailed.

      Section 6.2   Waiver. Any notice required to be given under these By-laws may be waived by a writing, signed by the person or persons entitled to said notice, whether before or after the time stated herein.

      Section 6.3   When Notice Unlawful. Whenever any notice is required to be given by the Certificate of Incorporation or these By-laws to any person, and communication with such person is then made unlawful by any statute or by any rule, regulation, order or proclamation issued thereunder, the giving of such notice to such person shall not be required, and the Corporation shall be under no duty to apply for a license or permit for the giving of any such notice.

ARTICLE VII
Depositories

      The Board of Directors is authorized to select such depositories as it shall deem proper for the funds of the Corporation. The Board of Directors shall determine who shall be authorized in the Corporation's behalf to sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts and other documents.

ARTICLE VIII
Books, Inspection, Etc.

      A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name, shall be prepared and made available for the inspection of stockholders, for any purpose germane to the meeting, at the place of such meeting, or in such other place within the city where the meeting is to be held as shall be specified in the notice of the meeting, for ten days before any such meeting and shall be produced and kept open at the meeting during the whole time thereof. Unless authorized by resolution of the Board of Directors, no stockholder shall have the right to examine the accounts or books of the Corporation (other than the stock ledger) except as such right may be specifically conferred by the laws of the State of Delaware or by these By-laws.

ARTICLE IX
Fiscal Year

      The fiscal year of the Corporation shall end on the 31^st day of October in each year, or otherwise, as the Board of Directors may determine.

ARTICLE X
Seal

      The Board of Directors shall provide a suitable seal, having inscribed thereon the name of the Corporation, the year of incorporation and such other appropriate legend as may from time to time be determined by the Board. If deemed advisable by the Board of Directors, a duplicate seal or duplicate seals may be provided and kept for the necessary purposes of the Corporation. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or otherwise reproduced.

ARTICLE XI
Amendments

      These By-laws may be altered, repealed or amended at any regular meeting of the stockholders, or at any special meeting of the stockholders at which a quorum is present or represented, provided that notice of the proposed alteration or repeal be contained in the notice of such special meeting, by the affirmative vote of a majority of the entire Board of Directors at any regular meeting of the Board, or at any special meeting of the Board, if notice of the proposed alteration or repeal be contained in the notice of such special meeting.

EX-10

EXHIBIT 10.16h

ESTERLINE TECHNOLOGIES CORPORATION
LONG-TERM INCENTIVE COMPENSATION PLAN
FISCAL YEARS 2000 through 2002

PURPOSE OF PLAN

This Plan is for the fiscal years 2000 through 2002 and is intended to provide a program to retain and compensate Esterline officers and selected senior executives based on the long-term performance of Esterline Technologies. The Plan is designed to reward successful employment of Esterline's resources to achieve superior performance against three broad objectives, specifically: enhanced shareholder value; progress on specified strategic initiatives; and good operating performance in relation to a comparable peer group of companies.

MEMBERSHIP IN PLAN

Esterline officers and senior executives shall be eligible for membership in the Plan after appointment and return of a signed acceptance of the appointment letter specifying the member's award level each year.

The Plan may be modified, amended or terminated at any time; but any such modification, amendment or termination shall not, without a member's written consent, affect his/her incentive compensation accrued prior to such modification, amendment or termination of the Plan. Nothing in this Plan limits Esterline from exercising the right to terminate an employee at any time for any reason.

APPOINTMENTS AND PERFORMANCE TARGETS

Each appointee to the Plan shall be entitled to incentive compensation based on Esterline's combined annual performance in three equally weighted objective groups. Each of these groups, in turn is made up of several individual targets which may be changed by the Compensation Committee of the Board of Directors at the beginning of any fiscal year. No award will be earned for a target if the performance is less than minimum. No additional award will be earned for any performance above the maximum for each target. Awards will be prorated for other performance levels. However, actual annual payment to each appointee is subject to an overall maximum of 150% of an individual's annual target award dollar amount. Additionally, if directed, the above computed awards for plan members may be further adjusted, up or down, by the Compensation & Stock Option Committee of the Board of Directors by an amount not to exceed the greater of 25% of an individual's computed award or annual target.

The performance targets for each objective group are:

Objective Group I:   Enhanced shareholder value.
	Targets for earnings per share growth and return on equity as set by the Compensation Committee of the Board of Directors.
Objective Group II:   Specified strategic initiatives.
	Target a.	Take appropriate action to improve performance at weak or underperforming units.
	Target b.	Progress toward strategic plan growth and performance goals.
	Target c.	Enhance the strength of Esterline balance sheet (improved cashflow, reduce days sales, increase inventory turnover.)
Objective Group III:   Operating performance compared to a peer group of companies:
	Target a.	Change in earnings per share
	Target b.	Current period return on equity

COMPUTATION OF AWARDS EACH YEAR

Esterline's performance is calculated relative to each performance target individually. Each year the discretionary evaluations of Esterline's progress toward accomplishment of long-term objectives is made by the Compensation Committee using the individual targets. Achievement of each criterion at the target level earns the full targeted weight of the individual's award for each performance target. As established by the Compensation Committee. Overall, annually each individual can only receive 150% of his/her annual dollar target unless the Compensation Committee makes an overall adjustment as described above (see "Appointments and Performance Targets"). The Compensation Committee's evaluated performance is recommended to the Board of Directors for approval before payment.

PAYMENT OF AWARDS

The amount of each annual payment, if any, based on annual evaluation, will be made prior to the following March 1 after the close of each of the three fiscal years. These partial payments under this plan, once paid, are not refundable to Esterline Technologies.

A Plan member must be an employee on October 31, 2000, 2001 or 2002 to receive payment related to that year. However, if an employee's participation in the Plan is terminated during any Plan year due to normal retirement, death or disability, a pro rata share of his/her annual award will be determined after completion of the incomplete fiscal year, and paid no later than the following March 1. In the case of death, payments shall be made to his/her estate.

/s/ Robert W. Cremin            
Robert W. Cremin
President and Chief Executive Officer

EX-10

EXHIBIT 10.20f

ESTERLINE TECHNOLOGIES CORPORATION

CORPORATE MANAGEMENT INCENTIVE COMPENSATION PLAN

FISCAL YEAR 2000

PURPOSE OF PLAN

This Plan is intended to reward eligible officers and key employees of Esterline's corporate staff for successful management in fiscal year 2000. It is believed that the Plan will provide incentives to put forth maximum efforts to employ Esterline's assets effectively.

MEMBERSHIP IN PLAN

Officers and key employees of the Esterline corporate staff shall be eligible for membership in the Plan after appointment and return of a signed acceptance of the appointment letter.

The Plan may be modified, amended or terminated at any time; but any such modification, amendment or termination shall not, without a member's written consent, affect his/her incentive compensation accrued prior to such modification, amendment or termination of the Plan. Nothing in this Plan limits Esterline from exercising the right to terminate an employee at any time for any reason.

TERMS AND CONDITIONS

1.	Individual participants payouts will vary from 5% to 60%, as stipulated in his/her appointment letter, of fiscal year-end 2000 salary. These target nomination awards will be earned at the earnings per share target as established by the Compensation Committee and approved by the full Board of Directors.
2.	Actual earnings per share will be as audited before extraordinary items for the year ending October 31, 2000.
3.	Awards will be pro-rated for performance and will be interpolated on the following basis:
	EPS		Award
	Below targeted level At targeted level Above 120% of targeted level		Pro-rata share of target award 100% of target award 150% of target award
4.	Actual individual payouts earned from earnings per share computations are limited to 150% of target nomination.
5.	If directed, computed awards may be further adjusted, up or down, by the Compensation & Stock Option Committee of the Board of Directors by an amount not to exceed greater than 25% of the computed award or target award for the Plan, whichever is greater.
6.	Payout of awards will be no later than March 1, 2001 if the auditors have issued an opinion; otherwise payout is delayed until an opinion is issued for FY 2000.
7.	If a Plan member is terminated for any reason other than retirement, or death or disability prior to the end of fiscal 2000, he/she shall not receive the benefits provided by the Plan. (However, Esterline retains the right to grant a pro-rata award to a terminated employee, based upon salary earned prior to termination, except those terminated for cause.)
	a.	If the company in its sole discretion specifically determines that the employment of a Plan member has been terminated prior to the end of such fiscal year because of retirement or disability, the Plan member will be paid a pro-rata amount based on the time he/she was a Plan member prior to his/her termination for disability.
	b.	For any Plan member who dies prior to the end of Esterline's fiscal 2000, a pro-rata amount based on the time he/she was a Plan member prior to the date of death will be paid to his/her estate.
8.	An employee who becomes a Plan member as of a date after the beginning of Esterline's fiscal 2000 will be paid a pro-rata amount based on the time the employee participates in the Plan.

/s/ Robert W. Cremin           
Robert W. Cremin
President and Chief Executive Officer

EX-11

Exhibit 11

ESTERLINE TECHNOLOGIES CORPORATION
(in thousands, except per share amounts)

Computation of Earnings Per Common Share - Basic
	1999	1998	1997	1996	1995
Net Earnings	$29,862	$30,084	$25,321	$21,354	$17,381
Weighted-Average Number of   Common Shares Outstanding	17,337	17,290	17,124	15,842	13,292
Earnings Per Common   Share - Basic	$    1.72	$    1.74	$    1.48	$    1.35	$    1.32

Computation of Earnings Per Share - Diluted
	1999	1998	1997	1996	1995
Net Earnings	$29,862	$30,084	$25,321	$21,354	$17,381
Weighted-Average Number of   Common Shares Outstanding	17,337	17,290	17,124	15,842	13,136
Net Shares Assumed to   be Issued for Stock Options	321	428	484	492	604
Total Common Shares - Diluted	17,658	17,718	17,608	16,334	13,740
Earnings Per Common   Share - Diluted	$    1.69	$    1.70	$    1.44	$    1.31	$    1.26
Earnings Per Common   Share - Basic	$    1.72	$    1.74	$    1.48	$    1.35	$    1.32
Dilutive Effect Per Common   Share	$      .03	$      .04	$      .04	$      .04	$      .06

EX-13

Exhibit 13

Esterline Technologies Corporation
Management's Discussion and Analysis

General

      Esterline Technologies (the "Company") continued to refine its focus and to implement its growth strategy throughout 1999. This effort led directly to the completion of two significant transactions late in the year. The first was the purchase of the UK-based aerospace group of Muirhead Vactric and Norcroft Dynamics, companies strategic to growth in aerospace; the second was the divestiture of Federal Products Co., an operation not aligned with the Company's core emphasis and one that accounted for less than 10% of revenue.

      The Company also redefined its segments to correspond with the way the Company is organized and managed. This year's annual report includes the segments of Aerospace, Advanced Materials and Automation. The Aerospace Segment includes operations that produce high-precision components, primarily for aerospace and defense markets. The Advanced Materials Segment includes operations that formulate specialized materials such as high-temperature elastomers, molded-fiber compounds and certain finishings and coatings, also principally for aerospace and defense markets. The Automation Segment includes operations that manufacture products that enhance the fabrication efficiency and quality control of manufactured goods. All prior year information has been restated to reflect this change.

Results of Operations

Year Ended October 31, 1999 Compared with Year Ended October 31, 1998

Sales for 1999 grew 2% when compared with the prior period. Sales by Segment were as follows:

dollars in thousands	increase (decrease) from prior year	1999	1998
Aerospace Advanced Materials Automation	7%  40% (22%)	$183,783   127,920   149,266 $460,969	$171,028     91,498   191,376 $453,902

      Sales in Advanced Materials grew substantially in 1999. This growth was primarily attributable to Kirkhill, which was included in the Segment for a full year during 1999 and three months in 1998. Aerospace continued to see improvements although at a slower rate than in the previous year. Sales in Aerospace were positively impacted by the acquisition of Muirhead and Norcroft. Revenues for these entities were included for the last quarter of the year. The Company expects growth in both Aerospace and Advanced Materials to continue, although at a slower rate due to current commercial aircraft delivery schedules and short-term inventory reduction programs by certain customers. In the short-term, the Company expects these Segments to continue to benefit from aircraft retrofit programs and the spare parts and repair business for existing fleets, as well as from growth in the commuter and business aircraft markets. The Company is also well positioned to take advantage of anticipated long-term growth in the overall commercial and military aircraft markets.

      Sales in Automation declined due to a variety of unfavorable market conditions during the year. These included continuing poor worldwide demand for printed circuit board ("PCB") manufacturing equipment as well as soft agriculture and automotive markets. The sale of Tulon in late 1998 also impacted Automation in the year-over-year comparison.

      Sales to foreign customers, including export sales by domestic operations, totaled $137.3 million and $120.2 million, and accounted for 30% and 26% of the Company's sales for 1999 and 1998, respectively.

      Gross margin as a percentage of sales was 38% for both 1999 and 1998. On a comparative basis, gross margin in Aerospace decreased slightly due to volumes that were lower than expected. Gross margin for Advanced Materials decreased during the year due to volume decreases and new business included for a full year, primarily Kirkhill. An increase in Automation margin was related primarily to improvements at Federal Products relative to the prior year, and the divestiture of Tulon late in 1998. Gross margins by Segment ranged from 34% to 40% in 1999, compared with 33% to 42% in the prior year.

      Selling, general and administrative expenses (which include corporate expenses) increased to $106.2 million in 1999 compared with $102.4 million in the prior year. As a percentage of sales, selling, general and administrative expenses were 23% in both 1999 and 1998. Research, development and related engineering spending increased to $24 million in 1999 from $20.8 million in 1998, and remained constant as a percentage of sales when compared with the prior year. Developments continued in laser technology for Automation; switches and sensors for Aerospace; and fireproofing elastomer for Advanced Materials during 1999.

      Segment earnings (excluding corporate expenses) decreased 5% to $56.9 million compared with $60.1 million in the prior year. Aerospace earnings were essentially flat with last year. Advanced Materials posted earnings of $29.2 million in 1999 compared with $24.7 million in 1998. The improvement was primarily due to Kirkhill's full year of earnings. Automation earnings decreased to $2.9 million in 1999 compared with $10.7 million in the prior year. This reduction was primarily due to the continued effects of a depressed worldwide PCB equipment market and was compounded in the second half of the year by a significant decline in the agriculture sector.

      Prior to the close of the year, the Company completed the sale of Federal Products to Mahr GmbH. Federal Products was the Company's only metrology business and accounted for less than 10% of the Company's sales during 1999. The Company recognized an $8 million gain on the sale for 1999.

      Interest income increased to $2.9 million compared with $1.6 million in the prior year. Interest expense increased to $9 million during 1999 compared with $3.8 million in the prior year. In November 1998, the Company completed a $100 million private placement of senior notes ("1999 Senior Notes"). The proceeds of this placement were used to retire an outstanding bridge facility arising from the Kirkhill acquisition. The remainder has been invested and is being utilized to fund other internal expansion and acquisition activities.

      The effective income tax rate decreased to 35% in 1999 from 36% in 1998, primarily due to a one-time benefit related to state taxes.

      Net earnings in 1999 were $29.9 million, or $1.69 per share on a diluted basis, compared with $30.1 million, or $1.70 per share, in the prior year.

      Orders received in 1999 increased 6% to $475.7 million from $448.5 million in the prior year. Backlog at October 31, 1999 was $183.2 million compared with $168.4 million at the end of the prior year. Approximately $32.5 million of backlog is scheduled to be delivered after 2000. Backlog is subject to cancellation until delivery.

Year Ended October 31, 1998 Compared with Year Ended October 31, 1997

Sales for 1998 grew 16% when compared with the prior period. Sales by Segment were as follows:

dollars in thousands	increase (decrease) from prior year	1998	1997
Aerospace Advanced Materials Automation	32%  46%   (4%)	$171,028     91,498   191,376 $453,902	$129,354     62,760   198,844 $390,958

      Sales in Aerospace and Advanced Materials grew substantially in 1998. The growth was primarily attributable to continued strong aerospace market demand and acquisitions. During this period, both Segments benefited from the increased production of new aircraft. Automation experienced a downturn during the last half of the year primarily due to sluggish worldwide market demand for PCB manufacturing equipment. A contributing factor was the destabilized Asian economy.

      Sales to foreign customers, including export sales by domestic operations, totaled $120.2 million and $129.6 million, and accounted for 26% and 33% of the Company's sales for 1998 and 1997, respectively.

      Gross margin as a percentage of sales was 38% for both 1998 and 1997. On a comparative basis, Aerospace gross margin improved due to favorable commercial aerospace market conditions, while decreases were experienced in Advanced Materials and Automation. The Advanced Materials gross margin decrease included the impact of costs related to occupying new facilities. Key factors in the Automation gross margin decrease were the fourth quarter weakness in the market for quality control instrumentation products related to a strike at General Motors, and economic instability in Asia which directly affected pricing and demand for PCB manufacturing equipment. In addition, consolidation of the customer base resulted in larger but fewer buyers in the PCB manufacturing markets. Gross margins by Segment ranged from 33% to 42% in 1998, compared with 35% to 46% in the prior year.

      Selling, general and administrative expenses (which include corporate expenses) increased to $102.4 million in 1998 compared with $90.9 million in the prior year. As a percentage of sales, selling, general and administrative expenses were 23% in both 1998 and 1997. Research, development and related engineering spending increased to $20.8 million in 1998 from $17.6 million in 1997, and remained constant as a percentage of sales. New laser technology, specialized materials, and lighting solutions for aircraft cockpits were some of the projects being pursued in 1998 which resulted in new and enhanced products.

      Segment earnings (excluding corporate expenses) increased 26% to $60.1 million compared with $47.6 million in the prior year. Aerospace and Advanced Materials posted earnings of $24.8 million and $24.7 million in 1998 compared with $16.0 million and $15.9 million in 1997. Strong aerospace and defense markets were the primary factors for improved earnings in both Segments. Automation earnings decreased 32% for the year to $10.7 million from $15.8 million in the prior year primarily due to the difficult PCB manufacturing environment.

      As available cash was used to complete acquisitions, interest income decreased to $1.6 million compared with $2.4 million in the prior year. Interest expense remained essentially unchanged at $3.8 million during 1998 from $3.6 million in the prior year.

      The effective income tax rate increased to 36% in 1998 from 34% in 1997 primarily due to non-deductible goodwill resulting from acquisitions made during the year.

      Net earnings in 1998 were $30.1 million, or $1.70 per share on a diluted basis, compared with $25.3 million, or $1.44 per share, in the prior year.

      Orders received in 1998 increased 7% to $448.5 million from $417.8 million in the prior year. Backlog at October 31, 1998 was $168.4 million compared with $154.1 million at the end of the prior year.

The Company has not experienced any significant year 2000 ("Y2K") issues, however, it does expect that immaterial Y2K related issues may occur. To that extent, the Company is engaged in ongoing efforts to ensure all Y2K issues are identified and resolved as early as possible.

      Few of the Company's products contain software coding. For products identified as containing software, testing was completed and updates have been available for some time. The Company has sought to identify customers that require upgrades. The Company's businesses have posted information on their websites and on each invoice sent to customers. In the event that a customer experiences a Y2K failure, staff and upgrade kits are available to resolve issues.

      Based on currently available information, the Company estimates total costs to be expended for outside consultants, software and hardware applications to be less than $1 million. The Company does not track internal costs such as payroll related to Y2K projects.

Liquidity and Capital Resources

      Cash and equivalents at October 31, 1999 totaled $55 million, an increase of $46.2 million from October 31, 1998. Short-term investments at October 31, 1999 were $25.9 million compared with no short-term investments at October 31, 1998. Net working capital increased to $140.9 million at October 31, 1999 from $70.1 million at October 31, 1998. Increases in both cash and net working capital are primarily related to the 1999 Senior Notes. Proceeds from the placement were used to retire a bridge facility for the Kirkhill acquisition. The remainder has been invested and is being utilized to fund other internal expansion and acquisition activities.

      Net accounts receivable were $69.6 million at October 31, 1999, compared to $77.5 million at October 31, 1998. Accounts payable decreased $6.4 million to $16.9 million at October 31, 1999. Federal and foreign income taxes payable increased $5.9 million to $6.3 million at October 31, 1999. These variances were primarily in Automation, largely due to the sale of Federal Products in October, and also the depression in both the PCB and agriculture related businesses. Net property, plant and equipment was $89.3 million at October 31, 1999, compared with $94.1 million at the end of the prior year primarily due to the sale of Federal Products. The reduction was partially offset by the purchase of Muirhead/Norcroft. Goodwill also increased to $105.4 million at October 31, 1999 compared with $99.3 million at October 31, 1998, due to the acquisition.

      Capital expenditures for 1999 were $15.6 million (excluding acquisitions) and included machinery and equipment, some minor facility expansions and enhancements to information technology systems in order to support growth and operational effectiveness. Capital expenditures are anticipated to approximate $21.5 million for 2000 as the Company continues to support expansion through investments in infrastructure.

      Total debt increased $39.4 million from October 31, 1998 to $129.4 million at October 31, 1999, principally due to the 1999 Senior Notes placement. Total debt outstanding at October 31, 1999 consisted of $100 million under the Company's 1999 Senior Notes, $17.1 million under the Company's 8.75% Senior Notes, $1.6 million for revenue bonds and $10.7 million under various foreign currency debt agreements, including capital lease obligations. The 8.75% Senior Notes have a scheduled annual payment of $5.7 million, which will continue until maturity on July 30, 2002. The 1999 Senior Notes have maturities ranging from 5 to 10 years and interest rates from 6% to 6.77%. Management believes cash on hand, funds generated from operations and other available debt facilities are sufficient to fund operating cash requirements and capital expenditures through 2000.

Market Risk Exposure

      The Company has financial instruments that are subject to interest rate risk, principally short-term investments and debt obligations issued at a fixed rate. To the extent that sales are transacted in a foreign currency, the Company is also subject to foreign currency fluctuation risk. Furthermore, the Company has assets denominated in foreign currencies that are not offset by liabilities in such foreign currencies. Historically, the Company has not experienced material gains or losses due to interest rate or foreign exchange fluctuations.

Subsequent Events

      On December 21, 1999, the Company purchased Advanced Input Devices ("A.I.D."). A.I.D. is a privately held company with annual sales of approximately $40 million, located in Coeur d'Alene, Idaho. It is the world's leading independent manufacturer of custom keyboards and other multifunction data input subsystems. A.I.D. is a strategic purchase for the Company's growth platform around high-end illuminated displays and custom panels and will be included in Aerospace. The transaction was accounted for under the purchase method and funded with available cash.

Forward-Looking Statements

      Certain statements in the above commentary and throughout this annual report contain forward-looking statements within the meanings of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements involve risks and uncertainties regarding matters that could significantly affect expected results, including information about industry trends, growth, Y2K, orders, currency fluctuations, backlog, capital expenditures and cash requirements. The Company is susceptible to economic cycles and financial results can vary widely based on a number of factors, including domestic and foreign economic conditions and developments affecting specific industries and customers.

      A significant portion of the sales and profitability of the Company's businesses is derived from aerospace, defense, computer, electronics, telecommunications, medical and agriculture equipment markets. The products sold by most of the Company's businesses represent capital investment or support for capital investment by either the initial customer or the ultimate end-user. Changes in general economic conditions or conditions in these and other specific industries, capital acquisition cycles and government policies, collectively or individually, can have a significant effect on the Company's results of operations and financial condition. Thus, actual results may vary materially from these forward-looking statements. The Company does not undertake any obligation to publicly release the results of any revisions that may be made to these forward-looking statements to reflect any future events or circumstances.

Recent Accounting Pronouncements

      In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities," and established standards for derivative instruments, including certain derivative instruments embedded in other contracts and hedging activities. The FASB delayed implementation of this standard, therefore, it will now be effective for the Company beginning in fiscal 2001. The Company is studying this pronouncement to determine its effect, including additional disclosure requirements that may be necessary.

In thousands except per share amounts
for the years ended October 31,	1999	1998	1997	1996	1995
Selected Financial Data. Operating Results
Sales Cost of sales Selling, general and   administrative Research, development   and engineering Gain on sale of business Restructuring credit Interest income Interest expense Income tax expense Net earnings Net earnings per share - diluted	$460,969  286,410  106,239  24,022  (7,956) - -  (2,859) 9,011  16,240  29,862  $      1.69	$453,902  281,539  102,361  20,846  - -  - -  (1,594) 3,803  16,863  30,084  $      1.70	$390,958  243,197  90,918  17,556  - -  - -  (2,397) 3,603  12,760  25,321  $       1.44	$352,843  215,015  88,042  15,373  - -  - -  (1,989) 4,328  10,720  21,354  $       1.31	$351,897  215,934  90,475  16,638  - -  (2,067) (1,156) 5,598  9,094  17,381  $      1.26
Financial Structure
Total assets Long-term debt, net Shareholders' equity	$453,082  116,966  224,620	$387,179  74,043  196,376	$289,847  27,218  165,718	$276,646  29,007  142,304	$225,714  35,543  83,706
Weighted average shares   outstanding - diluted	17,658	17,718	17,608	16,334	13,740

in dollars for the years ended
October 31,	1999		1998
	High	Low	High	Low
Market Price of Esterline Common Stock. Principal Market - New York Stock Exchange
Quarter First Second Third Fourth	$24.13 19.63 16.75   16.63	$18.25 12.13 12.38   13.25	$19.13 23.13 24.50   21.88	$15.81 16.50 17.63   15.50

At October 31, 1999 there were approximately 839 holders of record of the Company's common stock.

in thousands except per share amounts
for the years ended October 31,	1999	1998	1997
Consolidated Statement of Operations.
Sales Cost of Sales	$460,969    286,410  174,559	$453,902    281,539  172,363	$390,958    243,197  147,761
Expenses     Selling, general and administrative     Research, development and engineering         Total Expenses Operating Earnings	106,239      24,022    130,261      44,298	102,361      20,846    123,207      49,156	90,918      17,556    108,474      39,287
Gain on sale of business     Interest income     Interest expense Net Other (Income) Expense	(7,956) (2,859)       9,011       (1,804)	-  (1,594)       3,803        2,209	-  (2,397)       3,603        1,206
Earnings Before Income Taxes Income Tax Expense	46,102      16,240	46,947      16,863	38,081      12,760
Net Earnings	$  29,862	$  30,084	$  25,321
Net Earnings Per Share - Basic Net Earnings Per Share - Basic	$      1.72  $      1.69	$      1.74  $      1.70	$      1.48  $      1.44

see notes to consolidated financial statements

in thousands except share and per share amounts
October 31,	1999	1998
Consolidated Balance Sheet.
Assets Current Assets Cash and equivalents Short-term investments Accounts receivable, net of allowances   of $2,233 and $2,987 Inventories Deferred income taxes Prepaid expenses         Total Current Assets	$  55,047 25,933 69,613 71,430 16,212       4,251 242,486	$    8,897 - - 77,477 71,835 15,693       4,055 177,957
Property, Plant and Equipment Land Buildings Machinery and equipment Accumulated depreciation	13,159 62,561   117,555 193,275   103,936 89,339	13,400 66,451   126,253 206,104   112,042 94,062
Other Non-Current Assets Goodwill, net Intangibles, net and other assets	105,383     15,874 $453,082	99,344     15,816 $387,179

in thousands except share and per share amounts
October 31,	1999	1998
Consolidated Balance Sheet (continued).
Liabilities and Shareholders' Equity
Current Liabilities Accounts payable Accrued liabilities Credit facilities Current maturities of long-term debt Federal and foreign income taxes Total Current Liabilities	$  16,918  65,974  5,138  7,249        6,299  101,578	$  23,307  68,275  9,533  6,358           385  107,858
Long-Term Liabilities Long-term debt, net of current maturities Deferred income taxes	116,966  9,918	74,043  8,902
Commitments and contingencies	-	-
Shareholders' Equity Common stock, par value$.20 per share,   authorized 60,000,000 shares, issued and outstanding   17,342,374 and 17,317,178 shares Capital in excess of par value Retained earnings Accumulated other comprehensive income         Total Shareholders' Equity	3,468  46,824  178,953       (4,625)   224,620  $453,082	3,463  46,793  149,091       (2,971)   196,376  $387,179

see notes to consolidated financial statements

in thousands
for the years ended October 31,	1999	1998	1997
Consolidated Statement of Cash Flows.
Cash Flows Provided (Used)   by Operating Activities Net earnings Gain on sale of business Depreciation and amortization Deferred income taxes Working capital changes,   net of effect of acquisitions     Accounts receivable     Inventories     Prepaid expenses     Accounts payable     Accrued liabilities     Federal and foreign income taxes Other, net	$  29,862  (7,956) 20,796  497  4,778  (2,640) 98  (7,805) (5,795) 5,643        1,684      39,162	$  30,084  - -  18,316  (447) (2,344) (4,920) (222) 167  (1,557) (1,542)      (2,420)     35,115	$  25,321  - -  17,404  4,764  (436) (8,947) (862) 447  (3,525) (2,611)      (1,099)     30,456
Cash Flows Provided (Used)   by Investing Activities Capital expenditures Capital dispositions Purchases of short-term investments Acquisitions, net of cash acquired	(15,641) 28,995  (25,933)   (20,860)   (33,439)	(29,773) 9,421  - -   (113,304)  (133,656)	(17,390) 1,820  - -               -     (15,570)
Cash Flows Provided (Used)   by Financing Activities Net change in credit facilities Repayment of long-term obligations Proceeds from sale of senior notes Proceeds from bridge facility Repayment of bridge facility Effect of exchange rates Net increase (decrease) in   cash and equivalents	(3,649) (6,287) 100,000  - -    (50,000)     40,064           363      46,150	6,579  (5,079) - -  50,000               -      51,500          (107)    (47,148)	(2,417) (1,922) - -  - -               -       (4,339)         (938)       9,609
Cash and equivalents -   beginning of year Cash and equivalents - end of year	8,897  $  55,047	56,045  $    8,897	46,436  $  56,045
Supplemental Cash Flow Information Cash paid during the year for     Interest     Income taxes	$    6,805  8,779	$    3,244  17,517	$    3,720  7,015

see notes to consolidated financial statements

in thousands except per share amounts
for the years ended October 31,	1999	1998	1997
Consolidated Statement of Shareholders'   Equity and Comprehensive Income.
Common Stock, Par Value $.20 Per Share
Beginning of year Shares issued under stock option plans End of year	$    3,463               5        3,468	$    3,457               6        3,463	$    3,401             56        3,457
Capital in Excess of Par Value
Beginning of year Shares issued under stock option plans End of year	46,793             31      46,824	46,831            (38)     46,793	46,716           115      46,831
Retained Earnings
Beginning of year Net earnings End of year	149,091      29,862    178,953	119,007      30,084    149,091	93,686      25,321    119,007
Accumulated Other Comprehensive Income
Beginning of year Foreign currency translation adjustment End of year         Shareholders' Equity	(2,971)      (1,654)      (4,625) $224,620	(3,577)          606       (2,971) $196,376	(1,499)      (2,078)      (3,577) $165,718
Comprehensive Income
Net earnings Foreign currency translation adjustment         Comprehensive Income	$  29,862       (1,654) $  28,208	$  30,084           606  $  30,690	$  25,321       (2,078) $  23,243

see notes to consolidated financial statements

Notes to Consolidated Financial Statements.

NOTE 1 :

Accounting Policies

Nature of Operations
Esterline Technologies (the "Company") designs, manufactures and markets highly engineered products. The Company principally serves the aerospace and defense industry and electronic equipment manufacturers throughout the world.

Basis of Presentation
The consolidated financial statements include all subsidiaries. All significant intercompany accounts and transactions have been eliminated. Classifications have been changed for certain amounts in the preceding periods to conform with the current year's presentation.

Management Estimates
To prepare financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.

Foreign Currency Translation
Foreign currency assets and liabilities are translated into their U.S. dollar equivalents based on year-end exchange rates. Revenue and expense accounts are generally translated at average exchange rates. Aggregate exchange gains and losses arising from the translation of foreign assets and liabilities are included in shareholders' equity. Transaction gains and losses are included in income and have not been significant in amount.

Cash Equivalents
Cash equivalents consist of highly liquid investments with maturities of three months or less at the date of purchase. Fair value of cash equivalents approximates carrying value.

Short-Term Investments
Short-term investments, consisting principally of local government obligations, are classified as available-for-sale. These investments are carried at amortized cost which approximates the fair market value.

Inventories
Inventories are stated at the lower of cost or market. One subsidiary values its inventories under the last-in, first-out (LIFO) method while the remainder use the first-in, first-out (FIFO) method. Inventory cost includes material, labor and factory overhead.

Property, Plant and Equipment, and Depreciation
Property, plant and equipment is carried at cost and includes expenditures for major improvements. Depreciation is generally provided on the straight-line method based upon estimated useful lives ranging from 3 to 30 years. Depreciation expense was $16,297,000, $15,126,000 and $14,515,000 for 1999, 1998 and 1997, respectively.

Asset Valuation
The carrying amount of long-lived assets, including goodwill attributable to those assets, is reviewed periodically for impairment. An asset is considered impaired when estimated future cash flows are less than the carrying amount of the asset. In the event the carrying amount of such asset is not deemed recoverable, the asset is adjusted to its estimated fair value. Fair value is generally determined based upon discounted future cash flow.

Goodwill and Intangibles
Intangible assets and the excess purchase price paid over net assets of businesses acquired are amortized on a straight-line basis over the period of expected benefit which ranges from 5 to 40 years. Accumulated amortization as of October 31, 1999 and 1998, was $33,355,000 and $28,876,000, respectively.

Environmental
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 which could result from changes in laws or other circumstances currently not contemplated by the Company. Costs provided for future expenditures on environmental remediation are not discounted to present value.

Stock Split
In April 1998, the Company effected a two-for-one stock split on all outstanding shares of common stock. All share and per share data have been restated.

Revenue Recognition
Sales are generally recorded at the time of shipment of products or performance of services and are presented net of sales returns and allowances.

Research, Development and Related Engineering Costs
Research, development and related engineering costs are generally expensed as incurred.

Earnings Per Share
Basic earnings per share are computed on the basis of the weighted average number of common shares outstanding during the year. Diluted earnings per share also include the dilutive effect of stock options. The weighted average number of shares outstanding used to compute basic earnings per share was 17,337,000, 17,290,000 and 17,124,000 for the years ended October 31, 1999, 1998 and 1997, respectively. The weighted average number of shares outstanding used to compute diluted earnings per share was 17,658,000, 17,718,000 and 17,608,000 for the years ended October 31, 1999, 1998 and 1997, respectively.

Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities," and established standards for derivative instruments, including certain derivative instruments embedded in other contracts and hedging activities. The FASB delayed implementation of this standard, therefore, it will now be effective for the Company beginning in fiscal 2001. The Company is studying this pronouncement to determine its effect, including additional disclosure requirements that may be necessary.

NOTE 2 :

Inventories

Inventories at October 31 consisted of the following:

in thousands	1999	1998
Raw materials and purchased parts Work in process Finished goods	$30,014 27,803   13,613 $71,430	$27,239 33,284   11,312 $71,835

Inventories stated under the last-in, first-out method totaled $6,267,000 and $8,845,000 at October 31, 1999 and 1998, respectively. Had the first-in, first-out method been used, these inventories would have been $524,000 and $5,621,000 higher than reported at October 31, 1999 and 1998, respectively. Federal Products Co., one of the operating units using the last-in, first-out method, was sold in October 1999.

NOTE 3 :

Accrued Liabilities

Accrued liabilities at October 31 consisted of the following:

in thousands	1999	1998
Payroll and other compensation Self-insurance Interest Warranties State and other tax accruals Other	$21,135 5,642 3,446 7,440 9,396   18,915 $65,974	$24,762 5,137 1,240 7,212 8,077   21,847 $68,275

NOTE 4 :

Retirement Benefits

The Company accounts for pension benefits in accordance with SFAS No. 132, "Employers' Disclosures About Pensions and Other Postretirement Benefits." Pension benefits are provided for substantially all U.S. employees under a non-contributory pension plan, and are based on years of service and five-year average compensation. The Company makes actuarially computed contributions as necessary to adequately fund benefits. The actuarial computations assumed discount rates for benefit obligations on plan assets of 7.25%, 6.5% and 7.5% for 1999, 1998 and 1997, respectively, and annual compensation increases of 5%. The expected long-term rate of return on plan assets was assumed at 8.5% for 1999, 1998 and 1997. Plan assets primarily consist of publicly traded common stocks, bonds and government securities. The Company also has an unfunded supplemental retirement plan for key executives providing for periodic payments upon retirement.

Total pension expense (benefit) for all benefit plans, including defined benefit plans, was $902,000, ($971,000) and $1,758,000 for the years ended October 31, 1999, 1998 and 1997, respectively. Net periodic pension expense (benefit) for the Company's defined benefit plans for the years ended October 31 consisted of the following:

in thousands	1999	1998	1997
Components of Net Periodic Benefit Cost Service cost Interest cost Expected return on plan assets Amortization of transition asset Amortization of prior service cost Amortization of actuarial (gain) loss Net periodic (benefit) cost	$ 3,351  5,726  (9,122) (400) 105            4  $   (336)	$ 2,639  5,645  (8,895) (405) 105    (1,157) $(2,068)	$ 3,150  5,598  (7,612) (404) 34            -  $    766

The funded status of the defined benefit pension plan at October 31 was as follows:

in thousands	1999	1998
Benefit Obligation Beginning balance Service cost Interest cost Amendments Actuarial (gain) loss Acquisition (divestiture) Benefits paid Ending balance	$  92,509  3,351  5,726  - -  (8,717) - -       (8,708) $  84,161	$  81,480  2,639  5,645  705  11,131  (5,323)      (3,768) $  92,509
Plan Assets - Fair Value Beginning balance Actual return on plan assets Acquisition (divestiture) Company contributions Benefits paid Ending balance	$109,663  16,299  - -  3,758       (8,708) $121,012	$113,001  5,740  (5,323) 13       (3,768) $109,663
Reconciliation of Funded Status to Net Amount Recognized Funded status - plan assets in excess   of (less than) benefit obligation Unrecognized net actuarial gain Unrecognized prior service costs Unrecognized net transition obligations (assets) Net amount recognized	$  36,851  (23,830) 874          (162) $  13,733	$  17,084  (7,861) 979          (562) $    9,640
Amount Recognized in the Consolidated Balance Sheet Prepaid benefit cost Accrued benefit liability Net amount recognized	$  14,279          (546) $  13,733	$  13,427       (3,787) $    9,640

NOTE 5 :

Income Taxes

Income tax expense (benefit) for the years ended October 31 consisted of the following:

in thousands	1999	1998	1997
Current U.S. Federal State Foreign	$13,530  160      2,053  15,743	$14,799  1,295      1,216  17,310	$  5,776  1,200      1,020  7,996
Deferred U.S. Federal State Foreign	684  20        (207)        497  $16,240	(429) (18)             -        (447) $16,863	3,138  196      1,430      4,764  $12,760

U.S. and foreign components of income before income taxes for the years ended October 31 were:

in thousands	1999	1998	1997
U.S. Foreign	$42,518     3,584 $46,102	$45,608     1,339 $46,947	$34,121     3,960 $38,081

Primary components of the Company's deferred tax assets (liabilities) for the years ended October 31 resulted from temporary tax differences associated with the following:

in thousands	1999	1998
Reserves and liabilities Employee benefits         Total deferred tax assets	$ 17,339       4,425  21,764	$ 17,108       4,306  21,414
Depreciation and amortization Retirement benefits Other         Total deferred tax liabilities	(9,720) (5,013)        (737)   (15,470) $   6,294	(10,869) (3,496)        (258)   (14,623) $   6,791

A valuation allowance was not required due to the nature of and circumstances associated with the temporary tax differences.

A reconciliation of the United States federal statutory income tax rate to the effective income tax rate for the years ended October 31 was as follows:

	1999	1998	1997
U.S. statutory income tax State income taxes Foreign taxes Foreign sales corporation Tax exempt interest Non-deductible goodwill Other, net Effective income tax rate	35.0% 0.2    1.2    (1.1)   (0.8)   1.7     (1.0)   35.2%	35.0% 1.8    1.3    (1.5)   (0.3)   0.9     (1.3)   35.9%	35.0% 2.0    0.5    (1.8)   (0.7)   - -     (1.5)   33.5%

No provision for federal income taxes has been made on accumulated earnings of foreign subsidiaries, since such earnings have either been permanently reinvested or would be substantially offset by foreign tax credits.

NOTE 6 :

Long-term debt at October 31 consisted of the following:

in thousands	1999	1998
Bank of America bridge facility 6.77% Senior Notes, due 2008 6.40% Senior Notes, due 2005 6.00% Senior Notes, due 2003 8.75% Senior Notes, due 2002 Other	$           - 40,000 30,000 30,000 17,143       7,072 124,215	$50,000 - - - - - - 22,857     7,544 80,401
Less current maturities	7,249 $116,966	6,358 $74,043

The Company completed a $100 million private placement of senior notes ("1999 Senior Notes") in November 1998. The 1999 Senior Notes are payable in 2003, 2005 and 2008 with interest payments due semi-annually in November and May of each year. Proceeds from the placement were used to retire a bridge facility used for the Kirkhill acquisition. The Senior Notes due in 2002 are payable in equal annual installments and interest is payable semi-annually in January and July. All Senior Notes are unsecured.

Maturities of long-term debt are as follows:

in thousands
2000 2001 2002 2003 2004 2005 and thereafter	$    7,249 6,909 6,618 30,655 501     72,283 $124,215

Short-term credit facilities at October 31 consisted of the following:

in thousands	1999		1998
	Outstanding Borrowings	Interest Rate	Outstanding Borrowings	Interest Rate
U.S. dollar Foreign	$       -   5,138 $5,138	- 5.60%	$       -   9,533 $9,533	- 4.22%

The Company's primary U.S. dollar credit facility totals $35,000,000 through a group of banks. The credit agreement is unsecured and interest is based on standard inter-bank offering rates. An additional $9,000,000 of unsecured foreign currency credit facilities have been extended by foreign banks for a total of $44,000,000 available companywide. The underlying agreements contain various covenant restrictions which include maintenance of net worth, payment of dividends, interest coverage and limitations on additional borrowings. The Company is in compliance with these covenants. Available credit under the above credit facilities was $36,741,000 at October 31, 1999, when reduced by outstanding borrowings of $5,138,000 and letters of credit of $2,121,000.

The fair market value of the Company's long-term debt and short-term borrowings was estimated at $121,000,000 and $91,000,000 at October 31, 1999 and 1998, respectively. These estimates were derived using discounted cash flow with interest rates currently available to the Company for issuance of debt with similar terms and remaining maturities.

NOTE 7 :

Commitments and Contingencies

Net rental expense for operating leases totaled $4,647,000, $4,628,000 and $3,754,000 in 1999, 1998 and 1997, respectively.

The Company's rental commitments for noncancelable operating leases with a duration in excess of one year are as follows:

in thousands
2000 2001 2002 2003 2004 2005 and thereafter	$  4,477 4,252 4,135 4,081 3,254     7,692 $27,891

The Company is a party to various lawsuits and claims, both as plaintiff and defendant, and has contingent liabilities arising from the conduct of business, none of which, in the opinion of management, is expected to have a material effect on the Company's financial position or results of operations. The Company believes that it has made adequate provisions for contingent liabilities.

NOTE 8 :

Stock Option Plans

The Company provides a nonqualified stock option plan for officers and key employees. At October 31, 1999, the Company had 1,760,250 shares reserved for issuance to officers and key employees, of which 405,000 shares were available to be granted in the future. The Board of Directors authorized the Compensation and Stock Option Committee to administer option grants and their terms. Awards under the plan may be granted to eligible employees of the Company over a 10-year period ending March 4, 2007. Options granted become exercisable over a period of four years following the date of grant and expire on the tenth anniversary of the grant. Option exercise prices are equal to the fair market value of the Company's common stock on the date of grant.

The following table summarizes the changes in outstanding options granted under the Company's stock option plans:

	1999		1998		1997
	Shares	Weighted Average Price	Shares	Weighted Average Price	Shares	Weighted Average Price
Outstanding,   beginning of year Granted Exercised Cancelled Outstanding,   end of year Exercisable,   end of year	1,313,250  202,000  (47,500)   (112,500) 1,355,250     925,500	$10.125 18.973 5.016   17.070 $11.046 $  8.413	1,190,000  187,000  (63,750)               -  1,313,250     741,500	$  8.472 18.644 4.261            - $10.125 $  6.893	1,516,250  271,000  (589,750)       (7,500) 1,190,000     574,750	$  6.089 14.304 5.086     3.750 $  8.472 $  5.511

The Company accounts for its stock-based compensation plans in accordance with Accounting Principles Board Opinion No. 25. Additional disclosures as required under SFAS No. 123, "Accounting for Stock-Based Compensation," are included below. The Black-Scholes option-pricing model was used to calculate the estimated compensation expense that would have been recognized under these guidelines.

If only options granted after 1995 were included, as prescribed by SFAS No. 123, pro forma net income would have been $28,920,000, $28,971,000 and $24,517,000 for 1999, 1998 and 1997, respectively. Basic earnings per share for 1999, 1998 and 1997 would have been $1.67, $1.68 and $1.43, respectively. Diluted earnings per share for 1999, 1998 and 1997 would have been $1.64, $1.64 and $1.40, respectively.

The pro forma disclosures presented below include the fair value compensation expense for all options that would have been amortized during 1999, 1998 and 1997:

in thousands except per share amounts
years ended October 31,	1999	1998	1997
Net earnings as reported Pro forma net earnings	$29,862 28,915	$30,084 28,928	$25,321 24,400
Basic earnings per share as reported Pro forma basic earnings per share	$    1.72 $    1.67	$    1.74 $    1.67	$    1.48 $    1.43
Diluted earnings per share as reported Pro forma diluted earnings per share	$    1.69 $    1.63	$    1.70 $    1.63	$    1.44 $    1.39

The weighted average Black-Scholes value of options granted during 1999, 1998 and 1997 was $12.109, $10.870 and $7.320, respectively. The assumptions used in the Black-Scholes option-pricing model for 1999, 1998, and 1997 were as follows:

	1999	1998	1997
Volatility Risk-free interest rate Expected life (years) Dividends	60.5% 5.99 - 6.23% 5 - 8    - -	55.3% 4.1 - 4.57% 5 - 8    - -	41.6% 5.73 - 5.92% 5 - 8    - -

The following table summarizes information for stock options outstanding at October 31, 1999:

	Options Outstanding		Options Exercisable
Range of Exercise Prices	Shares	Weighted Average Remaining Life (years)	Weighted Average Price	Shares	Weighted Average Price
$3.6875 -   4.9375   5.6250 -   8.8750 10.5000 - 13.2500 13.4375 - 19.6250 19.8750 - 20.6875	280,500 273,000 388,250 302,500 111,000	3.94 4.15 6.94 8.12 8.84	$  4.0753     6.3182   11.9129   17.1971   20.4972	280,500 273,000 263,500   95,500   13,000	$  4.0753     6.3182     1.7112   16.4773   19.8750

NOTE 9 :

Capital Stock

The authorized capital stock of the Company consists of 500,000 shares of preferred stock, including 25,000 shares ($100 par value) and 475,000 shares ($1.00 par value) issuable in series, and 60,000,000 shares of common stock ($.20 par value). At October 31, 1999, there were no shares of preferred stock outstanding.

The Company has a Shareholder Rights Plan providing for the distribution of one Preferred Stock Purchase Right ("Right") for each share of common stock held. Each Right entitles the holder to purchase one one-hundredth of a share of Series A Serial Preferred Stock at an exercise price of $56. The Rights expire December 23, 2002.

The Rights will be exercisable and transferable apart from the common stock only if a person or group acquires beneficial ownership of 10% or more of the Company's common stock or commences a tender offer or exchange offer which would result in a person or group beneficially owning 10% or more of the Company's common stock. The Rights will be redeemable by the Company for $.01 each at any time prior to the tenth day after an announcement that a person or group beneficially owns 10% or more of the common stock. Upon the occurrence of certain events, the holder of a Right can purchase, for the then current exercise price of the Right, shares of common stock of the Company (or under certain circumstances, as determined by the Board of Directors, cash, other securities or property) having a value of twice the Right's exercise price. Upon the occurrence of certain other events, the holder of each Right would be entitled to purchase, at the exercise price of the Right, shares of common stock of a corporation or other entity acquiring the Company or engaging in certain transactions involving the Company, that has a market value of twice the Right's exercise price.

NOTE 10 :

Acquisitions and Divestitures

Effective August 1, 1999, the Company acquired all of the outstanding shares of Muirhead Vactric Components Limited and Norcroft Dynamics Limited. The total purchase price, including closing and other direct costs of the acquisition, was approximately $22,000,000 in cash. The acquisition resulted in an excess of cost over identifiable tangible assets of approximately $12,400,000. The purchase method of accounting was used, with the results of operations included since the effective date of the acquisition.

Effective October 28, 1999, the Company sold all of the outstanding shares of Federal Products Co., a wholly owned subsidiary. The gain on the sale of the subsidiary was $7,956,000 and the results of its operations were included in the accompanying consolidated financial statements through the date of divestiture.

On December 21, 1999, the Company purchased Advanced Input Devices ("A.I.D."). A.I.D. is a strategic purchase for the Company's growth platform around high-end illuminated displays and custom panels and will be included in Aerospace. The transaction was accounted for under the purchase method and funded with available cash.

NOTE 11 :

Business Segment Information

During 1999, the Company adopted SFAS No. 131 "Disclosures about Segments of an Enterprise and Related Information." This statement changed the segment requirements from disclosures based on product lines to a focus on how the Company is organized and managed. The Company is organized based on three primary segments: aerospace, advanced materials and automation.

The Aerospace Segment includes operations that produce high precision components, primarily for aerospace and defense applications. Sales are worldwide and include both military and commercial customers. The Advanced Materials Segment includes operations that formulate specialized materials such as high-temperature elastomers, molded-fiber compounds and certain finishings and coatings. Sales are primarily to domestic military, defense and aerospace customers. The Automation Segment includes operations that manufacture products that enhance the fabrication efficiency and quality control of manufactured goods. Sales are worldwide and customers include printed circuit board, original equipment, transportation and general manufacturers.

Geographic sales information is based on product origin. The Company evaluates these segments based on segment profits prior to net interest, other income/expense, corporate expenses and income taxes.

Details of the Company's operations by business segment for the years ended October 31 were as follows:

in thousands	1999	1998	1997
Sales Aerospace Advanced Materials Automation	$183,783  127,920    149,266  $460,969	$171,028  91,498    191,376  $453,902	$129,354  62,760    198,844  $390,958
Earnings Before Income Taxes Aerospace Advanced Materials Automation         Segment Earnings	$  24,822  29,186        2,924  56,932	$  24,766  24,683      10,694  60,143	$  15,970  15,864      15,778  47,612
Corporate expense Gain on sale of business Interest income Interest expense	(12,634) 7,956  2,859       (9,011) $  46,102	(10,987) - -  1,594       (3,803) $  46,947	(8,325) - -  2,397       (3,603) $  38,081
Identifiable Assets Aerospace Advanced Materials Automation Corporate(1)	$144,836  135,907  62,868    109,471  $453,082	$123,346  142,902  87,227      33,704  $387,179	$  82,984  34,337  89,726      82,800  $289,847
Capital Expenditures Aerospace Advanced Materials Automation Corporate	$    6,029  3,866  5,518           228  $  15,641	$    9,103  11,997  7,748           925  $  29,773	$  10,297  4,014  6,836           461  $  21,608
Depreciation and Amortization Aerospace Advanced Materials Automation Corporate	$    6,961  6,814  6,270           751  $  20,796	$    6,065  4,579  7,084           588  $  18,316	$    5,231  4,493  7,271           409  $  17,404

(1) Primarily cash, prepaid pension expense (see Note 4) and net deferred tax assets (see Note 5).

The Company's operations by geographic area for the years ended October 31 were as follows:

in thousands	1999	1998	1997
Sales Domestic Unaffiliated customers - U.S. Unaffiliated customers - export Intercompany	$323,702  57,776        8,670    390,148	$333,678  58,926      11,042    403,646	$261,391  67,194      10,202    338,787
France Unaffiliated customers Intercompany	58,871      10,694      69,565	47,056        9,552      56,608	40,467        9,576      50,043
All Other Foreign Unaffiliated customers Intercompany	20,620           843      21,463	14,242        1,761      16,003	21,906        1,815      23,721
Eliminations	(20,207) $460,969	(22,355) $453,902	(21,593) $390,958
Segment Earnings(1) Domestic France All other foreign Eliminations	$  52,585  5,233  (625)         (261) $  56,932	$  58,579  2,485  (1,025)          104  $  60,143	$  43,439  3,587  (122)          708  $  47,612
Identifiable Assets(2) Domestic France All other foreign	$269,860  35,758      37,993  $343,611	$302,977  39,343      11,155  $353,475	$165,216  28,986      12,845  $207,047

(1)	Before corporate expense, shown on page 50.
(2)	Excludes corporate, shown on page 50.

The Company's principal foreign operations consist of manufacturing facilities located in France, the United Kingdom and Spain, and include sales and service operations located in Germany, Italy, Japan, Hong Kong and France. Intercompany sales are at prices comparable with sales to unaffiliated customers. Sales to any single customer or government entity did not exceed 10% of consolidated sales.

Product lines contributing more than 10% of total sales in any of the years ended October 31 were as follows:

	1999	1998	1997
Elastomeric products Printed circuit board drilling equipment Aerospace switches and indicators Gauge products	14% 12% 10% 9%	5% 16% 13% 10%	2% 22% 12% 11%

NOTE 12 :

Quarterly Financial Data (Unaudited)

The following is a summary of unaudited quarterly financial information:

in thousands except per share amounts	Fourth	Third	Second	First
Year ended October 31, 1999
Sales Gross margin Net earnings Net earnings per share - basic Net earnings per share - diluted	$123,402 46,053 11,711 $      0.68 $      0.66	$112,748 43,425 5,952 $      0.34 $      0.34	$116,121 44,957 7,142 $      0.41 $      0.40	$108,698 40,124 5,057 $      0.29 $      0.29
Year ended October 31, 1998
Sales Gross margin Net earnings Net earnings per share - basic Net earnings per share - diluted	$132,730 49,456 9,417 $        .54 $        .53	$110,891 42,051 7,919 $        .46 $        .45	$114,551 44,149 7,912 $        .46 $        .45	$  95,730 36,707 4,836 $        .28 $        .27

EX-21

Exhibit 21

SUBSIDIARIES

The subsidiaries of the Company as of October 31, 1999 are as follows:

Name of Subsidiary	Jurisdiction of Incorporation
Armtec Defense Products Co.	Delaware
Equipment Sales Co.	Connecticut
Esterline Technologies (Hong Kong) Limited	Hong Kong
Excellon Automation Co.       Excellon U.K.       Excellon Europa GmbH       Amtech Automated Manufacturing Technology, Inc.       Excellon Japan Co.	California California Germany Utah Japan
Hytek Finishes Co.	Delaware
Kirkhill Rubber Co.       TA Mfg. Co.	California California
Korry Electronics Co.       Mason Electric Co.       Memtron Technologies Co.	Delaware Delaware Delaware
Midcon Cables Co.	Delaware
W.A. Whitney Co.	Illinois
Auxitrol Technologies S.A.	France
Auxitrol S.A.       Auxitrol International       Auxitrol Co.       Fluid Regulators Corporation       Muirhead Aerospace Limited	France France Delaware Ohio England

      The above list excludes certain subsidiaries that, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary as of October 31, 1999.

EX-23

Exhibit 23

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in Registration Statement Nos. 33-58375 and No. 333-43843 of Esterline Technologies Corporation on Form S-8 of our report dated December 9, 1999 incorporated by reference in this Annual Report on Form 10-K of Esterline Technologies Corporation for the year ended October 31, 1999.

/s/ Deloitte & Touche LLP

Seattle, Washington
January 28, 2000

EX-27

 

<ARTICLE>             5
<LEGEND>
The Schedule Contains Summary Financial Information Extracted From the Esterline
Technologies Corporation Consolidated Balance at October 31, 1999 and the
Related Consolidated Statement of Operations for the Year then Ended and is
Qualified in its Entirety by Reference to such Financial Statements.

<MULTIPLIER>          1,000

                             
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          OCT-31-1999
<PERIOD-START>                             NOV-01-1998
<PERIOD-END>                               OCT-31-1999
<CASH>                                          55,047
<SECURITIES>                                    25,933
<RECEIVABLES>                                   71,846
<ALLOWANCES>                                     2,233
<INVENTORY>                                     71,430
<CURRENT-ASSETS>                               242,486
<PP&E>                                         193,275
<DEPRECIATION>                                 103,936
<TOTAL-ASSETS>                                 453,082
<CURRENT-LIABILITIES>                          101,578
<BONDS>                                        116,966
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                         3,468
<OTHER-SE>                                     221,152
<TOTAL-LIABILITY-AND-EQUITY>                   453,082
<SALES>                                        460,969
<TOTAL-REVENUES>                               460,969
<CGS>                                          286,410
<TOTAL-COSTS>                                  286,410
<OTHER-EXPENSES>                               122,305
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               6,152
<INCOME-PRETAX>                                 46,102
<INCOME-TAX>                                    16,240
<INCOME-CONTINUING>                             29,862
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    29,862
<EPS-BASIC>                                       1.72
<EPS-DILUTED>                                     1.69