8-K

                           UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549


                              FORM 8-K

         Current Report Pursuant to Section 13 or 15 (d) of
                 The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  January 29,
2004



                          KAMAN CORPORATION
         (Exact name of issuer as specified in its charter)





Connecticut                      0-1093           06-0613548
(State or other jurisdictions    (Commission      (I.R.S.
of Incorporation)                File Number)     Employer
                                                  Identification
                                                  No.)




                       1332 Blue Hills Avenue
                        Bloomfield, CT 06002
              (Address of principal executive offices)

       Registrant's telephone number, including area code:
                           (860)243-7100

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















Item 7.  Financial Statements and Exhibits

   (c)   Exhibits

         The following document is furnished as an Exhibit
         pursuant to Item 9 hereof:

         Exhibit 99.1 - Press Release of the Company regarding
         the move of its 6% Convertible Subordinated
         Debentures to the OTC Bulletin Board from the Nasdaq
         Small Cap Market listing.


Item 9.  Regulation FD Disclosure

On January 29, 2004, the Company issued a press release
describing the fact that its remaining 6% Convertible
Subordinated Debentures due 2012, originally issued in 1987 and
paid down or converted from an original balance of $95 million to
a current balance of less than $24 million will be delisted from
the Nasdaq Small Cap Market at the opening of business on
February 4, 2004 because they no longer meet the Nasdaq listing
requirement to have at least two market makers over the previous
10 consecutive trading days.  Because this debenture issue is
small and in the late stages of its life, the Company has elected
not to take advantage of the Nasdaq appeal process or Marketplace
Rule 4310(c)(8)(A) which provides a period of 30 days to secure
additional market makers for the security.  It is expected that
the debentures will subsequently be traded on the OTC Bulletin
Board under the symbol KAMNG.  A copy of this press release is
attached as Exhibit 99.1 hereto and is incorporated herein by
reference.

All of the information furnished in this report and the
accompanying exhibits shall not be deemed to be "filed" for the
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, and shall not be incorporated by reference in any
Company filing under the Securities Act of 1933, as amended.














                                Page 2


                             SIGNATURES



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


                                 KAMAN CORPORATION


                                 /s/Robert M. Garneau
                                 Executive Vice President
                                 and Chief Financial
                                 Officer



Dated: January 29, 2004

































                                Page 3



                            EXHIBIT INDEX




   Exhibit          Description

    99.1            Press Release of the Company, dated
                    January 29, 2004











































                                Page 4

EX-99

EXHIBIT 99.1


          KAMAN CORPORATION'S REMAINING 6% CONVERTIBLE
         SUBORDINATED DEBENTURES DUE 2012 (NASDAQ:KAMNG)
      TO MOVE TO THE OTC BULLETIN BOARD ON FEBRUARY 4, 2004


BLOOMFIELD, Conn. (January 29, 2004) - - Kaman Corporation has
received a letter from The NASDAQ Stock Market, notifying the
company that its remaining 6% Convertible Subordinated Debentures
due 2012 (NASDAQ:KAMNG), originally issued in 1987 and paid down
or converted from an original balance of $95 million to a current
balance of less than $24 million, will be delisted from the Nasdaq
Small Cap Market at the opening of business on February 4, 2004.
The securities are then expected to trade on the OTC bulletin
board from that date forward under the symbol KAMNG.

Marketplace Rule 4310(c)(1) requires that listed securities have
at least two market makers over the previous 10 consecutive
trading days to qualify for listing, a requirement that these
debentures, now several years into their sinking fund phase and
not traded since September 2003, no longer meet.  Because the
issue is small and in the late stages of its life, the company has
elected not to take advantage of either an appeal process or
Marketplace Rule 4310 (c)(8)(A) that provides for a period of 30
days to secure additional market makers for the security.  This
notice is issued to satisfy Marketplace Rule 4815(b).

Kaman's publicly traded Class A Common Shares (NASDAQ:KAMNA) are
not affected by this action.

Kaman Corporation, headquartered in Bloomfield, Conn., conducts
business in the aerospace, industrial distribution and music
distribution markets.

                                ###

Contact:
Russell H. Jones
SVP, Chief  Investment Officer & Treasurer
(860) 243-6307
rhj-corp@kaman.com