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 December 31, 2003
                            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 No. 0-1093
                           KAMAN CORPORATION
                      (Exact Name of Registrant)
      Connecticut                           06-0613548
(State of Incorporation)   (I.R.S. Employer Identification No.)
        1332 Blue Hills Avenue, Bloomfield, Connecticut 06002
               (Address of principal executive offices)
  Registrant's telephone number, including area code-
                        (860) 243-7100
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
       -Class A Common Stock, Par Value $1.00
       -6% Convertible Subordinated Debentures Due 2012
     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.  Yes (X)  No ( )
     Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (Section 229.405 of this
chapter) is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or
information statements incorporated herein by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [ X ].
     Indicate by check mark whether the registrant is an
accelerated filer (as defined in Exchange Act Rule 12b-2).
Yes (X)  No ( )
     State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the
price at which the common equity was last sold, or the average bid
and asked price of such common equity, as of the last business day
of the registrant's most recently completed second fiscal quarter.
                $239,984,608.00 as of June 30, 2003.
     Indicate the number of shares outstanding of each of the
registrant's classes of common stock as of the latest practicable
date (February 2, 2004).
                Class A Common      21,975,797 shares
                Class B Common         667,814 shares
           DOCUMENTS INCORPORATED HEREIN BY REFERENCE
Portions of the Corporation's 2003 Annual Report to Shareholders
are incorporated herein by reference and filed as Exhibit 13 to
this Report.



                                  PART I

ITEM 1.  BUSINESS

INTRODUCTION

     Kaman Corporation, incorporated in 1945, reports
information for itself and its subsidiaries (collectively, the
"corporation") in the following business segments: Aerospace,
Industrial Distribution, and Music.

     The Aerospace segment's programs are conducted through
three principal businesses, consisting of Aircraft Structures
and Components, Advanced Technology Products, and Helicopter
Programs.  The Aircraft Structures and Components business
involves aerostructure and helicopter subcontract work as well
as manufacture of components such as self-lubricating bearings
and driveline couplings for aircraft applications.  For 2003,
this business constituted 48% of Aerospace segment sales. The
aerostructure subcontract element of this business continues to
be an area of strategic emphasis for the corporation. The
Advanced Technology Products business manufactures products
involving systems, devices and assemblies for a variety of
military and commercial applications, including safe, arm and
fuzing devices for several missile and bomb programs; precision
non-contact measuring systems for industrial and scientific use;
electro-optic systems for mine detection and other applications;
and high reliability memory systems for airborne, shipboard, and
ground-based programs.  For 2003, this business constituted 22%
of segment sales.  The Advanced Technology Products operation is
also an area of strategic emphasis for the corporation.
Helicopter Programs include prime helicopter production along
with spare parts and support.  The helicopters produced by this
business are the SH-2G multi-mission maritime helicopter and the
K-MAX (registered trademark) medium to heavy external lift
helicopter.  For 2003, this business constituted 30% of segment
sales.

     The Industrial Distribution segment is the third largest
U.S. industrial distributor servicing the bearing,
electrical/mechanical power transmission, fluid power, motion
control and materials handling markets in the United States.
This segment offers more than 1.5 million items, as well as
value-added services to a base of more than 50,000 customers
spanning nearly every sector of U.S. industry from approximately
200 branches and regional distribution centers in the U.S.,
Canada, and Mexico.

     The Music segment, the name of which has been changed from
"Music Distribution" in order to better express the breadth of
the segment's other activities, is America's largest independent
distributor of musical instruments and accessories, and is

                             Page 1


involved in some combination of designing, manufacturing,
marketing and distributing more than 15,000 products from four
distribution facilities and one manufacturing facility located
in the United States and Canada, to retailers of all sizes for
musicians at all skill levels.


AEROSPACE SEGMENT

Aircraft Structures and Components
- ----------------------------------

     Aerostructures subcontract work involves commercial and
military aircraft programs. Current programs include production
of aircraft subassemblies and other parts for virtually all
Boeing commercial aircraft and the C-17 military transport.
This element of the Aerospace segment operation continues to be
an area of strategic emphasis for the corporation.  The low
current and projected build rates for commercial airliners
affect this business directly, and the market has become
increasingly cost competitive on an industry-wide basis.

     Helicopter subcontract work involves commercial and
military helicopter programs.  Commercial programs include
multi-year contracts for production of fuselages for the MD
Helicopters, Inc. ("MDHI") 500 and 600 series helicopters and
composite rotor blades for the MD Explorer helicopter.  Total
orders from MDHI have run at significantly lower rates than
originally anticipated due to lower than expected demand.  The
corporation's investment in these contracts consists of $4.4
million in billed receivables and $16.4 million in recoverable
costs - not billed (including start-up costs and other program
expenditures) as of December 31, 2003.  In 2003, the corporation
received payments totaling $4.4 million, primarily for items
shipped during 2003.  The recoverability of unbilled costs will
depend to a significant extent upon MDHI's future requirements
through 2013, the year to which both contracts extend.  The
corporation stopped production on these contracts in the second
quarter of 2003, while working closely with this customer to
resolve overall payment issues and establish conditions under
which production could be resumed, including the timing thereof.
Based upon MDHI's projected future requirements and inventory on
hand at both MDHI and the corporation, this would not be
expected to occur until the second half of 2004 at the earliest.
Although the outcome is not certain, the corporation understands
that MDHI management is pursuing strategies to improve its
current financial and operational circumstances.

     The segment's Kamatics operation manufactures proprietary
self-lubricating bearings used in aircraft flight controls,
turbine engines and landing gear and produces driveline
couplings for helicopters. This business had increased sales in

                             Page 2


2003 with military and commercial aftermarket sales helping to
offset continued softness in commercial and regional aircraft
manufacturing.  Kamatics products are in wide use in commercial
airliners operated by the major and regional airlines, and
increasingly, in military programs.  Boeing is Kamatics' largest
commercial customer.


Advanced Technology Products
- ----------------------------

     Advanced Technology Products is also an area of strategic
emphasis for the corporation.  In July 2002, the corporation
acquired Dayron, a weapons fuze manufacturer for a variety of
munitions programs.  The principal motivation for the
acquisition was a Dayron contract to develop a fuze for the U.S.
Air Force and Navy Joint Programmable Fuze ("JPF") program.  The
JPF program is expected to generate substantial business once
final qualification has been achieved and future production
orders have been received.  Final qualification testing was
undertaken early in 2003 but test results at that time
necessitated additional qualification work, which has delayed
production unit sales and increased program costs.  Final
qualification testing resumed in the fourth quarter of 2003,
however, with Dayron completing the portion of qualification
testing required to be conducted by it as the contractor. The
customer has now resumed its portion of the qualification
testing with positive early results.  Management expects that
final qualification testing will be completed in March 2004.


Helicopter Programs
- -------------------

     The segment's helicopter products include the SH-2G multi-
mission maritime helicopter and the K-MAX medium-to-heavy
external lift helicopter.  The SH-2G helicopter represents the
majority of the segment's helicopter program sales and generally
consists of retrofit of the corporation's SH-2F helicopters to
the SH-2G configuration or refurbishment of existing SH-2G
helicopters. The SH-2, including its F and G configurations, was
originally manufactured for the U.S. Navy. The SH-2G aircraft is
currently in service with the Egyptian Air Force and the New
Zealand and Polish navies.

     The program for five retrofit SH-2G aircraft for New
Zealand, which had a contract value of about $190 million, was
completed early in 2003.  A much smaller program for the
refurbishment of four SH-2G aircraft for Poland, which had a
contract value of almost $7 million, was also completed during
2003.


                             Page 3


     Work continues on the SH-2G(A) retrofit program for
Australia which involves eleven helicopters with support,
including a support services facility, for the Royal Australian
Navy ("RAN"). The total contract has an anticipated value of
about $723 million. The helicopter production portion of
the program is valued at approximately $598 million, of which
about 96% has been recorded as sales through December 31, 2003.
As previously reported, this contract is now in a loss position
due to increases in anticipated costs to complete the program
that were reflected in a $25.0 million pre-tax charge taken in
2002 and a $31.2 million sales and pre-tax profit adjustment
taken in 2001.

     Production of all the SH-2G(A) aircraft is essentially
complete.  As previously reported, the aircraft lack the full
Integrated Tactical Avionics System ("ITAS") software and
progress is continuing on this element of the program.  In
September 2003, the RAN began the process of provisional
acceptance of these aircraft after receiving a decision to
proceed from the Australian government.  The corporation expects
to be able to deliver the full capability of the ITAS weapons
system software in late 2004 with final acceptance anticipated
in 2005.  While management believes that the corporation's
reserves are sufficient to cover estimated costs to complete the
program, final development of the software by subcontractors and
its integration, which is the corporation's responsibility, are
yet to come and they are complex tasks.

     The corporation continues to pursue other opportunities for
the SH-2G helicopter in the international defense market. This
market is highly competitive and heavily influenced by economic
and political conditions. However, management continues to
believe that the aircraft is in a good competitive position to
meet the specialized needs of navies around the world that
operate smaller ships for which the SH-2G is ideally sized.  The
corporation also maintains a consignment of the U.S. Navy's
inventory of SH-2 spare parts under a multi-year agreement that
provides the corporation the ability to utilize certain
inventory for support of its SH-2G programs.

     With respect to its K-MAX helicopter program, the segment
continues to pursue both a sale and short-term lease program for
existing K-MAX aircraft inventory that was written down to
estimated fair market value in 2002.  As previously reported,
this approach follows a 2002 market evaluation of the K-MAX
helicopter program which had experienced several years of
significant market difficulties.  In connection with this
decision, the corporation wrote down the value of existing
aircraft, excess spare parts, and equipment inventories.
Development costs for the aircraft were expensed in earlier
years, when incurred.  On a going forward basis, the corporation
intends to maintain adequate inventories and personnel to

                             Page 4


support the fleet and additional aircraft will be produced only
upon firm order by a customer.  During 2003, two K-MAX
helicopters were leased and two others were converted from
leases to sales.  Currently, there are seven K-MAX aircraft
remaining available for sale, including the two aircraft
currently leased to customers.


Overall Aerospace Segment Performance in 2003
- ---------------------------------------------

     The Aerospace segment business was adversely impacted by
several factors during 2003.  These factors included weakness in
the commercial aerospace market, which has caused order stretch-
outs and a lower volume of deliveries than anticipated for
certain Boeing programs, difficulties experienced in certain
significant segment programs, including the MDHI helicopter
subcontract program, and the JPF program, lack of new helicopter
orders, and cost and operational issues associated with the
transition from the segment's Moosup, Conn. manufacturing
facility to its expanded facility in Jacksonville, Fla.  These
factors have led to lower sales volume, which in turn has
resulted in overhead and general and administrative expenses
being absorbed at higher rates by active segment programs; this
has led to generally lower profitability or losses for these
programs.

     Management continues to evaluate Kaman Aerospace's cost
structure, including its manpower requirements, and action is
being taken, where appropriate, to help bring the cost structure
in line with the business base.  Management directed the move
from Moosup, the corporation's oldest facility, to Jacksonville,
a modern, expanded facility, in order to provide a lower cost
base from which to compete in the aerostructures subcontract
arena.  This move was essentially completed in 2003.  However,
the transition has generated additional costs associated with
the phase-out of Moosup, production man-hour performance in
Jacksonville, which has not yet achieved the levels that had
existed on an overall basis in Moosup, and the normal FAA and
customer requirements to requalify manufacturing and quality
processes in Jacksonville.  While these costs continue to be an
issue going into 2004, the opportunity to operate at lower cost
in Jacksonville remains evident and is an expectation for the
future.  The Jacksonville facility is ready to accept additional
business, although that may take time to develop in the present
environment.

     Despite current circumstances, to date, management has
elected to continue expenditures for longer-term competitiveness
in the commercial aircraft market and to maintain its prime
helicopter program capabilities.


                             Page 5


Industrial Distribution Segment
- -------------------------------

     This segment is the third largest U.S. industrial
distributor servicing the bearing, electrical/mechanical power
transmission, fluid power, motion control and materials handling
markets in the United States.  The segment distributes products
and provides customized value-added services on a regional and
national basis to companies having production plants and
facilities that represent a wide spectrum of the North American
economy, from major food processing companies to basic
industries producing brand name products, from approximately 200
branches and regional distribution centers in the U.S., Canada,
and Mexico.

     Because the segment's customers include a broad spectrum of
U.S. industry, this business is directly affected by national
macroeconomic variables such as the percentage of plant capacity
utilization within the U.S. industrial base, and the business
tends to track the U.S. Industrial Production Index with a short
lag.  Industrial Distribution segment results in 2003 were
affected by continued weakness in the U.S. manufacturing sector
that has existed since the latter part of 2000.  During this
period, cost controls and focus on working capital investment
helped performance.   Particularly in this type of environment,
vendor incentives in the form of rebates (i.e., vendors provide
inventory purchase rebates to distributors at specified volume-
purchasing levels) have been a major contributor to the
segment's operating profits.

     Despite economic circumstances during most of the year, the
segment benefited from acquisitions completed in the past
several years and from awards of new business at the national
account level.  Significant recent additions to this roster
include Campbell Soup, GAF and Phelps Dodge.  Late in 2003, the
segment also began to experience increased requests for
proposals and order activity.  While industrial production
levels remain far from the levels sustained several years ago,
management is encouraged by signs of improvement in national
industrial markets.

     Success in the segment's markets requires a combination of
competitive pricing and value-added services that save the
customer money while helping it become more efficient and
productive.  Management believes that this segment has the
appropriate platforms, including technology, systems management
and customer and supplier relationships to compete effectively
in the evolving and highly fragmented industrial distribution
industry. The segment's size and scale of operations allow it to
attract highly skilled personnel and realize internal operating
efficiencies, and also to take advantage of vendor incentives in
the form of rebates, which tend to favor the larger

                             Page 6


distributors.  Management believes that the segment's resources
and product knowledge enable it to offer a comprehensive product
line and invest in sophisticated inventory management and
control systems while its position in the industry enhances its
ability to rebound during economic recoveries and grow through
acquisitions.

     In addition, over the past several years, large companies
have increasingly centralized their purchasing through suppliers
that can service all of their plant locations across a wide
geographic area.  As this trend continues, the segment has
expanded its presence in geographic markets considered key to
winning these customers through acquisitions in the upper
Midwest and Mexico, and the selective opening of new branches.
Early in the fourth quarter of 2003, the segment acquired a
majority of the net assets and business of Industrial Supplies,
Inc. ("ISI"), of Birmingham, Alabama, a distributor of a wide
variety of bearing, conveyor, electrical, fluid power and power
transmission components used by manufacturing, mining, steel,
lumber, pulp and paper, food and other industries. As a result
of the acquisition, the segment now maintains four branches in
Alabama and an additional branch in Florida, expanding the
segment's presence in the increasingly important southeast
industrial market.   The segment also added branches in the
Dallas and Richmond areas during 2003, so that as of the end of
the year, the segment now serves 70 of the top 100 industrial
markets in the country.  Management's goal is to grow the
Industrial Distribution segment by expanding into additional
areas that enhance its ability to compete for large regional and
national customer accounts.

     The segment also seeks to provide leadership in e-commerce
initiatives and further enhance operating and asset utilization
efficiencies throughout the business.  The segment's information
technology infrastructure enables it to interface with all of
the major software systems used by its customers.  As a result,
many formerly manual processes are now automated, including
purchase order receipts, acknowledgments, electronic invoicing
and funds transfer.  In addition, the segment's e-commerce
website, although a small portion of overall sales, is serving
an increasingly broad customer base.  Technology is also an
important tool to increase efficiency in the segment's
relationships with its suppliers; more than 65% of product
orders to these suppliers are placed electronically and an
increasing proportion is shipped from suppliers directly to the
segment's customers.

As previously reported, this segment had experienced an
increase in the number of "John Doe" type legal proceedings
filed against it, generally relating to parts allegedly supplied
to the U.S. Navy's shipyard in San Diego, California by a
predecessor company over 25 years ago, that may have contained

                             Page 7


asbestos.  While management believes that the segment has good
defenses to these claims, it is in the process of settling
virtually all of the claims for amounts that are immaterial in
the aggregate, with contribution from insurance carriers.
Management does not currently expect that these circumstances
will have a material adverse effect on the corporation.


MUSIC SEGMENT (formerly the Music Distribution Segment)
- -------------

     Music segment results in 2003 reflect the positive effects
of the 2002 acquisition of Latin Percussion, the world leader in
hand percussion instruments. This segment's business is directly
affected by consumer confidence levels and although results for
the segment's base business (i.e., without Latin Percussion)
reflected a somewhat weak consumer environment, conditions
improved toward the end of the year and the segment had good
results overall, including a good Christmas season, particularly
at the large national stores.

     The segment's broad array of instruments includes premier
and proprietary products, such as the Ovation (registered
trademark), and Hamer (registered trademark) guitars, Latin
Percussion/LP (registered trademarks) percussion products and
Takamine (registered trademark) guitars under its exclusive
distribution agreement.  To enhance its market position, the
segment has significantly extended its line of percussion
products and accessories over the past two years, augmenting its
CB, Toca (registered trademark) and Gibraltar (registered
trademark), Gretsch* (registered trademark) drums, and Sabian*
cymbals, with the acquisition of Latin Percussion.

     In September, 2003, the segment acquired Genz Benz
Enclosures, Inc., a small manufacturer of amplification and
sound reinforcement equipment that complements the segment's
guitar lines.  Genz Benz has been working with the segment for
several years through an exclusive distribution agreement, so
while the acquisition will not add immediate incremental sales,
it provides the segment with ownership of this product line.
The segment continues to seek opportunities to add exclusive
premier brand product lines that would build upon the segment's
market position.

     Technology is an important part of the segment's business.
The segment's customers have access to kmconline.com, an
industry-leading e-commerce site for expedited direct ordering
of merchandise that helps customers cut costs and improve
efficiencies through electronic exchange of information.




                             Page 8


     In addition, to ensure high quality while offering value at
different price points, the segment's products are manufactured
both in the United States and abroad.

*Sabian and Gretsch are registered trademarks of other
organizations.

AVAILABLE INFORMATION

     The corporation's website address is www.kaman.com.  The
corporation's annual report on Form 10-K, quarterly reports on
Form 10-Q, and current reports on Form 8-K as well as amendments
to those reports filed or furnished pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934, together with
Section 16 insider beneficial stock ownership reports, are
available free of charge through the website as soon as reasonably
practicable after they are electronically filed or furnished to
the Securities and Exchange Commission. The information contained
in the corporation's website is not intended to be incorporated
into this Annual Report on Form 10-K.

     The Corporation's Governance Principles and all Board of
Directors' standing Committee Charters (including Audit, Corporate
Governance, Personnel & Compensation and Finance) are also located
on the corporation's website.

FINANCIAL INFORMATION

     Information concerning each segment's performance for the
last three fiscal years is included in the Segment Information
section of the corporation's 2003 Annual Report to Shareholders
(Exhibit 13 to this Form 10-K) and such section is incorporated
herein by reference.

PRINCIPAL PRODUCTS AND SERVICES

     Following is information for the three preceding fiscal
years concerning the percentage contribution of each business
segment's products and services to the corporation's
consolidated net sales:

                         Years Ended December 31
                         2001     2002     2003
                         ------   ------   ------
                                  
Aerospace                 34.4%    31.3%   28.1%
Industrial Distribution   51.8%    54.2%   55.7%
Music                     13.8%    14.5%   16.2%
                         ------   ------   ------
Total                    100.0%   100.0%  100.0%



                             Page 9


RESEARCH AND DEVELOPMENT EXPENDITURES

Aerospace segment government sponsored research expenditures,
included in cost of sales, were $4.9 million in 2003, $9.8 million
in 2002 and $6.7 million in 2001. Independent research and
development expenditures, included in selling, general and
administrative expenses, were $4.3 million in 2003, $5.4 million
in 2002 and $4.7 million in 2001.


BACKLOG

     Program backlog of the Aerospace segment was approximately
$322.4 million at December 31, 2003, $370.0 million at December
31, 2002 and $364.9 million at December 31, 2001.

     The corporation anticipates that approximately 53.7% of its
backlog at the end of 2003 will be performed in 2004.
Approximately 38.3% of the backlog at the end of 2003 is
related to U.S. government contracts or subcontracts which are
included in backlog to the extent that funding has been
appropriated by Congress and allocated to the particular contract
by the relevant procurement agency.  Virtually all of these funded
government contracts have been signed.


GOVERNMENT CONTRACTS

     During 2003, approximately 92.0% of the work performed by
the corporation directly or indirectly for the U.S. government
was performed on a fixed-price basis and the balance was
performed on a cost-reimbursement basis.  Under a fixed-price
contract, the price paid to the contractor is negotiated at the
outset of the contract and is not generally subject to
adjustment to reflect the actual costs incurred by the
contractor in the performance of the contract.  Cost
reimbursement contracts provide for the reimbursement of
allowable costs and an additional negotiated fee.

     The corporation's U.S. government contracts and subcontracts
contain the usual required provisions permitting termination at
any time for the convenience of the government with payment for
work completed and associated profit at the time of termination.


COMPETITION

     The Aerospace segment operates in a highly competitive
environment with many other organizations, some of which are
substantially larger and have greater financial and other
resources.


                             Page 10


     The corporation competes for its aerostructures subcontract,
helicopter structures and components business on the basis of
price and quality; product endurance and special performance
characteristics; proprietary knowledge; and the reputation of the
corporation.  Competitors for this business include small machine
shops and offshore manufacturing facilities.  The corporation
competes for its advanced technology fuzing business primarily on
the basis of technical competence, product quality, and to some
extent, price; and also on the basis of its experience as a
developer and manufacturer of fuzes for particular weapon types
and the availability of facilities, equipment and personnel.  The
corporation is also affected by the political and economic
circumstances of its potential foreign customers. The corporation
competes with other helicopter manufacturers on the basis of
price, performance, and mission capabilities; and also on the
basis of its experience as a manufacturer of helicopters, the
quality of its products and  services, and the availability of
facilities, equipment and personnel to perform contracts.
Consolidation in the industry has increased the level of
international competition for helicopter programs.  The
corporation's FAA certified K-MAX helicopters compete with
military surplus helicopters and other used commercial helicopters
employed for lifting, as well as with alternative methods of
meeting lifting requirements.

     Industrial distribution operations are subject to a high
degree of competition from several other national distributors,
two of which are substantially larger than the corporation;
and from many regional and local firms.  Competitive forces
have intensified due to weakness in the U.S. manufacturing
sector that has existed since late 2000, the growth of major
competitors through consolidation and the increasing importance
of large national or North American accounts.

     Music operations compete with domestic and foreign
distributors.  Certain musical instrument products manufactured by
the corporation are subject to competition from U.S. and foreign
manufacturers as well.  The corporation competes in these markets
on the basis of service, price, performance, and inventory variety
and availability.  The corporation also competes on the basis of
quality and market recognition of its music products and has
established trademarks and trade names under which certain of its
music products are produced, as well as under private label
manufacturing in a number of foreign countries.

FORWARD-LOOKING STATEMENTS
- --------------------------

     This release contains forward-looking information relating to
the company's business and prospects, including aerostructures and
helicopter subcontract programs and components, advanced
technology products, SH-2G and K-MAX helicopter programs, the

                             Page 11


industrial distribution and music businesses, and other matters
that involve a number of uncertainties that may cause actual
results to differ materially from expectations.  Those
uncertainties include, but are not limited to: 1) the successful
conclusion of competitions and thereafter contract negotiations
with government authorities, including foreign governments; 2)
political developments in countries where the company intends to
do business; 3) standard government contract provisions permitting
renegotiation of terms and termination for the convenience of the
government; 4) economic and competitive conditions in markets
served by the company, particularly industrial production and
commercial aviation, and global economic conditions;  5)
satisfactory completion of the Australian SH-2G(A) program,
including successful completion and integration of the full ITAS
software; 6) recovery of the company's investment in the MD
Helicopters, Inc. contracts; 7) actual costs for recertifying
products and processes in connection with start-up of the expanded
Jacksonville facility; 8) JPF program final qualification test
results and receipt of production orders; 9) achievement of
enhanced business base in the Aerospace segment in order to better
absorb overhead and general and administrative expenses; 10)
successful sale or lease of existing K-MAX inventory; 11) the
condition of consumer markets for musical instruments; 12)
profitable integration of acquired businesses into the company's
operations; 13) changes in supplier sales or vendor incentive
policies; 14) the effect of price increases or decreases; and 15)
currency exchange rates, taxes, changes in laws and regulations,
inflation rates, general business conditions and other factors.
Any forward-looking information should be considered with these
factors in mind.


EMPLOYEES

     As of December 31, 2003, the Corporation employed 3,499
individuals throughout its business segments and corporate
headquarters as follows:

                                            
Aerospace                                      1,579
Industrial Distribution                        1,471
Music                                            365
Corporate Headquarters                            84
                                               -----
                                               3,499



PATENTS AND TRADEMARKS

     The corporation holds patents reflecting scientific and
technical accomplishments in a wide range of areas covering both

                             Page 12


basic production of certain products, including aerospace
products and music instruments, as well as highly specialized
devices and advanced technology products in defense related
and commercial fields.

     Although the corporation's patents enhance its competitive
position, management believes that none of such patents or patent
applications is singularly or as a group essential to its
business as a whole.  The corporation holds or has applied for
U.S. and foreign patents with expiration dates that range through
the year 2023.

     These patents are allocated among the corporation's business
segments as follows:


                                  U.S. PATENTS    FOREIGN PATENTS
Segment                          Issued Pending   Issued  Pending
                                                  
Aerospace                          43       2        13        5
Industrial Distribution             0       0         0        0
Music                              31       1        33       66
                                   --       --       --       --
                                   74       3        46       71


Registered trademarks of Kaman Corporation include Adamas,
Applause, Hamer, KAflex, KAron, K-MAX, Magic Lantern, Ovation, LP
and Latin Percussion.  In all, the corporation maintains 305 U.S.
and foreign trademarks with 89 applications pending, most of which
relate to music products in the Music segment.


COMPLIANCE WITH ENVIRONMENTAL PROTECTION LAWS

     In the opinion of management, based on the corporation's
knowledge and analysis of relevant facts and circumstances,
compliance with any environmental protection laws is not likely
to have a material adverse effect upon the capital expenditures,
earnings or competitive position of the corporation.

     The corporation is subject to the usual reviews, inspections
and enforcement actions by various federal and state
environmental and enforcement agencies and has entered into
agreements and consent decrees at various times in connection
with such reviews.  One such matter, Rocque vs. Kaman, is
discussed in Item 3 (Legal Proceedings).  In addition, the
Corporation engages in various environmental studies and
investigations and, where legally required to do so, undertakes
appropriate remedial actions at facilities owned or controlled by
it, either voluntarily or in connection with the acquisition,
disposal or operation of such facilities.  Such studies and

                             Page 13


investigations are ongoing at the Corporation's Bloomfield, and
Moosup, Connecticut facilities with voluntary remediation
activities also being undertaken at the Moosup facility.  Also on
occasion the corporation has been identified as a potentially
responsible party ("PRP") by the U.S. Environmental Protection
Agency ("EPA")in connection with the EPA's investigation of
certain third party facilities.  In each instance, the corporation
has provided appropriate responses to all requests for information
that it has received, and the matters have been resolved either
through de minimis settlements, consent agreements, or through no
further action being taken by the EPA or the applicable state
agency with respect to the corporation.  One such matter involved
the Barkhamsted Landfill site located in New Hartford, Connecticut
(the "Barkhamsted site") which the corporation has previously
reported in its report on Form 10-Q for the quarter ended June 30,
2002, Document No. 0000054381-02-000022 filed with the Securities
and Exchange Commission on August 14, 2002.  The Corporation,
together with other PRPs has entered into, and finalized, a
consent decree with the EPA settling its involvement and
responsibility for remediation of the site for a non-material
amount, subject to certain contingencies which the corporation
believes are reasonable.  With respect to any other such matters
which may currently be pending, the corporation has been able to
determine, based on its current knowledge, that resolution of such
matters is not likely to have a material adverse effect on the
future financial condition of the corporation.

     In arriving at this conclusion, the corporation has taken
into consideration site-specific information available regarding
total costs of any work to be performed, and the extent of work
previously performed.  Where the corporation has been identified
as a PRP at a particular site, the corporation, using information
available to it, also has reviewed and considered a number of
other factors, including: (i) the financial resources of other
PRPs involved in each site, and their proportionate share of the
total volume of waste at the site; (ii) the existence of
insurance, if any, and the financial viability of the insurers;
and (iii) the success others have had in receiving reimbursement
for similar costs under similar insurance policies issued during
the periods applicable to each site.


FOREIGN SALES

     Fifteen percent (15%) of the sales of the corporation made
in 2003 were to customers located outside the United States.  In
2003, the corporation continued its efforts to develop
international markets for its products and foreign sales
(including sales for export).  The corporation also continued to
perform work under contracts with the Commonwealth of Australia
and the Government of New Zealand for the supply of retrofit
SH-2G helicopters. Additional information required by this item

                             Page 14


is included in the Segment Information section of the
corporation's 2003 Annual Report to Shareholders (Exhibit 13 to
this Form 10-K) which section is incorporated herein by
reference.


ITEM 2.  PROPERTIES

     The corporation occupies approximately 3,581 thousand square
feet of space throughout the United States and in Australia,
Canada, Germany and Mexico, distributed as follows:


     SEGMENT                                SQUARE FEET
                                   (in thousands as of 12/31/03)
                                            
     Aerospace                                 1,809
     Industrial Distribution                   1,255
     Music                                       477
     Corporate Headquarters                       40
                                               -----
     Total                                     3,581


     The Aerospace segment's principal facilities are located in
Arizona, Connecticut, Florida, and Kansas; other facilities
including offices and smaller manufacturing and assembly
operations are located in several other states and in Dachsbach,
Germany.  These facilities are used for manufacturing, research
and development, engineering and office purposes.  The U.S.
Government owns 154 thousand square feet of the space occupied by
Kaman Aerospace Corporation in Bloomfield, Connecticut in
accordance with a Facilities Lease Agreement with an initial five
(5) year term which has been extended to expire in March 2005. The
corporation also occupies a facility in Nowra, New South Wales,
Australia under a contract providing for a ten (10) year term
expiring in June, 2010. Approximately 500,000 square feet of space
listed above is attributable to the Aerospace segment facility
located in Moosup (the "Moosup facility") which was closed in
2003.

     The Industrial Distribution segment's facilities are located
throughout the United States with principal facilities located in
Alabama, California, Connecticut, New York, Kentucky and Utah.
Additional Industrial Distribution segment facilities are located
in Mexico and British Columbia, Canada. These facilities consist
principally of regional distribution centers, branches and office
space with a portion used for fabrication and assembly work.

     The Music segment's facilities in the United States are
located in Connecticut, California, New Jersey and Tennessee.  An
additional Music facility is located in Ontario, Canada.  These

                               Page 15


facilities consist principally of regional distribution centers
and office space.  Also included are facilities used for
manufacturing music instruments.

     The corporation occupies a 40 thousand square foot Corporate
headquarters building in Bloomfield, Connecticut.

     The corporation's facilities are generally suitable and
adequate to serve its purposes.  Substantially all of its
facilities are currently fully utilized with the exception of
certain properties in the Aerospace segment.  Within the Aerospace
segment, the Moosup manufacturing facility is now closed for
operation and awaiting disposition, while the expanded
Jacksonville facility and the helicopter program-related space at
the Bloomfield facility are currently underutilized due to the
factors discussed in Item 1 of this report.

     The corporation is a lessee of many of its facilities,
particularly in the Industrial Distribution segment.


ITEM 3.  LEGAL PROCEEDINGS

     As previously reported, in October 2003 the corporation
entered into a stipulated judgment with the Connecticut Department
of Environmental Protection, settling the matter referred to as
Rocque vs. Kaman.  The complaint in this matter alleged certain
regulatory violations (the majority of which were administrative
in nature) at facilities located in Connecticut related to routine
inspections which took place between 1988 and 1998.  The matter
was settled for a non-material amount.

     Other legal proceedings or enforcement actions relating to
environmental matters are discussed in the section entitled
Compliance with Environmental Protection Laws.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     There were no matters submitted to a vote of security
holders during the fourth quarter of 2003.












                             Page 16


                              PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
         SHAREHOLDER MATTERS

MARKET FOR CLASS A COMMON STOCK

     The Class A Common Stock of the corporation is traded on the
NASDAQ Stock Market under the symbol "KAMNA".  The corporation's
Class B Common Stock is not actively traded.

HOLDERS OF COMMON STOCK

     As of February 2, 2004, there were approximately 5,416
holders of record of the corporation's Class A Common Stock and 70
holders of record of the corporation's Class B Common Stock.

INVESTOR SERVICES PROGRAM

     Shareholders of Kaman Class A common stock are eligible to
participate in the Mellon Investor Services Program
administered by Mellon Bank, N.A. which offers a variety of
services including dividend reinvestment. A booklet describing
the program may be obtained by writing to the program's
Administrator, Mellon Investor Services, P.O. Box 590, Ridgefield
Park, NJ 07660.



























                             Page 17



QUARTERLY CLASS A COMMON STOCK INFORMATION
- -----------------------------------------------------------------
                                               
                             High      Low      Close   Dividend
2003
First                        $13.24    $ 9.40   $ 9.78      $.11
Second                        11.80      9.42    11.49       .11
Third                         14.91     10.72    12.96       .11
Fourth                        14.29     11.67    12.73       .11
- -----------------------------------------------------------------
2002
First                        $17.61    $13.46   $16.95      $.11
Second                        18.81     14.82    16.76       .11
Third                         17.50     11.00    12.25       .11
Fourth                        13.75      9.42    11.00       .11
- -----------------------------------------------------------------
QUARTERLY DEBENTURE INFORMATION (6% Conv. Subordinated)
- -----------------------------------------------------------------
                                          
                                High     Low       Close
2003
First                          $ 92.00   $92.00     $92.00
Second                           95.00    94.75      94.75
Third                            99.00    99.00      99.00
Fourth                         - - - - No Trades* - - - - -

*Effective January 29, 2004, this security's listing moved from
the NASDAQ Small Cap Market to the OTC bulletin board.

- -----------------------------------------------------------------
2002
First                          $ 99.00   $91.00     $99.00
Second                         - - - - No Trades - - - - -
Third                          - - - - No Trades - - - - -
Fourth                          100.00    91.00      95.00
- -----------------------------------------------------------------


     NASDAQ market quotations reflect inter-dealer prices,
without retail mark-up, mark-down, or commission and may not
necessarily represent actual transactions.











                             Page 18


ANNUAL MEETING

     The Annual Meeting of Shareholders of the corporation is
scheduled to be held on Tuesday, April 20, 2004 at 11:00 a.m. in
the offices of the corporation, 1332 Blue Hills Avenue,
Bloomfield, Connecticut 06002. Holders of all classes of Kaman
securities are invited to attend, however it is expected that
matters on the agenda for the meeting will require the vote of
Class B shareholders only.


ITEM 6.  SELECTED FINANCIAL DATA

     Information required by this item is included in the Five-
Year Selected Financial Data section of the corporation's 2003
Annual Report to Shareholders (Exhibit 13 to this Form 10-K) and
that section is incorporated herein by reference.


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

     Information required by this item is included in the
Management's Discussion and Analysis section of the corporation's
2003 Annual Report to Shareholders (Exhibit 13 to this Form 10-K)
and that section is incorporated herein by reference.


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
          MARKET RISK

     The corporation has various market risk exposures that arise
from its normal business operations, including interest rates,
currency exchange rates, and supplier price changes as well as
other factors described in the Forward-Looking Statements section
of this report.

     The corporation's exposure to interest rate risk relates
primarily to its financial instruments, and is managed
principally through the use of long-term debt obligations with
fixed interest rates and revolving credit facilities with
interest at current market rates.  Fees and interest rates charged
on revolving credit commitments and borrowings are based upon
borrowing levels, market interest rates, and the corporation's
credit rating.  Letters of credit are generally considered
borrowings for purposes of the corporation's revolving credit
agreement.

     The corporation's primary interest rate risk is derived from
its outstanding variable-rate revolving credit facilities.
Changes in market interest rates or the corporation's credit
rating would impact the interest rates on these facilities.  There

                             Page 19


was some increase in the corporation's exposure to this market
risk factor during 2003, as average bank borrowings increased
principally due to acquisitions during the past few years.  For
the year ended December 31, 2003, the result of a hypothetical 1%
increase in the average cost of the corporation's revolving credit
facilities would have reduced earnings before income taxes by
approximately $400,000.

     The corporation has manufacturing, sales, and distribution
facilities in certain locations throughout the world and makes
investments and conducts business transactions denominated in
various currencies, including the U.S. dollar, Euro, Canadian
dollar, Mexican peso, and Australian dollar.  The corporation's
exposure to currency exchange rates is managed at the corporate
and subsidiary operations levels as an integral part of the
business.  Management believes that any near-term changes in
currency exchange rates would not materially affect the
consolidated financial position, results of operations or cash
flows of the corporation.

     The corporation's exposure to supplier sales policies and
price changes relates primarily to its distribution businesses and
the corporation seeks to manage this risk through its procurement
policies and maintenance of favorable relationships with
suppliers.  Except for vendor incentives, management believes that
any near-term changes in supplier sales policies and price changes
would not materially affect the consolidated financial position,
results of operations or cash flows of the corporation.  Vendor
incentives have been an important contributor to the Industrial
Distribution segment's operating profits.  While management
believes that vendors will continue to offer incentives, there can
be no assurance that the segment will continue to receive
comparable amounts in the future.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Information required by this item is included in the
Consolidated Financial Statements, Notes to Consolidated
Financial Statements and Selected Quarterly Financial Data
sections of the corporation's 2003 Annual Report to Shareholders
(Exhibit 13 to this Form 10-K) and such sections are incorporated
herein by reference.


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

None.




                             Page 20


ITEM 9 A. Controls and Procedures

     (a)  Disclosure Controls and Procedures.  The corporation's
management, with the participation of the corporation's Chief
Executive Officer and Chief Financial Officer, has evaluated the
effectiveness of the corporation's disclosure controls and
procedures (as such term is defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) as of the end of the period covered by this
report.  Based on such evaluation, the corporation's Chief
Executive Officer and Chief Financial Officer have concluded that,
as of the end of such period, the corporation's disclosure
controls and procedures were effective.

     We note, however, that even the most well designed and
executed control systems are subject to inherent limitations and
as a result, the control system can provide reasonable but not
absolute assurance that its objectives will be met under all
potential future conditions.  The corporation's Chief Executive
Officer and Chief Financial Officer have concluded that the
corporation's disclosure controls and procedures are effective at
a reasonable assurance level.

     (b)  Internal Control Over Financial Reporting.  There have
not been any changes in the corporation's internal control over
financial reporting (as such term is defined in Rules 13a-15(f)
and 15d-15 (f) under the Exchange Act) during the fiscal quarter
to which this report relates (the registrant's fourth fiscal
quarter in the case of an annual report) that have materially
affected, or are reasonably likely to materially affect, the
corporation's internal control over financial reporting.


                            PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Following is information concerning each Director and
executive officer of Kaman Corporation including name, age,
position with the corporation, and business experience during the
last five years:

Brian E. Barents         Mr. Barents, 60, has been a Director
                         since 1996.  He is the retired President
                         and Chief Executive Officer of Galaxy
                         Aerospace Corp. Prior to that he was
                         President and Chief Executive Officer of
                         Learjet, Inc. He is also a director of
                         Eclipse Aerospace Corp. and The Nordam
                         Group.



                             Page 21


T. Jack Cahill           Mr. Cahill, 55, has been President of
                         Kaman Industrial Technologies
                         Corporation, a subsidiary of the
                         corporation, since 1993.  He has held
                         various positions with the
                         corporation since 1975.

E. Reeves Callaway, III  Mr. Callaway, 56, has been a Director
                         since 1995. He is the Founder and Chief
                         Executive Officer of The Callaway
                         Companies, an engineering services firm.

Candace A. Clark         Ms. Clark, 49, has been Senior Vice
                         President, Chief Legal Officer and
                         Secretary since 1996.  Prior to that
                         she served as Vice President and Counsel.
                         Ms. Clark has held various positions with
                         the corporation since 1985.

John A. DiBiaggio        Dr. DiBiaggio, 71, has been a Director
                         since 1984.  He is now President
                         Emeritus of Tufts University, having
                         served as President until the fall of
                         2001.  Prior to that he was President
                         and Chief Executive Officer of Michigan
                         State University.

Ronald M. Galla          Mr. Galla, 52, has been Senior Vice
                         President and Chief Information Officer
                         since 1995.  Prior to that he served as
                         Vice President and director of the
                         corporation's Management Information
                         Systems, a position which he held since
                         1990.  Mr. Galla has been director of
                         the corporation's Management
                         Information Systems since 1984.

Robert M. Garneau        Mr. Garneau, 59, has been Executive Vice
                         President and Chief Financial Officer
                         since 1995.  Previously he served as
                         Senior Vice President, Chief Financial
                         Officer and Controller.  Mr. Garneau has
                         held various positions with the
                         corporation since 1981.

Edwin A. Huston          Mr. Huston, 65, has been a director
                         since 2002. Mr. Huston is the retired
                         Vice Chairman of Ryder System,
                         Incorporated, an international logistics
                         and  transportation solutions company.
                         He served as Senior Executive Vice
                         President Finance and Chief Financial

                             Page 22


                         Officer of that company from 1986 to
                         1999.  Mr. Huston is a director of Unisys
                         Corporation, Answerthink, Inc. and
                         Enterasys Networks, Inc.

Russell H. Jones         Mr. Jones, 59, was appointed Senior Vice
                         President, Chief Investment Officer, and
                         Treasurer in 2003.  Prior  to that he
                         served as Vice President and Treasurer.
                         He has held various positions with the
                         Corporation since 1973.

C. William Kaman II      Mr. Kaman, 52, has been a Director
                         since 1992 and is Vice Chairman of the
                         board of directors of the corporation.
                         He is the retired Chairman and CEO of
                         AirKaman of Jacksonville, Inc., an
                         entity no longer affiliated with the
                         corporation.  Previously he was
                         Executive Vice President of the
                         corporation and President of Kaman Music
                         Corporation, a subsidiary of the
                         corporation.

John C. Kornegay         Mr. Kornegay, 54, has been President of
                         Kamatics Corporation, a subsidiary of
                         the corporation, since 1999.  He has
                         held various positions with Kamatics
                         Corporation since 1988.

Eileen S. Kraus          Ms. Kraus, 65, has been a Director
                         since 1995.  As the current Chairman of
                         the Corporate Governance Committee, she
                         also serves as the Board's Lead Director.
                         She is the retired Chairman of Fleet Bank
                         Connecticut. She is a director of The
                         Stanley Works and Rogers Corporation.

Paul R. Kuhn             Mr. Kuhn, 62, has been a Director since
                         1999.  He has been President and Chief
                         Executive Officer of the corporation
                         since August 1999 and was appointed to
                         the additional position of Chairman in
                         2001.  From 1998 to 1999 he was Senior
                         Vice President, Operations, Aerospace
                         Engine Business, for Coltec Industries,
                         Inc. Prior to that he was Group Vice
                         President, Coltec Industries, Inc. and
                         President of its Chandler Evans
                         division.  He is a director of the
                         Connecticut Business and Industry
                         Association.

                             Page 23


Joseph H. Lubenstein     Mr. Lubenstein, 56, has been President of
                         Kaman Aerospace Corporation, a subsidiary
                         of the corporation, since 2001.  Prior to
                         that, he served for many years in a
                         variety of senior management positions
                         at Pratt & Whitney, a subsidiary of
                         United Technologies Corporation, the
                         last position being Vice President -
                         Quality and Vice President - Materials.

Walter H. Monteith, Jr.  Mr. Monteith, 73, has been a Director
                         since 1987.  He is the retired Chairman
                         of Southern New England Telecommuni-
                         cations Corporation.

Wanda L. Rogers          Mrs. Rogers, 71, has been a Director
                         since 1991.  She is President and Chief
                         Executive Officer of Rogers
                         Helicopters, Inc., President of Sco-Matt,
                         Inc. and Vice President of Heavy Lift
                         Helicopters.  She is also a director of
                         both Central Valley  Community Bancorp
                         and its subsidiary, Central Valley
                         Community Bank.

Robert H. Saunders, Jr.  Mr. Saunders, 62, has been President of
                         Kaman Music Corporation, a subsidiary
                         of the corporation, since 1998. He has
                         held various positions with the
                         corporation since 1995.

Richard J. Swift         Mr. Swift, 59, has been a director
                         since 2002. Mr. Swift is currently
                         Chairman of the Financial Accounting
                         Standards Advisory Council.  In 2001, he
                         retired as Chairman, President and Chief
                         Executive Officer of Foster Wheeler Ltd.,
                         a provider of design, engineering,
                         construction, and other services, a
                         position he held since 1994.  Prior to
                         that, Mr. Swift held various positions
                         at Foster Wheeler, having joined the
                         company in 1972.  Mr. Swift is a
                         director of Ingersoll-Rand Company Ltd.,
                         Public Service Enterprise Group
                         Incorporated and Hubbell Incorporated.

     Each Director and executive officer has been elected for a
term of one year and until his or her successor is elected.  The
terms of all Directors and executive officers are expected to
expire as of the Annual Meeting of the Shareholders and Directors
of the corporation scheduled to be held on April 20, 2004.

                             Page 24


Section 16(a) Beneficial Ownership Reporting Compliance

     Based upon information provided to the corporation by
persons required to file reports under Section 16(a) of the
Securities Exchange Act of 1934, no Section 16(a) reporting
delinquencies occurred in 2003.


Board Independence

     A majority of the corporation's Board of Directors are
"independent" directors as required and defined by NASDAQ Stock
Market, Inc. Rule 4350(c)(1) and Rule 4200(a)(15).  The Board of
Directors has determined that the following persons are
independent:  Brian E. Barents, E. Reeves Callaway III, John
A. DiBiaggio, Edwin A. Huston, Eileen S. Kraus, Walter H.
Monteith, Jr., Richard J. Swift, and Wanda Lee Rogers.


Audit Committee Financial Expert(s)

     The Corporation's Board of Directors has for many years
maintained an Audit Committee which is currently composed of the
following directors:  Walter H. Monteith, Jr., Chairman, E. Reeves
Callaway III, Eileen S. Kraus, and Richard J. Swift.

     The corporation's Board of Directors has determined that the
Chairman of the Audit Committee, Walter H. Monteith, Jr., and
Richard J. Swift are "audit committee financial experts" within
the meaning of Item 401(h) of Regulation S-K.  In addition, each
member of the Audit Committee is "independent" as that term is
used in Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act.

Code of Business Conduct

     The corporation has for several years maintained a Code of
Business Conduct applicable to all of its employees and the Board
of Directors.  This Code of Business Conduct is also applicable to
the corporation's principal executive officer, principal financial
officer, principal accounting officer or controller, and persons
performing similar functions.  The Code of Business Conduct is
filed with this report as Exhibit 14.


ITEM 11.  EXECUTIVE COMPENSATION

A)   GENERAL.  The following tables provide certain information
relating to the compensation of the corporation's Chief
Executive Officer and its four other most highly compensated
executive officers.



                               Page 25



B)  SUMMARY COMPENSATION TABLE.

- ---------------------------------------------------------------------------
               Annual Compensation        Long Term Compensation
               -------------------        ----------------------
(a)         (b)   (c)        (d)    (e)     (f)      (g)       (h)     (i)
                                                                       All
Name and                            Other     AWARDS                  Other
Principal         Salary    Bonus   Annual  RSA   Options/SARs LTIP    Comp.
Position     Year  ($)       ($)    Comp.   ($)(1) (#Shares) Payments ($)(2)
- ---------------------------------------------------------------------------
                                           

P. R. Kuhn   2003 800,000    384,000 ------- 138,600       0/  ---  14,227
Chairman,                                              90,000
President and
Chief        2002 800,000    240,000 ------- 174,000  21,000/  ---  13,496
Executive                                              52,000
Officer      2001 762,500    300,000 ------- 261,000  25,000/  ---  15,630
                                                       65,000

R.M. Garneau 2003 470,000    169,000 -------  77,715       0/  ---  13,516
Executive                                              51,000
Vice Pres-   2002 470,000    118,000 ------- 101,500  12,000/  ---  23,655
ident and                                              29,000
Chief        2001 450,000    150,000 ------- 163,125  12,500/  ---  25,056
Financial                                              40,000
Officer

J.H. Lubenstein
President,   2003 325,000     65,000 -------  51,480        0/  --- 14,366
Kaman                                                   34,000
Aerospace    2002 325,000     65,000 -------  72,500    9,000/  ---  7,766
Corporation                                             22,000
             2001 300,000    160,000 ------- 406,875   45,000/  ---  2,875
                                                        45,000

T.J.Cahill   2003 295,000     74,000 -------  44,550        0/  --- 16,431
President,                                              29,200
Kaman        2002 280,000     56,000 -------  58,000    7,000/  --- 12,230
Industrial                                              18,000
Technologies 2001 280,000     90,000 -------  97,875    9,000/  --- 15,077
Corporation                                             20,000

R.H.Saunders Jr.
President,   2003 255,000    198,000 -------  58,410        0/  --- 18,083
Kaman Music                                             38,300
Corporation  2002 245,000    196,000 -------  50,750    6,000/  --- 18,383
                                                        15,000
             2001 235,000     85,000 -------  81,563    8,000/  --- 15,681
                                                        15,000
- ---------------------------------------------------------------------------


                             Page 26



1.  As of December 31, 2003, aggregate restricted stock holdings
and their year end value were:  P.R. Kuhn, 49,200 shares valued at
$683,388; R.M. Garneau, 23,050 shares valued at $320,165; J.H.
Lubenstein, 24,200 shares valued at $336,138; T.J.Cahill, 13,400
shares valued at $186,126; and R.H. Saunders, Jr., 14,100 shares
valued at $195,849.  Restrictions lapse at the rate of
20% per year for all awards, beginning one year after the grant
date provided recipient remains an employee of the corporation or
a subsidiary.  Awards reported in this column are as follows:
P.R. Kuhn, 14,000 shares in 2003, 12,000 shares in 2002, and 16,000
shares in 2001; R. M. Garneau, 7,850 shares in 2003, 7,000
shares in 2002, and 10,000 shares in 2001; J.H. Lubenstein, 5,200
shares in 2003, and 5,000 shares in 2002, and 25,000 shares in 2001;
T. J. Cahill, 4,500 shares in 2003, 4,000 shares in 2002, and 6,000
shares in 2001; R. H. Saunders, Jr., 5,900 shares in 2003, 3,500
shares in 2002, and 5,000 in 2001.  Dividends are paid on the
restricted stock.

2.  Amounts reported in this column consist of:  P.R. Kuhn, $7,907
- - Senior executive life insurance program ("Executive Life"),
$5,000 - employer matching contributions to the Kaman Corporation
Thrift and Retirement Plan (the "Thrift Plan employer match");
$1,320 - medical expense reimbursement program ("MERP"); R.M.
Garneau, $6,545 - Executive Life, $851 - Officer 162 Insurance
Program, $5,000 - Thrift Plan employer match, $1,120 - MERP; J. H.
Lubenstein, $3,761 - Executive Life, $5,000 - Thrift Plan employer
match, $4,750 - all supplemental employer contributions under the
 Kaman Corporation Deferred Compensation Plan ("supplemental
employer contributions"), $855 - MERP; T. J. Cahill, $3,448 -
Executive Life, $5,000 - Thrift Plan employer match, $3,758 -
MERP, $4,225 - supplemental employer contributions; R.H. Saunders,
Jr., $7,247 -  Executive Life, $5,000 Thrift Plan employer match,
$2,438 - MERP, $3,398 - supplemental employer contributions.



















                               Page 27


C)  OPTION/SAR GRANTS IN THE LAST FISCAL YEAR:

- ----------------------------------------------------------------------------
                                                       Potential Realizable
                                                       Value at Assumed
                                                       Annual Rates of
                                                       Stock Price
                                                       Appreciation for
                  Individual Grants                    Option Term*
- ----------------------------------------------------------------------------
(a)             (b)        (c)        (d)        (e)      (f)      (g)
                       % of Total
                        Options/
                         SARs**
             Options/ Granted to
               SARs** Employees  Exercise or
             Granted  in Fiscal  Base Price  Expiration
Name           (#)       Year     ($/Sh)        Date     5%($)    10%($)
- ----------------------------------------------------------------------------
                                                
P. R. Kuhn         0/        0/   9.9000    2/25/13    560,345    1,420,025
              90,000     28.64

R. M. Garneau      0/        0/   9.9000    2/25/13    317,529      804,681
              51,000     16.23

J. H. Luben-       0/        0/   9.9000    2/25/13    211,686      536,454
  stein       34,000     10.82

T. J. Cahill       0/        0/   9.9000    2/25/13    181,801      460,719
              29,200      9.29

R. H. Saunders     0/        0/   9.9000    2/25/13    238,458      604,299
              38,300     12.19
- ----------------------------------------------------------------------------

*The information provided herein is required by Securities and
Exchange Commission rules and is not intended to be a projection
of future common stock prices.

**Stock Appreciation Rights ("SARs") are payable in cash only,
not in shares of common stock.

Options and SARs relate to the corporation's Class A common
stock and generally vest at the rate of 20% per year, beginning
one year after the grant date provided the recipient remains an
employee of the corporation or a subsidiary.






                               Page 28


D) STOCK OPTION EXERCISES IN THE LAST FISCAL YEAR, AND
   FISCAL YEAR-END OPTION VALUES.


- -------------------------------------------------------------------------
                                           Number of
                                         Shares under-      Value of
                                            lying          Unexercised
                                          Unexercised      in-the-money
                                            options          options*
                 Shares                   at FY-end (#)    at FY-end ($)
               acquired on   Value        exercisable/     exercisable/
 Name          Exercise(#)  realized     unexercisable    unexercisable
  (a)             (b)         (c)           (d)               (e)
- -------------------------------------------------------------------------
                                              

P. R. Kuhn       none         -          106,200/59,800   $42,930/28,620

R. M. Garneau    none         -           38,100/22,900   $27,865/14,310

J. H. Lubenstein none         -           19,800/34,200         0/     0

T. J. Cahill     none         -          47,600/22,300    $69,137/ 8,586

R. H. Saunders   none         -          23,800/13,200    $25,344/ 8,586
- -------------------------------------------------------------------------

*Difference between the 12/31/03 Fair Market Value and the exercise price.
























                               Page 29


STOCK APPRECIATION RIGHT ("SAR")EXERCISES IN THE LAST FISCAL YEAR
AND YEAR-END SAR VALUES.


- ------------------------------------------------------------------------
                                                       Value of
                                       Number of      Unexercised
                                      Unexercised    in-the-money
                                         SARs           SARs*
                  SARs                at FY-end (#)  at FY-end ($)
               acquired on    Value   exercisable/   exercisable/
 Name          Exercise(#)  realized  unexercisable  unexercisable
  (a)              (b)         (c)        (d)            (e)
- ------------------------------------------------------------------------
                                           

P. R. Kuhn       none       none       210,000/226,600 $107,325/430,650

R. M. Garneau    none       none       101,300/116,200 $ 80,395/246,420

J. H. Lubenstein none       none        22,400/ 78,600       0/ 135,660

T. J. Cahill     none       none        90,100/ 64,600 $ 64,198/137,973

R. H. Saunders   none       none        19,000/ 64,300 $ 22,465/167,127
- ------------------------------------------------------------------------

*Difference between the 12/31/03 Fair Market Value and the exercise price(s).

























                               Page 30


E)  LONG TERM INCENTIVE PLAN AWARDS:

- -------------------------------------------------------------------------
                    Estimated future payouts under non-stock
                              price-based plans (1)
                        ----------------------------------------

 ( a )         ( b )          ( c )         ( d )      ( e )     ( f )
- -------------------------------------------------------------------------
                           Performance
              Number of      or other
               Shares      period until
              Units or      maturation    Threshold    Target   Maximum
  Name      Other Rights    or payout        ($)         ($)      ($)
- -------------------------------------------------------------------------
                                                 

P.R. KUHN           0      24 months          0       880,000   1,760,000

R.M. GARNEAU        0      24 months          0       376,000     752,000

J.H. LUBENSTEIN     0      24 months          0       211,000     423,000

T.J.CAHILL          0      24 months          0       192,000     384,000

R. H. SAUNDERS,JR   0      24 months          0       166,000     332,000
- -------------------------------------------------------------------------

1.  Payouts will generally be made in cash, however, up to one-third of the
payment may be made in stock at the discretion of the Kaman Corporation
Board of Directors' Personnel and Compensation Committee.  The executive may
request the Committee to approve a greater percentage of the payout to be
made in stock.




     The long term incentive program (LTIP) was added to the
corporation's Stock Incentive Plan features effective with
calendar year 2003.  The Kaman LTIP measures and rewards the
comparative financial performance on average return on total
capital (40%), growth in earnings per share (40%), and total
return to shareholders (20%) over the performance period, which is
generally three years.  Kaman's performance is compared to that of
the Russell 2000 companies.  Each participant is assigned a target
award expressed as a percent of base salary that varies with
organizational level.  A two-year transition award was made in
2003, the implementation year.  The award, if any, for 2003 would
be paid in 2005.  The LTIP will pay target awards if performance
is at the 50th percentile of the Russell 2000.  If relative
company performance is below the 25th percentile of the Russell
2000, no award will be paid.  Should relative performance be at
the 75th percentile or higher, of the Russell 2000, the maximum

                             Page 31


award of 200% of target will be paid.  Prorated awards will be
paid for performance levels between the 25th and 75th percentiles.

F)  PENSION AND OTHER DEFINED BENEFIT DISCLOSURE. The
following table shows estimated annual benefits payable at
normal retirement age to participants in the corporation's
Pension Plan at various compensation and years of service
levels using the benefit formula applicable to Kaman
Corporation.  Pension benefits are calculated based on
60 percent of the average of the highest five consecutive
years of "covered compensation" out of the final ten years
of employment less 50 percent of the primary social security
benefit, reduced proportionately for years of service less than 30
years:



                        PENSION PLAN TABLE
                         Years of Service
Remuneration*    15        20       25         30        35
- ---------------------------------------------------------------
                                       
  125,000    32,337    43,332    53,679      64,674      64,674
  150,000    39,837    53,382    66,129      79,674      79,674
  175,000    47,337    63,432    78,579      94,674      94,674
  200,000    54,837    73,482    91,029     109,674     109,674
  225,000    62,337    83,532   103,479     124,674     124,674
  250,000    69,837    93,582   115,929     139,674     139,674
  300,000    84,837   113,682   140,829     169,674     169,674
  350,000    99,837   133,782   165,729     199,674     199,674
  400,000   114,837   153,882   190,629     229,674     229,674
  450,000   129,837   173,982   215,529     259,674     259,674
  500,000   144,837   194,082   240,429     289,674     289,674
  750,000   219,837   294,582   364,929     439,674     439,674
1,000,000   294,837   395,082   489,729     589,674     589,674
1,250,000   369,837   495,582   613,929     739,674     739,674
1,500,000   444,837   596,082   738,429     889,674     889,674
1,750,000   519,837   696,582   862,929   1,039,674   1,039,674
2,000,000   594,082   797,082   988,429   1,189,674   1,189,674

*Remuneration:  Average of the highest five consecutive years of
"Covered Compensation" out of the final ten years of service.


     "Covered Compensation" means "W-2 earnings" or "base
earnings", if greater, as defined in the Pension Plan.  W-2
earnings for pension purposes includes salary (including 401(k)
and Section 125/129 Plan contributions but not deferrals under a
non-qualified Deferred Compensation Plan), bonus and taxable
income attributable to restricted stock awards, stock appreciation
rights, and the cash out of employee stock options.  Salary and
bonus amounts for the named executive officers for 2003 are as

                             Page 32


shown on the Summary Compensation Table.  Compensation deferred
under the corporation's non-qualified deferred compensation plan
is included in Covered Compensation here because it is covered by
the corporation's unfunded supplemental employees' retirement
plan for the participants in that plan.

     Current Compensation covered by the Pension Plan for any
named executive whose Covered Compensation differs by more than
10% from the compensation disclosed for that executive in the
Summary Compensation Table: Mr. Lubenstein, $473,216.

     Federal law imposes certain limitations on annual pension
benefits under the Pension Plan.  For the named executive
officers who are participants, the excess will be paid under the
Corporation's unfunded supplemental employees' retirement plan.

     The executive officers named in Item 11(b) are participants
in the Pension Plan and as of December 31, 2003, had the number of
years of credited service indicated:  Mr. Kuhn - 10.0; Mr. Garneau
- - 22.5 years; Mr. Lubenstein - 4.63 years; Mr. Cahill - 28.7
years; Mr. Saunders - 8.0 years.

     Benefits are computed generally in accordance with the
benefit formula described above.

G)   COMPENSATION OF DIRECTORS. Effective January 1, 2004, non-
employee members of the Board of Directors of the corporation
receive an annual retainer of $35,000, a fee of $1,500 for
attending each meeting of the Board and a fee of $1,200 for
attendance at each meeting of a standing Committee of the Board.
From time to time, the Board of Directors may establish a special
committee for a limited time and purpose.  Fees paid for service
of special committees are generally consistent with fees paid for
service on standing committees, except that special committee
members may also receive compensation for service beyond
attendance at meetings, most recently at the rate of $1,000 per
day up to a maximum equal to the current annual retainer
applicable to the Board of Directors.  The Chairman of each
committee receives a fee of $1,600 for attending each meeting of
that Committee and an annual retainer as follows:  Audit, $7,500;
Personnel and Compensation, $5,000; Finance and Governance, each
$3,000.  The Vice Chairman is entitled to a fee of $3,000 per
meeting when serving as the Chairman. Such fees may be received on
a deferred basis.  The Lead Director receives an annual retainer
equal to $5,000.  In addition, each non-employee director will
receive a Restricted Stock Award for 1,000 shares (issued pursuant
to the corporation's 2003 Stock Incentive Plan), providing for
immediate vesting upon election as a director at the corporation's
2004 Annual Meeting of Shareholders.

H)  EMPLOYMENT CONTRACTS AND TERMINATION, SEVERANCE AND CHANGE OF
CONTROL ARRANGEMENTS.  The corporation has entered into

                             Page 33


Employment Agreements and Change in Control Agreements with
certain executive officers, amendments to which are attached as
Exhibits 10g(i) through 10(g)(xvii).  These agreements were filed
as exhibits to the following filings made by the corporation with
the Securities and Exchange Commission:  Form 10-Q (Document
54381-99-14) filed on November 12, 1999;  Form 10-K (Document No.
54381-00-03 filed on March 21, 2000; and Form 10-Q (Document
54381-00-500006) filed on November 14, 2000.  Form 10-Q filed
August 14, 2001 (Document No. 0000054381-01-500011 and Form 10-Q
filed November 14, 2001 (Document No. 0000054381-01-500016. The
employment agreements do not have a fixed term and generally
provide for a severance payment to be made to any such officer if
he or she is terminated from employment (other than for willful
failure to perform proper job responsibilities or violations of
law) or if he or she leaves employment for good reason (e.g., due
to a  diminution in job responsibilities).  The change in control
agreements generally provide that, for a three year period
following a change in control of Kaman Corporation or, in certain
cases, a subsidiary thereof, a severance payment will be made to
any such officer if his or her employment ends following the
change in control (unless the termination was for cause, the
officer dies or becomes disabled or if he or she leaves employment
without good reason).  The change in control agreements do not
have a fixed term.

     Following his retirement from regular employment effective
December 31, 2001, the corporation entered into an agreement with
Walter Kozlow retaining him as a consultant for a period of two
years at an annual rate of $242,500.  This agreement expired on
December 31, 2003. A copy of such agreement was attached to the
corporation's Form 10-Q filed with the Securities and Exchange
Commission on August 14, 2001.

     Except as disclosed in Item 13, and except as described above
or in connection with the corporation's Pension Plan, Supplemental
Employees' Retirement Plan, 2003 Stock Incentive Plan and the non-
qualified Deferred Compensation Plan, the corporation has no other
employment contract, plan or arrangement with respect to any named
executive officer which relates to employment termination for any
reason, including resignation, retirement or otherwise, or a
change in control of the corporation or a change in any such
executive officer's responsibilities following a change of
control, which exceeds or could exceed $100,000.

I)   Not Applicable.

J)   COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
IN COMPENSATION DECISIONS.

     1)  The following persons served as members of the Personnel
and Compensation Committee of the Corporation's Board of Directors


                             Page 34


during the last fiscal year: Brian E. Barents, E. Reeves Callaway,
III, Edwin A. Huston, Wanda L. Rogers, and Richard J. Swift.

     None of these individuals was an officer or employee of the
corporation or any of its subsidiaries during either the last
fiscal year or any portion thereof in which he or she served as a
member of the Personnel and Compensation Committee.

     2)  During the last fiscal year no executive officer of the
corporation served as a director of or as a member of the
compensation committee (or other board committee performing
equivalent functions) of another entity, one of whose executive
officers served as a director of, or on the Personnel and
Compensation Committee of the corporation.

K)   Not Applicable.

L)   Not Applicable.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT AND RELATED STOCKHOLDER MATTERS

      (a)  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS.

     Following is information about persons known to the
corporation to be beneficial owners of more than five percent
(5%) of the Corporation's voting securities.  Ownership is
direct unless otherwise noted.


- -----------------------------------------------------------------
                                  Number of Shares
Class of                          Beneficially Owned
Common     Name and Address       as of February 1,   Percentage
Stock      Beneficial Owner       2004                  of Class
- -----------------------------------------------------------------
                                                
Class B    Charles H. Kaman          258,375(1),(2)      38.69%
           Kaman Corporation
           1332 Blue Hills Avenue
           Bloomfield, CT 06002

           Holders of Mr. Kaman's    (2)
           Power of Attorney
           c/o John C. Yavis, Jr.
           Murtha Cullina LLP
           CityPlace I
           185 Asylum Street
           Hartford, CT 06105



                             Page 35


Class B    Newgate Associates        199,802(3),(4)      29.91%
           Limited Partnership
           c/o Murtha Cullina, LLP
           CityPlace I
           185 Asylum Street
           Hartford, CT 06103

           Voting Trustees pursuant  (4)
           to a Voting Trust
           Agreement, dated as of
           August 14, 2000
           c/o John C. Yavis, Jr.
           Murtha Cullina LLP
           CityPlace I
           185 Asylum Street
           Hartford, CT 06105

Class B    C. William Kaman, II       64,446(5)           9.65%
           5367 Florence Point Drive
           Fernandina Beach, FL 32034

Class B    Robert D. Moses            51,177(6)           7.66%
           Farmington Woods
           Avon, CT 06001
- -----------------------------------------------------------------

(1)  Excludes 1,471 shares held by Mrs. Kaman.  Mr. Kaman shares
     beneficial ownership of these shares with the holders of a
     Power of Attorney, as described in note (2) below.

(2)  The power to vote Mr. Kaman's shares of Class B common stock
     is shared through a durable power of attorney (the "Power of
     Attorney") with certain individuals who have the authority to
     vote Mr. Kaman's shares by majority vote.  These individuals
     are:  John S. Murtha, a director emeritus of the corporation
     and of counsel to the Hartford, Connecticut law firm, Murtha
     Cullina LLP, counsel to the corporation, Robert M. Garneau,
     Executive Vice President and Chief Financial Officer of the
     corporation, Roberta C. Kaman, Mr. Kaman's wife, C. William
     Kaman II, Mr. Kaman's son and a director and Vice Chairman of
     the Board of the corporation, Steven W. Kaman, Mr. Kaman's
     son, and Cathleen H. Kaman-Wood, Mr. Kaman's daughter.

(3)  These shares are subject to a voting trust agreement dated
     August 14, 2000 (the "Voting Trust"), as described in note
     (4) below.  Newgate shares beneficial ownership of such
     shares with the voting trustees of such trust, as described
     in note (4) below.

(4)  The power to vote the shares of Newgate Associates Limited
     Partnership is currently vested in ten voting trustees (the
     "Voting Trustees") under the Voting Trust, which has a term

                             Page 36


     of ten (10) years, subject to renewal.  The Voting Trustees
     consist of the six (6) individuals identified in footnote
     (2) above and the following four (4) individuals:  T. Jack
     Cahill, President of Kaman Industrial Technologies
     Corporation, a subsidiary of the corporation, Paul R. Kuhn,
     Chairman, President, and Chief Executive Officer of the
     corporation, Wanda L. Rogers, director of the corporation,
     and John C. Yavis, Jr., of counsel to Murtha Cullina LLP,
     counsel to the corporation.

(5)  Excludes 4,800 shares held as trustee for the benefit of
     certain family members.

(6)  This information was current as of January 31, 2003 and
     includes 39,696 shares held by a partnership controlled by
     Mr. Moses.


     (b)  SECURITY OWNERSHIP OF MANAGEMENT.  The following is
information concerning beneficial ownership of the corporation's
stock by each Director of the corporation, each executive officer
of the corporation named in the Summary Compensation Table, and
all Directors and executive officers of the corporation as a
group.  Ownership is direct unless otherwise noted.


- ------------------------------------------------------------------------
                                      Number of Shares
                      Class of       Beneficially Owned       Percentage
Name                 Common Stock  as of February 1, 2004      of Class
- ------------------------------------------------------------------------
                                                     
Brian E. Barents        Class A             3,500                *
T. Jack Cahill          Class A           109,756(1)             *
E. Reeves Callaway      Class A             3,500                *
John A. DiBiaggio       Class A             3,500                *
Robert M. Garneau       Class A           123,016(2)             *
                        Class B            24,404               3.48%
Edwin A. Huston         Class A             1,500                *
C. William Kaman, II    Class A            60,888(3)             *
                        Class B            64,446(4)            9.65%
Paul R. Kuhn            Class A           258,363(5)             *
                        Class B             3,288                *
Eileen S. Kraus         Class A             4,580                *
Joseph H. Lubenstein    Class A            56,800(6)             *
Walter H. Monteith, Jr. Class A             3,700                *
Wanda L. Rogers         Class A             3,500                *
Robert H. Saunders, Jr. Class A            57,961(7)             *
                        Class B               720                *
Richard J. Swift        Class A             1,500                *
All Directors and
Executive Officers      Class A           903,164(8)           4.10%
as a group **           Class B            94,020             14.08%
- ------------------------------------------------------------------------
                             Page 37



*    Less than one percent.
**   Excludes 22,400 Class A shares held by spouses of certain
     Directors and executive officers.


(1)  Includes 53,500 shares subject to stock options exercisable
     or which will become exercisable within 60 days.
(2)  Includes 46,800 shares subject to stock options exercisable
     or which will become exercisable within 60 days.
(3)  Excludes 89,891 shares held by Mr. Kaman as Trustee, in
     which shares Mr. Kaman disclaims any beneficial ownership.
(4)  Excludes 4,800 shares held by Mr. Kaman as Trustee in which
     shares Mr. Kaman disclaims any beneficial ownership.
(5)  Includes 119,400 shares subject to stock options exercisable
     or which will become exercisable within 60 days.  Includes
     17,250 shares held jointly with spouse.
(6)  Includes 21,600 shares subject to stock options exercisable
     or which will become exercisable within 60 days.
(7)  Includes 29,000 shares subject to stock options exercisable
     or which will become exercisable within 60 days.
(8)  Includes 380,700 shares subject to stock options which will
     become exercisable within 60 days.































                             Page 38



SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION
PLANS:
- ------------------------------------------------------------------
                                                      Number of
                                                     securities
                        Number of                    remaining
                      securities to                 available for
                       be issued      Weighted-    future issuance
                          upon         average      under equity
                       exercise of     exercise     compensation
                      outstanding      price of         plans
                        options,      outstanding    (excluding
                        warrants       options,       securities
                          and          warrants      reflected in
     Plan Category       rights       and rights     column (a))
                           (a)           (b)             (c)
- ------------------------------------------------------------------
                                               

Equity compensation
plans approved by
security holders:

  1993 Stock Incentive
     Plan                1,275,670      $ 13.67           ----

  2003 Stock Incentive
     Plan*                  ----          ----          2,000,000

  Employees Stock
  Purchase Plan             ----          ----            735,500

Equity compensation
plans not approved by
security holders            ----          ----            ----
- ------------------------------------------------------------------

Total                    1,275,670      $ 13.67         2,735,500
- ------------------------------------------------------------------


*The corporation's 2003 Stock Incentive Plan was adopted by the
Board of Directors effective November 1, 2003, and was further
amended on February 17, 2004.  The 2003 Stock Incentive Plan, and
the awards made thereunder to date, are subject to approval by the
corporation's Class B shareholders at the Annual Meeting of
Shareholders scheduled to be held on April 20, 2004.  The 2003
Stock Incentive Plan provides for the grant of stock options,
stock appreciation rights, restricted stock awards and long-term
performance based awards.  A total of 2,000,000 shares of the
corporation's Class A common stock has been reserved for issuance

                             Page 39


under the 2003 Stock Incentive Plan, in addition to shares
underlying any award under a predecessor plan.  A copy of the 2003
Stock Incentive Plan is filed with this report as Exhibit 10a.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     During 2003, the corporation obtained legal services in the
amount of $525,272 from the Hartford, Connecticut law firm of
Murtha Cullina LLP of which Mr. John S. Murtha and Mr. John C.
Yavis, Jr. are of counsel. Mr. Murtha, a director emeritus of the
corporation, is currently one of six holders of a power of
attorney described in footnote (2) to the table entitled "Security
Ownership of Certain Beneficial Owners", and a voting trustee of
the Voting Trust described in footnote (4) of such table.  Mr.
Yavis currently serves as a voting trustee of the Voting Trust and
as the general partner of Newgate Associates Limited Partnership.


ITEM 14. Principal Accounting Fees and Services

Following is a summary of KPMG LLP fees for professional services
in fiscal years ended December 31, 2003 and 2002:


                                 (in thousands)
Fee Category             2003 Fees            2002 Fees
- ------------             ---------            ---------
                                    
Audit Fees              $   562.8         $    559.3
Audit-Related Fees           21.0               60.4
Tax Fees                    218.2              131.2
All Other Fees                9.8                ---
                        ---------         ----------
Total Fees             $    811.8         $    750.9
                       ==========         ==========



     Audit Fees relate to services rendered for the audit of the
corporation's consolidated financial statements and review of the
interim consolidated financial statements included in quarterly
reports and services normally provided by KPMG in connection with
statutory and regulatory filings or engagements.

     Audit-Related Fees relate to assurance and related services
that are reasonably related to performance of the audit or review
of the corporation's consolidated financial statements and which
are not reported under "Audit Fees".  These services have included
employee benefit plan audits and consultations in connection with
acquisitions.


                             Page 40


     Tax Fees relate to tax compliance, tax advice, and tax
planning services, including assistance with federal, state and
international tax compliance, tax audit defense, acquisitions and
international tax planning.

     All Other Fees relate to products and services other than
those described above.

     The Audit Committee's policy is to pre-approve all audit,
non-audit, tax and other fees to be paid to its independent
auditor.  The Chairman of the Committee has been authorized by the
Committee to pre-approve KPMG proposals up to twenty thousand
dollars per service item, subject to the full Committee's approval
at a subsequent meeting. Pre-approvals are specific as to the
particular service that is proposed and each service is generally
subject to a budget.



                            PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
          ON FORM 8-K

(a)(1)  FINANCIAL STATEMENTS.
          See Item 8 concerning financial statements appearing
          as Exhibit 13 to this report.


  (a)(2)  FINANCIAL STATEMENT SCHEDULES.
          An index to the financial statement schedules
          immediately precedes such schedules.


  (a)(3)  EXHIBITS.
          An index to the exhibits filed or incorporated by
          reference immediately precedes such exhibits.


  (b)     REPORTS ON FORM 8-K:  The following reports on Form 8-K
          were filed with the Securities and Exchange Commission
          since January 1, 2003:

  (b) (1) January 15, 2003, File No. 333-666179, Document No.
          0000054381-03-000002 concerning the corporation's sale
          of its Electromagnetics Division of Kaman Aerospace
          Corporation.

  (b) (2) April 15, 2003, File No. 333-666179, Document No.
          0000054381-03-000081 concerning the corporation's first
          quarter earnings results.


                             Page 41


  (b) (3) July 22, 2003, File No. 333-666179, Document No.
          0000054381-03-000111 concerning the corporation's second
          quarter earnings results.

  (b) (4) September 9, 2003, File No. 333-666179, Document No.
          0000054381-03-000115 concerning the acquisition of
          Industrial Supplies, Inc.

  (b) (5) October 31, 2003, File No. 333-666179, Document No.
          0000054381-03-000121 concerning the corporation's third
          quarter earnings results.

  (b) (6) January 29, 2004, File No. 333-666179, Document No.
          0000054381-04-000006 concerning the move of its 6%
          Convertible Subordinated Debentures to the OTC Bulletin
          Board from the Nasdaq Small Cap Market listing.

  (b) (7) February 11, 2004, File No. 333-666179, Document No.
          0000054381-04-000029 concerning the financial
          performance for the quarter and year ended December 31,
          2003.































                               Page 42



                              SIGNATURES
     Pursuant to the requirements of Section 13 or 15(d) 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, in the Town of Bloomfield, State of
Connecticut, on this 5th day of March, 2004.

                           KAMAN CORPORATION
                           (Registrant)

                           /s/ Paul R. Kuhn
                           By  Paul R. Kuhn, Chairman, President
                           and Chief Executive Officer

     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.

Signature:            Title:                             Date:
- ---------------------------------------------------------------

/s/ Paul R. Kuhn
Paul R. Kuhn          Chairman, President, and   March 5, 2004
                      Chief Executive Officer
                      and Director

/s/ Robert M. Garneau
Robert M. Garneau     Executive Vice President   March 5, 2004
                      and Chief Financial Officer
                      (Principal Financial and
                      Accounting Officer)

/s/ Paul R. Kuhn
Paul R. Kuhn                                     March 5, 2004
Attorney-in-Fact for:

    Brian E. Barents         Director
    E. Reeves Callaway, III  Director
    John A. DiBiaggio        Director
    Edwin A. Huston          Director
    C. William Kaman, II     Director
    Eileen S. Kraus          Director
    Walter H. Monteith, Jr.  Director
    Wanda L. Rogers          Director
    Richard J. Swift         Director







                               Page 43


KAMAN CORPORATION AND SUBSIDIARIES

                  Index to Financial Statement Schedules



Report of Independent Auditors

Financial Statement Schedules:

    Schedule V - Valuation and Qualifying Accounts










































                               Page 44


REPORT OF INDEPENDENT AUDITORS


KPMG LLP
Certified Public Accountants
One Financial Plaza
Hartford, Connecticut 06103

The Board of Directors and Shareholders
Kaman Corporation:

Under date of February 6, 2004, we reported on the consolidated
balance sheets of Kaman Corporation and subsidiaries as of
December 31, 2003 and 2002 and the related consolidated
statements of operations, changes in shareholders' equity and
cash flows for each of the years in the three-year period ended
December 31, 2003, as contained in the 2003 annual report to
shareholders.  These consolidated financial statements and our
report thereon are included in the annual report on Form 10-K
for 2003.  In connection with our audits of the aforementioned
consolidated financial statements, we also audited the related
consolidated financial statement schedule as listed in the
accompanying index.  This financial statement schedule is the
responsibility of the Company's management.  Our responsibility
is to express an opinion on this financial statement schedule
based on our audits.

In our opinion, such schedule, when considered in relation to
the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set
forth therein.


/s/ KPMG LLP



Hartford, Connecticut
February 6, 2004














                               Page 45



                  KAMAN CORPORATION AND SUBSIDIARIES
              SCHEDULE V - VALUATION AND QUALIFYING ACCOUNTS
                          (Dollars in Thousands)

                          YEAR ENDED DECEMBER 31, 2003
                                    Additions
                                                
                     BALANCE    CHARGED TO                     BALANCE
                     JANUARY 1, COSTS AND                      DECEMBER 31,
DESCRIPTION          2003       EXPENSES   OTHERS  DEDUCTIONS  2003
Allowance for
doubtful accounts    $2,853     $1,507     $ 150(B) $1,170(A)  $3,340
                     ======     ======     ======   ======     ======
Accumulated
amortization         $1,817     $-----(C)  $-----   $-----     $1,817
of goodwill          ======     ======     ======   ======     ======


                          YEAR ENDED DECEMBER 31, 2002
                                    Additions
                                                
                     BALANCE    CHARGED TO                     BALANCE
                     JANUARY 1, COSTS AND                      DECEMBER 31,
DESCRIPTION          2002       EXPENSES   OTHERS  DEDUCTIONS  2002
Allowance for
doubtful accounts    $3,939     $1,024     $ 110(B) $2,220(A)  $2,853
                     ======     ======     ======   ======     ======
Accumulated
amortization         $1,817     $-----(C)  $-----   $-----     $1,817
of goodwill          ======     ======     ======   ======     ======


                          YEAR ENDED DECEMBER 31, 2001
                                    Additions
                                                
                     BALANCE    CHARGED TO                     BALANCE
                     JANUARY 1, COSTS AND                      DECEMBER 31,
DESCRIPTION          2001       EXPENSES   OTHERS  DEDUCTIONS  2001
Allowance for
doubtful accounts    $4,636     $  868     $277(B)  $1,842(A)  $3,939
                     ======     ======     ======   ======     ======
Accumulated
amortization         $1,708     $  109     $-----   $-----     $1,817
of goodwill          ======     ======     ======   ======     ======

(A) Write-off of bad debts, net of recoveries.
(B) Additions to allowance for doubtful accounts attributable to
    acquisitions.
(C) In accordance with FASB 142, no amortization expense for
    goodwill has been recorded in 2003.




                               Page 46


                      KAMAN CORPORATION

                      INDEX TO EXHIBITS

Exhibit 3a       The Amended and Restated            by reference
                 Certificate of Incorporation
                 of the corporation, as amended,
                 has been filed with the Securities
                 and Exchange Commission on form
                 S-8POS on May 11, 1994, as
                 Document No. 94-20.

Exhibit 3b       The By-Laws of the corporation      attached
                 as amended on February 17, 2004.

Exhibit 4a       Indenture between the corporation   by reference
                 and Manufacturers Hanover Trust
                 Company, as Indenture Trustee,
                 with respect to the Corporation's
                 6% Convertible Subordinated Debentures,
                 has been filed as Exhibit 4.1 to
                 Registration Statement No. 33 -
                 11599 on Form S-2 of the corporation
                 filed with the Securities and Exchange
                 Commission on January 29, 1987.

Exhibit 4b       Revolving Credit Agreement          by reference
                 between the corporation and The
                 Bank of Nova Scotia and Fleet
                 National Bank as Co-Administrative
                 Agents and Bank One, N.A. as the
                 Documentation Agent and The Bank of
                 Nova Scotia and Fleet Securities, Inc.
                 as the Co-Lead Arrangers and Various
                 Financial Institutions dated as of
                 November 13, 2000 filed as Exhibit 4
                 to form 10-Q filed with the Securities
                 and Exchange Commission on November 14,
                 2000, Document No. 0000054381-00-500006,
                 as amended by Document No. 0000054381-02-
                 000022 filed on August 14, 2002, as amended
                 by Document No. 0000054381-03-000124, filed
                 on November 5, 2003.

Exhibit 4c       Credit Agreement between the        by reference
                 corporation, RWG Frankenjura-
                 Industrie Flugwerklager GmbH, and
                 Wachovia Bank, N.A., dated July 29,
                 2002, as amended by Document No.
                 0000054381-02-000022 filed on August 14,
                 2002, as amended by Document No.


                             Page 47


                 0000054381-03-000124, filed on
                 November 5, 2003.  Schedules and
                 Exhibits to the Credit Agreement,
                 which are listed in its Table of Contents,
                 are omitted but will be provided to the
                 Commission upon request.

Exhibit 10a      The Kaman Corporation 2003 Stock    attached
                 Incentive Plan effective November 1,
                 2003, as amended effective February
                 17, 2004.

Exhibit 10b      The Kaman Corporation Employees     by reference
                 Stock Purchase Plan as amended
                 effective November 19, 1997 has been
                 filed as an exhibit to the Corporation's
                 Form 10-K Document No. 0000054381-98-09
                 filed with the Securities and
                 Exchange Commission on March 16, 1998,
                 as amended by Document No. 0000054381-98-13
                 filed on March 27, 1998.

Exhibit 10c      Fifth Amendment to Kaman            attached
                 Corporation Supplemental
                 Employees' Retirement Plan.  The
                 Plan, as previously amended has
                 been filed as an exhibit to
                 the Corporation's Form 10-K,
                 Document No. 0000054381-02-000005
                 filed with the Securities and Exchange
                 Commission on March 14, 2002.

Exhibit 10d      First Amendment to Kaman            attached
                 Corporation Amended and Restated
                 Deferred Compensation Plan (Effective
                 as of November 12, 2002, except where
                 otherwise indicated).  The Amended and
                 Restated Plan has been filed as an
                 Exhibit to the corporation's Form 10-K
                 Document No. 0000054381-03-000079 filed
                 with the Securities and Exchange
                 Commission on March 26, 2003.

Exhibit 10e(i)  Kaman Corporation Cash Bonus Plan    by reference
                (Amended and Restated Effective as
                of January 1, 2002) and First
                Amendment thereto was filed as an
                exhibit to the Corporation's Form 10-K
                Document No. 0000054381-02-000005,
                filed with the Securities and Exchange
                Commission on March 14, 2002.  The
                Second Amendment to Kaman Corporation

                             Page 48


                 Cash Bonus Plan (Amended and
                 Restated Effective as  of January 1,
                 2002) has been filed as an Exhibit
                 to the corporation's Form 10-K
                 Document No. 0000054381-03-000079 filed
                 with the Securities and Exchange
                 Commission on March 26, 2003.

Exhibit 10f      Notice of change of control         by reference
                 filed as Exhibit 99 to the
                 corporation's Form 8-K dated
                 August 16, 2000 as Document
                 No. 54381-00-000010.

Exhibit 10g (i)  Amendment No. 1 to Amended and      attached
                 Restated Employment Agreement
                 between Paul R. Kuhn and Kaman
                 Corporation, dated as of September
                 11, 2001.

Exhibit 10g(ii)  Amendment No. 2 to Amended and      attached
                 Restated Employment Agreement
                 between Paul R. Kuhn and Kaman
                 Corporation, dated as of February
                 17, 2004.

Exhibit 10g(iii) Second Amended and Restated         attached
                 Change in Control Agreement
                 between Paul R. Kuhn and Kaman
                 Corporation, dated as of November
                 11, 2003.

Exhibit 10g(iv)  Amendment No. 1 to Amended and      attached
                 Restated Employment Agreement
                 between Candace A. Clark and
                 Kaman Corporation, dated as of
                 February 17, 2004.

Exhibit 10g (v)  Amendment No. 1 to Amended and      attached
                 Restated Employment Agreement
                 between Ronald M. Galla and Kaman
                 Corporation, dated as of February
                 17, 2004.

Exhibit 10g (vi) Amendment No. 1 to Amended and      attached
                 Restated Employment Agreement
                 between Robert M. Garneau and
                 Kaman Corporation, dated as of
                 February 17, 2004.




                             Page 49


Exhibit 10g (vii) Amendment No. 1 to Amended and     attached
                  Restated Employment Agreement
                  between T. Jack Cahill and Kaman
                  Industrial Technologies Corporation,
                  dated as of February 17, 2004.

Exhibit 10g (viii)Amendment No. 2 to Amended and     attached
                  Restated Employment Agreement
                  between Joseph H. Lubenstein and
                  Kaman Aerospace Corporation, dated
                  as of February 17, 2004.

Exhibit 10g (ix)  Amendment No. 1 to Amended and     attached
                  Restated Employment Agreement
                  between Robert H. Saunders, Jr.
                  and Kaman Music Corporation,
                  dated as of February 17, 2004.

Exhibit 10g (x)   Second Addendum to Change in       attached
                  Control Agreement between
                  Candace A. Clark and Kaman
                  Corporation, dated as of November
                  11, 2003.

Exhibit 10g (xi)  Second Addendum to Change in       attached
                  Control Agreement between
                  Ronald M. Galla and Kaman
                  Corporation, dated as of
                  November 11, 2003.

Exhibit 10g (xii) Second Addendum to Change          attached
                  in Control Agreement between
                  Robert M. Garneau and Kaman
                  Corporation, dated as of
                  November 11, 2003.

Exhibit 10g (xiii)Second Addendum to Change in       attached
                  Control Agreement between T. Jack
                  Cahill and Kaman Industrial
                  Distribution Corporation, dated
                  as of November 11, 2003.

Exhibit 10g (xiv) Second Addendum to Change in       attached
                  Control Agreement between Joseph
                  H. Lubenstein and Kaman Aerospace
                  Corporation, dated as of November
                  11, 2003.

Exhibit 10g (xv)  Second Addendum to Change in       attached
                  Control Agreement between
                  Robert H. Saunders, Jr. and
                  Kaman Music Corporation, dated
                  as of November 11, 2003.
                             Page 50


Exhibit 10g (xvi) Employment Agreement between       attached
                  Russell H. Jones and Kaman
                  Corporation, dated as of February
                  17, 2004.

Exhibit 10g (xvii)Change in Control Agreement        attached
                  between Russell H. Jones and
                  Kaman Corporation, dated as of
                  November 11, 2003.

Exhibit 11        Statement regarding computation    attached
                  of per share earnings.

Exhibit 13        Portions of the Corporation's      attached
                  2003 Annual Report to
                  Shareholders as required by
                  Item 8.

Exhibit 14        Kaman Corporation Code of          attached
                  Business Conduct.

Exhibit 21        Subsidiaries.                      attached

Exhibit 23        Consent of Independent Auditors    attached

Exhibit 24        Power of attorney under which      attached
                  this report has been signed on
                  behalf of certain directors.

Exhibit 31.1      Certification of Chief Executive   attached
                  Officer Pursuant to Rule 13a-14
                  under the Securities and Exchange
                  Act of 1934.

Exhibit 31.2      Certification of Chief Financial   attached
                  Officer Pursuant to Rule 13a-14
                  under the  Securities and Exchange
                  Act of 1934.

Exhibit 32.1      Certification of Chief Executive   attached
                  Officer Pursuant to 18 U.S.C.
                  Section 1350, as adopted pursuant
                  to Section 906 of the Sarbanes-
                  Oxley Act of 2002.

Exhibit 32.2      Certification of Chief Financial   attached
                  Officer Pursuant to 18 U.S.C.
                  Section 1350, as adopted pursuant
                  to Section 906 of the Sarbanes-
                  Oxley Act of 2002.



                             Page 51

EX-3

   EXHIBIT 3b

                        KAMAN CORPORATION
                             BY-LAWS

                             ARTICLE I
                              Offices
                             ---------

1.  The principal office of this corporation shall be at such
place in the Town of Bloomfield in the State of Connecticut as
the Directors shall from time to time designate.  The corporation
may have such other offices within or without the State of
Connecticut as the Directors may from time to time determine.

                             ARTICLE II
                       Meeting of Stockholders
                       -----------------------

1.  PLACE OF MEETINGS.  All meetings of the stockholders shall be
held at the principal office or place of business of the
corporation, or at such place within or without the State of
Connecticut as from time to time may be designated by resolution
of the Board of Directors.

2.  ANNUAL MEETINGS.  The annual meetings of the stockholders
shall be held on such day, other than a legal holiday, in the
month of March or April of each year and at such time and place
as may be designated by the Board of Directors.  The purpose of
such meeting shall be the election of a Board of Directors by
ballot and the transaction of such other business as may properly
come before such meeting.  If the annual meeting of the
stockholders be not held as herein prescribed, the election of
directors may be held at any meeting thereafter called pursuant to
these by-laws or otherwise lawfully held.

3.  NOTICE OF ANNUAL MEETING.  A notice setting out the day, hour
and place of such annual meeting shall be mailed, postage
prepaid, to each stockholder of record at his address as the same
appears on the stock book of the corporation, or if no such
address appears, at his last known address, not less than seven
(7) days nor more than fifty (50) days before such annual meeting.
Such notice shall also state any proposed amendment or repeal of
the by-laws of the corporation and any other proposed matter other
than the election of directors which, under the Connecticut Stock
Corporation Law, expressly requires the vote of stockholders.

4.  ADJOURNMENT OF STOCKHOLDERS' MEETING.  If a quorum is not
present at any meeting of the stockholders, the stockholders
present, in person or by proxy, may adjourn such meeting to such
future time as shall be agreed upon by them, and notice of such
adjournment shall be given to the stockholders not present or

                             Page 1


represented at the meeting; but if a quorum be present, the
stockholders present may adjourn from day to day as they see fit,
and no notice of such adjournment need be given.

5.  SPECIAL MEETINGS.  Special Meetings of the stockholders may
be called at any time by the President or by resolution of the
Board of Directors.  A special meeting of the stockholders shall
be called by the President upon the request of any two (2)
directors or upon the written request of one (l) or more
stockholders holding in the aggregate at least one-tenth (1/10) of
the total number of shares entitled to vote at such meeting.  The
Secretary shall mail a notice of such meeting to each stockholder
of record not less than seven (7) days nor more than fifty (50)
days before such meeting, and such notice shall state the day,
hour and place of such meeting and the purpose thereof.

6.  WAIVER OF NOTICE.  Notice of any stockholders' meeting may be
waived in writing by all the stockholders, and if any stockholder
present at a stockholders' meeting does not protest the lack of
proper notice prior to or at the commencement of the meeting, he
shall be deemed to have waived notice of such meeting.

7.  SHAREHOLDERS' CONSENT.  Any resolution in writing approved
and signed by all the stockholders or their proxies or attorneys
shall have the same force and effect as if it were a vote passed
by all the stockholders at a meeting duly called and held for that
purpose.  In addition, actions taken at any meeting of
stockholders however called and with whatever notice given, if
any, shall be as valid as though taken at a meeting duly called
and held on notice, if:

     (l) All stockholders entitled to vote were present in person
or by proxy and no objection to holding the meeting was made by
any stockholder; or

     (2) A quorum was present, either in person or by proxy, and
no objection to holding the meeting was made by any stockholder
entitled to vote so present, and if, either before or after the
meeting, each of the persons entitled to vote not present in
person or by proxy signs a written waiver of notice, or a consent
to the holding of the meeting or an approval of the action.  The
Secretary shall record all such resolutions, waivers, consents
and approvals in the minute book of the corporation.

8.  QUORUM.  A majority of the stock issued and outstanding,
either in person or by proxy, shall constitute a quorum for the
transaction of business at any meeting of the stockholders;
except that if no quorum be present, a majority of the
stockholders present in person or by proxy may adjourn the meeting
to such time as they may determine.  Notice of any such
adjournment shall be given to the stockholders not present or
represented at such meeting.

                             Page 2


9.  PROXIES.  At all meetings of the stockholders any stockholder
entitled to vote may vote either in person or by proxy.  Such
proxy shall be in writing, but need not be sealed, witnessed or
acknowledged, and shall be filed with the Secretary before the
meeting or before being voted.

10.  NUMBER OF VOTES OF EACH STOCKHOLDER.  Each stockholder,
whether represented in person or by proxy, shall be entitled to
one (l) vote for each share of stock standing in his own name on
the books of this corporation on the record date.

11.  VOTING.  In the election of directors and in voting on any
question on which a vote by ballot is required by law or is
demanded by any stockholder, the voting shall be by ballot; on
all other questions it may be viva voce.

12.  RECORD DATE.  For the purpose of determining which
stockholders are entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, or which stockholders
are entitled to receive payment of any dividend or for any other
proper purpose, the Board of Directors, and in the absence of
their action the Secretary of the corporation or any other person
lawfully acting, shall set a record date which shall not be any
earlier than the date on which the Board of Directors, the
Secretary or such other authorized party acts to set such record
date, no more than seventy (70) nor less than ten (10) days
before the particular event requiring such determination of
stockholders is to occur.


                             ARTICLE III
                              Directors
                              ---------

1.  NUMBER, ELECTION AND TERM OF OFFICE.   The property, business
and affairs of the corporation shall be managed by a Board of
Directors composed of not less than three nor more than fifteen
directorships in number, which directorships need not be filled
by persons who are stockholders.  The actual number of
directorships shall be fixed by the incorporators and subscribers
at their first meeting, and thereafter as the Board of Directors
may determine.  The first Board of Directors shall be elected at
the organizational meeting of the corporation.  Thereafter the
directors shall be elected by ballot by the stockholders at their
annual meeting and shall hold office until the next annual
meeting and until their successors shall be chosen and qualified
in their stead.  (Amended Effective 4/18/94)

2.  VACANCIES.  Any vacancy in the Board of Directors by reason
of death, resignation or other cause may be filled for the
unexpired portion of the term by a concurring vote of a majority
of the remaining directors in office, or by action of the sole

                             Page 3


remaining director in office, though such remaining directors are
less than a quorum, though the number of directors at the meeting
to fill such vacancy are less than a quorum and though such
majority is less than a quorum.

3.  POWERS OF DIRECTORS.  The directors shall have the general
management and control of the property, business and affairs of
this corporation and shall exercise all the powers that may be
exercised or performed by this corporation under the statutes,
its Certificate of Incorporation, and these By-laws.

4.  PLACE OF MEETINGS.  The directors may hold their meetings at
such place or places within or without the State of Connecticut
as the Board may from time to time determine.

5.  REGULAR MEETINGS.  A meeting of the directors for the
election of officers and the transaction of any other business
that may come before such meeting shall be held without other
notice immediately following the organization meeting of the
corporation and each annual  meeting of the stockholders at the
place designated therefor.

6.  OTHER MEETINGS.  Other meetings of the directors may be held
whenever the President or a majority of the directors may deem it
advisable, notice thereof to be mailed or given orally to each
director at least two (2) days prior to such meeting.  (Amended
Effective 4/26/88).

7.  WAIVER OF NOTICE.  Notice of any directors' meeting may be
waived in writing by all the directors and, if any director
present at a directors' meeting does not protest prior to or at
the commencement of the meeting the lack of proper notice, he
shall be deemed to have waived notice of such meeting.

8.  DIRECTORS' CONSENT.  Any resolution in writing, approved and
signed by all the directors, shall have the same force and effect
as if the same were a vote passed by all the directors at a
meeting duly called and held for that purpose, and such
resolution shall be recorded by the Secretary in the minute book
of the corporation.

9.  QUORUM.  A majority of the directorships shall constitute a
quorum for the transaction of business at all meetings of the
Board of Directors, but any number less than a quorum may adjourn
such meeting to a specified date.  The act of a majority of the
directors present at a meeting at which a quorum is present at
the time of the act shall be the act of the Board of Directors.

10.  COMPENSATION OF DIRECTORS.  Directors as such shall not
receive any stated compensation or salary for their services but,
by resolution of the Board, a fixed sum and expenses of
attendance may be allowed for attendance at each regular or
special meeting
                             Page 4


of the Board, provided, however, that nothing herein contained
shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation
therefor.

11.  COMMITTEES.  The Board of Directors may, by resolution
adopted by the affirmative vote of directors holding a majority
of the directorships, create one or more committees, such as an
Executive Committee, comprising in each case two or more
directors, which committee or committees shall have and may
exercise all such authority of the Board of Directors as may be
delegated to it in such resolution or thereafter by similar
resolution.

12.  DIRECTOR EMERITUS.  The Board of Directors may, from time to
time, appoint any former director of the corporation who shall
have retired from the board for reasons of age, health or similar
reasons, as Director Emeritus of the corporation.  A Director
Emeritus shall be entitled to attend such meetings of the
directors and be compensated therefor as the board may determine.

13.  VICE CHAIRMAN.  The Board of Directors may, from time to
time, appoint a Vice Chairman of the Board of Directors from
among the then serving members of the board who, in the absence or
incapacity of the Chairman, shall have the powers and
responsibilities of the Chairman with respect to meetings of the
Board of Directors and of the Shareholders and shall also assist
the Chairman with respect to meetings of the Board of Directors
and of the Shareholders as the Chairman may request.  The
position of Vice Chairman shall not be a corporate office or carry
with it any of the powers or responsibilities of any corporate
office of the corporation, however, the same individual may
simultaneously serve as Vice Chairman and as a corporate officer
of the corporation.  The Vice Chairman shall serve for a term of
one year and until his successor is duly appointed and qualified
but  may be removed by the Board of Directors at any time with or
without cause and with or without notice or hearing.  The Vice
Chairman may be compensated for his services as such as the board
may determine. (Added Effective February 9, 1999)

14.  MANDATORY RETIREMENT AGE.  The mandatory retirement age for
a director shall be age seventy (70); provided that directors
serving on November 14, 2000 shall be eligible to serve until age
seventy-five (75); and provided further that, Mr. Charles H.
Kaman shall not be subject to any age limit (Added effective
November 14, 2000).

15.  CHAIRMAN EMERITUS.  The Board of Directors has created the
honorary position of Chairman Emeritus of the corporation and has
designated Charles H. Kaman the Chairman Emeritus of the Board of



                             Page 5


Directors of the corporation in appreciation of his service as
Chairman of the Board of Directors from the inception of the
corporation in 1945 to the date of his retirement from the Board
of Directors in 2001.  Mr. Kaman's appointment as Chairman
Emeritus shall endure for the duration of his life during which
he shall have the right to attend and observe all meetings of the
Board of Directors.  (Adopted February 17, 2004)



                             ARTICLE IV
             (Amended in its entirety effective 4/24/90)
                              Officers
                              --------

1.  The directors shall elect a Chairman, a President, one or
more Vice Presidents, a Treasurer and a Secretary, and may from
time to time appoint such other officers as they, the directors,
deem expedient.  Any two or more offices may be held by the same
person except the offices of President and Secretary.  The duties
of officers of the corporation shall be such as are prescribed by
these By-laws and as may be prescribed by the directors.

2.  CHAIRMAN.  The Chairman shall preside at all meetings of the
directors and of the stockholders and unless the directors
otherwise determine, he shall be the chief executive officer of
the corporation.  As Chief Executive Officer, he shall have
general control and management of the corporation's business and
affairs, subject to the direction of the Board of Directors.  He
shall consult with and advise the President concerning the
operations of the corporation.  The Chairman shall perform such
additional duties as may be assigned to him from time to time by
the Board of Directors.

3.  PRESIDENT.  The President shall perform all duties incident
to the office of President and shall have full authority and
responsibility for the operation of the business of the
corporation, subject to the direction of the Board of Directors
and the Chief Executive Officer.  In the event of the absence or
disability of the Chairman, the President shall perform the
duties and have the power of the Chairman.  The President shall
perform such additional duties as may be assigned to him from time
to time by the Board of Directors or the Chief Executive Officer.

4.  VICE PRESIDENT.  Any Vice President shall have the powers
and perform such duties as may be assigned to him by the Board of
Directors or the Chief Executive Officer.

5.  SECRETARY.  The Secretary shall keep a record of the minutes
of the proceedings of all meetings of stockholders and directors
and shall issue all notices required by law or by these By-laws,
and he shall discharge all other duties required of such officer

                             Page 6


by law or designated from time to time by the Board of Directors
or by the Chief Executive Officer or as are incident to the
office of Secretary.  He shall have the custody of the seal of
this corporation and all books, records and papers of this
corporation, except such as shall be in the charge of the
Treasurer or of some other person authorized to have custody and
possession thereof by a resolution of the Board of Directors.

6.  TREASURER.  The Treasurer shall have charge and custody of
and be responsible for all funds and securities of the
corporation, keep full and accurate accounts of receipts and
disbursements and books belonging to the corporation, deposit all
moneys and valuable effects in the name and to the credit of the
corporation in depositories designated by the Board of Directors,
and, in general, perform such other duties as may from time to
time be assigned to him by the Board of Directors or by the Chief
Executive Officer or as are incident to the office of Treasurer.

7.  TERM OF OFFICE.  Each of such officers shall serve for the
term of one year and until his successor is duly appointed and
qualified, but any officer may be removed by the Board of
Directors at any time with or without cause and with or without
notice of hearing.  Vacancies among the officers by reason of
death, resignation or other causes shall be filled by the Board
of Directors.

8.  COMPENSATION.  The compensation of all officers shall be
fixed by the Board of Directors, and may be changed from time to
time by a majority vote of the board.


                             ARTICLE V
                    Issue and Transfer of Stock
                    ---------------------------

1.  CERTIFICATES.  Certificates of stock shall be in form
authorized or adopted by the Board of Directors and shall be
consecutively numbered, provided that each certificate shall set
forth upon its face as at the time of issue: the name of this
corporation, a statement that this corporation is organized under
the laws of the State of Connecticut, the name of the person to
whom issued, the number of shares represented thereby and the par
value of each such share; and provided that each certificate
shall be signed by the President or a Vice President and by the
Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer, and shall be sealed with the seal of this
corporation.

2.  TRANSFER.  The stock of the corporation shall be transferred
only upon the books of the corporation either by the stockholder
in person, or by power of attorney executed by him for that
purpose, upon the surrender for cancellation of the old stock

                             Page 7


certificate.  Prior to due presentment for registration of
transfer of a security, the corporation shall treat the
registered owner of a security as the person exclusively entitled
to vote, receive notifications and dividends, and otherwise to
exercise all the rights and powers of the shares represented by
such security.

The form of transfer shall be as follows:

     For value received __________________ hereby sell, assign
and transfer unto ____________  ______shares of the capital stock
represented by the within certificate and do hereby irrevocably
constitute and appoint _______________to transfer the said stock
on the books of the within named corporation with full power of
substitution in the premises.

Dated _________________________, 19_____.

In the presence of:______________________________________________

New certificates shall thereupon be issued to the purchaser or
assignee.


                             ARTICLE VI
                                Seal
                                ----

1.  The seal of this corporation shall have inscribed thereon the
name of this corporation, the word "Seal" and the word
"Connecticut", and shall be in the custody of the Secretary.


                             ARTICLE VII
                             Fiscal Year
                             -----------

1.  The fiscal year of the corporation shall commence on January
1.


                            ARTICLE VIII
                             Amendments
                             ----------

1.  The by-laws of the corporation may be adopted, amended or
repealed at any validly called and convened meeting of the Board
of Directors by the affirmative vote of Directors holding a
majority of the number of directorships at the time or by the
unanimous written consent of the Board of Directors as provided
in Article III, Section 8 of these by-laws.  Any notice of a


                             Page 8


meeting of the Board of Directors at which by-laws are to be
adopted, amended or repealed shall include notice of such proposed
action. (Amended Effective 4/18/94).

                                                February 17, 2004















































                             Page 9

EX-10

Exhibit 10a


                        KAMAN CORPORATION
                    2003 STOCK INCENTIVE PLAN
                    -------------------------

                    Effective November 1, 2003

              (As Amended through February 17, 2004)

1.  Purpose.  This Plan is designed to (a) give directors,
officers and key employees of the Corporation and other persons an
expanded opportunity to acquire stock in the Corporation or
receive other long-term incentive remuneration in order that they
may better participate in the Corporation's growth and be
motivated to remain with the Corporation and promote its further
development and success and (b) better align total compensation of
executives of the Corporation with shareholder interests through
Long-Term Performance Awards subject to specific performance
criteria.  The Plan includes the continuation of certain
predecessor plans.

2.  Definitions.  The following terms shall have the meanings
given below unless the context otherwise requires:

  (a) "Act" means the Securities Exchange Act of 1934, as amended.

  (b) "Award" or "Awards" except where referring to a particular
category of grant under the Plan shall include Incentive Stock
Options, Non-Statutory Stock Options, Stock Appreciation Rights,
Restricted Stock Awards and Long-Term Performance Awards.

  (c) "Beneficial Owner" is defined in Section 15(h)(iii)(A).

  (d) "Board" means the Board of Directors of the Corporation or a
Subsidiary as the context may require.

  (e) "Cause" is defined in Section 15(i)(iii).
  (f) "Change in Control" is defined in Section 15(h)(iii).

  (g) "Code" means the Internal Revenue Code of 1986, as amended
from time to time, and any successor Code, and related rules,
regulations and interpretations.

  (h) "Committee" means the committee of the Board established
under Section 10 hereof.

  (i) "Corporation" means Kaman Corporation.




                             Page 1


  (j) "Covered Employee" means a Participant whom the Committee
designates, for each Performance Period, in order to meet the
Section 162(m) Exemption.

  (k) "Disability" or "Disabled" means disability or disabled as
defined by Code Section 22(e)(3).

  (l) "Effective Date" is defined in Section 4.

  (m) "Eligible Person" means any person, including a person who
is not an employee of the Corporation or a Subsidiary, or entity
who satisfies all the eligibility requirements set forth in either
Section 3(a) or 3(b) hereof, excluding, however, any member of the
Committee and any alternate member of the Committee.

  (n) "Fair Market Value" of the Stock on any given date shall be
the mean between the highest and lowest quoted selling prices of
the Stock in the NASDAQ National Market System on such date. If
there were no sales on the valuation date, "Fair Market Value"
shall be the closing price of the Stock in the NASDAQ National
Market System on the most recent trading day preceding the
valuation date on which sales of the Stock occurred.

  (o) "Federal Income Tax Regulations" means the federal income
tax regulations that implement the Code, as they may be amended
from time to time and any corresponding successor regulations.
  (p) "Good Reason" is defined in Section 15(i)(iv).

  (q) "Incentive Stock Option" means a stock option qualifying
under the provisions of Section 422 of the Code.

  (r) "Long-Term Performance Award" means an award under Section
9(a) below.  A Long-Term Performance Award shall permit the
recipient to receive a bonus payable in cash, stock or a
combination of cash and stock (as determined by the Committee)
upon satisfaction of such performance factors as are set out in
the recipient's individual grant.  Long-Term Performance Awards
will be based upon the achievement of Corporation, Subsidiary
and/or individual performance factors or upon such other criteria
as the Committee may deem appropriate.

  (s) "Merger" means a merger, share exchange, consolidation or
similar business combination under applicable law.

  (t) "Non-Employee Director" means an individual who is (i) an
"outside director," as described in Federal Income Tax Regulations
Section 1.162-27(e)(3), and (ii) an "independent director" under
the listing standards of the Nasdaq Stock Market, Inc. and also
meets the requirements of Rule 16b-3(b)(3)(i) promulgated under
the Act, and any successor to such rule.



                             Page 2


  (u) "Non-Employee Director Participant" means an Eligible
Person, who at the time of grant of an Award is a director of the
Corporation but not an employee of the Corporation or a
Subsidiary.

  (v) "Non-Statutory Option" means a stock option not qualifying
for incentive stock option treatment under the provisions of
Section 422 of the Code.

  (w) "Optionee" means the holder of any option granted under the
Plan.

  (x) "Participant" means the holder of any Award granted under
the Plan.

  (y) "Performance Period" is defined in Section 9(a).

  (z) "Person" is defined in Section 15(h)(iv).

  (aa) "Plan" means the Kaman Corporation 2003 Stock Incentive
Plan.

  (bb) "Predecessor Plan" means any of the Corporation's 1973
Stock Incentive Plan, 1983 Stock Incentive Plan and 1993 Stock
Incentive Plan.

  (cc) "Principal Shareholder" means any individual owning stock
possessing more than ten percent (10%) of the total combined
voting power of all classes of capital stock of the Corporation or
of any Subsidiary.

  (dd) "Qualified Performance-Based Award" means (i) a Long-Term
Performance Award or Restricted Stock Award that is intended to
qualify for the Section 162(m) Exemption and is made subject to
objective performance goals based on Qualified Performance
Criteria as set forth in Section 15(c), or (ii) an Option or SAR
having an exercise price equal to or greater than the Fair Market
Value of the underlying Stock as of the date it is granted.

  (ee) "Qualified Performance Criteria" means one or more of the
performance criteria listed in Section 15(c) upon which
performance goals for certain Qualified Performance-Based Awards
may be established by the Committee and which meet the
requirements for the Section 162(m) Exemption.

  (ff) "Restricted Stock" means Stock received pursuant to a
Restricted Stock Award.

  (gg) "Restricted Stock Award" is defined in Section 8(a).

  (hh) "Retirement" is defined in Section 6(g)(iv).


                             Page 3


  (ii) "Section 162(m) Exemption" means the exemption from the
limitation on deductibility imposed by Section 162(m) of the Code
that is set forth in Section 162(m)(4)(C) of the Code.

  (jj) "Stock" or "shares" means shares of Class A Common Stock of
the Corporation.

  (kk) "Stock Appreciation Right" or "Right" means a right
described in Section 7.

  (ll) "Subsidiary" means any corporation within the meaning of
Section 424(f) of the Code.

3.  Eligibility.

  (a) Incentive Stock Options.  Incentive Stock Options may be
granted to any Eligible Persons who are full-time, salaried
employees of the Corporation or a Subsidiary and who in the sole
opinion of the Committee are, from time to time, responsible for
the management and/or growth of all or part of the business of the
Corporation.

  (b) Awards Other than Incentive Stock Options.  Awards, other
than Incentive Stock Options, may be granted to any Eligible
Persons who in the sole opinion of the Committee are, from time to
time, responsible for the growth and/or the management of all or a
part of the business of the Corporation or Subsidiary.

  (c) Substitute Awards.  The Committee, in its discretion, may
also grant Awards in substitution for any stock incentive awards
previously granted by companies acquired by the Corporation or one
of its Subsidiaries.  Such substitute awards may be granted on
such terms and conditions as the Committee deems appropriate in
the circumstances, provided, however, that substitute Incentive
Stock Options shall be granted only in accordance with the Code.

4.  Term of Plan.  The Plan is effective on November 1, 2003 (the
"Effective Date") and shall continue to be effective for ten (10)
years thereafter, expiring on October 31, 2013.

5.  Stock Subject to the Plan.  The aggregate number of shares of
Stock which may be issued pursuant to all Awards granted under the
Plan shall not exceed 2,000,000 shares of Stock, subject to
adjustment as hereinafter provided in Section 11, which shall be
in addition to all shares of Stock issued or reserved for issuance
pursuant to Awards granted under any Predecessor Plan, and which
may be treasury shares or authorized but unissued shares.  In the
event that any Award under the Plan or any Predecessor Plan for
any reason expires, is terminated, forfeited, reacquired by the
Corporation, or satisfied without the issuance of Stock (except in



                             Page 4


the cases of (i) Stock otherwise issuable under an Award but
retained by the Corporation for payment of withholding taxes under
Section 15(b) hereof; (ii) Stock otherwise issuable under a stock
option but for which the Corporation has made a discretionary
payment under Section 7(d) hereof and (iii) Stock underlying any
Incentive Stock Option, Non-Statutory Option, or Stock
Appreciation Right that is cancelled in connection with a
repricing of the exercise price thereunder) the shares allocable
to the unexercised portion of such Award may again be made subject
to an Award under the Plan.  Any award of a Stock Appreciation
Right, to the extent that such Stock Appreciation Right may be
settled only for cash, shall not be deemed to reduce the aggregate
number of shares of Stock authorized to be issued pursuant to
Awards granted under the Plan.

6.  Stock Options.  The following terms and conditions shall apply
to each option granted under the Plan and shall be set forth in a
stock option agreement between the Corporation and the Optionee
together with such other term and conditions not inconsistent
herewith as the Committee may deem appropriate in the case of each
Optionee:

  (a) Option Price.  The purchase price under each Incentive Stock
Option shall be as determined by the Committee but not less than
100% of the Fair Market Value of the shares subject to such option
on the date of grant, provided that such option price shall not be
less than 110% of such Fair Market Value in the case of any
Incentive Stock Option granted to a Principal Shareholder.  The
purchase price per share of Stock deliverable upon the exercise of
a Non-Statutory Option shall be determined by the Committee, but
shall not be less than 85% of the Fair Market Value of such Stock
on the date of grant and in no event less than the par value per
share of such Stock.

  (b) Type of Option.  All options granted under the Plan shall be
either Incentive Stock Options or Non-Statutory Options.  All
provisions of the Plan applicable to Incentive Stock Options shall
be interpreted in a manner consistent with the provisions of, and
regulations under, Section 422 of the Code.

  (c) Period of Incentive Stock Option.  Each Incentive Stock
Option shall have a term not in excess of ten (10) years from the
date on which it is granted, except in the case of any Incentive
Stock Option granted to a Principal Shareholder which shall have a
term not in excess of five (5) years from the date on which it is
granted; provided that any Incentive Stock Option granted or the
unexercised portion thereof, to the extent exercisable at the time
of termination of employment, shall terminate at the close of
business on the day three (3) months following the date on which
the Optionee ceases to be employed by the Corporation or a



                             Page 5


Subsidiary unless sooner expired or unless a longer period is
provided under subsection (g) of this Section in the event of the
death or Disability of such an Optionee.

  (d) Period of Non-Statutory Option.  Each Non-Statutory Option
granted under the Plan shall have a term not in excess of ten (10)
years and one (1) day from the date on which it is granted;
provided that any Non-Statutory Option granted to an employee of
the Corporation or a Subsidiary or to a Non-Employee Director
Participant, or the unexercised portion thereof shall terminate
not later than the close of business on the day three (3) months
following the date on which such employee ceases to be employed by
the Corporation or a Subsidiary or the date on which such Non-
Employee Director ceases to be a director of the Corporation, as
the case may be, unless a longer period is provided under
subsection (g) of this Section in the event of the death,
Disability or Retirement of such employee or the death or
Disability of such Non-Employee Director.  Such an Optionee's Non-
Statutory Option shall be exercisable, if at all, during such
three (3) month period only to the extent exercisable on the date
such Optionee's employment terminates or the date on which such
Optionee ceases to be a director, as the case may be.

  (e) Exercise of Option.

     (i) Each option granted under the Plan shall become
exercisable on such date or dates and in such amount or amounts as
the Committee shall determine.  In the absence of any other
provision by the Committee, each option granted under the Plan
shall be exercisable with respect to not more than twenty percent
(20%) of such shares subject thereto after the expiration of one
(1) year following the date of its grant, and shall be exercisable
as to an additional twenty percent (20%) of such shares after the
expiration of each of the succeeding four (4) years, on a
cumulative basis, so that such option, or any unexercised portion
thereof, shall be fully exercisable after a period of five (5)
years following the date of its grant; provided, however, that in
the absence of any other provision by the Committee, each
Incentive Stock Option granted to a Principal Shareholder shall be
exercisable with respect to not more than twenty-five percent
(25%) of the shares subject thereto after the expiration of one
(1) year following the date of its grant, and shall be exercisable
as to an additional twenty-five percent (25%) after the expiration
of each of the succeeding three (3) years, on a cumulative basis,
so that such option, or any unexercised portion thereof, shall be
fully exercisable after a period of four (4) years following the
date of its grant.






                             Page 6


     (ii) The Committee, in its sole discretion, may, from time to
time and at any time, accelerate the vesting provisions of any
outstanding option, subject, in the case of Incentive Stock
Options, to the provisions of Section (6)(i) relating to "Limit on
Incentive Options".

     (iii) Notwithstanding anything herein to the contrary, except
as provided in subsection (g) of this Section, no Optionee who
was, at the time of the grant of an option, an employee of the
Corporation or a Subsidiary, may exercise such option or any part
thereof unless at the time of such exercise he or she shall be
employed by the Corporation or a Subsidiary and shall have been so
employed continuously since the date of grant of such option,
excepting leaves of absence approved by the Committee; provided
that the option agreement may provide that such an Optionee may
exercise his or her option, to the extent exercisable on the date
of termination of such continuous employment, during the three (3)
month period, ending at the close of business on the day three (3)
months following the termination of such continuous employment
unless such option shall have already expired by its term.

     (iv) An option shall be exercised in accordance with the
related stock option agreement by serving written notice of
exercise on the Corporation accompanied by full payment of the
purchase price in cash.  As determined by the Committee, in its
discretion, at (or, in the case of Non-Statutory Options, at or
after) the time of grant, payment in full or in part may also be
made by delivery of (i) irrevocable instructions to a broker to
deliver promptly to the Corporation the amount of sale or loan
proceeds to pay the exercise price, or (ii) previously owned
shares of Stock not then subject to restrictions under any
Corporation plan (but which may include shares the disposition of
which constitutes a disqualifying disposition for purposes of
obtaining incentive stock option treatment for federal tax
purposes), or (iii) shares of Stock otherwise receivable upon the
exercise of such option; provided, however, that in the event the
Committee shall determine in any given instance that the exercise
of such option by withholding shares otherwise receivable would be
unlawful, unduly burdensome or otherwise inappropriate, the
Committee may require that such exercise be accomplished in
another acceptable manner.  For purposes of this subsection (iv),
such surrendered shares shall be valued at the closing price of
the Stock in the NASDAQ National Market System on the most recent
trading day preceding the date of exercise on which sales of the
Stock occurred.

  (f) Transferability.  No option granted under the Plan shall
be transferable by the Optionee otherwise than by will or by the
laws of descent and distribution, and such option shall be
exercisable, during the Optionee's lifetime, only by the Optionee.



                             Page 7


  (g) Death, Disability or Retirement of Optionee.

     (i) With respect to Incentive Stock Options, in the event of
the death or Disability of an Optionee while in the employ of the
Corporation or a Subsidiary or while serving as a director of the
Corporation, such Optionee's Incentive Stock Option, or the
unexercised portion thereof, may be exercised within the period of
one (1) year succeeding such Optionee's death or Disability, but
in no event later than ten (10) years (five (5) years in the case
of a Principal Shareholder) from the date the Incentive Stock
Option was granted.

     (ii) With respect to Non-Statutory Options, in the event
of the death, Disability or Retirement of an Optionee while in the
employ of the Corporation or a Subsidiary or in the event of death
or Disability of an Optionee while serving as a Director of the
Corporation, such Optionee's Non-Statutory Option, or the
unexercised portion thereof, may be exercised within the period of
five (5) years succeeding such Optionee's death, Disability or
Retirement, but in no event later than ten (10) years and one (1)
day from the date the Non-Statutory Option was granted, by the
person or persons designated in the Optionee's will for that
purpose or in the absence of any such designation, by the legal
representative of the Optionee's estate, or by the Optionee or the
Optionee's legal representative, as the case may be.

     (iii) Notwithstanding anything herein to the contrary and in
the absence of any contrary provision by the Committee, during any
period following termination of employment by reason of death,
Disability or Retirement, or cessation as a director by reason of
death or Disability, during which an Optionee's Stock Option may
be exercisable as provided in either subsection (i) or (ii) above,
such Stock Option shall continue to vest in accordance with its
terms and be and become exercisable as if employment or service as
a director had not ceased.

     (iv) As used in this Agreement, the term "Retirement" shall
mean retirement in accordance with the terms of the Corporation's
tax-qualified Employees' Pension Plan.

  (h) Shareholder Rights.  No Optionee shall be entitled to any
rights as a shareholder with respect to any shares subject to his
or her option prior to the date of issuance to him or her of a
stock certificate representing such shares.

  (i) Limit on Incentive Stock Options.  The aggregate Fair Market
Value (determined at the time an option is granted) of shares with
respect to which Incentive Stock Options granted to an employee
are exercisable for the first time by such employee during any
calendar year (under all incentive stock option plans of the
Corporation and its Subsidiaries to the extent required under the
Code) shall not exceed $100,000.

                             Page 8


  (j) Notification of Disqualifying Disposition.  Participants
granted Incentive Stock Options shall undertake, in the Incentive
Stock Option agreements, as a precondition to the granting of such
option by the Corporation, to promptly notify the Corporation in
the event of a disqualifying disposition (within the meaning of
the Code) of any shares acquired pursuant to such Incentive Stock
Option agreement and provide the Corporation with all relevant
information related thereto.

7.  Stock Appreciation Rights; Discretionary Payments.

  (a) Nature of Stock Appreciation Right.  A Stock Appreciation
Right is an Award entitling the Participant to receive an amount
in cash or shares of Stock (or forms of payment permitted under
Section 7(d) hereof) or a combination thereof, as determined by
the Committee at the time of grant, having a value equal to (or if
the Committee shall so determine at time of grant, less than) the
excess of the closing price of the Stock on the NASDAQ National
Market System on the most recent trading day preceding the date of
exercise on which sales of the Stock occurred over the Fair Market
Value of a share of Stock on the date of grant (or over the option
exercise price, if the Stock Appreciation Right was granted in
tandem with a stock option) multiplied by the number of shares
with respect to which the Stock Appreciation Right shall have been
exercised.

  (b) Grant and Exercise of Stock Appreciation Rights.

     (i) Stock Appreciation Rights may be granted in tandem with,
or independently of, any stock option granted under the Plan.  In
the case of a Stock Appreciation Right granted in tandem with a
Non-Statutory Option, such Right may be granted either at or after
the time of grant of such option.  In the case of a Stock
Appreciation Right granted in tandem with an Incentive Stock
Option such Right may be granted only at the time of the grant of
such option.  A Stock Appreciation Right or applicable portion
thereof granted in tandem with a given stock option shall
terminate and no longer be exercisable upon the termination or
exercise of the related stock option, except that a Stock
Appreciation Right granted with respect to less than the full
number of shares covered by a related stock option shall not be
reduced until the exercise or termination of the related stock
option exceeds the number of shares not covered by the Stock
Appreciation Right.

     (ii) Each Stock Appreciation Right granted under the Plan
shall become exercisable on such date or dates and in such amount
or amounts as the Committee shall determine; provided, however,
that any Stock Appreciation Right granted in tandem with a stock
option shall be exercisable in relative proportion to and to the



                             Page 9


extent that such related stock option is exercisable; provided
further, however, that, notwithstanding anything herein to the
contrary, any Stock Appreciation Right granted in tandem with a
Non-Statutory Option which has a purchase price at the date of
grant of less than Fair Market Value shall not be exercisable at
all until at least one (1) year after the date of grant of such
option.  Except as provided in the immediately preceding sentence,
in the absence of any other provision by the Committee, each Stock
Appreciation Right granted under the Plan shall be exercisable
with respect to not more than twenty percent (20%) of such shares
subject thereto after the expiration of one (1) year following the
date of its grant, and shall be exercisable as to an additional
twenty percent (20%) of such shares after the expiration of each
of the succeeding four (4) years, on a cumulative basis, so that
such Right, or any unexercised portion thereof, shall be fully
exercisable after a period of five (5) years following the date of
its grant.  The Committee, in its sole discretion, may, from time
to time and at any time, accelerate the vesting provisions of any
outstanding Stock Appreciation Right.

     (iii) Notwithstanding anything herein to the contrary, except
as provided in subsections (c)(v) and (c)(vi) of this Section, no
Participant who was, at the time of the grant of a Stock
Appreciation Right, an employee of the Corporation or a
Subsidiary, may exercise such Right or any part thereof unless at
the time of such exercise, he or she shall be employed by the
Corporation or a Subsidiary and shall have been so employed
continuously since the date of grant of such Right, excepting
leaves of absence approved by the Committee; provided that the
Stock Appreciation Right agreement may provide that such a
Participant may exercise his or her Stock Appreciation Right, to
the extent exercisable on the date of termination of such
continuous employment, during the three (3) month period ending at
the close of business on the day three (3) months following the
termination of such continuous employment, unless such Right shall
have already expired by its terms.

     (iv) Notwithstanding anything herein to the contrary, except
as provided in subsections (c)(v) and (c)(vi) of this Section, no
Non-Employee Director Participant may exercise a Stock
Appreciation Right or part thereof unless at the time of such
exercise he or she shall be a director of the Corporation and
shall have been a director of the Corporation continuously since
the date of grant of such Right excepting leaves of absence
approved by the Committee; provided that the Stock Appreciation
Right agreement may provide that such Participant may exercise his
or her Stock Appreciation Right, to the extent exercisable on the
date he or she ceased to be a director of the Corporation, during
the three (3) month period ending at the close of business on the
day three (3) months following the cessation of such continuous
service as a director unless such Right shall already have expired
by its terms.

                             Page 10


     (v) A Stock Appreciation Right shall be exercised in
accordance with the related Stock Appreciation Right Agreement by
serving written notice of exercise on the Corporation.

  (c) Terms and Conditions of Stock Appreciation Rights.  Stock
Appreciation Rights shall be subject to such terms and conditions
as shall be determined from time to time by the Committee, subject
to the following:

     (i) Stock Appreciation Rights granted in tandem with stock
options shall be exercisable only at such time or times and to the
extent that the related stock options shall be exercisable;

     (ii) Upon the exercise of a Stock Appreciation Right, the
applicable portion of any related stock option shall be
surrendered.

     (iii) Stock Appreciation Rights granted in tandem with a
stock option shall be transferable only with such option.  Stock
Appreciation Rights shall not be transferable otherwise than by
will or the laws of descent and distribution.  All Stock
Appreciation Rights shall be exercisable during the Participant's
lifetime only by the Participant or the Participant's legal
representative.

     (iv) A Stock Appreciation Right granted in tandem with a
stock option may be exercised only when the then Fair Market Value
of the Stock subject to the stock option exceeds the exercise
price of such option.  A Stock Appreciation Right not granted in
tandem with a stock option may be exercised only when the then
Fair Market Value of the Stock exceeds the Fair Market Value of
the Stock on the date of grant of such Right.

     (v) Each Stock Appreciation Right shall have a term not in
excess of ten (10) years from the date on which it is granted (ten
(10) years and one (1) day in the case of a Stock Appreciation
Right granted in tandem with a Non-Statutory Option); provided
that any Stock Appreciation Right granted to (aa) an employee of
the Corporation or a Subsidiary shall terminate not later than the
close of business on the day three (3) months following the date
such Participant ceases to be employed by the Corporation or a
Subsidiary, except as provided in subsection (c)(vi) of this
Section and excepting leaves of absences approved by the
Committee, and (bb) a Non-Employee Director Participant shall
terminate not later than the close of business on the day three
(3) months following the date such Participant ceases to be a
director of the Corporation, except as provided in subsection
(c)(vi) of this Section.  Such a Participant's Stock Appreciation
Right shall be exercisable, if at all, during such three (3) month
period only to the extent exercisable on the date his or her
employment terminates or the date he or she ceases to be a
director, as the case may be.

                             Page 11


     (vi) In the event of the death, Disability or Retirement of a
Participant while in the employ of the Corporation or a Subsidiary
or in the event of the death or Disability of a Participant while
serving as a director of the Corporation, his or her Stock
Appreciation Right or the unexercised portion thereof may be
exercised within the period of five (5) years succeeding his or
her death, Disability or Retirement, but in no event later than
(i) ten (10) years from the date on which it was granted ten (10)
years and one (1) day in the case of a Stock Appreciation Right
granted in tandem with a Non-Statutory Option), by the person or
persons designated in the Participant's will for that purpose or
in the absence of any such designation, by the legal
representative of his or her estate, or by the Participant or the
legal representative of the Participant, as the case may be.
Notwithstanding anything herein to the contrary and in the absence
of any contrary provision by the Committee, during the five-year
period following termination of employment by reason of death,
Disability or Retirement, or cessation as a director by reason of
death or Disability, a Participant's Stock Appreciation Right
shall continue to vest in accordance with its terms and be and
become exercisable as if employment or service as a director had
not ceased.

  (d) Discretionary Payments.  Upon the written request of an
Optionee whose stock option is not accompanied by a Stock
Appreciation Right, the Committee may, in its discretion, cancel
such option if the Fair Market Value of the shares subject to the
option at the exercise date exceeds the exercise price thereof; in
that event, the Corporation shall pay to the Optionee an amount
equal to the difference between the Fair Market Value of the
shares subject to the cancelled option (determined as of the date
the option is cancelled) and the exercise price.  Such payment
shall be by check or in Stock having a Fair Market Value
(determined on the date the payment is to be made) equal to the
amount of such payments or any combination thereof, as determined
by the Committee.

8.  Restricted Stock.
  (a) Nature of Restricted Stock Award.  A Restricted Stock Award
is an Award entitling the Participant to receive shares of Stock,
subject to such conditions, including a Corporation right during a
specified period or periods to require forfeiture of such shares
upon the Participant's termination of employment with the
Corporation or a Subsidiary or cessation as a director of the
Corporation, as the case may be, as the Committee may determine at
the time of grant.  The Committee, in its sole discretion, may,
from time to time and at any time, waive any or all restrictions
and/or conditions contained in the Restricted Stock Award
agreement.  Notwithstanding anything herein to the contrary, the
Committee, in its discretion, may grant Restricted Stock without
any restrictions or conditions whatsoever.  Restricted Stock shall
be granted in respect of past services or other valid
consideration.
                             Page 12


  (b) Award Agreement.  A Participant who is granted a Restricted
Stock Award shall have no rights with respect to such Award unless
the Participant shall have accepted the Award within 60 days (or
such shorter date as the Committee may specify) following the
Award date by executing and delivering to the Corporation a
Restricted Stock Award Agreement in such form as the Committee
shall determine.

  (c) Rights as a Shareholder.  Upon complying with paragraph (b)
above, a Participant shall have all the rights of a shareholder
with respect to the Restricted Stock including voting and dividend
rights, subject to nontransferability and Corporation forfeiture
rights described in this Section 8 and subject to any other
conditions contained in the Award agreement.  Unless the Committee
shall otherwise determine, certificates evidencing shares of
Restricted Stock shall remain in the possession of the Corporation
until such shares are free of any restrictions under the Plan.
The Committee in its discretion may, as a precondition of the
Corporation's obligation to issue a Restricted Stock Award,
require the Participant to execute a stock power or powers or
other agreement or instruments necessary or advisable in
connection with the Corporation's forfeiture rights with respect
to such shares.

  (d) Restrictions.  Shares of Restricted Stock may not be sold,
assigned, transferred or otherwise disposed of or pledged or
otherwise encumbered.  In the event of termination of employment
of the Participant with the Corporation or a Subsidiary for any
reason, or cessation as a director of the Corporation in the case
of a Non-Employee Director Participant, such shares shall be
forfeited to the Corporation, except as set forth below:

     (i) The Committee at the time of grant shall specify the date
or dates (which may depend upon or be related to the attainment of
performance goals and other conditions) on which the
nontransferability of the Restricted Stock and the Corporation's
forfeiture rights with respect thereto shall lapse.  The Committee
at any time may accelerate such date or dates and otherwise waive
or, subject to Section 13, amend any conditions of the Award.

     (ii) Except as may otherwise be provided in the Award
agreement, in the event of termination of a Participant with the
Corporation or a Subsidiary for any reason or cessation as a
director of the Corporation for any reason, all of the
Participant's Restricted Stock shall be forfeited to the
Corporation without the necessity of any further act by the
Corporation, the Participant or the Participant's legal
representative; provided, however, that in the event of
termination of employment or cessation of service as a director of
the Corporation by reason of death or Disability, all conditions
and restrictions relating to a Restricted Stock Award held by such
a Participant shall thereupon be waived and shall lapse.

                             Page 13


     (iii) In the absence of any other provision by the Committee,
each Restricted Stock Award granted to (A) an employee of the
Corporation or a Subsidiary shall be subject to forfeiture to the
Corporation conditioned on the Participant's continued employment
and (B) Non-Employee Director Participants shall be subject to
forfeiture to the Corporation conditioned on the Participant's
continued service as a director of the Corporation, and in the
case of clause (A) or (B), such forfeiture rights shall lapse as
follows:  with respect to twenty percent (20%) of the shares
subject to the Restricted Stock Award on the date one year
following the date of grant, and with respect to an additional
twenty percent (20%) of such shares after the expiration of each
of the succeeding four (4) years thereafter, on a cumulative
basis, so that such Restricted Stock shall be free of such risk of
forfeiture on the date five (5) years following the date of its
grant.

  (e) Performance-Based Award.  In the discretion of the
Committee, the Corporation's forfeiture rights with respect to
Restricted Stock award to a Covered Employee may be based upon
Qualified Performance Criteria and the Restricted Stock Award may
be designated as a Qualified Performance-Based Award.

  (f) Waiver, Deferral, and Investment of Dividends.  The
Restricted Stock Award agreement may require or permit the
immediate payment, waiver, deferral or investment of dividends
paid with respect to the Restricted Stock.

9.  Long-Term Performance Awards.

  (a) Awards.  Long-Term Performance Awards bonus awards payable
in cash, stock or a combination of cash and stock that may be
granted either alone, in addition to or in tandem with other
Awards granted under the Plan and/or awards made outside of the
Plan.  Long-Term Performance Awards shall not require payment by
the recipient of any consideration for the Long-Term Performance
Award or for shares of Stock, if any, covered by such Award.  The
Committee shall determine the nature, length and starting date of
any performance period (the "Performance Period") for each Long-
Term Performance Award and shall determine the performance and/or
employment factors to be used in the determination of the value of
Long-Term Performance Awards and the extent to which such Long-
Term Performance Award may be made subject to various conditions,
including vesting or forfeiture provisions.  Long-Term Performance
Awards may vary from Participant to Participant and between groups
of Participants and shall be based upon the achievement of
Corporation, Subsidiary and/or individual performance factors or
upon such other criteria as the Committee may deem appropriate.
Performance Periods may overlap and Participants may participate
simultaneously with respect to Long-Term Performance Awards that



                             Page 14


are subject to different Performance Periods and different
performance factors and criteria.  Long-Term Performance Awards
shall be confirmed by, and be subject to the terms of, a written
Long-Term Performance Award agreement.

  (b) Value of Awards.  At the beginning of each Performance
Period, the Committee may determine for each Long-Term Performance
Award subject to such Performance Period the range of dollar
values and/or numbers or dollar values of shares of Common Stock
to be issued to the Participant at the end of the Performance
Period if and to the extent that the relevant measures of
performance for such Long-Term Performance Award are met.  Such
dollar values or numbers of shares of Common Stock may be fixed or
may vary in accordance with such performance or other criteria as
may be determined by the Committee.

  (c) Adjustment of Awards.  Notwithstanding the provisions of
Section 9(a) hereof, the Committee may, after the grant of Long-
Term Performance Awards, adjust the performance factors applicable
to such Long-Term Performance Awards to take into account changes
in the law or in accounting or tax rules and to make such
adjustments as the Committee deems necessary or appropriate to
reflect the inclusion or exclusion of the impact of extraordinary
or unusual items, events or circumstances in order to avoid
windfalls or hardships to Participants.

  (d) Termination.

     (i) Unless otherwise provided in the applicable Long-Term
Performance Award agreement, if a Participant terminates his or
her employment or his or her consultancy during a Performance
Period because of death or Disability, the Committee may in its
discretion provide for an earlier payment in settlement of such
award, which payment may be in such amount and under such terms
and conditions as the Committee deems appropriate.

     (ii) Unless otherwise provided in the applicable Long-Term
Performance Award agreement, if a Participant terminates his or
her employment or his or her consultancy during a Performance
Period because of Retirement, then such Participant shall continue
to be entitled to a prorata portion of any payment with respect to
the Long-Term Performance Award subject to such Performance Period
in accordance with the payment terms set forth in subsection (e)
of this Section 9, determined by multiplying such payment,
calculated as if the Participant's employment or consultancy had
not been terminated, by a fraction the numerator of which is the
number of days from the beginning of the Performance Period to the
date of such termination and the denominator of which is the total
number of days during the Performance Period.




                             Page 15


     (iii) Unless otherwise provided in the applicable Long-Term
Performance Award agreement, if a Participant terminates
employment or his or her consultancy during a Performance Period
for any reason other than death, Disability or Retirement, then
such a Participant shall not be entitled to any payment with
respect to the Long-Term Performance Award subject to such
Performance Period, unless the Committee shall otherwise determine
in its discretion.

  (e) Form of Payment.  The earned portion of a Long-Term
Performance Award shall be paid in cash within two-hundred seventy
(270) days following the close of the applicable Performance
Period, provided that the Committee may elect to pay up to one-
third (1/3) of such amount in whole shares of stock or, at the
discretion of the Committee, such earned portion may be paid in
whole shares of Stock to the extent requested by the Participant.
Any such shares of Stock shall be valued at their Fair Market
Value at the close of business on the most recent trading day
preceding the date of such payment.

  (f) Reservation of Shares.  In the event that the Committee
grants a Long-Term Performance Award that is payable in cash or
Stock, the Committee may (but need not) reserve an appropriate
number of shares of Stock under the Plan at the time of grant of
the Long-Term Performance Award.  If, and to the extent that the
full amount reserved is not actually paid in Stock, the shares of
Stock representing the portion of the reserve for that Long-Term
Performance Award shall again become available for award under the
Plan.  If shares of Stock are not reserved by the Committee at the
time of grant, then (i) no shares shall be deducted from the
number of shares available for grant under the Plan at that time
and (ii) at the time of payment of the Long-Term Performance
Award, only the number of shares actually issued to the
Participant shall be so deducted.  If there are not a sufficient
number of shares available under the Plan for issuance to a
Participant at the time of payment of a Long-Term Performance
Award, any shortfall shall be paid by the Corporation in cash.

10.  The Committee.

  (a) Administration.  The Committee shall be a committee of not
less than three (3) members of the Board who are Non-Employee
Directors, appointed by the Board.  Vacancies occurring in
membership of the Committee shall be filled by the Board.  The
Committee shall keep minutes of its meetings.  One or more members
of the Committee may participate in a meeting of the Committee by
means of conference telephone or similar communications equipment
provided all persons participating in the meeting can hear one
another.  A majority of the entire Committee shall constitute a
quorum, and the acts of a majority of the members present at or so
participating in any meeting at which a quorum is constituted
shall be the acts of the Committee.  The Committee may act without

                             Page 16


meeting by unanimous written consent.  Absent some other provision
by the Board, the power and responsibilities of the Committee
shall be vested in and assumed by the Personnel and Compensation
Committee of the Board, provided the members hereof are all Non-
Employee Directors.

  (b) Authority of Committee.  Subject to the provisions of the
Plan, the Committee shall have full and final authority to
determine the persons to whom Awards shall be granted, the number
of shares to be subject to each Award, the term of the Award, the
vesting provisions of the Award, if any, restrictions on the
Award, if any, and the price at which the shares subject thereto
may be purchased.  The Committee is empowered, in its discretion,
to modify, extend or renew any Award theretofore granted and adopt
such rules and regulations and take such other action as it shall
deem necessary or proper for the administration of the Plan.  The
Compensation Committee must certify in writing prior to the
payment of any compensation to a Covered Employee from a Qualified
Performance-Based Award that Qualified Performance Criteria were
met, all in the manner provided by Federal Income Tax Regulations
Section 1.162-27(e)(5).  The Committee shall have full power and
authority to construe, interpret and administer the Plan, and the
decisions of the Committee shall be final and binding upon all
interested parties.  No members of the Committee shall be liable
for any action taken or not taken or decision made or not made in
good faith relating to the Plan or any award thereunder.

11.  Adjustments.  Any limitations, restrictions or other
provisions of this Plan to the contrary notwithstanding, each
Award agreement shall make such provision, if any, as the
Committee may deem appropriate for the adjustment of the terms and
provisions thereof (including, without limitation, terms and
provisions relating to the exercise price and the number and class
of shares subject to the Award) in the event of any merger,
consolidation, reorganization, recapitalization, stock dividend,
divisive reorganization, issuance of rights, combination or split-
up or exchange of shares, or the like.  In the event of any
merger, consolidation, reorganization, recapitalization, stock
dividend, divisive reorganization, issuance of rights, combination
or split-up or exchange of shares, or the like, the Committee
shall make an appropriate adjustment in the number of shares
authorized to be issued pursuant to the Plan.

12.  Awards Under Predecessor Plans.  Awards presently outstanding
which have been granted under any Predecessor Plan shall continue
to be governed and interpreted under the terms of such plans and
not by the terms hereof.

13.  Amendment to and Termination of the Plan.  The Board may from
time to time amend the Plan in such way as it shall deem advisable
provided the Board may not extend the expiration date of the Plan,
change the class of Eligible Persons, increase the maximum Award

                             Page 17


term, decrease the minimum exercise price or increase the total
number of authorized shares (except in accordance with Section 10
hereof) for which Awards may be granted.  The Board, in its
discretion, may at any time terminate the Plan prior to its
expiration in accordance with Section 4 hereof.  No amendment to
or termination of the Plan shall in any way adversely affect
Awards then outstanding hereunder.

14.  Status of Plan.  Until shares pursuant to an Award or
exercise thereof are actually delivered to a Participant, a
Participant shall have no rights to or with respect to such shares
greater than those of a general creditor of the Corporation unless
the Committee shall otherwise expressly determine in connection
with any Award or Awards.

15.  General Provisions.

  (a) Other Compensation Arrangements; No Right to Receive Awards;
No Employment or Other Rights.  Nothing contained in this Plan
shall prevent the Board from adopting other or additional capital
stock based compensation arrangements, subject to stockholder
approval if such approval is required, and such arrangements may
be either generally applicable or applicable only in specific
cases.  No Eligible Person shall have any right to receive Awards
except as the Committee may determine.  The Plan does not confer
upon any employee any right to continued employment with the
Corporation or a Subsidiary or upon any director or officer of the
Corporation any right to continued service as a director or
officer of the Corporation, nor does it interfere in any way with
the right of the Corporation or a Subsidiary to terminate the
employment of any of its employees or for the Corporation to
remove a director or officer with or without cause at any time.

  (b) Tax Withholding, Etc.  Any obligation of the Corporation to
issue shares pursuant to the grant or exercise of any Award shall
be conditioned on the Participant having paid or made provision
for payment of all applicable tax withholding obligations, if any,
satisfactory to the Committee.  The Corporation and its
Subsidiaries shall, to the extent permitted by law, have the right
to deduct any such taxes from any payment of any kind otherwise
due to the Participant.  In the case of Non-Statutory Options, and
Stock Appreciation Rights exercisable only for Stock, the
Committee in its discretion, but only upon the written request of
a Participant exercising such an Award, may permit such
Participant to satisfy federal income tax withholding requirements
occasioned by the exercise thereof by the surrender of shares
otherwise to be received on the exercise of such Award.  For
purposes of this subsection (b), such surrendered shares shall be
valued at the closing price of the Stock in the NASDAQ National
Market System on the most recent trading day preceding the date of
exercise on which sales of the Stock occurred.


                             Page 18


  (c) Section 162(m) Exemption.  When granting any Long-Term
Performance Award, Restricted Stock Award, or other Award, the
Committee may designate such Award as a Qualified Performance-
Based Award, based upon a determination that the recipient is or
may be a Covered Employee with respect to such Award, and the
Committee wishes such Award to qualify for the Section 162(m)
Exemption.  The payment of an Award designated as a Qualified
Performance-Based Award to an employee for any calendar year shall
not exceed $3,000,000.  The maximum number of shares underlying
Options and SARs that may be awarded to a Covered Employee for any
calendar year shall not exceed 500,000 shares and their exercise
price shall be the fair market value of the shares on the date of
grant.  If an Award is so designated, the Committee shall
establish performance goals for such Award (other than Options or
SARs which meet the definition of a Qualified Performance-Based
Award under Section 2(dd)) within the time period prescribed by
Section 162(m) of the Code based on one or more of the following
Qualified Performance Criteria, which may be expressed in terms of
an objective formula or standard that relates to Corporation-wide
objectives or objectives that relate to the performance of a
Subsidiary or a division, region, department or function within
the Corporation of a Subsidiary: (1) earnings per share, (2)
EBITDA (earnings before interest, taxes, depreciation and
amortization), (3) EBIT (earnings before interest and taxes), (4)
economic profit, (5) cash flow, (6) sales growth, (7) net profit
before tax (8) gross profit, (9) operating income or profit, (10)
return on equity, (11) return on assets, (12) return on capital,
(13) changes in working capital, or (14) shareholder return.

  (d) Restrictions on Transfers of Shares.  Although the
Corporation presently intends to register under applicable
securities laws all shares acquired or received by Participants
under the Plan, the Corporation is not required to cause such
shares to be registered under the Securities Act of 1933 or the
securities laws of any State.  Accordingly, the shares acquired or
received may be "restricted securities" as defined in Rule 144
under said Securities Act of 1933 or other rule or regulation of
the Securities and Exchange Commission.  Any certificate
evidencing any such shares may bear a legend restricting the
transfer of such shares, and the recipient may be required to
assert that the shares are being acquired for his own account and
not with a view to the distribution thereof as a condition to the
granting or exercise of an Award.

  (e)Issuance of Shares.  Any obligation of the Corporation to
issue shares pursuant to the grant or exercise of any Award shall
be conditioned on the Corporation's ability at nominal expense to
issue such shares in compliance with all applicable statutes,
rules or regulations of any governmental authority.  The
Participant shall provide the Corporation with any assurances or
agreements which the Committee, in its sole discretion, shall deem
necessary or advisable in order that the issuance of such shares
shall comply with any such statutes, rules or regulations.
                             Page 19


  (f) Date of Grant.  The date on which each Award under the Plan
shall be considered as having been granted shall be the date on
which the award is authorized by the Committee, unless a later
date is specified by the Committee; provided, however, in the case
of options intended to qualify as Incentive Stock Options, the
date of grant shall be determined in accordance with the Code.

  (g) Shareholder Approval.  The material terms of any Qualified
Performance-Based Award that have not been approved by the
Shareholders must be disclosed to and approved by the Shareholders
before compensation is paid to a Covered Employee pursuant to such
Award, and such compensation shall be paid to a Covered Employee
only if such material terms are approved by the Shareholders, all
in accordance with Federal Income Tax Regulations Section 1.162-
27(e)(4).

  (h) Change in Control.

     (i) Subject to the further conditions set forth in Section
15(i) below, upon the occurrence of a Change in Control (as
defined below):

        (A) the vesting periods of any and all Incentive Stock
Options, Non-Statutory Options and Stock Appreciation Rights
granted and outstanding under the Plan shall immediately be
accelerated;

        (B) the restrictions and/or conditions applicable to any
and all Restricted Stock Awards granted and outstanding under the
Plan shall immediately lapse and be of no further force and
effect; and

        (C) all Long-Term Performance Awards shall be deemed fully
vested and fully earned and then shall be canceled in exchange for
a cash payment equal to 100% of the target value of each such
Award;

such that each Participant holding any such Award shall have the
immediate, fully vested, right to purchase, receive and/or own
without risk of forfeiture any and all cash and/or Stock that is
the subject of the Award on the terms and conditions set forth in
this Plan and the particular Agreement respecting such Award.

     (ii) In the event that, following a Change in Control, and
provided the provisions of Section 15 (i)(i) below are
inapplicable, the Committee shall determine in its sole discretion
that the event(s) or transaction(s) constituting the Change in
Control have caused the Committee to be unable to determine
whether or not the performance factors and/or other criteria
applicable to one or more Long-Term Performance Awards granted and
outstanding under Section 9 of the Plan have (or have not), in
fact been met or satisfied, then, with respect to each such Long-

                             Page 20


Term Performance Award, the Committee shall: (A) cancel the Award
and make a payment to the Participant in an amount equal to 100%
of the initial target value of such Award as previously determined
by the Committee under Section 9(b) hereof; or (B) cancel the
Award, modify the provisions of Section 9 of the Plan as may be
necessary to grant Long Term Performance Awards which are
substantially equivalent to those permitted prior to such Change
in Control, and grant to the Participant a new Long-Term
Performance Award under such terms and conditions as the Committee
shall establish under Section 9 hereof, which will provide a bonus
opportunity to the Participant substantially equivalent to such
cancelled Award.

     (iii) As used herein, the term "Change in Control" means any
of the following events:

        (A) any Person (as defined below) is or becomes the
Beneficial Owner (as defined in Rule 13d-3 under the Act),
directly or indirectly, of securities of the Corporation
representing 35% or more of the then outstanding securities of the
Corporation generally entitled to vote in the election of
directors of the Corporation, excluding any Person who becomes
such a Beneficial Owner in connection with a transaction described
in clause (i) of paragraph (C) below; or

        (B) the following individuals cease for any reason to
constitute a majority of the number of directors then serving:
individuals who, on the Effective Date, constitute the Board and
any new director (other than a director whose initial assumption
of office is a result of an actual or threatened election contest,
including but not limited to a consent solicitation, relating to
the election of directors of the Corporation and whose appointment
or election was not approved by at least two-thirds (2/3) of the
directors of the Corporation in office immediately prior to any
such contest) whose appointment or election by the Board or
nomination for election by the Corporation's stockholders was
approved or recommended by a vote of at least two-thirds (2/3) of
the directors then in office;  or

        (C) there is consummated a Merger of the Corporation with
any other business entity, other than (i) a Merger which would
result in the securities of the Corporation generally entitled to
vote in the election of directors of the Corporation outstanding
immediately prior to such Merger continuing to represent (either
by remaining outstanding or by being converted into such
securities of the surviving entity or any parent thereof), in
combination with the ownership of any trustee or other fiduciary
holding such securities under an employee benefit plan of the
Corporation or any Subsidiary of the Corporation, at least 65% of
the securities of the Corporation or such surviving entity or any
parent thereof outstanding immediately after such Merger,
generally entitled to vote in the election of directors of the

                             Page 21


Corporation or such surviving entity or any parent thereof and, in
the case of such surviving entity or any parent thereof, of a
class registered under Section 12 of the Act, or (ii) a Merger
effected to implement a recapitalization of the Corporation (or
similar transaction) in which no Person is or becomes the
Beneficial Owner, directly or indirectly, of securities of the
Corporation representing 35% or more of the then outstanding
securities of the Corporation generally entitled to vote in the
election of directors of the Corporation; or

        (D) (1) the stockholders of the Corporation approve a plan
of complete liquidation or dissolution of the Corporation or there
is consummated the sale or disposition by the Corporation of all
or substantially all of the Corporation's assets, other than a
sale or disposition by the Corporation of all or substantially all
of the Corporation's assets to an entity where the outstanding
securities generally entitled to vote in the election of directors
of the Corporation immediately prior to the sale continue to
represent (either by remaining outstanding or by being converted
into such securities of the surviving entity or any parent
thereof) 65% or more of the outstanding securities of such entity
generally entitled to vote in the election of directors
immediately after such sale and of a class registered under
Section 12 of the Act, or (2) a disposition or divestiture by the
Corporation or any Subsidiary of the Corporation to any Person of
either Kaman Aerospace Corporation or Kaman Industrial
Technologies Corporation, including, without intending to limit
the foregoing, any such disposition or divestiture effected by (a)
a sale of all or substantially all of the securities or all or
substantially all of the assets of either Kaman Aerospace
Corporation or Kaman Industrial Technologies Corporation, (b) the
Merger of either Kaman Aerospace Corporation or Kaman Industrial
Technologies Corporation with or into any Person, other than a
Merger which would result in the voting securities of the
Subsidiary party to such Merger outstanding immediately prior to
such Merger continuing to represent (either by remaining
outstanding or by being converted into voting securities of the
surviving entity or any parent thereof) at least 65% of the
securities of such Subsidiary or such surviving entity or any
parent thereof outstanding immediately after such Merger and
generally entitled to vote in the election of directors of the
Subsidiary or such surviving entity or parent thereof, or (c) a
spin off, dividend or other distribution of all or substantially
all of the securities or all or substantially all of the assets
(or of the stock of a business entity owning such securities or
assets) of either Kaman Aerospace Corporation or Kaman Industrial
Technologies Corporation to the Corporation's stockholders.






                             Page 22


     (iv) As used herein, the term "Person" shall have the meaning
given in Section 3(a)(9) of the Act, as modified and used in
Sections 13(d) and 14(d) thereof, except that such term shall not
include (A) the Corporation or any of its direct or indirect
Subsidiaries, (B) a trustee or other fiduciary holding securities
under an employee benefit plan of the Corporation, (C) an
underwriter temporarily holding securities pursuant to an offering
of such securities, (D) a corporation owned, directly or
indirectly, by the stockholders of the Corporation in
substantially the same proportions and with substantially the same
voting rights as their ownership and voting rights with respect to
the Corporation, (E) the voting trust established pursuant to a
Voting Trust Agreement dated August 14, 2000 between John C.
Yavis, Jr., as General Partner of Newgate Associates Limited
Partnership and the trustees named therein (the "Newgate Voting
Trust"), provided that the following individuals continue to
constitute a majority of the voting trustees of that voting trust:
individuals serving as trustees of the Newgate Voting Trust as of
the Effective Date and individuals designated by the Board in
accordance with the terms of that voting trust, provided no Change
in Control pursuant to Section 15(h)(iii)(B) of the Plan has
occurred, (F) the individuals referred to in the immediately
preceding subsection (E) solely with respect to their status as
Beneficial Owners of securities of the Corporation subject to the
Newgate Voting Trust, (G) Charles H. Kaman, any individual to whom
he has directly granted a general power of attorney, or any entity
created or controlled by him, provided that he and/or any
attorneys-in-fact appointed directly by him possess and exercise,
in person or by proxy solicited by the Board, the right to vote
all securities of the Corporation generally entitled to vote in
the election of directors of the Corporation, of which he, any
such holder of his general power of attorney, or any such entity
is the Beneficial Owner, and (H) the holder of a general power of
attorney and the attorneys-in-fact referred to in the immediately
preceding subsection (G) solely with respect to their status as
Beneficial Owners of securities of the Corporation because of
their appointment as such.

  (i) Conditions for Accelerated Vesting and Payment.

     (i) If the Participant's employment is terminated during the
thirty-six (36) month period following a Change in Control, other
than (A) by the Corporation or a Subsidiary for Cause (as defined
below), (B) by reason of death or Disability, or (C) by the
Participant without Good Reason (as defined below), then, and only
then, shall the accelerated vesting provisions set forth in
Section 15(h)(i) be effective with respect to the Participant.

     (ii) Any payment required under Section 15(h)(i) shall be
made on or before the date of termination of employment referred
to in paragraph (i) above of this subsection (i).


                             Page 23


     (iii) Any payment required under Section 15(h)(ii) shall be
made at the time when the Award would otherwise have been payable,
provided, however, that if the employment of the Participant
holding such Award by the Corporation or a Subsidiary be
terminated by the Corporation or a Subsidiary without Cause, or
the Participant shall terminate his or her employment for Good
Reason, then the payment required under Section 15(h)(ii) shall be
made on or before the date of such termination.

     (iv) As used herein, the term "Cause" means (A) the willful
refusal by the Participant to perform proper responsibilities of
the Participant's position with the Corporation or a Subsidiary,
(B) a violation of law by the Participant which adversely affects
the assets, financial position or reputation of the Corporation or
a Subsidiary, or (C) a violation by the Participant of any code of
ethics, code of conduct or similar policy maintained by the
Corporation or a Subsidiary from time to time.

     (v) As used herein, the term "Good Reason" means a
substantial diminution in the nature or status of the
Participant's responsibilities from those in effect immediately
prior to the Change in Control.































                             Page 24

EX-10

EXHIBIT 10c

               FIFTH AMENDMENT TO KAMAN CORPORATION
              SUPPLEMENTAL EMPLOYEES' RETIREMENT PLAN

     WHEREAS, Kaman Corporation ("Kaman" or the "Company")
established the Kaman Corporation Supplemental Employees'
Retirement Plan (originally known as the "Kaman Corporation Excess
Benefit Plan") (the "Plan" or "SERP") on April 30, 1976, effective
as of January 1, 1976, which has been amended from time to time
and, most recently, was restated in its entirety on January 1,
1994, and has been amended four times since; and

     WHEREAS, Section 6 of the SERP permits the amendment of the
SERP at any time and from time to time; and

     WHEREAS, Kaman desires to amend the SERP in certain respects
hereafter enumerated;

     NOW THEREFORE, the SERP is hereby amended as follows:

     1.  The following new paragraph (e) is added to Section 4,
effective January 1, 2003:

         "(e) Notwithstanding the foregoing provisions of this
Section 4, if the Participant makes the election described in this
paragraph (e), the benefit he (or his surviving spouse) is
entitled to under the Plan shall not be paid in the same form as
the payment made under the Pension Plan to which the payments
hereunder are supplemental, but instead the Company shall pay the
present value of said benefit under the Plan to the Participant
(or his surviving spouse) in a single lump sum as of the date
payments commence under the Pension Plan, and the Participant (or
his surviving spouse) shall not have any further rights hereunder.
The amount of the lump sum payment shall be determined based upon
the actuarial assumptions referenced in paragraph (a) of Section
9, as amended by the Fourth Amendment, and said amount shall be
the actuarially equivalent present value of the monthly payments
that would otherwise have been made hereunder in the form that
payments are to be made under the Pension Plan.  Any such election
to receive the payment of benefits hereunder in a lump sum shall
be made upon such form or forms as are prescribed by the Committee
for such purpose.  Any such election shall be allowed only if the
Participant is actively employed by the Company or subsidiary at
the time of the election, and must be received by the Committee at
least twelve (12) months in advance of the date the Participant
actually retires, dies, or otherwise terminates employment.  This
lump sum election may be revoked, in which case payment shall be
in the same form as the payment made under the Pension Plan; and
subsequent lump sum elections and revocations thereof shall also
be permitted.  However, any such revocation, subsequent election,
or subsequent revocation shall only be given effect if it is

                             Page 1


received by the Committee at least twelve (12) months in advance
of the date the Participant actually retires, dies, or otherwise
terminates employment."

     2.  Paragraph (c) of Section 6 is amended to read as follows:

         "(c)  As used herein, the term "Change in Control" means
any of the following events:

              (i)  any Person (as defined below) is or becomes the
beneficial owner (as defined in Rule 13d-3 under the Securities
Exchange Act of 1934 (the "Exchange Act"), a "Beneficial Owner"),
directly or indirectly, of securities of the Company representing
35% or more of the then outstanding securities of the Company
generally entitled to vote in the election of directors of the
Company (a "Change in Ownership"), excluding any Person who
becomes such a Beneficial Owner in connection with a transaction
described in clause (A) of subparagraph (ii) below; provided,
however, that a Change in Ownership shall not result in a Change
in Control unless within the two year period following the
particular Change in Ownership the following individuals cease for
any reason to constitute a majority of the number of directors
then serving: individuals who, immediately prior to the particular
Change in Ownership, constitute the Board and any new director
(other than a director whose initial assumption of office is a
result of an actual or threatened election contest, including but
not limited to a consent solicitation, relating to the election of
directors of the Company and whose appointment or election was not
approved by at least two-thirds (2/3) of the directors of the
Company in office immediately prior to any such contest) whose
appointment or election by the Board or nomination for election by
the Company's stockholders was approved or recommended by a vote
of at least two-thirds (2/3) of the directors then in office;  or

               (ii)  there is consummated a Merger of the Company
with any other business entity, other than (A) a Merger which
would result in the securities of the Company generally entitled
to vote in the election of directors of the Company outstanding
immediately prior to such Merger continuing to represent (either
by remaining outstanding or by being converted into such
securities of the surviving entity or any parent thereof), in
combination with the ownership of any trustee or other fiduciary
holding such securities under an employee benefit plan of the
Company or any Subsidiary of the Company, at least 65% of the
securities of the Company or such surviving entity or any parent
thereof outstanding immediately after such Merger, generally
entitled to vote in the election of directors of the Company or
such surviving entity or any parent thereof and, in the case of
such surviving entity or any parent thereof, of a class registered
under Section 12 of the Exchange Act, or (B) a Merger effected to
implement a recapitalization of the Company (or similar
transaction) in which no Person is or becomes the Beneficial

                             Page 2


Owner, directly or indirectly, of securities of the Company
representing 35% or more of the then outstanding securities of the
Company generally entitled to vote in the election of directors of
the Company; or

               (iii) (A) the stockholders of the Company approve a
plan of complete liquidation or dissolution of the Company or
there is consummated the sale or disposition by the Company of all
or substantially all of the Company's assets, other than a sale or
disposition by the Company of all or substantially all of the
Company's assets to an entity where the outstanding securities
generally entitled to vote in the election of directors of the
Company immediately prior to the sale continue to represent
(either by remaining outstanding or by being converted into such
securities of the surviving entity or any parent thereof) 65% or
more of the outstanding securities of such entity generally
entitled to vote in the election of directors immediately after
such sale and of a class registered under Section 12 of the
Exchange Act, or (B) a disposition or divestiture by the Company
or any Subsidiary of the Company to any Person of either Kaman
Aerospace Corporation or Kaman Industrial Technologies
Corporation, including, without intending to limit the foregoing,
any such disposition or divestiture effected by (x) a sale of all
or substantially all of the securities or all or substantially all
of the assets of either Kaman Aerospace Corporation or Kaman
Industrial Technologies Corporation, (y) the Merger of either
Kaman Aerospace Corporation or Kaman Industrial Technologies
Corporation with or into any Person, other than a Merger which
would result in the voting securities of the Subsidiary party to
such Merger outstanding immediately prior to such Merger
continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity or
any parent thereof) at least 65% of the securities of such
Subsidiary or such surviving entity or any parent thereof
outstanding immediately after such Merger and generally entitled
to vote in the election of directors of the Subsidiary or such
surviving entity or parent thereof, or (z) a spin off, dividend or
other distribution of all or substantially all of the securities
or all or substantially all of the assets (or of the stock of a
business entity owning such securities or assets) of either Kaman
Aerospace Corporation or Kaman Industrial Technologies Corporation
to the Company's stockholders.

               (iv)  As used herein, the term "Person" shall have
the meaning given in Section 3(a)(9) of the Exchange Act, as
modified and used in Sections 13(d) and 14(d) thereof, except that
such term shall not include (A) the Company or any of its direct
or indirect Subsidiaries, (B) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company, (C) an
underwriter temporarily holding securities pursuant to an offering
of such securities, (D) a corporation owned, directly or
indirectly, by the stockholders of the Company in substantially

                             Page 3


the same proportions and with substantially the same voting rights
as their ownership and voting rights with respect to the Company,
(E) the voting trust established pursuant to a Voting Trust
Agreement dated August 14, 2000 between John C. Yavis, Jr., as
General Partner of Newgate Associates Limited Partnership and the
trustees named therein (the "Newgate Voting Trust"), provided that
the following individuals continue to constitute a majority of the
voting trustees of that voting trust: individuals serving as
trustees of the Newgate Voting Trust as of November 1, 2003 and
individuals designated by the Board of Directors of the Company in
accordance with the terms of that voting trust, provided no Change
in Control pursuant to subparagraph (c)(i) of this Section 6 has
occurred, (F) the individuals referred to in the immediately
preceding subsection (E) solely with respect to their status as
Beneficial Owners of securities of the Company subject to the
Newgate Voting Trust, (G) Charles H. Kaman, any individual to whom
he has directly granted a general power of attorney, or any entity
created or controlled by him, provided that he and/or any
attorneys-in-fact appointed directly by him possess and exercise,
in person or by proxy solicited by the Board, the right to vote
all securities of the Company generally entitled to vote in the
election of directors of the Company, of which he, any such holder
of his general power of attorney, or any such entity is the
Beneficial Owner, and (H) the holder of a general power of
attorney and the attorneys-in-fact referred to in the immediately
preceding subsection (G) solely with respect to their status as
Beneficial Owners of securities of the Company because of their
appointment as such.

               (v)  As used herein, the term "Merger" means a
merger, share exchange, consolidation or similar business
combination under applicable law.

               (vi)  As used herein, the term "Subsidiary" means
any corporation within the meaning of Section 424(f) of the
Internal Revenue Code of 1986, as amended from time to time, and
any successor Code, and related rules, regulations and
interpretations."

     3.  Part 1 of this Amendment is effective as of January 1,
2003.  Part 2 of this Amendment is effective as of November 1,
2003.

     EXCEPT AS AMENDED HEREIN, the terms of the SERP, as amended
and restated as of January 1, 1994, and as amended by a First
Amendment, a Second Amendment, a Third Amendment, and a Fourth
Amendment, are confirmed and remain unchanged.






                             Page 4


     IN WITNESS WHEREOF, Kaman Corporation has caused this Fifth
Amendment to be executed on its behalf by its duly authorized
officer this 15th day of December, 2003.

                              KAMAN CORPORATION


                              By: /s/ Paul R. Kuhn
                                  -------------------------
                                  Paul R. Kuhn
                                  Its President
Attest:

/s/ Candace A. Clark
- -------------------------
Date: 12/15/03



674061

































                             Page 5

EX-10

EXHIBIT 10d

                         FIRST AMENDMENT
                                TO
              KAMAN CORPORATION AMENDED AND RESTATED
                    DEFERRED COMPENSATION PLAN

     THIS AMENDMENT made by Kaman Corporation for the purpose of
amending its Amended and Restated Deferred Compensation Plan,

                           WITNESSETH:

     WHEREAS, by Written Plan Instrument dated November 12, 2002,
Kaman Corporation (hereinafter referred to as the "Corporation")
adopted an Amended and Restated Deferred Compensation Plan; and

     WHEREAS, the Corporation reserved the right, in Section 8.2
thereof, to amend the Plan; and

     WHEREAS, the Corporation now wishes to amend the Plan in the
particulars set forth below;

     NOW, THEREFORE, the Corporation hereby amends the Plan as
follows:

     1.  Section 11.3 is amended to read as follows:

         "11.3  Change in Control Defined.  As used herein, the
term "Change in Control" means any of the following events:

                (a)  any Person (as defined below) is or becomes
     the beneficial owner (as defined in Rule 13d-3 under the
     Securities Exchange Act of 1934 (the "Exchange Act"), a
     "Beneficial Owner"), directly or indirectly, of securities of
     the Corporation representing 35% or more of the then
     outstanding securities of the Corporation generally entitled
     to vote in the election of directors of the Corporation (a
     "Change in Ownership"), excluding any Person who becomes such
     a Beneficial Owner in connection with a transaction described
     in clause (i) of paragraph (b) below; provided, however, that
     a Change in Ownership shall not result in a Change in Control
     unless within the two year period following the particular
     Change in Ownership the following individuals cease for any
     reason to constitute a majority of the number of directors
     then serving: individuals who, immediately prior to the
     particular Change in Ownership, constitute the Board and any
     new director (other than a director whose initial assumption
     of office is a result of an actual or threatened election
     contest, including but not limited to a consent solicitation,
     relating to the election of directors of the Corporation and
     whose appointment or election was not approved by at least
     two-thirds (2/3) of the directors of the Corporation in

                             Page 1


     office immediately prior to any such contest) whose
     appointment or election by the Board or nomination for
     election by the Corporation's stockholders was approved or
     recommended by a vote of at least two-thirds (2/3) of the
     directors then in office; or

                (b)  there is consummated a Merger of the
     Corporation with any other business entity, other than (i) a
     Merger which would result in the securities of the
     Corporation generally entitled to vote in the election of
     directors of the Corporation outstanding immediately prior to
     such Merger continuing to represent (either by remaining
     outstanding or by being converted into such securities of the
     surviving entity or any parent thereof), in combination with
     the ownership of any trustee or other fiduciary holding such
     securities under an employee benefit plan of the Corporation
     or any Subsidiary of the Corporation, at least 65% of the
     securities of the Corporation or such surviving entity or any
     parent thereof outstanding immediately after such Merger,
     generally entitled to vote in the election of directors of
     the Corporation or such surviving entity or any parent
     thereof and, in the case of such surviving entity or any
     parent thereof, of a class registered under Section 12 of the
     Exchange Act, or (ii) a Merger effected to implement a
     recapitalization of the Corporation (or similar transaction)
     in which no Person is or becomes the Beneficial Owner,
     directly or indirectly, of securities of the Corporation
     representing 35% or more of the then outstanding securities
     of the Corporation generally entitled to vote in the election
     of directors of the Corporation; or

               (c) (i) the stockholders of the Corporation approve
     a plan of complete liquidation or dissolution of the
     Corporation or there is consummated the sale or disposition
     by the Corporation of all or substantially all of the
     Corporation's assets, other than a sale or disposition by the
     Corporation of all or substantially all of the Corporation's
     assets to an entity where the outstanding securities
     generally entitled to vote in the election of directors of
     the Corporation immediately prior to the sale continue to
     represent (either by remaining outstanding or by being
     converted into such securities of the surviving entity or any
     parent thereof) 65% or more of the outstanding securities of
     such entity generally entitled to vote in the election of
     directors immediately after such sale and of a class
     registered under Section 12 of the Exchange Act, or (ii) a
     disposition or divestiture by the Corporation or any
     Subsidiary of the Corporation to any Person of either Kaman
     Aerospace Corporation or Kaman Industrial Technologies
     Corporation, including, without intending to limit the
     foregoing, any such disposition or divestiture effected by
     (A) a sale of all or substantially all of the securities or

                             Page 2


     all or substantially all of the assets of either Kaman
     Aerospace Corporation or Kaman Industrial Technologies
     Corporation, (B) the Merger of either Kaman Aerospace
     Corporation or Kaman Industrial Technologies Corporation with
     or into any Person, other than a Merger which would result in
     the voting securities of the Subsidiary party to such Merger
     outstanding immediately prior to such Merger continuing to
     represent (either by remaining outstanding or by being
     converted into voting securities of the surviving entity or
     any parent thereof) at least 65% of the securities of such
     Subsidiary or such surviving entity or any parent thereof
     outstanding immediately after such Merger and generally
     entitled to vote in the election of directors of the
     Subsidiary or such surviving entity or parent thereof, or (C)
     a spin off, dividend or other distribution of all or
     substantially all of the securities or all or substantially
     all of the assets (or of the stock of a business entity
     owning such securities or assets) of either Kaman Aerospace
     Corporation or Kaman Industrial Technologies Corporation to
     the Corporation's stockholders.

                (d)  As used herein, the term "Person" shall have
     the meaning given in Section 3(a)(9) of the Exchange Act, as
     modified and used in Sections 13(d) and 14(d) thereof, except
     that such term shall not include (i) the Corporation or any
     of its direct or indirect Subsidiaries, (ii) a trustee or
     other fiduciary holding securities under an employee benefit
     plan of the Corporation, (iii) an underwriter temporarily
     holding securities pursuant to an offering of such
     securities, (iv) a corporation owned, directly or indirectly,
     by the stockholders of the Corporation in substantially the
     same proportions and with substantially the same voting
     rights as their ownership and voting rights with respect to
     the Corporation, (v) the voting trust established pursuant to
     a Voting Trust Agreement dated August 14, 2000 between John
     C. Yavis, Jr., as General Partner of Newgate Associates
     Limited Partnership and the trustees named therein (the
     "Newgate Voting Trust"), provided that the following
     individuals continue to constitute a majority of the voting
     trustees of that voting trust: individuals serving as
     trustees of the Newgate Voting Trust as of November 1, 2003
     and individuals designated by the Board in accordance with
     the terms of that voting trust, provided no Change in Control
     pursuant to paragraph (a) of this Section 11.3 has occurred,
     (vi) the individuals referred to in the immediately preceding
     subsection (v) solely with respect to their status as
     Beneficial Owners of securities of the Corporation subject to
     the Newgate Voting Trust, (vii) Charles H. Kaman, any
     individual to whom he has directly granted a general power of
     attorney, or any entity created or controlled by him,
     provided that he and/or any attorneys-in-fact appointed
     directly by him possess and exercise, in person or by proxy

                             Page 3


     solicited by the Board, the right to vote all securities of
     the Corporation generally entitled to vote in the election of
     directors of the Corporation, of which he, any such holder of
     his general power of attorney, or any such entity is the
     Beneficial Owner, and (viii) the holder of a general power of
     attorney and the attorneys-in-fact referred to in the
     immediately preceding subsection (vii) solely with respect to
     their status as Beneficial Owners of securities of the
     Corporation because of their appointment as such.

               (e)  As used in this Section 11.3, the term
     "Corporation" means Kaman Corporation.

                (f)  As used herein, the term "Merger" means a
merger, share exchange, consolidation or similar business
combination under applicable law.

               (g)  As used in this Section 11.3, the term
"Subsidiary" means any corporation within the meaning of Section
424(f) of the Internal Revenue Code of 1986, as amended from time
to time, and any successor Code, and related rules, regulations
and interpretations."

     2.  Except as hereinabove modified and amended, the Amended
and Restated Deferred Compensation Plan shall remain in full force
and effect.

     3.  This First Amendment is effective as of November 1, 2003.

     IN WITNESS WHEREOF, the Corporation has caused this First
Amendment to be executed on this 15th day of December, 2003.


WITNESS                          KAMAN CORPORATION


/s/ C.A. Clark                   By: /s/ Paul R. Kuhn
- -------------------------        --------------------------------
Candace A. Clark                 Paul R. Kuhn
                                 Its President













                             Page 4

EX-10

EXHIBIT 10g(i)

                          AMENDMENT NO. 1
             AMENDED AND RESTATED EMPLOYMENT AGREEMENT
             -----------------------------------------

This Agreement is made as of September 11, 2001 (the "Effective
Date") by and between Paul R. Kuhn ("I", "me", or "my") and
Kaman Corporation ("Kaman" or "the Company").

                           WITNESSETH:

WHEREAS, the Company and I have executed an employment agreement
dated August 2, 1999, as amended and restated on November 16,
1999; and

WHEREAS, the parties desire to continue the employment
relationship on the terms and conditions contained in this
Agreement;

NOW THEREFORE, in consideration of the mutual promises contained
in this Agreement, the Company and I agree as follows:

I.  (a)  I will abide by all of Kaman's rules and regulations
now or hereafter established and agree that the posting of any
such rules or regulations on the bulletin boards of the various
departments and/or as listed in any employee handbooks will
constitute personal notice thereof to me.  I understand that no
statements made in any such publications or elsewhere shall
operate to change the terms and conditions of my employment as
described in this Agreement.

    (b)  I understand and agree that I may become aware of
certain secret and/or confidential information during the course
of my employment and such information includes, but is not
limited to, that pertaining to methods, processes, designs,
equipment, catalogues, computer disks, customer lists,
inventions, sales and operating procedures.  I agree that all
tangible confidential information such as computer disks,
reports, customer lists, etc. are the sole property of Kaman and
I agree that upon termination of employment with Kaman, I will
return, on demand, any and all confidential information in my
possession.  During and after my employment, I will disclose to
Kaman and will not divulge or appropriate to my own use or to
the use of others, including any other employer, any such
confidential information or knowledge obtained by me during such
employment, whether in tangible or intangible form, including,
but not limited to data, plans, decisions, methods, processes,
designs, equipment, catalogues, customer lists, inventions, and
sales and operating procedures.



                             Page 1


    (c)  Recognizing that, by virtue of my employment, I may
learn information, not generally available, concerning business
methods, customer lists or other trade secrets, I agree that
during my employment I will not, directly or indirectly, become
connected with, promote the interest of, or engage in any other
business or activity competing with the business to which my
employment relates within the geographical area in which the
business of the Company is conducted.  I further agree that if
any court or arbitrator should find this covenant and agreement
against competition not to be reasonable as to the scope of
prohibited activities, then such portion of this covenant and
agreement held to be unreasonable shall be regarded as severable
and stricken from this Agreement, and such covenant and
agreement shall be of full force and effect for the activities
which are determined not to be unreasonable.

    (d)  I will treat as for Kaman's sole benefit, and fully and
promptly disclose and assign to Kaman without additional
compensation, all ideas, discoveries, inventions and
improvements, patentable or not, which, while I am employed, are
made, conceived or reduced to practice by me, alone or with
others, during or after usual working hours either on or off my
job, and which are related directly or indirectly to Kaman's
business or interest or which result from tasks assigned to me
by Kaman.

    (e)  I agree, at Kaman's expense, at any time during or
after my employment, to sign all papers and do such other acts
reasonably required of me to protect Kaman's rights to said
ideas, discoveries, inventions and improvements, including
applying for, obtaining and enforcing patents on said
discoveries, inventions, improvements in any and all countries.

    (f)  I represent that there are no agreements,
understandings or legal requirements applicable to me which
prohibit the execution of this Agreement or prohibit or
otherwise limit the performance of my obligations hereunder or
my duties as an employee of the Company nor will the execution
of this Agreement and the performance of my obligations or
duties result in a conflict of interest between me and any other
party.


II.  I understand that, as an employee of Kaman, I owe a duty of
loyalty to Kaman.  As part of this duty of loyalty, I will:

     (a)  avoid personal investment, interests or associations
which might interfere with the independent exercise of my
judgment on business related matters;




                             Page 2


     (b)  not, directly or through a member of my immediate
family or otherwise, accept any gratuitous payment, loan,
service, or other consideration of value from any party doing or
seeking to do business with Kaman;

     (c)  fully disclose all facts concerning services that I,
or any other person of whom I have knowledge, may have rendered
to any party competing, dealing, or seeking to deal with Kaman,
if it is required to determine if a conflict of interest
exists; and

     (d)  not buy or sell Kaman Corporation stock if I have
information about Kaman Corporation or any of its subsidiaries
that is not already available to the public nor will I tell
other people about any information of that kind.  I understand
and acknowledge that Kaman's policies prohibit such behavior
and in many cases, it will be in violation of the securities
laws.


III.  I understand and agree that my employment with Kaman is an
"at will" relationship and such employment and compensation can
be terminated, with or without cause, and with or without
notice, at any time, at the option of Kaman or me.  I understand
that this Agreement can be changed only by a written document
signed by me and the President or other designated officer of
Kaman.  No application, brochure, policy statement, procedure,
benefit plan, summary, work rules, employee handbook, or any
other written or oral communication between the Company and its
employees is intended to create an employment contract.  I
understand and agree that as a condition of my "at will"
employment, if any disputes arise out of my termination of
employment with the Company that I will first seek to resolve
all such disputes by engaging in good faith discussions with
appropriate managerial personnel of the Company.

IV.  (a)  I understand that if my employment ends under any
circumstances (other than due to my willful refusal to perform
proper responsibilities of my position or a violation of law on
my part) after my Date of Hire (being August 2, 1999) and the
Change in Control Agreement dated August 2, 1999, as amended,
between Kaman and me is not applicable, that on my last day of
employment (the "Termination Date"), the Company will provide me
with:

    1)  a lump sum cash payment equal to two (2) times my then
current base annual salary rate (which rate cannot be less than
the salary rate for the most recently completed calendar year
prior to the Termination Date or the salary rate in effect as of
the Effective Date, whichever is higher);



                             Page 3


    2)  a lump sum cash payment equal to two (2) times my most
recent cash bonus payment; and the bonus for which I am eligible
due to my employment during the calendar year in which the
Termination Date occurs, with such bonus to be pro rated and
calculated in accordance with the Kaman Corporation Cash Bonus
Plan;

    3)  with regard to all restricted stock, stock appreciation
rights or stock option awards that I have received, (i) all
restrictions with respect to any restricted stock shall lapse,
and, (ii) at my election, to be made in writing on or before the
Termination Date, either (a) all stock appreciation rights and
stock options shall become fully vested and then canceled in
exchange for a cash payment equal to the excess of the fair
market value of the shares of Kaman Corporation stock subject to
the stock appreciation right or stock option on the Termination
Date over the exercise price(s) of such stock appreciation
rights or stock options, or (b) all stock appreciation rights
and stock options shall become fully vested and following the
Termination Date, I shall have the right to exercise such stock
appreciation right or stock options for the periods provided by
the Kaman Corporation 1993 Stock Incentive Plan, as amended,
with respect to an employee who has terminated employment; and

    4)  if my employment ends within two (2) years from my Date
of Hire, vesting credit under the Supplemental Employees
Retirement Plan (SERP) to achieve a total of  eight (8) years of
Continuous and Credited Service (as defined in the Kaman
Corporation Employees' Pension Plan (the "Plan") to which the
SERP is supplemental) at that date which would have been my
normal retirement date (generally, attainment of age 65) had my
employment not ended.  I understand that my benefit from the
plan will be due and payable at that normal retirement date;

    5)  my Company automobile.  The book value then attributed
to it by the leasing company  will be considered "fringe
benefit" income and that amount will be subject to tax during
the calendar year in which the Termination Date occurs;

    6)  reimbursement for COBRA premium payments for applicable
group medical/dental benefits until I accept employment
elsewhere, but in any event for not more than eighteen (18)
months; and

    7)  premium payments for one (1) year with regard to the
Mass Mutual group universal life insurance policy issued in my
name.

    (b)  In the event that the items described in Section IV (a)
are provided to me pursuant to this Agreement, I agree that for
a period of two (2) years following the Termination Date, I will
not, directly or indirectly, become connected with, promote the

                             Page 4


interest of, or engage in any other business or activity
competing with the business of the Company within the
geographical area in which the business of the Company is
conducted.

    (c)  Unless required otherwise by law or government
regulation, the parties will maintain the terms and conditions
of this Agreement in confidence.

V.  This Agreement supersedes any previous agreements or
representations, oral or otherwise, express or implied, with
respect to the subject matter hereof which may exist between the
parties, except that both parties acknowledge the validity of
that certain Change in Control Agreement dated August 2, 1999,
as amended, between the parties.  The validity, interpretation,
construction and performance of this Agreement shall be governed
by the laws of Connecticut.  Any payments provided for hereunder
shall be paid net of any applicable withholding required under
federal, state or local law and any additional withholding to
which I have agreed.

In Witness Whereof, the parties have executed, or caused this
Agreement to be executed, on his or its behalf.



                             /s/ Paul R. Kuhn
                             -----------------------------------
                             Signature of Employee

                             12/2/03
                             -----------------------------------

                             Paul R. Kuhn
                             -----------------------------------
                             Employee's Typed Name




Acknowledged and Agreed this 2nd day of
December, 2003.

Kaman Corporation


/s/ Robert M. Garneau
- -------------------------------------
By   Robert M. Garneau
Its  Executive Vice President and CFO



                             Page 5

EX-10

EXHIBIT 10g(ii)


                         Amendment No. 2
                                to
             Amended and Restated Employment Agreement


     This Amendment No. 2 is made as of February 17, 2004, by and
between Paul R. Kuhn ("I", "me", or "my") and Kaman Corporation
("Kaman" or "the Company").

                           WITNESSETH:

     WHEREAS, the Company and I entered into Amendment No. 1,
Amended and Restated Employment Agreement dated September 11, 2001
(the "Employment Agreement"); and

     WHEREAS, the parties desire to amend the Employment Agreement
as provided in this Amendment;

     NOW THEREFORE, in consideration of the mutual promises
contained in this Amendment, the Company and I agree as follows:

     1.  Section IV(a) 3) of the Agreement is hereby amended in
its entirety to read as follows:

         "3)  with regard to all restricted stock, stock
appreciation rights, stock option awards or long-term performance
awards that I may have received, (i) all restrictions with respect
to any restricted stock shall lapse; (ii) at my election, to be
made in writing on or before the Termination Date, either (a) all
stock appreciation rights and stock options shall be deemed fully
vested and then canceled in exchange for a cash payment equal to
the excess of the fair market value of the shares of Kaman
Corporation stock subject to the stock appreciation right or stock
option on the Termination Date over the exercise price(s) of such
stock appreciation rights or stock options, or (b) all stock
appreciation rights and stock options shall be deemed fully vested
and, following the Termination Date, I shall have the right to
exercise such stock appreciation rights and stock options for the
periods provided by the Kaman Corporation 2003 Stock Incentive
Plan, as amended; and (iii) each long-term performance award shall
be deemed fully vested and fully earned and then shall be canceled
in exchange for a cash payment equal to 100% of the  target value
of such award multiplied by a fraction the numerator of which is
the number of days elapsing from the date of grant of such award
to the Termination Date and the denominator of which is the number
of days constituting the full term of such award; and"

     2.  Except as expressly modified herein, all provisions of
the Employment Agreement shall remain in full force and effect.

                             Page 1


In Witness Whereof, the parties have executed, or caused this
Amendment to be executed on his or its behalf.


                                   -------------------------------
                                   Paul R. Kuhn



                                   -------------------------------
                                   Date


Acknowledged and Agreed this 5th day of
March, 2004.


Kaman Corporation


/s/ Robert M. Garneau
- ----------------------------
By  Robert M. Garneau
Its  Executive Vice President and CFO





























                             Page 2

EX-10

EXHIBIT 10g(iii)


     SECOND AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
     -------------------------------------------------------

     THIS AGREEMENT, is made as of November 11, 2003, by and
between Kaman Corporation, a Connecticut corporation (the
"Company"), and Paul R. Kuhn (the "Executive").

     WHEREAS, the Company considers it essential to the best
interests of its shareholders to foster the continued employment
of key management personnel; and

     WHEREAS, the Board recognizes that the possibility of a
Change in Control exists and that such possibility, which will not
be addressed by an Employment Agreement, and the uncertainty and
questions which it may raise among management, may result in the
departure or distraction of management personnel to the detriment
of the Company and its shareholders; and

     WHEREAS, the Board has determined that appropriate steps
should be taken to reinforce and encourage the continued attention
and dedication of members of the Company's management, including
the Executive, to their assigned duties without the potential
distractions arising from the possibility of a Change in Control;
and

     WHEREAS, the Company and the Executive executed a Change in
Control Agreement dated August 2, 1999 (which was amended and
restated in its entirety as of November 16, 1999) as well as an
Employment Agreement, as amended; and

     WHEREAS, the parties desire to further amend and restate the
Change in Control Agreement in its entirety;

     NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, the Company and the Executive
hereby agree as follows:

     1.  Defined Terms.   The definitions of capitalized terms
used in this Agreement are provided in the last Section of this
Agreement.

     2.  Term.   [Intentionally Omitted]

     3.  Company's Covenants Summarized.   In order to induce the
Executive to remain in the employ of the Company and in
consideration of the Executive's continued employment, the Company
agrees, under the conditions described herein, to pay the
Executive the Severance Payments and the other payments and
benefits described in this Agreement.  Except as provided in

                             Page 1

EX-10

EXHIBIT 10g(iv)

                         Amendment No. 1
                              to
             Amended and Restated Employment Agreement

     This Amendment No. 1 is made as of February 17, 2004, by and
between Candace A. Clark  ("I", "me", or "my") and Kaman
Corporation ("Kaman" or "the Company").

                          WITNESSETH:

     WHEREAS, the Company and I entered into an Employment
Agreement dated as of September 20, 2001 (the "Employment
Agreement"); and

     WHEREAS, the parties desire to amend the Employment
Agreement as provided in this Amendment;

     NOW THEREFORE, in consideration of the mutual promises
contained in this Amendment, the Company and I agree as follows:

     1.  Section IV(a) 3) of the Agreement is hereby amended in
its entirety to read as follows:

        "3)  with regard to all restricted stock, stock
appreciation rights, stock option awards or long-term performance
awards that I may have received, (i) all restrictions with
respect to any restricted stock shall lapse; (ii) at my election,
to be made in writing on or before the Termination Date, either
(a) all stock appreciation rights and stock options shall be
deemed fully vested and then canceled in exchange for a cash
payment equal to the excess of the fair market value of the
shares of Kaman Corporation stock subject to the stock
appreciation right or stock option on the Termination Date over
the exercise price(s) of such stock appreciation rights or stock
options, or (b) all stock appreciation rights and stock options
shall be deemed fully vested and, following the Termination Date,
I shall have the right to exercise such stock appreciation rights
and stock options for the periods provided by the Kaman
Corporation 2003 Stock Incentive Plan, as amended; and (iii) each
long-term performance award shall be deemed fully vested and
fully earned and then shall be canceled in exchange for a cash
payment equal to 100% of the  target value of such award
multiplied by a fraction the numerator of which is the number of
days elapsing from the date of grant of such award to the
Termination Date and the denominator of which is the number of
days constituting the full term of such award; and"

     2.  Except as expressly modified herein, all provisions of
the Employment Agreement shall remain in full force and effect.


                             Page 1


In Witness Whereof, the parties have executed, or caused this
Amendment to be executed on his or its behalf.



                                   ------------------------------
                                   Candace A. Clark


                                   ------------------------------
                                   Date



Acknowledged and Agreed this 5th day of
March, 2004.


Kaman Corporation


/s/ Paul R. Kuhn
- ----------------------------
By  Paul R. Kuhn
Its President and Chief Executive Officer




























                             Page 2

EX-10

EXHIBIT 10g(v)


                         Amendment No. 1
                              to
             Amended and Restated Employment Agreement

     This Amendment No. 1 is made as of February 17, 2004, by and
between Ronald M. Galla  ("I", "me", or "my") and Kaman
Corporation ("Kaman" or "the Company").

                          WITNESSETH:

     WHEREAS, the Company and I entered into an Employment
Agreement dated as of September 20, 2001 (the "Employment
Agreement"); and

     WHEREAS, the parties desire to amend the Employment
Agreement as provided in this Amendment;

     NOW THEREFORE, in consideration of the mutual promises
contained in this Amendment, the Company and I agree as follows:

     1.  Section IV(a) 3) of the Agreement is hereby amended in
its entirety to read as follows:

        "3)  with regard to all restricted stock, stock
appreciation rights, stock option awards or long-term performance
awards that I may have received, (i) all restrictions with
respect to any restricted stock shall lapse; (ii) at my election,
to be made in writing on or before the Termination Date, either
(a) all stock appreciation rights and stock options shall be
deemed fully vested and then canceled in exchange for a cash
payment equal to the excess of the fair market value of the
shares of Kaman Corporation stock subject to the stock
appreciation right or stock option on the Termination Date over
the exercise price(s) of such stock appreciation rights or stock
options, or (b) all stock appreciation rights and stock options
shall be deemed fully vested and, following the Termination Date,
I shall have the right to exercise such stock appreciation rights
and stock options for the periods provided by the Kaman
Corporation 2003 Stock Incentive Plan, as amended; and (iii) each
long-term performance award shall be deemed fully vested and
fully earned and then shall be canceled in exchange for a cash
payment equal to 100% of the  target value of such award
multiplied by a fraction the numerator of which is the number of
days elapsing from the date of grant of such award to the
Termination Date and the denominator of which is the number of
days constituting the full term of such award; and"

     2.  Except as expressly modified herein, all provisions of
the Employment Agreement shall remain in full force and effect.

                             Page 1


In Witness Whereof, the parties have executed, or caused this
Amendment to be executed on his or its behalf.



                                   ------------------------------
                                   Ronald M. Galla


                                   ------------------------------
                                   Date



Acknowledged and Agreed this 5th day of
March, 2004.


Kaman Corporation


/s/ Paul R. Kuhn
- ----------------------------
By  Paul R. Kuhn
Its President and Chief Executive Officer




























                             Page 2

EX-10

EXHIBIT 10g(vi)


                         Amendment No. 1
                              to
             Amended and Restated Employment Agreement

     This Amendment No. 1 is made as of February 17, 2004, by and
between Robert M. Garneau  ("I", "me", or "my") and Kaman
Corporation ("Kaman" or "the Company").

                          WITNESSETH:

     WHEREAS, the Company and I entered into an Employment
Agreement dated as of September 20, 2001 (the "Employment
Agreement"); and

     WHEREAS, the parties desire to amend the Employment
Agreement as provided in this Amendment;

     NOW THEREFORE, in consideration of the mutual promises
contained in this Amendment, the Company and I agree as follows:

     1.  Section IV(a) 3) of the Agreement is hereby amended in
its entirety to read as follows:

        "3)  with regard to all restricted stock, stock
appreciation rights, stock option awards or long-term performance
awards that I may have received, (i) all restrictions with
respect to any restricted stock shall lapse; (ii) at my election,
to be made in writing on or before the Termination Date, either
(a) all stock appreciation rights and stock options shall be
deemed fully vested and then canceled in exchange for a cash
payment equal to the excess of the fair market value of the
shares of Kaman Corporation stock subject to the stock
appreciation right or stock option on the Termination Date over
the exercise price(s) of such stock appreciation rights or stock
options, or (b) all stock appreciation rights and stock options
shall be deemed fully vested and, following the Termination Date,
I shall have the right to exercise such stock appreciation rights
and stock options for the periods provided by the Kaman
Corporation 2003 Stock Incentive Plan, as amended; and (iii) each
long-term performance award shall be deemed fully vested and
fully earned and then shall be canceled in exchange for a cash
payment equal to 100% of the  target value of such award
multiplied by a fraction the numerator of which is the number of
days elapsing from the date of grant of such award to the
Termination Date and the denominator of which is the number of
days constituting the full term of such award; and"

     2.  Except as expressly modified herein, all provisions of
the Employment Agreement shall remain in full force and effect.

                             Page 1


In Witness Whereof, the parties have executed, or caused this
Amendment to be executed on his or its behalf.



                                   ------------------------------
                                   Robert M. Garneau


                                   ------------------------------
                                   Date



Acknowledged and Agreed this 5th day of
March, 2004.


Kaman Corporation


/s/ Paul R. Kuhn
- ----------------------------
By  Paul R. Kuhn
Its  President and Chief Executive Officer




























                             Page 2

EX-10

EXHIBIT 10g(vii)


                         Amendment No. 1
                              to
             Amended and Restated Employment Agreement

     This Amendment No. 1 is made as of February 17, 2004, by and
between T. Jack Cahill  ("I", "me", or "my") and Kaman Industrial
Technologies Corporation ("Kaman" or "the Company").

                          WITNESSETH:

     WHEREAS, the Company and I entered into an Employment
Agreement dated as of September 20, 2001 (the "Employment
Agreement"); and

     WHEREAS, the parties desire to amend the Employment
Agreement as provided in this Amendment;

     NOW THEREFORE, in consideration of the mutual promises
contained in this Amendment, the Company and I agree as follows:

     1.  Section IV(a) 3) of the Agreement is hereby amended in
its entirety to read as follows:

        "3)  with regard to all restricted stock, stock
appreciation rights, stock option awards or long-term performance
awards that I may have received, (i) all restrictions with
respect to any restricted stock shall lapse; (ii) at my election,
to be made in writing on or before the Termination Date, either
(a) all stock appreciation rights and stock options shall be
deemed fully vested and then canceled in exchange for a cash
payment equal to the excess of the fair market value of the
shares of Kaman Corporation stock subject to the stock
appreciation right or stock option on the Termination Date over
the exercise price(s) of such stock appreciation rights or stock
options, or (b) all stock appreciation rights and stock options
shall be deemed fully vested and, following the Termination Date,
I shall have the right to exercise such stock appreciation rights
and stock options for the periods provided by the Kaman
Corporation 2003 Stock Incentive Plan, as amended; and (iii) each
long-term performance award shall be deemed fully vested and
fully earned and then shall be canceled in exchange for a cash
payment equal to 100% of the  target value of such award
multiplied by a fraction the numerator of which is the number of
days elapsing from the date of grant of such award to the
Termination Date and the denominator of which is the number of
days constituting the full term of such award; and"

     2.  Except as expressly modified herein, all provisions of
the Employment Agreement shall remain in full force and effect.

                             Page 1


In Witness Whereof, the parties have executed, or caused this
Amendment to be executed on his or its behalf.



                                   ------------------------------
                                   T. Jack Cahill


                                   ------------------------------
                                   Date



Acknowledged and Agreed this 5th day of
March, 2004.


Kaman Industrial Technologies Corporation


/s/ Robert M. Garneau
- ----------------------------
By  Robert M. Garneau
Its Vice President




























                             Page 2

EX-10

EXHIBIT 10g(viii)


                         Amendment No. 2
                              to
             Amended and Restated Employment Agreement

     This Amendment No. 1 is made as of February 17, 2004, by and
between Joseph H. Lubenstein  ("I", "me", or "my") and Kaman
Aerospace Corporation ("Kaman" or "the Company").

                          WITNESSETH:

     WHEREAS, the Company and I entered into an Employment
Agreement dated as of July 9, 2001 as amended (the "Employment
Agreement"); and

     WHEREAS, the parties desire to amend the Employment
Agreement as provided in this Amendment;

     NOW THEREFORE, in consideration of the mutual promises
contained in this Amendment, the Company and I agree as follows:

     1.  Section IV(a) 3) of the Agreement is hereby amended in
its entirety to read as follows:

        "3)  with regard to all restricted stock, stock
appreciation rights, stock option awards or long-term performance
awards that I may have received, (i) all restrictions with
respect to any restricted stock shall lapse; (ii) at my election,
to be made in writing on or before the Termination Date, either
(a) all stock appreciation rights and stock options shall be
deemed fully vested and then canceled in exchange for a cash
payment equal to the excess of the fair market value of the
shares of Kaman Corporation stock subject to the stock
appreciation right or stock option on the Termination Date over
the exercise price(s) of such stock appreciation rights or stock
options, or (b) all stock appreciation rights and stock options
shall be deemed fully vested and, following the Termination Date,
I shall have the right to exercise such stock appreciation rights
and stock options for the periods provided by the Kaman
Corporation 2003 Stock Incentive Plan, as amended; and (iii) each
long-term performance award shall be deemed fully vested and
fully earned and then shall be canceled in exchange for a cash
payment equal to 100% of the  target value of such award
multiplied by a fraction the numerator of which is the number of
days elapsing from the date of grant of such award to the
Termination Date and the denominator of which is the number of
days constituting the full term of such award; and"

     2.  Except as expressly modified herein, all provisions of
the Employment Agreement shall remain in full force and effect.

                             Page 1


In Witness Whereof, the parties have executed, or caused this
Amendment to be executed on his or its behalf.



                                   ------------------------------
                                   Joseph H. Lubenstein


                                   ------------------------------
                                   Date



Acknowledged and Agreed this 5th day of
March, 2004.


Kaman Aerospace Corporation


/s/ Robert M. Garneau
- ----------------------------
By  Robert M. Garneau
Its  Vice President




























                             Page 2

EX-10

EXHIBIT 10g(ix)


                         Amendment No. 1
                              to
             Amended and Restated Employment Agreement

     This Amendment No. 1 is made as of February 17, 2004, by and
between Robert H. Saunders, Jr. ("I", "me", or "my") and Kaman
Music Corporation ("Kaman" or "the Company").

                          WITNESSETH:

     WHEREAS, the Company and I entered into an Employment
Agreement dated as of September 20, 2001 (the "Employment
Agreement"); and

     WHEREAS, the parties desire to amend the Employment
Agreement as provided in this Amendment;

     NOW THEREFORE, in consideration of the mutual promises
contained in this Amendment, the Company and I agree as follows:

     1.  Section IV(a) 3) of the Agreement is hereby amended in
its entirety to read as follows:

        "3)  with regard to all restricted stock, stock
appreciation rights, stock option awards or long-term performance
awards that I may have received, (i) all restrictions with
respect to any restricted stock shall lapse; (ii) at my election,
to be made in writing on or before the Termination Date, either
(a) all stock appreciation rights and stock options shall be
deemed fully vested and then canceled in exchange for a cash
payment equal to the excess of the fair market value of the
shares of Kaman Corporation stock subject to the stock
appreciation right or stock option on the Termination Date over
the exercise price(s) of such stock appreciation rights or stock
options, or (b) all stock appreciation rights and stock options
shall be deemed fully vested and, following the Termination Date,
I shall have the right to exercise such stock appreciation rights
and stock options for the periods provided by the Kaman
Corporation 2003 Stock Incentive Plan, as amended; and (iii) each
long-term performance award shall be deemed fully vested and
fully earned and then shall be canceled in exchange for a cash
payment equal to 100% of the  target value of such award
multiplied by a fraction the numerator of which is the number of
days elapsing from the date of grant of such award to the
Termination Date and the denominator of which is the number of
days constituting the full term of such award; and"

     2.  Except as expressly modified herein, all provisions of
the Employment Agreement shall remain in full force and effect.

                             Page 1


In Witness Whereof, the parties have executed, or caused this
Amendment to be executed on his or its behalf.



                                   ------------------------------
                                   Robert H. Saunders, Jr.


                                   ------------------------------
                                   Date



Acknowledged and Agreed this 5th day of
March, 2004.


Kaman Music Corporation


/s/ Robert M. Garneau
- ----------------------------
By  Robert M. Garneau
Its  Vice President




























                             Page 2

EX-10

EXHIBIT 10g(x)


           Second Addendum to Change In Control Agreement
           ----------------------------------------------

     This Second Addendum is made as of November 11, 2003 by and
between KAMAN CORPORATION, a Connecticut corporation (the
"Company"), and Candace A. Clark (the "Executive").

     WHEREAS, the Company and the Executive entered into a Change
in Control Agreement (the "Agreement") dated as of September 21,
1999; and

     WHEREAS, the Company and the Executive entered into an
Addendum to Change in Control Agreement dated as of September 11,
2001; and

     WHEREAS, the Company and the Executive desire to further
amend the Agreement as previously amended as hereinafter provided;

     NOW, THEREFORE, in consideration of the premises and the
mutual understandings herein contained, the Company and the
Executive hereby further agree as follows:

     1.  Section 5.1(c) of the Agreement is hereby amended in its
entirety to read as follows:

         "(c)  Notwithstanding any provision to the contrary in
any plan or agreement maintained by or through the Company
pursuant to which the Executive has been granted restricted stock,
stock options, stock appreciation rights or long-term performance
awards, effective on the Date of Termination, (i) all restrictions
with respect to any restricted stock shall lapse, (ii) all stock
appreciation rights and stock options shall be deemed fully vested
and then canceled in exchange for a cash payment equal to the
excess of the fair market value of the shares of Company stock
subject to the stock appreciation right or stock option on the
date of the Change in Control, over the exercise price(s) of such
stock appreciation rights or stock options, and (iii) all long-
term performance awards shall be deemed fully vested and fully
earned and then shall be canceled in exchange for a cash payment
equal to 100% of the target value of each such award."

     2.  Section 15(g) of the Agreement is hereby amended in its
entirety to read as follows:

         "(g)  Any of the following events shall constitute the
     occurrence of a "Change in Control" for purposes of this
     Agreement:



                             Page 1


              (I)  any Person (as defined below) is or becomes the
     Beneficial Owner (as defined in Rule 13d-3 under the Exchange
     Act), directly or indirectly, of securities of the Company
     representing 35% or more of the then outstanding securities
     of the Company generally entitled to vote in the election of
     directors of the Company, excluding any Person who becomes
     such a Beneficial Owner in connection with a transaction
     described in clause (i) of paragraph (III) below; or

              (II)  the following individuals cease for any reason
     to constitute a majority of the number of directors then
     serving: individuals who, on November 1, 2003, constituted
     the Board and any new director (other than a director whose
     initial assumption of office is a result of an actual or
     threatened election contest, including but not limited to a
     consent solicitation, relating to the election of directors
     of the Company and whose appointment or election was not
     approved by at least two-thirds (2/3) of the directors of the
     Company in office immediately prior to any such contest)
     whose appointment or election by the Board or nomination for
     election by the Company's stockholders was approved or
     recommended by a vote of at least two-thirds (2/3) of the
     directors then in office;  or

              (III)  there is consummated a Merger of the Company
     with any other business entity, other than (i) a Merger which
     would result in the securities of the Company generally
     entitled to vote in the election of directors of the Company
     outstanding immediately prior to such Merger continuing to
     represent (either by remaining outstanding or by being
     converted into such securities of the surviving entity or any
     parent thereof), in combination with the ownership of any
     trustee or other fiduciary holding such securities under an
     employee benefit plan of the Company or any Subsidiary of the
     Company, at least 65% of the securities of the Company or
     such surviving entity or any parent thereof outstanding
     immediately after such Merger, generally entitled to vote in
     the election of directors of the Company or such surviving
     entity or any parent thereof and, in the case of such
     surviving entity or any parent thereof, of a class registered
     under Section 12 of the Exchange Act, or (ii) a Merger
     effected to implement a recapitalization of the Company (or
     similar transaction) in which no Person is or becomes the
     Beneficial Owner, directly or indirectly, of securities of
     the Company representing 35% or more of the then outstanding
     securities of the Company generally entitled to vote in the
     election of directors of the Company; or

              (IV)  (i)   the stockholders of the Company approve
     a plan of complete liquidation or dissolution of the Company
     or there is consummated the sale or disposition by the
     Company of all or substantially all of the Company's assets,

                             Page 2


     other than a sale or disposition by the Company of all or
     substantially all of the Company's assets to an entity where
     the outstanding securities generally entitled to vote in the
     election of directors of the Company immediately prior to the
     sale continue to represent (either by remaining outstanding
     or by being converted into such securities of the surviving
     entity or any parent thereof) 65% or more of the outstanding
     securities of such entity generally entitled to vote in the
     election of directors immediately after such sale and of a
     class registered under Section 12 of the Exchange Act, or
     (ii) a disposition or divestiture by the Company or any
     Subsidiary of the Company to any Person of either Kaman
     Aerospace Corporation or Kaman Industrial Technologies
     Corporation, including, without intending to limit the
     foregoing, any such disposition or divestiture effected by
     (a) a sale of all or substantially all of the securities or
     all or substantially all of the assets of either Kaman
     Aerospace Corporation or Kaman Industrial Technologies
     Corporation, (b) the Merger of either Kaman Aerospace
     Corporation or Kaman Industrial Technologies Corporation with
     or into any Person, other than a Merger which would result in
     the voting securities of the Subsidiary party to such Merger
     outstanding immediately prior to such Merger continuing to
     represent (either by remaining outstanding or by being
     converted into voting securities of the surviving entity or
     any parent thereof) at least 65% of the securities of such
     Subsidiary or such surviving entity or any parent thereof
     outstanding immediately after such Merger and generally
     entitled to vote in the election of directors of the
     Subsidiary or such surviving entity or parent thereof, or (c)
     a spin off, dividend or other distribution of all or
     substantially all of the securities or all or substantially
     all of the assets (or of the stock of a business entity
     owning such securities or assets) of either Kaman Aerospace
     Corporation or Kaman Industrial Technologies Corporation to
     the Company's stockholders.

          Within five (5) days after a Change in Control has
     occurred, the Company shall deliver to the Executive  a
     written statement memorializing the date that the Change in
     Control occurred."

     3.  Section 15(h) of the Agreement is amended in its entirety
to read as follows:

         "(h)	"Code" shall mean the Internal Revenue Code of
     1986, as amended from time to time, and any successor Code,
     and related rules, regulations and interpretations."

     4.  Paragraph 15(o) is amended by amending the introductory
clause thereof as follows:


                             Page 3


         "(o)  "Good Reason" for termination by the Executive of
     the Executive's employment shall mean the occurrence (without
     the Executive's express written consent) after any Change in
     Control (if more than one Change in Control has occurred, any
     reference to a Change in Control in this subsection (o) shall
     refer to the most recent Change in Control), of any one of
     the following acts by the Company, or failures by the Company
     to act, unless, in the case of any act or failure to act
     described in paragraph (I), (V), (VI), or (VII) below, such
     act or failure to act is corrected prior to the Date of
     Termination specified in the Notice of Termination given in
     respect thereof:"

     5.  A new definition of the term "Merger" is hereby added to
the Agreement as new Section 15(x).  Such new Section 15(x) shall
read in its entirety as follows:

         "(x)   "Merger" means a merger, share exchange,
     consolidation or similar business combination under
     applicable law."

     6.  The definition of the term "Person" appearing in the
Agreement as Section 15(r) is hereby amended in its entirety to
read as follows:

         "(r)  "Person" shall have the meaning given in Section
     3(a)(9) of the Exchange Act, as modified and used in Sections
     13(d) and 14(d) thereof, except that such term shall not
     include (i) the Company or any of its direct or indirect
     Subsidiaries, (ii) a trustee or other fiduciary holding
     securities under an employee benefit plan of the Company,
     (iii) an underwriter temporarily holding securities pursuant
     to an offering of such securities, (iv) a corporation owned,
     directly or indirectly, by the stockholders of the Company in
     substantially the same proportions and with substantially the
     same voting rights as their ownership and voting rights with
     respect to the Company, (v) the voting trust established
     pursuant to a Voting Trust Agreement dated August 14, 2000
     between John C. Yavis, Jr., as General Partner of Newgate
     Associates Limited Partnership and the trustees named therein
     (the "Newgate Voting Trust"), provided that the following
     individuals continue to constitute a majority of the voting
     trustees of that voting trust: individuals serving as
     trustees of the Newgate Voting Trust as of November 1, 2003
     and individuals designated by the Board in accordance with
     the terms of that voting trust, provided no Change in Control
     pursuant to Section 15(g)(II) of this Agreement has occurred,
     (vi) the individuals referred to in the immediately preceding
     subsection (v) solely with respect to their status as
     Beneficial Owners of securities of the Company subject to the
     Newgate Voting Trust, (vii) Charles H. Kaman, any individual
     to whom he has directly granted a general power of attorney,

                             Page 4


     or any entity created or controlled by him, provided that he
     and/or any attorneys-in-fact appointed directly by him
     possess and exercise, in person or by proxy solicited by the
     Board, the right to vote all securities of the Company
     generally entitled to vote in the election of directors of
     the Company, of which he, any such holder of his general
     power of attorney, or any such entity is the Beneficial
     Owner, and (viii) the holder of a general power of attorney
     and the attorneys-in-fact referred to in the immediately
     preceding subsection (vii) solely with respect to their
     status as Beneficial Owners of securities of the Company
     because of their appointment as such."

     7.  Section 15(t) is amended in its entirety to read as
follows:

         "(t)  "Subsidiary" shall mean any corporation within the
     meaning of Section 424(f) of the Code."

     8.  Except as expressly modified herein, all provisions of
the Agreement, as previously amended, shall remain in full force
and effect.

     IN WITNESS WHEREOF, the parties have executed this Second
Addendum as of the date and year first above written.


                                   KAMAN CORPORATION

- ---------------------------        By: /s/ Paul R. Kuhn
Candace A. Clark                   ----------------------------
                                   Name:   Paul R. Kuhn
                                   Title:  President & CEO

Address:

290 Waterville Road
Avon, CT   06001















                             Page 5

EX-10

EXHIBIT 10g(xi)


           Second Addendum to Change In Control Agreement
           ----------------------------------------------

     This Second Addendum is made as of November 11, 2003 by and
between KAMAN CORPORATION, a Connecticut corporation (the
"Company"), and Ronald M. Galla (the "Executive").

     WHEREAS, the Company and the Executive entered into a Change
in Control Agreement (the "Agreement") dated as of September 21,
1999; and

     WHEREAS, the Company and the Executive entered into an
Addendum to Change in Control Agreement dated as of September 11,
2001; and

     WHEREAS, the Company and the Executive desire to further
amend the Agreement as previously amended as hereinafter provided;

     NOW, THEREFORE, in consideration of the premises and the
mutual understandings herein contained, the Company and the
Executive hereby further agree as follows:

     1.  Section 5.1(c) of the Agreement is hereby amended in its
entirety to read as follows:

         "(c)  Notwithstanding any provision to the contrary in
any plan or agreement maintained by or through the Company
pursuant to which the Executive has been granted restricted stock,
stock options, stock appreciation rights or long-term performance
awards, effective on the Date of Termination, (i) all restrictions
with respect to any restricted stock shall lapse, (ii) all stock
appreciation rights and stock options shall be deemed fully vested
and then canceled in exchange for a cash payment equal to the
excess of the fair market value of the shares of Company stock
subject to the stock appreciation right or stock option on the
date of the Change in Control, over the exercise price(s) of such
stock appreciation rights or stock options, and (iii) all long-
term performance awards shall be deemed fully vested and fully
earned and then shall be canceled in exchange for a cash payment
equal to 100% of the target value of each such award."

     2.  Section 15(g) of the Agreement is hereby amended in its
entirety to read as follows:

         "(g)  Any of the following events shall constitute the
     occurrence of a "Change in Control" for purposes of this
     Agreement:



                             Page 1


              (I)  any Person (as defined below) is or becomes the
     Beneficial Owner (as defined in Rule 13d-3 under the Exchange
     Act), directly or indirectly, of securities of the Company
     representing 35% or more of the then outstanding securities
     of the Company generally entitled to vote in the election of
     directors of the Company, excluding any Person who becomes
     such a Beneficial Owner in connection with a transaction
     described in clause (i) of paragraph (III) below; or

              (II)  the following individuals cease for any reason
     to constitute a majority of the number of directors then
     serving: individuals who, on November 1, 2003, constituted
     the Board and any new director (other than a director whose
     initial assumption of office is a result of an actual or
     threatened election contest, including but not limited to a
     consent solicitation, relating to the election of directors
     of the Company and whose appointment or election was not
     approved by at least two-thirds (2/3) of the directors of the
     Company in office immediately prior to any such contest)
     whose appointment or election by the Board or nomination for
     election by the Company's stockholders was approved or
     recommended by a vote of at least two-thirds (2/3) of the
     directors then in office;  or

              (III)  there is consummated a Merger of the Company
     with any other business entity, other than (i) a Merger which
     would result in the securities of the Company generally
     entitled to vote in the election of directors of the Company
     outstanding immediately prior to such Merger continuing to
     represent (either by remaining outstanding or by being
     converted into such securities of the surviving entity or any
     parent thereof), in combination with the ownership of any
     trustee or other fiduciary holding such securities under an
     employee benefit plan of the Company or any Subsidiary of the
     Company, at least 65% of the securities of the Company or
     such surviving entity or any parent thereof outstanding
     immediately after such Merger, generally entitled to vote in
     the election of directors of the Company or such surviving
     entity or any parent thereof and, in the case of such
     surviving entity or any parent thereof, of a class registered
     under Section 12 of the Exchange Act, or (ii) a Merger
     effected to implement a recapitalization of the Company (or
     similar transaction) in which no Person is or becomes the
     Beneficial Owner, directly or indirectly, of securities of
     the Company representing 35% or more of the then outstanding
     securities of the Company generally entitled to vote in the
     election of directors of the Company; or

              (IV)  (i)   the stockholders of the Company approve
     a plan of complete liquidation or dissolution of the Company
     or there is consummated the sale or disposition by the
     Company of all or substantially all of the Company's assets,

                             Page 2


     other than a sale or disposition by the Company of all or
     substantially all of the Company's assets to an entity where
     the outstanding securities generally entitled to vote in the
     election of directors of the Company immediately prior to the
     sale continue to represent (either by remaining outstanding
     or by being converted into such securities of the surviving
     entity or any parent thereof) 65% or more of the outstanding
     securities of such entity generally entitled to vote in the
     election of directors immediately after such sale and of a
     class registered under Section 12 of the Exchange Act, or
     (ii) a disposition or divestiture by the Company or any
     Subsidiary of the Company to any Person of either Kaman
     Aerospace Corporation or Kaman Industrial Technologies
     Corporation, including, without intending to limit the
     foregoing, any such disposition or divestiture effected by
     (a) a sale of all or substantially all of the securities or
     all or substantially all of the assets of either Kaman
     Aerospace Corporation or Kaman Industrial Technologies
     Corporation, (b) the Merger of either Kaman Aerospace
     Corporation or Kaman Industrial Technologies Corporation with
     or into any Person, other than a Merger which would result in
     the voting securities of the Subsidiary party to such Merger
     outstanding immediately prior to such Merger continuing to
     represent (either by remaining outstanding or by being
     converted into voting securities of the surviving entity or
     any parent thereof) at least 65% of the securities of such
     Subsidiary or such surviving entity or any parent thereof
     outstanding immediately after such Merger and generally
     entitled to vote in the election of directors of the
     Subsidiary or such surviving entity or parent thereof, or (c)
     a spin off, dividend or other distribution of all or
     substantially all of the securities or all or substantially
     all of the assets (or of the stock of a business entity
     owning such securities or assets) of either Kaman Aerospace
     Corporation or Kaman Industrial Technologies Corporation to
     the Company's stockholders.

          Within five (5) days after a Change in Control has
     occurred, the Company shall deliver to the Executive  a
     written statement memorializing the date that the Change in
     Control occurred."

     3.  Section 15(h) of the Agreement is amended in its entirety
to read as follows:

         "(h)	"Code" shall mean the Internal Revenue Code of
     1986, as amended from time to time, and any successor Code,
     and related rules, regulations and interpretations."

     4.  Paragraph 15(o) is amended by amending the introductory
clause thereof as follows:


                             Page 3


         "(o)  "Good Reason" for termination by the Executive of
     the Executive's employment shall mean the occurrence (without
     the Executive's express written consent) after any Change in
     Control (if more than one Change in Control has occurred, any
     reference to a Change in Control in this subsection (o) shall
     refer to the most recent Change in Control), of any one of
     the following acts by the Company, or failures by the Company
     to act, unless, in the case of any act or failure to act
     described in paragraph (I), (V), (VI), or (VII) below, such
     act or failure to act is corrected prior to the Date of
     Termination specified in the Notice of Termination given in
     respect thereof:"

     5.  A new definition of the term "Merger" is hereby added to
the Agreement as new Section 15(x).  Such new Section 15(x) shall
read in its entirety as follows:

         "(x)   "Merger" means a merger, share exchange,
     consolidation or similar business combination under
     applicable law."

     6.  The definition of the term "Person" appearing in the
Agreement as Section 15(r) is hereby amended in its entirety to
read as follows:

         "(r)  "Person" shall have the meaning given in Section
     3(a)(9) of the Exchange Act, as modified and used in Sections
     13(d) and 14(d) thereof, except that such term shall not
     include (i) the Company or any of its direct or indirect
     Subsidiaries, (ii) a trustee or other fiduciary holding
     securities under an employee benefit plan of the Company,
     (iii) an underwriter temporarily holding securities pursuant
     to an offering of such securities, (iv) a corporation owned,
     directly or indirectly, by the stockholders of the Company in
     substantially the same proportions and with substantially the
     same voting rights as their ownership and voting rights with
     respect to the Company, (v) the voting trust established
     pursuant to a Voting Trust Agreement dated August 14, 2000
     between John C. Yavis, Jr., as General Partner of Newgate
     Associates Limited Partnership and the trustees named therein
     (the "Newgate Voting Trust"), provided that the following
     individuals continue to constitute a majority of the voting
     trustees of that voting trust: individuals serving as
     trustees of the Newgate Voting Trust as of November 1, 2003
     and individuals designated by the Board in accordance with
     the terms of that voting trust, provided no Change in Control
     pursuant to Section 15(g)(II) of this Agreement has occurred,
     (vi) the individuals referred to in the immediately preceding
     subsection (v) solely with respect to their status as
     Beneficial Owners of securities of the Company subject to the
     Newgate Voting Trust, (vii) Charles H. Kaman, any individual
     to whom he has directly granted a general power of attorney,

                             Page 4


     or any entity created or controlled by him, provided that he
     and/or any attorneys-in-fact appointed directly by him
     possess and exercise, in person or by proxy solicited by the
     Board, the right to vote all securities of the Company
     generally entitled to vote in the election of directors of
     the Company, of which he, any such holder of his general
     power of attorney, or any such entity is the Beneficial
     Owner, and (viii) the holder of a general power of attorney
     and the attorneys-in-fact referred to in the immediately
     preceding subsection (vii) solely with respect to their
     status as Beneficial Owners of securities of the Company
     because of their appointment as such."

     7.  Section 15(t) is amended in its entirety to read as
follows:

         "(t)  "Subsidiary" shall mean any corporation within the
     meaning of Section 424(f) of the Code."

     8.  Except as expressly modified herein, all provisions of
the Agreement, as previously amended, shall remain in full force
and effect.

     IN WITNESS WHEREOF, the parties have executed this Second
Addendum as of the date and year first above written.


                                   KAMAN CORPORATION

- ---------------------------        By: /s/ Paul R. Kuhn
Ronald M. Galla                    ------------------------------
                                   Name:  Paul R. Kuhn
                                   Title: President & CEO

Address:

757 Palisado Avenue
Windsor, CT   06095















                             Page 5

EX-10

EXHIBIT 10g(xii)


           Second Addendum to Change In Control Agreement
           ----------------------------------------------

     This Second Addendum is made as of November 11, 2003 by and
between KAMAN CORPORATION, a Connecticut corporation (the
"Company"), and Robert M. Garneau (the "Executive").

     WHEREAS, the Company and the Executive entered into a Change
in Control Agreement (the "Agreement") dated as of September 21,
1999; and

     WHEREAS, the Company and the Executive entered into an
Addendum to Change in Control Agreement dated as of September 11,
2001; and

     WHEREAS, the Company and the Executive desire to further
amend the Agreement as previously amended as hereinafter provided;

     NOW, THEREFORE, in consideration of the premises and the
mutual understandings herein contained, the Company and the
Executive hereby further agree as follows:

     1.  Section 5.1(c) of the Agreement is hereby amended in its
entirety to read as follows:

         "(c)  Notwithstanding any provision to the contrary in
any plan or agreement maintained by or through the Company
pursuant to which the Executive has been granted restricted stock,
stock options, stock appreciation rights or long-term performance
awards, effective on the Date of Termination, (i) all restrictions
with respect to any restricted stock shall lapse, (ii) all stock
appreciation rights and stock options shall be deemed fully vested
and then canceled in exchange for a cash payment equal to the
excess of the fair market value of the shares of Company stock
subject to the stock appreciation right or stock option on the
date of the Change in Control, over the exercise price(s) of such
stock appreciation rights or stock options, and (iii) all long-
term performance awards shall be deemed fully vested and fully
earned and then shall be canceled in exchange for a cash payment
equal to 100% of the target value of each such award."

     2.  Section 15(g) of the Agreement is hereby amended in its
entirety to read as follows:

         "(g)  Any of the following events shall constitute the
     occurrence of a "Change in Control" for purposes of this
     Agreement:



                             Page 1


              (I)  any Person (as defined below) is or becomes the
     Beneficial Owner (as defined in Rule 13d-3 under the Exchange
     Act), directly or indirectly, of securities of the Company
     representing 35% or more of the then outstanding securities
     of the Company generally entitled to vote in the election of
     directors of the Company, excluding any Person who becomes
     such a Beneficial Owner in connection with a transaction
     described in clause (i) of paragraph (III) below; or

              (II)  the following individuals cease for any reason
     to constitute a majority of the number of directors then
     serving: individuals who, on November 1, 2003, constituted
     the Board and any new director (other than a director whose
     initial assumption of office is a result of an actual or
     threatened election contest, including but not limited to a
     consent solicitation, relating to the election of directors
     of the Company and whose appointment or election was not
     approved by at least two-thirds (2/3) of the directors of the
     Company in office immediately prior to any such contest)
     whose appointment or election by the Board or nomination for
     election by the Company's stockholders was approved or
     recommended by a vote of at least two-thirds (2/3) of the
     directors then in office;  or

              (III)  there is consummated a Merger of the Company
     with any other business entity, other than (i) a Merger which
     would result in the securities of the Company generally
     entitled to vote in the election of directors of the Company
     outstanding immediately prior to such Merger continuing to
     represent (either by remaining outstanding or by being
     converted into such securities of the surviving entity or any
     parent thereof), in combination with the ownership of any
     trustee or other fiduciary holding such securities under an
     employee benefit plan of the Company or any Subsidiary of the
     Company, at least 65% of the securities of the Company or
     such surviving entity or any parent thereof outstanding
     immediately after such Merger, generally entitled to vote in
     the election of directors of the Company or such surviving
     entity or any parent thereof and, in the case of such
     surviving entity or any parent thereof, of a class registered
     under Section 12 of the Exchange Act, or (ii) a Merger
     effected to implement a recapitalization of the Company (or
     similar transaction) in which no Person is or becomes the
     Beneficial Owner, directly or indirectly, of securities of
     the Company representing 35% or more of the then outstanding
     securities of the Company generally entitled to vote in the
     election of directors of the Company; or

              (IV)  (i)   the stockholders of the Company approve
     a plan of complete liquidation or dissolution of the Company
     or there is consummated the sale or disposition by the
     Company of all or substantially all of the Company's assets,

                             Page 2


     other than a sale or disposition by the Company of all or
     substantially all of the Company's assets to an entity where
     the outstanding securities generally entitled to vote in the
     election of directors of the Company immediately prior to the
     sale continue to represent (either by remaining outstanding
     or by being converted into such securities of the surviving
     entity or any parent thereof) 65% or more of the outstanding
     securities of such entity generally entitled to vote in the
     election of directors immediately after such sale and of a
     class registered under Section 12 of the Exchange Act, or
     (ii) a disposition or divestiture by the Company or any
     Subsidiary of the Company to any Person of either Kaman
     Aerospace Corporation or Kaman Industrial Technologies
     Corporation, including, without intending to limit the
     foregoing, any such disposition or divestiture effected by
     (a) a sale of all or substantially all of the securities or
     all or substantially all of the assets of either Kaman
     Aerospace Corporation or Kaman Industrial Technologies
     Corporation, (b) the Merger of either Kaman Aerospace
     Corporation or Kaman Industrial Technologies Corporation with
     or into any Person, other than a Merger which would result in
     the voting securities of the Subsidiary party to such Merger
     outstanding immediately prior to such Merger continuing to
     represent (either by remaining outstanding or by being
     converted into voting securities of the surviving entity or
     any parent thereof) at least 65% of the securities of such
     Subsidiary or such surviving entity or any parent thereof
     outstanding immediately after such Merger and generally
     entitled to vote in the election of directors of the
     Subsidiary or such surviving entity or parent thereof, or (c)
     a spin off, dividend or other distribution of all or
     substantially all of the securities or all or substantially
     all of the assets (or of the stock of a business entity
     owning such securities or assets) of either Kaman Aerospace
     Corporation or Kaman Industrial Technologies Corporation to
     the Company's stockholders.

          Within five (5) days after a Change in Control has
     occurred, the Company shall deliver to the Executive  a
     written statement memorializing the date that the Change in
     Control occurred."

     3.  Section 15(h) of the Agreement is amended in its entirety
to read as follows:

         "(h)  "Code" shall mean the Internal Revenue Code of
     1986, as amended from time to time, and any successor Code,
     and related rules, regulations and interpretations."

     4.  Paragraph 15(o) is amended by amending the introductory
clause thereof as follows:


                             Page 3


         "(o)  "Good Reason" for termination by the Executive of
     the Executive's employment shall mean the occurrence (without
     the Executive's express written consent) after any Change in
     Control (if more than one Change in Control has occurred, any
     reference to a Change in Control in this subsection (o) shall
     refer to the most recent Change in Control), of any one of
     the following acts by the Company, or failures by the Company
     to act, unless, in the case of any act or failure to act
     described in paragraph (I), (V), (VI), or (VII) below, such
     act or failure to act is corrected prior to the Date of
     Termination specified in the Notice of Termination given in
     respect thereof:"

     5.  A new definition of the term "Merger" is hereby added to
the Agreement as new Section 15(x).  Such new Section 15(x) shall
read in its entirety as follows:

         "(x)   "Merger" means a merger, share exchange,
     consolidation or similar business combination under
     applicable law."

     6.  The definition of the term "Person" appearing in the
Agreement as Section 15(r) is hereby amended in its entirety to
read as follows:

         "(r)  "Person" shall have the meaning given in Section
     3(a)(9) of the Exchange Act, as modified and used in Sections
     13(d) and 14(d) thereof, except that such term shall not
     include (i) the Company or any of its direct or indirect
     Subsidiaries, (ii) a trustee or other fiduciary holding
     securities under an employee benefit plan of the Company,
     (iii) an underwriter temporarily holding securities pursuant
     to an offering of such securities, (iv) a corporation owned,
     directly or indirectly, by the stockholders of the Company in
     substantially the same proportions and with substantially the
     same voting rights as their ownership and voting rights with
     respect to the Company, (v) the voting trust established
     pursuant to a Voting Trust Agreement dated August 14, 2000
     between John C. Yavis, Jr., as General Partner of Newgate
     Associates Limited Partnership and the trustees named therein
     (the "Newgate Voting Trust"), provided that the following
     individuals continue to constitute a majority of the voting
     trustees of that voting trust: individuals serving as
     trustees of the Newgate Voting Trust as of November 1, 2003
     and individuals designated by the Board in accordance with
     the terms of that voting trust, provided no Change in Control
     pursuant to Section 15(g)(II) of this Agreement has occurred,
     (vi) the individuals referred to in the immediately preceding
     subsection (v) solely with respect to their status as
     Beneficial Owners of securities of the Company subject to the
     Newgate Voting Trust, (vii) Charles H. Kaman, any individual
     to whom he has directly granted a general power of attorney,

                             Page 4


     or any entity created or controlled by him, provided that he
     and/or any attorneys-in-fact appointed directly by him
     possess and exercise, in person or by proxy solicited by the
     Board, the right to vote all securities of the Company
     generally entitled to vote in the election of directors of
     the Company, of which he, any such holder of his general
     power of attorney, or any such entity is the Beneficial
     Owner, and (viii) the holder of a general power of attorney
     and the attorneys-in-fact referred to in the immediately
     preceding subsection (vii) solely with respect to their
     status as Beneficial Owners of securities of the Company
     because of their appointment as such."

     7.  Section 15(t) is amended in its entirety to read as
follows:

         "(t)  "Subsidiary" shall mean any corporation within the
     meaning of Section 424(f) of the Code."

     8.  Except as expressly modified herein, all provisions of
the Agreement, as previously amended, shall remain in full force
and effect.

     IN WITNESS WHEREOF, the parties have executed this Second
Addendum as of the date and year first above written.


                                   KAMAN CORPORATION

- ---------------------------        By: /s/ Paul R. Kuhn
Robert M. Garneau                  ---------------------------
                                   Name:  Paul R. Kuhn
                                   Title: President & CEO

Address:

47 Bittersweet Lane
South Glastonbury, CT   06073-2401















                             Page 5

EX-10

EXHIBIT 10g(xiii)

           Second Addendum to Change In Control Agreement
           ----------------------------------------------

     This Second Addendum is made as of November 11, 2003 by and
between Kaman Industrial Technologies Corporation, a Connecticut
corporation (the "Company"), and T. Jack Cahill (the "Executive").

     WHEREAS, the Company and the Executive entered into a Change
in Control Agreement (the "Agreement") dated as of September 21,
1999; and

     WHEREAS, the Company and the Executive entered into an
Addendum to Change in Control Agreement dated as of September 11,
2001; and

     WHEREAS, the Company and the Executive desire to further
amend the Agreement as previously amended as hereinafter provided;

     NOW, THEREFORE, in consideration of the premises and the
mutual understandings herein contained, the Company and the
Executive hereby further agree as follows:

     1.  Section 5.1(c) of the Agreement is hereby amended in its
entirety to read as follows:

         "(c)  Notwithstanding any provision to the contrary in
any plan or agreement maintained by or through the Company
pursuant to which the Executive has been granted restricted stock,
stock options, stock appreciation rights or long-term performance
awards, effective on the Date of Termination, (i) all restrictions
with respect to any restricted stock shall lapse, (ii) all stock
appreciation rights and stock options shall be deemed fully vested
and then canceled in exchange for a cash payment equal to the
excess of the fair market value of the shares of Company stock
subject to the stock appreciation right or stock option on the
date of the Change in Control, over the exercise price(s) of such
stock appreciation rights or stock options, and (iii) all long-
term performance awards shall be deemed fully vested and fully
earned and then shall be canceled in exchange for a cash payment
equal to 100% of the target value of each such award."

     2.  Section 15(g) of the Agreement is hereby amended in its
entirety to read as follows:

         "(g)  Any of the following events shall constitute the
     occurrence of a  "Change in Control" for purposes of this
     Agreement:

              (I)  any Person (as defined below) is or becomes the
     Beneficial Owner (as defined in Rule 13d-3 under the Exchange

                             Page 1


     Act), directly or indirectly, of securities of  (i) the
     Parent Company representing 35% or more of the then
     outstanding securities of the Parent Company
     generally entitled to vote in the election of directors of
     the Parent Company, excluding any Person who becomes such a
     Beneficial Owner in connection with a transaction described
     in clause (i) of paragraph (II) below, or  (ii)  any Person
     is or becomes the Beneficial Owner, directly or indirectly,
     of securities of  (i) the Company representing 35% or more of
     the then outstanding securities of the Company generally
     entitled to vote in the election of directors of the Company,
     excluding any Person who becomes such a Beneficial Owner in
     connection with a transaction described in clause (i) of
     paragraph (III) below;  or

              (II)  there is consummated a Merger of the Parent
     Company with any other business entity, other than (i) a
     Merger which would result in the securities of the Parent
     Company generally entitled to vote in the election of
     directors of the Parent Company outstanding immediately prior
     to such Merger continuing to represent (either by remaining
     outstanding or by being converted into such securities of the
     surviving entity or any parent thereof), in combination with
     the ownership of any trustee or other fiduciary holding such
     securities under an employee benefit plan of the Parent
     Company or any Subsidiary of the Parent Company, at least 65%
     of the securities of the Parent Company or such surviving
     entity or any parent thereof outstanding immediately after
     such Merger and generally entitled to vote in the election of
     directors of the Parent Company or such surviving entity or
     any parent thereof and, in the case of such surviving entity
     or any parent thereof, of a class registered under Section 12
     of the Exchange Act, or (ii) a Merger effected to implement a
     recapitalization of the Parent Company (or similar
     transaction) in which no Person is or becomes the Beneficial
     Owner, directly or indirectly, of securities of the Parent
     Company representing 35% or more of the then outstanding
     securities of the Parent Company generally entitled to vote
     in the election of directors of the Parent Company; or

             (III)  there is consummated a Merger of the Company
     with any other business entity, other than (i) a Merger which
     would result in the securities of the Company generally
     entitled to vote in the election of directors of the Company
     outstanding immediately prior to such Merger continuing to
     represent (either by remaining outstanding or by being
     converted into such securities of the surviving entity or any
     parent thereof), in combination with the ownership of any
     trustee or other fiduciary holding such securities under an
     employee benefit plan of the Company or any Subsidiary of the
     Company, at least 65% of the securities of the Company or
     such surviving entity or any parent thereof outstanding

                             Page 2


     immediately after such Merger and generally entitled to vote
     in the election of directors of the Company or such surviving
     entity or any parent thereof, or (ii) a Merger effected to
     implement a recapitalization of the Company (or similar
     transaction) in which no Person is or becomes the Beneficial
     Owner, directly or indirectly, of securities of the Company
     representing 35% or more of the then outstanding securities
     of the Company generally entitled to vote in the election of
     directors of the Company, (iii) any Merger with another
     direct or indirect Subsidiary of the Parent Company, or (iv)
     any Merger of the Company with a Subsidiary of the Company;

              (IV)  the stockholders of the Parent Company approve
     a plan of complete liquidation or dissolution of the Parent
     Company or there is consummated the sale or disposition by
     the Parent Company of all or substantially all of the Parent
     Company's assets, other than a sale or disposition by the
     Parent Company of all or substantially all of the Parent
     Company's assets to an entity where the outstanding
     securities generally entitled to vote in the election of
     directors of the Parent Company immediately prior to the sale
     continue to represent (either by remaining outstanding or by
     being converted into such securities of the surviving entity
     or any parent thereof) 65% or more of the outstanding
     securities of such entity generally entitled to vote in the
     election of directors immediately after such sale and of a
     class registered under Section 12 of the Exchange Act;

              (V)  the following individuals cease for any reason
     to constitute a majority of the number of directors of the
     board of directors of the Parent Company then serving:
     individuals who, on November 1, 2003, constituted the board
     of directors of the Parent Company and any new director
     (other than a director whose initial assumption of office is
     a result of an actual or threatened election contest,
     including but not limited to a consent solicitation, relating
     to the election of directors of the Parent Company and whose
     appointment or election was not approved by at least
     two-thirds (2/3) of the directors of the Parent Company in
     office immediately prior to any such contest) whose
     appointment or election by the board of directors of the
     Parent Company or nomination for election by the Parent
     Company's stockholders was approved or recommended by a vote
     of at least two-thirds (2/3) of the directors then in office;

              (VI)  there is consummated the sale or disposition
     by the Company of all or substantially all of the Company's
     assets, other than a sale or disposition by the Company of
     all or substantially all of the Company's assets to an
     entity, of which at least 65% of the outstanding securities
     generally entitled to vote in the election of directors are


                             Page 3


     owned by the Parent Company or a direct or indirect
     Subsidiary of the Parent Company.

          Notwithstanding the foregoing, a Change in Control shall
     not be deemed to occur in the event of a distribution or
     spin-off of shares of the capital stock of the Company to the
     shareholders of the Parent Company and this Agreement shall
     terminate on the date that such distribution or spin-off is
     effectuated.

          Within five (5) days after a Change in Control has
     occurred, the Company shall deliver to the Executive  a
     written statement memorializing the date that the Change in
     Control occurred."

     3.  Section 15(h) of the Agreement is amended in its entirety
to read as follows:

         "(h)  "Code" shall mean the Internal Revenue Code of
     1986, as amended from time to time, and any successor Code,
     and related rules, regulations and interpretations."


     4.  Paragraph 15(o) is amended by amending the introductory
clause thereof as follows:

         "(o)  "Good Reason" for termination by the Executive of
     the Executive's employment shall mean the occurrence (without
     the Executive's express written consent) after any Change in
     Control (if more than one Change in Control has occurred, any
     reference to a Change in Control in this subsection (o) shall
     refer to the most recent Change in Control), of any one of
     the following acts by the Company, or failures by the Company
     to act, unless, in the case of any act or failure to act
     described in paragraph (I), (V), (VI), or (VII) below, such
     act or failure to act is corrected prior to the Date of
     Termination specified in the Notice of Termination given in
     respect thereof:"

     5.  A new definition of the term "Merger" is hereby added to
the Agreement as new Section 15(z).  Such new Section 15(z) shall
read in its entirety as follows:

         "(z)  Merger" means a merger, share exchange,
     consolidation or similar business combination under
     applicable law."

     6.  The definition of the term "Person" appearing in the
Agreement as Section 15(s) is hereby amended in its entirety to
read as follows:



                             Page 4


          "(s)  "Person" shall have the meaning given in Section
     3(a)(9) of the Exchange Act, as modified and used in Sections
     13(d) and 14(d) thereof, except that such term shall not
     include (i) the Company or any of its direct or indirect
     Subsidiaries, (ii) a trustee or other fiduciary holding
     securities under an employee benefit plan of the Company,
     (iii) an underwriter temporarily holding securities pursuant
     to an offering of such securities, (iv) a corporation owned,
     directly or indirectly, by the stockholders of the Company in
     substantially the same proportions and with substantially the
     same voting rights as their ownership and voting rights with
     respect to the Company, (v) the voting trust established
     pursuant to a Voting Trust Agreement dated August 14, 2000
     between John C. Yavis, Jr., as General Partner of Newgate
     Associates Limited Partnership and the trustees named therein
     (the "Newgate Voting Trust"), provided that the following
     individuals continue to constitute a majority of the voting
     trustees of that voting trust: individuals serving as
     trustees of the Newgate Voting Trust as of November 1, 2003
     and individuals designated by the Board in accordance with
     the terms of that voting trust, provided no Change in Control
     pursuant to Section 15(g)(II) of this Agreement has occurred,
     (vi) the individuals referred to in the immediately preceding
     subsection (v) solely with respect to their status as
     Beneficial Owners of securities of the Company subject to the
     Newgate Voting Trust, (vii) Charles H. Kaman, any individual
     to whom he has directly granted a general power of attorney,
     or any entity created or controlled by him, provided that he
     and/or any attorneys-in-fact appointed directly by him
     possess and exercise, in person or by proxy solicited by the
     Board, the right to vote all securities of the Company
     generally entitled to vote in the election of directors of
     the Company, of which he, any such holder of his general
     power of attorney, or any such entity is the Beneficial
     Owner, and (viii) the holder of a general power of attorney
     and the attorneys-in-fact referred to in the immediately
     preceding subsection (vii) solely with respect to their
     status as Beneficial Owners of securities of the Company
     because of their appointment as such."

     7.  Section 15(u) is amended in its entirety to read as
follows:

        "(u)  "Subsidiary" shall mean any corporation within the
     meaning of Section 424(f) of the Code."

     8.  Except as expressly modified herein, all provisions of
the Agreement, as previously amended, shall remain in full force
and effect.




                             Page 5


     IN WITNESS WHEREOF, the parties have executed this Second
Addendum as of the date and year first above written.


                                     Kaman Industrial Technologies
                                       Corporation


- ---------------------------          By /s/ Robert M. Garneau
T. Jack Cahill                       -------------------------
                                     Name: Robert M. Garneau
                                     Title: Vice President
Address:

9 Whitman Pond Road
Simsbury, CT   06070





































                             Page 5

EX-10

EXHIBIT 10g(xiv)

           Second Addendum to Change In Control Agreement
           ----------------------------------------------

     This Second Addendum is made as of November 11, 2003 by and
between Kaman Aerospace Corporation, a Connecticut corporation
(the "Company"), and Joseph H. Lubenstein. (the "Executive").

     WHEREAS, the Company and the Executive entered into a Change
in Control Agreement (the "Agreement") dated as of July 9, 2001;
and

     WHEREAS, the Company and the Executive entered into an
Addendum to Change in Control Agreement dated as of September 11,
2001; and

     WHEREAS, the Company and the Executive desire to further
amend the Agreement as previously amended as hereinafter provided;

     NOW, THEREFORE, in consideration of the premises and the
mutual understandings herein contained, the Company and the
Executive hereby further agree as follows:

     1.  Section 5.1(c) of the Agreement is hereby amended in its
entirety to read as follows:

         "(c)  Notwithstanding any provision to the contrary in
any plan or agreement maintained by or through the Company
pursuant to which the Executive has been granted restricted stock,
stock options, stock appreciation rights or long-term performance
awards, effective on the Date of Termination, (i) all restrictions
with respect to any restricted stock shall lapse, (ii) all stock
appreciation rights and stock options shall be deemed fully vested
and then canceled in exchange for a cash payment equal to the
excess of the fair market value of the shares of Company stock
subject to the stock appreciation right or stock option on the
date of the Change in Control, over the exercise price(s) of such
stock appreciation rights or stock options, and (iii) all long-
term performance awards shall be deemed fully vested and fully
earned and then shall be canceled in exchange for a cash payment
equal to 100% of the target value of each such award."

     2.  Section 15(g) of the Agreement is hereby amended in its
entirety to read as follows:

         "(g)  Any of the following events shall constitute the
     occurrence of a  "Change in Control" for purposes of this
     Agreement:

              (I)  any Person (as defined below) is or becomes the
     Beneficial Owner (as defined in Rule 13d-3 under the Exchange

                             Page 1


     Act), directly or indirectly, of securities of  (i) the
     Parent Company representing 35% or more of the then
     outstanding securities of the Parent Company
     generally entitled to vote in the election of directors of
     the Parent Company, excluding any Person who becomes such a
     Beneficial Owner in connection with a transaction described
     in clause (i) of paragraph (II) below, or  (ii)  any Person
     is or becomes the Beneficial Owner, directly or indirectly,
     of securities of  (i) the Company representing 35% or more of
     the then outstanding securities of the Company generally
     entitled to vote in the election of directors of the Company,
     excluding any Person who becomes such a Beneficial Owner in
     connection with a transaction described in clause (i) of
     paragraph (III) below;  or

              (II)  there is consummated a Merger of the Parent
     Company with any other business entity, other than (i) a
     Merger which would result in the securities of the Parent
     Company generally entitled to vote in the election of
     directors of the Parent Company outstanding immediately prior
     to such Merger continuing to represent (either by remaining
     outstanding or by being converted into such securities of the
     surviving entity or any parent thereof), in combination with
     the ownership of any trustee or other fiduciary holding such
     securities under an employee benefit plan of the Parent
     Company or any Subsidiary of the Parent Company, at least 65%
     of the securities of the Parent Company or such surviving
     entity or any parent thereof outstanding immediately after
     such Merger and generally entitled to vote in the election of
     directors of the Parent Company or such surviving entity or
     any parent thereof and, in the case of such surviving entity
     or any parent thereof, of a class registered under Section 12
     of the Exchange Act, or (ii) a Merger effected to implement a
     recapitalization of the Parent Company (or similar
     transaction) in which no Person is or becomes the Beneficial
     Owner, directly or indirectly, of securities of the Parent
     Company representing 35% or more of the then outstanding
     securities of the Parent Company generally entitled to vote
     in the election of directors of the Parent Company; or

             (III)  there is consummated a Merger of the Company
     with any other business entity, other than (i) a Merger which
     would result in the securities of the Company generally
     entitled to vote in the election of directors of the Company
     outstanding immediately prior to such Merger continuing to
     represent (either by remaining outstanding or by being
     converted into such securities of the surviving entity or any
     parent thereof), in combination with the ownership of any
     trustee or other fiduciary holding such securities under an
     employee benefit plan of the Company or any Subsidiary of the
     Company, at least 65% of the securities of the Company or
     such surviving entity or any parent thereof outstanding

                             Page 2


     immediately after such Merger and generally entitled to vote
     in the election of directors of the Company or such surviving
     entity or any parent thereof, or (ii) a Merger effected to
     implement a recapitalization of the Company (or similar
     transaction) in which no Person is or becomes the Beneficial
     Owner, directly or indirectly, of securities of the Company
     representing 35% or more of the then outstanding securities
     of the Company generally entitled to vote in the election of
     directors of the Company, (iii) any Merger with another
     direct or indirect Subsidiary of the Parent Company, or (iv)
     any Merger of the Company with a Subsidiary of the Company;

              (IV)  the stockholders of the Parent Company approve
     a plan of complete liquidation or dissolution of the Parent
     Company or there is consummated the sale or disposition by
     the Parent Company of all or substantially all of the Parent
     Company's assets, other than a sale or disposition by the
     Parent Company of all or substantially all of the Parent
     Company's assets to an entity where the outstanding
     securities generally entitled to vote in the election of
     directors of the Parent Company immediately prior to the sale
     continue to represent (either by remaining outstanding or by
     being converted into such securities of the surviving entity
     or any parent thereof) 65% or more of the outstanding
     securities of such entity generally entitled to vote in the
     election of directors immediately after such sale and of a
     class registered under Section 12 of the Exchange Act;

              (V)  the following individuals cease for any reason
     to constitute a majority of the number of directors of the
     board of directors of the Parent Company then serving:
     individuals who, on November 1, 2003, constituted the board
     of directors of the Parent Company and any new director
     (other than a director whose initial assumption of office is
     a result of an actual or threatened election contest,
     including but not limited to a consent solicitation, relating
     to the election of directors of the Parent Company and whose
     appointment or election was not approved by at least
     two-thirds (2/3) of the directors of the Parent Company in
     office immediately prior to any such contest) whose
     appointment or election by the board of directors of the
     Parent Company or nomination for election by the Parent
     Company's stockholders was approved or recommended by a vote
     of at least two-thirds (2/3) of the directors then in office;

              (VI)  there is consummated the sale or disposition
     by the Company of all or substantially all of the Company's
     assets, other than a sale or disposition by the Company of
     all or substantially all of the Company's assets to an
     entity, of which at least 65% of the outstanding securities
     generally entitled to vote in the election of directors are


                             Page 3


     owned by the Parent Company or a direct or indirect
     Subsidiary of the Parent Company.

          Notwithstanding the foregoing, a Change in Control shall
     not be deemed to occur in the event of a distribution or
     spin-off of shares of the capital stock of the Company to the
     shareholders of the Parent Company and this Agreement shall
     terminate on the date that such distribution or spin-off is
     effectuated.

          Within five (5) days after a Change in Control has
     occurred, the Company shall deliver to the Executive  a
     written statement memorializing the date that the Change in
     Control occurred."

     3.  Section 15(h) of the Agreement is amended in its entirety
to read as follows:

         "(h)  "Code" shall mean the Internal Revenue Code of
     1986, as amended from time to time, and any successor Code,
     and related rules, regulations and interpretations."


     4.  Paragraph 15(o) is amended by amending the introductory
clause thereof as follows:

         "(o)  "Good Reason" for termination by the Executive of
     the Executive's employment shall mean the occurrence (without
     the Executive's express written consent) after any Change in
     Control (if more than one Change in Control has occurred, any
     reference to a Change in Control in this subsection (o) shall
     refer to the most recent Change in Control), of any one of
     the following acts by the Company, or failures by the Company
     to act, unless, in the case of any act or failure to act
     described in paragraph (I), (V), (VI), or (VII) below, such
     act or failure to act is corrected prior to the Date of
     Termination specified in the Notice of Termination given in
     respect thereof:"

     5.  A new definition of the term "Merger" is hereby added to
the Agreement as new Section 15(z).  Such new Section 15(z) shall
read in its entirety as follows:

         "(z)  Merger" means a merger, share exchange,
     consolidation or similar business combination under
     applicable law."


     6.  The definition of the term "Person" appearing in the
Agreement as Section 15(s) is hereby amended in its entirety to
read as follows:


                             Page 4


          "(s)  "Person" shall have the meaning given in Section
     3(a)(9) of the Exchange Act, as modified and used in Sections
     13(d) and 14(d) thereof, except that such term shall not
     include (i) the Company or any of its direct or indirect
     Subsidiaries, (ii) a trustee or other fiduciary holding
     securities under an employee benefit plan of the Company,
     (iii) an underwriter temporarily holding securities pursuant
     to an offering of such securities, (iv) a corporation owned,
     directly or indirectly, by the stockholders of the Company in
     substantially the same proportions and with substantially the
     same voting rights as their ownership and voting rights with
     respect to the Company, (v) the voting trust established
     pursuant to a Voting Trust Agreement dated August 14, 2000
     between John C. Yavis, Jr., as General Partner of Newgate
     Associates Limited Partnership and the trustees named therein
     (the "Newgate Voting Trust"), provided that the following
     individuals continue to constitute a majority of the voting
     trustees of that voting trust: individuals serving as
     trustees of the Newgate Voting Trust as of November 1, 2003
     and individuals designated by the Board in accordance with
     the terms of that voting trust, provided no Change in Control
     pursuant to Section 15(g)(II) of this Agreement has occurred,
     (vi) the individuals referred to in the immediately preceding
     subsection (v) solely with respect to their status as
     Beneficial Owners of securities of the Company subject to the
     Newgate Voting Trust, (vii) Charles H. Kaman, any individual
     to whom he has directly granted a general power of attorney,
     or any entity created or controlled by him, provided that he
     and/or any attorneys-in-fact appointed directly by him
     possess and exercise, in person or by proxy solicited by the
     Board, the right to vote all securities of the Company
     generally entitled to vote in the election of directors of
     the Company, of which he, any such holder of his general
     power of attorney, or any such entity is the Beneficial
     Owner, and (viii) the holder of a general power of attorney
     and the attorneys-in-fact referred to in the immediately
     preceding subsection (vii) solely with respect to their
     status as Beneficial Owners of securities of the Company
     because of their appointment as such."

     7.  Section 15(u) is amended in its entirety to read as
follows:

        "(u)  "Subsidiary" shall mean any corporation within the
     meaning of Section 424(f) of the Code."

     8.  Except as expressly modified herein, all provisions of
the Agreement, as previously amended, shall remain in full force
and effect.




                             Page 5


     IN WITNESS WHEREOF, the parties have executed this Second
Addendum as of the date and year first above written.


                                     Kaman Music Corporation


- ---------------------------          By  /s/ Robert M. Garneau
Joseph H. Lubenstein                 --------------------------
                                     Name:  Robert M. Garneau
                                     Title: Vice President
Address:

108 Millington Road
East Haddam, CT   06423






































                             Page 6

EX-10

EXHIBIT 10g(xv)

           Second Addendum to Change In Control Agreement
           ----------------------------------------------

     This Second Addendum is made as of November 11, 2003 by and
between Kaman Music Corporation, a Connecticut corporation (the
"Company"), and Robert H. Saunders, Jr. (the "Executive").

     WHEREAS, the Company and the Executive entered into a Change
in Control Agreement (the "Agreement") dated as of September 21,
1999; and

     WHEREAS, the Company and the Executive entered into an
Addendum to Change in Control Agreement dated as of September 11,
2001; and

     WHEREAS, the Company and the Executive desire to further
amend the Agreement as previously amended as hereinafter provided;

     NOW, THEREFORE, in consideration of the premises and the
mutual understandings herein contained, the Company and the
Executive hereby further agree as follows:

     1.  Section 5.1(c) of the Agreement is hereby amended in its
entirety to read as follows:

         "(c)  Notwithstanding any provision to the contrary in
any plan or agreement maintained by or through the Company
pursuant to which the Executive has been granted restricted stock,
stock options, stock appreciation rights or long-term performance
awards, effective on the Date of Termination, (i) all restrictions
with respect to any restricted stock shall lapse, (ii) all stock
appreciation rights and stock options shall be deemed fully vested
and then canceled in exchange for a cash payment equal to the
excess of the fair market value of the shares of Company stock
subject to the stock appreciation right or stock option on the
date of the Change in Control, over the exercise price(s) of such
stock appreciation rights or stock options, and (iii) all long-
term performance awards shall be deemed fully vested and fully
earned and then shall be canceled in exchange for a cash payment
equal to 100% of the target value of each such award."

     2.  Section 15(g) of the Agreement is hereby amended in its
entirety to read as follows:

         "(g)  Any of the following events shall constitute the
     occurrence of a  "Change in Control" for purposes of this
     Agreement:

              (I)  any Person (as defined below) is or becomes the
     Beneficial Owner (as defined in Rule 13d-3 under the Exchange

                             Page 1


     Act), directly or indirectly, of securities of  (i) the
     Parent Company representing 35% or more of the then
     outstanding securities of the Parent Company
     generally entitled to vote in the election of directors of
     the Parent Company, excluding any Person who becomes such a
     Beneficial Owner in connection with a transaction described
     in clause (i) of paragraph (II) below, or  (ii)  any Person
     is or becomes the Beneficial Owner, directly or indirectly,
     of securities of  (i) the Company representing 35% or more of
     the then outstanding securities of the Company generally
     entitled to vote in the election of directors of the Company,
     excluding any Person who becomes such a Beneficial Owner in
     connection with a transaction described in clause (i) of
     paragraph (III) below;  or

              (II)  there is consummated a Merger of the Parent
     Company with any other business entity, other than (i) a
     Merger which would result in the securities of the Parent
     Company generally entitled to vote in the election of
     directors of the Parent Company outstanding immediately prior
     to such Merger continuing to represent (either by remaining
     outstanding or by being converted into such securities of the
     surviving entity or any parent thereof), in combination with
     the ownership of any trustee or other fiduciary holding such
     securities under an employee benefit plan of the Parent
     Company or any Subsidiary of the Parent Company, at least 65%
     of the securities of the Parent Company or such surviving
     entity or any parent thereof outstanding immediately after
     such Merger and generally entitled to vote in the election of
     directors of the Parent Company or such surviving entity or
     any parent thereof and, in the case of such surviving entity
     or any parent thereof, of a class registered under Section 12
     of the Exchange Act, or (ii) a Merger effected to implement a
     recapitalization of the Parent Company (or similar
     transaction) in which no Person is or becomes the Beneficial
     Owner, directly or indirectly, of securities of the Parent
     Company representing 35% or more of the then outstanding
     securities of the Parent Company generally entitled to vote
     in the election of directors of the Parent Company; or

             (III)  there is consummated a Merger of the Company
     with any other business entity, other than (i) a Merger which
     would result in the securities of the Company generally
     entitled to vote in the election of directors of the Company
     outstanding immediately prior to such Merger continuing to
     represent (either by remaining outstanding or by being
     converted into such securities of the surviving entity or any
     parent thereof), in combination with the ownership of any
     trustee or other fiduciary holding such securities under an
     employee benefit plan of the Company or any Subsidiary of the
     Company, at least 65% of the securities of the Company or
     such surviving entity or any parent thereof outstanding

                             Page 2


     immediately after such Merger and generally entitled to vote
     in the election of directors of the Company or such surviving
     entity or any parent thereof, or (ii) a Merger effected to
     implement a recapitalization of the Company (or similar
     transaction) in which no Person is or becomes the Beneficial
     Owner, directly or indirectly, of securities of the Company
     representing 35% or more of the then outstanding securities
     of the Company generally entitled to vote in the election of
     directors of the Company, (iii) any Merger with another
     direct or indirect Subsidiary of the Parent Company, or (iv)
     any Merger of the Company with a Subsidiary of the Company;

              (IV)  the stockholders of the Parent Company approve
     a plan of complete liquidation or dissolution of the Parent
     Company or there is consummated the sale or disposition by
     the Parent Company of all or substantially all of the Parent
     Company's assets, other than a sale or disposition by the
     Parent Company of all or substantially all of the Parent
     Company's assets to an entity where the outstanding
     securities generally entitled to vote in the election of
     directors of the Parent Company immediately prior to the sale
     continue to represent (either by remaining outstanding or by
     being converted into such securities of the surviving entity
     or any parent thereof) 65% or more of the outstanding
     securities of such entity generally entitled to vote in the
     election of directors immediately after such sale and of a
     class registered under Section 12 of the Exchange Act;

              (V)  the following individuals cease for any reason
     to constitute a majority of the number of directors of the
     board of directors of the Parent Company then serving:
     individuals who, on November 1, 2003, constituted the board
     of directors of the Parent Company and any new director
     (other than a director whose initial assumption of office is
     a result of an actual or threatened election contest,
     including but not limited to a consent solicitation, relating
     to the election of directors of the Parent Company and whose
     appointment or election was not approved by at least
     two-thirds (2/3) of the directors of the Parent Company in
     office immediately prior to any such contest) whose
     appointment or election by the board of directors of the
     Parent Company or nomination for election by the Parent
     Company's stockholders was approved or recommended by a vote
     of at least two-thirds (2/3) of the directors then in office;

              (VI)  there is consummated the sale or disposition
     by the Company of all or substantially all of the Company's
     assets, other than a sale or disposition by the Company of
     all or substantially all of the Company's assets to an
     entity, of which at least 65% of the outstanding securities
     generally entitled to vote in the election of directors are


                             Page 3


     owned by the Parent Company or a direct or indirect
     Subsidiary of the Parent Company.

          Notwithstanding the foregoing, a Change in Control shall
     not be deemed to occur in the event of a distribution or
     spin-off of shares of the capital stock of the Company to the
     shareholders of the Parent Company and this Agreement shall
     terminate on the date that such distribution or spin-off is
     effectuated.

          Within five (5) days after a Change in Control has
     occurred, the Company shall deliver to the Executive  a
     written statement memorializing the date that the Change in
     Control occurred."

     3.  Section 15(h) of the Agreement is amended in its entirety
to read as follows:

         "(h)  "Code" shall mean the Internal Revenue Code of
     1986, as amended from time to time, and any successor Code,
     and related rules, regulations and interpretations."


     4.  Paragraph 15(o) is amended by amending the introductory
clause thereof as follows:

         "(o)  "Good Reason" for termination by the Executive of
     the Executive's employment shall mean the occurrence (without
     the Executive's express written consent) after any Change in
     Control (if more than one Change in Control has occurred, any
     reference to a Change in Control in this subsection (o) shall
     refer to the most recent Change in Control), of any one of
     the following acts by the Company, or failures by the Company
     to act, unless, in the case of any act or failure to act
     described in paragraph (I), (V), (VI), or (VII) below, such
     act or failure to act is corrected prior to the Date of
     Termination specified in the Notice of Termination given in
     respect thereof:"

     5.  A new definition of the term "Merger" is hereby added to
the Agreement as new Section 15(z).  Such new Section 15(z) shall
read in its entirety as follows:

         "(z)  Merger" means a merger, share exchange,
     consolidation or similar business combination under
     applicable law."


     6.  The definition of the term "Person" appearing in the
Agreement as Section 15(s) is hereby amended in its entirety to
read as follows:


                             Page 4


          "(s)  "Person" shall have the meaning given in Section
     3(a)(9) of the Exchange Act, as modified and used in Sections
     13(d) and 14(d) thereof, except that such term shall not
     include (i) the Company or any of its direct or indirect
     Subsidiaries, (ii) a trustee or other fiduciary holding
     securities under an employee benefit plan of the Company,
     (iii) an underwriter temporarily holding securities pursuant
     to an offering of such securities, (iv) a corporation owned,
     directly or indirectly, by the stockholders of the Company in
     substantially the same proportions and with substantially the
     same voting rights as their ownership and voting rights with
     respect to the Company, (v) the voting trust established
     pursuant to a Voting Trust Agreement dated August 14, 2000
     between John C. Yavis, Jr., as General Partner of Newgate
     Associates Limited Partnership and the trustees named therein
     (the "Newgate Voting Trust"), provided that the following
     individuals continue to constitute a majority of the voting
     trustees of that voting trust: individuals serving as
     trustees of the Newgate Voting Trust as of November 1, 2003
     and individuals designated by the Board in accordance with
     the terms of that voting trust, provided no Change in Control
     pursuant to Section 15(g)(II) of this Agreement has occurred,
     (vi) the individuals referred to in the immediately preceding
     subsection (v) solely with respect to their status as
     Beneficial Owners of securities of the Company subject to the
     Newgate Voting Trust, (vii) Charles H. Kaman, any individual
     to whom he has directly granted a general power of attorney,
     or any entity created or controlled by him, provided that he
     and/or any attorneys-in-fact appointed directly by him
     possess and exercise, in person or by proxy solicited by the
     Board, the right to vote all securities of the Company
     generally entitled to vote in the election of directors of
     the Company, of which he, any such holder of his general
     power of attorney, or any such entity is the Beneficial
     Owner, and (viii) the holder of a general power of attorney
     and the attorneys-in-fact referred to in the immediately
     preceding subsection (vii) solely with respect to their
     status as Beneficial Owners of securities of the Company
     because of their appointment as such."

     7.  Section 15(u) is amended in its entirety to read as
follows:

        "(u)  "Subsidiary" shall mean any corporation within the
     meaning of Section 424(f) of the Code."

     8.  Except as expressly modified herein, all provisions of
the Agreement, as previously amended, shall remain in full force
and effect.




                             Page 5


     IN WITNESS WHEREOF, the parties have executed this Second
Addendum as of the date and year first above written.


                                     Kaman Music Corporation


- ---------------------------          By
Robert H. Saunders, Jr.              Name: Robert M. Garneau
                                     Title: Vice President
Address:

837 Neipsic Road
Glastonbury, CT  06033







































                             Page 5

EX-10

...
EXHIBIT 10g(xvi)

                       EMPLOYMENT AGREEMENT

This Agreement is made as of February 17, 2004, ("Effective Date")
by and between Russell H. Jones ("I" , "me", or "my") and Kaman
Corporation ("Kaman" or "the Company").

                           WITNESSETH:

WHEREAS, the Company and I have established an employment
relationship; and

WHEREAS, the parties desire to continue the employment
relationship on the terms and conditions contained in this
Agreement;

NOW THEREFORE, in consideration of the mutual promises contained
in this Agreement, the Company and I agree as follows:

I. (a)  I will abide by all of Kaman's rules and regulations now
or hereafter established and agree that the posting of any such
rules or regulations on the bulletin boards of the various
departments and/or as listed in any employee handbooks will
constitute personal notice thereof to me.  I understand that no
statements made in any such publications or elsewhere shall
operate to change the terms and conditions of my employment as
described in this Agreement.

    (b)  I understand and agree that I may become aware of certain
secret and/or confidential information during the course of my
employment and such information includes, but is not limited to,
that pertaining to methods, processes, designs, equipment,
catalogues, computer disks, customer lists, inventions, sales and
operating procedures.  I agree that all tangible confidential
information such as computer disks, reports, customer lists, etc.
are the sole property of Kaman and I agree that upon termination
of employment with Kaman, I will return, on demand, any and all
confidential information in my possession.  During and after my
employment, I will disclose to Kaman and will not divulge or
appropriate to my own use or to the use of others, including any
other employer, any such confidential information or knowledge
obtained by me during such employment, whether in tangible or
intangible form, including, but not limited to data, plans,
decisions, methods, processes, designs, equipment, catalogues,
customer lists, inventions, and sales and operating procedures.

    (c)  Recognizing that, by virtue of my employment, I may learn
information, not generally available, concerning business methods,
customer lists or other trade secrets, I agree that during my
employment I will not, directly or indirectly, become connected
with, promote the interest of, or engage in any other business or

                            Page 1


activity competing with the business to which my employment
relates within the geographical area in which the business of the
Company is conducted.  I further agree that if any court or
arbitrator should find this covenant and agreement against
competition not to be reasonable as to the scope of prohibited
activities, then such portion of this covenant and agreement held
to be unreasonable shall be regarded as severable and stricken
from this Agreement, and such covenant and agreement shall be of
full force and effect for the activities which are determined not
to be unreasonable.

    (d)  I will treat as for Kaman's sole benefit, and fully and
promptly disclose and assign to Kaman without additional
compensation, all ideas, discoveries, inventions and improvements,
patentable or not, which, while I am employed, are made, conceived
or reduced to practice by me, alone or with others, during or
after usual working hours either on or off my job, and which are
related directly or indirectly to Kaman's business or interest or
which result from tasks assigned to me by Kaman.

    (e)  I agree, at Kaman's expense, at any time during or after
my employment, to sign all papers and do such other acts
reasonably required of me to protect Kaman's rights to said ideas,
discoveries, inventions and improvements, including applying for,
obtaining and enforcing patents on said discoveries, inventions,
improvements in any and all countries.

    (f)  I represent that there are no agreements, understandings
or legal requirements applicable to me which prohibit the
execution of this Agreement or prohibit or otherwise limit the
performance of my obligations hereunder or my duties as an
employee of the Company nor will the execution of this Agreement
and the performance of my obligations or duties result in a
conflict of interest between me and any other party.

II.  I understand that, as an employee of Kaman, I owe a duty of
loyalty to Kaman.  As part of this duty of loyalty, I will:

    (a)  avoid personal investment, interests or associations
which might interfere with the independent exercise of my
judgment on business related matters;

    (b)  not, directly or through a member of my immediate family
or otherwise, accept any gratuitous payment, loan, service, or
other consideration of value from any party doing or seeking to do
business with Kaman;

    (c)  fully disclose all facts concerning services that I, or
any other person of whom I have knowledge, may have rendered to
any party competing, dealing, or seeking to deal with Kaman, if it
is required to determine if a conflict of interest exists; and


                             Page 2


    (d)  not buy or sell Kaman Corporation stock if I have
information about Kaman Corporation or any of its subsidiaries
that is not already available to the public nor will I tell other
people about any information of that kind.  I understand and
acknowledge that Kaman's policies prohibit such behavior and in
many cases, it will be in violation of the securities laws.

III.  I understand and agree that my employment with Kaman is an
"at will" relationship and such employment and compensation can be
terminated, with or without cause, and with or without notice,
at any time, at the option of Kaman or me.  I understand that this
Agreement can be changed only by a written document signed by me
and the President or other designated officer of Kaman.  No
application, brochure, policy statement, procedure, benefit plan,
summary, work rules, employee handbook, or any other written or
oral communication between the Company and its employees is
intended to create an employment contract.  I understand and agree
that as a condition of my "at will" employment, if any disputes
arise out of my termination of employment with the Company that I
will first seek to resolve all such disputes by engaging in good
faith discussions with appropriate managerial personnel of the
Company.

IV.  (a)  Notwithstanding any other provision of this Agreement,
(I) if Kaman terminates my employment before I attain normal
retirement age (as defined in the Kaman Corporation Employees'
Pension Plan), if there is then existing a written Company policy
requiring executives to retire at that age, or at any time, if
there is no such then existing policy, for any reason (other than
due to my willful refusal to perform proper responsibilities of my
position or a violation of law on my part), or (II) if I terminate
my employment for "good reason", and (III) the Change in Control
Agreement of even date herewith, as amended, between Kaman and me
is not applicable, then on my last day of employment (the
"Termination Date"), the Company will provide me with:

    1)  a lump sum cash payment equal to two (2) times my then
current base annual salary rate (which rate cannot be less than
the salary rate for the most recently completed calendar year
prior to the Termination Date or the salary rate in effect as of
the Effective Date, whichever is higher);

    2)  a lump sum cash payment equal to two (2) times my most
recent cash bonus payment; and the bonus for which I am eligible
due to my employment during the calendar year in which the
Termination Date occurs, with such bonus to be pro rated and
calculated in accordance with the Kaman Corporation Cash Bonus
Plan;

    3)  with regard to all restricted stock, stock appreciation
rights, stock option awards or long-term performance awards that I
may have received, (i) all restrictions with respect to any

                             Page 3


restricted stock shall lapse; (ii) at my election, to be made in
writing on or before the Termination Date, either (a) all stock
appreciation rights and stock options shall be deemed fully vested
and then canceled in exchange for a cash payment equal to the
excess of the fair market value of the shares of Kaman Corporation
stock subject to the stock appreciation right or stock option on
the Termination Date over the exercise price(s) of such stock
appreciation rights or stock options, or (b) all stock
appreciation rights and stock options shall be deemed fully vested
and, following the Termination Date, I shall have the right to
exercise such stock appreciation rights and stock options for the
periods provided by the Kaman Corporation 2003 Stock Incentive
Plan, as amended; and (iii) each long-term performance award shall
be deemed fully vested and fully earned and then shall be canceled
in exchange for a cash payment equal to 100% of the  target value
of such award multiplied by a fraction the numerator of which is
the number of days elapsing from the date of grant of such award
to the Termination Date and the denominator of which is the number
of days constituting the full term of such award; and

    4)  my Company automobile.  The book value then attributed to
it by the leasing company  will be considered Afringe benefit@
income and that amount will be subject to tax during the calendar
year in which the Termination Date occurs.

    In addition to the aforementioned items,  the Company will
provide me with:

    5)  reimbursement for COBRA premium payments for applicable
group medical/dental benefits until I accept employment elsewhere,
but in any event for not more than twelve (12) months; and

    6)  premium payments for one (1) year with regard to the Mass
Mutual group universal life insurance policy issued in my name.

    (b)  It is understood that I will have "good reason" to
terminate my employment with the Company if any one of the
following acts, or failures to act, by the Company, occurs:

    1)  I am removed from the officer position held by me at the
Effective Date; or

    2)  I am assigned any duties or responsibilities inconsistent
with the officer position held by me at the Effective Date or
there is a substantial diminution in the nature or status of my
responsibilities from those existing on the Effective Date; or

    3)  the Company reduces my annual base salary from that
existing on the Effective Date; or




                             Page 4


    4)  the Company significantly reduces my annual cash bonus
from the "modified target bonus opportunity" figure that is
calculated each year in accordance with the Kaman Corporation Cash
Bonus Plan.

    (c)  It is understood that "good reason" will not be deemed to
exist if I am required to retire due to a then existing written
Company policy requiring executives to retire at normal retirement
age (as defined in the Kaman Corporation Employees' Pension Plan).

    (d)  My right to terminate my employment for good reason shall
not be affected by my incapacity due to physical or mental
illness.  My continued employment shall not constitute consent to,
or a waiver of rights with respect to, any act or failure to act
constituting good reason under this Agreement.

    (e)  It is understood that for purposes of any determination
regarding the existence of good reason, any claim by me that good
reason exists shall be presumed to be correct unless the Company
establishes to its Board of Directors by clear and convincing
evidence that good reason does not exist.

    (f)    In the event that the items described in Section IV (a)
are provided to me pursuant to this Agreement, I agree that for a
period of two (2) years following the Termination Date, I will
not, directly or indirectly, become connected with, promote the
interest of, or engage in any other business or activity competing
with the business of the Company within the geographical area in
which the business of the Company is conducted.

    (g)  Unless required otherwise by law or government
regulation, the parties will maintain the terms and conditions of
this Agreement in confidence.

V.  This Agreement supersedes any previous agreements or
representations, oral or otherwise, express or implied, with
respect to the subject matter hereof which may exist between the
parties, except that both parties acknowledge the validity of that
certain Change in Control Agreement of even date herewith, between
the parties.  The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of
Connecticut.  Any payments provided for hereunder shall be paid
net of any applicable withholding required under federal, state or
local law and any additional withholding to which I have agreed.









                             Page 5


In Witness Whereof, the parties have executed, or caused this
Agreement to be executed, on his or its behalf.


- ----------------------------       -------------------------------
Date                               Signature of Employee


                                   Russell H. Jones
                                   -------------------------------
                                   Employee's Typed Name


Acknowledged and Agreed this 5th day of
March, 2004.

Kaman Corporation


/s/ Paul R. Kuhn
- ----------------------------
By    Paul R. Kuhn
Its   President and CEO






























                             Page 6

EX-10

EXHIBIT 10g(xvii)


                   CHANGE IN CONTROL AGREEMENT
                   ---------------------------

     THIS AGREEMENT, is made as of November 11, 2003, by and
between Kaman Corporation, a Connecticut corporation (the
"Company"), and Russell H. Jones (the "Executive").

     WHEREAS, the Company considers it essential to the best
interests of its shareholders to foster the continued employment
of key management personnel; and

     WHEREAS, in furtherance of this objective, the Company and
Executive have executed an Employment Agreement dated as of
November 11, 2003; and

     WHEREAS, the Board recognizes that the possibility of a
Change in Control exists and that such possibility, which will not
be addressed by the Employment Agreement, and the uncertainty and
questions which it may raise among management, may result in the
departure or distraction of management personnel to the detriment
of the Company and its shareholders; and

     WHEREAS, the Board has determined that appropriate steps
should be taken to reinforce and encourage the continued attention
and dedication of members of the Company's management, including
the Executive, to their assigned duties without the potential
distractions arising from the possibility of a Change in Control;

     NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, the Company and the Executive
hereby agree as follows:

     1.  Defined Terms.  The definitions of capitalized terms used
in this Agreement are provided in the last Section of this
Agreement.

     2.  Term.   [Intentionally Omitted

     3.  Company's Covenants Summarized.  In order to induce the
Executive to remain in the employ of the Company and in
consideration of the Executive's continued employment, the Company
agrees, under the conditions described herein, to pay the
Executive the Severance Payments and the other payments and
benefits described in this Agreement.  Except as provided in
Section 8.1 of this Agreement, no Severance Payments shall be
payable under this Agreement unless there shall have been (or,
under the terms of the second sentence of Section 5.1, there shall
be deemed to have been) a termination of the Executive's
employment with the Company following a Change in Control.  This

                             Page 1

EX-11

                                   EXHIBIT 11
                       KAMAN CORPORATION AND SUBSIDIARIES
                     EARNINGS (LOSS) PER SHARE COMPUTATION

The computations and information required to be furnished in this
Exhibit appear in the Computation of Earnings (Loss) per Share
section of the Corporation's Annual Report to Shareholders, which
is filed herein as Exhibit 13 to this report, and such section is
incorporated herein by reference.

EX-13

EXHIBIT 13


                      FIVE-YEAR SELECTED FINANCIAL DATA
                      KAMAN CORPORATION AND SUBSIDIARIES
    (In thousands except per share amounts, shareholders and employees)
                                                       
                           2003       2002        2001       2000       1999
- --------------------------------------------------------------------------------
OPERATIONS
  Net sales             $ 894,499  $ 880,776  $  875,869  $1,031,234  $ 995,404
  Cost of sales           670,150    723,243     673,782     774,264    751,291
  Selling, general and ad-
    ministrative expense  207,857    199,453     188,752     202,319    201,807
  Restructuring costs           -      8,290           -      (1,680)     4,132
  Other operating income   (1,448)    (1,302)     (1,076)     (1,092)    (1,773)
  Operating income (loss)  17,940    (48,908)     14,411      57,423     39,947
  Net gain on sale of product
    lines and other assets(18,163)    (2,299)     (2,637)          -          -
  Interest expense
    (income), net           3,008      2,486         623      (1,660)    (1,614)
  Other expense, net        1,265      1,831         761       1,363      1,088
  Earnings (loss) before
    income taxes           31,830    (50,926)     15,664      57,720     40,473
  Income taxes (benefit)   12,425    (17,325)      3,950      20,800     15,400
  Net earnings (loss)      19,405    (33,601)     11,714      36,920     25,073

FINANCIAL POSITION
  Current assets        $ 418,851  $ 414,245  $  442,651  $  482,000  $ 460,111
  Current liabilities     160,555    157,094     141,260     173,342    168,374
  Working capital         258,296    257,151     301,391     308,658    291,737
  Property, plant and
    equipment, net         51,049     61,635      60,769      63,705     64,332
  Total assets            528,311    535,540     521,946     553,830    534,203
  Long-term debt           36,624     60,132      23,226      24,886     26,546
  Shareholders' equity    303,183    291,947     333,581     332,046    316,377

PER SHARE AMOUNTS
  Net earnings (loss) per
     share - basic      $     .86  $   (1.50) $      .52  $     1.61  $    1.07
  Net earnings (loss) per
    share - diluted           .86      (1.50)        .52        1.57       1.05
  Dividends declared          .44        .44         .44         .44        .44
  Shareholders' equity      13.40      13.00       14.97       14.92      13.68
  Market price range        14.91      18.81       19.50       17.75      16.13
                             9.40       9.42       10.90        8.77      10.06
AVERAGE SHARES OUTSTANDING
  Basic                    22,561     22,408      22,364      22,936     23,468
  Diluted                  23,542     22,408      23,649      24,168     24,810

GENERAL STATISTICS
  Registered shareholders   5,509      5,634       5,869       6,136      6,522
  Employees                 3,499      3,615       3,780       3,825      4,016



Management's Discussion and Analysis
of Financial Condition and Results of Operations
Kaman Corporation and Subsidiaries


RESULTS OF OPERATIONS
Overview

Kaman Corporation is composed of three business segments:
Aerospace, Industrial Distribution, and Music.

     The Aerospace segment's programs are conducted through three
principal businesses, consisting of Aircraft Structures and
Components, Advanced Technology Products, and Helicopter Programs.
The Aircraft Structures and Components business involves
aerostructure and helicopter subcontract work as well as
manufacture of components such as self-lubricating bearings and
driveline couplings for aircraft applications. For 2003, this
business constituted 48% of Aerospace segment sales, the same
level as 2002. The aerostructure subcontract element of this
business continues to be an area of strategic emphasis for the
corporation. The Advanced Technology Products business
manufactures products involving systems, devices and assemblies
for a variety of military and commercial applications, including
safe, arm and fuzing devices for several missile and bomb
programs; precision non-contact measuring systems for industrial
and scientific use; electro-optic systems for mine detection and
other applications; and high reliability memory systems for
airborne, shipboard, and ground-based programs. For 2003, this
business constituted 22% of segment sales compared to 21% for
2002. The Advanced Technology Products business is also an area of
strategic emphasis for the corporation. Helicopter Programs
include prime helicopter production along with spare parts and
support. The helicopters produced by this business are the SH-2G
multi-mission maritime helicopter and the K-MAX medium to heavy
external lift helicopter. For 2003, this business constituted 30%
of segment sales compared to 31% for 2002.

     The Industrial Distribution segment is the third largest U.S.
industrial distributor servicing the bearing,
electrical/mechanical power transmission, fluid power, motion
control and materials handling markets in the United States. This
segment offers more than 1.5 million items, as well as value-added
services to a base of more than 50,000 customers spanning nearly
every sector of U.S. industry from about 200 branches and regional
distribution centers in the U.S., Canada, and Mexico.

     The Music segment, the name of which has been changed from
"Music Distribution" in order to better express the breadth of the
segment's other activities, is America's largest independent
distributor of musical instruments and accessories, and is
involved in some combination of designing, manufacturing,

                             Page 2


Management's Discussion and Analysis
of Financial Condition and Results of Operations
Kaman Corporation and Subsidiaries


marketing and distributing more than 15,000 products from five
facilities located in the United States and Canada, to retailers
of all sizes for musicians at all skill levels.

     Results for 2003 reflect weakness in Aerospace segment
performance as well as conditions in the U.S. industrial economy
which adversely affected the Industrial Distribution segment.
Aerospace segment results reflect the impact of several factors,
including adverse conditions in the commercial aerospace market,
difficulties experienced in certain significant segment programs,
including the MD Helicopters, Inc. ("MDHI") helicopter subcontract
program, the Australia SH-2G(A) program, and the Joint
Programmable Fuze ("JPF") program, and cost and operational issues
associated with the transition from the segment's Moosup, Conn.
manufacturing facility to its expanded facility in Jacksonville,
Fla., during 2003. These factors have led to lower sales volume,
which in turn has resulted in overhead and general and
administrative expenses being absorbed at higher rates by active
segment programs and this has led to generally lower profitability
or losses for these programs. The segment is working to address
these issues and is taking actions, where appropriate, to help
bring its cost structure in line with the business base.

     For discussion of the operations of, and factors affecting,
each of these business segments, please refer to the specific
discussions below.






















                             Page 3


Management's Discussion and Analysis
of Financial Condition and Results of Operations
Kaman Corporation and Subsidiaries


TABULAR PRESENTATION OF FINANCIAL RESULTS

The following table summarizes certain financial results of the
corporation and its business segments for calendar years 2003,
2002, and 2001:

             SEGMENT INFORMATION (IN MILLIONS)
                                             
Year Ended December 31,         2003        2002        2001
- ---------------------------------------------------------------
Net sales:
  Aerospace                   $  251.2    $  275.9    $  301.6
  Industrial Distribution        497.9       477.2       453.7
  Music                          145.4       127.7       120.6
- ---------------------------------------------------------------
                              $  894.5    $  880.8    $  875.9
===============================================================
Operating profit (loss):
  Aerospace                   $   14.8    $  (55.2)    $   6.5
  Industrial Distribution         12.7        12.3        13.2
  Music                            9.5         7.2         6.6
- ---------------------------------------------------------------
                                  37.0       (35.7)       26.3
Interest, corporate and
  other expense, net             (23.4)      (17.5)      (13.2)
Net gain on sale of
  product lines and
  other assets                    18.2         2.3         2.6
- ---------------------------------------------------------------
Earnings (loss)
 before income taxes              31.8       (50.9)       15.7
Income taxes (benefit)            12.4       (17.3)        4.0
- ---------------------------------------------------------------
Net earnings (loss)           $   19.4    $  (33.6)    $  11.7
===============================================================



DISCUSSION AND ANALYSIS OF FINANCIAL RESULTS - CONSOLIDATED

The corporation experienced an increase in consolidated net sales
for 2003 compared to 2002 due to increased sales in the Industrial
Distribution and Music segments. The increase in Music was
primarily derived from the acquisition of Latin Percussion, Inc.
Sales  and operating profits for 2003 were adversely affected,
however, by performance in the Aerospace segment.


                             Page 4


Management's Discussion and Analysis
of Financial Condition and Results of Operations
Kaman Corporation and Subsidiaries


     Results for the year 2002 include pre-tax charges of $86.0
million (of which $52.7 million was non-cash) taken in the second
quarter of that year to cover the write down of K-MAX helicopter
assets, principally inventories; for cost growth associated with
the Australian SH-2G(A) helicopter program; and to phase out
operations at the corporation's Moosup, Conn. plant, all items in
the Aerospace segment. Net sales for 2002 included $61.7 million
from acquisitions made during 2002 and 2001, and $16.2 million
from two divested Aerospace segment business lines. Net sales for
2002 were also reduced by $6.5 million as a result of the
adjustment for the Australia helicopter program. Results for 2002
were also adversely affected by weak economic conditions in the
commercial aerospace and industrial markets, which are served by
the corporation's Aerospace and Industrial Distribution segments.

     Net sales for 2001 were reduced by $31.2 million due to the
sales and pre-tax profit adjustment taken in the second quarter of
that year, principally related to cost growth in the Australia
helicopter program. Net sales for 2001 included sales from
acquisitions of $8.0 million. Results for 2001 were adversely
impacted by the above-described adjustment as well as continuing
national economic difficulties that affected each of the
corporation's business segments, but particularly the Industrial
Distribution segment.

DISCUSSION AND ANALYSIS OF NET SALES BY BUSINESS SEGMENT

AEROSPACE SEGMENT

Aerospace segment net sales have decreased in each of the past
three years - 9.0% in 2003, 8.5% in 2002 and 21.0% in 2001.
Results for 2003 in each of the segment's businesses were
adversely affected by a variety of factors, including the current
weak market for commercial airliners, which has caused order
stretch-outs and a lower volume of deliveries than anticipated for
certain Boeing programs, lack of new helicopter orders, and
the stop-work mode of the MDHI program, resulting in lower
sales. The decrease in 2002 was due to the charge described above,
declining revenues from both the New Zealand SH-2G program (which
was completed in early 2003) and the Australia SH-2G(A) program,
and a lack of new SH-2G or K-MAX helicopter sales.

AIRCRAFT STRUCTURES AND COMPONENTS -

Aerostructures subcontract work involves commercial and military
aircraft programs. Current programs include production of aircraft
subassemblies and other parts for virtually all Boeing commercial

                             Page 5


Management's Discussion and Analysis
of Financial Condition and Results of Operations
Kaman Corporation and Subsidiaries


aircraft and the C-17 military transport. This element of the
Aerospace segment operation continues to be an area of strategic
emphasis for the corporation. The low current and projected build
rates for commercial airliners affect this business directly, and
the market has become increasingly cost competitive on an
industry-wide basis.

     Helicopter subcontract work involves commercial and military
helicopter programs. Commercial programs include multi-year
contracts for production of fuselages for the MDHI 500 and 600
series helicopters and composite rotor blades for the MD Explorer
helicopter. Total orders from MDHI have run at significantly lower
rates than originally anticipated due to lower than expected
demand. The corporation's investment in these contracts consists
of $4.4 million in billed receivables and $16.4 million in
recoverable costs - not billed (including start-up costs and other
program expenditures) as of December 31, 2003. In 2003, the
corporation received payments totaling $4.4 million, primarily for
items shipped during 2003. The recoverability of unbilled costs
will depend to a significant extent upon MDHI's future
requirements through 2013. The corporation stopped production on
these contracts in the second quarter of 2003, while working
closely with this customer to resolve overall payment issues and
establish conditions under which production could be resumed,
including the timing thereof. Based upon MDHI's projected future
requirements and inventory on hand at both MDHI and Kaman, this
would not be expected to occur until the second half of 2004 at
the earliest. Although the outcome is not certain, the corporation
understands that MDHI management is pursuing strategies to improve
its current financial and operational circumstances.

    The segment's Kamatics operation manufactures proprietary
self-lubricating bearings used in aircraft flight controls,
turbine engines and landing gear and produces driveline couplings
for helicopters. This business had increased sales in 2003 with
military and commercial aftermarket sales helping to offset
continued softness in commercial and regional aircraft
manufacturing. Kamatics' products are in wide use in commercial
airliners operated by the major and regional airlines, and
increasingly, in military programs. Boeing is Kamatics' largest
commercial customer.

ADVANCED TECHNOLOGY PRODUCTS -

Advanced Technology Products is also an area of strategic emphasis
for the corporation. In July 2002, the corporation acquired
Dayron, a weapons fuze manufacturer for a variety of munitions

                             Page 6


Management's Discussion and Analysis
of Financial Condition and Results of Operations
Kaman Corporation and Subsidiaries


programs. The principal motivation for the acquisition was a
Dayron contract to develop a fuze for the U.S. Air Force and Navy
Joint Programmable Fuze program. The JPF program is expected to
generate substantial business once final qualification has been
achieved and future production orders have been received. Final
qualification testing was undertaken early in 2003 but test
results at that time necessitated additional qualification work,
which has delayed production unit sales and increased program
costs. Final qualification testing resumed in the fourth quarter
of 2003, however, with Dayron completing the portion of
qualification testing required to be conducted by it as the
contractor. The customer has now resumed its portion of the
qualification testing with positive early results. Management
expects that final qualification testing will be completed in
March 2004.

HELICOPTER PROGRAMS -

The segment's helicopter products include the SH-2G multi-mission
maritime helicopter and the K-MAX medium-to-heavy external lift
helicopter. The SH-2G helicopter represents the majority of the
segment's helicopter program sales and generally consists of
retrofit of the corporation's SH-2F helicopters to the SH-2G
configuration or refurbishment of existing SH-2G helicopters. The
SH-2, including its F and G configurations, was originally
manufactured for the U.S. Navy. The SH-2G aircraft is currently in
service with the Egyptian Air Force and the New Zealand and Polish
navies.

     The program for five retrofit SH-2G aircraft for New Zealand,
which had a contract value of about $190 million, was completed
early in 2003. A much smaller program for the refurbishment of
four SH-2G aircraft for Poland, which had a contract value of
almost $7 million, was completed during 2003.

     Work continues on the SH-2G(A) program for Australia which
involves eleven helicopters with support, including a support
services facility, for the Royal Australian Navy ("RAN"). The
total contract has an anticipated value of about $723 million.
The helicopter production portion of the program is valued
at approximately $598 million, of which about 96% has been
recorded as sales through December 31, 2003. As previously
reported, this contract is now in a loss position due to increases
in anticipated costs to complete the program which were reflected
in the $25.0 million pre-tax charge taken in 2002 and the $31.2
million sales and pre-tax profit adjustment taken in 2001.


                             Page 7


Management's Discussion and Analysis
of Financial Condition and Results of Operations
Kaman Corporation and Subsidiaries


     Production of all the SH-2G(A) aircraft is essentially
complete. As previously reported, the aircraft lack the full
Integrated Tactical Avionics System ("ITAS") software and progress
is continuing on this element of the program. In September 2003,
the RAN began the process of provisional acceptance of these
aircraft after receiving a decision to proceed from the Australian
government. The corporation expects to be able to deliver the full
capability of the ITAS weapons system software in late 2004 with
final acceptance anticipated in 2005. While management believes
that the corporation's reserves are sufficient to cover estimated
costs to complete the program, final development of the software
by subcontractors and its integration, which is the corporation's
responsibility, are yet to come and they are complex tasks.

     The corporation continues to pursue other opportunities for
the SH-2G helicopter in the international defense market. This
market is highly competitive and heavily influenced by economic
and political conditions. However, management continues to believe
that the aircraft is in a good competitive position to meet the
specialized needs of navies around the world that operate smaller
ships for which the SH-2G is ideally sized.

     The corporation also maintains a consignment of the U.S.
Navy's inventory of SH-2 spare parts under a multi-year agreement
that provides the corporation the ability to utilize certain
inventory for support of its SH-2G programs.

     With respect to its K-MAX helicopter program, the segment
continues to pursue both a sale and short-term lease program for
existing K-MAX aircraft inventory that was written down to
estimated fair market value in 2002. As previously reported, this
approach follows a 2002 market evaluation of the K-MAX helicopter
program which had experienced several years of significant market
difficulties. In connection with this decision, the corporation
wrote down the value of existing aircraft, excess spare parts, and
equipment inventories ($46.7 million for inventories and $3.3
million for capital equipment). Development costs for the aircraft
were expensed in earlier years when incurred. On a going forward
basis, the corporation intends to maintain adequate inventories
and personnel to support the fleet and additional aircraft will be
produced only upon firm order by a customer. During 2003, two
K-MAX helicopters were leased and two others were converted from
leases to sales. The sales produced pre-tax profit of $2.1
million. Currently, there are seven K-MAX aircraft remaining
available for sale, including the two K-MAX aircraft currently
leased to customers.


                             Page 8


Management's Discussion and Analysis
of Financial Condition and Results of Operations
Kaman Corporation and Subsidiaries


INDUSTRIAL DISTRIBUTION SEGMENT

Industrial Distribution segment net sales increased 4.3% for 2003
and 5.2% for 2002 compared to a decrease of 12.9% for 2001. Net
sales for 2003 included $6.5 million from an acquisition made
early in the fourth quarter of the year. Net sales for 2002
included $38.0 million from acquisitions made during 2002 and
2001, while net sales for 2001 included $8.0 million from
acquisitions made in 2001.

     This segment is the third largest U.S. industrial distributor
servicing the bearing, electrical/mechanical power transmission,
fluid power, motion control and materials handling markets in the
United States, offering more than 1.5 million items, as well as
value-added services, to a base of more than 50,000 customers
spanning nearly every sector of U.S. heavy and light industry from
approximately 200 branches and regional distribution centers in
the U.S., Canada, and Mexico.

     Because the segment's customers include a broad spectrum of
U.S. industry, this business is directly affected by national
macroeconomic variables such as the percentage of plant capacity
utilization within the U.S. industrial base, and the business
tends to track the U.S. Industrial Production Index with a short
lag. The segment has been adversely affected by conditions in the
manufacturing sector that have existed since late 2000. During
this period, cost controls and focus on working capital investment
helped performance.

     During 2003, economic conditions continued to be difficult
and the segment performed in line with these circumstances,
although it benefited from acquisitions completed in the past
several years and from awards of new business at the national
account level. Late in 2003, the segment began to experience
increased requests for proposals and order activity; although
industrial production levels remain far from the levels sustained
several years ago, management is encouraged by signs of
improvement in national industrial markets.

     Success in the segment's markets requires a combination of
competitive pricing and value-added services that save the
customer money while helping it become more efficient and
productive. Management believes that this segment has the
appropriate platforms, including technology, systems management
and customer and supplier relationships to compete effectively in
the evolving and highly fragmented industrial distribution
industry. The segment's size and scale of operations allow it to

                             Page 9


Management's Discussion and Analysis
of Financial Condition and Results of Operations
Kaman Corporation and Subsidiaries


attract highly skilled personnel and realize internal operating
efficiencies, and also to take advantage of vendor incentives in
the form of rebates, which tend to favor the larger distributors.
Management believes that the segment's resources and product
knowledge enable it to offer a comprehensive product line and
invest in sophisticated inventory management and control systems
while its position in the industry enhances its ability to rebound
during economic recoveries and grow through acquisitions.

     In addition, over the past several years, large companies
have increasingly centralized their purchasing through suppliers
that can service all of their plant locations across a wide
geographic area. As this trend continues, the segment has expanded
its presence in geographic markets considered key to winning these
customers through acquisitions in the upper Midwest and Mexico,
and the selective opening of new branches. Early in the fourth
quarter of 2003, the segment acquired a majority of the net assets
and business of Industrial Supplies, Inc. ("ISI"), of Birmingham,
Alabama, a distributor of a wide variety of bearing, conveyor,
electrical, fluid power and power transmission components used by
manufacturing, mining, steel, lumber, pulp and paper, food and
other industries. As a result of the acquisition, the segment now
operates four branches in Alabama and one branch in Florida
formerly maintained by ISI, and has therefore expanded its
presence in the increasingly important southeast industrial
market. The segment also added branches in the Dallas and Richmond
areas during 2003, so that as of the end of the year, the segment
now serves 70 of the top 100 industrial markets in the country.
Management's goal is to grow the Industrial Distribution segment
by expanding into additional areas that enhance its ability to
compete for large regional and national customer accounts.

     As previously reported, this segment had experienced an
increase in the number of "John Doe" type legal proceedings filed
against it, generally relating to parts allegedly supplied to the
U.S. Navy's shipyard in San Diego, California by a predecessor
company over 25 years ago, that may have contained asbestos. While
management believes that the segment has good defenses to these
claims, it is in the process of settling virtually all of the
claims for amounts, which in the aggregate are immaterial, with
contribution from insurance carriers. Management does not
currently expect that these circumstances will have a material
adverse effect on the corporation.





                             Page 10


Management's Discussion and Analysis
of Financial Condition and Results of Operations
Kaman Corporation and Subsidiaries


MUSIC SEGMENT
(FORMERLY THE MUSIC DISTRIBUTION SEGMENT)

Music segment net sales increased 13.9% in 2003 and 5.9% in 2002
compared to a decrease of 6.2% in 2001. Net sales for 2003
included $18.6 million generated by Latin Percussion, the world
leader in hand percussion instruments that was acquired in October
2002, while net sales for 2002 included $3.7 million from Latin
Percussion. This segment's business is directly affected by
consumer confidence levels and although results for the segment's
base business (i.e., without Latin Percussion) reflected a
somewhat weak consumer environment, conditions improved toward the
end of the year and the segment had good results overall,
including a good Christmas season, particularly at the large
national stores.

     The segment's array of instruments includes premier and
proprietary products, such as the Ovation (registered trademark)
and Hamer (registered trademark) guitars, and Takamine (registered
trademark) guitars under its exclusive distribution agreement. To
enhance its market position, the segment has significantly
extended its line of percussion products and accessories over the
past two years, augmenting its CB, Toca (registered trademark) and
Gibraltar (registered trademark) lines with the addition of an
exclusive distribution agreement with Gretsch (registered
trademark) drums in 2001 and the acquisition of Latin Percussion
in 2002. In September 2003, the segment acquired Genz Benz
Enclosures, Inc., a small manufacturer of amplification and sound
reinforcement equipment. Genz Benz has been working with the
segment for several years through an exclusive distribution
agreement, so while the acquisition will not add immediate
incremental sales, it does assure the segment of ownership of this
product line. The segment continues to seek opportunities to add
exclusive premier brand product lines that would build upon the
segment's market position.

DISCUSSION AND ANALYSIS OF OPERATING PROFITS - CONSOLIDATED

As would be expected with any commercial business, operating
profits is a key indicator utilized by management in its
evaluation of the performance of its business segments. The
corporation's segments, in total, had net operating profits of
$37.0 million for 2003 compared to a net operating loss of $35.7
million in 2002. Total net operating profits were $26.3 million
for 2001.



                             Page 11


Management's Discussion and Analysis
of Financial Condition and Results of Operations
Kaman Corporation and Subsidiaries


     Results for 2003 reflect the impact on the corporation's
businesses of continued weakness in the U.S. manufacturing sector
and commercial aircraft markets and the increasingly competitive
conditions resulting therefrom, in combination with the costs
associated with the transition from the Aerospace segment's Moosup
facility to expanded facilities in Jacksonville and the stop-work
status of the MDHI program.

     Another key performance indicator for management is each
business segment's return on investment. Management defines
"return on investment" as operating profits divided by average
investment for each segment. Average investment is computed by
combining equity, intercompany borrowings plus letters of credit
and, for foreign subsidiaries, outside debt financings. The
corporation's goals for return on investment are expressed as a
range, with 15% at the lower end of the range. For 2003, the Music
segment performed above the minimum percentage, while the
Industrial Distribution and Aerospace segments performed below the
minimum.

     The 2002 results reflect difficult economic conditions in
that year and include the second quarter pre-tax charge of $86.0
million described earlier. The 2001 results include the $31.2
million second quarter sales and pre-tax profit adjustment
described earlier and reflect lower revenues in the Australia and
New Zealand SH-2G helicopter programs as well as lower sales in
the Industrial Distribution segment due to economic conditions.

DISCUSSION AND ANALYSIS OF OPERATING PROFITS BY BUSINESS SEGMENT

AEROSPACE SEGMENT

Results for the year 2003 reflect the impact of the factors
described previously (i.e., costs associated with the move from
the Moosup facility to Jacksonville, the current weak market for
commercial airliners, the absence of new helicopter orders, and
the stop-work mode of the MDHI program) upon the Kaman Aerospace
subsidiary, and include $3.6 million in ongoing relocation and
recertification costs related to the move from Moosup to
Jacksonville and $1.4 million in idle facilities and related
costs, most of which relate to the Moosup facility. The result has
been lower sales volume, which in turn has resulted in overhead
and general and administrative expenses being absorbed at higher
rates by active segment programs; this has led to generally lower
profitability or losses for these programs. Management continues
to evaluate Kaman Aerospace's cost structure, including its
manpower requirements, and action is being taken, where

                             Page 12


Management's Discussion and Analysis
of Financial Condition and Results of Operations
Kaman Corporation and Subsidiaries


appropriate, to help bring cost structure in line with the
business base. Management directed the move from Moosup, the
corporation's oldest facility, to Jacksonville, a modern, expanded
facility, in order to provide a lower cost base from which to
compete in the aerostructures subcontract arena. This move was
essentially completed in 2003. However, the transition has
generated additional costs associated with the phase-out of
Moosup, production man-hour performance in Jacksonville, which has
not yet achieved the levels that had existed on an overall basis
in Moosup, and the normal FAA and customer requirements to
requalify manufacturing and quality processes in Jacksonville.
These factors have resulted in lower profitability or losses in
certain aerostructures programs. While these costs continue to be
an issue going into 2004, the opportunity to operate at lower cost
in Jacksonville remains evident and is an expectation for the
future. The Jacksonville facility is ready to accept additional
business, although that may take time to develop in the present
environment.

     Despite current circumstances, to date, management has
elected to continue expenditures for longer-term competitiveness
in the commercial aircraft market and to maintain its prime
helicopter program capabilities.

     For the year 2002, the Aerospace segment had an operating
loss of $55.2 million, primarily due to the previously described
$86.0 million charge. Included in the second quarter 2002 pre-tax
charge was $11.0 million for the cost of phasing out the
corporation's Moosup manufacturing plant. The charge represents
severance costs of about $3.3 million at the Moosup and
Bloomfield, Connecticut locations which is expected to involve the
separation from service of approximately 400 employees (of which a
total of $2.2 million had been paid for 289 such separations as of
December 31, 2003); asset write-offs of about $2.7 million; and
$5.0 million for the cost of closing the facility (including costs
associated with an ongoing voluntary environmental remediation
program). Operating profits for the Aerospace segment were $6.5
million in 2001, a decrease from $44.2 million the prior year,
reflecting the sales and pre-tax profit adjustment in the
Aerospace segment for that year and lower revenues from the
Australia and New Zealand SH-2G helicopter programs.







                             Page 13


Management's Discussion and Analysis
of Financial Condition and Results of Operations
Kaman Corporation and Subsidiaries


INDUSTRIAL DISTRIBUTION SEGMENT

Results in this segment for each of the past three years reflect
the weak economic performance in the U.S. manufacturing sector
that has existed since the latter part of 2000. Because the
segment's customers include a broad spectrum of U.S. industry,
this business is directly affected by national macroeconomic
variables such as the percentage of plant capacity utilization
within the U.S. industrial base and the business tends to track
the U.S. Industrial Production Index with a short lag.
Particularly in this type of environment, vendor incentives in the
form of rebates (i.e., vendors provide inventory purchase rebates
to distributors at specified volume-purchasing levels) have been a
major contributor to the segment's operating profits in each of
the past three years. In addition, cost controls and focus on
working capital investment helped performance.

MUSIC SEGMENT

Music segment operating profits for 2003 and 2002 reflect
continued consumer spending in the music retail market and the
positive effects of the acquisition of Latin Percussion.

NET EARNINGS AND CERTAIN EXPENSE ITEMS

For the year 2003, the corporation reported net earnings of $19.4
million or $0.86 per share diluted, including an after-tax gain of
$10.6 million or $0.48 per share from the sale of its
Electromagnetics Development Center ("EDC") in January 2003,
compared to a net loss of $33.6 million, or $1.50 net loss per
share diluted, in 2002. Net earnings for 2001 were $11.7 million,
or $0.52 per diluted share. The 2002 and 2001 results each include
the charges or adjustments previously described.

     Selling, general and administrative expenses for the year
2003 were higher than for 2002, largely due to acquisitions and to
increases in corporate expenses attributable to several items,
including a reduction in group insurance liabilities for 2002 that
did not recur in 2003, and growth in stock appreciation rights,
pension, and general insurance expense. Selling, general and
administrative expenses for 2002 were higher than for 2001,
principally due to acquisitions.

     For each of the years ended December 31, 2003 and 2002, net
interest expense increased, principally due to borrowings to fund
acquisitions. For the year ended December 31, 2001, interest
expense exceeded interest income due to a reduction of surplus
cash.
                             Page 14


Management's Discussion and Analysis
of Financial Condition and Results of Operations
Kaman Corporation and Subsidiaries


     The consolidated effective income tax rate for the year 2003
was 39%. For 2002, there was a tax benefit calculated at
approximately 34%, representing the combined estimated federal and
state tax effect attributable to the second quarter loss. In the
2001 period, the corporation adjusted its estimated tax rate to
25%, primarily due to reduced tax considerations on the Australian
helicopter program.

     For a discussion of Financial Accounting Standards Board
Statements applicable to the corporation, please refer to the
Recent Accounting Standards Note in the Notes to Consolidated
Financial Statements of Kaman Corporation and Subsidiaries for the
year ended December 31, 2003.

CRITICAL ACCOUNTING ESTIMATES

The preparation of consolidated financial statements in conformity
with accounting principles generally accepted in the United States
of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and
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. Significant accounting
policies are disclosed in the Notes to Consolidated Financial
Statements of Kaman Corporation and Subsidiaries for the year
ended December 31, 2003. The most significant areas currently
involving management judgments and estimates are described below.
Actual results could differ from those estimates.

LONG-TERM CONTRACTS - REVENUE RECOGNITION

Sales and estimated profits under long-term contracts are
principally recognized on the percentage-of-completion method of
accounting, generally using as a measurement basis either (1) a
ratio that costs incurred bear to estimated total costs, after
giving effect to estimates of cost to complete based upon most
recent information for each contract, or (2) units-of-delivery.
Reviews of contracts are made regularly throughout their lives and
revisions in profit estimates are recorded in the accounting
period in which the revisions are made. Any anticipated contract
losses are charged to operations when first indicated.

     The percentage-of-completion method requires estimates of
future revenues and costs over the life of a contract. In some
cases, estimates of future revenues are based on projected
customer requirements. Contract costs may be incurred over a
period of several years, and the estimation of these costs

                             Page 15


Management's Discussion and Analysis
of Financial Condition and Results of Operations
Kaman Corporation and Subsidiaries


requires management's judgment. The complexity of certain
programs, including the SH-2G(A) program for the Royal Australian
Navy, the effects of the corporation's transition of manufacturing
operations from Moosup to Jacksonville, and the impact on the
absorption of overhead expenditures caused by a lower volume of
deliveries than anticipated on certain programs, could affect the
corporation's ability to precisely estimate future contract costs.

     Specifically, the corporation is required to make significant
estimates and assumptions related to its completion of a long-term
contract with the Royal Australian Navy. The remaining estimates
are generally associated with the completion of the Integrated
Tactical Avionics System software and its integration into the
aircraft. While the corporation believes its reserves are
sufficient to cover estimated costs to complete the program, final
development of the software by subcontractors and its integration,
which is the corporation's responsibility, are yet to come, and
these are complex tasks. Technical difficulties could increase
costs and/or delay customer payments. See the Accounts Receivable
section of the Critical Accounting Estimates for additional RAN
program information.

ACCOUNTS RECEIVABLE

Trade accounts receivable consist of amounts billed and currently
due from customers. The allowance for doubtful accounts reflects
management's best estimate of probable losses inherent in the
trade accounts receivable balance. Management determines the
allowance for doubtful accounts based on known troubled accounts,
historical experience, and other currently available evidence.
Billed amounts for U.S. Government, commercial, and other
government contracts consist of amounts billed and currently due
from customers. Recoverable costs and accrued profit - not billed
for U.S. Government, commercial, and other government contracts
primarily relate to costs incurred on contracts which will become
billable upon future deliveries, achievement of specific contract
milestones or completion of engineering and service type
contracts.

     The corporation had $74.8 million and $72.5 million of trade
receivables at December 31, 2003 and 2002, respectively. The
allowance for doubtful accounts for trade receivables was $3.3
million and $2.9 million at December 31, 2003 and 2002,
respectively. Accounts receivable written off, net of recoveries,
in years 2003 and 2002 were $1.2 million and $2.2 million,
respectively. In addition to trade receivables, the corporation
had $118.4 million and $123.4 million of amounts due from

                             Page 16


Management's Discussion and Analysis
of Financial Condition and Results of Operations
Kaman Corporation and Subsidiaries


government and commercial contracts at December 31, 2003 and 2002,
respectively. The corporation evaluates, on an ongoing basis, the
recoverable costs associated with its government and commercial
contracts. Specifically, the corporation had an investment of
billed receivables and recoverable costs not billed of $20.8
million as of December 31, 2003 with its customer, MDHI. The
recoverability of this investment will depend to a significant
extent upon MDHI's future requirements through 2013. Should these
future requirements not be realized, an adjustment to the then
remaining balance could be required.

     In applying the guidance of Statement of Financial Accounting
Standards No. 5, "Accounting for Contingencies" ("SFAS 5"), the
corporation's management has concluded that some level of
impairment to the MDHI investment, while not probable, is
reasonably possible. In assessing the range of potential loss,
current program estimates project the entire amount of the
corporation's current investment to be recoverable over the full
term of the contracts, which makes the minimum end of the
potential loss range zero. Therefore, no impairment to the
carrying value of the corporation's investment in the MDHI
programs has been recorded to date.

     In addition, the corporation had $60.8 million of recoverable
costs not billed with the RAN as of December 31, 2003, which will
be due and payable as the segment satisfactorily completes the
program. The final amount of recoverable costs not billed will be
offset by $19.0 million of advances on contracts previously paid
to the corporation by the RAN. Also, $20.9 million will be
required to fund the program's accrued contract loss as of
December 31, 2003.

INVENTORIES

Inventory of merchandise for resale is stated at cost (using the
average costing method) or market, whichever is lower. Contracts
and work in process, and finished goods are valued at production
cost represented by material, labor and overhead, including
general and administrative expenses where applicable. Contracts
and work in process, and finished goods are not recorded in excess
of net realizable values.

     The corporation had $179.0 million and $164.7 million of
inventory as of December 31, 2003 and 2002, respectively.
Inventory valuation at the Industrial Distribution and Music
segments generally requires less subjective management judgment
than valuation of certain Aerospace segment inventory, including

                             Page 17


Management's Discussion and Analysis
of Financial Condition and Results of Operations
Kaman Corporation and Subsidiaries


the K-MAX inventory. Based upon a market evaluation in 2002, the
corporation wrote down its K-MAX inventory in the amount of $46.7
million in that year. The corporation believes its K-MAX inventory
of $33.4 million at December 31, 2003 is stated at net realizable
value, although lack of demand for this product in the future
could result in additional write-downs of the inventory value.

VENDOR INCENTIVES

The corporation's Industrial Distribution segment enters into
agreements with certain vendors providing for inventory purchase
incentives that are generally earned upon achieving specified
volume-purchasing levels. The segment recognizes these incentives
as a reduction in cost of goods sold. Supplier incentives have
been an important contributor to the segment's operating profits.
While management believes that vendors will continue to offer
incentives, there can be no assurance that the Industrial
Distribution segment will continue to receive comparable amounts
in the future.

GOODWILL AND OTHER INTANGIBLE ASSETS ACCOUNTING

Goodwill and certain other intangible assets are no longer
required to be amortized but rather are evaluated at least
annually for impairment. The corporation utilizes discounted cash
flow models to determine fair value used in the goodwill and other
intangible asset impairment evaluations. Management's estimates of
fair value are based upon factors such as projected sales and cash
flows and other elements requiring significant judgments. The
corporation utilizes the best available information to prepare its
estimates and perform impairment evaluations; however, actual
results could differ significantly, resulting in the future
impairment of recorded goodwill and other intangible asset
balances.

     The corporation has made a number of acquisitions during the
last three years, which have involved goodwill and other
intangible assets. The total value of these items, including
previously recorded goodwill and other intangible assets, was
$53.3 million and $51.0 million as of December 31, 2003 and 2002,
respectively. Based upon the corporation's analysis, management
believes these assets are not impaired as of December 31, 2003.

PENSION PLAN ACTUARIAL ASSUMPTIONS

The corporation's pension benefit obligations and related costs
are calculated using actuarial concepts within the framework of

                             Page 18


Management's Discussion and Analysis
of Financial Condition and Results of Operations
Kaman Corporation and Subsidiaries


Statement of Financial Accounting Standards No. 87, "Employers'
Accounting for Pensions" ("SFAS 87"). Two critical assumptions,
the discount rate and the expected return on plan assets, are
important elements of expense and/or liability measurement. These
critical assumptions are evaluated annually. Other assumptions
involve demographic factors such as retirement, mortality,
turnover and rate of compensation increases.

     The discount rate enables management to state expected future
cash flow as a present value on the measurement date. The
guideline for setting this rate is a high-quality long-term
corporate bond rate. A lower discount rate increases the present
value of benefit obligations and increases pension expense. The
Kaman Employees' Pension Plan used a discount rate of 7.0% in 2003
and 7.5% in 2002 for purposes of calculating net periodic benefit
cost. A one percentage point decrease in the assumed discount rate
would increase annual pension expense in 2003 by $1.7 million. A
one percentage point increase in the assumed discount rate would
decrease annual pension expense in 2003 by $3.2 million.

     To determine the expected return on plan assets, management
considers the current and expected asset allocation, as well as
historical and expected returns on each plan asset class. A lower
expected rate of return on pension plan assets will increase
pension expense. The expected return on plan assets was 8.5% and
8.6% at December 31, 2003 and 2002, respectively. A one percentage
point increase/decrease in the return on pension plan asset
assumption would decrease/increase annual pension expense in 2003
by $3.7 million.

LIQUIDITY AND CAPITAL RESOURCES

DISCUSSION AND ANALYSIS OF CASH FLOWS - CALENDAR YEAR 2003

Management assesses the corporation's liquidity in terms of its
ability to generate cash to fund operating, investing and
financing activities. Cash flow generation is another key
performance indicator reviewed by management in evaluating
business segment performance. Significant factors affecting the
management of liquidity might include cash flows generated from or
used by operating activities, capital expenditures, investments in
the business segments and their programs, acquisitions, dividends,
adequacy of available bank lines of credit, and factors which
might otherwise affect the corporation's business and operations
generally, as described below under the heading "Forward-Looking
Statements". Management believes that the corporation's annual
cash flow from operations and available unused bank lines of

                             Page 19


Management's Discussion and Analysis
of Financial Condition and Results of Operations
Kaman Corporation and Subsidiaries


credit under its revolving credit agreement will be sufficient to
finance its working capital and other recurring capital
requirements for the next twelve-month period. Management is aware
that earnings for 2003 were weak and the principal source of that
weakness is in the Aerospace segment which has been adversely
affected by conditions in the commercial aerospace market.
Aerospace management is working to address these issues through
its sales efforts as well as evaluation of its current cost
structure with the goal of improving operating profits and cash
flow generation.

     Operating activities provided cash in the amount of $26.6
million for 2003. These results reflect reductions in accounts
receivable in the Aerospace segment and in inventories in both the
Industrial Distribution and Music segments, and increases in
accounts payable in the Industrial Distribution segment, offset by
increases in inventories in the Aerospace segment, largely related
to the K-MAX program. The K-MAX inventory increase relates
primarily to production of rotor blades in anticipation of their
use for replacement purposes and investment in anticipated
overhauls, neither of which circumstances occurred to the extent
expected during 2003.

     The largest element of cash flows provided from investing
activities for 2003 consisted of the proceeds from the sale of the
EDC operation. Approximately $8 million was used for acquisitions
during the year. Cash used in financing for 2003 consisted of
reductions in long-term debt and payments of dividends to
shareholders.



















                             Page 20


Management's Discussion and Analysis
of Financial Condition and Results of Operations
Kaman Corporation and Subsidiaries


CONTRACTUAL OBLIGATIONS

The following table summarizes certain of the corporation's
contractual obligations as of December 31, 2003:


                             Payments due by period (in millions)
- ------------------------------------------------------------------
                                             
                                                             More
Contractual                 Within       1-3       3-5      than 5
Obligations        Total    1 year      years     years     years
- ------------------------------------------------------------------
Long-term debt    $ 38.3    $  1.7     $ 20.0    $  3.3     $ 13.3
- ------------------------------------------------------------------
Operating leases    29.2      13.0       10.3       3.4        2.5
- ------------------------------------------------------------------
Purchase
  obligations (A)  142.3      77.4       19.8      14.6       30.5
- ------------------------------------------------------------------
Other long-term
  liabilities (B)   28.0       2.5        4.6       3.0       17.9
- ------------------------------------------------------------------
Total             $237.8    $ 94.6     $ 54.7    $ 24.3     $ 64.2
==================================================================


(A) This category includes purchase commitments with suppliers for
materials and supplies as part of the ordinary course of business,
consulting arrangements and support services. Only obligations in
the amount of at least fifty thousand dollars are included.

(B) This category includes obligations under the corporation's
supplemental employees' retirement plan and deferred compensation
plan and a supplemental disability income arrangement for one
former company officer.












                             Page 21


Management's Discussion and Analysis
of Financial Condition and Results of Operations
Kaman Corporation and Subsidiaries


OFF-BALANCE SHEET ARRANGEMENTS

The following table summarizes the corporation's off-balance sheet
arrangements, which consist principally of letters of credit and
obligations to pay earn outs with respect to certain acquisitions:


                              Payments due by period (in millions)
- ------------------------------------------------------------------
                                            
                                                            More
Off-balance sheet           Within      1-3       3-5      than 5
arrangements       Total    1 year     years     years     years
- ------------------------------------------------------------------
Outstanding letters
 of credit under the
 Revolving Credit
 Agreement         $ 29.8    $ 26.8     $ 3.0     $   -    $   -
- ------------------------------------------------------------------
Other outstanding
 letters of credit    7.0       7.0         -         -        -
- ------------------------------------------------------------------
Acquisition
 earn outs (A)       25.0         -         -         -        -
- ------------------------------------------------------------------
Total              $ 61.8    $ 33.8     $ 3.0     $   -    $   -
==================================================================


(A) The obligation to pay earn out amounts depends upon the
attainment of specific sales goals for Dayron, a company acquired
in 2002. Since it is not feasible to estimate exactly when such
payments may become due, they are stated in the aggregate only.
One million dollars was accrued for such earn out payments in
2003.




DISCUSSION AND ANALYSIS OF CASH FLOWS -
CALENDAR YEARS 2002 AND 2001

For calendar year 2002, operating activities used a net of $11.2
million of cash. The Industrial Distribution segment was the
largest user of working capital during 2002, mostly due to growth
in receivables and inventories and reductions in accounts
payables. Cash flow for the year was generally not affected by the

                             Page 22


Management's Discussion and Analysis
of Financial Condition and Results of Operations
Kaman Corporation and Subsidiaries


$86.0 million second quarter Aerospace charges previously
described because $52.7 million of the charges were non-cash in
nature, $26.8 million was expected to be paid in future years and
$6.5 million consisted of a write-down of receivables.

     During 2002, cash was used by investing activities
principally due to the acquisitions of Delamac in the Industrial
Distribution segment, Dayron and RWG in the Aerospace segment, and
Latin Percussion in the Music segment and by the purchase of items
such as machinery and computer equipment; cash in the amount of
approximately $51.2 million was used for the acquisitions. This
was offset to some degree by the sale of the microwave products
line. Cash provided by financing activities was primarily
attributable to bank borrowings to fund the acquisitions. This was
partially offset by the payment of dividends to shareholders.

     For calendar year 2001, operating activities provided cash in
the amount of $20.1 million. These results were due primarily to
net reductions in accounts receivable in the Aerospace and
Industrial Distribution segments, including the $31.2 million
sales and pre-tax profit adjustment in the Aerospace segment, and
reductions in inventories in the Industrial Distribution and Music
segments. This was offset by decreases in accounts payable in the
Aerospace and Music segments and accrued expenses and payables
throughout each of the segments and by a reduction in advances on
contracts in the Aerospace segment. Other items include a
reduction in income taxes payable as well as an increase in other
current assets, which relate primarily to the tax benefits
associated with the adjustment and a net pension income item,
respectively. During the year 2001, cash was used in investing
activities for the A-C Supply asset acquisition in the Industrial
Distribution segment, the Plastic Fabricating Company, Inc. stock
acquisition in the Aerospace segment, and for the purchase of
items such as machinery and computer equipment, which usage was
offset somewhat by proceeds from the sale of assets. Cash used by
financing activities was primarily attributable to the payment of
dividends to common shareholders, and to a lesser degree the
sinking fund requirement for the corporation's debentures
(described below) and repurchase of the corporation's Class A
common stock pursuant to a repurchase program for use in
administration of the corporation's stock plans and general
corporate purposes. The corporation had $30.8 million in cash and
cash equivalents at December 31, 2001 with an average balance of
$34.0 million for the year.




                             Page 23


Management's Discussion and Analysis
of Financial Condition and Results of Operations
Kaman Corporation and Subsidiaries


OTHER SOURCES/USES OF CAPITAL

In the past two years, the corporation has sold two non-core
portions of the Aerospace segment in order to free capital for
other uses. Specifically, in January 2003, the corporation sold
EDC, its electric motor and drive business that had sales of
approximately $14 million in 2002, for $27.5 million. In the
second quarter of 2002, the corporation sold its microwave
products line. That product line was associated with the former
Kaman Sciences Corp. subsidiary which was sold in 1997. Microwave
product sales were about $7.5 million in 2001.

     At December 31, 2003, the corporation had $21.6 million of
its 6% convertible subordinated debentures outstanding. The
debentures are convertible into shares of Class A common stock at
any time on or before March 15, 2012 at a conversion price of
$23.36 per share, generally at the option of the holder. Pursuant
to a sinking fund requirement that began March 15, 1997, the
corporation redeems approximately $1.7 million of the outstanding
principal of the debentures each year.

     In November 2000, the corporation's board of directors
approved a replenishment of the corporation's stock repurchase
program, providing for repurchase of an aggregate of 1.4 million
Class A common shares for use in administration of the
corporation's stock plans and for general corporate purposes. As
of December 31, 2003, a total of about 268,850 shares had been
repurchased since inception of this replenishment program.

FINANCING ARRANGEMENTS

Total average bank borrowings for the year 2003 were $43.0 million
compared to $23.8 million for 2002 and $2.5 million in 2001.

     The corporation maintains a revolving credit agreement (the
"Revolving Credit Agreement") with several banks that provides a
$150 million five-year commitment scheduled to expire in November
2005. Prior to November 2003, the corporation also maintained a
$75 million "364-day" annually renewable facility as part of the
Revolving Credit Agreement. Both portions of the Revolving Credit
Agreement provide for interest at current market rates. In view of
the longer term attractiveness of fixed rates in the current
environment and the fact that the "364-day" facility had never
been used, the corporation permitted it to expire in November
2003. In the third quarter of 2003, the Revolving Credit Agreement
was amended to give potential lenders under a new fixed rate
financing of up to $75 million the same covenant and guarantee

                             Page 24


Management's Discussion and Analysis
of Financial Condition and Results of Operations
Kaman Corporation and Subsidiaries


protections that the Revolving Credit Agreement lenders currently
possess. Facility fees are charged on the basis of the
corporation's credit rating which is a Standard & Poors BBB
investment grade rating. Management believes that such a rating is
favorable for a company of its size. Under the terms of the
current Revolving Credit Agreement, if this rating should
decrease, the effect would be to increase interest rates charged
and facility fees.

     The most restrictive of the covenants contained in the
Revolving Credit Agreement, which the corporation monitors
closely, requires the corporation to have EBITDA, as defined, at
least equal to 300% of net interest expense, on the basis of a
rolling four quarters and a ratio of consolidated total
indebtedness to total capitalization of not more than 55%. The
non-cash portion of the 2002 second quarter charges, up to $52.5
million, were excluded from the financial covenant calculations
during the four quarters ended March 31, 2003.

     In connection with the acquisition of RWG, the corporation
established a 9.5 million Euro term loan and revolving credit
facility (the "Euro Credit Agreement") with Wachovia Bank,
National Association ("Wachovia"), one of its Revolving Credit
Agreement lenders having offices in London. In general, the Euro
Credit Agreement contains the same financial covenants as the
Revolving Credit Agreement described previously and the term of
the Euro Credit Agreement expires at the same time as the
Revolving Credit Agreement. During the third quarter of 2003, the
Euro Credit Agreement was amended to conform with the 2003
amendment to the Revolving Credit Agreement. Also in the third
quarter of 2003, the corporation entered into an arrangement with
Wachovia that permits the corporation to lock in a fixed rate of
interest for the RWG financing.

     Letters of credit are generally considered borrowings for
purposes of the Revolving Credit Agreement. A total of $29.8
million in letters of credit were outstanding at December 31,
2003, a significant portion of which is related to the Australia
SH-2G(A) program. During the second quarter of 2003, the letter of
credit for the production portion of the Australia program was
reduced to a balance of $20 million, which is expected to remain
in place until final acceptance of the aircraft by the RAN.






                             Page 25


Management's Discussion and Analysis
of Financial Condition and Results of Operations
Kaman Corporation and Subsidiaries


FORWARD-LOOKING STATEMENTS

This report contains forward-looking information relating to the
corporation's business and prospects, including the SH-2G and
K-MAX helicopter programs, aerostructures and helicopter
subcontract programs and components, advanced technology products,
the industrial distribution and music businesses, operating cash
flow, and other matters that involve a number of uncertainties
that may cause actual results to differ materially from
expectations. Those uncertainties include, but are not limited to:
1) the successful conclusion of competitions and thereafter
contract negotiations with government authorities, including
foreign governments; 2) political developments in countries where
the corporation intends to do business; 3) standard government
contract provisions permitting renegotiation of terms and
termination for the convenience of the government; 4) economic and
competitive conditions in markets served by the corporation,
particularly industrial production and commercial aviation, and
global economic conditions; 5) satisfactory completion of the
Australian SH-2G(A)program, including successful completion and
integration of the full ITAS software; 6) recovery of the
corporation's investment in the MD Helicopters, Inc. contracts; 7)
achievement of and actual costs for recertifying products and
processes in connection with start-up of the expanded Jacksonville
facility; 8) JPF program final qualification test results and
receipt of production orders; 9) achievement of enhanced business
base in the Aerospace segment in order to better absorb overhead
and general and administrative expenses; 10) successful sale or
lease of existing K-MAX inventory; 11) the condition of consumer
markets for musical instruments; 12) profitable integration of
acquired businesses into the corporation's operations; 13) changes
in supplier sales or vendor incentive policies; 14) the effect of
price increases or decreases; and 15) currency exchange rates,
taxes, changes in laws and regulations, inflation rates, general
business conditions and other factors. Any forward-looking
information should be considered with these factors in mind.












                             Page 26


Selected Quarterly Financial Data
Kaman Corporation and Subsidiaries
(In thousands except per share amounts)


                                    
                         first      second       third      fourth      total
                       quarter     quarter     quarter     quarter       year
- ------------------------------------------------------------------------------
NET SALES
   2003              $ 216,010   $ 216,311   $ 223,324   $ 238,854   $ 894,499
   2002                223,093     209,141     218,266     230,276     880,776

GROSS PROFIT
   2003              $  58,140   $  58,150   $   54,740   $ 53,319   $ 224,349
   2002                 60,410     (19,659)      57,305     59,477     157,533

NET EARNINGS (LOSS)
   2003              $  13,966   $   3,284   $    1,188   $    967   $  19,405
   2002                  5,341     (50,366)       5,572      5,852     (33,601)

PER SHARE - BASIC
   2003              $     .62   $     .15   $      .05   $    .04   $     .86
   2002                    .24       (2.25)         .25        .26       (1.50)

PER SHARE - DILUTED
   2003              $     .60    $    .15   $      .05   $    .04    $    .86
   2002                    .24       (2.25)         .25        .26       (1.50)
- --------------------------------------------------------------------------------

The calculated per share-diluted amount for the twelve months ended December 31,
2002 is anti-dilutive, therefore, amount shown is equal to the basic per share
calculation.

The quarterly per share-diluted amounts for 2003 do not equal the "Total Year"
figure due to the calculation being anti-dilutive in the third and fourth
quarters.


                  

Consolidated Balance Sheets
Kaman Corporation and Subsidiaries
(In thousands except share and per share amounts)


December 31                                      2003       2002
- ------------------------------------------------------------------
                                                  
ASSETS
CURRENT ASSETS
  Cash and cash equivalents                  $   7,130  $   5,571
  Accounts receivable                          193,243    195,857
  Inventories                                  178,952    164,715
  Income taxes receivable                        1,043      5,192
  Deferred income taxes                         26,026     28,450
  Other current assets                          12,457     14,460
- ------------------------------------------------------------------
     Total current assets                      418,851    414,245
- ------------------------------------------------------------------
PROPERTY, PLANT AND EQUIPMENT, NET              51,049     61,635
GOODWILL                                        38,638     35,973
OTHER INTANGIBLE ASSETS, NET                    14,709     15,021
OTHER ASSETS                                     5,064      8,666
- ------------------------------------------------------------------
TOTAL ASSETS                                 $ 528,311  $ 535,540
==================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
  Notes payable                              $   6,013  $   8,647
  Current portion of long-term debt              1,660      1,660
  Accounts payable - trade                      59,600     46,664
  Accrued salaries and wages                     8,698      8,434
  Accrued vacations                              5,885      6,434
  Accrued contract loss                         23,611     26,674
  Accrued restructuring cost                     6,109      7,594
  Advances on contracts                         19,693     22,318
  Other accruals and payables                   29,286     28,669
- ------------------------------------------------------------------
     Total current liabilities                 160,555    157,094
- ------------------------------------------------------------------













                             Page 28


Consolidated Balance Sheets
Kaman Corporation and Subsidiaries
(In thousands except share and per share amounts)

December 31                                      2003       2002
- ------------------------------------------------------------------
                                                  
LONG-TERM DEBT, EXCLUDING CURRENT PORTION       36,624     60,132
OTHER LONG-TERM LIABILITIES                     27,949     26,367

SHAREHOLDERS' EQUITY
  Capital stock, $1 par value per share:
    Preferred stock, authorized 700,000 shares:
      Series 2 preferred stock, 6.5% cumulative
         convertible, authorized 500,000 shares,
         none outstanding                            -          -
    Common stock:
      Class A, authorized 48,500,000 shares,
        nonvoting; $.10 per common share
        dividend preference; issued 23,066,260
        shares in 2003 and 2002                 23,066     23,066
      Class B, authorized 1,500,000 shares,
        voting; issued 667,814 shares
        in 2003 and 2002                           668        668
  Additional paid-in capital                    76,744     77,267
  Retained earnings                            219,401    209,932
  Unamortized restricted stock awards           (1,727)    (2,094)
  Accumulated other comprehensive income (loss) (1,311)    (1,099)
- ------------------------------------------------------------------
                                               316,841    307,740
  Less 1,103,636 shares and 1,274,091 shares
    of Class A common stock in 2003 and 2002,
    respectively, held in treasury, at cost    (13,658)   (15,793)
- ------------------------------------------------------------------
     Total shareholders' equity                303,183    291,947
- ------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY   $ 528,311  $ 535,540
==================================================================

See accompanying notes to consolidated financial statements.













                             Page 29


Consolidated Statements of Operations
Kaman Corporation and Subsidiaries
(In thousands except per share amounts)


Year ended December 31               2003        2002        2001
- ------------------------------------------------------------------
                                               
NET SALES                       $ 894,499   $ 880,776   $ 875,869
- ------------------------------------------------------------------
COSTS AND EXPENSES
  Cost of sales (1)               670,150     723,243     673,782
  Selling, general and
    administrative expense        207,857     199,453     188,752
  Restructuring costs (2)               -       8,290           -
  Other operating income           (1,448)     (1,302)     (1,076)
  Net gain on sale of product
    lines and other assets        (18,163)     (2,299)     (2,637)
  Interest expense (income), net    3,008       2,486         623
  Other expense, net                1,265       1,831         761
- ------------------------------------------------------------------
                                  862,669     931,702     860,205
- ------------------------------------------------------------------
EARNINGS (LOSS) BEFORE
  INCOME TAXES                     31,830     (50,926)     15,664
INCOME TAXES (BENEFIT)             12,425     (17,325)      3,950
- ------------------------------------------------------------------
NET EARNINGS (LOSS)             $  19,405   $ (33,601)  $  11,714
- ------------------------------------------------------------------
PER SHARE
  Net earnings (loss) per share:
    Basic                       $     .86   $   (1.50)  $     .52
    Diluted (3)                       .86       (1.50)        .52
  Dividends declared                  .44         .44         .44
==================================================================

(1) Cost of sales for the twelve months ended December 31, 2002
    includes the write-off of K-MAX assets of $50,000 and Moosup
    facility assets of $2,679, both of which are associated with
    the charge taken in the Aerospace segment.

(2) Restructuring costs for the twelve months ended December 31,
    2002 relate to the closure of the Moosup facility in 2003 and
    are associated with the charge taken in the Aerospace segment.

(3) The calculated diluted per share amounts for the twelve months
    ended December 31, 2002 and 2001 are anti-dilutive, therefore,
    amounts shown are equal to the basic per share calculation.

See accompanying notes to consolidated financial statements.



                             Page 30


Consolidated Statements of Changes in Shareholders' Equity
Kaman Corporation and Subsidiaries
(In thousands except share amounts)



Year ended December 31               2003        2002       2001
- ------------------------------------------------------------------
                                              
SERIES 2 PREFERRED STOCK        $       -   $       -  $        -
- ------------------------------------------------------------------
CLASS A COMMON STOCK               23,066      23,066      23,066
- ------------------------------------------------------------------
CLASS B COMMON STOCK                  668         668         668
- ------------------------------------------------------------------
ADDITIONAL PAID-IN CAPITAL
  Balance - beginning of year      77,267      77,389      77,298
  Employee stock plans               (398)       (304)       (234)
  Restricted stock awards            (125)        182         325
- ------------------------------------------------------------------
  Balance - end of year            76,744      77,267      77,389
- ------------------------------------------------------------------
RETAINED EARNINGS
  Balance - beginning of year     209,932     253,403     251,526
  Net earnings (loss) (1)          19,405     (33,601)     11,714
  Dividends declared               (9,936)     (9,870)     (9,837)
- ------------------------------------------------------------------
  Balance - end of year           219,401     209,932     253,403
- ------------------------------------------------------------------
UNAMORTIZED RESTRICTED STOCK AWARDS
  Balance - beginning of year      (2,094)     (2,206)     (1,643)
  Stock awards issued                (529)       (832)     (1,585)
  Amortization of stock awards        896         944       1,022
- ------------------------------------------------------------------
  Balance - end of year            (1,727)     (2,094)     (2,206)
- ------------------------------------------------------------------
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
  Balance - beginning of year      (1,099)       (919)       (749)
  Foreign currency
    translation adjustment (1)       (212)       (180)       (170)
- ------------------------------------------------------------------
  Balance - end of year            (1,311)     (1,099)       (919)
- ------------------------------------------------------------------










                             Page 31


Consolidated Statements of Changes in Shareholders' Equity
Kaman Corporation and Subsidiaries
(In thousands except share amounts)


Year ended December 31               2003        2002       2001
- ------------------------------------------------------------------
                                              

TREASURY STOCK
  Balance - beginning of year     (15,793)    (17,820)    (18,120)
  Shares acquired in 2003 - 20,000;
     2002 - 37,300; 2001 - 211,550   (205)       (412)     (2,760)
  Shares reissued under various
     stock plans                    2,340       2,439       3,060
- ------------------------------------------------------------------
  Balance - end of year           (13,658)    (15,793)    (17,820)
- ------------------------------------------------------------------
TOTAL SHAREHOLDERS' EQUITY      $ 303,183   $ 291,947  $  333,581
==================================================================


(1) Comprehensive income (loss) is $19,193, $(33,781), and $11,544
    for 2003, 2002 and 2001, respectively.

See accompanying notes to consolidated financial statements.



























                             Page 32


Consolidated Statements of Cash Flows
Kaman Corporation and Subsidiaries
(In thousands)


Year ended December 31               2003        2002        2001
- ------------------------------------------------------------------
                                               
CASH FLOWS FROM OPERATING ACTIVITIES
  Net earnings (loss)           $  19,405   $ (33,601)  $  11,714
  Adjustments to reconcile net
    earnings (loss) to cash
    provided by (used in)
    operating activities:
      Depreciation and
        amortization               10,019      11,620      11,441
      Net gain on sale of product
        lines and other assets    (18,163)     (2,299)     (2,637)
      Restructuring costs               -       8,290           -
      Non-cash write-down of assets     -      52,679           -
      Deferred income taxes         5,994     (16,715)       (375)
      Other, net                    2,376       3,403       2,152
      Changes in current assets and
        liabilities, excluding effects
        of acquisitions/divestitures:
        Accounts receivable         3,231      (4,625)     32,411
        Inventories                (9,806)    (12,751)      5,407
        Income taxes receivable     4,149      (4,888)     (4,081)
        Other current assets        2,267      (2,691)     (3,680)
        Accounts payable - trade   10,106      (8,813)     (9,284)
        Accrued contract loss      (3,063)     26,674           -
        Accrued restructuring
          costs                    (1,485)       (696)          -
        Advances on contracts      (1,846)     (9,286)    (11,124)
        Accrued expenses and
          payables                  3,459     (17,470)    (11,813)
- ------------------------------------------------------------------
          Cash provided by (used in)
            operating activities   26,643     (11,169)     20,131
- ------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from sale of product
    lines and other assets         28,339       8,034       4,047
  Expenditures for property,
    plant and equipment            (9,069)     (7,601)     (8,033)
  Acquisition of businesses,
    less cash acquired             (7,748)    (51,227)    (20,845)
  Other, net                       (1,599)      1,854        (253)
- ------------------------------------------------------------------
          Cash provided by (used in)
            investing activities    9,923     (48,940)    (25,084)
- ------------------------------------------------------------------

                             Page 33


Consolidated Statements of Cash Flows
Kaman Corporation and Subsidiaries
(In thousands)


Year ended December 31               2003        2002        2001
- ------------------------------------------------------------------
                                               
CASH FLOWS FROM FINANCING ACTIVITIES
  Changes in notes payable         (2,664)      5,985         318
  Changes in long-term debt       (23,508)     36,906      (1,660)
  Proceeds from exercise of
    employee stock plans            1,287       1,485       1,566
  Purchases of treasury stock       (205)        (412)     (2,760)
  Dividends paid                  (9,917)      (9,850)     (9,834)
  Other                                -          732           -
- ------------------------------------------------------------------
          Cash provided by (used in)
            financing activities (35,007)     34,846      (12,370)
- ------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS             1,559     (25,263)     (17,323)
CASH AND CASH EQUIVALENTS AT
  BEGINNING OF YEAR                5,571      30,834       48,157
- ------------------------------------------------------------------
CASH AND CASH EQUIVALENTS
  AT END OF YEAR                $  7,130    $  5,571    $  30,834
==================================================================

See accompanying notes to consolidated financial statements.























                             Page 34


Notes to Consolidated Financial Statements
December 31, 2003, 2002 and 2001
Kaman Corporation and Subsidiaries
(In thousands except share and per share amounts)


SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION - The accompanying consolidated
financial statements include the accounts of the parent
corporation and its subsidiaries. All significant intercompany
balances and transactions have been eliminated in consolidation.
Certain amounts in prior year financial statements and notes
thereto have been reclassified to conform to current year
presentation.

USE OF ESTIMATES - The preparation of consolidated financial
statements in conformity with accounting principles generally
accepted in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and 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. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS - Surplus funds are invested in cash
equivalents which consist of highly liquid investments with
original maturities of three months or less.

REVENUE RECOGNITION - Sales and estimated profits under long-term
contracts are principally recognized on the percentage-of-
completion method of accounting, generally using as a measurement
basis either a ratio that costs incurred bear to estimated total
costs, after giving effect to estimates of costs to complete based
upon most recent information for each contract, or units-of-
delivery. Reviews of contracts are made regularly throughout their
lives and revisions in profit estimates are recorded in the
accounting period in which the revisions are made. Any anticipated
contract losses are charged to operations when first indicated.

     Sales and related cost of sales for products and programs not
accounted for under the percentage-of-completion method are
recognized when products are shipped to customers and title has
passed.

INVENTORIES - Inventory of merchandise for resale is stated at
cost (using the average costing method) or market, whichever is
lower. Contracts and work in process and finished goods are valued
at production cost represented by material, labor and overhead,
including general and administrative expenses where applicable.
Contracts and work in process and finished goods are not recorded
in excess of net realizable values.

                             Page 35


Notes to Consolidated Financial Statements
December 31, 2003, 2002 and 2001
Kaman Corporation and Subsidiaries
(In thousands except share and per share amounts)


PROPERTY, PLANT AND EQUIPMENT - Depreciation of property, plant
and equipment is computed primarily on a straight-line basis over
the estimated useful lives of the assets. The estimated useful
lives for buildings range between 15 to 40 years and leasehold
improvements range between 5 to 15 years, whereas machinery,
office furniture and equipment generally range between 3 to 10
years. At the time of retirement or disposal, the acquisition cost
of the asset and related accumulated depreciation are eliminated
and any gain or loss is credited or charged against income.

     Maintenance and repair items are charged against income as
incurred, whereas renewals and betterments are capitalized and
depreciated.

GOODWILL AND OTHER INTANGIBLE ASSETS - Goodwill and intangible
assets with indefinite lives are not amortized, but are evaluated
for impairment at least annually. Intangible assets with finite
lives (presently consisting of patents) are amortized using the
straight-line method over their estimated period of benefit and
reviewed for possible impairment whenever changes in conditions
indicate carrying value may not be recoverable.

VENDOR INCENTIVES - The corporation's Industrial Distribution
segment enters into agreements with certain vendors providing for
inventory purchase incentives that are generally earned upon
achieving specified volume-purchasing levels. The segment
recognizes these incentives as a reduction in cost of goods sold.

RESEARCH AND DEVELOPMENT - Research and development costs not
specifically covered by contracts are charged against income as
incurred through selling, general and administrative expense. Such
costs amounted to $4,318 in 2003, $5,363 in 2002 and $4,673 in
2001.

INCOME TAXES - Deferred tax assets and liabilities are recognized
for the future tax consequences attributable to temporary
differences between the financial statement carrying amounts of
assets and liabilities and their respective tax bases using
enacted tax rates expected to apply in the years in which
temporary differences are expected to be recovered or settled.

STOCK-BASED COMPENSATION - As permitted by Statement of Financial
Accounting Standards No. 123 "Accounting for Stock-Based
Compensation" ("SFAS 123"), the corporation has elected to
continue following the guidance of Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees," for

                             Page 36


Notes to Consolidated Financial Statements
December 31, 2003, 2002 and 2001
Kaman Corporation and Subsidiaries
(In thousands except share and per share amounts)


measurement and recognition of stock-based transactions with
employees. Accordingly, no compensation cost has been recognized
for its stock plans other than for the restricted stock awards and
stock appreciation rights. Under the disclosure alternative of
SFAS 123, the pro forma net earnings and earnings per share
information presented below includes the compensation cost of
stock options issued to employees based on the fair value at the
grant date and includes compensation cost for the 15% discount
offered to participants in the employees stock purchase plan.


                                     2003        2002        2001
- ------------------------------------------------------------------
                                               
Net earnings (loss):
  As reported                   $  19,405   $ (33,601)  $  11,714
  Less stock option expense        (1,258)     (1,388)     (1,266)
  Tax effect                          491         472         319
- ------------------------------------------------------------------
  Pro forma net earnings (loss) $  18,638   $ (34,517)  $  10,767
==================================================================
Earnings (loss) per share - basic:
  As reported                         .86       (1.50)        .52
  Pro forma                           .83       (1.54)        .48
Earnings (loss) per share - diluted:
  As reported                         .86       (1.50)        .52
  Pro forma                           .83       (1.54)        .48
- ------------------------------------------------------------------

The fair value of each option grant is estimated on the date of
grant by using the Black-Scholes option-pricing model. The
following weighted-average assumptions were used for grants in
2003, 2002 and 2001:


                                   2003        2002        2001
- ----------------------------------------------------------------
                                               
Expected dividend yield            4.4%        3.0%        2.7%
Expected volatility                 47%         45%         45%
Risk-free interest rate            3.9%        4.9%        5.1%
Expected option lives           8 years     8 years     8 years
Per share fair value of
  options granted               $  3.33     $  5.86     $  6.84
================================================================


                             Page 37


Notes to Consolidated Financial Statements
December 31, 2003, 2002 and 2001
Kaman Corporation and Subsidiaries
(In thousands except share and per share amounts)


RECENT ACCOUNTING STANDARDS - In June 2002, the Financial
Accounting Standards Board ("FASB") issued Statement of Financial
Accounting Standards No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities" ("SFAS 146"). SFAS 146 requires
that a liability for a cost associated with an exit or disposal
activity be recognized when the liability is incurred. SFAS 146
also requires that the initial measurement of a liability be at
fair value. SFAS 146 is effective for exit or disposal activities
that are initiated after December 31, 2002. The corporation
adopted SFAS 146 effective January 1, 2003 and that adoption did
not have a material impact on its consolidated results of
operations or financial position.

     In December 2002, the FASB issued Statement of Financial
Accounting Standards No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure - an amendment of FASB
Statement No. 123" ("SFAS 148"). SFAS 148 amends FASB Statement
No. 123, "Accounting for Stock-Based Compensation" to provide
alternative methods for a voluntary change to the fair value based
method of accounting for stock-based employee compensation and
amends the disclosure requirements of Statement 123 in both annual
and interim financial statements. The provisions of SFAS 148 are
effective in fiscal years ending after December 15, 2002. The
corporation has adopted the statement in accordance with its terms
and that adoption did not have a material impact on the
corporation's consolidated results of operations or financial
position.

     In April 2003, the FASB issued Statement of Financial
Accounting Standards No. 149, "Derivative Instruments and Hedging
Activities - an amendment of FASB Statement No. 133" ("SFAS 149").
SFAS 149 amends FASB Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities" to provide more consistent
reporting of contracts as either derivatives or hybrid
instruments. The provisions of SFAS 149 are effective for
contracts entered into or modified after June 30, 2003. The
corporation has adopted the statement in accordance with its terms
and that adoption did not have a material impact on the
corporation's consolidated results of operations or financial
position.

     In May 2003, the FASB issued Statement of Financial
Accounting Standards No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and
Equity"("SFAS 150"). SFAS 150 establishes standards for how an
issuer classifies and measures certain financial instruments with

                             Page 38


Notes to Consolidated Financial Statements
December 31, 2003, 2002 and 2001
Kaman Corporation and Subsidiaries
(In thousands except share and per share amounts)


characteristics of both liabilities and equity. SFAS 150 is
effective for financial instruments entered into or modified after
May 31, 2003, and otherwise is effective at the beginning of the
first interim period beginning after June 15, 2003. The
corporation has adopted SFAS 150 in accordance with its terms and
that adoption did not have a material impact on the corporation's
consolidated results of operations or financial position.

     In December 2003, the FASB issued Statement of Financial
Accounting Standards No. 132 (revised 2003), "Employers'
Disclosures about Pensions and Other Postretirement Benefits"
("SFAS 132R"). SFAS 132R revises employers' disclosures about
pension plans and other postretirement benefit plans to include
information describing the types of plan assets, investment
strategy, measurement dates, plan obligations, cash flows, and
components of net periodic benefit cost recognized during interim
periods. SFAS 132R is effective for financial statements for
interim or annual periods ending after December 15, 2003. The
corporation has provided the disclosures required in accordance
with its terms as of December 31, 2003.

ACQUISITION OF BUSINESSES

During the fourth quarter of 2003, the corporation purchased a
majority of the assets and business of Industrial Supplies, Inc.
("ISI"), located in Birmingham, Alabama. ISI is a distributor of a
wide variety of bearing, conveyor, electrical, fluid power and
power transmission components used by manufacturing, mining,
steel, lumber, pulp and paper, food and other industries. ISI had
net sales of approximately $28,600 in 2002. The assets acquired,
liabilities assumed and results of operations since the
acquisition have been included in the Industrial Distribution
segment.

     In October 2002, the corporation purchased the stock of Latin
Percussion, Inc., a leading global distributor of a wide range of
latin hand percussion instruments. The assets acquired,
liabilities assumed and results of operations since the
acquisition have been included in the Music segment.

     In late July 2002, the corporation purchased the stock of RWG
Frankenjura-Industrie Flugwerklager GmbH ("RWG"), a German
aerospace bearing manufacturer that complements the corporation's
proprietary line of bearings and provides a presence in European
aerospace markets. RWG's largest customer is Airbus Industrie. The


                             Page 39


Notes to Consolidated Financial Statements
December 31, 2003, 2002 and 2001
Kaman Corporation and Subsidiaries
(In thousands except share and per share amounts)


assets acquired, liabilities assumed and results of operations
since the acquisition have been included in the Aerospace segment.

     In July 2002, the corporation purchased the assets and
certain liabilities of Dayron (a division of DSE, Inc.), a weapons
fuze manufacturer, located in Orlando, Florida. Dayron
manufactures bomb fuzes for a variety of munitions programs, and
has the contract to develop a fuze for the U.S. Air Force and Navy
Joint Programmable Fuze (JPF) program. The assets acquired,
liabilities assumed and results of operations since the
acquisition have been included in the Aerospace segment.

     During the first quarter of 2002, the corporation acquired a
60% equity interest in Delamac de Mexico S.A. de C.V., a leading
distributor of industrial products headquartered in Mexico City.
Delamac supplies power transmission, bearings and fluid power
products. The assets acquired and liabilities assumed and results
of operations since the acquisition have been included in the
Industrial Distribution segment.

     In the aggregate, the corporation paid $7,748 and $51,227 for
acquisition of businesses in 2003 and 2002, respectively, and
there is potential for contingency payments at Dayron of up to
$25,000 over the next nine years if certain milestones are
reached. Any such contingency payments would be treated as
additional goodwill. An accrual of $1,000 was recorded as of
December 31, 2003 associated with these additional payments for
which milestones were met.

     In December 2001, the company purchased the stock of H.I.G.
Aerospace Group, Inc., parent company of Plastic Fabricating
Company, Inc. The assets acquired, liabilities assumed and results
of operations since the acquisition have been included in the
Aerospace segment.

     In September 2001, the company purchased a majority of the
assets and liabilities of A-C Supply, Inc. The assets acquired,
liabilities assumed and results of operations since the
acquisition have been included in the Industrial Distribution
segment.

     All acquisitions have been accounted for as purchases with
the purchase price being allocated to the fair value of tangible
and intangible assets acquired and liabilities assumed. The excess
of the purchase price over the estimated fair market value of net


                             Page 40


Notes to Consolidated Financial Statements
December 31, 2003, 2002 and 2001
Kaman Corporation and Subsidiaries
(In thousands except share and per share amounts)


assets acquired has been assigned to goodwill. In accordance with
SFAS 142, the goodwill has not been amortized.

     Assuming these acquisitions had taken place on January 1,
2002, Kaman Corporation's pro forma net sales, earnings (loss)
before income taxes, net earnings (loss) and net earnings (loss)
per share for the years ended December 31, 2003 and 2002 would
have been as follows:


                                            Pro forma
- ------------------------------------------------------------------
December 31 (unaudited)                         2003        2002
- ------------------------------------------------------------------
                                                  
Net sales                                   $ 914,470   $ 942,197

Earnings (loss)
 before income taxes                           31,334     (50,351)

Net earnings (loss)                            19,103     (33,178)

Net earnings (loss) per share:
  Basic                                           .85       (1.48)
  Diluted                                         .85       (1.48)
==================================================================


The pro forma results are not necessarily indicative of the
results of operations that would have occurred had the
acquisitions actually been completed on January 1, 2002. The pro
forma results do not include future initiatives or planned
synergies, nor are they intended to be indicative of future
results. The underlying pro forma information includes interest
expense and income tax assumptions associated with the
transactions.

DIVESTITURES

In January 2003, the corporation sold its electric motor and drive
business, operating as the Electromagnetics Development Center
("EDC") within the Kaman Aerospace subsidiary, to DRS
Technologies, Inc. for $27,500. The sale resulted in a pre-tax
gain of $17,415. The EDC contributed sales of approximately
$14,000 in 2002.


                             Page 41


Notes to Consolidated Financial Statements
December 31, 2003, 2002 and 2001
Kaman Corporation and Subsidiaries
(In thousands except share and per share amounts)


     In April 2002, the corporation sold its microwave products
line to Meggitt Safety Systems, Inc. That product line was
associated with the former Kaman Sciences Corp., a subsidiary
which was sold in 1997, being no longer core to the segment's
advanced technology business. Microwave product sales were
approximately $7,500 for the year 2001.

RESTRUCTURING COSTS

The Aerospace segment recorded pre-tax restructuring costs of
$8,290 in the second quarter of 2002 for the cost of phasing out
the company's aircraft manufacturing plant in Moosup, Connecticut.
The charges represent severance costs of $3,290 at the Moosup and
Bloomfield, Connecticut locations for approximately 400 employees
(of which $2,181 has been paid for 289 such separations as of
December 31, 2003) and costs of $5,000 for closing the facility
(including costs of an ongoing voluntary environmental remediation
program). During 2003, the corporation incurred an additional
$3,550 of period costs for moving machinery to other company
facilities and recertifying products and processes.

ASSET WRITE-DOWNS/WRITE-OFFS

During the second quarter of 2002, as a result of management's
evaluation of the K-MAX program, the Aerospace segment wrote-down
its K-MAX helicopter program assets, including $46,665 for
inventories and $3,335 for capital equipment. In addition, the
segment wrote-off Moosup facility assets of $2,679, as a result of
the previously described facility closure. These charges are
included in cost of sales for 2002.

ACCRUED CONTRACT LOSS

During the second quarter of 2002, the Aerospace segment recorded
a pre-tax charge of $25,000 for estimated cost growth on the
Australia SH-2G(A) helicopter program, which put the contract in a
loss position. Accordingly, the corporation eliminated the $6,505
profit element of previously recorded sales and recognized pre-tax
loss accruals of $18,495 for anticipated cost growth associated
with completion of the aircraft, final integration and testing of
the aircraft's advanced Integrated Tactical Avionic System
("ITAS") software.

     During the fourth quarter of 2002, the Aerospace segment
recorded an additional loss accrual for the Australia SH-2G(A)
helicopter program. This loss accrual reflects the impact of

                             Page 42


Notes to Consolidated Financial Statements
December 31, 2003, 2002 and 2001
Kaman Corporation and Subsidiaries
(In thousands except share and per share amounts)


higher overhead rates, which were attributable to lower production
activity in the corporation's aerospace subsidiary.

ACCOUNTS RECEIVABLE

Accounts receivable consist of the following:


December 31                                     2003       2002
- ------------------------------------------------------------------
                                                  
Trade receivables, net of allowance
 for doubtful accounts of $3,340
 in 2003, $2,853 in 2002                    $  74,816   $  72,471

U.S. Government contracts:
  Billed                                        9,355      11,607
  Recoverable costs and accrued
     profit - not billed                       10,014      21,225

Commercial and other
 government contracts:
  Billed                                       19,711      21,628
  Recoverable costs and accrued
    profit - not billed                        79,347      68,926
- ------------------------------------------------------------------
      Total                                 $ 193,243   $ 195,857
==================================================================


The allowance for doubtful accounts reflects management's best
estimate of probable losses inherent in the trade accounts
receivable balance. Management determines the allowance based on
known troubled accounts, historical experience, and other
currently available evidence.

     Recoverable costs and accrued profit-not billed represent
costs incurred on contracts which will become billable upon future
deliveries, achievement of specific contract milestones or
completion of engineering and service type contracts. Management
estimates that approximately $53,204 of such costs and accrued
profits at December 31, 2003 will be collected after one year. The
costs included in this estimate are for the corporation's programs
with the Royal Australian Navy and MD Helicopters, Inc. ("MDHI").



                             Page 43


Notes to Consolidated Financial Statements
December 31, 2003, 2002 and 2001
Kaman Corporation and Subsidiaries
(In thousands except share and per share amounts)


     The corporation's Aerospace segment provides fuselages for
the MD Helicopters 500 and 600 series helicopters and composite
rotor blades for the MD Explorer helicopter. Total orders received
from MDHI have run at significantly lower rates than originally
anticipated due to lower than expected demand. The corporation's
investment in these contracts consists of $4.4 million in billed
receivables and $16.4 million in recoverable costs not billed
(including start-up costs and other program expenditures) as of
December 31, 2003. The corporation received payments in 2003
totaling $4.4 million, primarily for items shipped during 2003.
The recoverability of unbilled costs will depend to a significant
extent upon MDHI's future requirements through 2013. The
corporation has stopped production on these programs while working
closely with the customer to resolve overall payment issues and
establish conditions under which production could be resumed,
including the timing thereof. Based on their projected future
requirements and inventory on hand at MDHI and Kaman, this would
not be expected to occur until the second half of 2004 at the
earliest. Although the outcome is not certain, the company
understands that MDHI management is pursuing strategies to improve
its current financial and operational circumstances.

     In applying the guidance of Statement of Financial Accounting
Standards No. 5 "Accounting for Contingencies" ("SFAS 5"), the
corporation's management has concluded that some level of
impairment to the MDHI investment, while not probable, is
reasonably possible. In assessing the range of potential loss,
current program estimates project the entire amount of the
corporation's current investment to be recoverable over the full
term of the contracts, which makes the minimum end of the
potential loss range zero. Therefore, no impairment to the
carrying value of the corporation's investment in the MDHI
programs has been recorded to date.














                             Page 44


Notes to Consolidated Financial Statements
December 31, 2003, 2002 and 2001
Kaman Corporation and Subsidiaries
(In thousands except share and per share amounts)


INVENTORIES

Inventories are comprised as follows:


December 31                                     2003       2002
- ------------------------------------------------------------------
                                                  
Merchandise for resale                     $  94,042    $  95,056

Contracts in process:
  U.S. Government                             21,127       13,348
  Commercial                                  15,895       16,694

Other work in process (including
 certain general stock materials)             23,103       31,875

Finished goods                                24,785        7,742
- ------------------------------------------------------------------
     Total                                 $ 178,952    $ 164,715
==================================================================


     Included above in other work in process and finished goods at
December 31, 2003 and 2002 is K-MAX inventory of $33,437 and
$25,181, respectively.

     The aggregate amounts of general and administrative costs
incurred in the Aerospace segment and allocated to contracts in
process during 2003, 2002 and 2001 were $34,793, $51,845 and
$49,816, respectively.

     The estimated amounts of general and administrative costs
remaining in contracts in process at December 31, 2003 and 2002
amount to $4,118 and $4,222, respectively, and are based on the
ratio of such allocated costs to total costs incurred.

PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment are recorded at cost and summarized
as follows:






                             Page 45


Notes to Consolidated Financial Statements
December 31, 2003, 2002 and 2001
Kaman Corporation and Subsidiaries
(In thousands except share and per share amounts)



December 31                                     2003        2002
- ------------------------------------------------------------------
                                                  
Land                                       $   4,236    $   6,524
Buildings                                     29,070       35,077
Leasehold improvements                        13,486       11,397
Machinery, office furniture
  and equipment                              107,239      108,920
- ------------------------------------------------------------------
     Total                                   154,031      161,918

Less accumulated depreciation
 and amortization                            102,982      100,283
- ------------------------------------------------------------------
Property, plant and
  equipment, net                           $  51,049    $  61,635
==================================================================


GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill and other intangible assets are as follows:


December 31                                     2003        2002
- ------------------------------------------------------------------
                                                  
Goodwill:
  Aerospace                                $  31,690    $  30,635
  Industrial Distribution                      4,277        3,197
  Music                                        2,671        2,141
- ------------------------------------------------------------------
                                           $  38,638    $  35,973
==================================================================












                             Page 46


Notes to Consolidated Financial Statements
December 31, 2003, 2002 and 2001
Kaman Corporation and Subsidiaries
(In thousands except share and per share amounts)



December 31                                     2003        2002
- ------------------------------------------------------------------
                                                  
Other intangible assets, net:
  Trade name - not subject
    to amortization                        $  13,819    $  13,819
  Patents, net - subject to
    amortization                                 890        1,202
- ------------------------------------------------------------------
                                           $  14,709    $  15,021
==================================================================


Intangible amortization expense was $107 in 2003 and 2002 compared
to $99 in 2001.

CREDIT ARRANGEMENTS - SHORT-TERM BORROWINGS AND LONG-TERM DEBT

REVOLVING CREDIT AGREEMENT - The corporation maintains a revolving
credit agreement (the "Revolving Credit Agreement") with several
banks that provides a $150,000 five-year commitment scheduled to
expire in November 2005. Prior to November 2003, the corporation
also maintained a $75,000 "364-day" annually renewable facility as
part of the Revolving Credit Agreement. Both portions of the
Revolving Credit Agreement provide for interest at current market
rates. In view of the longer term attractiveness of fixed rates in
the current environment and the fact that the "364-day" facility
had never been used, the corporation permitted it to expire in
November 2003.

     In the third quarter of 2003, the Revolving Credit Agreement
was amended to give potential lenders under a new fixed rate
financing of up to $75,000 the same covenant and guarantee
protections that the Revolving Credit Agreement lenders currently
possess.

     In the second quarter of 2002, the Revolving Credit Agreement
was amended to exclude the non-cash portion of the 2002 second
quarter charges, up to $52,500, from the financial covenant
calculations under the agreement.

     In general, outstanding letters of credit are considered
indebtedness under the Revolving Credit Agreement.



                             Page 47


Notes to Consolidated Financial Statements
December 31, 2003, 2002 and 2001
Kaman Corporation and Subsidiaries
(In thousands except share and per share amounts)


SHORT-TERM BORROWINGS - Under the Revolving Credit Agreement, the
corporation has the ability to borrow funds on both a short-term
and long-term basis. The corporation also has certain other credit
arrangements with these banks to borrow funds on a short-term
basis with interest at current market rates.

Short-term borrowings outstanding are as follows:



December 31                                     2003        2002
- ------------------------------------------------------------------
                                                  
Revolving credit agreement                 $       -    $       -
Other credit arrangements                      6,013        8,647
- ------------------------------------------------------------------
     Total                                 $   6,013    $   8,647
==================================================================



LONG-TERM DEBT - The corporation has long-term debt as follows:



December 31                                     2003        2002
- ------------------------------------------------------------------
                                                  
Revolving credit agreement                 $   7,000    $  30,840
Euro credit agreement                          9,718        7,726
Convertible subordinated debentures           21,566       23,226
- ------------------------------------------------------------------
     Total                                    38,284       61,792

Less current portion                           1,660        1,660
- ------------------------------------------------------------------
     Total excluding current portion       $  36,624    $  60,132
==================================================================


In the third quarter of 2002, the corporation entered into a
9,500 Euro credit agreement (the "Euro Credit Agreement") with one
of the Revolving Credit Agreement lenders having offices in
London. In general, the Euro Credit Agreement contains the same
financial covenants as the Revolving Credit Agreement described
previously and the term of the Euro Credit Agreement expires at

                             Page 48


Notes to Consolidated Financial Statements
December 31, 2003, 2002 and 2001
Kaman Corporation and Subsidiaries
(In thousands except share and per share amounts)

the same time as the Revolving Credit Agreement. During the third
quarter of 2003, the Euro Credit Agreement was amended to conform
with the previously described amendment to the Revolving Credit
Agreement.

RESTRICTIVE COVENANTS - The most restrictive of the covenants
contained in the Revolving Credit Agreement requires the
corporation to have EBITDA, as defined, at least equal to 300% of
net interest expense, on the basis of a rolling four quarters and
a ratio of consolidated total indebtedness to total capitalization
of not more than 55%. The non-cash portion of the 2002 second
quarter charges, up to $52,500, were excluded from the financial
covenant calculations during the four quarters ended March 31,
2003.

CERTAIN LETTERS OF CREDIT - The face amounts of irrevocable
letters of credit issued under the Revolving Credit Agreement
totaled $29,769 and $50,975 at December 31, 2003 and 2002,
respectively. Of those amounts, $23,000 and $43,000, respectively,
are attributable to the Australia SH-2G(A) helicopter program.

CONVERTIBLE SUBORDINATED DEBENTURES - The corporation issued its
6% convertible subordinated debentures during 1987. The debentures
are convertible into shares of the Class A common stock of Kaman
Corporation at any time on or before March 15, 2012 at a
conversion price of $23.36 per share at the option of the holder
unless previously redeemed by the corporation. Pursuant to a
sinking fund requirement that began March 15, 1997, the
corporation redeems $1,660 of the outstanding principal amount of
the debentures annually. The debentures are subordinated to the
claims of senior debt holders and general creditors. These
debentures have a fair value of $21,350 at December 31, 2003 based
upon latest market price.

LONG-TERM DEBT ANNUAL MATURITIES - The aggregate amounts of annual
maturities of long-term debt for each of the next five years and
thereafter are approximately as follows:

- ----------------------------------------------
                                 
2004                                $   1,660
2005                                   18,378
2006                                    1,660
2007                                    1,660
2008                                    1,660
Thereafter                             13,266
- ----------------------------------------------

                             Page 49


Notes to Consolidated Financial Statements
December 31, 2003, 2002 and 2001
Kaman Corporation and Subsidiaries
(In thousands except share and per share amounts)


INTEREST PAYMENTS - Cash payments for interest were $3,174, $2,668
and $2,235 for 2003, 2002 and 2001, respectively.

ADVANCES ON CONTRACTS

Advances on contracts include customer advances together with
customer payments and billings associated with the achievement of
certain contract milestones in excess of costs incurred, primarily
for the Australia SH-2G(A) helicopter contract. The customer
advances for that contract are fully secured by letters of credit.
It is anticipated that the advances on contracts along with the
face amounts of these letters of credit will remain in place until
final acceptance of the aircraft by the Royal Australian Navy,
which is expected in 2005.

INCOME TAXES

The components of income taxes are as follows:


                                     2003        2002        2001
- ------------------------------------------------------------------
                                               
Current:
  Federal                       $   5,205   $  (1,447)  $   3,411
  State                               429         698         748
  Foreign                             797         273         166
- ------------------------------------------------------------------
                                    6,431        (476)      4,325
- ------------------------------------------------------------------
Deferred:
  Federal                           5,772     (17,111)       (353)
  State                               222         262         (22)
  Foreign                               -           -           -
- ------------------------------------------------------------------
                                    5,994     (16,849)       (375)
- ------------------------------------------------------------------
     Total                      $  12,425   $ (17,325)  $   3,950
==================================================================








                             Page 50


Notes to Consolidated Financial Statements
December 31, 2003, 2002 and 2001
Kaman Corporation and Subsidiaries
(In thousands except share and per share amounts)


     The components of the deferred tax assets and deferred tax
liabilities are presented below:


December 31                                     2003        2002
- ------------------------------------------------------------------
                                                  
Deferred tax assets:
  Long-term contracts                      $   9,284    $  10,066
  Deferred employee benefits                  15,559       14,195
  Inventory                                    6,970        9,311
  Restructuring costs                          2,065        2,679
  Accrued liabilities and other items          5,283        7,806
- ------------------------------------------------------------------
     Total deferred tax assets                39,161       44,057
Deferred tax liabilities:
  Depreciation and amortization               (7,124)      (6,820)
  Intangibles                                 (1,509)        (347)
  Other items                                   (898)      (1,533)
- ------------------------------------------------------------------
     Total deferred tax liabilities           (9,531)      (8,700)
- ------------------------------------------------------------------
  Net deferred tax asset
     before valuation allowance               29,630       35,357
  Valuation allowance                         (1,124)        (857)
- ------------------------------------------------------------------
    Net deferred tax asset
      after valuation allowance            $  28,506    $  34,500
==================================================================


     Valuation allowances of $1,124 and $857 at December 31, 2003
and 2002 reduced the deferred tax asset attributable to foreign
loss carryforwards to an amount that, based upon all available
information, is more likely than not to be realized. Reversal of
the valuation allowance is contingent upon the recognition of
future taxable income in the foreign country or changes in
circumstances which cause the recognition of the benefits of the
loss carryforwards to become more likely than not. The increase in
the valuation allowance of $267 is due to the generation of
additional foreign losses in 2003.

     No valuation allowance has been recorded against other
deferred tax assets because the corporation believes that these
deferred tax assets will, more likely than not, be realized. This


                             Page 51


Notes to Consolidated Financial Statements
December 31, 2003, 2002 and 2001
Kaman Corporation and Subsidiaries
(In thousands except share and per share amounts)


determination is based largely upon the corporation's historical
earnings trend as well as its ability to carryback reversing items
within two years to offset taxes paid. In addition, the
corporation has the ability to offset deferred tax assets against
deferred tax liabilities created for such items as depreciation
and amortization.

     Income taxes have not been provided on undistributed earnings
of $3,647 from foreign subsidiaries since it is the corporation's
intention to permanently reinvest such earnings or to distribute
them only when it is tax efficient to do so. It is impracticable
to estimate the total tax liability, if any, which would be caused
by the future distribution of these earnings.

     The provisions for income taxes approximate the amounts
computed by applying the U.S. federal income tax rate to earnings
before income taxes after giving effect to state income taxes. The
consolidated effective tax rate was lower due to the reversal of
prior years' tax accruals of $329, $1,156 and $2,972 in 2003, 2002
and 2001, respectively, as a result of the corporation's ongoing
assessment of its open tax years. The reduction in 2001 included
reduced tax considerations related to the Australian SH-2G
program. Cash payments for income taxes were $2,062, $3,562 and
$8,589 in 2003, 2002 and 2001, respectively.

PENSION PLAN

The corporation has a non-contributory defined benefit pension
plan covering the full-time U.S. employees of all U.S.
subsidiaries (with the exception of certain acquired companies
that have not adopted the plan). These employees become
participants of the plan upon their completion of hours of service
requirements.  Benefits under this plan are generally based upon
an employee's years of service and compensation levels during
employment with an offset provision for social security benefits.
It is the corporation's policy to fund pension costs accrued. Plan
assets are invested in a diversified portfolio consisting of
equity and fixed income securities (including $9,707 of Class A
common stock of Kaman Corporation at December 31, 2003).  The
corporation uses a December 31 measurement date for its pension
plan.






                             Page 52


Notes to Consolidated Financial Statements
December 31, 2003, 2002 and 2001
Kaman Corporation and Subsidiaries
(In thousands except share and per share amounts)


     The pension plan costs were computed using the projected unit
credit actuarial cost method and include the following components:


                                     2003        2002        2001
- ------------------------------------------------------------------
                                               
Service cost for benefits
  earned during the year        $  10,000   $  10,061   $   9,757
Interest cost on projected
  benefit obligation               24,348      24,045      22,822
Expected return on
  plan assets                     (31,445)    (32,761)    (31,614)
Net amortization
 and deferral                           6      (1,382)     (3,589)
- ------------------------------------------------------------------
Net pension cost (income)       $   2,909   $     (37)  $  (2,624)
==================================================================


     The change in actuarial present value of the projected
benefit obligation is as follows:


December 31                                     2003         2002
- ------------------------------------------------------------------
                                                  
Projected benefit obligation
  at beginning of year                     $ 361,213    $ 329,168
Service cost                                  10,000       10,061
Interest cost                                 24,348       24,045
Actuarial liability loss                      12,902       15,848
Plan amendments                                    -            -
Benefit payments                             (18,571)     (17,909)
- ------------------------------------------------------------------
Projected benefit obligation at
 end of year                               $ 389,892    $ 361,213
==================================================================


     The actuarial liability losses for 2003 and 2002 are
principally due to effect of the changes in the discount rate.





                             Page 53


Notes to Consolidated Financial Statements
December 31, 2003, 2002 and 2001
Kaman Corporation and Subsidiaries
(In thousands except share and per share amounts)


     The change in fair value of plan assets is as follows:


December 31                                     2003         2002
- ------------------------------------------------------------------
                                                  
Fair value of plan assets at
  beginning of year                        $ 337,813    $ 386,642
Actual return on plan assets                  66,200      (30,920)
Employer contribution                          1,406            -
Benefit payments                             (18,571)     (17,909)
- ------------------------------------------------------------------
Fair value of plan assets
  at end of year                           $ 386,848    $ 337,813
==================================================================



December 31                                     2003         2002
- ------------------------------------------------------------------
                                                  
Excess (deficiency) of assets over
 projected benefit obligation              $  (3,044)   $ (23,400)
Unrecognized prior service cost                  570          576
Unrecognized net (gain) loss                   3,572       25,425
- ------------------------------------------------------------------
Accrued (prepaid) pension cost             $  (1,098)   $  (2,601)
==================================================================


     The accumulated benefit obligation for the pension plan was
$350,635 and $316,356 at December 31, 2003 and 2002, respectively.

     The actuarial assumptions used in determining both benefit
obligations of the pension plan are as follows:


December 31                                     2003         2002
- ------------------------------------------------------------------
                                                       
Discount rate                                   6.5%         7.0%
Average rate of increase in
  compensation levels                           3.5%         4.0%
==================================================================



                             Page 54


Notes to Consolidated Financial Statements
December 31, 2003, 2002 and 2001
Kaman Corporation and Subsidiaries
(In thousands except share and per share amounts)


     The actuarial assumptions used in determining the net
periodic benefit cost of the pension plan are as follows:


December 31                                     2003         2002
- ------------------------------------------------------------------
                                                       
Discount rate                                   7.0%         7.5%
Expected return on plan assets                  8.5%         8.6%
Average rate of increase in
  compensation levels                           4.0%         4.5%
==================================================================


     The expected return on plan assets rate was determined based
upon historical returns adjusted for estimated future market
fluctuations.

     The weighted-average asset allocations by asset category are
as follows:


December 31                                     2003         2002
- ------------------------------------------------------------------
                                                       
Equity securities                                58%          48%
Fixed income securities                          42%          52%
- ------------------------------------------------------------------
Total                                           100%         100%
==================================================================


     The investment policies and goals for pension plan assets are
a) to place assets with investment managers approved by the
Finance Committee of the Board of Directors b) to diversify across
traditional equity and fixed income asset classes to minimize the
risk of large losses and c) to seek the highest total return
(through a combination of income and asset appreciation)
consistent with prudent investment practice, and on a five-year
moving basis, not less than the actuarial earnings assumption.

     The target equity/fixed asset allocation ratio is 60%/40%
over the long term. If the ratio for any asset class moves outside
permitted ranges, the pension plan's Administrative Committee (the
management committee that is responsible for plan administration)


                             Page 55


Notes to Consolidated Financial Statements
December 31, 2003, 2002 and 2001
Kaman Corporation and Subsidiaries
(In thousands except share and per share amounts)


will act through an immediate or gradual process, as appropriate,
to reallocate assets.

     Under the current investment policy no investment is made in
commodities, nor are short sales, margin buying hedges, covered or
uncovered call options, puts, straddles or other speculative
trading devices permitted. No manager may invest in international
securities, inflation linked treasuries, real estate, private
equities, or securities of Kaman Corporation without authorization
from the corporation. In addition, with the exception of U.S.
Government securities, managers' holdings in the securities of any
issuer, at the time of purchase, may not exceed 7.5% of the total
market value of that manager's account.

     Investment manager performance is evaluated over various time
periods in relation to peers and the following indexes: Domestic
Equity Investments, S&P 500; International Equity Investments,
Morgan Stanley EAFE; Fixed Income Investments, Lehman Brothers'
Aggregate.

     The corporation does not expect to make a contribution to the
pension plan in 2004.

     The corporation also maintains a defined contribution plan
which has been adopted by certain of its U.S. subsidiaries. All
employees of adopting employers who meet the eligibility
requirements of the plan may participate. Employer matching
contributions are currently made to the plan with respect to a
percentage of each participant's pre-tax contribution. For each
dollar that a participant contributes, up to 5% of compensation,
participating subsidiaries make employer contributions of fifty
cents ($.50). Employer contributions to the plan totaled $2,900,
$3,019 and $3,438 in 2003, 2002 and 2001, respectively.

     Certain U.S. subsidiaries acquired in 2002 and 2001 maintain
their own defined contribution plans for their eligible employees.
Employer matching contributions are made on a discretionary basis.










                             Page 56


Notes to Consolidated Financial Statements
December 31, 2003, 2002 and 2001
Kaman Corporation and Subsidiaries
(In thousands except share and per share amounts)


OTHER LONG-TERM LIABILITIES

Other long-term liabilities consist of the following:


December 31                                     2003         2002
- ------------------------------------------------------------------
                                                  
Supplemental employees'
 retirement plan                           $  15,199    $  13,680
Deferred compensation                          8,395        8,288
Other                                          4,355        4,399
- ------------------------------------------------------------------
     Total                                 $  27,949    $  26,367
==================================================================


COMMITMENTS AND CONTINGENCIES

Rent commitments under various leases for office space,
warehouses, land and buildings expire at varying dates from
January 2004 to December 2013. Certain annual rentals are subject
to renegotiation, with certain leases renewable for varying
periods. Lease periods for machinery and equipment vary from 1 to
5 years.

     Substantially all real estate taxes, insurance and
maintenance expenses are obligations of the corporation. It is
expected that in the normal course of business, leases that expire
will be renewed or replaced by leases on other properties.

















                             Page 57


Notes to Consolidated Financial Statements
December 31, 2003, 2002 and 2001
Kaman Corporation and Subsidiaries
(In thousands except share and per share amounts)


     The following future minimum rental payments are required
under operating leases that have initial or remaining
noncancelable lease terms in excess of one year as of December 31,
2003:


- ---------------------------------------------
                                 
2004                                $ 12,978
2005                                   6,477
2006                                   3,793
2007                                   2,420
2008                                     958
Thereafter                             2,538
- ---------------------------------------------
Total                               $ 29,164
=============================================


     Lease expense for all operating leases, including leases with
terms of less than one year, amounted to $15,878, $15,172 and
$15,113 for 2003, 2002 and 2001, respectively.

     From time to time, the corporation is subject to various
claims and suits arising out of the ordinary course of business,
including commercial, employment and environmental matters. While
the ultimate result of all such matters is not presently
determinable, based upon its current knowledge, management does
not expect that their resolution will have a material adverse
effect on the corporation's consolidated financial position.

COMPUTATION OF EARNINGS (LOSS) PER SHARE

The earnings (loss) per share - basic computation is based on the
net earnings (loss) divided by the weighted average number of
shares of common stock outstanding for each year.

     The earnings (loss) per share - diluted computation assumes
that at the beginning of the year the 6% convertible subordinated
debentures are converted into Class A common stock with the
resultant reduction in interest costs net of tax. The earnings
(loss) per share - diluted computation also includes the common
stock equivalency of dilutive options granted to employees under
the Stock Incentive Plan. Excluded from the earnings (loss) per



                             Page 58


Notes to Consolidated Financial Statements
December 31, 2003, 2002 and 2001
Kaman Corporation and Subsidiaries
(In thousands except share and per share amounts)


share - diluted calculation are options granted to employees that
are anti-dilutive based on the average stock price for the year.


                                     2003        2002        2001
- ------------------------------------------------------------------
                                               
Earnings (loss)
  per share - basic
    Net earnings (loss)         $  19,405   $ (33,601)  $  11,714
==================================================================
    Weighted average shares
      outstanding (000)            22,561      22,408      22,364
==================================================================
    Earnings (loss)
      per share - basic         $     .86   $   (1.50)  $     .52
==================================================================
Earnings (loss)
  per share - diluted
    Net earnings (loss)         $  19,405   $ (33,601)  $   11,714
    Plus:
      After-tax interest
         savings on  convertible
         debentures                   806         918        1,093
- ------------------------------------------------------------------
  Net earnings (loss)
    assuming conversion         $  20,211   $ (32,683)  $   12,807
==================================================================
  Weighted average shares
    outstanding (000)              22,561      22,408       22,364
  Plus shares issuable on:
    Conversion of  6% convertible
      debentures                      938           -        1,080
    Exercise of dilutive options       43           -          205
- ------------------------------------------------------------------
  Weighted average  shares
    outstanding  assuming
    conversion (000)               23,542      22,408       23,649
==================================================================
    Earnings (loss)
      per share - diluted (1)   $     .86   $   (1.50)  $      .52
==================================================================

(1) The calculated diluted earnings (loss) per share amounts for
    2002 and 2001 are anti-dilutive, therefore, amounts shown are
    equal to the basic earnings (loss) per share calculation.

                             Page 59


Notes to Consolidated Financial Statements
December 31, 2003, 2002 and 2001
Kaman Corporation and Subsidiaries
(In thousands except share and per share amounts)


    Additional potentially diluted average shares outstanding of
    1,145,000 from the conversion of the debentures and the
    exercise of dilutive stock options for the twelve months ended
    December 31, 2002 have been excluded from the average diluted
    shares outstanding due to the loss from operations in that
    year.



STOCK PLANS

EMPLOYEES STOCK PURCHASE PLAN - The Kaman Corporation Employees
Stock Purchase Plan allows employees to purchase Class A common
stock of the corporation, through payroll deductions, at 85% of
the market value of shares at the time of purchase. The plan
provides for the grant of rights to employees to purchase a
maximum of 1,500,000 shares of Class A common stock. There are no
charges or credits to income in connection with the plan. During
2003, 129,787 shares were issued to employees at prices ranging
from $8.02 to $11.90 per share. During 2002, 115,316 shares were
issued to employees at prices ranging from $8.59 to $15.33 per
share. During 2001, 106,921 shares were issued to employees at
prices ranging from $10.41 to $15.21 per share. At December 31,
2003, there were approximately 735,500 shares available for
offering under the plan.

STOCK INCENTIVE PLAN - Effective November 1, 2003, the
corporation's Board of Directors adopted the 2003 Stock Incentive
Plan (the "2003 Plan"). The 2003 Plan is subject to approval by
the shareholders entitled to vote thereon at the 2004 annual
meeting of shareholders.  In general, the 2003 Plan provides for
the issuance of 2,000,000 shares of Class A common stock and
includes a continuation and extension of the stock incentive
program embodied in the 1993 Stock Incentive Plan (the "1993
Plan"), which expired on October 31, 2003. As with the 1993 Plan,
the 2003 Plan provides for the grant of non-statutory stock
options, incentive stock options, restricted stock awards and
stock appreciation rights primarily to officers and other key
employees. The 2003 Plan adds a long-term incentive award feature
under which senior executives specifically designated for
participation are given the opportunity to receive award payments
in a combination of cash and stock at the end of a three-year
performance cycle. For the performance cycle, the corporation's
financial results are compared to the Russell 2000 indices using
the following specific measures: average return on total capital,
earnings per share growth and total return to shareholders. Award

                             Page 60


Notes to Consolidated Financial Statements
December 31, 2003, 2002 and 2001
Kaman Corporation and Subsidiaries
(In thousands except share and per share amounts)


payments under this long-term incentive feature are not made
unless the corporation's performance is at least in the 50th
percentile of the designated indices. In addition, the 2003 Plan
contains provisions intended to qualify the plan under Section
162(m) of the Internal Revenue Code of 1986, as amended. At
December 31, 2003, there were 2,000,000 shares available for the
granting of stock options, subject to approval by the shareholders
entitled to vote thereon at the 2004 annual meeting of
shareholders.

     Stock options are generally granted at prices not less than
the fair market value at the date of grant. Options granted under
the plan generally expire ten years from the date of grant and are
exercisable on a cumulative basis with respect to 20% of the
optioned shares on each of the five anniversaries from the date of
grant. Restricted stock awards are generally granted with
restrictions that lapse at the rate of 20% per year and are
amortized accordingly. Stock appreciation rights generally expire
ten years from the date of grant and are exercisable on a
cumulative basis with respect to 20% of the rights on each of the
five anniversaries from the date of grant. These awards are
subject to forfeiture if a recipient separates from service with
the corporation.

     Restricted stock awards were made for 53,500 shares at prices
ranging from $9.90 to $9.91 per share in 2003, 56,000 shares at
prices ranging from $14.50 to $17.74 per share in 2002 and 100,000
shares at prices ranging from $15.63 to $16.31 per share in 2001.
At December 31, 2003, there were 176,200 shares remaining subject
to restrictions pursuant to these awards.

     Stock appreciation rights were issued for 314,300 shares at
$9.90 per share in 2003, 136,000 shares at $14.50 per share in
2002 and 205,000 shares at prices ranging from $16.28 to $16.31
per share in 2001, to be settled only for cash. The corporation
recorded expense for stock appreciation rights of $585 in 2003,
income of $440 in 2002 and expense of $575 in 2001 due to
fluctuations in the market price of the shares.









                             Page 61


Notes to Consolidated Financial Statements
December 31, 2003, 2002 and 2001
Kaman Corporation and Subsidiaries
(In thousands except share and per share amounts)


Stock option activity is as follows:


                                                        Weighted-
                                                        average
                                                        exercise
Stock options outstanding:              Options         price
- ------------------------------------------------------------------
                                                  
Balance at January 1, 2001              1,069,980          12.59
  Options granted                         335,000          16.27
  Options exercised                       (89,560)          9.96
  Options cancelled                       (56,290)         13.57
- ------------------------------------------------------------------
Balance at December 31, 2001            1,259,130          13.71
  Options granted                         211,500          14.50
  Options exercised                      (172,010)         11.60
  Options cancelled                       (79,820)         14.76
- ------------------------------------------------------------------
Balance at December 31, 2002            1,218,800          14.08
  Options granted                         171,500           9.90
  Options exercised                       (31,310)          9.65
  Options cancelled                       (83,320)         13.47
- ------------------------------------------------------------------
Balance at December 31, 2003            1,275,670          13.67
==================================================================
Weighted average contractual life
  remaining at December 31, 2003                        6.3 years
==================================================================
Range of exercise prices for options    $    9.50-      $  13.26-
  outstanding at December 31, 2003      $   13.25       $  17.00
- -----------------------------------------------------------------
Options outstanding                       470,340        805,330
Options exercisable                       245,480        434,690
Weighted average contractual
  remaining life of options
  outstanding                           5.9 years       6.5 years
Weighted average exercise price:
  Options outstanding                   $   10.68       $   15.41
  Options exercisable                   $   11.29       $   15.51
==================================================================


     As of December 31, 2002 and 2001, there were 553,870 and
577,450 options exercisable, respectively.


                             Page 62


Notes to Consolidated Financial Statements
December 31, 2003, 2002 and 2001
Kaman Corporation and Subsidiaries
(In thousands except share and per share amounts)


SEGMENT INFORMATION

The corporation reports results in three business segments-
Aerospace, Industrial Distribution and Music.

     The Aerospace segment produces aircraft structures and
components for military and commercial aircraft, including
specialized aircraft bearings, manufactures and supports the SH-2G
Super Seasprite naval helicopter and the K-MAX medium-to-heavy
lift helicopter, and provides various advanced technology products
serving critical specialized markets including missile and bomb
fuzing. During the second quarter of 2002, the segment recorded a
pre-tax charge of $85,969 to cover the write-down of K-MAX
helicopter assets, principally inventories; for cost growth
associated with the Australian SH-2G(A) helicopter program; and to
phase out operations at the company's Moosup, Connecticut plant by
the end of 2003. During 2001, the segment recorded a sales and
pre-tax profit adjustment of $31,181, substantially all of which
is associated with a change in estimated cost to complete the
SH-2G(A) helicopter program for Australia. As a result of the 2002
and 2001 Australian SH-2G(A) program adjustments, the contract is
now in a loss position.

     The Industrial Distribution segment is the nation's third
largest distributor of power transmission, motion control,
material handling and electrical components and a wide range of
bearings. Products and value-added services are offered to a
customer base of more than 50,000 companies representing a highly
diversified cross-section of North American industry.

     The Music segment is the largest independent distributor of
musical instruments and accessories, offering more than 15,000
products for amateurs and professionals. Proprietary products
include Ovation (registered trademark), Takamine (registered
trademark), and Hamer (registered trademark) guitars, Latin
Percussion (registered trademark) and Toca (registered trademark)
instruments, Gibraltar (registered trademark) percussion hardware
and Gretsch (registered trademark) professional drum sets.









                             Page 63


Notes to Consolidated Financial Statements
December 31, 2003, 2002 and 2001
Kaman Corporation and Subsidiaries
(In thousands except share and per share amounts)


Summarized financial information by business
segment is as follows:


                                     2003        2002        2001
- ------------------------------------------------------------------
                                               
Net sales:
  Aerospace                     $ 251,161   $ 275,942   $ 301,580
  Industrial Distribution         497,895     477,156     453,718
  Music                           145,443     127,678     120,571
- ------------------------------------------------------------------
                                $ 894,499   $ 880,776   $ 875,869
==================================================================
Operating profit (loss):
  Aerospace                     $  14,848   $ (55,208)  $   6,542
  Industrial Distribution          12,672      12,344      13,217
  Music                             9,510       7,157       6,580
- ------------------------------------------------------------------
                                   37,030     (35,707)     26,339
Interest, corporate and
  other expense, net               (5,200)    (15,219)    (10,675)
- ------------------------------------------------------------------
Earnings (loss) before
  income taxes                  $  31,830   $ (50,926)  $  15,664
==================================================================
Identifiable assets:
  Aerospace                     $ 294,345   $ 308,275   $ 302,076
  Industrial Distribution         150,115     144,585     134,974
  Music                            65,704      68,448      45,783
  Corporate                        18,147      14,232      39,113
- ------------------------------------------------------------------
                                $ 528,311   $ 535,540   $ 521,946
==================================================================













                             Page 64


Notes to Consolidated Financial Statements
December 31, 2003, 2002 and 2001
Kaman Corporation and Subsidiaries
(In thousands except share and per share amounts)



                                     2003        2002        2001
- ------------------------------------------------------------------
                                               
Capital expenditures:
  Aerospace                     $   7,321   $   5,255   $   5,107
  Industrial Distribution           1,079       1,494       1,501
  Music                               522         515       1,018
  Corporate                           147         337         407
- ------------------------------------------------------------------
                                $   9,069   $   7,601   $   8,033
==================================================================
Depreciation and amortization:
  Aerospace                     $   6,138   $   6,773   $   6,175
  Industrial Distribution           1,989       2,457       2,742
  Music                             1,143       1,278       1,430
  Corporate                           749       1,112       1,094
- ------------------------------------------------------------------
                                $  10,019   $  11,620   $  11,441
==================================================================



                                     2003        2002        2001
- ------------------------------------------------------------------
                                               
Geographic information - sales:
  United States                 $ 760,444   $ 758,240   $ 726,756
  Australia/New Zealand            52,453      64,071     100,121
  Canada                           31,469      28,049      27,162
  Europe                           27,400      14,933      12,319
  Mexico                           13,652       8,046       1,484
  Japan                             4,774       4,492       6,154
  Other                             4,307       2,945       1,873
- ------------------------------------------------------------------
                                $ 894,499   $ 880,776   $ 875,869
==================================================================


     Operating profit is total revenues less cost of sales and
selling, general and administrative expense other than general
corporate expense. The "Interest, corporate and other expense,
net" includes a pre-tax gain of $17,415 related to the sale of the
EDC operation in 2003, $1,928 related to the sale of the microwave
product line in 2002 and a pre-tax gain of $2,679 related to the
sale of two buildings in 2001.

                             Page 65


Notes to Consolidated Financial Statements
December 31, 2003, 2002 and 2001
Kaman Corporation and Subsidiaries
(In thousands except share and per share amounts)


     Identifiable assets are year-end assets at their respective
net carrying value segregated as to segment and corporate use. The
reductions in corporate assets in 2002 are principally due to the
use of cash and cash equivalents in that year.

     Net sales by the Aerospace segment made under contracts with
U.S. Government agencies (including sales to foreign governments
through foreign military sales contracts with U.S. Government
agencies) account for $91,618 in 2003, $102,241 in 2002 and
$81,106 in 2001.

     Sales made by the Aerospace segment under a contract with one
customer were $46,322, $52,029 and $76,865 in 2003, 2002 and 2001,
respectively.

































                             Page 66


REPORT OF INDEPENDENT AUDITORS
Kaman Corporation and Subsidiaries





KPMG LLP
Certified Public Accountants
One Financial Plaza
Hartford, Connecticut 06103


The Board of Directors and Shareholders
Kaman Corporation

We have audited the accompanying consolidated balance sheets of
Kaman Corporation and subsidiaries as of December 31, 2003 and
2002, and the related consolidated statements of operations,
changes in shareholders' equity and cash flows for each of the
years in the three year period ended December 31, 2003. These
consolidated financial statements are the responsibility of the
company's management. Our responsibility is to express an opinion
on these consolidated financial statements based on our audits.

     We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.

     In our opinion, the consolidated financial statements
referred to above present fairly, in all material respects, the
financial position of Kaman Corporation and subsidiaries at
December 31, 2003 and 2002 and the results of their operations and
their cash flows for each of the years in the three year period
ended December 31, 2003 in conformity with accounting principles
generally accepted in the United States of America.

/s/ KPMG LLP

February 6, 2004





                             Page 67

EX-14

EXHIBIT 14

                                                  KAMAN
                                                  CODE OF
                                                  BUSINESS CONDUCT
                                                   ---------------













































Copyright Kaman Corporation 2004




                          TABLE OF CONTENTS
                         ------------------

STATEMENT OF CHIEF EXECUTIVE OFFICER                   1
PURPOSE OF THE CODE                                    2
  General                                              2
  Applicability                                        2
    Company Personnel                                  2
    Consultants                                        2
  Reservation of Rights                                3
IMPLEMENTATION OF THE CODE                             3
  Company Compliance Officers                          3
  Reporting of Violations                              4
  The Audit Committee                                  5
  Disciplinary Actions                                 5
  Waivers of the Code                                  6
  Questions Regarding the Code                         6
COMPLIANCE WITH APPLICABLE LAWS                        6
  In General                                           6
  False Statements and Schemes to Defraud              7
  Accounting and Record-Keeping                        7
  Conduct of Audits                                    7
  Cooperation with Investigations and Law Enforcement  8
  Environmental Compliance                             8
  Competition and Antitrust Laws                       8
  Labor and Employment Laws                            9
    Equal Employment Opportunity                       9
    Americans with Disabilities                        9
    Sexual and Other Harassment                        9
    Safety and Health                                 10
    Substance and Alcohol Abuse                       10
  Federal, State and Local Government Contracts       10
  Improper Payments                                   11
  Political Contributions                             11
  Securities Laws                                     12
  Public Disclosures                                  12
  Protection of Company Assets                        12
  Information Systems                                 13
  Document Retention                                  13
  Privacy and Data Protection Laws                    14
  Communications with the Media and the Public        14
  Lobbying                                            15
  Copyrighted Material                                15
CONFLICTS OF INTEREST                                 15
  In General                                          15
  Duty to Report Conflicts of Interest                16
FACT SHEET
CERTIFICATION STATEMENT



Copyright Kaman Corporation 2004









               STATEMENT OF CHIEF EXECUTIVE OFFICER
               ------------------------------------

Our Company's business ethics philosophy is that all business and
financial operations are to be conducted by the Company's
officers, directors and employees in a manner that is ethically
appropriate and complies with all applicable laws, rules and
regulations.  The Company's reputation for sound business ethics
has been built over more than half a century.  During this time
the Company's policy has been based on a strong commitment to
comply with all applicable legal requirements in its business
dealings.  The responsibility for continued compliance with the
Company's policies and ethical standards rests with each and every
officer, director and employee.

This Code describes the Company's standards of business and
financial reporting conduct, however, it cannot cover every
possible subject or situation and should not be treated as
providing answers to all questions.  The standards discussed in
this Code are intended to reinforce the importance to the Company
of ethical business practices and the Company's requirement that
each officer, director and employee use good ethical judgment in
the conduct of Company business.  Please read it carefully and
become familiar with these standards.  Through strict adherence to
this Code our Company preserves consistency in its decision-making
processes and its long-standing reputation for integrity.

                          Paul R. Kuhn
                          Chairman of the Board,
                          President and Chief Executive Officer
                          Kaman Corporation















Copyright Kaman Corporation 2004

                             Page 1


                        PURPOSE OF THE CODE
                        -------------------

General
- -------

The purpose of the Kaman Code of Business Conduct (the "Code") is
to provide a statement of the policies and procedures of Kaman
Corporation, and its subsidiaries (collectively the "Company") for
conducting its business activities in a legally and ethically
appropriate manner. These policies and procedures are intended to
be applied with reasonable business judgment to enable the Company
to achieve its operating and financial goals within the framework
of the law.

The fundamental principle of the Code is that all business is to
be conducted by the Company and its directors, officers, and
employees in a manner which complies with all applicable laws,
rules and regulations and comports with the Company's ethical
standards.

It is the policy of the Company to prevent the occurrence of
unlawful or unethical behavior and to halt any such behavior that
may occur as soon as reasonably possible after its discovery.
Every director, officer and employee should recognize that failure
to comply with the standards contained in the Code can have severe
consequences for both the individuals involved and the Company,
including criminal prosecution under certain circumstances.

Applicability
- -------------

  - Company Personnel.  This Code applies to all of the officers,
    directors and employees of  the Company (collectively "Company
    Personnel" and individually a "Member of Company Personnel")
    and all such Company Personnel are required to acknowledge
    this by signing the Certification Statement appearing at the
    end of  this Code.  In business affiliations over which the
    Company does not have control, representatives of the Company
    shall use their influence to seek to achieve adherence to the
    spirit and content of the Code.

  - Consultants.  Where the Company retains outside consultants or
    agents to assist with its business operations, such
    consultants or agents, and their officers and employees, will
    be expected to comply with the provisions of this Code with
    respect to their work conducted on behalf of the Company, and
    the use of Company standard Consulting Agreements referencing
    this Code should be used in retaining such consultants.


Copyright Kaman Corporation 2004

                             Page 2


The standards of conduct discussed in this Code are the
responsibility of every Member of Company Personnel regardless of
position.  The Company is responsible for ensuring awareness of
these standards through effective employee communications, and for
providing a working environment supportive of the responsibilities
of each Member of Company Personnel.  Every manager and supervisor
should encourage frank and open discussions regarding the
importance of adhering to Company standards of conduct.

Reservation of Rights.
- ---------------------

The Company's Code is not intended to confer any special rights or
privileges upon specific individuals, provide greater or lesser
rights under applicable law or entitle any person to remain
employed by the Company.  The guidelines and procedures set forth
herein should not be interpreted as altering the at-will
employment relationship between the Company and its employees and
do not constitute an employment contract.  This Code is not a
contract, and the Company reserves the right to change, modify,
suspend, interpret or eliminate any provision in this Code,
retroactively or prospectively, at any time, with or without
notice.

                   IMPLEMENTATION OF THE CODE
                   --------------------------

Company Compliance Officers
- ---------------------------

In order to implement this Code, senior and management level
personnel have been designated as Company Compliance Officers
throughout the Company.

The Company Compliance Officers' responsibilities include:

   - Ensuring that the Code is distributed and that recipients
     acknowledge their understanding and compliance with it as a
     condition of employment.

   - Ensuring that training programs on the Code are conducted.

   - Ensuring that the Company's operations are reasonably
     monitored for compliance with the Code.

   - Ensuring that instances of possible Code violations are
     properly investigated and, where violations are confirmed,
     that necessary remedial actions are taken to prevent their
     recurrence.


Copyright Kaman Corporation 2004

                             Page 3


   - Reporting to the Chief Compliance Officer (located in the
     Company's Corporate Legal Department) and Internal Audit
     Department on all matters involving compliance with the Code.

The designation of Company Compliance Officers within the Company
in no way diminishes every supervisor's responsibility to take
reasonable steps to assure that those employees for whom he or she
has responsibility comply with the Code.  For a list of Company
Compliance Officers at your subsidiary, please call your Human
Resources Representative.

Reporting of Violations
- -----------------------

Any Member of Company Personnel who believes a violation of  the
Code has occurred, or may occur, should report that to his/her
supervisor for appropriate corrective action as may be required.
As appropriate, the supervisor will involve the Company Compliance
Officer and/or the Company's Corporate Legal Department and the
Company's Internal Audit Department.  In the alternative, or if
the matter is not resolved promptly, any Member of Company
Personnel may report such violation or suspected violation
immediately as follows:

   - on the Company's 800 "hotline" (1-866-450-3663 (nationwide)
     and 860-243-7900 (local within Connecticut)), or

   - to your Company Compliance Officer using the Fact Sheet
     attached at the end of this Code, or

   - to the Company's Corporate Legal Department or the Company's
     Internal Audit Department

When there is a doubt as to the lawfulness of any past or proposed
activity, or whether a Code violation may have occurred, it is the
Company's policy for Company Personnel first to direct their
concerns to their supervisor, their Company Compliance Officer or
the Corporate Legal Department before involving an outside entity.
By doing this, the Company will have the opportunity to
investigate and, if necessary, correct the situation without
having to involve a governmental or other outside organization in
cases where it may be unnecessary to do so.

All reported violations of the Code will be treated confidentially
to the extent reasonable and possible under the circumstances and
it will be the Company Compliance Officer's responsibility to
coordinate investigation of suspected Code violations in
coordination with the Corporate Legal Department and Internal
Audit


Copyright Kaman Corporation 2004

                             Page 4


Department.  It is important that Company Personnel do not conduct
their own preliminary investigations, since that could adversely
affect the Company's ability to make a clear determination of the
facts.

Company Compliance Officers will keep all persons who submit Fact
Sheets informed of the status of an investigation, to the extent
deemed appropriate. Reporting persons who wish to follow-up on the
result of an investigation should feel free to contact their
Company Compliance Officer or the Corporate Legal Department.

The Audit Committee
- -------------------

The Audit Committee of Kaman Corporation's Board of Directors
monitors the Company's compliance program and the reporting of
compliance concerns or alleged violations of the Code.  This
includes the monitoring of confidential or anonymous submissions
of concerns regarding questionable accounting, internal controls
or auditing matters through periodic management reports.  If any
Company Personnel wishes to raise a question or concern or report
a possible violation of such matters to the Audit Committee, such
matters may be submitted in the manner described above in the
section entitled "Reporting of Violations".  Upon verification,
your concern will be promptly communicated to the Audit Committee
of the Board.

Disciplinary Actions
- --------------------

It is important that the Company and all Company Personnel conduct
themselves to the best of their ability in accordance with the
Company's standards of business ethics and conduct as set forth in
this Code. The following actions by any Company Personnel will
result in disciplinary measures  being taken by the Company:

   - Violation of the Code.

   - Knowingly authorizing or participating in actions which are
     in violation of the Code.

   - Failing to report a violation of the Code or withholding
     relevant and material information concerning such a violation
     of which any Member of Company Personnel becomes aware.

   - Retaliating, directly or indirectly, or encouraging others to
     do so, against an individual who reports a violation of the
     Code.



Copyright Kaman Corporation 2004

                             Page 5


   - Reporting information which is known or suspected by the
     reporting person to be untrue.

Disciplinary action may include any one or more of the following,
not necessarily in the order shown:

   - A warning.

   - A written reprimand (to be noted in individual's personnel
     record).

   - Probation.

   - Temporary suspension.

   - Discharge.

   - Required reimbursement of losses or damages.

   - Referral for criminal prosecution or civil action.

Disciplinary action will be taken against:

   - Company Personnel who willfully violate the standards
     described in this Code.

   - Any Member of Company Personnel who deliberately withholds
     relevant information concerning a violation of this Code.

   - Any manager or supervisor of a violator, to the extent that
     the circumstances of the violation occurred with the
     knowledge or acquiescence of the supervisor.

   - Any supervisor or Company Personnel who retaliates (or
     encourages others to do so) against any person who reports a
     violation of the Code.

Waivers of the Code
- -------------------

Any waiver of this Code for executive officers or directors may be
made only by the Board of Directors and will be promptly disclosed
if, and as required by law, or stock exchange regulation.







Copyright Kaman Corporation 2004

                             Page 6



Questions Regarding the Code
- ----------------------------

The Company is committed to provide timely and specific guidance
concerning interpretation of the Code or guidance with respect to
any ethical question which Company Personnel may encounter. As
further discussed below, all Company Personnel are encouraged to
seek advice from their Company Compliance Officer and/or the
Corporate Legal Department on these matters.


           COMPLIANCE WITH APPLICABLE LAWS AND POLICIES
           --------------------------------------------

In General
- ----------

The activities of the Company, and all Company Personnel should
always be in full compliance with applicable laws, rules and
regulations. In the case of non-employee consultants or agents, it
is the responsibility of the Company Compliance Officer to make
sure that such persons are aware of the Code and agree to conduct
themselves in accordance with its provisions.  Described below are
certain laws and regulations particularly important to the
Company's business.

False Statements and Schemes to Defraud
- ---------------------------------------

In the day to day affairs of the Company it may be customary for
Company Personnel to sign a multitude of documents, some of which
require sworn statements.  It is a violation of Company policy,
and a criminal offense punishable by fines and imprisonment, for
employees to knowingly make false statements under oath regarding
matters within the jurisdiction of the federal government or a
state government.  In addition, conduct in which any Member of
Company Personnel engages in any scheme or artifice to defraud
anyone, or cause the mail or wire services to be used in
furtherance of such conduct, is in violation of this Code and the
law, and can result in severe legal penalties.  Any questions
regarding these matters should be directed to the Corporate Legal
Department.

Accounting and Record-Keeping
- -----------------------------

The law requires that the Company properly keep books, records and
accounts which reflect accurately and fairly and within the



Copyright Kaman Corporation 2004

                             Page 7


Company's normal system of accountability, all transactions of the
Company, and all other events that are the subject of specific
regulatory record-keeping requirements.

It is the policy of the Company that all transactions be recorded
as necessary or appropriate in the regular books of the Company to
permit the preparation of financial statements in conformity with
Generally Accepted Accounting Principles and other applicable
rules, regulations and criteria and to ensure full accountability
for all assets and activities of the Company.  Under no
circumstances will the Company approve the establishment of (i)
any unrecorded fund or asset of the Company, regardless of the
purposes for which such fund or asset may have been intended, (ii)
any improper or inaccurate entry knowingly made in the books and
records of the Company, (iii) any payment on behalf of the Company
made with the intention, understanding or awareness that any part
of such payment is to be used for any purpose other than that
described by the documents supporting the payments, or (iv) any
payment or transaction not made for a proper, lawful and
authorized Company purpose.

If you have any question regarding compliance of the Company's
books and records with the foregoing requirements, please contact
the Company Compliance Officer or the Corporate Legal Department.

Conduct of Audits
- -----------------

No action should be taken by any Company Personnel to fraudulently
influence, coerce, manipulate, or mislead (i) any independent
public or certified accountant engaged in the performance of an
audit of the financial statements of the Company,  or (ii) any
member of the Company's Internal Audit Department engaged in the
performance of an internal audit or investigation.  All Company
Personnel are expected to cooperate in any audit or investigation
being conducted by the Company's internal or independent auditors
in coordination with the Company's Corporate Legal Department.

Cooperation with Investigations and Law Enforcement
- ---------------------------------------------------

It is the Company's policy to cooperate, in an organized manner
through the Corporate Legal Department, with all proper:  (i)
government investigators and law enforcement officials, (ii)
investigations by non-governmental regulators with oversight of
the Company's business (such as securities exchanges), and (iii)
internal Company investigations.  All inquiries or requests or
demands for information from external or internal investigators
should be immediately referred to the Corporate Legal Department.


Copyright Kaman Corporation 2004

                             Page 8


The Corporate Legal Department will coordinate all responses to
external or internal investigators' questions.  Failure to
cooperate with legitimate investigations in this manner will
result in disciplinary action, up to and including termination.

Environmental Compliance
- ------------------------

The Company intends to conduct its business in compliance with
applicable federal, state and local laws and regulations relating
to the protection of the environment and it is the responsibility
of all Company Personnel to carry out this obligation.

Environmental violations, even if totally unintentional, carry
severe penalties and could result in criminal prosecution of both
the Company Personnel involved and the Company.  The Company
believes that environmental compliance today will help the Company
avoid problems and liabilities in the future.

The complexity of environmental laws and their impact is
significant and the Kaman Environmental Compliance Guide has been
prepared to outline these laws and their requirements.  For
detailed information on compliance with environmental laws,
reference the Kaman Environmental Compliance Guide or contact the
Corporate Legal Department.  Please contact your Company
Compliance Officer or the Corporate Legal Department for a copy of
this brochure.

Competition and Antitrust Laws
- ------------------------------

The existence of competition is vital to the free enterprise
system and the Company believes in total compliance with federal
and state antitrust laws by all Company Personnel at every level
of our business. These laws have been created to promote
competition by restricting a wide range of anti-competitive
transactions and practices and bear on many aspects of relations
with competitors and customers.  Although such laws are
complicated, ignorance of what constitutes an antitrust violation
is not a defense to prosecution. Company pricing and related
procedures, and relationships with competitors and customers are
particularly sensitive areas.

The complexity of the antitrust laws and their impact is
significant and the Kaman Antitrust Compliance Guide has been
prepared to outline these laws and their requirements.  For more
detailed information on compliance with antitrust laws reference
the Kaman Antitrust Compliance Guide or contact the Corporate
Legal Department.  Please contact your Company Compliance Officer
or the Corporate Legal Department for a copy of this brochure.

Copyright Kaman Corporation 2004

                             Page 9


Labor and Employment Laws
- -------------------------

The Company's policy is that all Company Personnel shall comply
with applicable federal, state and local laws concerning labor and
employment.

The Company is bound by these laws and has established
comprehensive programs, including equal employment opportunity
procedures, safety and health programs and wage and hour
procedures to ensure compliance with legal requirements. The
following is a discussion of general labor and employment laws and
the Company's policies with respect to such laws.

     Equal Employment Opportunity.  The Company is dedicated to
     the goal of providing equal employment opportunity for all
     persons without regard to any legally impermissible
     classification including, but not limited to, race, color,
     religion, sex, national origin, citizenship, age, sexual
     orientation, disability, or veteran status.

     The Company requires all Company Personnel to refrain from
     any act which is designed to, or causes, unlawful employment
     discrimination in any aspect of a person's employment
     including decisions concerning hiring, placement, transfer,
     demotion, promotion, recruitment, training, advertising,
     compensation, termination or use of employee benefits or
     facilities.

     Americans with Disabilities.  The Company requires that
     Company Personnel not discriminate against any individual
     with a disability who is qualified to perform the essential
     functions of his/her job with or without reasonable
     accommodation.  The Company requires that such discrimination
     not occur in the hiring process or in regard to any term,
     condition or privilege of employment, and the Company
     requires that reasonable accommodations be made for such
     individual unless such accommodations result in undue
     hardship for the Company, as defined by law.

     Sexual and Other Harassment. The Company strongly supports
     the right of Company Personnel to work in an environment that
     is free from all forms of discrimination, including what has
     been called "sexual harassment", and discriminatory or
     retaliatory treatment based on race, color, sex (with or
     without sexual conduct), religion, national origin, age,
     disability, or any other legally impermissible
     classification, or because the Member of Company Personnel
     asserts rights under, or participates in an investigation or
     complaint proceeding under, any equal opportunity or

Copyright Kaman Corporation 2004

                             Page 10


     affirmative action laws or regulations. Sexual harassment may
     include unwelcome sexual advances, requests for sexual
     favors, and any other verbal or physical conduct of a sexual
     nature that has the effect of unreasonably interfering with
     an employee's work performance or which creates an
     intimidating, hostile or offensive work environment.  All
     Company Personnel should refrain from engaging in any conduct
     which gives rise to such an environment.

     Safety and Health.  The Company is committed to providing a
     workplace that is free of recognized hazards and meets all
     current legal requirements. Company Personnel are required to
     comply with all applicable federal, state and local health
     and safety laws and are required to report any unsafe
     conditions, hazards, broken equipment or machinery or work-
     related accidents to their supervisor or to the Company
     Compliance Officer.  Supervisors are responsible for ensuring
     that their staffs attend training sessions and periodic
     meetings concerning safe work practices and accident
     prevention when such meetings are scheduled.  Each Member of
     Company Personnel has the responsibility to prevent accidents
     by following safe work procedures and practices and using all
     personal protective equipment provided by the Company.

     Substance and Alcohol Abuse.  The use, sale, purchase, or
     possession of any controlled substance (except for proper use
     of medically prescribed drugs) by any Company Personnel or
     other person engaged in Company business or while on Company
     grounds is prohibited.  Additionally, the use, sale, purchase
     or possession of alcohol on Company grounds is prohibited.
     Being under the influence of alcohol or any controlled
     substance (except medically prescribed drugs) while on
     Company grounds or performing Company business is also
     prohibited.

Please contact your Company Compliance Officer or the Corporate
Legal Department if you have questions concerning your rights
under or your responsibilities in complying with labor and
employment law policies and procedures.

Federal, State and Local Governments Contracts
- ----------------------------------------------

As a supplier of products and services to the United States
Government, as well as to state and local governments, the Company
recognizes that there are numerous laws, regulations and
contractual requirements which must govern its relations with the
Government as a customer.  These include the requirement to
accurately and truthfully report to the best of the Company's
knowledge and belief all required information which may include

Copyright Kaman Corporation 2004

                             Page 11


expenses, cost and pricing data, quality inspection, specification
compliance and subcontractor or supplier cost and pricing data,
and to deal with suppliers and subcontractors in a fair and
reasonable manner consistent with all laws and with good business
practices.  In addition, the Company and all Company Personnel are
required to follow rules and regulations which govern the handling
of classified information. Each Member of Company Personnel in
each segment of the Company having a government customer or
customers shall comply with the Company's policies and procedures
specifically addressing government contracting issues.

Please contact the Corporate Legal Department if you have
questions concerning the government contracting laws applicable to
the Company.

Improper Payments
- -----------------

In connection with commercial business activities, Company
Personnel may provide or accept entertainment, meals, gifts of a
nominal value, and other business courtesies so long as they are
documented in accordance with Company policy, arise out of the
lawful and normal course of business, and are reasonable and in
accordance with lawful and appropriate business customs.

It is the Company's policy, however, to specifically prohibit
Company Personnel from offering, giving, soliciting or receiving
any form of bribe or kickback from anyone. In particular, the
offer or provision of any bribe or gratuity to a federal, state or
local government official is prohibited whether or not the offer
or gift is given for the specific purpose of influencing a
governmental act and whether or not personal funds or resources
are used. In addition, the law prohibits the use of Company funds
to provide anything of value to a foreign official to induce that
official to affect any governmental act or decision in a manner
that will benefit the Company (except for certain "facilitating"
payments, such as tipping a stevedore or harbor master, made to
expedite the performance of routine government actions).

In addition the Company will not provide or guarantee loans to any
Company directors or executive officers that are prohibited by
federal law.

Political Contributions
- -----------------------

The Company's policy is that all Company Personnel shall comply
with political campaign finance and ethics laws. Federal law and
Company policy prohibit the use of Company assets on behalf of a


Copyright Kaman Corporation 2004

                             Page 12


federal political party or candidate.  Additional laws in this
area apply specifically to Company segments doing business with
the U.S. Department of Defense.

As authorized by the Federal Election Campaign Act, the Company
has established Political Action Committees ("PACs") which may
lawfully make contributions to candidates for public office.  By
law, the Company is prohibited from compensating or reimbursing
Company Personnel for political contributions.  All solicitations
of Company Personnel for political contributions to Company PACs
must communicate that such contributions are voluntary; no one
will be prejudiced as a result of a decision not to contribute;
and such contributions are not tax-deductible. The Company's
policy is not intended to discourage or prohibit Company Personnel
from voluntarily making personal political contributions; from
participating in the political process on their own time and at
their own expense; from expressing their personal views on
legislative or political matters; or from otherwise engaging in
political activities provided such activities do not create the
appearance of Company activity.

Securities Laws
- ---------------

The Company has a commitment to comply with the federal and state
securities laws and regulations which include the rules on
so-called "insider" information.  In the course of business
operations, Company Personnel or others may become aware of
material nonpublic information relating to business matters.
Under securities laws any person who is aware of material
nonpublic information is prohibited from trading in the Company's
securities on the basis of such information.  In addition, under
Company policy, all Company Personnel (including other persons who
are closely related to a Member of Company Personnel) are
prohibited from trading in the Company's securities on the basis
of such material nonpublic information.  Any questions should be
directed to any of the Company's Compliance Officers or to the
Company's Corporate Legal Department.  If any Member of Company
Personnel becomes aware of material nonpublic information relating
to the Company's business or relating to firms with which the
Company is negotiating or competing, the law prevents such person
from buying or selling shares or other securities of the Company
or such firms or disclosing such information except to the extent
permitted by applicable law until such information has been
disclosed to the public and the market has had an adequate
opportunity to absorb the information.

Please contact the Company's Corporate Legal Department if you
have questions concerning the "insider" information rules or other
provisions of the securities laws.

Copyright Kaman Corporation 2004

                             Page 13


Public Disclosures
- ------------------

The Company's principal executive, financial and accounting
officers are responsible for the full, fair, accurate, timely, and
understandable disclosure of all information required by
applicable law to be so disclosed in reports and documents filed
with, or submitted to, the Securities and Exchange Commission and
other regulators, and in other public communications made by the
Company.

Protection of Company Assets
- ----------------------------

The protection, safeguarding and proper and efficient use of
Company property and any customer or supplier property entrusted
to the Company (collectively, "Company property") is an important
responsibility of all Company Personnel.  Care should be taken to
ensure that Company property is not misappropriated, loaned to
others, or sold or donated, without appropriate authorization. Any
suspected incident of fraud or unauthorized conveyance of Company
property should be immediately reported for investigation in
accordance with the Company's procedures.  Company property,
facilities and equipment are intended to be used for the conduct
of the Company's business and any exceptions should be in
accordance with Company policy.  Each employee should consult his
or her supervisor for appropriate guidance and permission in this
regard.  Any question should be directed to the Company Compliance
Officer or the Company's Corporate Legal Department.

Information Systems
- -------------------

The Company provides computing, network and other electronic
communication resources ("Information Systems") to its Company
Personnel because it recognizes the technology as a valuable
business tool that enables individuals to communicate with greater
efficiency, which further increases productivity.

The use of such resources is a privilege, not a right.  This
privilege is embodied in the responsible use of these resources.
The Company expects each person utilizing such resources to
conduct himself or herself in a lawful, ethical and productive
manner in accordance with Company policy and primarily for
business related purposes.  The Company will not tolerate the use
of such resources for the purpose of distributing potentially
offensive or inappropriate materials.  Individuals, including
Company Personnel, utilizing any Company Information Systems
should have no expectation of privacy in connection with the use
of the Company's Information Systems.  The contents of any

Copyright Kaman Corporation 2004

                             Page 14


message, document, or other matters sent through any Company
Information System may be monitored by Company management, by law
enforcement agencies or by others as the Company deems
appropriate.  The Company's policy on use of the Company's
Information Systems appears periodically on the Company's
Information Systems network, and notices regarding its terms
appears in other Company media and is available from the
Human Resources Department of each of the Company's segments.

Document Retention
- ------------------

The Company is required by law to maintain certain types of
corporate records, usually for a specified period of time and each
subsidiary is responsible for maintaining a records retention
policy.

As a general matter, certain accounting, payroll and tax records
and various legal contracts are to be maintained for a period of
seven (7) years following their expiration; however, this period
is subject to many exceptions, such as for records relating to tax
filings, insurance policies, Department of Defense contracts and
audits and certain personnel records.  Failure to retain such
documents for the required minimum period of time in each case
could subject the Company to penalties and fines, cause loss of
rights or place the Company at a serious disadvantage in
litigation. Therefore, it is the Company's policy to retain
corporate records and documents as are essential to the conduct of
the Company's business activities for the legally required time
periods and in accordance with each subsidiary's policy.

General correspondence and other documents which are not legally
significant or essential to a particular business transaction are
to be retained only for so long as necessary, and then are to be
discarded regularly on an ongoing basis. However, in the case of
litigation or a significant event likely to lead to litigation,
such as the involvement of one of the Company's products in an
accident or a situation involving property damage or bodily
injury, all regular destruction activity should be suspended and
all documents pertinent to such action should be preserved until
the matter is resolved.  If you have any questions concerning
specific document retention policies related to your company's
policy or business activities, contact the Corporate Legal
Department for further guidance.

Privacy and Data Protection Laws
- --------------------------------

The Company's policy is to acquire, retain and disclose only such
information related to its Company Personnel and customers as is

Copyright Kaman Corporation 2004

                             Page 15


permitted in accordance with applicable law in the jurisdictions
in which the Company operates.  It is the Company's policy to
comply with all applicable U.S. federal, state and local privacy
laws and regulations, and with all valid subpoenas or court
orders.

In addition to the United States, many other countries have
privacy and/or data protection laws, regulations or treaties
establishing certain legal requirements applicable to the
protection of personal data and information.  To the extent the
Company is subject to the laws of other countries, the Company is
committed to compliance with such laws in handling its own and its
customers' information.

Communications with the Media and the Public
- --------------------------------------------

The Company is committed to making timely, complete and accurate
public or regulatory disclosures as required by applicable law to
maintain integrity in its relationships with the public.  In
general, requests for financial or business information about the
Company or requests for interviews relating to the Company or its
affairs, or the issuance of any press releases should be referred
to the office of the Chief Investment Officer for review and
approval in advance. To the extent such requests relate to legal
proceedings or legal issues or are requests which emanate from
governmental agencies or attorneys for private parties, such
requests should be referred to the Corporate Legal Department.  It
is important that Company Personnel not respond to any such
inquiry or contact on their own because any inappropriate or
inaccurate response, even a denial or disclaimer of information,
may result in adverse publicity and could otherwise seriously
affect the Company's legal or business position.  Other public
communications by Company Personnel in their capacity as Company
representatives, such as articles for professional publications or
speeches at professional gatherings or trade forums, should comply
with Company procedures.  In all other cases, Company Personnel
should be aware that their statements and actions can reflect on
the Company and may be interpreted as statements of the Company
depending upon the circumstances.  While the Company recognizes
the right to freedom of individual expression, Company Personnel
should not exercise this right in a manner which would imply that
such expression is that of the Company, unless prior authorization
has been granted by the Company.

Lobbying
- --------

Company Personnel whose work requires lobbying communications with
any member or employee of a legislative body or with any

Copyright Kaman Corporation 2004

                             Page 16


government official or employee in the formulation of legislation
should coordinate such activity with the Corporate Legal
Department.  "Lobbying" can include a variety of activities and
may subject the Company to certain reporting requirements.  Any
questions should be directed to the Corporate Legal Department.

Copyrighted Material/Computer Software
- --------------------------------------

It is against Company policy for any Company Personnel to copy,
scan, digitize, broadcast or use third-party copyrighted material,
or third-party computer software when conducting Company business,
or preparing Company products or promotional materials, unless
written permission from the copyright holder or a license from the
computer software owner has been obtained prior to the proposed
use.  Improper use could subject both the Company and the
individuals involved to legal liability for copyright
infringement.  Any questions should be directed to the Company's
Corporate Legal Department.

                     CONFLICTS OF INTEREST
                     ---------------------

In General
- ----------

In addition to compliance with applicable law, Company Personnel
are expected to act in an ethical manner and to avoid any activity
that may interfere, or have the appearance of interfering with the
independent exercise of their judgment in the best interests of
the Company.

This policy is broader than mere observance of a rule, however.
It includes a standard of loyalty and responsibility on the part
of all Company Personnel to recognize their respective positions
in the Company and to recognize how individual actions and
interests can reflect upon both the individual and the Company.

This policy is implemented by a continuing requirement of
disclosure by all Company Personnel of any circumstances which
might be inconsistent with the Company's policy.  The continuing
requirement of disclosure in no way represents an intention on the
part of the Company to police or restrict the activities of
Company Personnel.  It is merely recognition of the proposition
that very few substantial questions of conflicts of interest can
exist where there is full knowledge of the facts by all parties.

In accordance with this policy, the Company requires that all
business transactions should be at arm's length, negotiated in
good faith and based on merit alone.  Although it is impractical


Copyright Kaman Corporation 2004
                             Page 17


to list all those circumstances which might raise ethical or
conflict-of-interest questions, as a minimum examples of conflicts
of interest include the following:  conducting Company business
with relatives; holding a material interest in or acting as an
official of another enterprise which is a Company supplier,
contractor, customer, consultant, competitor, merger target or
acquisition target; benefiting unfairly (or enabling a relative to
benefit unfairly) from the use or disposition of Company property
or the conduct of Company business; and taking advantage of inside
information which is not otherwise available to the general public
for any manner of personal gain.

In addition, since individuals interests tend to be identified
with those of their immediate family members, all Company
Personnel should be aware that actions of their family members may
have the appearance of being attributable to them.

Duty to Report Conflicts of Interest
- ------------------------------------

All Company Personnel have a responsibility and a duty of loyalty
to the Company, and all business decisions should be made in the
best interests of the Company.  This means putting the Company's
interests first. A conflict of interest is created when a Member
of Company Personnel places self-interest (or the interests of
others) ahead of the Company's interests.

All Company Personnel are encouraged to review their personal and
employment situations and are required to take the following steps
in any situation which might involve a potential conflict of
interest or the appearance of such a conflict:

1. Report the situation in writing to your supervisor;

2. Obtain written approval from your supervisor for the situation
   or (if the situation is not approved) written direction for
   resolving the conflict of interest which might be posed.

All supervisors are required to maintain reasonable ongoing
oversight after a potential conflict of interest (or the
appearance thereof) has been reported in order to ensure that the
direction provided by the supervisor with respect to the matter
has been followed.  Any questions should be referred to the
Company Compliance Officer. Because certain situations may involve
difficult questions of judgment, all situations which raise any
question of a conflict of interest or a violation of ethical
standards should be discussed with the employee's supervisor or,
if the conflict cannot be resolved or eliminated, with the Company
Compliance Officer.


Copyright Kaman Corporation 2004

                             Page 18


                         FACT SHEET
                         ----------

You may report your concerns on the Company's Hot Line (866) 450-
3663 (nationwide) and 860-243-7900 (local within Connecticut)

OR

RETURN THIS completed document to: your Compliance Officer or

               Chief Compliance Officer
               Legal Department
               Kaman Corporation
               P. O. Box 1
               Bloomfield, CT 06002
               "Personal and Confidential"

1.     Name of person filing this report (optional):

2.     Date:

3.     Facts: Please describe, as completely as possible, your
       knowledge of the facts (including, where appropriate, dates
       and times) relating to a violation or possible violation of
       the Kaman Code of Business Conduct. (Use a separate sheet
       and attach if more space is needed.)





4.     Signature: I declare that all of the statements made in
       this Fact Sheet are true to my best knowledge and belief. I
       understand that disciplinary actions may result if it is
       determined that the statements contained herein are false
       or made for a purpose other than to describe my knowledge
       of the facts relating to the particular violation or
       suspected violation set forth above.


                ---------------------------------------
                Signature (optional)
                (Please print your name below) (optional)

                ---------------------------------------

Note:  For various legal reasons, please  DO NOT conduct your own
       preliminary investigations since acting on your own may
       adversely affect both you and Kaman.


Copyright Kaman Corporation 2004






                   CERTIFICATION STATEMENT




To:    Compliance Officer

From:  Company Personnel


This is to certify and acknowledge that I have received, read and
understand the Kaman Code of Business Conduct (the "Code"). I
agree to comply fully with the standards contained in the Code and
any related policies and procedures adopted by the Company, and
understand that compliance with such standards, policies and
procedures is a condition of my continued employment or
association with the Company.



                          --------------------------------
                          Signature
                          (Please print your name below)


                          --------------------------------



                          Date:---------------------------


















Copyright Kaman Corporation 2004

EX-21

EXHIBIT 21

                         KAMAN CORPORATION

                           SUBSIDIARIES

Following is a list of the Corporation's subsidiaries, each of
which, unless otherwise indicated, is wholly owned by the
Corporation either directly or through another subsidiary.
Second-tier subsidiaries are listed under the name of the parent
subsidiary.

Name                                      State of Incorporation
- ----------------------------------------------------------------
Registrant:  KAMAN CORPORATION                 Connecticut

Subsidiaries:

Kaman Aerospace Group, Inc.                    Connecticut

    Kaman Aerospace Corporation                  Delaware
       K-MAX Corporation                       Connecticut
    Kaman Aerospace International Corporation  Connecticut
    Kaman X Corporation                        Connecticut
    Kamatics Corporation                       Connecticut
    Kaman PlasticFab Group, Inc.                 Delaware
       Plastic Fabricating Company, Inc.         Delaware
    Kaman  Dayron, Inc.                          Florida
    RWG Frankenjura-Industrie
     Flugwerklager GmbH                          Germany

Kaman Industrial Technologies Corporation      Connecticut

    Kaman Industrial Technologies, Ltd.           Canada
    Delamac de Mexico, S.A. de C.V. (60%)         Mexico

Kaman Music Corporation                        Connecticut

    KMI Europe, Inc.                             Delaware
    B & J Music Ltd.                              Canada
    Latin Percussion, Inc. (merged into
      Kaman Music Corporation effective
      December 31, 2003)                       New Jersey
    Genz Benz Enclosures, Inc.                   Arizona

Kaman Foreign Sales Corporation                 Barbados






January 8, 2004

EX-23

EXHIBIT 23

                   CONSENT OF INDEPENDENT AUDITORS



KPMG LLP
Certified Public Accountants
One Financial Plaza
Hartford, Connecticut 06103


The Board of Directors and Shareholders
Kaman Corporation:

We consent to incorporation by reference in the Registration
Statements (Nos. 33-51483 and 33-51485) on Form S-8 of Kaman
Corporation of our reports dated February 6, 2004, relating to
the consolidated balance sheets of Kaman Corporation and
subsidiaries as of December 31, 2003 and 2002 and the related
consolidated statements of operations, changes in shareholders'
equity and cash flows for each of the years in the three-year
period ended December 31, 2003, and the related schedule, which
reports appear or are incorporated by reference in the
December 31, 2003 annual report on Form 10-K of Kaman
Corporation.



/s/ KPMG LLP


Hartford, Connecticut
March 4, 2004

EX-24

                            EXHIBIT 24

                        POWER OF ATTORNEY



    KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
does hereby appoint and constitute Paul R. Kuhn and Robert M.
Garneau and each of them as his or her agent and attorney-in-fact
to execute in his or her name, place and stead (whether on behalf
of the undersigned individually or as an officer or director of
Kaman Corporation or otherwise) the Annual Report on Form 10-K of
Kaman Corporation respecting its fiscal year ended December 31,
2003 and any and all amendments thereto and to file such Form 10-K
and any such amendment thereto with the Securities and Exchange
Commission.  Each of the said attorneys shall have the power to
act hereunder with or without the other.

    IN WITNESS WHEREOF, the undersigned have executed this
instrument this 17 day of February, 2004.




Brian E. Barents                  Eileen S.  Kraus
E. Reeves Callaway, III           Paul R. Kuhn
John A. DiBiaggio                 Walter H. Monteith, Jr.
Edwin A. Huston                   Wanda L. Rogers
C. William Kaman, II              Richard J. Swift

EX-31

Exhibit 31.1


                     Certification Pursuant to Rule
                     13a-14 under the Securities and
                          Exchange Act of 1934


I, Paul R. Kuhn, certify that:

     1. I have reviewed this annual report on Form 10-K of Kaman
Corporation;

     2. Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and
other financial information included in this report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the
periods presented in this report;

     4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e) for the registrant and have:

        (a)  Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information
relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is
being prepared;

        (b)  Intentionally omitted pursuant to the guidance
contained in SEC Release 33-8238.

        (c)  Evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by
this report, based on such evaluation; and

        (d)  Disclosed in this report any change in the
registrant's internal control over financial reporting that
occurred during the registrant's most recent fiscal quarter
(the registrant's fourth fiscal quarter in the case of an annual


                          Page 1 of 2 Pages


Exhibit 31.1 (continued)


report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over
financial reporting; and

     5.  The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors
and the audit committee of the registrant's board of directors
(or persons performing the equivalent functions):

         (a)  All significant deficiencies and material
weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely
affect the registrant's ability to record, process, summarize and
report financial information; and

         (b)  Any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal control over financial reporting.


Date:  March 5, 2004               By: /s/ Paul R. Kuhn
                                   ---------------------------
                                   Paul R. Kuhn
                                   Chairman, President and
                                   Chief Executive Officer

EX-31

Exhibit 31.2


                     Certification Pursuant to Rule
                     13a-14 under the Securities and
                          Exchange Act of 1934


I, Robert M. Garneau, certify that:

     1. I have reviewed this annual report on Form 10-K of Kaman
Corporation;

     2. Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in
all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this report;

     4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e) for the registrant and have:

        (a)  Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information
relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being
prepared;

        (b)  Intentionally omitted pursuant to the guidance
contained in SEC Release 33-8238.

        (c)  Evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by
this report, based on such evaluation; and

        (d)  Disclosed in this report any change in the
registrant's internal control over financial reporting that
occurred during the registrant's most recent fiscal quarter
(the registrant's fourth fiscal quarter in the case of an annual


                          Page 1 of 2 Pages


Exhibit 31.2 (continued)


report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over
financial reporting; and

     5.  The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors
and the audit committee of the registrant's board of directors
(or persons performing the equivalent functions):

         (a)  All significant deficiencies and material
weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely
affect the registrant's ability to record, process, summarize and
report financial information; and

         (b)  Any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal control over financial reporting.


Date:  March 5, 2004               By: /s/ Robert M. Garneau
                                   ---------------------------
                                   Robert M. Garneau
                                   Executive Vice President and
                                   Chief Financial Officer

EX-32

Exhibit 32.1



                    Certification Pursuant to
                     18 U.S.C. Section 1350,
                     As Adopted Pursuant to
         Section 906 of the Sarbanes-Oxley Act of 2002


In connection with the Annual Report of Kaman Corporation
(the "Corporation") on Form 10-K for the fiscal year ended
December 31, 2003, as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, Paul R.
Kuhn, Chairman, President and Chief Executive Officer of the
Corporation, certify, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that to the best of my knowledge:

1)  The Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934, and

2)  The information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the Corporation.




By: /s/ Paul R. Kuhn
- -------------------------
Paul R. Kuhn
Chairman, President and
Chief Executive Officer
March 5, 2004

EX-32

Exhibit 32.2



                    Certification Pursuant to
                     18 U.S.C. Section 1350,
                     As Adopted Pursuant to
         Section 906 of the Sarbanes-Oxley Act of 2002


In connection with the Annual Report of Kaman Corporation
(the "Corporation") on Form 10-K for the fiscal year ended
December 31, 2003, as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, Robert M.
Garneau, Chief Financial Officer of the Corporation, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that to the best
of my knowledge:

1)  The Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934, and

2)  The information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the Corporation.




By: /s/ Robert M. Garneau
- -------------------------
Robert M. Garneau
Executive Vice President
and Chief Financial Officer
March 5, 2004