8-A12G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-A\A

(Amendment No. 1)

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

Kaman Corporation

(Exact Name of Registrant as Specified in Its Charter)

Connecticut	06-0613548
(State or Other Jurisdictionof Incorporation)	(IRS Employer Identification No.)
1332 Blue Hills Avenue, Bloomfield, Connecticut	06002
(Address of Principal Executive Offices)	(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class To be so registered	Name of each exchange on which each class is to be registered
None

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.    o

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.   x

Securities Act registration statement file number to which this form relates: ______________________ (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act:

 Common Stock

 (Title of class)

 (Title of class)

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EXPLANATORY STATEMENT

On May 3, 1965, the registrant, then known as Kaman Aircraft Corporation, filed a Form 8-A, dated April 26, 1965, for the purpose of registering its Class A Common Stock and 6% Convertible Subordinated Debentures Due 1974 pursuant to Section 12(g) of the Securities Exchange Act of 1034 (the “Act”). On November 3, 2005, the terms of the Class A Common Stock were amended, including a change in the designation of the class from Class A Common Stock to Common Stock. This Amendment No. 1 to Form 8-A\A is filed for the purpose of updating the description of the registrant’s Common Stock and deleting the reference to its 6% Convertible Subordinated Debentures Due 1974, none of which remain outstanding.

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant’s Securities to be Registered.

The description of the registrant’s Common Stock under the heading “Description of Common Stock” set forth at pages 59 to 62 of the registrant’s prospectus/proxy statement dated September 2, 2005, as filed with the Securities and Exchange Commission on September 2, 2005 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, is hereby incorporated by reference in its entirety.

The Common Stock is traded on the Nasdaq National Market under the symbol “KAMN”.

Item 2. Exhibits.

The following documents are filed as exhibits to this registration statement:

1.   Specimen stock certificate for Common Stock.

2.   Amended and Restated Certificate of Incorporation of Kaman Corporation is incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 4, 2005.

3.   Amended and Restated Bylaws of Kaman Corporation are incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 4, 2005.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf, by the undersigned, thereunto duly authorized.

KAMAN CORPORATION
By:	/s/ Robert M. Garneau
	Robert M. Garneau
	Executive Vice President and
	Chief Financial Officer

 Date: January 27, 2006

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KAMAN CORPORATION

INDEX TO EXHIBITS

Exhibit 1	Specimen stock certificate for Common Stock.	attached
Exhibit 2	Amended and Restated Certificate of Incorporationof Kaman Corporation is incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 4, 2005.	by reference
Exhibit 3	Amended and Restated Bylaws of Kaman Corporation are incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 4, 2005.	by reference

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EX-1

Exhibit 1

KAMAN

NUMBER	KAMAN CORPORATION	SHARES
KC 231237	INCORPORATED UNDER THE LAWS OF THE STATE OF CONNECTICUT
COMMON STOCK		COMMON STOCK
		CUSIP 483548 10 3
		SEE REVERSE FOR
THIS CERTIFIES THAT		CERTAIN DEFINITIONS

is the owner of

SHARES OF COMMON STOCK OF THE PAR VALUE OF ONE DOLLAR ($1) EACH OF
KAMAN CORPORATION transferable only on the books of the Corporation by the holder hereof in person or by attorney upon surrender of this certificate properly  endorsed. A full or summary statement of (i) the designations, terms, limitations, and relative rights and preferences of shares of the Preferred Stock and Common Stock of  the Corporation, (ii) the variations in the relative rights and preferences between shares of each series of the Preferred Stock so far as they shall have been fixed and determined, and (iii) the authority of the Board of Directors of the Corporation to fix and determine the relative rights and preferences of subsequent series of the Preferred Stock, will be furnished to any stockholder of this Corporation upon request and without charge upon application to the Secretary of the office of the Corporation in Bloomfield, Connecticut. This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.	COUNTERSIGNED AND REGISTERED: MELLON INVESTOR SERVICES LLC (Jersey City, NJ) TRANSFER AGENT AND REGISTRAR
IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by the facsimile signatures of its duly authorized officers and the facsimile of its corporate seal to be hereunto affixed.	AUTHORIZED SIGNATURE

Dated

	/s/ Robert M. Garneau	/s/ Paul R. Kuhn
SEAL	EXECUTIVE VICE PRESIDENT	PRESIDENT
	AND CHIEF FINANCIAL OFFICER	CHIEF EXECUTIVE OFFICER

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they

were written out in full according to applicable laws or regulations:

TEN COM	- as tenants in common	UNIF GIFT MIN ACT ...................Custodian…………………..
TEN ENT	- as tenants by the entireties	(Cust)      (Minor)
JT TEN	- as joint tenants with right of survivorship and not as tenants in common	under Uniform Gifts to Minors Act ……………………………………..
		(State)
Additional abbreviation may also be used though not in the above list.

 For value received,…...........................hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

	………………………………………
……………………………………………………………………….........................		NOTICE: The signature to this assignment must correspond with the name as written upon the face of the Certificate, in every particular, without alteration or enlargement, or any change whatever.
Please print or typewrite name and address including postal zip code of assignee
……………………………………………………………………….........................
……………………………………………………………………….........................
………………………………………………………………………........................
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint ………………………………………………..
……………………………………………………………………………………........
Attorney to transfer the said stock on the books of the within-named Corporation
with full power of substitution in the premises.
Dated,……………………………….
……………………………………………………………

SIGNATURE GUARANTEED:
	THE SIGNATURES(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.