UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 31, 2005 (October 31, 2005)

Kaman Corporation
(Exact name of registrant as specified in its charter)


	Connecticut
(State or other jurisdiction of incorporation)
0-1093		06-0613548
(Commission File Number)		(IRS Employer Identification No.)
1332 Blue Hills Avenue, Bloomfield, Connecticut		06002
(Address of principal executive offices)		(Zip Code)

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

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

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

(17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

(17 CFR 240.13e-4(c))

INFORMATION TO BE INCLUDED IN THE REPORT

Item 8.01.

Other Events.

On October 31, 2005, the Company announced that, in connection with its previously disclosed litigation, the court has entered an order finding in favor of the Company with respect to Mason Capital's claim that the Company's proposed recapitalization should be subject to a "supermajority" vote described below. The court has, however, enjoined the Company from closing the recapitalization until December 1, 2005 in order to provide Mason Capital with time to seek further relief in the Second Circuit.

As previously described, Mason Capital is seeking to stop the proposed recapitalization unless and until the proposed recapitalization is approved by two "supermajority votes," one vote of 80% of the holders of the Company's Class B common stock, and a second, separate vote of two-thirds of the disinterested holders of the Company's Class B common stock.

On October 11, 2005, the Company held separate meetings of the Class A and Class B shareholders at which the proposed recapitalization was approved by both classes of shareholders. It remains the Company's intention to close the recapitalization as soon as possible if the current injunction expires and there is no other injunction or stay in place that would preclude closing

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Further detail on the proposed recapitalization and recapitalization agreement can be found in the recapitalization agreement, which was filed as Exhibit 2.1 to a Form 8-K filed by the Company on June 8, 2005, proxy statement, which was filed on September 2, 2005 and mailed to shareholders shortly thereafter and prospectus supplement, which was filed on September 30 and mailed to shareholders shortly thereafter.

Item 9.01.

Financial Statements and Exhibits.

Exhibit 99.1

Press Release, dated October 31, 2005

SIGNATURES

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

	KAMAN CORPORATION

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

Dated: October 31, 2005

INDEX TO EXHIBITS

Exhibit 99.1

Press Release, dated October 31, 2005

Kaman Corporation
Bloomfield, CT 06002

(860) 243-7100

NEWS

JUDGE RULES IN FAVOR OF KAMAN'S PROPOSED RECAPITALIZATION;

ENJOINS CLOSING UNTIL DECEMBER 1

BLOOMFIELD, CONNECTICUT, (October 31, 2005) – Kaman Corporation (NASDAQ:KAMNA) announced that, in connection with its previously disclosed litigation, the court has today entered an order finding in favor of the Company with respect to Mason Capital's claim that the Company's proposed recapitalization should be subject to a "supermajority vote" described below. The court has, however, enjoined the Company from closing the recapitalization until December 1, 2005 in order to provide Mason Capital with time to seek further relief in the Second Circuit.

Further detail on the proposed recapitalization and recapitalization agreement can be found in the recapitalization agreement, which was filed as Exhibit 2.1 to a Form 8-K filed by the Company on June 8, 2005, the proxy statement, which was filed on September 2, 2005 and mailed to shareholders shortly thereafter and the prospectus supplement, which was filed on September 30 and mailed to shareholders shortly thereafter.

Based in Bloomfield, Conn., Kaman Corporation conducts business in the aerospace, industrial distribution and music markets. Kaman operates its aerospace business through its Aerostructures, Fuzing, and Helicopters divisions and its Kamatics subsidiary providing subcontract aerostructure manufacturing for military and commercial aircraft, missile and bomb fuzing products, SH-2G and K-MAX helicopters, and proprietary aircraft bearings and products. Principal aerospace facilities are located in Connecticut, Florida and Kansas. Kaman is the third largest North American distributor of power transmission, motion control, material handling and electrical components and a wide range of bearings offered to a customer base of more than

50,000 customers representing a highly diversified cross-section of North American industry, with principal facilities in Alabama, California, Connecticut, New York, Indiana, Kentucky and Utah. Kaman is also the largest independent distributor of musical instruments and accessories, offering more than 20,000 products for amateurs and professionals, with principal facilities in Arizona, Connecticut, California, New Jersey and Tennessee.

* * *

Forward-Looking Statements

This press release may contain forward-looking information relating to the company's business and prospects, including the aerospace, industrial distribution and music businesses, operating cash flow, the benefits of the recapitalization transaction, 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 for government programs and thereafter contract negotiations with government authorities, both foreign and domestic; 2) political conditions in countries where the company does or 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 defense, commercial aviation, industrial production and consumer market for music products, as well as global economic conditions; 5) satisfactory completion of the Australian SH-2G(A)program, including successful completion and integration of the full ITAS software; 6) receipt and successful execution of production orders for the JPF U.S. government contract including the exercise of all contract options and receipt of orders from allied militaries, as both have been assumed in connection with goodwill impairment evaluations; 7) satisfactory resolution of the EODC/University of Arizona litigation; 8) achievement of enhanced business base in the Aerospace segment in order to better absorb overhead and general and administrative expenses, including successful execution of the contract with Sikorsky for the BLACK HAWK Helicopter program; 9) satisfactory results of negotiations with NAVAIR concerning the company's leased facility in Bloomfield, Conn.; 10) profitable integration of acquired businesses into the company's operations; 11) changes in supplier sales or vendor incentive policies; 12) the effect of price increases or decreases; 13) pension plan assumptions and future contributions; 14) continued availability of raw materials in adequate supplies; 15) satisfactory resolution of the supplier switch and incorrect part issues at Dayron and the DCIS investigation; 16) cost growth in connection with potential environmental remediation activities related to the Bloomfield and Moosup facilities; 17) whether the proposed recapitalization is completed; 18) risks associated with the course of litigation, including the Mason Capital Ltd. lawsuit; 19) changes in laws and regulations, taxes, interest rates, inflation rates, general business conditions and other factors; 20) the effects of currency exchange rates and foreign competition on future operations; and 21) other risks and uncertainties set forth in the company's annual, quarterly and current reports, and proxy statements. Any forward-looking information provided in this press release should be considered with these factors in mind. The company assumes no obligation to update any forward-looking statements contained in this press release.

On August 18, 2005, Kaman filed with the Securities and Exchange Commission a Registration Statement on Form S-4, which has since been declared effective by the Securities and Exchange Commission. The Registration Statement on Form S-4 contains a proxy statement/prospectus which describes the proposed recapitalization. STOCKHOLDERS OF KAMAN ARE ADVISED TO READ THE PROXY STATEMENT/PROSPECTUS, BECAUSE IT CONTAINS IMPORTANT INFORMATION. Such proxy statement/prospectus and other relevant documents may be obtained, free of charge, on the Securities and Exchange Commission's website (http://www.sec.gov) or from Kaman by contacting Russell H. Jones, SVP, Chief Investment Officer & Treasurer, by telephone at (860) 243-6307 or by email at rhj-corp@kaman.com.

Kaman and certain persons may be deemed to be participants in the solicitation of proxies relating to the proposed recapitalization. The participants in such solicitation may include Kaman's executive officers and directors. Further information regarding persons who may be deemed participants is available in Kaman's proxy statement/prospectus.

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Contact: Russell H. Jones

SVP, Chief Investment Officer & Treasurer

(860) 243-6307

rhj-corp@kaman.com