Exhibit 10(b)

               AMENDMENT TO THE ESCO ELECTRONICS CORPORATION 1994
                               STOCK OPTION PLAN

          WHEREAS,   ESCO   Technologies   Inc.   (formerly   ESCO   Electronics
     Corporation)("Company") adopted the ESCO Electronics Corporation 1994 Stock
     Option Plan ("Plan"); and

          WHEREAS,  the Company retained the right to amend the Plan pursuant to
     Section 16 thereof; and

          WHEREAS, the Company desires to amend the Plan:

          NOW,  THEREFORE,  effective as of July 18, 2002 the Plan is amended as
     follows:

          1. The first  sentence of Section 9 is deleted and  replaced  with the
     following:

          The holder of any Stock  Option  issued  hereunder  must  exercise the
     Stock Option prior to his  termination  of  employment,  except that if the
     employment of an optionee  terminates  with the consent and approval of his
     employer,  the  Committee  may,  in its  absolute  discretion,  permit  the
     optionee to exercise his Stock  Option,  to the extent that he was entitled
     to exercise it at the date of such  termination of employment,  at any time
     within  three (3)  months  after such  termination,  but not after ten (10)
     years from the date of the granting thereof.  Provided,  that the Committee
     may,  in  its  absolute  discretion,   direct  that  the  option  agreement
     specifically   permit  the  holder  of  any  Stock  Option  who  terminates
     employment  on account of  retirement  on or after age 60, to exercise  his
     Stock Option, to the extent that he was entitled to exercise it at the date
     of  such  retirement,  at  any  time  within  five  (5)  years  after  such
     retirement,  but not after  ten (10)  years  from the date of the  granting
     thereof.

          2. The last  sentence of Paragraph 8 is deleted and replaced  with the
     following:

          Upon exercise of an option the Committee  shall  withhold a sufficient
     number of shares to satisfy the Company's  withholding  obligations for any
     taxes incurred as a result of such exercise;  provided, that in lieu of all
     or part of such  withholding,  the optionee may pay an equivalent amount of
     cash to the Company.

          IN WITNESS  WHEREOF,  the foregoing  amendment was adopted on the 18th
     day of July, 2002.