8-K

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                               ___________________

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported): November 18, 2004


                             ESCO TECHNOLOGIES INC.
               (Exact Name of Registrant as Specified in Charter)


               Missouri                  1-10596                43-1554045
            (State or Other            (Commission           (I.R.S. Employer
    Jurisdiction of Incorporation)     File Number)         Identification No.)



     8888 Ladue Road, Suite 200, St. Louis, Missouri                 63124-2056
     (Address of Principal Executive Offices)                        (Zip Code)



        Registrant's telephone number, including area code: 314-213-7200






ITEM 7.01.  REGULATION FD DISCLOSURE

     The Registrant intends to make company  presentations  today,  November 18,
2004, and to include the presentation  charts on its website.  The related press
release and the information  that will be included on the  Registrant's  website
are  attached  as  Exhibits  99.1 and 99.2 to this  Form 8-K.  This  information
updates  previous  company  presentations,  and  includes the  Registrant's  new
five-year financial objectives,  a summary of the Registrant's  strategy, and an
overview of each of the Registrant's three business segments.


ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

(c)  Exhibits

Exhibit No.       Description of Exhibit

    99.1          Press release dated November 18, 2004.

    99.2          Information included on Registrant's website as of
                  November 18, 2004.


     The   furnishing  of  these  Exhibits  is  not  intended  to  constitute  a
representation  that such  furnishing  is required by  Regulation FD or that the
information  they contain  includes  material  investor  information that is not
otherwise publicly available.  Statements in Exhibits 99.1 and 99.2 that are not
strictly historical are  "forward-looking"  statements within the meaning of the
safe harbor provisions of the federal  securities laws.  Investors are cautioned
that such  statements  are only  predictions,  and speak only as of November 18,
2004. The Registrant  does not assume any obligation to update such  information
in the  future.  The  Registrant's  actual  results  in the  future  may  differ
materially from those projected in the  forward-looking  statements due to risks
and  uncertainties  that  exist  in the  Registrant's  operations  and  business
environment  including,  but not limited to: weakening of economic conditions in
served  markets;   changes  in  customer   demands  or  customer   insolvencies;
competition;   intellectual  property  rights;   technical   difficulties;   the
availability of selected acquisitions;  the timing, pricing, and availability of
shares  offered  for sale;  unforeseen  charges  impacting  corporate  operating
expenses;  the  performance  of  the  Registrant's   international   operations;
successful  execution  of the  planned  sale  of the  Registrant's  Puerto  Rico
facility; delivery delays or defaults by customers;  termination for convenience
of  customer  contracts;   timing  and  magnitude  of  future  contract  awards;
performance issues with key suppliers and subcontractors;  collective bargaining
and  labor  disputes;  changes  in laws and  regulations  including  changes  in
accounting  standards  and  taxation  requirements;  changes  in foreign or U.S.
business  conditions  affecting  the  distribution  of foreign  earnings;  costs
relating to environmental matters; litigation uncertainty;  and the Registrant's
successful execution of internal operating plans.

                                                               SIGNATURE

     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.

                                                  ESCO TECHNOLOGIES INC.


Dated:  November 18, 2004                       By:     /s/G.E. Muenster
                                                          G. E. Muenster
                                                      Vice President and
                                                 Chief Financial Officer





                                  EXHIBIT INDEX


Exhibit No.                         Description of Exhibit

    99.1          Press release dated November 18, 2004.

    99.2          Information included on Registrant's website as of
                  November 18, 2004.

EX-99.1

For more information contact:                             For media inquiries:
Patricia K. Moore                                              David P. Garino
Director, Investor Relations                                    (314) 982-0551
ESCO Technologies Inc.
(314) 213-7277



                  ESCO TO POST UPDATED PRESENTATION ON WEB SITE


     St. Louis,  MO,  November 18, 2004 - ESCO  Technologies  Inc.  (NYSE:  ESE)
announced it will post today an updated  Company  presentation  on its Web site,
www.escotechnologies.com.

     The presentation  includes the Company's new five-year financial objectives
and an overview of each of its three business segments.

     ESCO,  headquartered  in St.  Louis,  is a leading  supplier of  engineered
filtration  products  to the  process,  health care and  transportation  markets
worldwide.  In  addition,  the  Company  markets  proprietary,  special  purpose
communications  systems and is the industry  leader in RF shielding and EMC test
products.


                                                                 # # #

EX-99.2

NYSE Symbol: ESE

November 2004

Forward-Looking Statement

2

Statements regarding future events, the development of new products, future growth drivers,

increases in shareholder value, future IOU contracts, the success of future acquisitions efforts, the

Company’s future results, including sales growth, EBIT, EBIT Margin, EPS estimates and

projections about the Company’s performance and other statements contained herein which are

not strictly historical are considered “forward-looking” statements within the meaning of the safe

harbor provisions of the federal securities laws.  Investors are cautioned that such statements are

only predictions, and speak only as of November 18, 2004 and the company undertakes no duty to

update.  The Company’s actual results in the future may differ materially from those projected in the

forward-looking statements due to risks and uncertainties that exist in the Company’s operations

and business environment including, but not limited to: weakening of economic conditions in served

markets; changes in customer demands or customer insolvencies; competition; the availability of

select acquisitions on acceptable terms; intellectual property rights; the success and timing of real

estate sales; technical difficulties; delivery delays or defaults by customers; termination for

convenience of customer contracts; timing and magnitude of future contract awards; performance

issues with key suppliers and subcontractors; collective bargaining and labor disputes; changes in

laws and regulations including changes in accounting standards and taxation requirements;

changes in foreign or U.S. business conditions affecting the distribution of foreign earnings; costs

relating to environmental matters; litigation uncertainty; and the Company’s successful execution of

internal operating plans.

Today ESCO is…

A Proven Supplier of Special Purpose
Communications Systems Primarily for the
Electric Utility Industry

A Leading Provider of Engineered Filtration
Products to the Health Care, Aerospace and
Automotive Markets Worldwide

The Industry Leader in RF Shielding and EMC
Test Products

Spun-off in 1990 from Emerson

3

ESCO Products & Applications

Test

Filtration

Communications

4

ESCO Business Profile - FY 2003 vs 2004

$90.3M

23%

$164.1M

41%

$142.3M

36%

Fiscal 2003 Sales

= $396.7M

$137.8M

33%

$173.9M

41%

$110.4M

26%

Fiscal 2004 Sales

= $422.1M

5

Communications

Filtration

RF Shielding & Test

ESCO Served Markets - FY 2004

Advanced Metering

31%

Health Care

15%

Defense Aerospace

14%

Electronics

11%

Commercial
Aerospace

7%

Automotive Products

11%

Consumer & Appliance

8%

Video Security

1%

Industrial

2%

6

ESCO Strategy

7

ESCO will increase Shareholder Value through

Continued Investment in New Products

Selective Acquisitions

Ongoing Performance Improvement Actions

Supported by

A Strong Balance Sheet – AND –

Management Team whose Interests are

Strongly Aligned with the Shareholders

Financial Goals

Sales

$422

~

$700

EBIT Margin - Operational

14.5%

18%

EPS - Operational

$2.91

~

$6.00

See the reconciliation of EBIT as a Non-GAAP Financial Measure in Appendix A

"Operational" excludes MicroSep (i.e. Disc Ops) and $1.3M of Puerto

Rico exit and severance charges.

Base Period

'04

Goal

'09

8

ESCO 5 Year View

Sales Growth

>10% CAGR

EBIT Margin

>18%

EPS Growth

>15% CAGR

FY 2004 Income Statements

Depreciation &
Amortization -
$11.9M

“Operational” excludes MicroSep (i.e. Disc Ops) and $1.3M of Puerto Rico exit and severance charges.

GAAP

“Operational“

Net Sales

422.1

$     

422.1

$         

EBIT

59.7

61.0

%  of Sales

14.1%

14.5%

Net Earnings from

37.8

38.8

Continuing Operations

Net Loss from Discontinued

(2.1)

-

Operations, net after tax

Net Earnings (Loss)

35.7

38.8

EPS - Dilutive

Continuing Operations

2.84

2.91

Discountinued Operations

(0.16)

-

Net Earnings (Loss)

2.68

2.91

9

   Excludes MicroSep and $1.3M of Puerto Rico charges.  

FY 2004 Segment Performance

Net

EBIT

Sales

EBIT

Margin

Comm

$

137.8

$

38.4

27.9%

Filtration

173.9

23.1

13.3%

Test

110.4

11.3

10.2%

Other

-

(11.8)

-

Totals

$

422.1

$

61.0

14.5%

10

FY 2004 Entered Orders and Backlog

Comm

Filtration

Test

Consol

Beginning Backlog

130.4

$

86.2

$  

46.4

$  

263.0

$

+

Entered Orders

116.0

165.4

126.8

408.2

$

-

Sales

137.8

173.9

110.4

422.1

$

Ending Backlog

108.6

$

77.7

$  

62.8

$  

249.1

$

11

Includes $21.6M of Sales to PPL

Expenditures on new product
development and engineering
are typically 7-8% of sales

New antennas for measuring

EMC in frequency spectrum over 1GHz

Needleless access devices

Remote Disconnect

Switch Interbase (DSI) option on TWACS

Investments in New Products and Technologies

^®

12

ESCO Acquisitions

13

Acquisition Characteristics:

$5M to $50M in Sales

Existing Segments

Competitors or Line Extensions

Drop-in or Core Technology Expansion

Focus

Communications

Direct access to the water and gas markets

Filtration and Test

Extend product offering

Key Element of ESCO Culture

Esco Performance Improvement Actions

14

Recent Initiatives

MicroSep Divestiture

P.R. Plant – 110,000 sq. ft. reduction, Relocation

to Juarez Mexico (Filtertek)

European Test Consolidation  

Balance Sheet

Includes Tax

Effected NOL of

$26.4M, retained

from former
defense

subsidiaries.

             FREE CASH FLOW

SEE THE RECONCILIATION OF NON-GAAP FINANCIAL MEASURES IN APPENDIX A

$44.6

CONTINUING OPS

9/30/2004

72.3

$      

Accounts Receivable

77.7

Inventory

46.8

Other Current Assets

36.7

Total Current Assets

233.5

$     

Property, Plant & Equip, Net

69.1

Other Assets

99.8

Total Assets

402.4

$     

Current Liabilities

68.3

Other Liabilities

26.1

Long Term Debt

0.4

Total Liabilities

94.8

Shareholders' Equity

307.6

Total Liabilities & Equity

402.4

$     

15

Cash & Equivalents

Shareholder Alignment

16

Executive Equity Ownership Program

Outright Ownership of 3X & 5X Total Cash Compensation

Stock Sales for Diversification Allowed/Encouraged Beyond

Required Ownership Levels

Board of Directors Ownership Program

5X Retainer

Stock Option Incentive Program (Approx. 200 Management

Participants)

Economic Profit Improvement is an Incentive Compensation

Component

Corporate Governance

ISS Corporate Governance Quotient 87.8 (11/3/04 Update)

Rated higher than 87.8% of companies in the Russell 3000

Segment Profiles

All are

    Technically Driven Industrial Businesses

    Customer and Solution Focused

    Expanding Through New Products and Internationally

17

Communications Segment

TWACS^® System

18

Communications

COOPS

Sales

EBIT

$38.4M

33%

53%

2004 CONTRIBUTION

$137.8M

x/ Corp Costs

19

Market Profile

ESCO Addressable Market

North American Automatic Meter

Reading (AMR) ~ $5B

105 Million Meters

72% Investor Owned

15% Municipal

13% COOP

Plus Developing

Demand Side Management

International

Served Markets

- Utility

- Video Security

Customer Base:  

Two-way Automatic Communications System

20

TWACS^®

Power Line Based Fixed Network System

Most Capable Proven System Available

>140 North American Utilities, ~8M End Points - Ordered or Installed

Can be Deployed System-wide

Versatility / Value-Added Features

Two-way Load Control

Time of Use

Outage Mapping

Remote Disconnect

Incorporates Patented Proprietary Technology

Communications

21

Growth Drivers

External

Utilities Focus

Cost

- Meter Reading

- Theft

- Call Center

Customer Service

- Billing Accuracy

- Call Center Responsiveness

- Outage Restoration

Advanced Metering

- Demand Response

Real time pricing

Critical peak pricing

ESCO

Existing Product Attributes

Investment in New Product Features / Further Differentiation

Acquisitions – Direct Access to Water and Gas

Filtration Segment

22

Filtration Segment

Sales

EBIT

$23.1M

32%

2004 CONTRIBUTION

$173.9M

41%

x/ Corp Costs

23

ESCO Addressable Market ~$4B

Served Markets: Liquid Only

–  Health Care

–  Automotive

–  Consumer & Appl.

–  Aerospace

Broad Blue Chip Customer Base:  

Filtration

24

Growth Drivers

Leadership Position in Certain Niches Driven by Technology

Advancements and Customer Support

Medical Devices

Aerospace

Fuel Delivery

Served Market Growth:  GDP+

New Products

Health Care (Medical Devices/Drug Delivery)

Intelligent Sensors

Micro-Propulsion Devices

Acquisitions

Medical Devices

Aerospace Drop-In

RF Shielding & Test Segment

25

RF Shielding & Test

Sales

EBIT

$11.3M

26%

15%

2004 CONTRIBUTION

$110.4M

26

x/ Corp Costs

Market Profile

ESCO Addressable Market ~ $500M

Served Markets

Electronics

- Automotive

Health Care

- Aerospace

Acoustics

Broad Blue Chip Customer Base:  

RF Shielding & Test

27

ESCO is the global leader of radio frequency (RF) shielding

and electromagnetic compatibility (EMC) test products.

Growth Drivers

Proliferation of Wireless Devices

MRI

International

Government Security

Acoustics

Calibration Services

The Way Forward

28

Committed to $6.00 per share in ‘09

Continued Growth of Communications: IOUs

New Products in Filtration

Extend our Reach in Test

Selective Acquisitions

Continue to Aggressively work our Cost and

Improve our Competitive Position

Committed to $6.00 per share in ‘09

Appendix A

Reconciliation of Non-GAAP
Financial Measures

29

Reconciliation of Non-GAAP Financial
Measures FY 2004 ($M)

Note:

EBIT Margin greater than or equal to 18% in ESCO’s Financial Goals Section cannot be reconciled with a GAAP measure
as this represents a forward looking financial measure with no comparable GAAP measurement quantifiable at this time.  
EBIT margin is calculated as EBIT divided by Net Sales.  EBIT is calculated as earnings before interest and taxes.

(12.2)

30

“Operational” excludes MicroSep (i.e. Disc Ops) and also $1.3M of Puerto Rico exit and severance charges.

Total

52.7

40.5

Continuing

Disc

Ops

Ops

Net Cash Provided by

55.4

(2.7)

Operating Activity

Less

Capital Expenditures

(10.8)

(1.4)

Free Cash Flow

44.6

(4.1)

GAAP

“Operational”

EBIT

59.7

61.0

EBIT Margin

14.1%

14.5%

Less:

Interest Expense (Income)

(0.8)

(0.8)

Income Tax Expense (benefit)

22.7

23.0

Net Earnings - Continuing Ops

37.8

38.8

EPS - Continuing Ops

2.84

$

2.91

$      

31