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): December 15, 2005


                             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.)



9900A Clayton Road, St. Louis, Missouri                             63124-1186
(Address of Principal Executive Offices)                            (Zip Code)



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



Item 1.01 Entry into a Material Definitive Agreement

1. The  Company  has  historically  established  bonus  targets  and awarded the
executive  officers  annual cash incentive  compensation  ("bonuses")  under its
Performance Compensation Plan (the "Existing Plan"). Commencing with fiscal year
2006, and subject to shareholder approval of the Incentive Compensation Plan For
Executive  Officers  (the "ICP")  described  below in  paragraph  3, the Company
proposes to divide each executive  officer's bonus target between two plans, one
the  Existing  Plan  and the  other  the ICP.  Actual  bonus  payments  shall be
determined  and  paid  utilizing  evaluation  criteria  approved  by  the  Human
Resources and Compensation Committee (the "Committee") of the Board of Directors
of the Company.

2.  Accordingly,  under the Existing Plan, the Committee,  on December 15, 2005,
confirmed  its approval of the fiscal year 2006 bonus  targets for the executive
officers of the Company,  as follows:  V.L. Richey and C.J.  Kretschmer--20%  of
fiscal 2006 total cash  compensation;  G.E.  Muenster and A.S.  Barclay--15%  of
fiscal 2006 total cash compensation. The Committee also approved the fiscal year
2006  evaluation  criteria for the  determination  of the actual  Existing  Plan
bonuses to be paid to the executive  officers  after the end of the fiscal year.
Under the Existing Plan, the Committee will evaluate and measure the performance
of the  executive  officers  based on the  achievement  of various  Company  and
individual objectives, weighted as follows: operating results--20%;  shareholder
value--30%;  economic  profit  improvement--10%;   growth--10%;  and  individual
objectives--30%.  The actual bonuses to be paid under the Existing Plan may vary
from the bonus targets depending on the extent to which  performance  exceeds or
falls below the evaluation criteria established by the Committee.

3. In addition,  under the proposed ICP,  which was approved by the Committee on
November 9, 2005 (and which is expected  to be approved by  shareholders  at the
Company's  Annual  Meeting on  February 2, 2006),  the  Committee  conditionally
approved  the fiscal year 2006 bonus  targets  for the  executive  officers,  as
follows:  V.L.  Richey and C.J.  Kretschmer-20%  of fiscal  year 2006 total cash
compensation;  G.E.  Muenster  and A.S.  Barclay-15%  of fiscal  2006 total cash
compensation.  The  actual  bonuses  to be paid  under the ICP may vary from the
bonus  targets based upon the  application  of the fiscal year 2006 ICP earnings
per share matrix, as approved by the Committee.


                                                     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:  December 21, 2005                     By:  /s/ G.E. Muenster
                                                   -----------------
                                                   G.E. Muenster
                                                   Senior Vice President and
                                                   Chief Financial Officer