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): February 2, 2006


                             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


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

     [ ] Written  communications  pursuant to Rule 425 under the  Securities Act
         (17 CFR 230.425)

     [ ] Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
         CFR 240.14a-12)

     [ ]  Pre-commencement  communications  pursuant to Rule 14d-2 (b) under the
          Exchange Act (17 CFR 240.14d-2 (b))

     [ ]  Pre-commencement  communications  pursuant to Rule 13e-4 (c) under the
          Exchange Act (17 CFR 240.13e-4 (c))






ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On February 2, 2006, the  shareholders of the Registrant  approved the Incentive
Compensation  Plan  For  Executive   Officers  ("ICP"),  a  new  cash  incentive
compensation  ("bonus") plan for the executive  officers of the Registrant.  The
ICP was approved by the Human Resources and Compensation Committee ("Committee")
of the  Registrant's  Board of  Directors on November 9, 2005.  Commencing  with
fiscal year 2006,  Registrant  intends to divide each executive  officer's bonus
target between the ICP and the existing Performance Compensation Plan. Under the
ICP, the Committee 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 year
2006 total cash  compensation.  The actual  bonuses to be paid under the ICP may
vary from the bonus targets based upon the application of a fiscal year earnings
per share  matrix,  which was also approved by the  Committee.  See the Form 8-K
dated December 15, 2005.

ITEM 9.01         FINANCIAL STATEMENTS AND EXHIBITS

(d)      Exhibits

Exhibit No.  Description of Exhibit

   10.1     Incentive Compensation Plan        Incorporated by reference to
            For Executive Officers             Notice of  Annual Meeting of the
                                               Stockholders and Proxy Statement
                                               dated December 21, 2005, at
                                               Appendix A



                                    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:  February 7, 2006                          By:  /s/ G.E. Muenster
                                                       -----------------
                                                       G.E. Muenster
                                                       Senior Vice President and
                                                       Chief Financial Officer





                                  EXHIBIT INDEX
                                  -------------


Exhibit No.  Description of Exhibit

   10.1      Incentive Compensation Plan       Incorporated by reference to
             For Executive Officers            Notice of  Annual Meeting of the
                                               Stockholders and Proxy Statement
                                               dated December 21, 2005, at
                                               Appendix A