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 12, 2008


                             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:

[  ] 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 240.113d-4 (c))


ITEM 5.02  DEPARTURE OF DIRECTORS OR CERTAIN  OFFICERS;  ELECTION OF  DIRECTORS;
           APPOINTMENT  OF  CERTAIN  OFFICERS;  COMPENSATORY  ARRANGEMENTS  OF
           CERTAIN OFFICERS

Fiscal Year 2009 Bonus Criteria

On November  12, 2008,  the Human  Resources  and  Compensation  Committee  (the
"Committee") of the Registrant's  Board of Directors took the following  actions
with  respect to the  fiscal  year 2009  bonuses to be paid to the  Registrant's
executive  officers  after  the end of the  fiscal  year  2009.  Each  executive
officer's bonus target is equally divided between two plans: (i) the Performance
Compensation  Plan (the  "PCP")  and (ii) the  Incentive  Compensation  Plan For
Executive Officers (the "ICP"):

1.   Under the PCP,  the  Committee  approved  the fiscal  year 2009  evaluation
     criteria for the  determination of the actual PCP bonuses to be paid to the
     executive  officers  after the end of fiscal year 2009.  The Committee will
     evaluate and measure the performance of the executive officers based on the
     achievement of Registrant and individual  objectives,  weighted as follows:
     cash flow from  operations  - 70%;  and  individual  objectives  - 30%. The
     achievement  of the Registrant  objective is measured  utilizing a relevant
     matrix. The target multiplier under the PCP for fiscal 2009 ranges from 0.2
     to 2.0 times the bonus target.

2.   Under the ICP, the  Committee  approved  the fiscal year 2009  earnings per
     share (EPS) matrix, which is the evaluation criterion for the determination
     of the actual ICP bonuses to be paid to the  executive  officers  after the
     end of fiscal  year 2009.  The EPS matrix for fiscal 2009 under the ICP has
     an EPS range from $1.76 to $2.38. The bonus target multiplier under the ICP
     for fiscal 2009 ranges from 0.2 to 2.0 times the bonus target.

Prior to November  12,  2008,  the  Committee  had, for each of the PCP and ICP,
approved  the fiscal year 2009 bonus  targets  for the  executive  officers,  as
follows:  V.L.  Richey - 20% of fiscal year 2009 total cash  compensation;  G.E.
Muenster - 17.5% of fiscal year 2009 total cash  compensation;  and A.S. Barclay
- -15% of fiscal year 2009 total cash compensation.

Actual bonuses to be paid under each of the PCP and the ICP for fiscal year 2009
may vary from their  respective  bonus  targets:  (i) depending on the extent to
which  performance  exceeds  or falls  below the  fiscal  year  2009  evaluation
criteria  described in paragraph 1 above, in the case of the PCP; and (ii) based
upon the  application  of the fiscal  year 2009 ICP  earnings  per share  matrix
described in paragraph 2 above, in the case of the ICP.


                                                               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 17, 2008                 By:    /s/ G.E. Muenster
                                                   G.E. Muenster
                                                   Executive Vice President and
                                                   Chief Financial Officer