8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 22, 2006                    

TransTechnology Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	1-7872	95-4062211
(State or Other Jurisdiction Of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

700 Liberty Ave, Union, New Jersey	07083
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code           (908) 688-2440                    

(Former Name or Former Address, if Changed Since Last Report)

     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:

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

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

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

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

ITEM 5.02. Departure of Directors or Principals Officers; Election of Directors; Appointment of Principal Officers

On February 22, 2006, the Registrant issued a press release announcing that Michael J. Berthelot, its current Chairman and former Chief Executive Officer, has informed the board that he has decided not to stand for re-election to the board at the Registrant’s 2006 shareholders’ meeting. The Registrant also announced that it is the board’s intention that John H. Dalton, who has served as a director since 1999, would become Chairman following the next shareholders’ meeting.

A copy of the press release is attached hereto as Exhibit 99.1.

ITEM 9.01. Financial Statements and Exhibits.

     (c) Exhibits.

Exhibit	Description
99.1	Press Release issued February 22, 2006.

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SIGNATURES

     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.

TRANSTECHNOLOGY CORPORATION
By:	/s/ Joseph F. Spanier
	Joseph F. Spanier, Vice President, Chief
	Financial Officer and Treasurer

Date: February 23, 2006

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EX-99.1

EXHIBIT 99.1

PRESS RELEASE

FOR IMMEDIATE DISTRIBUTION

Contact: Robert L. G. White
President and CEO
Phone: 908/206-3700

TRANSTECHNOLOGY ANNOUNCES PROSPECTIVE CHANGES TO BOARD OF DIRECTORS

Union, New Jersey — February 22, 2006 — TransTechnology Corporation (OTC: TTLG) announced today that Michael J. Berthelot, its current Chairman and former Chief Executive Officer, has informed the board that he has decided not to stand for re-election to the board at the company’s 2006 shareholders’ meeting. The company also announced that it is the board’s intention that John H. Dalton, who has served as a director since 1999, would become Chairman following the next shareholders’ meeting.

Mr. Berthelot, 55, said, “I have enjoyed the fifteen years I have served as a director and officer of TransTechnology. I stepped down as CEO three years ago as part of a planned transition of the board that ultimately awaited the successful completion of an equity offering. That has now been accomplished. We have an excellent board of directors with committed proactive individuals who really care about this company. I am very pleased to be able to leave the company with a solid management team, a distinguished board of directors, and a bright future.”

Mr. Dalton, who served as Secretary of the Navy from 1993-1998, said, “I am excited as I look to the future of TransTechnology as a strong and growing company. Our board has worked through some difficult issues over the past several years, and our smooth succession plan is a key element to our future success.” Mr. Dalton, 64, is currently Chair of the board’s Incentive and Compensation Committee. He is the President of the Housing Policy Council of The Financial Services Roundtable in Washington, D.C.

700 Liberty Avenue • P.O. Box 3300 • Union • New Jersey 07083
Tel. 908.688.2440 • Fax 908.686.7485 • www.transtechnology.com

TransTechnology Corporation
Press Release
February 22, 2006	Page 2 of 2

Robert L. G. White, President and Chief Executive Officer of the Company, said, “We are very excited to be entering a new era for TransTechnology. We appreciate all that Mike has done for our company, and we wish him well in his future endeavors.”

TransTechnology Corporation (http://www.transtechnology.com) operating as Breeze-Eastern (http://www.breeze-eastern.com) is the world’s leading designer and manufacturer of sophisticated lifting devices for military and civilian aircraft, including rescue hoists, cargo hooks, and weapons-lifting systems. The company, which employs approximately 180 people at its facility in Union, New Jersey, reported sales from continuing operations of $64.6 million in the fiscal year ended March 31, 2005.

INFORMATION ABOUT FORWARD-LOOKING STATEMENTS

Certain statements in this press release constitute “forward-looking statements” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Acts”). Any statements contained herein that are not statements of historical fact are deemed to be forward-looking statements.

The forward-looking statements in this press release are based on current beliefs, estimates and assumptions concerning the operations, future results, and prospects of the Company. As actual operations and results may materially differ from those assumed in forward-looking statements, there is no assurance that forward-looking statements will prove to be accurate. Forward-looking statements are subject to the safe harbors created in the Acts.

      Any number of factors could affect future operations and results, including, without limitation competition from other companies; changes in applicable laws, rules and regulations affecting the Company in the locations in which it conducts its business; the availability of equity and/or debt financing in the amounts and on the terms necessary to support the Company’s future business; interest rate trends; the Company’s ability to provide a trading venue for its shares; determination by the Company to dispose of or acquire additional assets; general industry and economic conditions; events impacting the U.S. and world financial markets and economies; and those specific risks that are discussed in the Company’s previously filed Annual Report on Form 10-K for the fiscal year ended March 31, 2005 and the Form 10-Q for the third quarter ended December 25, 2005.

The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information or future events.

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