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 1, 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

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

[ ]  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))


On  February  1, 2006,  ESCO  Technologies  Holding  Inc.  ("ESCO  Holding"),  a
wholly-owned  subsidiary  of  the  Registrant,  entered  into a  Stock  Purchase
Agreement  (the  "Agreement")  with Lawrence  Sears,  Gary L. Moore,  Richard C.
Riccardi, Martin Zucker, Bridge Associates,  LLC, as Trustee of the ADLT Class 7
Liquidating  Trust,  successor  in interest to Advanced  Lighting  Technologies,
Inc., and Strength Capital Partners, L.P. (collectively "Sellers"), being all of
the shareholders of Hexagram, Inc., an Ohio corporation  ("Hexagram"),  pursuant
to which ESCO  Holding  purchased  all of the  outstanding  shares of  Hexagram.
Hexagram is now a  wholly-owned  subsidiary of ESCO Holding.  The closing of the
transaction  contemplated  under the  Agreement  occurred  on  February 1, 2006,
immediately following the execution of the Agreement.

The total  consideration  paid and to be paid by ESCO  Holding  pursuant  to the
Agreement  is  $67,500,000,  subject  to  a  working  capital  adjustment,  plus
contingent  payments based upon the  achievement by Hexagram of annual net sales
targets  over a five (5) year period  commencing  February 1, 2006.  The maximum
aggregate  amount of such  contingent  payments  is  $6,250,000.  The  potential
working  capital  adjustment  is based upon the  working  capital of Hexagram on
February 1, 2006.  $6,500,000 of the cash purchase price was placed in escrow as
security for any claims of ESCO Holding under the Agreement, including indemnity
obligations  of Sellers.  Twelve months after closing,  the amount  remaining in
escrow  in excess  of  $3,250,000  will be  distributed  to the four  individual
Sellers.  Twenty-four months after closing, the balance remaining in escrow will
be so distributed.

Included in the $67,500,000 consideration are commitments by ESCO Holding in the
total amount of $2,500,000 to: (i) make a contribution to a university endowment
fund for engineering studies;  (ii) make contributions to establish a charitable
foundation for scholarship awards for eligible dependents of persons employed by
Hexagram at closing (subject to Internal Revenue Service regulations); and (iii)
cause  Hexagram  to create a cash  retention  plan for  incentive  awards to key
non-executive employees.

In connection with the acquisition, the Registrant guaranteed the performance by
Hexagram of its contract to provide equipment,  software and services to Pacific
Gas and  Electric  Company  ("PG&E")  in support of the gas  utility  portion of
PG&E's Advanced Metering  Infrastructure project. The total anticipated contract
value from commencement  through the five-year full deployment is expected to be
approximately  $225,000,000,  subject to various PG&E and regulatory  approvals,
conditions and contingencies.

Also in  connection  with the  acquisition,  Lawrence  Sears has entered  into a
consulting  agreement with Hexagram.  The other individual  Sellers have entered
into employment agreements with Hexagram whereby such individuals are prohibited
from competing with Hexagram or soliciting its employees during their employment
and for a period of one to two years following  termination of their  respective
agreements.  Additionally,  all of the individual  Sellers are  prohibited  from
competing with Hexagram for a period of four years following the closing.

The foregoing  description  of the  Agreement  does not purport to be a complete
description  of the  Agreement  and is qualified in its entirety by reference to
the text of the Agreement, which is filed as Exhibit 2.1 to this Form 8-K.

A copy of Registrant's  press release,  dated February 2, 2006,  which announced
the Agreement and acquisition of Hexagram is attached hereto as Exhibit 99.1.


The information required by this Item is contained in Item 1.01 herein, which is
incorporated herein by reference.


Today, February 2, 2006, the Registrant is issuing a press release (Exhibit 99.2
to this report) announcing its fiscal 2006 first quarter financial and operating
results. See Item 7.01, Regulation FD Disclosure below.


On February 1, 2006, in connection  with the acquisition of all of the shares of
Hexagram,  as  described in Item 1.01 herein,  Registrant  partially  funded the
acquisition by borrowing  $47,000,000 under Registrant's  Credit Agreement dated
as of October 6, 2004 among  Registrant,  Wells Fargo Bank,  N.A., as agent, and
the lenders listed  therein.  The Credit  Agreement is a $100 million  revolving
credit  facility  having a final maturity and expiration of October 6, 2009. The
acquisition  borrowing  is a  revolving  credit  loan  subject to a  LIBOR-based
interest rate,  payable quarterly in arrears.  There is no security for the loan
other than the corporate guarantees of Registrant's subsidiaries. Registrant has
certain rights of  pre-payment,  and payment is subject to  acceleration  in the
event of default under the Credit Agreement.  In connection with the acquisition
borrowing, the parties to the Credit Agreement entered into a Consent And Waiver
To Credit Agreement (Exhibit 4.1 to this Form 8-K) wherein the lenders consented
to the Hexagram acquisition and waived certain limitations on acquisitions which
otherwise may have applied to the Hexagram  acquisition  and/or its  combination
with ESCO Holding's previous acquisition of Nexus Energy Software, Inc.



The press release furnished herewith as Exhibit 99.2 contains financial measures
and  financial  terms not  calculated  in  accordance  with  generally  accepted
accounting  principles  in the  United  States of America  ("GAAP")  in order to
provide  investors and management  with an alternative  method for assessing the
Registrant's operating results in a manner that is focused on the performance of
the Registrant's  ongoing  operations.  The Registrant has provided  definitions
below  for the  non-GAAP  financial  measures  utilized  in the  press  release,
together with an  explanation  of why management  uses these  measures,  and why
management  believes  that  these  non-GAAP  financial  measures  are  useful to
investors.  The press release uses the non-GAAP financial measures of "EBIT" and
"EBIT margin".

The  Registrant  defines  "EBIT" as  earnings  before  interest  and taxes.  The
Registrant  defines  "EBIT  margin"  as  EBIT as a  percent  of net  sales.  The
Registrant's  management  evaluates the  performance  of its operating  segments
based on EBIT and EBIT margin, and believes that EBIT and EBIT margin are useful
to investors to demonstrate the operational  profitability  of the  Registrant's
business segments by excluding interest and taxes, which are generally accounted
for across the entire  Registrant on a consolidated  basis.  EBIT is also one of
the measures used by management in determining  resource  allocations within the
Registrant and incentive compensation.

The  presentation of the  information  described above is intended to supplement
investors'   understanding  of  the  Registrant's  operating  performance.   The
Registrant's  non-GAAP  financial  measures  may  not  be  comparable  to  other
companies' non-GAAP financial performance measures.  Furthermore, these measures
are not  intended  to replace net  earnings,  cash  flows,  financial  position,
comprehensive  income  (loss),  or any other measure as determined in accordance
with GAAP.


(a)  Financial statements of businesses acquired.

The financial  statements required by this Item, with respect to the acquisition
described  in  Item  1.01  herein,  will  be  filed  by  amendment  as  soon  as
practicable,  and in any event not  later  than 71 days  after the date on which
this Form 8-K is required to be filed.

(c)  Exhibits

Exhibit No.       Description of Exhibit

    2.1           Stock Purchase Agreement dated February 1, 2006*

    4.1           Consent and Waiver to Credit Agreement dated as of
                  January 20, 2006

    99.1          Acquisition press release dated February 2, 2006

    99.2          First Quarter results press release dated February 2, 2006

*The Registrant agrees to furnish  supplementally a copy of any omitted schedule
to the Commission upon request.


The information  contained in Item 2.02 of this report,  including Exhibit 99.2,
shall not be deemed to be "filed" for  purposes of Section 18 of the  Securities
Exchange Act of 1934 as amended  ("Exchange  Act") or  otherwise  subject to the
liabilities of that section,  unless the Registrant incorporates it by reference
into a filing under the Securities Act of 1933 as amended or the Exchange Act.


     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 2, 2006                 By:  /s/ G.E. Muenster
                                              G.E. Muenster
                                              Senior Vice President and
                                              Chief Financial Officer

                                  EXHIBIT INDEX

    2.1           Stock Purchase Agreement dated February 1, 2006

    4.1           Consent and Waiver to Credit Agreement dated as of
                  January 20, 2006

    99.1          Acquisition press release dated February 2, 2006

    99.2          First Quarter results press release dated February 2, 2006