WASHINGTON, D.C. 20549

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                                    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, 2007

                             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

[ ] 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 240.113d-4 (c))


Today, February 5, 2007, the Registrant is issuing a press release (Exhibit 99.1
to this report)  announcing  its fiscal year 2007 first  quarter  financial  and
operating results. See Item 7.01, Regulation FD Disclosure below.

                 CHANGE IN FISCAL YEAR

Effective  February 2, 2007,  the Board of Directors of the  Registrant  amended
Section 3.8 Qualifications of Article Three of its Bylaws to read as follows:

          Section 3.8 Qualifications. No person shall be qualified to be elected
          and to hold  office as a Director if such  person is  determined  by a
          majority of the Board of Directors to have acted in a manner  contrary
          to the best interests of the Corporation,  including,  but not limited
          to, the  violation  of either  Federal or State law,  or breach of any
          agreement  between that Director and the  Corporation  relating to his
          services  as a  Director,  employee  or  agent of the  Corporation.  A
          Director need not be a shareholder.

This  amendment  (Exhibit 3.1 to this report)  deleted the first sentence of the
previous Section 3.8, which sentence read as follows:

          A person  shall not be  eligible  for  election  as a  Director  under
          Section 3.1 of this Article Three if such person's 75th birthday shall
          fall on a date  prior to the  commencement  of the term for which such
          person is to be elected or appointed.


Today, the Registrant is issuing a press release announcing its fiscal year 2007
first  quarter  financial  and  operating  results,  and will  conduct a related
Webcast  conference  call at 4:00 p.m.  central  time.  This  press  release  is
furnished  herewith  as  Exhibit  99.1,  and will be posted on the  Registrant's
website located at http://www.escotechnologies.com. It can be viewed through the
"Investor  Relations"  page  of the  website  under  the tab  "Press  Releases,"
although the Registrant  reserves the right to discontinue that  availability at
any time.


The press release furnished herewith as Exhibit 99.1 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 (loss), cash flows, financial position,
comprehensive  income  (loss),  or any other measure as determined in accordance
with GAAP.


(d)  Exhibits

Exhibit No.      Description of Exhibit

        3.1      Amendment to Bylaws effective February 2, 2007

       99.1      Press Release dated February 5, 2007


The  information in this report  furnished  pursuant to Item 2.02 and Item 7.01,
including  Exhibit  99.1,  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 5, 2007                       By:
                                                     G.E. Muenster
                                                     Senior Vice President and
                                                     Chief Financial Officer

                                  EXHIBIT INDEX

Exhibit No.                    Description of Exhibit
-----------                    ----------------------

     3.1                       Amendment to Bylaws effective February 2, 2007

    99.1                       Press Release dated February 5, 2007