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 6, 2007

                             ESCO TECHNOLOGIES INC.
             (Exact name of registrant as specified in its charter)

         Missouri                       1-10596                43-1554045
(State or other jurisdiction     (Commission File Number)     (IRS Employer
    of incorporation)                                      Identification No.)

    9900A Clayton Road
     St. Louis, MO                                                  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 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

     As of November 6, 2007, the Registrant and ESCO Technologies Holding, Inc.,
a wholly-owned  subsidiary of the Registrant  ("ESCO  Holding"),  entered into a
Stock  Purchase and Sale  Agreement  (the  "Agreement")  with Doble  Engineering
Company ("Doble") and each of Doble's stockholders (the "Selling  Stockholders")
pursuant to which ESCO Holding agreed to purchase Doble (the "Transaction").  In
connection with the Transaction,  Doble entered into a new employment  agreement
with Robert A. Smith,  Doble's chief executive officer.  Doble offers diagnostic
instruments, services, and a library of statistically significant apparatus test
results for the electric  utility  industry and industrial power users worldwide
(the "Business").

     The  Transaction  is  structured  as a sale of all issued  and  outstanding
capital stock of Doble.  The total  consideration  to be paid by ESCO Holding to
Selling  Stockholders  is  $319,000,000  (the "Cash  Amount"),   net  of  Doble
indebtedness and Transaction expenses, and subject to adjustment for certain tax
benefits realized by the Registrant or Doble post closing and for changes in net
working  capital (the "Cash  Consideration").  ESCO Holding plans to finance the
Transaction  with existing cash and  borrowings  under a new credit  facility it
intends  to  enter  into  with a group  led by  National  City  Bank,  N.A.  The
Registrant  has agreed to guarantee  the  obligations  of ESCO Holding under the

     A portion of the Cash  Consideration  will be placed into escrow to pay (i)
amounts  due  pursuant  to  the  indemnification   obligations  of  the  Selling
Stockholders  up to the Maximum (as defined  below) and (ii)  certain  change of
control  payments  payable in  connection  with the  Transaction.  Additionally,
$500,000 of the Cash Consideration will be used as a fund for the payment of the
fees and expenses incurred by the Selling Stockholders' representative.

Representations and Warranties

     The Agreement provides for typical representations and warranties among the
parties that must be accurate on both the  execution  date and the closing date.
The representations  and warranties  generally survive for fourteen months after
closing,  subject to certain exceptions for  representations and warranties with
longer survival periods,  including those relating to (i) tax matters,  employee
benefits,  foreign  operations  and export  control,  intellectual  property and
environmental  matters,  which survive for twenty-four months after closing, and
(ii) Doble's  authorization,  capitalization  and brokers' fees, and the Selling
Stockholders'  ownership of Doble shares and authority,  which survive until the
expiration of the statute of limitations applicable to claims thereunder.

Pre-Closing Covenants

     Prior to the closing,  Doble, the Selling Stockholders and ESCO Holding are
required to comply with certain pre-closing covenants, which include:

o    for Doble to operate the Business in the ordinary course;

o    for Doble to provide ESCO Holding access to the Business and its employees;

o    for the  parties  to make any  filings  necessary  or  advisable  under any
     antitrust or competition laws;

o    for the parties to maintain the confidentiality of certain information;

o    for the parties to give all notices and to obtain all permits and  consents
     as may be required or appropriate in connection with the Transaction;

o    for Doble to terminate  discussions  with all third  parties  regarding the
     potential sale of the Business and refrain from  soliciting or facilitating
     any competing proposal to acquire the Business;

o    for Doble to continue to indemnify  Doble's  officers and directors for six
     years from the closing to the extent provided in Doble's current bylaws and
     to obtain  certain  levels of insurance  coverage for Doble's  officers and
     directors; and

o    for each Selling  Stockholder to release each other Stockholder,  Doble and
     certain other parties for any occurrence prior to and including the date of
     the Agreement.

Closing Conditions

     The  obligation  of each of ESCO  Holding and the Selling  Stockholders  to
consummate  the  Transaction  is  subject  to  a  number  of  customary  closing
conditions.  These include that the  representations and warranties are true and
correct in all material respects,  that the covenants have been performed,  that
no  litigation  threatens  the  Transaction  and that the waiting  periods under
applicable  antitrust laws have expired. In addition,  ESCO Holding's obligation
to  consummate   the   Transaction  is  subject  to  there  being  no  facts  or
circumstances that have had, or would reasonably be expected to have, a material
adverse  effect on the  financial  condition  or business  of Doble,  and to the
receipt of certain title insurance coverage for real property owned by Doble.


     The Selling Stockholders have agreed to severally, in accordance with their
ownership  percentage  of  Doble,   indemnify  ESCO  Holding,  Doble  and  their
respective officers and directors (together,  "Indemnified Parties") for damages
arising  out of  certain  claims,  including  breaches  of  representations  and
warranties or covenants.  The Selling Stockholders'  obligation to indemnify the
Indemnified  Parties for breaches of  representations  and warranties  shall not
arise until all losses claimed by the Indemnified Parties exceed $1,500,000 (the
"Deductible  Amount"),  and then will only  apply to the amount in excess of the
Deductible  Amount up to the maximum amount of  $22,500,000  held in escrow (the
"Maximum").  Fourteen months after the closing, $12,500,000 of the Maximum shall
be paid to the Selling Stockholders out of the escrow,  subject to reduction for
amounts  previously paid to Indemnified  Parties,  outstanding  claims and other
deductions.   The  remainder  of  the  Maximum  will  be  paid  to  the  Selling
Stockholders out of the escrow twenty-four months after the closing,  subject to
reduction for outstanding claims and other deductions.

     Losses for certain claims of the Indemnified Parties are not subject to the
Deductible  Amount or the Maximum,  including losses incurred by the Indemnified
Parties  relating to breaches of the  covenants or fraud by Doble or the Selling


      The Agreement is subject to termination:

o    upon the written consent of the parties;

o    by any  party  if (i) a  government  authority  enacts a  statute,  rule or
     regulation  or  a  court  issues  a  judgment  or  order   precluding   the
     consummation  of  the  Transaction,  (ii)  the  Transaction  has  not  been
     consummated  by January 6, 2007,  or (iii) the uncured  breach by the other
     party of a representation,  warranty or covenant would result in any of the
     conditions to closing not being satisfied; or

o    by the Selling  Stockholders  if ESCO  Holding  lacks  sufficient  funds to
     consummate the Transaction.  In certain  circumstances,  one of the parties
     may be required to pay a fee of $10.0 million upon termination.

     The foregoing  description of the Agreement does not purport to be complete
and is  qualified  in its  entirety by  reference  to the  complete  text of the
Agreement,  which is attached hereto as Exhibit 2.1 and  incorporated  herein by

Cautionary Statements

The Agreement has been included to provide investors with information  regarding
its terms.  Except for its status as the contractual  document that  establishes
and governs the legal  relations  among the parties  thereto with respect to the
Transaction,  the Agreement is not intended to be a source of factual,  business
or operational information about the parties.

The  representations,  warranties and covenants  contained in the Agreement were
made only for purposes of the  Agreement and as of specific  dates,  were solely
for  the  benefit  of the  parties  to the  Agreement,  and  may be  subject  to
limitations  agreed by the  contracting  parties,  including  being qualified by
disclosures  exchanged among the parties in connection with the execution of the
Agreement.  The  representations  and  warranties  may  have  been  made for the
purposes  of  allocating  contractual  risk among the  parties to the  Agreement
instead of establishing  these matters as facts, and may be subject to standards
of  materiality  applicable  to the  contracting  parties that differ from those
applicable to investors.  Investors are not third-party  beneficiaries under the
Agreement, and should not rely on the representations,  warranties and covenants
or any descriptions thereof as characterizations of the actual state of facts or
condition of the Registrant or any of its subsidiaries.

Item 9.01 Financial Statements and Exhibits

d)  Exhibits.

Number            Description of Exhibit

2.1* Stock  Purchase and Sale  Agreement,  dated as of November 6, 2007,  by and
     among ESCO  Technologies  Holding,  Inc.,  ESCO  Technologies  Inc.,  Doble
     Engineering Company and the Stockholders of Doble Engineering Company.

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


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.
Date: November 8, 2007
                                                     By: /s/ G.E. Muenster

                                                            G.E. Muenster

                                                     Senior Vice President and
                                                     Chief Financial Officer

                                                   EXHIBIT INDEX

Number            Description of Exhibit

2.1  Stock  Purchase and Sale  Agreement,  dated as of November 6, 2007,  by and
     among ESCO  Technologies  Holding,  Inc.,  ESCO  Technologies  Inc.,  Doble
     Engineering Company and the Stockholders of Doble Engineering Company.