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): December 31, 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 (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 240.113d-4 (c))


     The Registrant  entered into  employment  agreements  effective on or about
November 1, 1999 with executive  officers V.L.  Richey,  Jr., G.E.  Muenster and
A.S. Barclay.  These employment agreements were amended to extend until November
2,  2004,  and were  further  amended on May 5, 2004 to  provide  for  automatic
renewal  after  November 2, 2004 for  subsequent  one year periods  unless a six
month notice of non-renewal is given by the Registrant or the executive.

     The employment  agreements provide for a base salary of not less than their
fiscal year 1999 base salary,  as increased in accordance with the  Registrant's
compensation  policy, and an annual bonus. These executives are also entitled to
participate in any stock options,  restricted stock or performance shares awards
and other  compensation as the  Registrant's  Human  Resources and  Compensation
Committee shall determine. They are also entitled to participate in all employee
benefit  programs of the  Registrant  applicable to senior  executives,  and the
Registrant will continue to provide  certain  perquisites,  including  financial
planning, an automobile allowance and club memberships.

     The  Registrant  has the right to terminate the employment of the executive
officers at any time upon thirty  days  notice for cause or without  cause,  and
these  executives  have the right to resign at any time upon thirty days notice.
Cause is defined in the agreements as an executive's  willful failure to perform
his duties,  disability or incapacity  extending  for nine  consecutive  months,
willful misconduct,  conviction of a felony, breach of any material provision of
the employment  agreement,  or a  determination  by the Board that the executive
committed fraud, embezzlement, theft or misappropriation against the Registrant.
If an  executive's  employment is terminated  by the  Registrant  other than for
cause, or if an executive terminates his employment following certain actions by
the  Registrant,  such as  failing  to  comply  with the  agreement,  materially
reducing  the  executive's   responsibilities  or  requiring  the  executive  to
relocate,  the  executive  will be  entitled  to  receive  certain  compensation
benefits.  In the case of such a  termination,  Mr.  Richey will receive for two
years,  and Mr.  Muenster and Ms.  Barclay  will  receive for one year:  (i) the
continuation of their then-current base salary and bonus (bonus calculated using
the  annual  percentage  of base  salary  for the  last  fiscal  year  prior  to
termination),  (ii) immediate vesting of outstanding stock options and immediate
vesting  and payout of earned  performance-accelerated  restricted  shares,  and
(iii) continuation  of employee  benefits and perquisites for the period of base
salary  continuation.  If an executive's  employment is terminated in connection
with a Change of Control  (as  defined),  the  executive  will not  receive  the
foregoing  benefits,  and will receive  instead the benefits  payable  under the
Registrant's Severance Plan.

     The  employment   agreements   prohibit  the  executives   from  disclosing
confidential  information or trade secrets concerning the Registrant,  and for a
specific period from soliciting  employees of the Registrant and from soliciting
customers or distributors of the Registrant.

     Effective December 31, 2007, the employment agreements were amended so that
the amounts  payable upon  termination  of employment  (other than in connection
with a change of control of the Registrant) would not be subject to Section 409A
of the Internal Revenue Code of 1986, as amended.  These amendments included the
following provisions:

     (a)  The  executive  may elect to  receive  his/her  base  salary and bonus
          termination  amounts (i) in lump sums payable March 15 of the calendar
          year following the calendar year in which termination  occurs, or (ii)
          in equal biweekly installments commencing after termination,  provided
          that  any  remaining  installments  shall  be paid in a lump sum 2 1/2
          months  following  the end of the calendar  year or fiscal year of the
          Registrant  in which  termination  occurs  (whichever  is later);

     (b)  Executive  outplacement  assistance shall not extend past the last day
          of the  executive's  second taxable year following the taxable year in
          which termination occurs; and

     (c)  The "Good Reason" definition  relative to the executive's  termination
          on that basis was modified to require that the executive  give notice,
          allow for a cure period for the  Registrant,  and that the termination
          occur within two years of the triggering event.


(d)      Exhibits

Exhibit No.       Description of Exhibit

     10.1        Third Amendment to Employment  Agreement dated as of
                 December 31, 2007 between the Registrant and
                 Victor L. Richey, Jr.*

*Identical  Amendments  To  Employment  Agreements  between the  Registrant  and
executive  officers  A.S.  Barclay  and  G.E.  Muenster,  except  that  (i)  the
termination  amounts payable under Paragraph 9.a(1) are equal to base salary for
12 months, and (ii) under Paragraph  9.a(1)(B),  such termination amounts may be
paid in biweekly installments equal to 1/26th of such amounts.


     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:     January 7, 2008                           By:  /s/T.B. Martin
                                                          T.B. Martin
                                                          Assistant Secretary

                                  EXHIBIT INDEX

Exhibit No.       Description of Exhibit

   10.1           Third Amendment to Employment Agreement dated as of
                  December 31, 2007 between the Registrant and
                  Victor L. Richey, Jr.