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): August 7, 2008

                             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,  August 7, 2008,  the  Registrant is issuing a press  release  (furnished
herewith as Exhibit 99.1 to this report)  announcing  its fiscal year 2008 third
quarter financial and operating results. See Item 7.01, Regulation FD Disclosure


Today,  the Registrant is issuing a press release  (Exhibit 99.1) announcing its
fiscal year 2008 third quarter financial and operating  results.  The Registrant
will conduct a related Webcast  conference call today at 4:00 p.m. central time.
This  press  release  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",
"EBIT margin" and expected 2008 "EPS-Adjusted Basis".

The  Registrant  defines  "EBIT" as  earnings  before  interest  and taxes  from
continuing operations. 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 press  release  refers to expected  2008  "EPS-Adjusted  Basis" and EPS from
continuing  operations adjusted for "intangible asset amortization and inventory
step-up" exclusive of pre-tax  intangible asset amortization  expense related to
TWACS  NG  software,  purchase  accounting  intangible  assets  related  to the
Registrant's acquisitions within the past three years and the expense related to
the purchase  accounting  step-up of Doble Engineering  Company  inventory.  The
Registrant believes that the presentation of these operational measures provides
important supplemental information to investors regarding financial and business
trends  relating  to  the  Registrant's   financial  condition  and  results  of
operations.  The Registrant's management believes that these measures provide an
alternative  method for assessing the Registrant's  expected future  performance
that is useful because they facilitate  comparisons  with other companies in the
Utility  Solutions Group segment  industry,  many of which use similar  non-GAAP
financial  measures to supplement  their GAAP results.  The Registrant  provides
this information to investors to enable them to perform  additional  analyses of
present  and future  operating  performance,  compare  the  Registrant  to other
companies, and evaluate the Registrant's ongoing financial operations.

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

99.1              Press Release dated August 7, 2008


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:     August 7, 2008                          By:    /s/ G.E. Muenster
                                                   G.E. Muenster
                                                   Executive Vice President and
                                                   Chief Financial Officer

                                  EXHIBIT INDEX

Exhibit No.                Description of Exhibit

    99.1                   Press Release dated August 7, 2008