<PAGE>   1
  As filed with the Securities and Exchange Commission on December 17, 1999
                                                    Registration No. 333-





                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                      -----------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                          ESCO ELECTRONICS CORPORATION
              ---------------------------------------------------
             (Exact Name of registrant as specified in its charter)


        MISSOURI                                                  43-1554045
------------------------                                    --------------------
(State of incorporation)                                      (I.R.S. Employer
                                                             Identification No.)



                           8888 Ladue Road, Suite 200
                              St. Louis, MO  63124
             -----------------------------------------------------
             (Address of registrant's principal executive offices)


              ESCO ELECTRONICS CORPORATION 1999 STOCK OPTION PLAN
                            (Full title of the Plan)

                            Alyson S. Barclay, Esq.
                 Vice President, Secretary and General Counsel
                          ESCO Electronics Corporation
                           8888 Ladue Road, Suite 200
                              St. Louis, MO  63124
                                 (314) 213-7200
                 ---------------------------------------------
                     (Name, address, and telephone number,
                   including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

 Title of                                         Proposed             Proposed              Amount
Securities                          Amount         maximum              Maximum                of
  to be                              to be      offering price         Aggregate          registration
registered                        registered     per share (1)     offering price (1)       fee (1)

--------------------------------------------------------------------------------------------------------
<S>                                <C>           <C>                <C>                     <C>
Common Stock and                   434,015       $  10.7813          $ 4,679,246            $ 1,235
Preferred Stock                    175,985          10.90625           1,919,336                507
Purchase Rights (2)                -------                                                  -------
                      Total Shares 610,000 (3)                                     Total Fee $1,742
--------------------------------------------------------------------------------------------------------
</TABLE>

(1)    Computed pursuant to Rule 457(h) and (c) solely for the purpose of
       determining the registration fee.  Proposed maximum offering price
       represents the exercise price per share of stock options already granted
       and the average of the high and low market prices of Registrant's Common
       Stock, par value $.01 per share ("Common Stock"), on December 13, 1999,
       as reported on the New York Stock Exchange, with respect to securities
       for which options have not been granted.

(2)    Preferred Stock Purchase Rights are attached to and trade with the
       Common Stock.  Value attributable to such Preferred Stock Purchase
       Rights, if any, is reflected in the market price of the Common Stock.

(3)    This Registration Statement also covers such additional shares of Common
       Stock as may be issuable pursuant to antidilution provisions.

<PAGE>   2
                                     PART I
                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS


Item 1.       Plan Information.

              Information required by Part I of Form S-8 to be contained in the
Section  10(a) prospectus is omitted from this registration statement in
accordance with  Rule 428 under the Securities Act of 1933, as amended
("Securities Act"), and the Note to Part I of Form S-8.


Item 2.       Registrant Information and Employee Plan Annual
              Information.

              Information required by Part I of Form S-8 to be contained in the
Section  10(a) prospectus is omitted from this registration statement in
accordance with  Rule 428 under the Securities Act and the Note to Part I of
Form S-8.

<PAGE>   3



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

                  The following documents filed by ESCO Electronics Corporation
(the "Company") with the Securities and Exchange Commission (File No. 1-10596)
are incorporated by reference into this Registration Statement:

                           (1) The Company's Annual Report on Form 10-K for the
                  fiscal year ended September 30, 1998, as amended on Form
                  10-K/A, filed pursuant to Section 13(a) of the Securities
                  Exchange Act of 1934 (the "1934 Act").

                           (2) The Company's Quarterly Report on Form 10-Q for
                  the fiscal quarters ended December 31, 1998, March 31, 1999
                  and June 30, 1999, filed pursuant to Section 13(a) of the 1934
                  Act.

                           (3) The Company's Current Report on Form 8-K dated
                  October 13, 1999, filed pursuant to Section 13 of the 1934
                  Act.

                           (4) The description of the Company's Common Stock
                  contained in the Company's Registration Statement on Form 10
                  filed under the 1934 Act, as amended under cover of Form 8
                  filed on September 27, 1990.

                           (5) The description of the Company's Preferred Stock
                  Purchase Rights contained in the Company's Registration
                  Statement on Form 10 filed under the 1934 Act, as amended
                  under cover of Form 8 filed on September 27, 1990.

                  All documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing thereof. Any statement

                                      II-I

<PAGE>   4

contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.

Item 4.           Description of Securities.

                  Not Applicable

Item 5.           Interests of Named Experts and Counsel.

                  None.

Item 6.           Indemnification of Directors and Officers.

                  The Company is a Missouri corporation. Section 351.355(1) of
the Revised Statutes of Missouri provides that a corporation may indemnify an
officer, director, employee or agent of the corporation in any action, suit or
proceeding (other than an action by or in the right of the corporation) against
expenses (including attorneys' fees), judgments, fines and settlement amounts
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation and, with respect
to any criminal action, had no reasonable cause to believe his conduct was
unlawful. Section 351.355(2) provides that the corporation may indemnify any
such person in any action or suit by or in the right of the corporation against
expenses (including attorneys' fees) and settlement amounts actually and
reasonably incurred by him in connection with the defense or settlement of the
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, except that no
such person may be indemnified in respect of any matter in which he has been
adjudged liable for negligence or misconduct in the performance of his duty to
the corporation, unless authorized by the court. Section 351.355(3) provides
that the corporation shall indemnify any such person against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection with the
action, suit or proceeding if he has been successful in defense of such action,

                                      II-2

<PAGE>   5



suit or proceeding and if such action, suit or proceeding is one for which the
corporation may indemnify him under Section 351.355(1) or (2). Section
351.355(7) provides that the corporation shall have the power to give any
further indemnity to any such person, in addition to the indemnity otherwise
authorized under Section 351.355, provided such further indemnity is authorized,
directed or provided for in (i) the articles of incorporation of the
corporation, (ii) any duly adopted amendment thereof or (iii) any bylaw or
agreement of the corporation which has been adopted by the shareholders of the
corporation, provided that no such indemnity may indemnify any person from or on
account of such person's conduct which was finally adjudged to have been
knowingly fraudulent, deliberately dishonest or willful misconduct.

                  The Company's Articles of Incorporation (the "Articles")
contain provisions indemnifying the Company's directors and officers (other than
a director or officer suing on his own behalf or in the right of the Company) to
the full extent permitted by law. The Articles provide that the Company will
indemnify its directors and officers against all expenses (including attorneys'
fees), judgments, fines and settlement amounts actually and reasonably incurred
by them in any action, suit or proceeding, including any action by or on behalf
of the Company, on account of their services as a director or officer of the
Company, or their services as a director, officer, employee, member or agent of
another corporation, partnership, joint venture, trust, trade or industry
association or other enterprise when they are serving in such capacities at the
request of the Company, excepting only cases where the conduct of such person is
finally adjudged to be knowingly fraudulent, deliberately dishonest or willful
misconduct. The Articles further provide that the Company shall pay or advance
defense expenses to any director or officer of the Company upon receipt of an
undertaking from such director or officer to repay those expenses if it is
ultimately determined that he is not entitled to be indemnified. The Articles
further provide that the Company may indemnify employees and agents of the
Company to the same extent as provided in the previous sentence or to such
lesser extent as the Company in its discretion may deem appropriate.

                  The Articles also authorize the Company to enter into
indemnification agreements with any director, officer, employee

                                      II-3

<PAGE>   6

or agent of the Company providing for indemnification rights to the maximum
extent permitted by law. The Company has entered into an indemnification
agreement with each member of its board of directors. Each indemnification
agreement was approved separately by all members of the Board of Directors
(other than the director being indemnified under the agreement) at meetings of
the Board of Directors. In each agreement, the Company agreed to indemnify the
director and hold him harmless to the full extent authorized or permitted by the
General and Business Corporation Law of Missouri, or by any amendment thereof,
or by any other statutory provision authorizing or permitting such
indemnification which may be adopted, and specifically against any and all
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the director in connection with
certain threatened, pending or completed actions, suits or proceedings, to which
the director is, was or becomes a party. Indemnification will not be provided
under certain circumstances set forth in the indemnification agreements.

                  The directors and officers of the Company are covered by an
insurance policy which indemnifies them against certain civil liabilities
including, under certain circumstances, liabilities under the federal securities
laws which might be incurred by them in such capacity.

Item 7.           Exemption from Registration Claimed.

                  Not applicable.


                                      II-4


<PAGE>   7
Item 8.           Exhibits.

<TABLE>
<CAPTION>
                                                                                Filed Herewith
Exhibit                                                                        or Incorporated
Number                                Description                                by Reference
------                                -----------                                ------------
<S>                <C>                                                    <C>
4a.                Restated Articles of Incorporation of ESCO              Incorporated by reference to
                   Electronics  Corporation                                Registration Statement on Form
                                                                           10, as amended on Form 8, filed
                                                                           September 27, 1990, Exhibit 3.1

4b.                Bylaws of ESCO Electronics Corporation, as amended      Incorporated by reference to Form 10-K
                                                                           for fiscal year ended September 30,
                                                                           1991, Exhibit 3(b)

4c.                Rights Agreement dated as of September 24, 1990         Incorporated by reference to
                   between ESCO Electronics Corporation and Boatmen's      Registration Statement on Form 10, as
                   Trust Company, as Rights Agent                          amended on Form 8, filed on
                                                                           September 27, 1990, Exhibit 4.2

4d.                1999 Stock Option Plan

4e.                Form of Non-Qualified Stock Option Agreement

4f.                Form of Non-Qualified Stock Option
                   Agreement-Alternative

4g.                Form of Incentive Stock Option
                   Agreement

4h.                Form of Incentive Stock Option
                   Agreement-Alternative

5.                 Opinion of Counsel

23a.               Consent of Counsel(included in Exhibit 5)

23b.               Consent of KPMG LLP
</TABLE>


                                 II-5

<PAGE>   8

24.               Power of Attorney (included on Page II-8)

Item 9.           Undertakings.

                  (a)      The undersigned registrant hereby undertakes:

                           (1) To file, during any period in which offers or
                  sales are being made, a post-effective amendment to this
                  registration statement:

                            (i) To include any prospectus required by
                           Section 10(a)(3) of the Securities Act of 1933;

                            (ii) To reflect in the prospectus any facts or
                           events arising after the effective date of the
                           registration statement (or the most recent
                           post-effective amendment thereof) which, individually
                           or in the aggregate, represent a fundamental change
                           in the information set forth in the registration
                           statement. Notwithstanding the foregoing, any
                           increase or decrease in volume of securities offered
                           (if the total dollar value of securities offered
                           would not exceed that which was registered) and any
                           deviation from the low or high end of the estimated
                           maximum offering range may be reflected in the form
                           of prospectus filed with the Commission pursuant to
                           Rule 424(b) if, in the aggregate, the changes in
                           volume and price represent no more than a 20 percent
                           change in the maximum aggregate offering price set
                           forth in the "Calculation of Registration Fee" table
                           in the effective registration statement.

                           (iii) To include any material information with
                           respect to the plan of distribution not previously
                           disclosed in the registration statement or any
                           material change to such information in the
                           registration statement;

                           (2) That, for the purpose of determining any
                  liability under the Securities Act of 1933, each such



                                      II-6

<PAGE>   9

                  post-effective amendment shall be deemed to be a new
                  registration statement relating to the securities offered
                  therein, and the offering of such securities at that time
                  shall be deemed to be the initial bona fide offering thereof.

                      (3) To remove from registration by means of a
                  post-effective amendment any of the securities being
                  registered which remain unsold at the termination of the
                  offering.

                  (b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  (c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions or
otherwise the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                      II-7

<PAGE>   10

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the County of St. Louis, State of Missouri, on November 11,
1999.


                                         ESCO ELECTRONICS CORPORATION


                                         By:   /s/ C.J. Kretschmer
                                               ---------------------------------
                                               C.J. Kretschmer, Vice
                                               President and Chief
                                               Financial Officer (Principal
                                               Accounting Officer)


                                POWER OF ATTORNEY

                  KNOW ALL MEN BY THESE PRESENTS that each individual whose
signature appears below constitutes and appoints C.J. Kretschmer, A.S. Barclay
and T.B. Martin, and each of them, his true and lawful attorneys-in-fact and
agents with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement and any other
documents and instruments incidental thereto, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, thereby ratifying
and confirming all that said attorneys-in-fact and agents and/or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

                                      II-8

<PAGE>   11


                  Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>


             Signature                               Title                              Date
             ---------                               -----                              ----

<S>                                    <C>                                            <C>
(s)D.J. Moore                          Chairman, President, Chief                     November 11, 1999
----------------------------           Executive Officer and
   D. J. Moore                         Director


(s)C.J. Kretschmer                     Vice President and                             November 11, 1999
----------------------------           Chief Financial Officer
   C.J. Kretschmer                     (Principal Accounting
                                       Officer)


(s)W.S. Antle III                      Director                                       November 11, 1999
----------------------------
   W.S. Antle III


(s)J.J. Carey                          Director                                       November 11, 1999
----------------------------
   J.J. Carey


(s)J.M. McConnell                      Director                                       November 11, 1999
----------------------------
   J.M. McConnell


(s)L.W. Solley                         Director                                       November 11, 1999
----------------------------
   L.W. Solley


(s)J.M. Stolze                         Director                                       November 11, 1999
----------------------------
   J.M. Stolze


(s)D.C. Trauscht                       Director                                       November 11, 1999
----------------------------
   D.C. Trauscht
</TABLE>

                                      II-9


<PAGE>   12


                                INDEX TO EXHIBITS
Exhibits are listed by number corresponding to the Exhibit Table of Item 601 in
Regulation S-K.

EXHIBIT NO.                             EXHIBIT
-----------                             -------
  4d.                  1999 Stock Option Plan

  4e.                  Form of Non-Qualified Stock Option Agreement

  4f.                  Form of Non-Qualified Stock Option Agreement-Alternative

  4g.                  Form of Incentive Stock Option Agreement

  4h.                  Form of Incentive Stock Option Agreement-Alternative

  5.                   Opinion of Counsel

 23a.                  Consent of Counsel (included in Exhibit 5)

 23b.                  Consent of KPMG LLP

 24.                   Power of Attorney (included on Page II-8)

See Item 8 for a list of exhibits incorporated by reference.

                                     II-10
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 25652}]
{"company-data": {"conformed-name": "ESCO ELECTRONICS CORP", "cik": "0000866706", "assigned-sic": "3812", "irs-number": "431554045", "state-of-incorporation": "MO", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92945", "film-number": "99776276"}, "business-address": {"street1": "8888 LADUE RD", "street2": "SUITE 200", "city": "ST LOUIS", "state": "MO", "zip": "63124", "phone": "3142137200"}}
1
  As filed with the Securities and Exchange Commission on December 17, 1999
                                                    Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                      -----------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                          ESCO ELECTRONICS CORPORATION
              ---------------------------------------------------
             (Exact Name of registrant as specified in its charter)

        MISSOURI                                                  43-1554045
------------------------                                    --------------------
(State of incorporation)                                      (I.R.S. Employer
                                                             Identification No.)

                           8888 Ladue Road, Suite 200
                              St. Louis, MO  63124
             -----------------------------------------------------
             (Address of registrant's principal executive offices)

              ESCO ELECTRONICS CORPORATION 1999 STOCK OPTION PLAN
                            (Full title of the Plan)

                            Alyson S. Barclay, Esq.
                 Vice President, Secretary and General Counsel
                          ESCO Electronics Corporation
                           8888 Ladue Road, Suite 200
                              St. Louis, MO  63124
                                 (314) 213-7200
                 ---------------------------------------------
                     (Name, address, and telephone number,
                   including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
Title of                                         Proposed             Proposed              Amount
Securities                          Amount         maximum              Maximum                of
  to be                              to be      offering price         Aggregate          registration
registered                        registered     per share (1)     offering price (1)       fee (1)

--------------------------------------------------------------------------------------------------------
Common Stock and                   434,015       $  10.7813          $ 4,679,246            $ 1,235
Preferred Stock                    175,985          10.90625           1,919,336                507
Purchase Rights (2)                -------                                                  -------
                      Total Shares 610,000 (3)                                     Total Fee $1,742
--------------------------------------------------------------------------------------------------------
(1)    Computed pursuant to Rule 457(h) and (c) solely for the purpose of
       determining the registration fee.  Proposed maximum offering price
       represents the exercise price per share of stock options already granted
       and the average of the high and low market prices of Registrant's Common
       Stock, par value $.01 per share ("Common Stock"), on December 13, 1999,
       as reported on the New York Stock Exchange, with respect to securities
       for which options have not been granted.

(2)    Preferred Stock Purchase Rights are attached to and trade with the
       Common Stock.  Value attributable to such Preferred Stock Purchase
       Rights, if any, is reflected in the market price of the Common Stock.

(3)    This Registration Statement also covers such additional shares of Common
       Stock as may be issuable pursuant to antidilution provisions.
2
                                     PART I
                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

Item 1.       Plan Information.

              Information required by Part I of Form S-8 to be contained in the
Section  10(a) prospectus is omitted from this registration statement in
accordance with  Rule 428 under the Securities Act of 1933, as amended
("Securities Act"), and the Note to Part I of Form S-8.

Item 2.       Registrant Information and Employee Plan Annual
              Information.

              Information required by Part I of Form S-8 to be contained in the
Section  10(a) prospectus is omitted from this registration statement in
accordance with  Rule 428 under the Securities Act and the Note to Part I of
Form S-8.
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

                  The following documents filed by ESCO Electronics Corporation
(the "Company") with the Securities and Exchange Commission (File No. 1-10596)
are incorporated by reference into this Registration Statement:

                           (1) The Company's Annual Report on Form 10-K for the
                  fiscal year ended September 30, 1998, as amended on Form
                  10-K/A, filed pursuant to Section 13(a) of the Securities
                  Exchange Act of 1934 (the "1934 Act").

                           (2) The Company's Quarterly Report on Form 10-Q for
                  the fiscal quarters ended December 31, 1998, March 31, 1999
                  and June 30, 1999, filed pursuant to Section 13(a) of the 1934
                  Act.

                           (3) The Company's Current Report on Form 8-K dated
                  October 13, 1999, filed pursuant to Section 13 of the 1934
                  Act.

                           (4) The description of the Company's Common Stock
                  contained in the Company's Registration Statement on Form 10
                  filed under the 1934 Act, as amended under cover of Form 8
                  filed on September 27, 1990.

                           (5) The description of the Company's Preferred Stock
                  Purchase Rights contained in the Company's Registration
                  Statement on Form 10 filed under the 1934 Act, as amended
                  under cover of Form 8 filed on September 27, 1990.

                  All documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing thereof. Any statement

                                      II-I
4

contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.

Item 4.           Description of Securities.

                  Not Applicable

Item 5.           Interests of Named Experts and Counsel.

                  None.

Item 6.           Indemnification of Directors and Officers.

                  The Company is a Missouri corporation. Section 351.355(1) of
the Revised Statutes of Missouri provides that a corporation may indemnify an
officer, director, employee or agent of the corporation in any action, suit or
proceeding (other than an action by or in the right of the corporation) against
expenses (including attorneys' fees), judgments, fines and settlement amounts
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation and, with respect
to any criminal action, had no reasonable cause to believe his conduct was
unlawful. Section 351.355(2) provides that the corporation may indemnify any
such person in any action or suit by or in the right of the corporation against
expenses (including attorneys' fees) and settlement amounts actually and
reasonably incurred by him in connection with the defense or settlement of the
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, except that no
such person may be indemnified in respect of any matter in which he has been
adjudged liable for negligence or misconduct in the performance of his duty to
the corporation, unless authorized by the court. Section 351.355(3) provides
that the corporation shall indemnify any such person against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection with the
action, suit or proceeding if he has been successful in defense of such action,

                                      II-2
5

suit or proceeding and if such action, suit or proceeding is one for which the
corporation may indemnify him under Section 351.355(1) or (2). Section
351.355(7) provides that the corporation shall have the power to give any
further indemnity to any such person, in addition to the indemnity otherwise
authorized under Section 351.355, provided such further indemnity is authorized,
directed or provided for in (i) the articles of incorporation of the
corporation, (ii) any duly adopted amendment thereof or (iii) any bylaw or
agreement of the corporation which has been adopted by the shareholders of the
corporation, provided that no such indemnity may indemnify any person from or on
account of such person's conduct which was finally adjudged to have been
knowingly fraudulent, deliberately dishonest or willful misconduct.

                  The Company's Articles of Incorporation (the "Articles")
contain provisions indemnifying the Company's directors and officers (other than
a director or officer suing on his own behalf or in the right of the Company) to
the full extent permitted by law. The Articles provide that the Company will
indemnify its directors and officers against all expenses (including attorneys'
fees), judgments, fines and settlement amounts actually and reasonably incurred
by them in any action, suit or proceeding, including any action by or on behalf
of the Company, on account of their services as a director or officer of the
Company, or their services as a director, officer, employee, member or agent of
another corporation, partnership, joint venture, trust, trade or industry
association or other enterprise when they are serving in such capacities at the
request of the Company, excepting only cases where the conduct of such person is
finally adjudged to be knowingly fraudulent, deliberately dishonest or willful
misconduct. The Articles further provide that the Company shall pay or advance
defense expenses to any director or officer of the Company upon receipt of an
undertaking from such director or officer to repay those expenses if it is
ultimately determined that he is not entitled to be indemnified. The Articles
further provide that the Company may indemnify employees and agents of the
Company to the same extent as provided in the previous sentence or to such
lesser extent as the Company in its discretion may deem appropriate.

                  The Articles also authorize the Company to enter into
indemnification agreements with any director, officer, employee

                                      II-3
6

or agent of the Company providing for indemnification rights to the maximum
extent permitted by law. The Company has entered into an indemnification
agreement with each member of its board of directors. Each indemnification
agreement was approved separately by all members of the Board of Directors
(other than the director being indemnified under the agreement) at meetings of
the Board of Directors. In each agreement, the Company agreed to indemnify the
director and hold him harmless to the full extent authorized or permitted by the
General and Business Corporation Law of Missouri, or by any amendment thereof,
or by any other statutory provision authorizing or permitting such
indemnification which may be adopted, and specifically against any and all
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the director in connection with
certain threatened, pending or completed actions, suits or proceedings, to which
the director is, was or becomes a party. Indemnification will not be provided
under certain circumstances set forth in the indemnification agreements.

                  The directors and officers of the Company are covered by an
insurance policy which indemnifies them against certain civil liabilities
including, under certain circumstances, liabilities under the federal securities
laws which might be incurred by them in such capacity.

Item 7.           Exemption from Registration Claimed.

                  Not applicable.

                                      II-4
7
Item 8.           Exhibits.
Filed Herewith
Exhibit                                                                        or Incorporated
Number                                Description                                by Reference
------                                -----------                                ------------
4a.                Restated Articles of Incorporation of ESCO              Incorporated by reference to
                   Electronics  Corporation                                Registration Statement on Form
                                                                           10, as amended on Form 8, filed
                                                                           September 27, 1990, Exhibit 3.1

4b.                Bylaws of ESCO Electronics Corporation, as amended      Incorporated by reference to Form 10-K
                                                                           for fiscal year ended September 30,
                                                                           1991, Exhibit 3(b)

4c.                Rights Agreement dated as of September 24, 1990         Incorporated by reference to
                   between ESCO Electronics Corporation and Boatmen's      Registration Statement on Form 10, as
                   Trust Company, as Rights Agent                          amended on Form 8, filed on
                                                                           September 27, 1990, Exhibit 4.2

4d.                1999 Stock Option Plan

4e.                Form of Non-Qualified Stock Option Agreement

4f.                Form of Non-Qualified Stock Option
                   Agreement-Alternative

4g.                Form of Incentive Stock Option
                   Agreement

4h.                Form of Incentive Stock Option
                   Agreement-Alternative

5.                 Opinion of Counsel

23a.               Consent of Counsel(included in Exhibit 5)

23b.               Consent of KPMG LLP
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8

24.               Power of Attorney (included on Page II-8)

Item 9.           Undertakings.

                  (a)      The undersigned registrant hereby undertakes:

                           (1) To file, during any period in which offers or
                  sales are being made, a post-effective amendment to this
                  registration statement:

                            (i) To include any prospectus required by
                           Section 10(a)(3) of the Securities Act of 1933;

                            (ii) To reflect in the prospectus any facts or
                           events arising after the effective date of the
                           registration statement (or the most recent
                           post-effective amendment thereof) which, individually
                           or in the aggregate, represent a fundamental change
                           in the information set forth in the registration
                           statement. Notwithstanding the foregoing, any
                           increase or decrease in volume of securities offered
                           (if the total dollar value of securities offered
                           would not exceed that which was registered) and any
                           deviation from the low or high end of the estimated
                           maximum offering range may be reflected in the form
                           of prospectus filed with the Commission pursuant to
                           Rule 424(b) if, in the aggregate, the changes in
                           volume and price represent no more than a 20 percent
                           change in the maximum aggregate offering price set
                           forth in the "Calculation of Registration Fee" table
                           in the effective registration statement.

                           (iii) To include any material information with
                           respect to the plan of distribution not previously
                           disclosed in the registration statement or any
                           material change to such information in the
                           registration statement;

                           (2) That, for the purpose of determining any
                  liability under the Securities Act of 1933, each such

                                      II-6
9

                  post-effective amendment shall be deemed to be a new
                  registration statement relating to the securities offered
                  therein, and the offering of such securities at that time
                  shall be deemed to be the initial bona fide offering thereof.

                      (3) To remove from registration by means of a
                  post-effective amendment any of the securities being
                  registered which remain unsold at the termination of the
                  offering.

                  (b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  (c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions or
otherwise the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-7
10

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the County of St. Louis, State of Missouri, on November 11,
1999.

                                         ESCO ELECTRONICS CORPORATION

                                         By:   /s/ C.J. Kretschmer
                                               ---------------------------------
                                               C.J. Kretschmer, Vice
                                               President and Chief
                                               Financial Officer (Principal
                                               Accounting Officer)

                                POWER OF ATTORNEY

                  KNOW ALL MEN BY THESE PRESENTS that each individual whose
signature appears below constitutes and appoints C.J. Kretschmer, A.S. Barclay
and T.B. Martin, and each of them, his true and lawful attorneys-in-fact and
agents with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement and any other
documents and instruments incidental thereto, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, thereby ratifying
and confirming all that said attorneys-in-fact and agents and/or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

                                      II-8
11

                  Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                               Title                              Date
             ---------                               -----                              ----
(s)D.J. Moore                          Chairman, President, Chief                     November 11, 1999
----------------------------           Executive Officer and
   D. J. Moore                         Director

(s)C.J. Kretschmer                     Vice President and                             November 11, 1999
----------------------------           Chief Financial Officer
   C.J. Kretschmer                     (Principal Accounting
                                       Officer)

(s)W.S. Antle III                      Director                                       November 11, 1999
----------------------------
   W.S. Antle III

(s)J.J. Carey                          Director                                       November 11, 1999
----------------------------
   J.J. Carey

(s)J.M. McConnell                      Director                                       November 11, 1999
----------------------------
   J.M. McConnell

(s)L.W. Solley                         Director                                       November 11, 1999
----------------------------
   L.W. Solley

(s)J.M. Stolze                         Director                                       November 11, 1999
----------------------------
   J.M. Stolze

(s)D.C. Trauscht                       Director                                       November 11, 1999
----------------------------
   D.C. Trauscht
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                                INDEX TO EXHIBITS
Exhibits are listed by number corresponding to the Exhibit Table of Item 601 in
Regulation S-K.

EXHIBIT NO.                             EXHIBIT
-----------                             -------
  4d.                  1999 Stock Option Plan

  4e.                  Form of Non-Qualified Stock Option Agreement

  4f.                  Form of Non-Qualified Stock Option Agreement-Alternative

  4g.                  Form of Incentive Stock Option Agreement

  4h.                  Form of Incentive Stock Option Agreement-Alternative

  5.                   Opinion of Counsel

 23a.                  Consent of Counsel (included in Exhibit 5)

 23b.                  Consent of KPMG LLP

 24.                   Power of Attorney (included on Page II-8)

See Item 8 for a list of exhibits incorporated by reference.

                                     II-10