<PAGE>   1



   As filed with the Securities and Exchange Commission on February 7, 2000

                                                   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 EXECUTIVE STOCK PURCHASE 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                   300,000              $ 13.875              $ 4,162,500             $1,099
Preferred Stock
Purchase Rights (2)
-------------------------------------------------------------------------------------------------------------------
</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 average of the high and low market prices of the Registrant's Common
    Stock, par value $.01 per share ("Common Stock"), on February 1, 2000, as
    reported on the New York Stock Exchange.

(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.

<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, 1999, filed pursuant to
                   Section 13(a) of the Securities Exchange Act of 1934 (the
                   "1934 Act").

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

                         (3) The Company's Current Report on Form 8-K dated
                   February 3, 2000, including but not limited to the
                   description of the Company's Preferred Stock Purchase Rights
                   contained therein, 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.

                   All documents subsequently filed by the Company pursuant to
Section 13(a),13(c), 14 and 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 part
hereof from the date of filing of such documents. Any statement 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
                                      II-1


<PAGE>   4



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,
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

                                      II-2


<PAGE>   5


"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 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


                                      II-3

<PAGE>   6
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.

Item 8.     Exhibits.

<TABLE>
<CAPTION>

                                                                                        Filed Herewith
Exhibit                                                                                or Incorporated
Number                       Description                                                 by Reference
------                       ------------                                                ------------
<S>              <C>                                                   <C>
4a.                Restated Articles of                                    Incorporated by reference to Form 10-K
                   Incorporation of ESCO                                   for fiscal year ended September 30,
                   Electronics Corporation                                 1999, Exhibit 3(a)

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

4c.                Amended And Restated Rights Agreement, dated as of      Incorporated by reference to Current
                   September 24, 1990 and amended and restated as of       Report on Form 8-K, dated February 3,
                   February 3, 2000, between ESCO Electronics              2000, Exhibit 4.1
                   Corporation and ChaseMellon Shareholder Services,
                   L.L.C., as Rights Agent

23.                Consent of KPMG LLP

24.                Power of Attorney (included on
                   Page II-7)

</TABLE>

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

                                      II-4


<PAGE>   7

                     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
                 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

                                      II-5

<PAGE>   8



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.


                                   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 February 3,
2000.


                                        ESCO ELECTRONICS CORPORATION


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



                                      II-6





<PAGE>   9


                                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.

                  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                     February 3, 2000
-------------------                 Executive Officer and
   D.J. Moore                       Director

/s/C.J. Kretschmer                  Vice President and                             February 3, 2000
-------------------                 Chief Financial Officer
   C.J. Kretschmer                  (Principal Accounting
                                       Officer)

/s/W.S. Antle III                   Director                                       February 3, 2000
-------------------
   W.S. Antle III


/s/J.J. Carey                       Director                                       February 3, 2000
-------------------
   J.J. Carey


/s/J.M. McConnell                   Director                                       February 3, 2000
-------------------
   J.M. McConnell

</TABLE>


                                      II-7

<PAGE>   10

<TABLE>


<S>                                 <C>                                            <C>

-------------------                 Director
   L.W. Solley


/s/J.M. Stolze                      Director                                       February 3, 2000
-------------------
   J.M. Stolze

/s/D.C. Trauscht                    Director                                       February 3, 2000
-------------------
   D.C. Trauscht

</TABLE>

                                      II-8

<PAGE>   11


                                INDEX TO EXHIBITS

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

<TABLE>
<CAPTION>


   EXHIBIT NO.            EXHIBIT
   -----------            -------

<S>                <C>
     23.           Consent of KPMG LLP

     24.           Power of Attorney (included on Page II-7)

</TABLE>

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


                                      II-9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23662}]
{"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": "333-96309", "film-number": "525890"}, "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 February 7, 2000

                                                   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 EXECUTIVE STOCK PURCHASE 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                   300,000              $ 13.875              $ 4,162,500             $1,099
Preferred Stock
Purchase Rights (2)
-------------------------------------------------------------------------------------------------------------------
(1) Computed pursuant to Rule 457(h) and (c) solely for the purpose of
    determining the registration fee. Proposed maximum offering price represents
    the average of the high and low market prices of the Registrant's Common
    Stock, par value $.01 per share ("Common Stock"), on February 1, 2000, as
    reported on the New York Stock Exchange.

(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.
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, 1999, filed pursuant to
                   Section 13(a) of the Securities Exchange Act of 1934 (the
                   "1934 Act").

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

                         (3) The Company's Current Report on Form 8-K dated
                   February 3, 2000, including but not limited to the
                   description of the Company's Preferred Stock Purchase Rights
                   contained therein, 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.

                   All documents subsequently filed by the Company pursuant to
Section 13(a),13(c), 14 and 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 part
hereof from the date of filing of such documents. Any statement 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
                                      II-1
4

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,
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

                                      II-2
5

"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 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

                                      II-3
6
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.

Item 8.     Exhibits.
Filed Herewith
Exhibit                                                                                or Incorporated
Number                       Description                                                 by Reference
------                       ------------                                                ------------
4a.                Restated Articles of                                    Incorporated by reference to Form 10-K
                   Incorporation of ESCO                                   for fiscal year ended September 30,
                   Electronics Corporation                                 1999, Exhibit 3(a)

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

4c.                Amended And Restated Rights Agreement, dated as of      Incorporated by reference to Current
                   September 24, 1990 and amended and restated as of       Report on Form 8-K, dated February 3,
                   February 3, 2000, between ESCO Electronics              2000, Exhibit 4.1
                   Corporation and ChaseMellon Shareholder Services,
                   L.L.C., as Rights Agent

23.                Consent of KPMG LLP

24.                Power of Attorney (included on
                   Page II-7)
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

                                      II-4
7

                     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
                 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

                                      II-5
8

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.

                                   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 February 3,
2000.

                                        ESCO ELECTRONICS CORPORATION

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

                                      II-6
9

                                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.

                  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                     February 3, 2000
-------------------                 Executive Officer and
   D.J. Moore                       Director

/s/C.J. Kretschmer                  Vice President and                             February 3, 2000
-------------------                 Chief Financial Officer
   C.J. Kretschmer                  (Principal Accounting
                                       Officer)

/s/W.S. Antle III                   Director                                       February 3, 2000
-------------------
   W.S. Antle III

/s/J.J. Carey                       Director                                       February 3, 2000
-------------------
   J.J. Carey

/s/J.M. McConnell                   Director                                       February 3, 2000
-------------------
   J.M. McConnell
II-7
10
-------------------                 Director
   L.W. Solley

/s/J.M. Stolze                      Director                                       February 3, 2000
-------------------
   J.M. Stolze

/s/D.C. Trauscht                    Director                                       February 3, 2000
-------------------
   D.C. Trauscht
II-8
11

                                INDEX TO EXHIBITS

Exhibits are listed by number corresponding to the Exhibit Table of Item 601 in
Regulation S-K.
EXHIBIT NO.            EXHIBIT
   -----------            -------
23.           Consent of KPMG LLP

     24.           Power of Attorney (included on Page II-7)
See Item 8 for a list of exhibits incorporated by reference.

                                      II-9