<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 15, 2003.
                                                           REGISTRATION NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549



                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933



                                 EDO CORPORATION
             (Exact name of Registrant as specified in its charter)
                         60 EAST 42ND STREET, 42nd Floor
<TABLE>
<S>                             <C>                                                             <C>
        NEW YORK                                 NEW YORK, NY              10165                   11-0707740
(State of Incorporation)        (Address of principal executive offices) (Zip Code)             (I.R.S. Employer
                                                                                                Identification No.)
</TABLE>



                   EDO CORPORATION 2002 NON-EMPLOYEE DIRECTOR
                                STOCK OPTION PLAN
                  EDO CORPORATION 2002 LONG-TERM INCENTIVE PLAN
                            (Full Title of the Plan)

                              Lisa M. Palumbo, Esq.
                        Vice President & General Counsel
                                 EDO Corporation
                         60 East 42nd Street, 42nd Floor
                               New York, NY 10165
                                 (212) 716-2000
(Name, address, and telephone number, including area code, of agent for service)

                                 With a Copy to:

                           Christopher G. Karras, Esq.
                                   Dechert LLP
                            4000 Bell Atlantic Tower

                                1717 Arch Street
                        Philadelphia, Pennsylvania 19103
                                 (215) 994-4000

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
         TITLE OF                                         PROPOSED               PROPOSED
        SECURITIES                 AMOUNT                 MAXIMUM                 MAXIMUM                 AMOUNT OF
          TO BE                     TO BE                 OFFERING               AGGREGATE               REGISTRATION
        REGISTERED               REGISTERED            PRICE PER SHARE         OFFERING PRICE                 FEE
        ----------               ----------            ---------------         --------------                 ---
<S>                            <C>                    <C>                     <C>                      <C>
Common Stock of EDO
Corporation, par value         900,000 shares(1)          $18.20(2)           $16,380,000.02(2)             $1,325.14
$1.00 per share.
</TABLE>



(1) To be offered pursuant to the EDO Corporation 2002 Non-Employee Director
Stock Option Plan (250,000 shares) and the EDO Corporation 2002 Long-Term
Incentive Plan (650,000 shares) (collectively, the "Plans"). Pursuant to Rule
416(a), this Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction effected
without the receipt of consideration which results in an increase in the number
of the outstanding shares of the Registrant.

(2) Computed pursuant to Rule 457(h) solely for the purpose of determining the
registration fee, based upon an assumed price of $18.20 per share, the average
of the high and low sale prices of the Registrant's Common Shares as reported on
the New York Stock Exchange on May 14, 2003.
<PAGE>
                                     PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

                  Information required in Part I of Form S-8 to be contained in
a prospectus meeting the requirements of Section 10(a) of the Securities Act of
1933, as amended (the "Securities Act") is not required to be filed with the
Securities and Exchange Commission (the "Commission") and is omitted from this
Registration Statement in accordance with the explanatory note to Part I of Form
S-8 and Rule 428 under the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents, heretofore filed by EDO Corporation
(the "Registrant") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act and the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are incorporated by reference in this
Registration Statement, except as superseded or modified as described herein:

                  a. The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 2002, filed on March 14, 2003, which contains audited
financial statements for the Registrant.

                  b. All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") since January 1, 2003;

                  c. The description of the Registrant's Common Stock contained
in the Registrant's registration statement on Form S-2, filed pursuant to
Section 12 of the Exchange Act with the SEC on June 9, 1983.

                  d. All documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange 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 such documents. Any statement contained in
an incorporated document 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 incorporated document subsequently filed, modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

                  Not applicable.

                                      -1-
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  With certain limitations, Sections 721 through 726 of the
Business Corporation Law of the State of New York permit a corporation to
indemnify its directors and officers made, or threatened to be made, a party to
an action or proceeding by reason of the fact that such person was a director or
officer of such corporation unless a judgement or other final adjudication
adverse to the director or officer establishes that his or her acts were
committed in bad faith or were the result of active and deliberative dishonesty
and were material to the cause of action so adjudicated, or that he or she
personally gained in fact financial profit or other advantage to which he or she
was not legally entitled.

                  Section 402(b) of the Business Corporation Law of the State of
New York permits New York corporations to eliminate or limit the personal
liability of directors to the corporation or its shareholders for damages for
any breach of duty in such capacity except liability (i) of a director (a) whose
acts or omissions were in bad faith, involved intentional misconduct or a
knowing violation of law, (b) who personally gained a financial profit or other
advantage to which he or she was not legally entitled or (c) whose acts violated
certain other provisions of New York law or (ii) for acts or omissions prior to
May 4, 1988.

                  The Registrant's by-laws provide the indemnification of any
person made, or threatened to be made, a party to an action or proceeding (other
than one by or in the right of Registrant to procure judgement in its favor),
whether civil or criminal, including an action by or in the right of any other
corporation which any director or officer of the Registrant served in any
capacity at the Registrant's request, by reason of the fact that he, his
testator or intestate, was a director or officer of the Registrant, or served
such other corporation in any capacity, against judgements, fines, amounts paid
in settlement and reasonable expenses, including attorneys' fees actually and
necessarily incurred as a result of such action or proceeding, if such director
or officer acted, in good faith, for a purpose which he reasonably believed to
be in, or, in the case of service of any other corporation, not opposed to, our
best interests and, in criminal actions or proceedings, in addition, had no
reasonable cause to believe that his conduct was unlawful.

                  The Registrant shall indemnify any person made, or threatened
to be made, a party to an action by or in the right of the Registrant to procure
a judgement in its favor by reason of the fact that he, his testator or
intestate, is or was a director or officer of the Registrant, or is or was
serving at the request of the Registrant as a director or officer of any other
company, against amounts paid in settlement and reasonable expenses, including
attorneys' fees actually and necessarily incurred by him in connection with the
defense or settlement of such action, if such director or officer acted, in good
faith, for a purpose which he reasonably believed to be in, or, in the case of
service of any other corporation, not opposed to, the best interests of the
Registrant, except that no indemnification shall be made in respect of a
threatened action, or a pending action which is settled or otherwise disposed
of, or any claim, issue or matter as to which such person shall have been
adjudged to be liable to us, unless and only to the extent that the court in
which the action was brought, or, if no action was brought, any court of
competent

                                      -2-
<PAGE>
jurisdiction, determines upon application that, the person is fairly and
reasonably entitled to indemnity for such portion of the settlement amount and
expenses as the court deems proper.

                  The Registrant also has indemnification agreements with each
of its directors and executive officers which set forth the terms stated in the
paragraph above for each individual. A form of these indemnification agreements
is incorporated by reference to Exhibit 10(d) to our Annual Report on Form 10-K
for the year ended December 31, 1996.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8. EXHIBITS.

                  Reference is made to the Exhibit Index which appears on page 7
of this Registration Statement and is incorporated herein by reference for a
detailed list of the exhibits filed as a part hereof.

ITEM 9. UNDERTAKINGS.

                  Undertakings required by Item 512(a) of Regulation S-K:

                  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;

                     (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;

                     (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;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating

                                      -3-
<PAGE>
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.

                  Undertakings required by Item 512(b) of Regulation S-K:

                  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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.

                  Undertakings required by Item 512(h) of Regulation S-K:

                  Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.



                                      -4-
<PAGE>
                                   SIGNATURES

                  The Registrant. Pursuant to the requirements of the Securities
Act of 1933, as amended, 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 City of New York, New York, on
this 15th day of May, 2003.

                               EDO CORPORATION



                               By:  /s/ James M. Smith
                                   --------------------------------------------
                               James M. Smith
                               Chairman, President and Chief Executive Officer


                                POWER OF ATTORNEY

                  KNOW TO ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints James M. Smith and Lisa M.
Palumbo (with full power to each of them to act alone) as his attorney-in-fact,
with full power of substitution and resubstitution, for him in any and all
capacities, to sign any or all amendments or post-effective amendments to this
Registration Statement and to file the same with the Securities and Exchange
Commission, granting unto him full power and authority to do and perform each
and every act and thing requisite and necessary in connection with such matters
and hereby ratifying and confirming all that he, or his agent or substitutes,
may do or cause to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement and the foregoing Power of Attorney have
been signed by the following persons in the capacities and on the date
indicated.
<TABLE>
<CAPTION>
             SIGNATURE                                 TITLE                            DATE
             ---------                                 -----                            ----
<S>                                  <C>                                             <C>
/s/ James M. Smith                   Chairman, President and Chief Executive         May 15, 2003
                                     Officer and Director (Principal
                                     Executive Officer)

/s/ Frederic B. Bassett              Vice President - Finance,                       May 15, 2003
                                     Treasurer, Chief Financial Officer and
                                     Assistant Secretary (Principal Financial
                                     and Accounting Officer)
</TABLE>


                                      -5-
<PAGE>
<TABLE>
<CAPTION>
       SIGNATURE                    TITLE              DATE
       ---------                    -----              ----
<S>                               <C>               <C>
/s/ Robert E. Allen               Director          May 15, 2003



/s/ Robert Alvine                 Director          May 15, 2003



/s/ George M. Ball                Director          May 15, 2003



/s/ Dennis C. Blair               Director          May 15, 2003



/s/ Robert M. Hanisee             Director          May 15, 2003



/s/ Michael J. Hegarty            Director          May 15, 2003



/s/ Ronald L. Leach               Director          May 15, 2003



/s/ James Roth                    Director          May 15, 2003
</TABLE>







                                      -6-
<PAGE>
                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number                      Description
--------------                      -----------
<S>                 <C>
          4(a)      Certificate of Incorporation of the Company and amendments
                    thereto dated June 14, 1984, July 18, 1988 and July 22, 1988
                    (incorporated by reference to Exhibit 3(i) to the Company's
                    Annual Report on Form 10-K for the fiscal year ended
                    December 31, 1994), as further amended by amendment thereto
                    dated July 29, 1998 (incorporated by reference to Exhibit
                    3(i) to the Company's Annual Report on Form 10-K for the
                    fiscal year ended December 31, 1998), and as further amended
                    by amendment thereto dated May 17, 2002 (incorporated by
                    reference to Exhibit 3(a) to Amendment No. 1 to the
                    Company's Registration Statement on Form S-3 dated July 2,
                    2002)

          4(b)      By-Laws of the Company as amended and restated through
                    October 1, 2002 (incorporated by reference to Exhibit 3(ii)
                    to the Company's Quarterly Report on Form 10-Q for the
                    quarter ended September 28, 2002)

          4(c)      EDO Corporation 2002 Long-Term Incentive Plan (incorporated
                    by reference to Exhibit 10(c) to the Company's Annual Report
                    on Form 10-K for the fiscal year ended December 31, 2002)

          4(d)      EDO Corporation 2002 Non-Employee Director Stock Option Plan
                    (incorporated by reference to Exhibit 10(h) to the Company's
                    Annual Report on Form 10-K for the fiscal year ended
                    December 31, 2002)

          5(a)      Opinion of Lisa M. Palumbo, Esq.

          23(a)     Consent of Ernst & Young LLP

          23(b)     Consent of Lisa M. Palumbo, Esq. (included in Exhibit 5(a))

          23(c)     Consent of Argy, Wiltse & Robinson, P.C.

          24(a)     Power of Attorney (included on signature page)
</TABLE>

                                      -7-
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{"company-data": {"conformed-name": "EDO CORP", "cik": "0000031617", "assigned-sic": "3812", "irs-number": "110707740", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-105265", "film-number": "03703670"}, "business-address": {"street1": "60 EAST 42ND STREET", "street2": "42ND FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10165", "phone": "2127162000"}, "mail-address": {"street1": "60 EAST 42ND STREET", "street2": "42ND FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10165"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 15, 2003.
                                                           REGISTRATION NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                 EDO CORPORATION
             (Exact name of Registrant as specified in its charter)
                         60 EAST 42ND STREET, 42nd Floor
NEW YORK                                 NEW YORK, NY              10165                   11-0707740
(State of Incorporation)        (Address of principal executive offices) (Zip Code)             (I.R.S. Employer
                                                                                                Identification No.)
EDO CORPORATION 2002 NON-EMPLOYEE DIRECTOR
                                STOCK OPTION PLAN
                  EDO CORPORATION 2002 LONG-TERM INCENTIVE PLAN
                            (Full Title of the Plan)

                              Lisa M. Palumbo, Esq.
                        Vice President & General Counsel
                                 EDO Corporation
                         60 East 42nd Street, 42nd Floor
                               New York, NY 10165
                                 (212) 716-2000
(Name, address, and telephone number, including area code, of agent for service)

                                 With a Copy to:

                           Christopher G. Karras, Esq.
                                   Dechert LLP
                            4000 Bell Atlantic Tower

                                1717 Arch Street
                        Philadelphia, Pennsylvania 19103
                                 (215) 994-4000

                         CALCULATION OF REGISTRATION FEE
TITLE OF                                         PROPOSED               PROPOSED
        SECURITIES                 AMOUNT                 MAXIMUM                 MAXIMUM                 AMOUNT OF
          TO BE                     TO BE                 OFFERING               AGGREGATE               REGISTRATION
        REGISTERED               REGISTERED            PRICE PER SHARE         OFFERING PRICE                 FEE
        ----------               ----------            ---------------         --------------                 ---
Common Stock of EDO
Corporation, par value         900,000 shares(1)          $18.20(2)           $16,380,000.02(2)             $1,325.14
$1.00 per share.
(1) To be offered pursuant to the EDO Corporation 2002 Non-Employee Director
Stock Option Plan (250,000 shares) and the EDO Corporation 2002 Long-Term
Incentive Plan (650,000 shares) (collectively, the "Plans"). Pursuant to Rule
416(a), this Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction effected
without the receipt of consideration which results in an increase in the number
of the outstanding shares of the Registrant.

(2) Computed pursuant to Rule 457(h) solely for the purpose of determining the
registration fee, based upon an assumed price of $18.20 per share, the average
of the high and low sale prices of the Registrant's Common Shares as reported on
the New York Stock Exchange on May 14, 2003.
PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

                  Information required in Part I of Form S-8 to be contained in
a prospectus meeting the requirements of Section 10(a) of the Securities Act of
1933, as amended (the "Securities Act") is not required to be filed with the
Securities and Exchange Commission (the "Commission") and is omitted from this
Registration Statement in accordance with the explanatory note to Part I of Form
S-8 and Rule 428 under the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents, heretofore filed by EDO Corporation
(the "Registrant") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act and the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are incorporated by reference in this
Registration Statement, except as superseded or modified as described herein:

                  a. The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 2002, filed on March 14, 2003, which contains audited
financial statements for the Registrant.

                  b. All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") since January 1, 2003;

                  c. The description of the Registrant's Common Stock contained
in the Registrant's registration statement on Form S-2, filed pursuant to
Section 12 of the Exchange Act with the SEC on June 9, 1983.

                  d. All documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange 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 such documents. Any statement contained in
an incorporated document 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 incorporated document subsequently filed, modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

                  Not applicable.

                                      -1-
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  With certain limitations, Sections 721 through 726 of the
Business Corporation Law of the State of New York permit a corporation to
indemnify its directors and officers made, or threatened to be made, a party to
an action or proceeding by reason of the fact that such person was a director or
officer of such corporation unless a judgement or other final adjudication
adverse to the director or officer establishes that his or her acts were
committed in bad faith or were the result of active and deliberative dishonesty
and were material to the cause of action so adjudicated, or that he or she
personally gained in fact financial profit or other advantage to which he or she
was not legally entitled.

                  Section 402(b) of the Business Corporation Law of the State of
New York permits New York corporations to eliminate or limit the personal
liability of directors to the corporation or its shareholders for damages for
any breach of duty in such capacity except liability (i) of a director (a) whose
acts or omissions were in bad faith, involved intentional misconduct or a
knowing violation of law, (b) who personally gained a financial profit or other
advantage to which he or she was not legally entitled or (c) whose acts violated
certain other provisions of New York law or (ii) for acts or omissions prior to
May 4, 1988.

                  The Registrant's by-laws provide the indemnification of any
person made, or threatened to be made, a party to an action or proceeding (other
than one by or in the right of Registrant to procure judgement in its favor),
whether civil or criminal, including an action by or in the right of any other
corporation which any director or officer of the Registrant served in any
capacity at the Registrant's request, by reason of the fact that he, his
testator or intestate, was a director or officer of the Registrant, or served
such other corporation in any capacity, against judgements, fines, amounts paid
in settlement and reasonable expenses, including attorneys' fees actually and
necessarily incurred as a result of such action or proceeding, if such director
or officer acted, in good faith, for a purpose which he reasonably believed to
be in, or, in the case of service of any other corporation, not opposed to, our
best interests and, in criminal actions or proceedings, in addition, had no
reasonable cause to believe that his conduct was unlawful.

                  The Registrant shall indemnify any person made, or threatened
to be made, a party to an action by or in the right of the Registrant to procure
a judgement in its favor by reason of the fact that he, his testator or
intestate, is or was a director or officer of the Registrant, or is or was
serving at the request of the Registrant as a director or officer of any other
company, against amounts paid in settlement and reasonable expenses, including
attorneys' fees actually and necessarily incurred by him in connection with the
defense or settlement of such action, if such director or officer acted, in good
faith, for a purpose which he reasonably believed to be in, or, in the case of
service of any other corporation, not opposed to, the best interests of the
Registrant, except that no indemnification shall be made in respect of a
threatened action, or a pending action which is settled or otherwise disposed
of, or any claim, issue or matter as to which such person shall have been
adjudged to be liable to us, unless and only to the extent that the court in
which the action was brought, or, if no action was brought, any court of
competent

                                      -2-
jurisdiction, determines upon application that, the person is fairly and
reasonably entitled to indemnity for such portion of the settlement amount and
expenses as the court deems proper.

                  The Registrant also has indemnification agreements with each
of its directors and executive officers which set forth the terms stated in the
paragraph above for each individual. A form of these indemnification agreements
is incorporated by reference to Exhibit 10(d) to our Annual Report on Form 10-K
for the year ended December 31, 1996.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8. EXHIBITS.

                  Reference is made to the Exhibit Index which appears on page 7
of this Registration Statement and is incorporated herein by reference for a
detailed list of the exhibits filed as a part hereof.

ITEM 9. UNDERTAKINGS.

                  Undertakings required by Item 512(a) of Regulation S-K:

                  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;

                     (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;

                     (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;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating

                                      -3-
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.

                  Undertakings required by Item 512(b) of Regulation S-K:

                  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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.

                  Undertakings required by Item 512(h) of Regulation S-K:

                  Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.

                                      -4-
SIGNATURES

                  The Registrant. Pursuant to the requirements of the Securities
Act of 1933, as amended, 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 City of New York, New York, on
this 15th day of May, 2003.

                               EDO CORPORATION

                               By:  /s/ James M. Smith
                                   --------------------------------------------
                               James M. Smith
                               Chairman, President and Chief Executive Officer

                                POWER OF ATTORNEY

                  KNOW TO ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints James M. Smith and Lisa M.
Palumbo (with full power to each of them to act alone) as his attorney-in-fact,
with full power of substitution and resubstitution, for him in any and all
capacities, to sign any or all amendments or post-effective amendments to this
Registration Statement and to file the same with the Securities and Exchange
Commission, granting unto him full power and authority to do and perform each
and every act and thing requisite and necessary in connection with such matters
and hereby ratifying and confirming all that he, or his agent or substitutes,
may do or cause to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement and the foregoing Power of Attorney have
been signed by the following persons in the capacities and on the date
indicated.
SIGNATURE                                 TITLE                            DATE
             ---------                                 -----                            ----
/s/ James M. Smith                   Chairman, President and Chief Executive         May 15, 2003
                                     Officer and Director (Principal
                                     Executive Officer)

/s/ Frederic B. Bassett              Vice President - Finance,                       May 15, 2003
                                     Treasurer, Chief Financial Officer and
                                     Assistant Secretary (Principal Financial
                                     and Accounting Officer)
-5-
SIGNATURE                    TITLE              DATE
       ---------                    -----              ----
/s/ Robert E. Allen               Director          May 15, 2003

/s/ Robert Alvine                 Director          May 15, 2003

/s/ George M. Ball                Director          May 15, 2003

/s/ Dennis C. Blair               Director          May 15, 2003

/s/ Robert M. Hanisee             Director          May 15, 2003

/s/ Michael J. Hegarty            Director          May 15, 2003

/s/ Ronald L. Leach               Director          May 15, 2003

/s/ James Roth                    Director          May 15, 2003
-6-
EXHIBIT INDEX
Exhibit Number                      Description
--------------                      -----------
4(a)      Certificate of Incorporation of the Company and amendments
                    thereto dated June 14, 1984, July 18, 1988 and July 22, 1988
                    (incorporated by reference to Exhibit 3(i) to the Company's
                    Annual Report on Form 10-K for the fiscal year ended
                    December 31, 1994), as further amended by amendment thereto
                    dated July 29, 1998 (incorporated by reference to Exhibit
                    3(i) to the Company's Annual Report on Form 10-K for the
                    fiscal year ended December 31, 1998), and as further amended
                    by amendment thereto dated May 17, 2002 (incorporated by
                    reference to Exhibit 3(a) to Amendment No. 1 to the
                    Company's Registration Statement on Form S-3 dated July 2,
                    2002)

          4(b)      By-Laws of the Company as amended and restated through
                    October 1, 2002 (incorporated by reference to Exhibit 3(ii)
                    to the Company's Quarterly Report on Form 10-Q for the
                    quarter ended September 28, 2002)

          4(c)      EDO Corporation 2002 Long-Term Incentive Plan (incorporated
                    by reference to Exhibit 10(c) to the Company's Annual Report
                    on Form 10-K for the fiscal year ended December 31, 2002)

          4(d)      EDO Corporation 2002 Non-Employee Director Stock Option Plan
                    (incorporated by reference to Exhibit 10(h) to the Company's
                    Annual Report on Form 10-K for the fiscal year ended
                    December 31, 2002)

          5(a)      Opinion of Lisa M. Palumbo, Esq.

          23(a)     Consent of Ernst & Young LLP

          23(b)     Consent of Lisa M. Palumbo, Esq. (included in Exhibit 5(a))

          23(c)     Consent of Argy, Wiltse & Robinson, P.C.

          24(a)     Power of Attorney (included on signature page)
-7-