As filed with the Securities and Exchange Commission on August 5, 2004
                                                  Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                     _______________________________________

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

                             ESCO TECHNOLOGIES INC.
             (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 TECHNOLOGIES INC. 2004 INCENTIVE COMPENSATION PLAN
                            (Full title of the Plan)

                             Alyson S. Barclay, Esq.
                  Vice President, Secretary and General Counsel
                             ESCO Technologies Inc.
                           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    1,000,000        $52.275         $52,275,000        $6,623.24
and 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
     August 2, 2004, 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>


                                     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>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents  filed by ESCO  Technologies  Inc. (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, 2003,  filed pursuant to Section 13(a) of the
               Securities Exchange Act of 1934 (the "1934 Act").

          (2)  The  Company's  Quarterly  Reports  on Form  10-Q for the  fiscal
               quarters  ended  December  31,  2003 and  March 31,  2004,  filed
               pursuant to Section 13(a) of the 1934 Act.

          (3)  The  Company's  Current  Reports on Form 8-K dated  November  20,
               2003,  February 5, 2004,  April 5, 2004 and May 11,  2004,  filed
               pursuant to Section 13 of the 1934 Act.

          (4)  The description of the Company's Common Stock and 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,  as further  amended  under
               cover of Form 10/A on March 3, 2000.

     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

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,  except as  otherwise  provided in the  articles of  incorporation  or the
bylaws,  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, and provided further 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  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 by all members
of the  Board of  Directors  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.

Item 8.           Exhibits.

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

4b.     Amended Certificate of Designation,  Incorporated by reference to Form
        Preferences and Rights of Series A   10-Q for the fiscal quarter ended
        Participating Cumulative Preferred   March 31, 2000 at Exhibit 4(e)
        Stock of the Company

4c.     Specimen Common Stock Certificate    Incorporated by reference to Form
                                             10-Q for the fiscal quarter ended
                                             June 30, 2000 at Exhibit 4(a)

4d.     Specimen Rights Certificate          Incorporated by reference to
                                             Exhibit B to Exhibit 4.1 to Current
                                             Report on Form 8-K dated February
                                             3, 2000

4e.     Rights Agreement, dated as of        Incorporated by reference to
        September 24, 1990 (amended and      Current Report on Form 8-K, dated
        restated as of February 3, 2000)     February 3, 2000, at Exhibit 4.1
        between the Company and Registrar
        and Transfer Company, as successor
        Rights Agent


4f.     Amended and Restated Credit          Incorporated by reference to Form
        Agreement dated as of February       10-Q for the fiscal quarter ended
        28, 2001 among the Company,          March 31, 2001 at Exhibit 4(d)
        Bank of America, N.A.,
        as agent and the lenders listed
        therein

4g.     Amendment No. 1 dated as of April    Incorporated by reference to Form
        5, 2002 to Credit Agreement          10-Q for the fiscal quarter ended
        listed as Exhibit 4(f) above         June 30, 2002, at Exhibit 4(e)

4h.     Amendment No. 2 and Consent          Incorporated by reference to Form
        dated as of September 5, 2003        10-K for the fiscal year ended
        to Credit Agreement listed as        September 30, 2003, at Exhibit 4.6
        Exhibit 4(f) above

4i.     2004 Incentive Compensation Plan     Incorporated by reference to Notice
                                             of Annual Meeting of  Stockholders
                                             and Proxy Statement dated  December
                                             29, 2003, at  Appendix B
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-6)

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  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.



                                   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 August 4, 2004.

                                         ESCO TECHNOLOGIES INC.


                                         By:      /s/G.E. Muenster
                                                  G.E. Muenster, Vice President
                                                  and Chief Financial Officer


                                POWER OF ATTORNEY

               KNOW  ALL  MEN BY  THESE  PRESENTS  that  each  individual  whose
          signature appears below constitutes and appoints G.E.  Muenster,  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.


<PAGE>




   Signature                         Title                               Date


/s/V.L. Richey, Jr.             Chairman, Chief                 August 4, 2004
   V.L. Richey, Jr.             Executive Officer and
                                Director


/s/C.J. Kretschmer              President, Chief                August 4, 2004
   C.J. Kretschmer              Operating Officer and
                                Director


/s/G.E. Muenster                Vice President and Chief        August 4, 2004
   G.E. Muenster                Financial Officer
                                (Principal Accounting
                                Officer)


/s/W.S. Antle III               Director                        August 4, 2004
   W.S. Antle III


/s/J.M. McConnell               Director                        August 4, 2004
   J.M. McConnell


/s/L.W. Solley                  Director                        August 4, 2004
   L.W. Solley


   J.M. Stolze                  Director                        August 4, 2004


/s/D.C. Trauscht                Director                        August 4, 2004
   D.C. Trauscht


/s/J.D. Woods                   Director                        August 4, 2004
   J.D. Woods

<PAGE>


                                INDEX TO EXHIBITS

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



EXHIBIT NO.                             EXHIBIT

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-6)

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



<PAGE>


                                                                   EXHIBIT 5


                                                     August 4, 2004




ESCO Technologies Inc.
8888 Ladue Road, Suite 200
St. Louis, MO  63124

Ladies and Gentlemen:

     I am Assistant Secretary and Associate General Counsel of ESCO Technologies
Inc., a Missouri corporation (the "Company"), and in such capacity I am familiar
with the  Registration  Statement  on Form S-8  (the  "Registration  Statement")
relating to the Company's 2004 Incentive Compensation Plan (the "Plan") to which
this  letter  is filed  as an  exhibit.  The  Registration  Statement  registers
1,000,000  shares of the Company's  common stock, par value $0.01 per share (the
"Common Stock"),  offered pursuant to stock options,  stock appreciation rights,
performance share awards,  restricted stock awards and other stock-based awards,
granted and which may be granted under the Plan,  including the Preferred  Stock
Purchase  Rights  associated  with such Common  Stock (the Common  Stock and its
associated Preferred Stock Purchase Rights, the "Securities").

     I have examined originals or copies,  certified or otherwise  identified to
my satisfaction,  of such documents,  corporate records,  certificates of public
officials  and other  instruments  as I deemed  necessary for the purpose of the
opinion expressed herein.

     On the basis of the  foregoing,  I am of the opinion  that the  Securities,
when sold in accordance with the provisions of the Plan, will be legally issued,
fully paid and non-assessable.

     I consent  to the filing of this  letter as an exhibit to the  Registration
Statement.

                                                        Very truly yours,

                                                        /s/ Thomas B. Martin
                                                        Thomas B. Martin

Enclosures

<PAGE>


                                                               EXHIBIT 23b





            Consent of Independent Registered Public Accounting Firm



The Board of Directors
ESCO Technologies Inc.:

We consent to the use of our reports  dated  November 17, 2003,  with respect to
the consolidated  balance sheets of ESCO  Technologies  Inc. as of September 30,
2003  and  2002,  and  the  related   consolidated   statements  of  operations,
shareholders'  equity,  and cash  flows for each of the years in the  three-year
period ended  September  30, 2003,  and related  financial  statement  schedule,
incorporated  herein by reference in this registration  statement on Form S-8 of
ESCO Technologies Inc.

Our reports  refer to a change in accounting  for goodwill and other  intangible
assets for the year ended  September 30, 2002 and a change in accounting for the
consolidation of variable interest entities on July 1, 2003.


/s/ KPMG LLP
------------
    KPMG LLP


St. Louis, Missouri
August 5, 2004
[{"type": "S-8", "sequence": "1", "filename": "s8aug2004.txt", "description": "S8AUG04", "secsgml_size_bytes": 27045}]
{"company-data": {"conformed-name": "ESCO TECHNOLOGIES INC", "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": "333-117953", "film-number": "04954467"}, "business-address": {"street1": "8888 LADUE RD", "street2": "SUITE 200", "city": "ST LOUIS", "state": "MO", "zip": "63124-2090", "phone": "3142137200"}, "mail-address": {"street1": "8888 LADUE RD", "street2": "SUITE 200", "city": "ST LOUIS", "state": "M0", "zip": "63124-2090"}, "former-company": {"former-conformed-name": "ESCO ELECTRONICS CORP", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on August 5, 2004
                                                  Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                     _______________________________________

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

                             ESCO TECHNOLOGIES INC.
             (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 TECHNOLOGIES INC. 2004 INCENTIVE COMPENSATION PLAN
                            (Full title of the Plan)

                             Alyson S. Barclay, Esq.
                  Vice President, Secretary and General Counsel
                             ESCO Technologies Inc.
                           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    1,000,000        $52.275         $52,275,000        $6,623.24
and 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
     August 2, 2004, 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.
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.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents  filed by ESCO  Technologies  Inc. (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, 2003,  filed pursuant to Section 13(a) of the
               Securities Exchange Act of 1934 (the "1934 Act").

          (2)  The  Company's  Quarterly  Reports  on Form  10-Q for the  fiscal
               quarters  ended  December  31,  2003 and  March 31,  2004,  filed
               pursuant to Section 13(a) of the 1934 Act.

          (3)  The  Company's  Current  Reports on Form 8-K dated  November  20,
               2003,  February 5, 2004,  April 5, 2004 and May 11,  2004,  filed
               pursuant to Section 13 of the 1934 Act.

          (4)  The description of the Company's Common Stock and 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,  as further  amended  under
               cover of Form 10/A on March 3, 2000.

     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

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,  except as  otherwise  provided in the  articles of  incorporation  or the
bylaws,  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, and provided further 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  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 by all members
of the  Board of  Directors  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.

Item 8.           Exhibits.

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

4b.     Amended Certificate of Designation,  Incorporated by reference to Form
        Preferences and Rights of Series A   10-Q for the fiscal quarter ended
        Participating Cumulative Preferred   March 31, 2000 at Exhibit 4(e)
        Stock of the Company

4c.     Specimen Common Stock Certificate    Incorporated by reference to Form
                                             10-Q for the fiscal quarter ended
                                             June 30, 2000 at Exhibit 4(a)

4d.     Specimen Rights Certificate          Incorporated by reference to
                                             Exhibit B to Exhibit 4.1 to Current
                                             Report on Form 8-K dated February
                                             3, 2000

4e.     Rights Agreement, dated as of        Incorporated by reference to
        September 24, 1990 (amended and      Current Report on Form 8-K, dated
        restated as of February 3, 2000)     February 3, 2000, at Exhibit 4.1
        between the Company and Registrar
        and Transfer Company, as successor
        Rights Agent

4f.     Amended and Restated Credit          Incorporated by reference to Form
        Agreement dated as of February       10-Q for the fiscal quarter ended
        28, 2001 among the Company,          March 31, 2001 at Exhibit 4(d)
        Bank of America, N.A.,
        as agent and the lenders listed
        therein

4g.     Amendment No. 1 dated as of April    Incorporated by reference to Form
        5, 2002 to Credit Agreement          10-Q for the fiscal quarter ended
        listed as Exhibit 4(f) above         June 30, 2002, at Exhibit 4(e)

4h.     Amendment No. 2 and Consent          Incorporated by reference to Form
        dated as of September 5, 2003        10-K for the fiscal year ended
        to Credit Agreement listed as        September 30, 2003, at Exhibit 4.6
        Exhibit 4(f) above

4i.     2004 Incentive Compensation Plan     Incorporated by reference to Notice
                                             of Annual Meeting of  Stockholders
                                             and Proxy Statement dated  December
                                             29, 2003, at  Appendix B
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-6)

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  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.

                                   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 August 4, 2004.

                                         ESCO TECHNOLOGIES INC.

                                         By:      /s/G.E. Muenster
                                                  G.E. Muenster, Vice President
                                                  and Chief Financial Officer

                                POWER OF ATTORNEY

               KNOW  ALL  MEN BY  THESE  PRESENTS  that  each  individual  whose
          signature appears below constitutes and appoints G.E.  Muenster,  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/V.L. Richey, Jr.             Chairman, Chief                 August 4, 2004
   V.L. Richey, Jr.             Executive Officer and
                                Director

/s/C.J. Kretschmer              President, Chief                August 4, 2004
   C.J. Kretschmer              Operating Officer and
                                Director

/s/G.E. Muenster                Vice President and Chief        August 4, 2004
   G.E. Muenster                Financial Officer
                                (Principal Accounting
                                Officer)

/s/W.S. Antle III               Director                        August 4, 2004
   W.S. Antle III

/s/J.M. McConnell               Director                        August 4, 2004
   J.M. McConnell

/s/L.W. Solley                  Director                        August 4, 2004
   L.W. Solley

   J.M. Stolze                  Director                        August 4, 2004

/s/D.C. Trauscht                Director                        August 4, 2004
   D.C. Trauscht

/s/J.D. Woods                   Director                        August 4, 2004
   J.D. Woods
INDEX TO EXHIBITS

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

EXHIBIT NO.                             EXHIBIT

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-6)

See Item 8 for a list of exhibits incorporated by reference.
EXHIBIT 5

                                                     August 4, 2004

ESCO Technologies Inc.
8888 Ladue Road, Suite 200
St. Louis, MO  63124

Ladies and Gentlemen:

     I am Assistant Secretary and Associate General Counsel of ESCO Technologies
Inc., a Missouri corporation (the "Company"), and in such capacity I am familiar
with the  Registration  Statement  on Form S-8  (the  "Registration  Statement")
relating to the Company's 2004 Incentive Compensation Plan (the "Plan") to which
this  letter  is filed  as an  exhibit.  The  Registration  Statement  registers
1,000,000  shares of the Company's  common stock, par value $0.01 per share (the
"Common Stock"),  offered pursuant to stock options,  stock appreciation rights,
performance share awards,  restricted stock awards and other stock-based awards,
granted and which may be granted under the Plan,  including the Preferred  Stock
Purchase  Rights  associated  with such Common  Stock (the Common  Stock and its
associated Preferred Stock Purchase Rights, the "Securities").

     I have examined originals or copies,  certified or otherwise  identified to
my satisfaction,  of such documents,  corporate records,  certificates of public
officials  and other  instruments  as I deemed  necessary for the purpose of the
opinion expressed herein.

     On the basis of the  foregoing,  I am of the opinion  that the  Securities,
when sold in accordance with the provisions of the Plan, will be legally issued,
fully paid and non-assessable.

     I consent  to the filing of this  letter as an exhibit to the  Registration
Statement.

                                                        Very truly yours,

                                                        /s/ Thomas B. Martin
                                                        Thomas B. Martin

Enclosures
EXHIBIT 23b

            Consent of Independent Registered Public Accounting Firm

The Board of Directors
ESCO Technologies Inc.:

We consent to the use of our reports  dated  November 17, 2003,  with respect to
the consolidated  balance sheets of ESCO  Technologies  Inc. as of September 30,
2003  and  2002,  and  the  related   consolidated   statements  of  operations,
shareholders'  equity,  and cash  flows for each of the years in the  three-year
period ended  September  30, 2003,  and related  financial  statement  schedule,
incorporated  herein by reference in this registration  statement on Form S-8 of
ESCO Technologies Inc.

Our reports  refer to a change in accounting  for goodwill and other  intangible
assets for the year ended  September 30, 2002 and a change in accounting for the
consolidation of variable interest entities on July 1, 2003.

/s/ KPMG LLP
------------
    KPMG LLP

St. Louis, Missouri
August 5, 2004