<PAGE>  1


Registration No. 33-
------------------------------------------------------------------------------
	     As filed with the Securities and Exchange Commission
			     on March 27, 1995

		     SECURITIES AND EXCHANGE COMMISSION
		           Washington, D.C.  20549

				   FORM S-8
	    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
		      ESTERLINE TECHNOLOGIES CORPORATION
                      ----------------------------------
	      (Exact name of issuer as specified in its charter)

<TABLE>
<S>                                                  <C>
	Delaware					  13-2595091
        --------                                          ----------
  (State or other Jurisdiction	                      (I.R.S. Employer
of incorporation or organization)	             Identification No.)

</TABLE>

	       10800 N.E. 8th Street, Bellevue, Washington  98004
               --------------------------------------------------
                    (Address of Principal Executive Offices)
		ESTERLINE TECHNOLOGIES CORPORATION AMENDED AND
			RESTATED 1987 STOCK OPTION PLAN
                        -------------------------------
			   (Full title of the Plan)

	       ROBERT W. STEVENSON, Executive Vice President and
                             Chief Financial Officer
                       Esterline Technologies Corporation
              10800 N.E. 8th Street, Bellevue, Washington  98004
                                  (206)453-9400
          (Name, address and telephone number of agent for service)
------------------------------------------------------------------------------	

			 CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
<TABLE>
<CAPTION>	
---------------------------------------------------------------------------------------
Title of	  Amount	 Proposed Maximum	Proposed Maximum     Amount of
Securities to	   to be	   Offering Price	   Aggregate	   Registration
be Registered	Registered           Per Share	        Offering Price	        Fee
---------------------------------------------------------------------------------------
<S>             <C>                 <C>                   <C>                 <C>	
Common Stock,
$.20 par value,
subject to
outstanding
options	        85,000 shares	    $12.875(1)	          $1,094,375(1)	      $377.37

Common Stock,
$.20 par value,
not subject to
outstanding
options	       190,000 shares	    $16.125(2)	          $3,063,750(2)	      $1,056.47	
-----------------------------------------------------------------------------------------
</TABLE>
	
(1)	Based upon the exercise prices of options granted as of the date of 
	filing of the registration statement.
(2)	Estimated solely for the purpose of calculating the registration fee 
	pursuant to Rule 457(h) of the Securities Act of 1933.  The calculation
	of the registration fee is based upon a share price of $16.125 which 
	was the average of high and low prices of Esterline Technologies 
	Corporation common stock on March 23, 1995, as reported by the New York
	Stock Exchange, Inc.

				Page 1 of 16 pages
		      Exhibit Index appears at page II-5

<PAGE>  2

				PART II.

	    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    Portions of earlier registration statements, Registration Nos. 33-22322 
and 33-37134, are incorporated herein by reference, as set forth below.

Item 3.	  Incorporation of Documents by Reference.
-------

    The following documents filed by the Company with the Commission are 
hereby incorporated by reference herein:

    (a)  The Company's Annual Report on Form 10-K for its fiscal year ended 
October 31, 1994, filed pursuant to Section 13(a) or 15(d) of the Exchange Act.

    (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the 
Exchange Act since the end of the fiscal year covered by the Company's Annual 
Report referred to in (a) above.

    (c)  The description of the Company's securities contained in the Company's
Registration Statement on Form 8-A.

    (d)  All documents filed by the Company pursuant to Sections 13(a), 13(c), 
14 or 15(d) of the Exchange Act after the date hereof and prior to the 
termination of the offering of the Common Stock pursuant to the Plan described 
herein shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.

Item 4.	  Description of Securities.
-------

Not applicable.

Item 5.	  Interests of Named Experts and Counsel.
-------

Not applicable.

                                   II-1


<PAGE>  3


Item 6.	  Indemnification of Directors and Officers.
-------

    This information is incorporated herein by reference to the section 
entitled "Indemnification" in the Prospectus filed as part of Registration 
No. 33-22322 and to Item 19 of Part II of Registration No. 33-22322.

Item 7.   Exemption from Registration Claimed.
-------

Not applicable.


Item 8.	  Exhibits.
-------
<TABLE>
<CAPTION>


Exhibit Number		Exhibit
--------------          -------
  <S>                   <C>	
   5	                Opinion of Bogle & Gates

  10			Esterline Technologies Corporation Amended and Restated
 			1987 Stock Option Plan

  23.1			Consent of Deloitte & Touche LLP

  23.2			Consent of Bogle & Gates (See Exhibit 5)

  24			Power of Attorney (See page II-3)

</TABLE>

Item 9.	  Undertakings.
-------

    Undertakings (a) and (b) set forth in Item 21 of Part II of Registration 
No. 33-22322 are incorporated herein by reference.

    Undertaking (h) set forth in Item 21 of Part II of Registration 
No. 33-37134 is incorporated herein by reference.

                                 II-2

<PAGE>  4

			   SIGNATURE OF ISSUER

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 City of Bellevue and State of Washington, on this 8th day 
of March, 1995.

					ESTERLINE TECHNOLOGIES CORPORATION

					By	/s/ Robert W. Stevenson
                                                --------------------------
						Robert W. Stevenson
						Executive Vice President
						and Chief Financial Officer,
						Secretary and Treasurer

		SIGNATURES OF OFFICERS AND DIRECTORS
			AND POWER OF ATTORNEY

    Know all persons by these presents, that each person whose signature 
appears below hereby constitutes and appoints Wendell P. Hurlbut and 
Robert W. Stevenson, or either of them, his or her true and lawful 
attorneys-in-fact and agents.  Each is so appointed with full power of 
substitution and resubstitution, for the signator and in the signator's name, 
place and stead, 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 all exhibits thereto and other documents in connection therewith, 
with the Securities and Exchange Commission.  The signator further grants unto 
each of said attorneys-in-fact and agents full power 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 or she might or could do 
in person, hereby ratifying and confirming all that any one or more of said 
attorneys-in-fact and agents or their substitutes may lawfully do or cause to 
be done by virtue hereof.

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

                                 II-3
                                     
<PAGE>  5

<TABLE>

<S>                                     <C>
/s/ Wendell P. Hurlbut			Date:  March 8, 1995	
-------------------------------                ----------------------
Wendell P. Hurlbut, Director,
Chairman of the Board, President
and Chief Executive Officer
(Principal Executive Officer)

/s/ Robert W. Stevenson			Date:  March 8, 1995	
-------------------------------                ----------------------
Robert W. Stevenson, Executive
Vice President and Chief
Financial Officer, Secretary
and Treasurer (Principal
Financial and Accounting
Officer)

/s/ Gilbert W. Anderson			Date:  March 8, 1995	
-------------------------------		       ----------------------
Gilbert W. Anderson, Director

/s/ John F. Clearman			Date:  March 8, 1995
-------------------------------                ----------------------	
John F. Clearman, Director

/s/ Edwin I. Colodny			Date:  March 8, 1995	
-------------------------------                ----------------------
Edwin I. Colodny, Director

/s/ E. John Finn			Date:  March 8, 1995	
-------------------------------                ----------------------
E. John Finn, Director

/s/ Robert F. Goldhammer		Date:  March 8, 1995	
-------------------------------                ----------------------
Robert F. Goldhammer, Director

/s/ Jerome J. Meyer			Date:  March 8, 1995	
-------------------------------                ----------------------
Jerome J. Meyer, Director

/s/ Paul G. Schloemer			Date:  March 8, 1995
-------------------------------                ----------------------	
Paul G. Schloemer, Director


/s/ Malcolm T. Stamper			Date:  March 8, 1995	
-------------------------------                ----------------------
Malcolm T. Stamper, Director

</TABLE>

                                 II-4
<PAGE>  6

			     EXHIBIT INDEX
<TABLE>
<CAPTION>

Exhibit Number			Exhibit					Page
--------------			-------					----
     <S>                        <C>                              	<C>
      5				Opinion of Bogle & Gates	  	 7

     10				Esterline Technologies Corporation
				Amended and Restated 1987
				Stock Option Plan	                 9

     23.1			Consent of Deloitte & Touche LLP	16

     23.2			Consent of Bogle & Gates	         7
		   		(See Exhibit 5)

     24				Power of Attorney	                 4
				(See page II-3)
</TABLE>

                                 II-5
[{"type": "S-8", "sequence": "1", "description": "ESTERLINE TECHNOLOGIES CORPORATION FORM S-8", "secsgml_size_bytes": 10148}]
1

Registration No. 33-
------------------------------------------------------------------------------
	     As filed with the Securities and Exchange Commission
			     on March 27, 1995

		     SECURITIES AND EXCHANGE COMMISSION
		           Washington, D.C.  20549

				   FORM S-8
	    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
		      ESTERLINE TECHNOLOGIES CORPORATION
                      ----------------------------------
	      (Exact name of issuer as specified in its charter)
Delaware					  13-2595091
        --------                                          ----------
  (State or other Jurisdiction	                      (I.R.S. Employer
of incorporation or organization)	             Identification No.)
10800 N.E. 8th Street, Bellevue, Washington  98004
               --------------------------------------------------
                    (Address of Principal Executive Offices)
		ESTERLINE TECHNOLOGIES CORPORATION AMENDED AND
			RESTATED 1987 STOCK OPTION PLAN
                        -------------------------------
			   (Full title of the Plan)

	       ROBERT W. STEVENSON, Executive Vice President and
                             Chief Financial Officer
                       Esterline Technologies Corporation
              10800 N.E. 8th Street, Bellevue, Washington  98004
                                  (206)453-9400
          (Name, address and telephone number of agent for service)
------------------------------------------------------------------------------	

			 CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
Title of	  Amount	 Proposed Maximum	Proposed Maximum     Amount of
Securities to	   to be	   Offering Price	   Aggregate	   Registration
be Registered	Registered           Per Share	        Offering Price	        Fee
---------------------------------------------------------------------------------------
Common Stock,
$.20 par value,
subject to
outstanding
options	        85,000 shares	    $12.875(1)	          $1,094,375(1)	      $377.37

Common Stock,
$.20 par value,
not subject to
outstanding
options	       190,000 shares	    $16.125(2)	          $3,063,750(2)	      $1,056.47	
-----------------------------------------------------------------------------------------
(1)	Based upon the exercise prices of options granted as of the date of 
	filing of the registration statement.
(2)	Estimated solely for the purpose of calculating the registration fee 
	pursuant to Rule 457(h) of the Securities Act of 1933.  The calculation
	of the registration fee is based upon a share price of $16.125 which 
	was the average of high and low prices of Esterline Technologies 
	Corporation common stock on March 23, 1995, as reported by the New York
	Stock Exchange, Inc.

				Page 1 of 16 pages
		      Exhibit Index appears at page II-5
2

				PART II.

	    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    Portions of earlier registration statements, Registration Nos. 33-22322 
and 33-37134, are incorporated herein by reference, as set forth below.

Item 3.	  Incorporation of Documents by Reference.
-------

    The following documents filed by the Company with the Commission are 
hereby incorporated by reference herein:

    (a)  The Company's Annual Report on Form 10-K for its fiscal year ended 
October 31, 1994, filed pursuant to Section 13(a) or 15(d) of the Exchange Act.

    (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the 
Exchange Act since the end of the fiscal year covered by the Company's Annual 
Report referred to in (a) above.

    (c)  The description of the Company's securities contained in the Company's
Registration Statement on Form 8-A.

    (d)  All documents filed by the Company pursuant to Sections 13(a), 13(c), 
14 or 15(d) of the Exchange Act after the date hereof and prior to the 
termination of the offering of the Common Stock pursuant to the Plan described 
herein shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.

Item 4.	  Description of Securities.
-------

Not applicable.

Item 5.	  Interests of Named Experts and Counsel.
-------

Not applicable.

                                   II-1
3

Item 6.	  Indemnification of Directors and Officers.
-------

    This information is incorporated herein by reference to the section 
entitled "Indemnification" in the Prospectus filed as part of Registration 
No. 33-22322 and to Item 19 of Part II of Registration No. 33-22322.

Item 7.   Exemption from Registration Claimed.
-------

Not applicable.

Item 8.	  Exhibits.
-------
Exhibit Number		Exhibit
--------------          -------
5	                Opinion of Bogle & Gates

  10			Esterline Technologies Corporation Amended and Restated
 			1987 Stock Option Plan

  23.1			Consent of Deloitte & Touche LLP

  23.2			Consent of Bogle & Gates (See Exhibit 5)

  24			Power of Attorney (See page II-3)
Item 9.	  Undertakings.
-------

    Undertakings (a) and (b) set forth in Item 21 of Part II of Registration 
No. 33-22322 are incorporated herein by reference.

    Undertaking (h) set forth in Item 21 of Part II of Registration 
No. 33-37134 is incorporated herein by reference.

                                 II-2
4

			   SIGNATURE OF ISSUER

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 City of Bellevue and State of Washington, on this 8th day 
of March, 1995.

					ESTERLINE TECHNOLOGIES CORPORATION

					By	/s/ Robert W. Stevenson
                                                --------------------------
						Robert W. Stevenson
						Executive Vice President
						and Chief Financial Officer,
						Secretary and Treasurer

		SIGNATURES OF OFFICERS AND DIRECTORS
			AND POWER OF ATTORNEY

    Know all persons by these presents, that each person whose signature 
appears below hereby constitutes and appoints Wendell P. Hurlbut and 
Robert W. Stevenson, or either of them, his or her true and lawful 
attorneys-in-fact and agents.  Each is so appointed with full power of 
substitution and resubstitution, for the signator and in the signator's name, 
place and stead, 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 all exhibits thereto and other documents in connection therewith, 
with the Securities and Exchange Commission.  The signator further grants unto 
each of said attorneys-in-fact and agents full power 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 or she might or could do 
in person, hereby ratifying and confirming all that any one or more of said 
attorneys-in-fact and agents or their substitutes may lawfully do or cause to 
be done by virtue hereof.

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

                                 II-3
5
/s/ Wendell P. Hurlbut			Date:  March 8, 1995	
-------------------------------                ----------------------
Wendell P. Hurlbut, Director,
Chairman of the Board, President
and Chief Executive Officer
(Principal Executive Officer)

/s/ Robert W. Stevenson			Date:  March 8, 1995	
-------------------------------                ----------------------
Robert W. Stevenson, Executive
Vice President and Chief
Financial Officer, Secretary
and Treasurer (Principal
Financial and Accounting
Officer)

/s/ Gilbert W. Anderson			Date:  March 8, 1995	
-------------------------------		       ----------------------
Gilbert W. Anderson, Director

/s/ John F. Clearman			Date:  March 8, 1995
-------------------------------                ----------------------	
John F. Clearman, Director

/s/ Edwin I. Colodny			Date:  March 8, 1995	
-------------------------------                ----------------------
Edwin I. Colodny, Director

/s/ E. John Finn			Date:  March 8, 1995	
-------------------------------                ----------------------
E. John Finn, Director

/s/ Robert F. Goldhammer		Date:  March 8, 1995	
-------------------------------                ----------------------
Robert F. Goldhammer, Director

/s/ Jerome J. Meyer			Date:  March 8, 1995	
-------------------------------                ----------------------
Jerome J. Meyer, Director

/s/ Paul G. Schloemer			Date:  March 8, 1995
-------------------------------                ----------------------	
Paul G. Schloemer, Director

/s/ Malcolm T. Stamper			Date:  March 8, 1995	
-------------------------------                ----------------------
Malcolm T. Stamper, Director
II-4
6

			     EXHIBIT INDEX
Exhibit Number			Exhibit					Page
--------------			-------					----
5				Opinion of Bogle & Gates	  	 7

     10				Esterline Technologies Corporation
				Amended and Restated 1987
				Stock Option Plan	                 9

     23.1			Consent of Deloitte & Touche LLP	16

     23.2			Consent of Bogle & Gates	         7
		   		(See Exhibit 5)

     24				Power of Attorney	                 4
				(See page II-3)
II-5