As filed with the Securities and Exchange Commission on May 6, 1999

                                                  Registration No. 333-_______
==============================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            ----------------------
                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                            ----------------------
                                EDO CORPORATION
            (Exact name of registrant as specified in its charter)

          New York                                             11-0707740
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

                        60 East 42nd Street, Suite 5010
                              New York, NY  10165
                    (Address of Principal Executive Offices
                              including Zip Code)

               EDO CORPORATION COMPENSATION PLAN FOR DIRECTORS;
                  EDO CORPORATION 1997 NON-EMPLOYEE DIRECTOR
                            STOCK OPTION PLAN; AND
                 EDO CORPORATION 1996 LONG-TERM INCENTIVE PLAN
                          (Full titles of the Plans)

                               Marvin D. Genzer
                  Vice President, General Counsel & Secretary
                        60 East 42nd Street, Suite 5010
                              New York, NY  10165
                                (212) 716-2005
           (Name, address and telephone number of agent for service)
==============================================================================

                        CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
                                     Proposed         Proposed
                                      maximum          maximum
Title of                              offering        aggregate     Amount of
securities to       Amount to be     price per         offering   registration
be registered        registered         unit            price          fee

common stock,        850,000(1)      (2)             $5,788,500(2)   $1,609.20
par value
$1.00 per share
("Common Shares")
------------------------------------------------------------------------------

(1) To be offered pursuant to the EDO Corporation Compensation Plan For
Directors (100,000 shares); the EDO Corporation 1997 Non-Employee Director
Stock Option Plan (150,000 shares); and the EDO Corporation 1996 Long-Term
Incentive Plan (600,000 shares) (collectively, the "Plans").  Any Common Shares
previously registered for delivery pursuant to EDO Corporation's 1980, 1985 and
1988 Stock Option Plans and/or EDO Corporation's 1983 and 1988 Long-Term
Incentive Plans which are subsequently forfeited or not issued due to the
expiration, termination or cancellation of awards under such plans will become
available for delivery under the EDO Corporation 1996 Long-Term Incentive Plan.
Such indeterminable number of additional shares as may be distributed by the
operation of the recapitalization provisions of the Plans is hereby also
registered.

(2) Computed pursuant to Rule 457(h) solely for the purpose of determining the
registration fee, based upon an assumed price of $6.81 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 4, 1999.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

Incorporated by reference in this Registration Statement are the following
documents heretofore filed by EDO Corporation (the "Company") with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"):

    (a) The Company's latest annual report filed pursuant to Sections 13(a) or
    15(d) of the Exchange Act;

    (b) All other reports filed by the Company pursuant to Section 13(a) or
    15(d) of the Exchange Act since the end of the fiscal year covered by the
    annual report referred to in (a) above; and

    (c) The description of the Company's common stock, par value $1.00 per
    share (the "Common Shares"), contained in a registration statement filed
    under the Exchange Act, and any amendment or report filed for the purpose
    of updating such description.

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

Item 4. Description of Securities

Not applicable.

Item 5.Interests of Named Experts and Counsel

None.

Item 6.Indemnification of Directors and Officers

Article Eighth of the Company's Certificate of Incorporation contains the
following provisions:

    EIGHTH:  No director of the Corporation shall be liable to the Corporation
    or its shareholders for damages for any breach of duty in such capacity,
    provided that nothing contained in this Article EIGHTH shall eliminate or
    limit:

        (a) the liability of any director if a judgment or other final
        adjudication adverse to such director establishes that his or her acts
        or omissions were in bad faith or involved intentional misconduct or a
        knowing violation of law or that such director personally gained in
        fact a financial profit or other advantage to which such director was
        not legally entitled or that his or her acts violated section 719 of
        the Business Corporation Law of the State of New York; or

        (b) the liability of any director for any act or omission prior to the
        adoption of the amendment to this Certificate of Incorporation that
        included this Article EIGHTH.

Article IX of the By-Laws of the Company contains the following provisions:

    Section 9.01.  Indemnification--Third Party and Derivative Actions.

    (a) The Company shall indemnify any person made, or threatened to be made,
    a party to an action or proceeding (other than one by or in the right of
    the Company to procure a judgment in its favor), whether civil or criminal,
    including an action by or in the right of any other corporation of any type
    or kind, domestic or foreign, or any partnership, joint venture, trust,
    employee benefit plan or other enterprise, which any director or officer of
    the Company served in any capacity at the request of the Company, by reason
    of the fact that he, his testator or intestate, was a director or officer
    of the Company, or served such other corporation, partnership, joint
    venture, trust, employee benefit plan or other enterprise in any capacity,
    against judgments, fines, amounts paid in settlement and reasonable
    expenses, including attorneys' fees actually and necessarily incurred as a
    result of such action or proceeding, or any appeal therein, 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 for any other corporation or
    any partnership, joint venture, trust, employee benefit plan or other
    enterprise, not opposed to, the best interests of the Company and, in
    criminal actions or proceedings, in addition, had no reasonable cause to
    believe that his conduct was unlawful.

    (b) The termination of any such civil or criminal action or proceeding by
    judgment, settlement, conviction or upon a plea of nolo contendere, or its
    equivalent, shall not in itself create a presumption that any such director
    or officer did not act, in good faith, for a purpose which he reasonably
    believed to be in, or, in the case of service for any other corporation or
    any partnership, joint venture, trust, employee benefit plan or other
    enterprise, not opposed to, the best interests of the Company or that he
    had reasonable cause to believe that his conduct was unlawful.

    (c) The Company shall indemnify any person made, or threatened to be made,
    a party to an action by or in the right of the Company to procure a
    judgment in its favor by reason of the fact that he, his testator or
    intestate, is or was a director or officer of the Company, or is or was
    serving at the request of the Company as a director or officer of any other
    corporation of any type or kind, domestic or foreign, of any partnership,
    joint venture, trust, employee benefit plan or other enterprise, 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, or in connection with an appeal
    therein, 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 for any
    other corporation or any partnership, joint venture, trust, employee
    benefit plan or other enterprise, not opposed to, the best interests of the
    Company, except that no indemnification under this subparagraph (c) shall
    be made in respect of (1) a threatened action, or a pending action which is
    settled or otherwise disposed of, or (2) any claim, issue or matter as to
    which such person shall have been adjudged to be liable to the Company,
    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 jurisdiction,
    determines upon application that, in view of all the circumstances of the
    case, the person is fairly and reasonably entitled to indemnity for such
    portion of the settlement amount and expenses as the court deems proper.

    (d) For the purpose of this Section 1, the Company shall be deemed to have
    requested a person to serve an employee benefit plan where the performance
    by such person of his duties to the Company also imposes duties on, or
    otherwise involves services by, such person to the plan or participants or
    beneficiaries of the plan; excise taxes assessed on a person with respect
    to an employee benefit plan pursuant to applicable law shall be considered
    fines; and action taken or omitted by a person with respect to an employee
    benefit plan in the performance of such person's duties for a purpose
    reasonably believed by such person to be in the interest of the
    participants and beneficiaries of the plan shall be deemed to be for a
    purpose which is not opposed to the best interests of the Company.  [Sec.
    722]

    Section 9.02.  Payment of Indemnification; Repayment.

    (a) A person who has been successful, on the merits or otherwise, in the
    defense of a civil or criminal action or proceeding of the character
    described in Section 1 of this Article shall be entitled to indemnification
    as authorized in such Section.

    (b) Except as provided in the foregoing sentence, any indemnification under
    Section 1 of this Article, unless ordered by a court under Section 724 of
    the New York Business Corporation Law as from time to time amended, shall
    be made by the Company, only if authorized in the specific case:

        (1) by the Board of Directors acting by a quorum consisting of
        directors who are not parties to such action or proceeding upon a
        finding that the director or officer has met the standard of conduct
        set forth in Section 1 of this Article or otherwise established by the
        Company pursuant to the last sentence of Section 4 of this Article; or

        (2) if a quorum under the foregoing subparagraph (1) is not obtainable
        or, even if obtainable, a quorum of disinterested directors so directs:

            (i) by the Board of Directors upon the opinion in writing of
            independent legal counsel that indemnification is proper in the
            circumstances because the applicable standard of conduct set forth
            in such Section 1 of this Article or otherwise established by the
            Company pursuant to the last sentence of Section 4 of this Article
            has been met by such director or officer, or

            (ii) by the shareholders upon a finding that the director or
            officer has met such applicable standard of conduct.

    (c) Expenses incurred in defending a civil or criminal action or proceeding
    shall be paid by the Company in advance of the final disposition of such
    action or proceeding upon receipt of an undertaking by or on behalf of such
    director or officer to repay such amount as, and to the extent, required by
    Section 2(d) of this Article.

    (d) All expenses incurred in defending a civil or criminal action or
    proceeding which are advanced by the Company under this Article or allowed
    by a court shall be repaid in case the person receiving such advancement or
    allowance is ultimately found, under the procedure set forth in this
    Article, not to be entitled to indemnification or, where indemnity is
    granted, to the extent the expenses so advanced by the Company or allowed
    by the court exceed the indemnification to which he is entitled.  [Secs.
    723,725(a)]

    Section 9.03.  Procedure for Indemnification.  Any indemnification of a
    director or officer of the Company under Section 1, or advance of costs,
    charges and expenses under Section 2(c) of this Article, shall be made
    promptly, and in any event within 60 days, upon the written request of the
    director or officer.  The right to indemnification or advances as granted
    by this Article shall be enforceable by the director or officer in any
    court of competent jurisdiction if the Company denies such request, in
    whole or in part, or if no disposition thereof is made within 60 days.
    Such person's costs and expenses incurred in connection with successfully
    establishing his right to indemnification, in whole or in part, in any such
    action shall also be indemnified by the Company.  It shall be a defense to
    any such action (other than an action brought to enforce a claim for the
    advance of costs, charges and expenses under Section 2(c) of this Article
    where the required undertaking, if any, has been received by the Company)
    that the claimant has not met the standard of conduct set forth in Section
    1 of this Article or otherwise established by the Company pursuant to the
    last sentence of Section 4 of this Article, but the burden of proving such
    defense shall be on the Company.  Neither the failure of the Company
    (including its Board of Directors, its independent legal counsel, and its
    stockholders), to have made a determination prior to the commencement of
    such action that indemnification of the claimant is proper in the
    circumstances because he has met the applicable standard of conduct set
    forth in Section 1 of this Article or otherwise established by the Company
    pursuant to the last sentence of Section 4 of this Article, nor the fact
    that there has been an actual determination by the Company (including its
    Board of Directors, its independent legal counsel, and its stockholders)
    that the claimant has not met such applicable standard of conduct, shall be
    a defense to the action or create a presumption that the claimant has not
    met the applicable standard of conduct.

    Section 9.04.  Survival; Preservation of Other Rights.  The foregoing
    indemnification provisions shall be deemed to be a contract between the
    Company and each director and officer (and each director and officer of any
    of its subsidiaries) who serves in such capacity at any time while these
    provisions as well as the relevant provisions of the New York Business
    Corporation Law are in effect and any repeal or modification thereof shall
    not affect any right or obligation then existing with respect to any state
    of facts then or previously existing or any action, suit, or proceeding
    previously or thereafter brought or threatened based in whole or in part
    upon any such state of facts.  Such a "contract right" may not be modified
    retroactively without the consent of such director or officer.  The
    indemnification provided by this Article shall not be deemed exclusive of
    any other rights to which those indemnified may be entitled under any
    by-law, agreement, vote of stockholders or directors or otherwise, both as
    to act ion in his official capacity and as to action in another capacity
    while holding such office, and shall continue as to a person who has ceased
    to be a director or officer and shall inure to the benefit of the heirs,
    executors and administrator of such a person.  The Company is hereby
    authorized to provide further indemnification if it deems it advisable by
    resolution of shareholders or directors or by agreement.  [Sec. 721]

    Section 9.05.  Savings Clause.  If this Article or any portion hereof shall
    be invalidated on any ground by any court of competent jurisdiction, then
    the Company shall nevertheless indemnify each director or officer of the
    Company as to costs, charges and expenses (including attorneys' fees),
    judgments, fines and amounts paid in settlement with respect to any action,
    suit or proceeding, whether civil, criminal, administrative or
    investigative, including an action by or in the right of the Company, to
    the full extent permitted by any applicable portion of this Article that
    shall not have been invalidated and to the full extent permitted by
    applicable law.

In general, Sections 721 through 726 of the New York Business Corporation Law
allow a corporation to indemnify its directors and officers, subject to
limitations substantially similar to those contained in the Company's By-Laws
as summarized above, and to advance expenses incurred by directors and officers
in defending proceedings brought against them in such capacity.

The Company has entered into indemnity agreements with several of its officers
and directors which are intended to extend to such officers and directors
indemnification to the greatest extent permissible under applicable law, the
Company's Certificate of Incorporation, and the Company's By-Laws (See Exhibit
99.4 hereto).  The Company also maintains, at its expense, insurance policies
which insure its directors and officers (up to certain amounts per year and
subject to certain exclusions and deductions) against certain liabilities which
may be incurred in those capacities.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in such Act and is therefore unenforceable.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8.Exhibits

An Exhibit Index, containing a list of all exhibits filed with this
Registration Statement, is included on pages 12-13.

Item 9.Undertakings

(a) Rule 415 Offering.  The undersigned Registrant hereby undertakes:

    (1) To file, during any period in which it offers or sells securities, a
    post-effective amendment to this Registration Statement to:

        (i) include any Prospectus required by Section 10(a)(3) of the
        Securities Act, unless the information is contained in periodic reports
        filed by the Registrant pursuant to section 13 or section 15(d) of the
        Exchange Act that are incorporated by reference in the Registration
        Statement;

        (ii) 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, unless the information is contained in
        periodic reports filed by the Registrant pursuant to Section 13 or
        Section 15(d) of the Exchange Act that are incorporated by reference in
        the Registration Statement;

        (iii) 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, 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 file a post-effective amendment to remove from registration any of
    the securities being registered which remain unsold at the termination of
    the offering.

(b) Subsequent Exchange Act Documents.  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
section 15(d) of the Exchange Act (and, where applicable, 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.

(c) Indemnification.  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 Securities and
Exchange 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.

                                  SIGNATURES

The Registrant.  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 New York, State of New York on the 27 day of
July, 1998.

                                        EDO CORPORATION

                                    By: /s/Kenneth A. Paladino
                                        --------------------------------------
                                        Kenneth A. Paladino
                                        Vice President - Finance and Treasurer


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.

Signatures                              Title                         Date

/s/ Frank A. Fariello        Chairman of the Board, Chief        July 27, 1998
-----------------------      Executive Officer and Director
Frank A. Fariello            (Principal Executive Officer)

/s/ Kenneth A. Paladino      Vice President-Finance              July 27, 1998
-----------------------      and Treasurer
Kenneth A. Paladino          (Principal Financial Officer)

/s/ Effie Pavlou             Controller                          July 27, 1998
-----------------------
Effie Pavlou

*                            Director                            July 27, 1998
-----------------------
Robert E. Allen

*                            Director                            July 27, 1998
-----------------------
Robert Alvine

*                            Director                            July 27, 1998
-----------------------
Mellon C. Baird

*                            Director                            July 27, 1998
-----------------------
George M. Ball

*                            Director                            July 27, 1998
-----------------------
Joseph F. Engelberger

*                            Director                            July 27, 1998
-----------------------
Robert M. Hanisee

*                            Director                            July 27, 1998
-----------------------
Michael J. Hegarty

*                            Director                            July 27, 1998
-----------------------
George A. Strutz, Jr.

                                                *By: /s/ Kenneth A. Paladino
                                                     -------------------------
                                                     Kenneth A. Paladino
                                                     Attorney-in-Fact

                               INDEX TO EXHIBITS

Exhibit No.                Description of Exhibit


4.1           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 fiuscal year ended
              December 31, 1998).

4.2           By-Laws of the Company (incorporated by reference to Exhibit
              3(ii) to the Company's Annual Report on Form 10-K for the fiscal
              year ended December 31, 1996).

4.3           Loan Agreement, dated as of September 9, 1998, between Mellon
              Bank, NA., et al and EDO Corporation. Incorporated by reference
              to Exhibit 4(A) to the Company's Quarterly Report on Form 10-Q
              for the quarter ended September 26, 1998.

5             Opinion of Debevoise & Plimpton (filed herewith).

23.1          Consent of KPMG LLP (filed herewith).

23.2          Consent of Debevoise & Plimpton (included in Exhibit 5).

24            Powers of Attorney (filed herewith).

99.1          The Company's Compensation Plan For Directors (incorporated by
              reference to Exhibit 3(g) to the Company's Annual Report on
              Form 10-K for the fiscal year ended December 31, 1998).

99.2          The Company's 1997 Non-Employee Director Stock Option Plan
              (incorporated by reference to Appendix A to the Company's
              Definitive Proxy Statement dated March 21, 1997).

99.3          The Company's 1996 Long-Term Incentive Plan (incorporated by
              reference to Appendix A to the Company's Definitive Proxy
              Statement dated March 22, 1996).

99.4          Form of Directors' and Officers' Indemnification Agreements
              between the Company and 14 current Company directors and
              officers (incorporated by reference to Exhibit 10(d) to the
              Company's Annual Report on Form 10-K for the fiscal year ended
              December 31, 1996).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT - COMPENSATION PLAN FOR DIRECTORS", "secsgml_size_bytes": 28723}]
{"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": "333-77865", "film-number": "99611962"}, "business-address": {"street1": "60 EAST 42ND STREET", "street2": "SUITE 5010", "city": "NEW YORK", "state": "NY", "zip": "10165", "phone": "212-716-2000"}, "mail-address": {"street1": "14 04 111TH ST", "city": "COLLEGE POINT", "state": "NY", "zip": "11356-1434"}}
As filed with the Securities and Exchange Commission on May 6, 1999

                                                  Registration No. 333-_______
==============================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            ----------------------
                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                            ----------------------
                                EDO CORPORATION
            (Exact name of registrant as specified in its charter)

          New York                                             11-0707740
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

                        60 East 42nd Street, Suite 5010
                              New York, NY  10165
                    (Address of Principal Executive Offices
                              including Zip Code)

               EDO CORPORATION COMPENSATION PLAN FOR DIRECTORS;
                  EDO CORPORATION 1997 NON-EMPLOYEE DIRECTOR
                            STOCK OPTION PLAN; AND
                 EDO CORPORATION 1996 LONG-TERM INCENTIVE PLAN
                          (Full titles of the Plans)

                               Marvin D. Genzer
                  Vice President, General Counsel & Secretary
                        60 East 42nd Street, Suite 5010
                              New York, NY  10165
                                (212) 716-2005
           (Name, address and telephone number of agent for service)
==============================================================================

                        CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
                                     Proposed         Proposed
                                      maximum          maximum
Title of                              offering        aggregate     Amount of
securities to       Amount to be     price per         offering   registration
be registered        registered         unit            price          fee

common stock,        850,000(1)      (2)             $5,788,500(2)   $1,609.20
par value
$1.00 per share
("Common Shares")
------------------------------------------------------------------------------

(1) To be offered pursuant to the EDO Corporation Compensation Plan For
Directors (100,000 shares); the EDO Corporation 1997 Non-Employee Director
Stock Option Plan (150,000 shares); and the EDO Corporation 1996 Long-Term
Incentive Plan (600,000 shares) (collectively, the "Plans").  Any Common Shares
previously registered for delivery pursuant to EDO Corporation's 1980, 1985 and
1988 Stock Option Plans and/or EDO Corporation's 1983 and 1988 Long-Term
Incentive Plans which are subsequently forfeited or not issued due to the
expiration, termination or cancellation of awards under such plans will become
available for delivery under the EDO Corporation 1996 Long-Term Incentive Plan.
Such indeterminable number of additional shares as may be distributed by the
operation of the recapitalization provisions of the Plans is hereby also
registered.

(2) Computed pursuant to Rule 457(h) solely for the purpose of determining the
registration fee, based upon an assumed price of $6.81 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 4, 1999.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

Incorporated by reference in this Registration Statement are the following
documents heretofore filed by EDO Corporation (the "Company") with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"):

    (a) The Company's latest annual report filed pursuant to Sections 13(a) or
    15(d) of the Exchange Act;

    (b) All other reports filed by the Company pursuant to Section 13(a) or
    15(d) of the Exchange Act since the end of the fiscal year covered by the
    annual report referred to in (a) above; and

    (c) The description of the Company's common stock, par value $1.00 per
    share (the "Common Shares"), contained in a registration statement filed
    under the Exchange Act, and any amendment or report filed for the purpose
    of updating such description.

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

Item 4. Description of Securities

Not applicable.

Item 5.Interests of Named Experts and Counsel

None.

Item 6.Indemnification of Directors and Officers

Article Eighth of the Company's Certificate of Incorporation contains the
following provisions:

    EIGHTH:  No director of the Corporation shall be liable to the Corporation
    or its shareholders for damages for any breach of duty in such capacity,
    provided that nothing contained in this Article EIGHTH shall eliminate or
    limit:

        (a) the liability of any director if a judgment or other final
        adjudication adverse to such director establishes that his or her acts
        or omissions were in bad faith or involved intentional misconduct or a
        knowing violation of law or that such director personally gained in
        fact a financial profit or other advantage to which such director was
        not legally entitled or that his or her acts violated section 719 of
        the Business Corporation Law of the State of New York; or

        (b) the liability of any director for any act or omission prior to the
        adoption of the amendment to this Certificate of Incorporation that
        included this Article EIGHTH.

Article IX of the By-Laws of the Company contains the following provisions:

    Section 9.01.  Indemnification--Third Party and Derivative Actions.

    (a) The Company shall indemnify any person made, or threatened to be made,
    a party to an action or proceeding (other than one by or in the right of
    the Company to procure a judgment in its favor), whether civil or criminal,
    including an action by or in the right of any other corporation of any type
    or kind, domestic or foreign, or any partnership, joint venture, trust,
    employee benefit plan or other enterprise, which any director or officer of
    the Company served in any capacity at the request of the Company, by reason
    of the fact that he, his testator or intestate, was a director or officer
    of the Company, or served such other corporation, partnership, joint
    venture, trust, employee benefit plan or other enterprise in any capacity,
    against judgments, fines, amounts paid in settlement and reasonable
    expenses, including attorneys' fees actually and necessarily incurred as a
    result of such action or proceeding, or any appeal therein, 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 for any other corporation or
    any partnership, joint venture, trust, employee benefit plan or other
    enterprise, not opposed to, the best interests of the Company and, in
    criminal actions or proceedings, in addition, had no reasonable cause to
    believe that his conduct was unlawful.

    (b) The termination of any such civil or criminal action or proceeding by
    judgment, settlement, conviction or upon a plea of nolo contendere, or its
    equivalent, shall not in itself create a presumption that any such director
    or officer did not act, in good faith, for a purpose which he reasonably
    believed to be in, or, in the case of service for any other corporation or
    any partnership, joint venture, trust, employee benefit plan or other
    enterprise, not opposed to, the best interests of the Company or that he
    had reasonable cause to believe that his conduct was unlawful.

    (c) The Company shall indemnify any person made, or threatened to be made,
    a party to an action by or in the right of the Company to procure a
    judgment in its favor by reason of the fact that he, his testator or
    intestate, is or was a director or officer of the Company, or is or was
    serving at the request of the Company as a director or officer of any other
    corporation of any type or kind, domestic or foreign, of any partnership,
    joint venture, trust, employee benefit plan or other enterprise, 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, or in connection with an appeal
    therein, 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 for any
    other corporation or any partnership, joint venture, trust, employee
    benefit plan or other enterprise, not opposed to, the best interests of the
    Company, except that no indemnification under this subparagraph (c) shall
    be made in respect of (1) a threatened action, or a pending action which is
    settled or otherwise disposed of, or (2) any claim, issue or matter as to
    which such person shall have been adjudged to be liable to the Company,
    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 jurisdiction,
    determines upon application that, in view of all the circumstances of the
    case, the person is fairly and reasonably entitled to indemnity for such
    portion of the settlement amount and expenses as the court deems proper.

    (d) For the purpose of this Section 1, the Company shall be deemed to have
    requested a person to serve an employee benefit plan where the performance
    by such person of his duties to the Company also imposes duties on, or
    otherwise involves services by, such person to the plan or participants or
    beneficiaries of the plan; excise taxes assessed on a person with respect
    to an employee benefit plan pursuant to applicable law shall be considered
    fines; and action taken or omitted by a person with respect to an employee
    benefit plan in the performance of such person's duties for a purpose
    reasonably believed by such person to be in the interest of the
    participants and beneficiaries of the plan shall be deemed to be for a
    purpose which is not opposed to the best interests of the Company.  [Sec.
    722]

    Section 9.02.  Payment of Indemnification; Repayment.

    (a) A person who has been successful, on the merits or otherwise, in the
    defense of a civil or criminal action or proceeding of the character
    described in Section 1 of this Article shall be entitled to indemnification
    as authorized in such Section.

    (b) Except as provided in the foregoing sentence, any indemnification under
    Section 1 of this Article, unless ordered by a court under Section 724 of
    the New York Business Corporation Law as from time to time amended, shall
    be made by the Company, only if authorized in the specific case:

        (1) by the Board of Directors acting by a quorum consisting of
        directors who are not parties to such action or proceeding upon a
        finding that the director or officer has met the standard of conduct
        set forth in Section 1 of this Article or otherwise established by the
        Company pursuant to the last sentence of Section 4 of this Article; or

        (2) if a quorum under the foregoing subparagraph (1) is not obtainable
        or, even if obtainable, a quorum of disinterested directors so directs:

            (i) by the Board of Directors upon the opinion in writing of
            independent legal counsel that indemnification is proper in the
            circumstances because the applicable standard of conduct set forth
            in such Section 1 of this Article or otherwise established by the
            Company pursuant to the last sentence of Section 4 of this Article
            has been met by such director or officer, or

            (ii) by the shareholders upon a finding that the director or
            officer has met such applicable standard of conduct.

    (c) Expenses incurred in defending a civil or criminal action or proceeding
    shall be paid by the Company in advance of the final disposition of such
    action or proceeding upon receipt of an undertaking by or on behalf of such
    director or officer to repay such amount as, and to the extent, required by
    Section 2(d) of this Article.

    (d) All expenses incurred in defending a civil or criminal action or
    proceeding which are advanced by the Company under this Article or allowed
    by a court shall be repaid in case the person receiving such advancement or
    allowance is ultimately found, under the procedure set forth in this
    Article, not to be entitled to indemnification or, where indemnity is
    granted, to the extent the expenses so advanced by the Company or allowed
    by the court exceed the indemnification to which he is entitled.  [Secs.
    723,725(a)]

    Section 9.03.  Procedure for Indemnification.  Any indemnification of a
    director or officer of the Company under Section 1, or advance of costs,
    charges and expenses under Section 2(c) of this Article, shall be made
    promptly, and in any event within 60 days, upon the written request of the
    director or officer.  The right to indemnification or advances as granted
    by this Article shall be enforceable by the director or officer in any
    court of competent jurisdiction if the Company denies such request, in
    whole or in part, or if no disposition thereof is made within 60 days.
    Such person's costs and expenses incurred in connection with successfully
    establishing his right to indemnification, in whole or in part, in any such
    action shall also be indemnified by the Company.  It shall be a defense to
    any such action (other than an action brought to enforce a claim for the
    advance of costs, charges and expenses under Section 2(c) of this Article
    where the required undertaking, if any, has been received by the Company)
    that the claimant has not met the standard of conduct set forth in Section
    1 of this Article or otherwise established by the Company pursuant to the
    last sentence of Section 4 of this Article, but the burden of proving such
    defense shall be on the Company.  Neither the failure of the Company
    (including its Board of Directors, its independent legal counsel, and its
    stockholders), to have made a determination prior to the commencement of
    such action that indemnification of the claimant is proper in the
    circumstances because he has met the applicable standard of conduct set
    forth in Section 1 of this Article or otherwise established by the Company
    pursuant to the last sentence of Section 4 of this Article, nor the fact
    that there has been an actual determination by the Company (including its
    Board of Directors, its independent legal counsel, and its stockholders)
    that the claimant has not met such applicable standard of conduct, shall be
    a defense to the action or create a presumption that the claimant has not
    met the applicable standard of conduct.

    Section 9.04.  Survival; Preservation of Other Rights.  The foregoing
    indemnification provisions shall be deemed to be a contract between the
    Company and each director and officer (and each director and officer of any
    of its subsidiaries) who serves in such capacity at any time while these
    provisions as well as the relevant provisions of the New York Business
    Corporation Law are in effect and any repeal or modification thereof shall
    not affect any right or obligation then existing with respect to any state
    of facts then or previously existing or any action, suit, or proceeding
    previously or thereafter brought or threatened based in whole or in part
    upon any such state of facts.  Such a "contract right" may not be modified
    retroactively without the consent of such director or officer.  The
    indemnification provided by this Article shall not be deemed exclusive of
    any other rights to which those indemnified may be entitled under any
    by-law, agreement, vote of stockholders or directors or otherwise, both as
    to act ion in his official capacity and as to action in another capacity
    while holding such office, and shall continue as to a person who has ceased
    to be a director or officer and shall inure to the benefit of the heirs,
    executors and administrator of such a person.  The Company is hereby
    authorized to provide further indemnification if it deems it advisable by
    resolution of shareholders or directors or by agreement.  [Sec. 721]

    Section 9.05.  Savings Clause.  If this Article or any portion hereof shall
    be invalidated on any ground by any court of competent jurisdiction, then
    the Company shall nevertheless indemnify each director or officer of the
    Company as to costs, charges and expenses (including attorneys' fees),
    judgments, fines and amounts paid in settlement with respect to any action,
    suit or proceeding, whether civil, criminal, administrative or
    investigative, including an action by or in the right of the Company, to
    the full extent permitted by any applicable portion of this Article that
    shall not have been invalidated and to the full extent permitted by
    applicable law.

In general, Sections 721 through 726 of the New York Business Corporation Law
allow a corporation to indemnify its directors and officers, subject to
limitations substantially similar to those contained in the Company's By-Laws
as summarized above, and to advance expenses incurred by directors and officers
in defending proceedings brought against them in such capacity.

The Company has entered into indemnity agreements with several of its officers
and directors which are intended to extend to such officers and directors
indemnification to the greatest extent permissible under applicable law, the
Company's Certificate of Incorporation, and the Company's By-Laws (See Exhibit
99.4 hereto).  The Company also maintains, at its expense, insurance policies
which insure its directors and officers (up to certain amounts per year and
subject to certain exclusions and deductions) against certain liabilities which
may be incurred in those capacities.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in such Act and is therefore unenforceable.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8.Exhibits

An Exhibit Index, containing a list of all exhibits filed with this
Registration Statement, is included on pages 12-13.

Item 9.Undertakings

(a) Rule 415 Offering.  The undersigned Registrant hereby undertakes:

    (1) To file, during any period in which it offers or sells securities, a
    post-effective amendment to this Registration Statement to:

        (i) include any Prospectus required by Section 10(a)(3) of the
        Securities Act, unless the information is contained in periodic reports
        filed by the Registrant pursuant to section 13 or section 15(d) of the
        Exchange Act that are incorporated by reference in the Registration
        Statement;

        (ii) 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, unless the information is contained in
        periodic reports filed by the Registrant pursuant to Section 13 or
        Section 15(d) of the Exchange Act that are incorporated by reference in
        the Registration Statement;

        (iii) 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, 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 file a post-effective amendment to remove from registration any of
    the securities being registered which remain unsold at the termination of
    the offering.

(b) Subsequent Exchange Act Documents.  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
section 15(d) of the Exchange Act (and, where applicable, 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.

(c) Indemnification.  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 Securities and
Exchange 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.

                                  SIGNATURES

The Registrant.  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 New York, State of New York on the 27 day of
July, 1998.

                                        EDO CORPORATION

                                    By: /s/Kenneth A. Paladino
                                        --------------------------------------
                                        Kenneth A. Paladino
                                        Vice President - Finance and Treasurer

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.

Signatures                              Title                         Date

/s/ Frank A. Fariello        Chairman of the Board, Chief        July 27, 1998
-----------------------      Executive Officer and Director
Frank A. Fariello            (Principal Executive Officer)

/s/ Kenneth A. Paladino      Vice President-Finance              July 27, 1998
-----------------------      and Treasurer
Kenneth A. Paladino          (Principal Financial Officer)

/s/ Effie Pavlou             Controller                          July 27, 1998
-----------------------
Effie Pavlou

*                            Director                            July 27, 1998
-----------------------
Robert E. Allen

*                            Director                            July 27, 1998
-----------------------
Robert Alvine

*                            Director                            July 27, 1998
-----------------------
Mellon C. Baird

*                            Director                            July 27, 1998
-----------------------
George M. Ball

*                            Director                            July 27, 1998
-----------------------
Joseph F. Engelberger

*                            Director                            July 27, 1998
-----------------------
Robert M. Hanisee

*                            Director                            July 27, 1998
-----------------------
Michael J. Hegarty

*                            Director                            July 27, 1998
-----------------------
George A. Strutz, Jr.

                                                *By: /s/ Kenneth A. Paladino
                                                     -------------------------
                                                     Kenneth A. Paladino
                                                     Attorney-in-Fact

                               INDEX TO EXHIBITS

Exhibit No.                Description of Exhibit

4.1           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 fiuscal year ended
              December 31, 1998).

4.2           By-Laws of the Company (incorporated by reference to Exhibit
              3(ii) to the Company's Annual Report on Form 10-K for the fiscal
              year ended December 31, 1996).

4.3           Loan Agreement, dated as of September 9, 1998, between Mellon
              Bank, NA., et al and EDO Corporation. Incorporated by reference
              to Exhibit 4(A) to the Company's Quarterly Report on Form 10-Q
              for the quarter ended September 26, 1998.

5             Opinion of Debevoise & Plimpton (filed herewith).

23.1          Consent of KPMG LLP (filed herewith).

23.2          Consent of Debevoise & Plimpton (included in Exhibit 5).

24            Powers of Attorney (filed herewith).

99.1          The Company's Compensation Plan For Directors (incorporated by
              reference to Exhibit 3(g) to the Company's Annual Report on
              Form 10-K for the fiscal year ended December 31, 1998).

99.2          The Company's 1997 Non-Employee Director Stock Option Plan
              (incorporated by reference to Appendix A to the Company's
              Definitive Proxy Statement dated March 21, 1997).

99.3          The Company's 1996 Long-Term Incentive Plan (incorporated by
              reference to Appendix A to the Company's Definitive Proxy
              Statement dated March 22, 1996).

99.4          Form of Directors' and Officers' Indemnification Agreements
              between the Company and 14 current Company directors and
              officers (incorporated by reference to Exhibit 10(d) to the
              Company's Annual Report on Form 10-K for the fiscal year ended
              December 31, 1996).