EXHIBIT  5.1  &  23.1
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                                                            December 15, 1995
Curtiss-Wright Corporation
1200 Wall Street West, Suite 501
Lyndhurst, NJ 07071

     Re:  Registration Statement on Form S-8
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Gentlemen:

     I have acted as counsel to Curtiss-Wright Corporation, a Delaware
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-8 (the "Registration Statement") pursuant to the Securities
Act of 1933, as amended, relating to the issuance of common stock and stock
options under the Company's 1995 Long-Term Incentive Plan (the "Plan").  This
opinion is being furnished in response to Item 601 of Regulation S-K and the
instructions to Form S-8.

     I am familiar with the proceedings to date with respect to the proposed
offering and have examined such records, documents and matters of law and
satisfied myself as to such matters of fact as I have considered relevant for
purposes of this opinion.

     On the basis of the foregoing, I am of the opinion that:

     1.   The Company is a corporation duly organized and existing under the
     laws of the State of Delaware and is duly authorized to carry on the
     business in which it is engaged.

     2.   The Plan has been duly and validly authorized and adopted and the
     500,000 shares of common stock of the Company which may be issued and sold
     from time to time upon the exercise of options granted in accordance with
     the Plan or granted as restricted stock have been duly authorized for
     issuance and will, when issued, sold and paid for in accordance with the
     Plan, be validly issued, fully paid and non-assessable.

     I do not purport to cover herein the application of the securities laws of
various states to sales of the shares.

     I hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
                                   Very truly yours,
                                   s/Stephen R. Bosin
                                     Stephen R. Bosin