UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(MARK ONE)

(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2008

                                       OR

(    )  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(D) OF THE  SECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO ______

     COMMISSION FILE NUMBER 1-10596

                             ESCO TECHNOLOGIES INC.

             (Exact name of registrant as specified in its charter)


MISSOURI                                                        43-1554045
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                         Identification No.)

9900A CLAYTON ROAD
ST. LOUIS, MISSOURI                                             63124-1186
(Address of principal executive offices)                        (Zip Code)

                                 (314) 213-7200
              (Registrant's telephone number, including area code)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant  was required to file such  reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes X       No
   ----        ----

     Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated  filer, a non-accelerated  filer or a smaller reporting  company.
See the  definitions  of "large  accelerated  filer",  "accelerated  filer"  and
"smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large acceleratedfiler  X          Accelerated  filer
                      -----                                     -----
Non-accelerated filer              Smaller  reporting  company
                      -----                                     -----

     Indicate  by check mark  whether  the  registrant  is a shell  company  (as
defined in Rule 12b-2 of the Exchange Act).

Yes        No   X
    ----      -----

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

                Class                          Outstanding at January 31, 2009
- --------------------------------------         -------------------------------
Common stock, $.01 par value per share              26,176,558 shares



PART I.  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                     ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                (Dollars in thousands, except per share amounts)

                                                     Three Months Ended
                                                        December 31,
                                                        ------------


                                                  2008           2007
                                                  ----           ----


Net sales                                       $ 149,171        134,957
Costs and expenses:
   Cost of sales                                   93,561         84,012
   Selling, general and administrative             40,054         33,510
   expenses
   Amortization of intangible assets                4,734          3,597
   Interest expense, net                            2,619          1,359
   Other income, net                                 (118)          (214)
                                                  -------        -------
      Total costs and expenses                    140,850        122,264

Earnings before income taxes                        8,321         12,693
Income tax expense                                  2,501          4,788
                                                    -----          -----
Net earnings from continuing operations             5,820          7,905


Loss from discontinued operations, net of
tax of $325                                             -           (115)
Loss on sale from discontinued operations,
net of tax of $4,809                                    -         (4,974)
                                                    -----         -------
   Net loss from discontinued operations                -         (5,089)

  Net earnings                                 $    5,820          2,816
                                                    =====          =====
Earnings per share:
   Basic - Continuing operations               $     0.22           0.31
              - Discontinued operations                 -          (0.20)
                                                     ----          ------
              - Net earnings                   $     0.22           0.11
                                                     ====           ====

   Diluted - Continuing operations             $     0.22           0.30

              - Discontinued operations                 -          (0.19)
                                                     ----          ------
                - Net earnings                 $     0.22           0.11
                                                     ====           ====

          See accompanying notes to consolidated financial statements.



                     ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)

                                              December 31,   September 30,
                                                  2008           2008
                                                  ----           ----
ASSETS                                         (Unaudited)
Current assets:
    Cash and cash equivalents                    $   28,433         28,667
    Accounts receivable, net                        106,292        135,436
    Costs and estimated earnings on
      long-term contracts, less progress
      billings of $43,283 and $34,978,
      respectively                                    8,477          9,095
    Inventories                                      75,900         66,962
    Current portion of deferred tax assets           15,984         15,368
    Other current assets                             11,540         15,108
                                                     ------         ------
      Total current assets                          246,626        270,636


Property, plant and equipment, net                   71,866         72,591
Goodwill                                            329,775        328,878
Intangible assets, net                              233,276        238,223
Other assets                                         18,174         17,745
                                                     ------         ------
Total assets                                     $  899,717        928,073
                                                    =======        =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
    Short-term borrowings and current
      portion of long-term debt                  $   50,000         50,000
    Accounts payable                                 41,875         49,329
    Advance payments on long-term
      contracts, less costs incurred of
      $9,517 and $7,880, respectively                 6,725          7,467
    Accrued salaries                                 14,388         20,718
    Current portion of deferred revenue              19,663         18,920
    Accrued other expenses                           22,161         22,249
                                                     ------         ------
       Total current liabilities                    154,812        168,683
Long-term portion of deferred revenue                 1,962          2,228
Pension obligations                                  11,274         12,172
Deferred tax liabilities                             84,091         83,515
Other liabilities                                     9,592          9,588
Long-term debt, less current portion                165,573        183,650
                                                     -------        -------
       Total liabilities                            427,304        459,836
Shareholders' equity:
    Preferred stock, par value $.01 per
      share, authorized 10,000,000 shares                 -              -
    Common stock, par value $.01 per share,
      authorized 50,000,000 shares, issued
      29,501,454 and 29,465,154 shares,
      respectively                                      295            295
    Additional paid-in capital                      255,591        254,240
    Retained earnings                               279,290        273,470
    Accumulated other comprehensive income
      (loss), net of tax
                                                     (2,504)           556
                                                    -------        -------
                                                    532,672        528,561
    Less treasury stock, at cost: 3,371,106
      and 3,375,106 common shares,
      respectively                                  (60,259)       (60,324)
       Total shareholders' equity                   472,413        468,237
                                                    -------        -------
Total liabilities and shareholders' equity       $  899,717        928,073
                                                    =======        =======

          See accompanying notes to consolidated financial statements.



                     ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                             (Dollars in thousands)
                                                      Three Months Ended
                                                          December 31,
                                                          ------------

                                                       2008            2007
                                                       ----            ----
Cash flows from operating activities:
    Net earnings                                   $  5,820           2,816
    Adjustments to reconcile net earnings to net
       cash provided by operating activities:
       Net loss from discontinued operations              -           5,089
       Depreciation and amortization                  7,534           5,702
       Stock compensation expense                     1,017           1,207
       Changes in operating working capital           9,590          (5,006)
       Effect of deferred taxes                      (1,695)          7,223
       Change in deferred revenue and costs, net        565          (7,593)
       Pension contributions                           (630)              -
       Other                                          (1,081)           171
                                                       -----          -----
          Net cash provided by operating activities -
              continuing operations                   21,120          9,609
          Net loss from discontinued operations,
              net of tax                                   -         (5,089)
          Net cash provided by discontinued operations     -            125
                                                      ------          -----
             Net cash used by operating activities -
             discontinued operations                       -          (4,964)
                                                      ------          ------
          Net cash provided by operating activities   21,120           4,645
Cash flows from investing activities:
    Acquisition of businesses, net of cash acquired        -        (328,829)
    Proceeds from sale of marketable securities            -           4,966
    Additions to capitalized software                   (875)         (5,574)
    Capital expenditures - continuing operations      (1,969)         (4,503)
                                                      ------          ------
          Net cash used by investing activities -
              continuing operations                   (2,844)       (333,940)
    Capital expenditures - discontinued operations         -          (1,126)
    Proceeds from divestiture of business, net  -
       discontinued operations                             -          74,370
                                                      ------          ------
       Net cash provided by investing activities -
          discontinued operations                          -          73,244
                                                      ------          ------
    Net cash used by investing activities             (2,844)       (260,696)
                                                      ------        --------
Cash flows from financing activities:
    Proceeds from long-term debt                      15,000         274,723
    Principal payments on long-term debt             (33,077)         (9,723)
    Debt issuance costs                                    -          (2,965)
    Net decrease in short-term borrowings -
       discontinued operations                             -          (2,844)
    Excess tax benefit from stock options exercised      782             737
    Proceeds from exercise of stock options              400             235
    Other                                               (283)           (211)
                                                        ----            ----
       Net cash (used) provided by financing
          activities                                 (17,178)        259,952
Effect of exchange rate changes on cash and cash
   equivalents                                        (1,332)          1,155
                                                      ------           -----
Net (decrease) increase in cash and cash equivalents    (234)          5,056
Cash and cash equivalents, beginning of period        28,667          18,638
                                                      ------          ------
Cash and cash equivalents, end of period         $    28,433          23,694
                                                      ======          ======


          See accompanying notes to consolidated financial statements.






                     ESCO TECHNOLOGIES INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   BASIS OF PRESENTATION

     The  accompanying  consolidated  financial  statements,  in the  opinion of
     management,  include  all  adjustments,   consisting  of  normal  recurring
     accruals,  necessary for a fair presentation of the results for the interim
     periods presented.  The consolidated  financial statements are presented in
     accordance  with the  requirements  of Form  10-Q and  consequently  do not
     include all the  disclosures  required by accounting  principles  generally
     accepted in the United States of America  (GAAP).  For further  information
     refer to the consolidated  financial  statements and related notes included
     in the  Company's  Annual  Report on Form 10-K for the  fiscal  year  ended
     September 30, 2008.

     The Company's  business is typically not impacted by seasonality,  however,
     the results for the  three-month  period  ended  December  31, 2008 are not
     necessarily  indicative  of the results  for the entire  2009 fiscal  year.
     References  to the first  quarters  of 2009 and 2008  represent  the fiscal
     quarters ended December 31, 2008 and 2007, respectively.

     The Filtertek businesses  (excluding  TekPackaging) were sold during fiscal
     2008 and are accounted for as  discontinued  operations in accordance  with
     SFAS No. 144,  "Accounting  for the  Impairment  or Disposal of  Long-Lived
     Assets."   Accordingly,   the   Filtertek   businesses   are  reflected  as
     discontinued  operations in the financial  statements and related notes for
     all periods shown.


2.   EARNINGS PER SHARE (EPS)

     Basic EPS is calculated  using the weighted average number of common shares
     outstanding during the period. Diluted EPS is calculated using the weighted
     average number of common shares  outstanding  during the period plus shares
     issuable  upon the assumed  exercise of dilutive  common share  options and
     vesting of performance-accelerated restricted shares (restricted shares) by
     using  the  treasury  stock  method.  The  number  of  shares  used  in the
     calculation  of earnings per share for each period  presented is as follows
     (in thousands):

                                Three Months Ended
                                    December 31,
                                    ------------

                                  2008       2007
                                  ----       ----

     Weighted Average Shares
     Outstanding - Basic          26,108     25,759
     Dilutive Options and
     Restricted Shares               314        443
                                  ------     ------

     Adjusted Shares- Diluted     26,422     26,202
                                  ======     ======


     Options to purchase  787,092  shares of common stock at prices ranging from
     $27.44 - $54.88 and options to purchase  592,046  shares of common stock at
     prices ranging from $35.69 - $54.88 were outstanding during the three month
     periods  ended  December  31,  2008 and  2007,  respectively,  but were not
     included in the  computation  of diluted EPS because the options'  exercise
     prices were greater than the average market price of the common shares. The
     options expire at various periods through 2013.  Approximately  244,000 and
     192,000 restricted shares were excluded from the computation of diluted EPS
     based upon the application of the treasury stock method for the three-month
     period ended December 31, 2008 and 2007, respectively.

3.   SHARE-BASED COMPENSATION

     The Company provides  compensation  benefits to certain key employees under
     several  share-based  plans  providing for employee  stock  options  and/or
     performance-accelerated  restricted  shares  (restricted  shares),  and  to
     non-employee directors under a non-employee directors compensation plan.

     Stock Option Plans
     ------------------

     The Company's  stock option awards are generally  subject to graded vesting
     over a three year service period.  All outstanding  options were granted at
     prices equal to fair market value at the date of grant. The options granted
     prior to September 30, 2003 have a ten-year  contractual  life from date of
     issuance,  expiring in various  periods  through 2013.  Beginning in fiscal
     2004, the options  granted have a five-year  contractual  life from date of
     issuance.

     The fair value of each option  award is  estimated  as of the date of grant
     using  the  Black-Scholes   option  pricing  model.  The  weighted  average
     assumptions for the periods indicated are noted below.  Expected volatility
     is based on  historical  volatility  of ESCO's  stock  calculated  over the
     expected term of the option.  The  risk-free  rate for the expected term of
     the option is based on the U.S.  Treasury yield curve in effect at the date
     of grant.  The fair value of each option  grant is estimated on the date of
     grant  using the  Black-Scholes  option-pricing  model  with the  following
     weighted-average  assumptions  used for  grants in the  three-month  period
     ended December 31, 2008: expected dividend yield of 0%; expected volatility
     of 39.2%;  risk-free interest rate of 1.9%; and expected term of 3.8 years.
     Pre-tax  compensation  expense  related to the stock option awards was $0.5
     million and $0.6 million for the  three-month  periods  ended  December 31,
     2008 and 2007, respectively.

     Information  regarding  stock options  awarded under the option plans is as
     follows:




                                                                    Weighted-
                                                      Aggregate      Average
                                        Weighted      Intrinsic     Remaining
                                          Avg.          Value      Contractual
                           Shares         Price     (in millions)     Life
     Outstanding at
     October 1, 2008        1,139,201      $30.40
     Granted                  128,300      $37.42
     Exercised                (40,693)     $12.70    $  0.8
     Cancelled                (15,382)     $46.42
                            ---------       -----
     Outstanding at
     December 31, 2008      1,211,426      $31.55    $ 13.4           2.3 years
                            =========       =====      ====

     Exercisable at
     December 31, 2008        978,798      $29.26    $ 12.9
                            =========       =====      ====

     The  weighted-average  grant-date  fair value of options granted during the
     three-month periods ended December 31, 2008 and 2007 was $12.09 and $10.98,
     respectively.

     Performance-accelerated Restricted Share Awards
     -----------------------------------------------

     The performance-accelerated restricted shares (restricted shares) vest over
     five years with  accelerated  vesting if certain  performance  targets  are
     achieved.  In these cases, if it is probable that the performance condition
     will be met, the Company  recognizes  compensation  cost on a straight-line
     basis over the shorter  performance  period;  otherwise,  it will recognize
     compensation cost over the longer service period. Compensation cost for the
     majority of the  outstanding  restricted  share awards is being  recognized
     over the longer  performance  period as it is not probable the  performance
     condition will be met. The restricted share award grants were valued at the
     stock price on the date of grant.  Pre-tax  compensation expense related to
     the  restricted  share  awards was $0.5  million  and $0.4  million for the
     three-month periods ended December 31, 2008 and 2007, respectively.

     The following summary presents information regarding outstanding restricted
     share  awards as of December  31, 2008 and changes  during the  three-month
     period then ended:


                                                                  Weighted
                                                       Shares    Avg. Price
                                                       ------    ----------

     Nonvested at October 1, 2008                     202,895      $41.15
     Granted                                           93,834      $37.39
                                                       ------      ------
     Nonvested at December 31, 2008                   296,729      $39.96
                                                      =======      ======


     Non-Employee Directors Plan
     ---------------------------

     Pursuant to the non-employee directors compensation plan, each non-employee
     director  receives a retainer  of 800 common  shares per  quarter.  Pre-tax
     compensation  expense related to the non-employee  director grants was $0.2
     million and $0.2 million for the  three-month  periods  ended  December 31,
     2008 and 2007, respectively.

     The total share-based compensation cost that has been recognized in results
     of  operations  and included  within SG&A was $1.0 million and $1.2 million
     for the three-month periods ended December 31, 2008 and 2007, respectively.
     The total  income tax  benefit  recognized  in results  of  operations  for
     share-based compensation arrangements was $0.3 million and $0.3 million for
     the  three-month  periods ended  December 31, 2008 and 2007. As of December
     31, 2008, there was $10.6 million of total  unrecognized  compensation cost
     related to share-based compensation arrangements.  That cost is expected to
     be recognized over a weighted-average period of 2.7 years.


4.    INVENTORIES

     Inventories  from  continuing  operations  consist  of  the  following  (in
     thousands):

                                                    December 31,   September 30,
                                                        2008            2008
                                                        ----            ----

     Finished goods                                    $  27,328      20,590
     Work in process, including long- term                17,542      15,736
     contracts
     Raw materials                                        31,030      30,636
                                                          ------      ------
          Total inventories                            $  75,900      66,962
                                                          ======      ======



5.  COMPREHENSIVE INCOME

     Comprehensive  income for the  three-month  periods ended December 31, 2008
     and  2007  was  $2.8  million  and  $3.8  million,  respectively.  For  the
     three-month  period ended  December 31, 2008,  the Company's  comprehensive
     income was negatively impacted by foreign currency translation  adjustments
     and  changes in the  interest  rate swap  totaling  $3.0  million.  For the
     three-month  period ended  December 31, 2007,  the Company's  comprehensive
     income was positively impacted by foreign currency translation  adjustments
     and changes in the interest rate swap totaling $1.0 million.


6.   BUSINESS SEGMENT INFORMATION

     The Company is organized based on the products and services that it offers.
     Under  this  organizational   structure,  the  Company  operates  in  three
     segments:  Utility  Solutions  Group (USG), R. F. Shielding and Test (Test)
     and  Filtration/Fluid  Flow  (Filtration).  The  USG  segment's  operations
     consist primarily of: Aclara  Power-Line  Systems Inc. (Aclara PLS), Aclara
     RF Systems Inc. (Aclara RF), Aclara  Software,  Doble  Engineering  Company
     (Doble) and Comtrak Technologies,  L.L.C.  (Comtrak).  The Aclara companies
     are suppliers of special purpose fixed network  communications  systems for
     electric,  gas and water  utilities,  including  hardware  and  software to
     support advanced metering applications. Doble provides high-end, diagnostic
     test solutions for the electrical power delivery  industry and is a leading
     supplier  of  partial  discharge  testing  instruments  used to assess  the
     integrity of high voltage power delivery equipment. Test segment operations
     consist of  ETS-Lindgren  L.P.  (ETS) and Lindgren  R.F.  Enclosures,  Inc.
     (Lindgren).  The Test  segment is  principally  involved  in the design and
     manufacture  of EMC test  equipment,  test  chambers,  and  electromagnetic
     absorption  materials.  The Filtration segment's operations consist of: PTI
     Technologies Inc. (PTI), VACCO Industries (VACCO) and TekPackaging LLC. PTI
     and VACCO develop and  manufacture a wide range of filtration  products and
     are leading  suppliers of filters to the commercial and defense  aerospace,
     satellite and industrial markets.

     Management evaluates and measures the performance of its operating segments
     based on "Net Sales" and  "EBIT",  which are  detailed in the table  below.
     EBIT is defined as earnings from continuing  operations before interest and
     taxes.  The table below is presented on the basis of continuing  operations
     and excludes discontinued operations.


            (In thousands)             Three Months ended
                                          December 31,
                                          ------------

      NET SALES                        2008            2007
      ---------                        ----            ----
      USG                           $ 90,015          79,309
      Test                            35,489          32,065
      Filtration                      23,667          23,583
                                      ------          ------
      Consolidated totals           $149,171         134,957
                                    ========         =======
      EBIT
      ----
      USG                           $ 10,525          13,408
      Test                             3,234           1,990
      Filtration                       2,863           3,649
      Corporate (loss)                (5,682)         (4,995)
                                      ------          ------
      Consolidated EBIT               10,940          14,052
      Less: Interest expense          (2,619)         (1,359)
                                      ------          ------
      Earnings before income
      taxes                         $  8,321          12,693
                                      ======          ======


7.   DEBT
     The Company's debt is summarized as follows:

      (In thousands)                                December 31,   September 30,
                                                        2008            2008
                                                        ----            ----
     Revolving credit facility, including current
     portion                                         $215,573         233,650
     Current portion of long-term debt                (50,000)        (50,000)
                                                      -------         -------
     Total long-term debt, less current portion      $165,573         183,650
                                                     ========         =======

     At  December  31,  2008,  the  Company  had  approximately  $108.0  million
     available  to  borrow  under  the  credit  facility,  plus a $50.0  million
     increase option, in addition to $28.4 million cash on hand. At December 31,
     2008, the Company had $215.6 million of  outstanding  borrowings  under the
     credit  facility and  outstanding  letters of credit of $6.7  million.  The
     Company  classified $50 million as the current portion on long-term debt as
     of December 31, 2008,  as the Company  intends to repay this amount  within
     the next twelve months,  however, the Company has no contractual obligation
     to repay during the next twelve months.

     The credit facility requires,  as determined by certain financial ratios, a
     facility  fee  ranging  from 15 to 25 basis  points per annum on the unused
     portion.  The terms of the facility provide that interest on borrowings may
     be calculated at a spread over the London Interbank Offered Rate (LIBOR) or
     based on the prime rate, at the Company's election. The facility is secured
     by the unlimited guaranty of the Company's  material domestic  subsidiaries
     and a 65% pledge of the material foreign  subsidiaries'  share equity.  The
     financial  covenants of the credit facility include a leverage ratio and an
     interest coverage ratio.

8.   INCOME TAX EXPENSE

     The first quarter 2009 effective income tax rate for continuing  operations
     was 30.1%  compared  to 37.7% in the first  quarter of 2008.  On October 3,
     2008,  the President of the United States signed into law the Tax Extenders
     and  Alternative  Minimum  Tax Relief Act of 2008.  Accordingly,  the first
     quarter  2009  income tax was  favorably  impacted  by an  additional  $0.7
     million,  net,  research  credit for fiscal  2008,  reducing the 2009 first
     quarter effective income tax rate by 8.3%. The Company estimates the annual
     effective tax rate for fiscal 2009 to be approximately 36%.

     During the fourth quarter of 2008, the Internal  Revenue Service  commenced
     examination of the Company's U.S. Federal income tax return for the periods
     ended September 30, 2003 through September 30, 2006 (fiscal 2003-2006).  It
     is reasonably  possible that the fiscal  2003-2006 U.S. audit cycle will be
     completed  within the next twelve months,  which could result in a decrease
     in the Company's balance of unrecognized tax benefits. However, an estimate
     of a range cannot be determined at this time.  Various state tax years from
     2003 through 2007 remain subject to income tax examinations. The Company is
     subject to income tax in many jurisdictions outside the United States, none
     of which is  individually  material to the  Company's  financial  position,
     statement of cash flows, or results of operations.

9.   RETIREMENT PLANS

     A summary of net periodic benefit expense for the Company's defined benefit
     plans for the three-month periods ended December 31, 2008 and 2007 is shown
     in the following table. Net periodic benefit cost for each period presented
     is comprised of the following:

                                   Three Months Ended
                                      December 31,
                                      ------------
     (In thousands)                 2008       2007
     --------------                 ----       ----
     Defined benefit plans
       Interest cost                $713        713
       Expected return on assets    (738)      (738)
       Amortization of:
             Prior service cost        4          4
          Actuarial loss              52         86
                                     ---        ---
     Net periodic benefit cost      $ 31         65
                                     ===        ===

10.  DERIVATIVE FINANCIAL INSTRUMENTS

     Market risks  relating to the Company's  operations  result  primarily from
     changes in interest rates and changes in foreign  currency  exchange rates.
     The Company is exposed to market risk related to changes in interest  rates
     and selectively uses derivative  financial  instruments,  including forward
     contracts  and swaps,  to manage these risks.  During the first  quarter of
     2008, the Company entered into a two-year  amortizing interest rate swap to
     hedge some of its exposure to  variability in future  LIBOR-based  interest
     payments on variable rate debt. The swap notional amount for the first year
     was $175  million  amortizing  to $100  million  in the  second  year.  All
     derivative instruments are reported on the balance sheet at fair value. The
     derivative  instrument  is  designated as a cash flow hedge and the gain or
     loss on the  derivative  is deferred  in  accumulated  other  comprehensive
     income  until  recognized  in earnings  with the  underlying  hedged  item.
     Including the impact of interest rate swaps outstanding, the interest rates
     on  approximately  50% of the Company's total  borrowings were  effectively
     fixed as of December 31, 2008.

     The  following  is a summary of the notional  transaction  amounts and fair
     values for the Company's outstanding derivative financial instruments as of
     December 31, 2008.

                                             Average
                                  Notional   Receive    Average
     (In thousands)               Amount     Rate       Pay Rate    Fair Value
                                  ------     ----       --------    ----------

     Interest rate swaps         $100,000    2.19%       3.99%     ($2,600)




11.  RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In December 2007, the Financial  Accounting  Standards  Board (FASB) issued
     SFAS No.  141R,  "Business  Combinations"  (SFAS 141R),  which  establishes
     principles and requirements for how an acquirer  recognizes and measures in
     its financial statements the identifiable assets acquired,  the liabilities
     assumed,  and any  noncontrolling  interest in an acquiree,  including  the
     recognition and measurement of goodwill acquired in a business combination.
     The  requirements of SFAS 141R are effective for business  combinations for
     which the acquisition date is on or after the beginning of the first annual
     reporting period beginning on or after December 15, 2008.  Earlier adoption
     is not permitted.

     In February  2008,  the FASB  released  FASB Staff  Position No. FAS 157-2,
     "Effective  Date of FASB Statement No. 157," which delayed for one year the
     effective date of SFAS 157 for all  non-financial  assets and non-financial
     liabilities, except those that are recognized or disclosed in the financial
     statements at fair value at least  annually.  Items in this  classification
     include goodwill, asset retirement obligations,  rationalization  accruals,
     intangible  assets with  indefinite  lives and  certain  other  items.  The
     adoption of SFAS 157 with respect to the Company's non-financial assets and
     liabilities will be effective  October 1, 2009, and is not expected to have
     a  significant  effect on the  Company's  financial  position or results of
     operations.

     In March 2008, the FASB issued SFAS No. 161,  "Disclosures about Derivative
     Instruments and Hedging Activities, an amendment of FASB Statement No. 133"
     (SFAS 161). This statement is intended to improve transparency in financial
     reporting  by  requiring  enhanced  disclosures  of an entity's  derivative
     instruments  and  hedging  activities  and their  effects  on the  entity's
     financial  position,  financial  performance,  and cash flows.  SFAS 161 is
     effective  prospectively  for financial  statements issued for fiscal years
     and  interim  periods   beginning  after  November  15,  2008,  with  early
     application  permitted.  The adoption of SFAS 161 is not expected to have a
     material  impact  on  the  Company's   financial  position  or  results  of
     operations.


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

The  following  discussion  refers  to the  Company's  results  from  continuing
operations,   except   where  noted.   The   Filtertek   businesses   (excluding
TekPackaging) were sold during fiscal 2008 and are accounted for as discontinued
operations in accordance  with SFAS No. 144,  "Accounting  for the Impairment or
Disposal of  Long-Lived  Assets."  Accordingly,  the  Filtertek  businesses  are
reflected as  discontinued  operations in the financial  statements  and related
notes for all periods  shown.  References to the first quarters of 2009 and 2008
represent the fiscal quarters ended December 31, 2008 and 2007, respectively.

NET SALES

Net sales  increased  $14.2 million,  or 10.5%,  to $149.2 million for the first
quarter of 2009 from $135.0  million for the first quarter of 2008 mainly due to
the impact of a full quarter of Doble's operations versus one month in the prior
year's first quarter. The Company acquired Doble on November 30, 2007.

- -Utility Solutions Group
- ------------------------

Net sales  increased  $10.7  million,  or 13.5%,  to $90.0 million for the first
quarter  of 2009 from $79.3  million  for the first  quarter of 2008.  The sales
increase in the first  quarter of 2009 as compared to the prior year quarter was
primarily due to: an increase of $13.8 million from Doble  reflecting the impact
of a full  quarter  of  operations  versus  one  month in the prior  year  first
quarter;  a $20.8  million  increase  in sales from Aclara RF  primarily  due to
higher gas product Advanced Metering  Infrastructure (AMI) deliveries at Pacific
Gas &  Electric  (PG&E)  and the  shipment  of  additional  water AMI  products;
partially  offset by a $27.1  million  decrease  in sales at Aclara  PLS  driven
mainly by a decrease in sales to PG&E. In the first quarter of 2008, the Company
recorded  revenue of $20.5 million  representing  the  cumulative  effect of the
recognition  of deferred  revenue  related to the hardware  shipments to PG&E to
date, as TWACS NG 3.0 was delivered to PG&E in December 2007.

- -Test
- -----

For the first quarter of 2009, net sales of $35.5 million were $3.4 million,  or
10.6%,  higher than the $32.1 million of net sales recorded in the first quarter
of 2008.  The sales  increase  in the first  quarter of 2009 as  compared to the
prior year quarter was mainly due to: a $2.1 million  increase in net sales from
the segment's Asian operations due to an increase in large chamber deliveries to
the  international  wireless  and  electronics  end-markets;  and a $1.1 million
increase in net sales from the segment's U.S. operations driven by the timing of
domestic chamber deliveries.

- -Filtration
- -----------

Net sales  increased $0.1 million to $23.7 million for the first quarter of 2009
from  $23.6  million  of net  sales  for the first  quarter  of 2008.  The sales
increase  during the fiscal  quarter ended  December 31, 2008 as compared to the
prior year quarter was mainly due to: a $2.2 million  increase in sales at VACCO
driven by higher military / defense aircraft product shipments; partially offset
by a $2.2 million decrease in net sales at PTI due to lower commercial aerospace
shipments resulting from the impact of a Boeing strike during the quarter.



ORDERS AND BACKLOG

Backlog was $258.8  million at December 31, 2008 compared with $266.8 million at
September 30, 2008. The Company  received new orders  totaling $141.1 million in
the first quarter of 2009 compared to $130.4  million in the prior year quarter.
New orders of $86.5  million were  received in the first quarter of 2009 related
to USG  products,  $29.9  million  related to Test  products,  and $24.7 million
related to Filtration products. New orders of $67.3 million were received in the
first  quarter of 2008 related to USG products,  $33.3  million  related to Test
products, and $29.8 million related to Filtration products. The Company received
orders totaling $28.8 million and $14.2 million from PG&E during the three-month
periods ended December 31, 2008 and 2007, respectively.

AMORTIZATION OF INTANGIBLE ASSETS

Amortization  of  intangible  assets was $4.7  million and $3.6  million for the
three-month periods ended December 31, 2008 and 2007, respectively. Amortization
of intangible  assets for the  three-month  periods ended  December 31, 2008 and
2007 included $1.2 million and $0.7 million,  respectively,  of  amortization of
acquired intangible assets related to recent  acquisitions.  The amortization of
these acquired intangible assets are included in Corporate's  operating results;
see "EBIT - Corporate".  The remaining  amortization  expenses  consist of other
identifiable  intangible  assets  (primarily  software,  patents and  licenses).
During the  three-month  periods ended  December 31, 2008 and 2007,  the Company
recorded $2.9 million and $2.3 million, respectively, of amortization related to
Aclara PLS TWACS NG software.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling,  general and  administrative  (SG&A)  expenses for the first quarter of
2009 were $40.1 million (26.9% of net sales), compared with $33.5 million (24.8%
of net sales) for the prior year  quarter.  The $6.6  million  increase  in SG&A
spending in the fiscal  quarter ended December 31, 2008 as compared to the prior
year  quarter was  primarily  due to a $5.5  million  increase in SG&A  expenses
related to Doble, reflecting a full quarter of SG&A expenses versus one month in
the prior year's first quarter.

EBIT

The Company  evaluates the performance of its operating  segments based on EBIT,
defined below.  EBIT was $10.9 million (7.3% of net sales) for the first quarter
of 2009 and $14.1  million  (10.4% of net sales) for the first  quarter of 2008.
The decrease in EBIT for the first quarter of 2009 as compared to the prior year
quarter is  primarily  due to the  decrease  in margins at Aclara PLS within the
Utility Solutions Group segment.

This Form 10-Q contains the financial measure "EBIT", which is not calculated in
accordance with generally accepted accounting principles in the United States of
America  (GAAP).  EBIT provides  investors and  Management  with an  alternative
method for assessing the Company's operating results. The Company defines "EBIT"
as earnings from continuing  operations  before  interest and taxes.  Management
evaluates the  performance of its operating  segments based on EBIT and believes
that EBIT is useful to investors to demonstrate the operational profitability of
the  Company's  business  segments by excluding  interest  and taxes,  which are
generally  accounted for across the entire Company on a consolidated basis. EBIT
is also one of the measures  Management uses to determine  resource  allocations
within the Company and incentive  compensation.  The following  table presents a
reconciliation of EBIT to net earnings from continuing operations.


                                      Three Months ended
(In thousands)                           December 31,
                                         ------------
                                       2008           2007
                                       ----           ----
Consolidated EBIT                    $10,940         14,052
Less: Interest expense, net           (2,619)        (1,359)
Less: Income tax expense              (2,501)        (4,788)
                                      ------         ------
Net earnings from
continuing operations                $ 5,820          7,905
                                      ======         ======

- -Utility Solutions Group (USG)
- ------------------------------

EBIT in the  first  quarter  of 2009 was  $10.5  million  (11.7%  of net  sales)
compared to $13.4 million  (16.9% of net sales) in the prior year  quarter.  The
$2.9  million  decrease in EBIT in the first  quarter of 2009 as compared to the
prior year  quarter was mainly due to a  significant  decrease in EBIT at Aclara
PLS resulting from lower sales to PG&E as described  above;  additional TWACS NG
software  amortization;  and additional  costs to support  business  development
efforts related to the pursuit of international AMI market opportunities. All of
the other  operating  units within the USG segment had increases in EBIT dollars
as a result  of the sales  increases  noted  above.  Aclara  RF's  EBIT  dollars
increased  70% as  compared to the prior year first  quarter,  in spite of being
negatively  impacted by $0.8 million of additional  design and development costs
related to its RF electric AMI product.

- -Test
- -----

EBIT in the  first  quarter  of 2009 was $3.2  million  (9.1% of net  sales)  as
compared to $2.0  million  (6.2% of net sales) in the prior year  quarter.  EBIT
increased  $1.2 million as compared to the prior year quarter  mainly due to the
sales  increases  in the current  quarter;  favorable  changes in sales mix; and
rigorous cost controls. EBIT dollars increased in the segment's U.S. operations,
European  operations  and Asian  operations  as compared to the prior year first
quarter.

- -Filtration
- -----------

EBIT was $2.9 million (12.1% of net sales) and $3.6 million (15.5% of net sales)
in the first quarters of 2009 and 2008,  respectively.  For the first quarter of
2009 as compared to the prior year quarter,  EBIT  decreased $0.7 million due to
lower sales at PTI described above;  additional  research and development costs;
and bid and proposal  costs  related to the pursuit of a  significant  number of
space related projects at VACCO.

- -Corporate
- ----------

Corporate  costs  included in EBIT were $5.7  million  and $5.0  million for the
three-month periods ended December 31, 2008 and 2007, respectively. The increase
in  Corporate  costs in the first  quarter of 2009 as compared to the prior year
quarter was primarily  due to a $0.5 million  increase in  amortization  expense
related to acquired  intangible  assets  recorded at Corporate.  Corporate costs
included  $1.2  million  and $0.7  million of pretax  amortization  of  acquired
intangible assets for the three-month  periods ended December 31, 2008 and 2007,
respectively.  Corporate  costs included $1.0 million and $1.2 million of pretax
stock compensation  expense for the three-month  periods ended December 31, 2008
and 2007, respectively.

INTEREST EXPENSE, NET

Interest  expense was $2.6 million and $1.4 million for the three-month  periods
ended December 31, 2008 and 2007, respectively. The increase in interest expense
in the first  quarter of 2009 as compared to the prior year period is due to the
outstanding borrowings under the revolving credit facility.

INCOME TAX EXPENSE

The first quarter 2009 effective  income tax rate for continuing  operations was
30.1%  compared to 37.7% in the first quarter of 2008.  On October 3, 2008,  the
President of the United States signed into law the Tax Extenders and Alternative
Minimum Tax Relief Act of 2008.  Accordingly,  the first quarter 2009 income tax
was favorably  impacted by an additional $0.7 million,  net, research credit for
fiscal 2008,  reducing the 2009 first quarter effective income tax rate by 8.3%.
The  Company  estimates  the annual  effective  tax rate for  fiscal  2009 to be
approximately 36%.

There was no material  change in the  unrecognized  tax  benefits of the Company
during the three months ended December 31, 2008. The Company  anticipates a $0.3
million  reduction in the amount of unrecognized tax benefits in the next twelve
months as a result of lapses of the applicable statute of limitations.

During the fourth  quarter  of 2008,  the  Internal  Revenue  Service  commenced
examination  of the  Company's  U.S.  Federal  income tax return for the periods
ended September 30, 2003 through  September 30, 2006 (fiscal  2003-2006).  It is
reasonably possible that the fiscal 2003-2006 U.S. audit cycle will be completed
within the next twelve months, which could result in a decrease in the Company's
balance of unrecognized tax benefits.  However, an estimate of a range cannot be
determined  at this time.  Various state tax years from 2003 through 2007 remain
subject to income tax examinations. The Company is subject to income tax in many
jurisdictions  outside the United States, none of which is individually material
to the  Company's  financial  position,  statement of cash flows,  or results of
operations.


CAPITAL RESOURCES AND LIQUIDITY

Working  capital  from  continuing   operations  (current  assets  less  current
liabilities) decreased to $91.8 million at December 31, 2008 from $102.0 million
at September  30, 2008.  Accounts  receivable  decreased by $29.1 million in the
first quarter of 2009,  of which  approximately  $16 million  related to the USG
segment  driven by  significant  collections;  $7.0 million  related to the Test
segment;  and  $6.0  million  related  to the  Filtration  segment.  Inventories
increased by $8.9 million in the first quarter of 2009  primarily  related to an
increase of  approximately  $7.0  million in the USG segment to meet  forecasted
demand for the remainder of 2009.

Net cash provided by operating  activities from continuing  operations was $21.1
million and $9.6 million for the three-month periods ended December 31, 2008 and
2007,  respectively.  The  increase  is mainly  due to a decrease  in  operating
working capital requirements.

Capital  expenditures  from  continuing  operations  were $2.0  million and $4.5
million in the first quarter of fiscal 2009 and 2008, respectively. The decrease
in the first  quarter of 2009 as compared to the prior year period is mainly due
to  expenditures  of $2.7 million for the ETS Austin  facility  expansion  which
occurred in the first quarter of 2008.

Credit facility
- ---------------

At December 31, 2008, the Company had approximately  $108.0 million available to
borrow under the credit  facility,  plus a $50.0  million  increase  option,  in
addition to $28.4  million cash on hand.  At December 31, 2008,  the Company had
$215.6  million  of  outstanding   borrowings  under  the  credit  facility  and
outstanding  letters of credit of $6.7  million.  The Company  classified  $50.0
million as the current portion on long-term debt as of December 31, 2008, as the
Company intends to repay this amount within the next twelve months, however, the
Company has no  contractual  obligation to repay during the next twelve  months.
Cash  flow from  operations  and  borrowings  under the  Company's  bank  credit
facility are expected to meet the Company's capital requirements and operational
needs for the foreseeable future.

Pacific Gas & Electric
- ----------------------

Refer to "Pacific  Gas & Electric" in  "Management's  Discussion  and  Analysis"
appearing in the Company's  Annual Report on Form 10-K for the fiscal year ended
September 30, 2008 for further  discussion  about the Company's  contracts  with
PG&E.




CRITICAL ACCOUNTING POLICIES

Management has evaluated the accounting  policies used in the preparation of the
Company's financial  statements and related notes and believes those policies to
be reasonable and appropriate.  Certain of these accounting policies require the
application  of  significant  judgment by  Management  in selecting  appropriate
assumptions  for  calculating  financial  estimates.   By  their  nature,  these
judgments are subject to an inherent degree of uncertainty.  These judgments are
based on historical experience, trends in the industry,  information provided by
customers and information  available from other outside sources, as appropriate.
The most significant areas involving  Management  judgments and estimates may be
found in the Critical Accounting Policies section of Management's Discussion and
Analysis and in Note 1 to the Consolidated Financial Statements contained in the
Company's  Annual  Report on Form 10-K for the fiscal year ended  September  30,
2008 at Exhibit 13.


OTHER MATTERS

Contingencies
- -------------

As a normal incident of the businesses in which the Company is engaged,  various
claims, charges and litigation are asserted or commenced against the Company. In
the opinion of  Management,  final  judgments,  if any,  which might be rendered
against the Company in current  litigation are adequately  reserved,  covered by
insurance,  or  would  not  have a  material  adverse  effect  on its  financial
statements.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In December 2007, the FASB issued SFAS No. 141R,  "Business  Combinations" (SFAS
141R),  which  establishes  principles  and  requirements  for  how an  acquirer
recognizes  and measures in its financial  statements  the  identifiable  assets
acquired,  the  liabilities  assumed,  and  any  noncontrolling  interest  in an
acquiree,  including the recognition  and measurement of goodwill  acquired in a
business  combination.  The requirements of SFAS 141R are effective for business
combinations  for which the acquisition date is on or after the beginning of the
first annual reporting  period beginning on or after December 15, 2008.  Earlier
adoption is not permitted.

In  February  2008,  the FASB  released  FASB  Staff  Position  No.  FAS  157-2,
"Effective  Date of FASB  Statement  No.  157,"  which  delayed for one year the
effective  date of  SFAS  157 for all  non-financial  assets  and  non-financial
liabilities,  except those that are  recognized  or  disclosed in the  financial
statements at fair value at least annually. Items in this classification include
goodwill,  asset retirement obligations,  rationalization  accruals,  intangible
assets with indefinite  lives and certain other items.  The adoption of SFAS 157
with  respect to the  Company's  non-financial  assets and  liabilities  will be
effective  October 1, 2009, and is not expected to have a significant  effect on
the Company's financial position or results of operations.

In March  2008,  the FASB issued SFAS No.  161,  "Disclosures  about  Derivative
Instruments  and Hedging  Activities,  an amendment of FASB  Statement  No. 133"
(SFAS 161).  This  statement  is intended to improve  transparency  in financial
reporting  by  requiring   enhanced   disclosures  of  an  entity's   derivative
instruments and hedging  activities and their effects on the entity's  financial
position,   financial  performance,  and  cash  flows.  SFAS  161  is  effective
prospectively  for  financial  statements  issued for fiscal  years and  interim
periods beginning after November 15, 2008, with early application permitted. The
adoption of SFAS 161 is not expected to have a material  impact on the Company's
financial position or results of operations.


FORWARD LOOKING STATEMENTS

Statements in this report that are not strictly historical are "forward looking"
statements  within the  meaning of the safe  harbor  provisions  of the  federal
securities laws.  Forward looking  statements  include,  but are not limited to,
those  relating to the  estimates or  projections  made in  connection  with the
Company's  accounting  policies,  timing and amount of repayment of debt, annual
effective  tax rate,  the reduction in the amount of  unrecognized  tax benefits
over the next  twelve  months,  the impact of SFAS 157 and SFAS 161,  outcome of
current  claims and  litigation,  future  cash flow,  capital  requirements  and
operational  needs for the  foreseeable  future,  and the results of tax audits.
Investors are cautioned  that such  statements are only  predictions,  and speak
only as of the date of this report.  The Company's  actual results in the future
may differ materially from those projected in the forward-looking statements due
to risks and uncertainties  that exist in the Company's  operations and business
environment including, but not limited to: the risk factors described in Item 1A
of the Company's  Annual Report on Form 10-K for the fiscal year ended September
30, 2008,  the effect of the American  Recovery  and  Reinvestment  Act of 2009,
actions  by  PG&E  impacting  PG&E's  AMI  projects,  the  Company's  successful
performance of large AMI contracts;  weakening of economic  conditions in served
markets;  changes in  customer  demands or customer  insolvencies;  competition;
intellectual  property  rights;  material  changes in the costs of  certain  raw
materials including steel and copper;  delivery delays or defaults by customers;
termination  for  convenience  of customer  contracts;  timing and  magnitude of
future contract  awards;  performance  issues with key suppliers,  customers and
subcontractors;  collective  bargaining and labor disputes;  changes in laws and
regulations including changes in accounting standards and taxation requirements;
costs  relating  to  environmental  matters;  litigation  uncertainty;  and  the
Company's  successful  execution of internal  operating plans and integration of
newly acquired businesses.






ITEM 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risks relating to the Company's  operations result primarily from changes
in interest rates and changes in foreign currency exchange rates. The Company is
exposed to market risk related to changes in interest rates and selectively uses
derivative  financial  instruments,  including  forward  contracts and swaps, to
manage these risks. During the first quarter of 2008, the Company entered into a
two-year  amortizing  interest  rate  swap  to  hedge  some of its  exposure  to
variability in future  LIBOR-based  interest payments on variable rate debt. The
swap  notional  amount for the first year was $175  million  amortizing  to $100
million in the second  year.  All  derivative  instruments  are  reported on the
balance sheet at fair value.  The derivative  instrument is designated as a cash
flow hedge and the gain or loss on the  derivative  is deferred  in  accumulated
other  comprehensive  income until  recognized in earnings  with the  underlying
hedged  item.  Including  the impact of  interest  rate swaps  outstanding,  the
interest  rates on  approximately  50% of the Company's  total  borrowings  were
effectively fixed as of December 31, 2008.

The following is a summary of the notional  transaction  amounts and fair values
for the Company's outstanding derivative financial instruments by as of December
31, 2008.

                                             Average
                                  Notional   Receive    Average
     (In thousands)               Amount     Rate       Pay Rate    Fair Value
                                  ------     ----       --------    ----------

     Interest rate swaps           $100,000  2.19%        3.99%     ($2,600)

In addition, the Company pays 75bps spread on its outstanding debt. Refer to the
Company's  Annual  Report on Form 10-K for the fiscal year ended  September  30,
2008 for further discussion about market risk.



ITEM 4.       CONTROLS AND PROCEDURES

The  Company  carried  out an  evaluation,  under the  supervision  and with the
participation of Management, including the Company's Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures as of the end of the period covered
by this  report.  Based upon that  evaluation,  the  Company's  Chief  Executive
Officer and Chief  Financial  Officer  concluded  that the Company's  disclosure
controls and procedures were effective as of that date.  Disclosure controls and
procedures  are  controls  and  procedures  that are  designed  to  ensure  that
information required to be disclosed in Company reports filed or submitted under
the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed,
summarized and reported within the time periods  specified in the Securities and
Exchange Commission's rules and forms. There has been no change in the Company's
internal  control over financial  reporting (as defined in Rule 13a-15(f)  under
the Exchange Act) during the period  covered by this report that has  materially
affected,  or is reasonably likely to materially  affect, the Company's internal
control over financial reporting.


PART II.      OTHER INFORMATION


ITEM 2.       UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In August  2008,  the  Company's  Board of Directors  authorized  an open market
common stock repurchase program of the Company's shares in a value not to exceed
$30 million,  subject to market  conditions and other factors,  which covers the
period through  September 30, 2009. There were no stock  repurchases  during the
three-month period ended December 31, 2008.


ITEM 6.       EXHIBITS

a)   Exhibits
     Exhibit
     Number

        3.1      Restated Articles of        Incorporated by reference to
                 Incorporation               Form 10-K for the fiscal
                                             year ended September 30,
                                             1999, at Exhibit 3(a)

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



        3.3      Articles of Merger          Incorporated by reference to
                 effective July 10, 2000     Form 10-Q for the fiscal
                                             quarter ended June 30, 2000,
                                             at Exhibit 3(c)

        3.4      Bylaws, as amended and      Incorporated by reference to
                 restated as of July 10,     Form 10-K for the fiscal
                 2000                        year ended September 30,
                                             2003, at Exhibit 3.4

        3.5      Amendment to Bylaws         Incorporated by reference to
                 effective as of             Form 10-Q for the fiscal
                 February 2, 2007            quarter ended December 31,
                                             2006, at Exhibit 3.5

        3.6      Amendment to Bylaws         Incorporate by reference to
                 effective as of             Current Report on Form 8-K
                 November 9, 2007            dated November 12, 2007 at
                                             Exhibit 3.1

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

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

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

        4.4       Credit Agreement dated     Incorporated by reference to
                  as of November 30,         Current Report on Form 8-K
                  2007 among the             dated November 30, 2007, at
                  Registrant, National       Exhibit 4.1
                  City Bank and the
                  lenders from time to
                  time parties thereto


        *31.1     Certification of Chief
                  Executive Officer
                  relating to Form 10-Q
                  for period ended
                  December 31, 2008

        *31.2     Certification of Chief
                  Financial Officer
                  relating to Form 10-Q
                  for period ended
                  December 31, 2008

        *32       Certification of Chief
                  Executive Officer and
                  Chief Financial
                  Officer relating to
                  Form 10-Q for period
                  ended December 31, 2008

* Denotes filed or furnished herewith.


SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                      ESCO TECHNOLOGIES INC.

                      /s/ Gary E. Muenster
                      Gary E. Muenster
                      Executive Vice President and Chief Financial Officer
                      (As duly authorized officer and principal accounting
                      officer of the registrant)





Dated:   February 9, 2009