SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant [X]

Filed by a party other than the registrant [ ]

Check the appropriate box:

[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))

[X] Definitive proxy statement

[ ] Definitive additional materials

[ ] Soliciting material pursuant to Rule 14a-12

[EDAC TECHNOLOGIES CORPORATION]
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

- --------------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

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(2) Form, schedule or registration statement no.:

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(3) Filing party:

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(4) Date filed:

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EDAC TECHNOLOGIES CORPORATION
1806 NEW BRITAIN AVENUE
FARMINGTON, CONNECTICUT 06032
(860) 677-2603

NOTICE OF 2006 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON WEDNESDAY, JUNE 7, 2006

The 2006 Annual Meeting of Shareholders of EDAC Technologies Corporation,
a Wisconsin corporation (the "Company"), will be held at the offices of the
Company at 1790 New Britain Avenue, Farmington, Connecticut 06032, on Wednesday,
June 7, 2006, at 9:30 a.m. local time, to consider and act upon the following
matters:

1. To elect five directors to serve until the next Annual Meeting of
Shareholders;

2. To ratify the appointment of Carlin, Charron & Rosen, LLP as
independent auditors of the Company for the fiscal year ending December 30,
2006; and

3. To transact such other business as may properly come before the meeting
or any adjournment thereof.

By Order of the Board of Directors

/s/ Glenn L. Purple
----------------------------
Glenn L. Purple, Secretary

Farmington, Connecticut
May 2, 2006

SHAREHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON APRIL 28, 2006 ARE
ENTITLED TO NOTICE OF, AND TO VOTE AT, THE MEETING OR ANY ADJOURNMENT THEREOF.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING,
PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN
THE ENCLOSED ENVELOPE IN ORDER TO ENSURE REPRESENTATION OF YOUR SHARES AT THE
MEETING. NO POSTAGE NEED BE AFFIXED IF THE PROXY CARD IS MAILED IN THE UNITED
STATES.

A copy of the Company's 2005 Annual Report to Shareholders and a Proxy
Statement also accompany this Notice.

EDAC TECHNOLOGIES CORPORATION
1806 NEW BRITAIN AVENUE
FARMINGTON, CONNECTICUT 06032

PROXY STATEMENT FOR THE 2006 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON WEDNESDAY, JUNE 7, 2006

SOLICITATION AND VOTING

This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of EDAC Technologies Corporation ("EDAC" or the
"Company") of proxies, in the accompanying form, to be used at the 2006 Annual
Meeting of Shareholders of the Company to be held at the offices of the Company,
1790 New Britain Avenue, Farmington, Connecticut 06032, on Wednesday, June 7,
2006, at 9:30 a.m. local time, and any adjournments thereof.

The Company's Annual Report for the fiscal year ended December 31, 2005 is
being mailed to shareholders, along with these proxy materials, on or about May
2, 2006.

At the close of business on April 28, 2006, the record date for the
determination of shareholders entitled to notice of and to vote at the Annual
Meeting, there were 4,506,770 shares of common stock, par value $.0025 per share
("Common Stock"), outstanding and entitled to vote, constituting all of the
outstanding voting stock of the Company. Holders of Common Stock are entitled to
one vote per share.

The holders of a majority of the number of shares of Common Stock issued,
outstanding and entitled to vote at the Annual Meeting shall constitute a quorum
for the transaction of business at the Annual Meeting. Shares of Common Stock
represented in person or by proxy (including shares that abstain or otherwise do
not vote with respect to one or more of the matters presented for shareholder
approval) will be counted for purposes of determining whether a quorum is
present at the Annual Meeting.

Assuming a quorum is present, the affirmative vote of the holders of a
plurality of the votes cast by the shareholders entitled to vote at the Annual
Meeting is required for the election of directors, meaning the five directors
receiving the most votes will be elected. All other matters which are properly
brought before the meeting will be approved upon the affirmative vote of a
majority of the shares of Common Stock represented and voting on the matter.
Shares that abstain from voting as to a particular matter, and shares held in
"street name" by a broker or nominee that indicates on a proxy that it does not
have discretionary authority to vote as to a particular matter, will not be
voted in favor of such matter, and also will not be counted as shares voting on
such matter. Accordingly, abstentions and broker non-votes will have no effect
on the voting on a matter that requires the affirmative vote of a certain
percentage of the votes cast or the shares voting on that matter.

Although not required by law, the Company is seeking shareholder approval
to ratify the appointment of Carlin, Charron & Rosen LLP as the Company's
independent auditors for the 2006 fiscal year. If shareholders do not ratify
such appointment, the Company may reevaluate its appointment.

All shares of Common Stock represented by properly executed proxies that
are received in time for the Annual Meeting and which have not been revoked will
be voted

in accordance with the instructions indicated in such proxies. If no such
instructions are indicated, such shares of Common Stock will be voted "FOR" each
nominee for election to the Board of Directors and "FOR" the ratification of the
appointment of Carlin, Charron & Rosen, LLP as independent auditors of the
Company. In addition, the persons designated in such proxies will have the
discretion to vote on matters incident to the conduct of the Annual Meeting. If
the Company proposes to adjourn the Annual Meeting, the persons named in the
enclosed proxy card will vote all shares of Common Stock for which they have
authority in favor of such adjournment.

The grant of a proxy on the enclosed proxy card does not preclude a
shareholder from voting in person at the Annual Meeting. A shareholder may
revoke a proxy at any time prior to its exercise by delivering to the Secretary
of the Company, prior to the Annual Meeting, a written notice of revocation
bearing a later date and time than the proxy, delivering to the Secretary of the
Company a duly executed proxy bearing a later date and time than the revoked
proxy, or attending the Annual Meeting and voting in person. Attendance at the
Annual Meeting will not in and of itself constitute the revocation of a proxy.

VOTING QUESTIONS

WHAT AM I VOTING ON?

There are two proposals scheduled to be voted on at the meeting:

- The election of 5 directors; and

- The ratification of the appointment of Carlin, Charron & Rosen LLP
as the Company's Independent Auditors for 2006.

WHO IS ENTITLED TO VOTE?

You are entitled to vote or direct the voting of your EDAC Common Stock at the
Annual Meeting if you were a shareholder at the end of the day on April 28,
2006, the record date. You may own EDAC Common Stock either (1) directly in your
name as a shareholder of record or (2) indirectly through a broker, bank or
other nominee as a beneficial owner. A shareholder of record is a person or
entity that holds shares on the record date which are registered in such
shareholder's name on the records of American Stock Transfer & Trust Company,
EDAC's stock transfer agent. A beneficial owner is a person or entity that holds
shares on the record date through a broker, bank or other nominee. Beneficial
owners are generally entitled to provide voting instructions to the shareholder
of record of those shares.

HOW CAN SHAREHOLDERS VOTE?

Shareholders of record can vote in person by attending the Annual Meeting or can
vote by proxy. We send proxy cards to all shareholders of record to enable them
to direct the voting of their shares. Brokers, banks and nominees typically
offer telephonic or electronic means by which beneficial owners can submit
voting instructions, in addition

to the traditionally mailed voting instruction cards. You are welcome to attend
the Annual Meeting and vote in person, however, if you are a beneficial owner,
you will need to contact the broker, bank or other nominee through which you
indirectly own the shares, to obtain a "legal proxy" to permit you to vote by
written ballot at the Annual Meeting.

HOW DOES THE BOARD OF DIRECTORS RECOMMEND SHAREHOLDERS VOTE ON THE MATTERS TO BE
CONSIDERED AT THE MEETING?

The Board recommends a vote:

FOR each of its nominees for election as director, and

FOR the appointment of Carlin, Charron & Rosen LLP as Independent
Auditors.

WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD?

It generally means you hold shares registered in more than one account. To
ensure that all your shares are voted, please sign and return each proxy card.

COULD OTHER MATTERS BE DECIDED AT THE ANNUAL MEETING?

At the date this Proxy Statement went to press, we did not know of any matters
to be raised at the Annual Meeting other than those referred to in this Proxy
Statement.

If other matters are properly presented at the Annual Meeting for consideration,
the persons named in your proxy card, if you are a shareholder of record, will
have the discretion to vote on those matters for you.

ELECTION OF DIRECTORS

NOMINEES

The Company's By-Laws provide for at least five and no more than nine
directors to be elected at each Annual Meeting of Shareholders. Each director
holds office until the next succeeding Annual Meeting and until his or her
successor is duly elected. In accordance with the By-Laws, the Board of
Directors has set the number of directors at five. Proxies may not be voted for
more than five directors. The persons named in the enclosed proxy will vote to
elect each of Joseph Lebel, Dominick A. Pagano, Stephen J. Raffay, Ross C. Towne
and Daniel C. Tracy as directors, unless authority to vote for the election of
the nominees is withheld by marking the proxy to that effect. Each of the
nominees is currently a director of the Company. Each of the nominees has
indicated his willingness to serve, if elected, but if any of such persons
should be unable or unwilling to stand for election, proxies may be voted for a
substitute nominee designated by the Board of Directors.

DIRECTOR PRINCIPAL
NAME AGE SINCE OCCUPATION
- ---------------------- --- -------- ----------------------------------------------------

Joseph Lebel (1) 76 2005 Retired Quality Control Manager for the Company

Dominick A. Pagano (2) 62 2001 President and Chief Executive Officer of the Company
and President and Chief Executive Officer of Dapco
Industries, Inc. (a manufacturer of ultrasonic
inspection equipment for the steel and railroad
industries)

Stephen J. Raffay (3) 78 2000 Retired Vice-Chairman,
Emhart Corporation (a manufacturer of various
machinery and consumer products)

Ross C. Towne (4) 62 2001 Owner of Management Partners Inc. (a management
consulting firm)

Daniel C. Tracy (5) 65 1999 Chairman of the Board of the Company and Business
Consultant

(1) Mr. Lebel was the Quality Control Manager for the Company from 1961
until he retired in 1995. He was a director of the Company from 2001
to 2002.

(2) Mr. Pagano became President and Chief Executive Officer of the
Company in August 2002 and also serves as President and Chief
Executive Officer of Dapco Industries, Inc., a company that he
founded in 1972. Mr. Pagano served as Chairman of the Board of
Directors of American Environmental Technologies, Inc. from 1988
until 1999. Mr. Pagano has been a director of the Company since July
2001, but he did not serve as a director from April 2002 to October
2002.

(3) Mr. Raffay served as a senior executive and as a director of Emhart
Corporation until his retirement as Vice Chairman in 1987. Since
then he has done consulting work and has served as a director of a
number of companies.

(4) Mr. Towne has owned Management Partners, Inc., a management
consulting firm specializing in business planning, organizational
restructuring and operational audits, since 1990. He served as
President and Chief Financial Officer of The Washington Source, Inc.
from 2000 to 2004.

(5) Mr. Tracy was employed by Arthur Andersen LLP from 1963 until his
retirement in 1998, serving since 1975 as a partner. Mr. Tracy is
also a director of Great Western Land and Recreation, Inc.

The Board of Directors recommends that shareholders vote FOR all of the
nominees for director.

BOARD AND COMMITTEE MEETINGS AND RELATED MATTERS

The Company has an Audit Committee, a Compensation Committee and a
Governance and Nominating Committee of the Board of Directors.

The Audit Committee, composed of Messrs. Raffay, Towne and Tracy, held
four meetings during 2005. The Audit Committee meets annually to consider the
report and recommendation of the Company's independent auditors and is available
for additional meetings upon request of such auditors. The Audit Committee's
functions also include the engagement and retention of such auditors, adoption
of accounting methods and procedures, public disclosures required for compliance
with securities laws and other matters relating to the Company's financial
accounting and reporting. For additional information regarding the Audit
Committee, see the "Report of the Audit Committee" below.

During 2005, the Compensation Committee was composed of Messrs. John
Moses, William B. Bayne Jr., Joseph Lebel and Stephen Raffay. The Compensation
Committee held one meeting during 2005. The Compensation Committee is currently
composed of Messrs. Lebel, Raffay, Towne and Tracy. The Compensation Committee
sets the compensation for the executive officers of the Company and establishes
compensation policies for the Company's Chief Executive Officer and other
executive officers. The Compensation Committee is primarily responsible for the
administration of the Company's stock option plans, under which option grants
may be made to employees, officers, directors and consultants.

During 2005, the Governance and Nominating Committee was composed of
Messrs. Bayne, Lebel, Raffay, Towne and Tracy. The Governance and Nominating
Committee held one meeting during 2005. The Governance and Nominating Committee
is currently composed of Messrs. Lebel, Raffay, Towne and Tracy. Prior to April
10, 2006, the Governance and Nominating Committee was formerly named the
Nominating Committee.

The Board of Directors held seventeen meetings during 2005, of which
twelve were telephonic and for which no attendance fees were paid. No director
attended fewer than 75% of the total number of meetings of the Board of
Directors and each Committee on which he served.

By letter dated March 9, 2006, John Moses resigned from the Board of
Directors. In his letter of resignation, Mr. Moses indicated that his
resignation was because his fellow Board members have repeatedly refused to
address Mr. Moses' request to hire a full-time chief executive officer, and his
request to change the manner in which directors are elected from plurality
voting to majority voting. The Company believes that some of Mr. Moses'
allegations are without merit. However, the Company has reviewed and continues
to review the issues raised by Mr. Moses. In particular, because the Board of
Directors and management are committed to strong corporate governance, the Board
is following the discussions and studies regarding majority election of
directors with interest. The Board of Directors believes that it would not be
prudent to change its director election process until some of the ongoing
studies are complete, more is known

about the benefits and risks of alternative approaches to director elections,
and a generally accepted framework for majority voting is agreed. Until such
time, the Board believes it generally is in the best interest of shareholders to
continue to follow its current process, which is the most widely used and tested
industry practice for electing directors.

The Board of Directors has determined that the following members of the
Board are independent directors, as such term is defined in Nasdaq Rule
4200(a)(15): Joseph Lebel, Stephen J. Raffay, Ross C. Towne and Daniel C. Tracy.

DIRECTOR NOMINATIONS

The Governance and Nominating Committee, formerly named the Nominating
Committee, is currently composed of Messrs. Lebel, Raffay, Towne and Tracy. All
of the committee members are independent directors. The duties and
responsibilities of the Governance and Nominating Committee are set forth in a
written Nominating Committee Charter, which the Board of Directors adopted on
March 9, 2004. A copy of the charter is available on EDAC's website:
WWW.EDACTECHNOLOGIES.COM. Nominations of candidates for election as directors
may be made by the Governance and Nominating Committee or by shareholders. The
Governance and Nominating Committee will consider directors candidates
recommended by shareholders.

The general criteria that the Governance and Nominating Committee uses to
select nominees are: such individual's reputation for integrity, honesty and
adherence to high ethical standards; their demonstrated business acumen,
experience and ability to exercise sound judgments in matters that relate to the
current and long-term objectives of the Company; their willingness and ability
to contribute positively to the decision-making process of the Company; their
commitment to understand the Company and its industry and to regularly attend
and participate in meetings of the Board and its committees; their ability to
understand the sometimes conflicting interests of the various constituencies of
the Company, which include shareholders, employees, customers, governmental
units, creditors and the general public, and to act in the interests of all
shareholders; and no nominee should have, or appear to have, a conflict of
interest that would impair the nominee's ability to represent the interests of
all the Company's shareholders and to fulfill the responsibilities of a
director.

A shareholder may nominate one or more persons for election as a director
at a meeting of shareholders only if such shareholder has given timely notice in
proper written form of his or her intent to make such nomination or nominations.
To be timely, such shareholder's notice must be delivered to or mailed to and
received by the Secretary of the Company at the principal executive offices of
the Company not later than the close of business on the later of (i) the 60th
calendar day prior to the date of such meeting or (ii) the 10th calendar day
following the day on which public announcement is first made of the date of such
meeting. In no event shall the public announcement of an adjournment of a
meeting commence a new time period for the giving of a shareholder's notice
described above. To be in proper form, a shareholder's notice to the Secretary
shall set forth:

- the name and address of the shareholder who intends to make the
nomination, the name and address of the person or persons to be
nominated;

- a representation that the shareholder is a holder of record of stock
of the Company entitled to vote at such meeting, that the
shareholder will continue to be a holder of record of stock of the
Company as of the date of such meeting and, if applicable, that the
shareholder intends to appear in person or by proxy at the meeting
to nominate the person or persons specified in the notice;

- if applicable, a description of all arrangements or understandings
between the shareholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the shareholder;

- such other information regarding each nominee to be proposed by such
shareholder as would be required to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and Exchange
Commission had the nominee been nominated, or intended to be
nominated, by the Board of Directors; and

- the consent of each nominee to serve as director of the Company if
so elected.

The Chairman of the meeting shall refuse to acknowledge the nomination of
any person not made in compliance with the foregoing procedure.

DIRECTOR ATTENDANCE AT THE ANNUAL MEETING

Although the Company does not have a formal policy with respect to
director attendance at annual meetings, the Company strongly encourages
directors to attend the annual meeting. All of our directors attended last
year's annual meeting, and we expect that all of our directors will attend this
year's annual meeting.

SHAREHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS

The Board will give appropriate attention to written communications on
issues that are submitted by shareholders and other interested parties. Absent
unusual circumstances, the Chairman of the Board of Directors will, with the
assistance of the Company's outside legal counsel, (1) be primarily responsible
for monitoring communications from shareholders and other interested parties and
(2) provide copies or summaries of such communications to the other directors as
he considers appropriate.

Shareholders and other interested parties who wish to send communications
to the Board should address such communications to Daniel C. Tracy, Chairman of
the Board, EDAC Technologies Corporation, 1806 New Britain Ave., Farmington, CT
06032.

FEES OF INDEPENDENT AUDITORS

The following is a summary of the fees billed by the Company's principal
accountant for professional services rendered for the fiscal years ended January
1, 2005 and December 31, 2005.

FEE CATEGORY FISCAL 2004 FEES FISCAL 2005 FEES
- ------------------ ---------------- ----------------

Audit Fees $74,500 $80,000
Audit-related fees -- --
Tax Fees -- --
All Other Fees 14,000 15,000
---------------- ----------------
Total Fees $88,500 $95,000
================ ================

AUDIT FEES. Services consist of the audit of the Company's annual
financial statements and review of financial statements included in the
Company's quarterly reports on Form 10-Q.

AUDIT-RELATED FEES. Services consist of that which are reasonably related
to the performance of the audit or review of the Company's consolidated
financial statements, but are not reported under "Audit Fees." No such fees were
incurred during the past two years.

TAX FEES. Services consist of tax return preparation and tax advice for
federal and state taxes. Services for 2004 and 2005 were provided by accountants
other than the Company's principal accountant.

ALL OTHER FEES. Services consist of audits of the Company's employee
benefit plans.

The Audit Committee of the Board of Directors of the Company considered
that the provision of the services and the payment of the fees described above
are compatible with maintaining the independence of Carlin, Charron & Rosen,
LLP.

The Audit Committee's policy is to pre-approve all audit services, audit
related services, tax services and other services. The Audit Committee may also
pre-approve particular services on a case-by case basis.

The Audit Committee approved all services and fees billed by the Company's
principal accountant for the fiscal years ended January 1, 2005 and December 31,
2005.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee is composed of three members of the Company's Board of
Directors, Messrs. Raffay, Towne and Tracy. Because the Company's Common Stock
is traded on the OTC Bulletin Board, the Company is not subject to the listing
requirements of any securities exchange or The Nasdaq Stock Market regarding the
composition of the

Company's Audit Committee. However, each member of the Audit Committee is
independent, as defined in Rule 4200(a)(15) for the listing standards of The
Nasdaq Stock Market. The Board has identified Mr. Daniel Tracy as the "Audit
Committee Financial Expert" as defined by the rules of the Securities and
Exchange Commission (the "Commission"). The duties and responsibilities of the
Audit Committee are set forth in a written Audit Committee Charter, which the
Board of Directors adopted on March 14, 2001, and amended on March 3, 2003 and
March 8, 2004.

The Audit Committee has:

- reviewed and discussed the Company's audited financial statements
for the fiscal year ended December 31, 2005, with the Company's
management and with the Company's independent auditors;

- discussed with the Company's independent auditors the matters
required to be discussed by Statement on Accounting Standards No.
61, "Communications with Audit Committees," as currently in effect;
and

- received and discussed with the Company's independent auditors the
written disclosures and the letter from the Company's independent
auditors required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), and discussed with
the independent auditors the matters disclosed in the letter and
their independence from the Company.

Based on such review and discussions with management and the independent
auditors, the Audit Committee recommended to the Company's Board of Directors
that the audited financial statements be included in the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 2005, for filing with the
Commission.

AUDIT COMMITTEE:

Stephen J. Raffay, Chairman
Ross C. Towne
Daniel C. Tracy

COMPENSATION OF DIRECTORS

In 2005, the Company paid directors of the Company a retainer of $2,500
for the 1st fiscal quarter and $3,125 for each fiscal quarter thereafter. In
2005, the Company also paid directors $1,000 for each non-telephonic Board of
Directors or committee meeting attended prior to April 1, 2005, and $1,500 for
each non-telephonic Board of Directors or committee meeting attended thereafter.
The Chairman of the Board of Directors was paid an additional retainer of $1,250
each fiscal quarter and an additional $500 per non-telephonic meeting attended.
Each director who serves as Chairman of a committee was paid an additional $500
for each non-telephonic meeting chaired by such director. Effective March 7,
2006, in addition to the fees described above, each director who

participates in a telephonic Board of Directors or committee meeting at which a
substantive resolution is considered will be paid $500.

Each new director of the Company is granted a stock option to purchase
10,000 shares of Common Stock on the day of such director's initial election to
the Board of Directors. The exercise price of such options is equal to the fair
market value of the Company's Common Stock on the date of grant.

EXECUTIVE OFFICERS

The following table sets forth the name, age and current positions and
offices of each executive officer of the Company:

NAME AGE OFFICE
- ------------------ --- ------------------------------------------

Dominick A. Pagano 62 President and Chief Executive Officer
Luciano M. Melluzzo 42 Vice President and Chief Operating Officer
Glenn L. Purple 50 Vice President - Finance, Chief Financial
Officer and Secretary

Mr. Pagano became President and Chief Executive Officer of the Company in
August 2002 and also serves as President and Chief Executive Officer of Dapco
Industries, Inc. He has served as President and Chief Executive Officer of Dapco
Industries since he founded that company in 1972.

Mr. Melluzzo joined the Company in November 2003 as Engineering Manager
for the Company's Spindle and Design operations. He was promoted in December
2004 to General Manager and in November 2005 was appointed Vice President and
Chief Operating Officer. Prior to joining the Company and since May 1999, Mr.
Melluzzo served as the Manager of Sales and Marketing of Quality Engineering
Services, a manufacturing and design company, unaffiliated with the Company,
specializing in molds, tool design, fixture and gage fabrication and special
machinery.

Mr. Purple joined the Company in February 1982 as Controller. He served as
Controller until November 2002, when he was appointed Vice President - Finance,
Chief Financial Officer and Secretary of the Company. Mr. Purple also served as
Vice President - Finance and Chief Financial Officer of the Company from 1989
through 1996.

Officers are elected annually by, and serve at the discretion of, the
Board of Directors.

SHAREHOLDER RETURN PERFORMANCE GRAPH

The following performance graph compares the five year cumulative total
shareholder return from investing $100 on December 31, 2000 in the Company's
Common Stock to (i) the Total Return Index for The Nasdaq Stock Market (U.S.

Companies) (the "Nasdaq (US) Index") and (ii) the Total Return Index for Nasdaq
Trucking and Transportation Stocks (the "Nasdaq Transportation Index").

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN OF EDAC COMMON STOCK,
NASDAQ (US) INDEX AND NASDAQ TRANSPORTATION INDEX

[LINE GRAPH]

NASDAQ EDAC
NASDAQ (US) TRANSPORTATION TECHNOLOGIES
FISCAL YEAR ENDED INDEX INDEX CORPORATION
- ----------------- ----------- -------------- ------------

December 30, 2000 $100.000 $100.000 $100.000
December 29, 2001 79.322 118.241 234.412
December 28, 2002 54.836 120.353 63.661
January 3, 2004 81.989 172.371 131.321
January 1, 2005 89.225 220.960 197.382
December 31, 2005 91.118 230.842 455.685

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Design and Objectives

The Compensation Committee (the "Committee") is responsible for the design and
administration of EDAC's executive and management compensation programs. The
objective of the programs, through a combination of short and long term
incentives, is to give emphasis to performance based compensation and to align
shareholder and executive interests.

Program Elements and Performance Metrics

Different elements of executive compensation serve one or more program
objectives.

Base salaries are generally set for retention and for performance.

Annual bonuses recognize current year results. Bonus awards are determined for
EDAC operating unit managers and for the Corporate Officers against metrics
established at the beginning of each year. Individual awards are made based on
an individual's performance overall and against specific business and personal
objectives. Similar performance targets have been adopted by the Committee and
approved by the Board of Directors for fiscal year 2006.

Corporate officers' targets in 2005 were based on aggressive goals for the
Company's sales, income before tax and personal performance objectives.
Operating unit managers' targets were based on aggressive goals for the
Company's income before tax, their unit's gross profit and personal performance
objectives.

Long term incentive awards granted in December 2005 consisted of stock options.
Stock options granted have a term of ten years, were priced at market on the
date of grant, and will vest over a three year period.

Achievements, Performance and Return to Shareholders

EDAC continued to improve its financial performance in 2005:

- revenues increased $1,798,000, or 5%, while operating profit
increased $1,384,000, or 98%;

- income before income taxes and gains on debt forgiveness or
restructuring as a percentage of sales was the highest in the last
18 years;

- cash flow from operations increased 334% or $3,312,000 from 2004;

- debt as a percentage of equity improved to 105% at December 31, 2005
from 196% at January 1, 2005;

- sales backlog increased 19% to $21,700,000 at December 31, 2005 from
$18,300,000 at January 1, 2005; and

- EDAC's stock price increased $1.90 or 131% for 2005, compared with
2% for the Total Return Index for the NASDAQ Stock Market (U.S.
Companies); EDAC's three year increase in its stock price through
2005 was $3.19 or 625%, compared with 66% for the Total Return Index
for the NASDAQ Stock Market (U.S. Companies).

CEO Compensation

Under Mr. Pagano's leadership, from August 13, 2002 through December 31, 2005,
EDAC's stock price increased from $0.61 to $3.70, sales have increased from
$25.7 million in 2002 to $35.0 million in 2005 and negative working capital and
net worth amounts both improved to positive $7.0 million and $8.8 million,
respectively

Compensation actions affecting the CEO are based on the Company's financial
performance, short and long term, and on assessments of his and EDAC's
performance overall. In recognition of Mr. Pagano's and EDAC's exceptional
performance during 2005 and prior fiscal years, as detailed above, the
Committee, in 2006, granted him a bonus for fiscal year 2005 of $90,000.
Additionally, beginning in 2006, Mr. Pagano will be eligible under the Company's
incentive plan for an annual bonus based on meeting certain objectives. Mr.
Pagano's current base compensation is $180,000 per year. Mr. Pagano and the
Committee agreed to continue Mr. Pagano's base compensation at this level for
fiscal year 2006 to increase the focus on performance based incentive programs
rather than base compensation.

COMPENSATION COMMITTEE:
Ross C. Towne, Chairman
Joseph P. Lebel
Stephen J. Raffay
Daniel C. Tracy

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION INFORMATION

The following table sets forth certain information concerning compensation
for each of the last three fiscal years of the Company's Chief Executive Officer
and the only other executive officers of the Company whose total salary and
bonus during 2005 exceeded $100,000 (collectively, the "Named Executive
Officers").

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION
------------------------------------- LONG TERM
COMPENSATION
AWARDS
OTHER ------------
ANNUAL SECURITIES
COMPEN- UNDERLYING ALL OTHER
NAME AND PRINCIPAL SALARY BONUS SATION OPTIONS COMPENSATION
POSITION YEAR ($) ($) ($) (#) ($) (1)
- ------------------------- ---- -------- -------- ------- ------------ ------------

Dominick A. Pagano 2005 180,000 90,000 (2) -- -- 18,875
President and Chief 2004 180,000 -- -- 17,000
Executive Officer 2003 165,923 -- -- -- 16,000

Luciano M. Melluzzo 2005 127,192 42,274 -- 20,000 --
Vice President and Chief 2004 -- -- -- -- --
Operating Officer (3) 2003 -- -- -- -- --

Glenn L. Purple 2005 124,916 48,261 -- 10,000 --
Vice President and Chief 2004 108,000 15,186 -- 7,500 --
Financial Officer 2003 104,981 -- -- -- --

(1) Other compensation for Mr. Pagano represents director retainers and
board meeting fees.

(2) Mr. Pagano's bonus for 2005 was declared in April 2006 and will be
expensed by the Company in 2006.

(3) Mr. Melluzzo became Vice-President and Chief Operating Officer on
November 7, 2005.

OPTION GRANTS

The following table provides certain information regarding stock options
granted to the Named Executive Officers in 2005.

OPTION GRANTS IN LAST FISCAL YEAR

INDIVIDUAL GRANTS
--------------------------------------------------------- POTENTIAL REALIZABLE
PERCENT OF VALUE AT ASSUMED
NUMBER OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM ($) (3)
OPTIONS EMPLOYEES IN PRICE EXPIRATION -----------------------
NAME GRANTED (#) FISCAL YEAR (1) ($/SH)(2) DATE 5% ($) 10% ($)
- ------------------- ----------- --------------- --------- ---------- ------- ----------

Luciano M. Melluzzo 20,000 44.4 3.70 12/30/15 46,538 117,937
Glenn L. Purple 10,000 22.2 3.70 12/30/15 23,269 58,968

(1) Based on a total of 45,000 shares subject to options granted to employees
under the Company's option plans in fiscal year 2005.

(2) Under all of the Company's option plans, the exercise price is equal to
the fair market value of the Company's Common Stock on the date of grant.

(3) The dollar amounts under these columns represent hypothetical gains that
could be achieved for options if exercised at the end of the option term.
These gains are based on assumed rates of stock price appreciation of 5%
and 10% compounded annually from the date options are granted, net of
option exercise price. Actual gains, if any, on stock option exercises
will depend on the future performance of the Company's Common Stock, the
option holder's continued employment throughout the option period, and the
date on which options are exercised.

FISCAL YEAR-END OPTION VALUES

The following table provides certain information regarding options held by
the Named Executive Officers as of December 31, 2005.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS AT OPTIONS AT
FISCAL YEAR-END (#) FISCAL YEAR END ($)(1)
SHARES ACQUIRED VALUE ------------------------- -------------------------
NAME ON EXERCISE (#) REALIZED ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ------------------- --------------- ------------ ------------------------- -------------------------

Dominick A. Pagano -- -- 140,000/- $434,000/-
Luciano M. Melluzzo -- -- 4,166/23,334 $10,357/7,718
Glenn L. Purple -- -- 15,500/15,000 $41,627/11,100

(1) Based on the last reported sale price of the Common Stock on the OTC
Bulletin Board on December 31, 2005 ($3.70), less the option exercise
price.

Pension Plan

The Company maintains a defined benefit plan that was frozen with respect
to all future benefits as of April 1, 1993. The Named Executive Officers that
will benefit under the plan are Luciano Melluzzo and Glenn Purple. From the
period 1984 to 1992, Mr. Melluzzo had earned an estimated annual retirement
benefit that will be payable upon attainment of age 65 in the amount of
approximately $2,600. From the period 1982 to 1993, Mr. Purple had earned an
estimated annual retirement benefit that will be payable upon attainment of age
65 in the amount of approximately $7,800.

EMPLOYMENT AGREEMENTS

As of February 13, 2005, the Company and Mr. Pagano entered into an
amended and restated employment agreement, which replaced his February 13, 2004
employment agreement. Under the agreement, the initial term of Mr. Pagano's
employment agreement commenced on February 13, 2005 and continued through
December 31, 2005 and automatically extends for successive periods of 90 days
unless either party gives the other 30 days advance written notice to the
contrary. The current extension of the agreement expires on June 29, 2006. Prior
to its expiration, the Company anticipates amending the agreement for a twelve
month period ending June 30, 2007 under terms and conditions (including base
compensation) similar to those contained in the current agreement.

Under the agreement, the Company may terminate Mr. Pagano's employment
upon cause or disability (each as defined in the agreement). If the Company
terminates Mr. Pagano's employment for any reason other than cause, disability
or death, or if Mr. Pagano terminates his employment for "good reason", Mr.
Pagano is entitled to receive a lump sum severance payment equal to his base
salary for the then remaining employment term. Mr. Pagano can also terminate his
employment for "good reason" if his ability to carry out his duties and
responsibilities as President and Chief Executive Officer of the Company are
circumvented or undermined by the actions of the Board in communicating directly
with employees of the Company (other than any such communications contemplated
by applicable law, regulation or stock market rule, or by any of the Company's
policies or procedures established by the Board in connection with the same).

As set forth in the agreement, Mr. Pagano's base salary is $15,000 per
month.

The Company is presently negotiating and anticipates entering into
employment agreements with the other Named Executive Officers.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee consists solely of independent directors.
During the fiscal year ended December 31, 2005, the following board members
served on the Compensation Committee: William B. Bayne, Joseph P. Lebel, John
Moses and Stephen J. Raffay. No member of the Compensation Committee was at any
time during fiscal year 2005 an officer or employee of the Company or any
subsidiary of the Company, or formerly an officer of the Company or any
subsidiary of the Company, nor has any member of the Compensation Committee had
any relationship with the Company requiring disclosure under Item 404 of
Regulation S-K under the Securities Exchange Act of 1934, as amended (the
"Exchange Act").

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The Audit Committee of the Board of Directors has appointed Carlin,
Charron & Rosen LLP as the Company's independent auditors for the 2006 fiscal
year. Carlin, Charron & Rosen LLP has served as the Company's independent
auditors since August 2003. Although this appointment is not required to be
submitted to a vote of

shareholders, the Company believes it appropriate as a matter of policy to
request that the shareholders ratify the appointment. If shareholder
ratification is not received, the Audit Committee of the Board of Directors may
reconsider the appointment of Carlin, Charron & Rosen LLP.

It is expected that a representative of Carlin, Charron & Rosen LLP will
be present at the Annual Meeting and will have the opportunity to make a
statement if he or she desires to do so and will also be available to respond to
appropriate questions.

SECURITY OWNERSHIP

The following table sets forth information regarding the beneficial
ownership of shares of Common Stock as of April 5, 2006 by (i) each director,
nominee for director and Named Executive Officer, (ii) each person or entity
known by the Company to beneficially own more than 5% of the outstanding shares
of Common Stock and (iii) all directors and executive officers as a group.

The Company has determined beneficial ownership in accordance with the
rules of the Commission. Unless otherwise indicated, the persons included in the
table have sole voting and investment power with respect to all shares
beneficially owned, except to the extent authority is shared with spouses under
applicable law. Shares of Common Stock subject to options that are either
currently exercisable or exercisable within 60 days of April 5, 2006 are deemed
to be outstanding and to be beneficially owned by the option holder for the
purpose of computing the percentage ownership of the option holder. However,
these shares are not treated as outstanding for the purpose of computing the
percentage ownership of any other person.

NUMBER OF SHARES PERCENT
NAME BENEFICIALLY OWNED OF CLASS
- ----------------------------------------- ------------------ --------

William B. Bayne, Jr. (1) 425,008 9.4
Joseph P. Lebel (2) 139,557 3.1
Luciano M. Melluzzo (3) 5,207 *
John Moses (4) 533,690 11.8
Dominick A. Pagano (5) 342,768 7.4
Glenn L. Purple (6) 45,305 1.0
Stephen J. Raffay (7) 18,000 *
Ross C. Towne (8) 77,090 1.7
Daniel C. Tracy (9) 127,468 2.8
All Directors and Executive Officers as a
group (7 persons) (10) 755,395 16.0

* Represents beneficial ownership of less than 1%.

(1) Mr. Bayne's address is 1806 South Arlington Ridge Road, Arlington,
Virginia 22202. Mr. Bayne resigned as a director on March 14, 2006.

(2) Includes 10,000 shares subject to stock options held by Mr. Lebel.

(3) Includes 4,166 shares subject to stock options held by Mr. Melluzzo.
Mr. Melluzzo is Vice President and Chief Operating Officer, and is
not a director.

(4) Includes 10,000 shares subject to stock options held by Mr. Moses.
Mr. Moses' address is 3616 North Albemarle Street, Arlington,
Virginia, 22207. Mr. Moses resigned as a director on March 9, 2006.

(5) Includes 140,000 shares subject to stock options held by Mr. Pagano.
Mr. Pagano's address is 1806 New Britain Avenue, Farmington,
Connecticut 06032.

(6) Includes 16,334 shares subject to stock options held by Mr. Purple.
Mr. Purple is Vice President - Finance, Chief Financial Officer and
Secretary, and is not a director.

(7) Includes 10,000 shares subject to stock options held by Mr. Raffay.

(8) Includes 10,000 shares subject to stock options held by Mr. Towne.

(9) Includes 25,000 shares subject to stock options held by Mr. Tracy.

(10) Includes 215,500 shares subject to stock options held by all
directors and executive officers as a group.

The above beneficial ownership information is based upon information
furnished by the specified persons and is determined in accordance with Rule
13d-3 under the Exchange Act. It is not necessarily to be construed as an
admission of beneficial ownership for other purposes and may include shares as
to which beneficial ownership is disclaimed.

SHAREHOLDER PROPOSALS

Any shareholder who desires to submit a proposal for inclusion in the
proxy statement and form of proxy for the Company's 2007 Annual Meeting must
submit the proposal in writing to Glenn L. Purple, Secretary, EDAC Technologies
Corporation, 1806 New Britain Avenue, Farmington, Connecticut 06032, no later
than January 2, 2007.

The Company's Amended and Restated By-Laws require a shareholder to give
advance notice of any proposal, including the nomination of candidates for the
Board of Directors, that the shareholder wishes to bring before a meeting of
shareholders of the Company. In general, for a proposal to be brought before a
meeting of shareholders by a shareholder, written notice of the shareholder
proposal must be delivered to, or mailed to and received by, the Secretary of
the Company at the principal executive offices of the Company, not later than
the close of business on the later of (i) the 60th calendar day prior to the
date of such meeting or (ii) the 10th calendar day following the day on which
public announcement is first made of the date of such meeting. The written
notice of a shareholder proposal must contain all of the information required by
the Company's Amended and Restated By-Laws. Notices of intention to present
proposals at the 2007

Annual Meeting should be addressed to Glenn L. Purple, Secretary, EDAC
Technologies Corporation, 1806 New Britain Avenue, Farmington, Connecticut
06032.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than 10% of a registered class of
the Company's equity securities, to file with the Commission initial reports of
beneficial ownership on Form 3 and reports of changes in beneficial ownership of
the Company's equity securities on Forms 4 or 5. The rules promulgated by the
Commission under Section 16(a) of the Exchange Act require those persons to
furnish the Company with copies of all reports filed with the Commission
pursuant to Section 16(a). Based solely upon a review of such forms actually
furnished to the Company, and written representations of certain of the
Company's directors and executive officers that no forms were required to be
filed, the Company believes that during fiscal year 2005, all directors,
executive officers and 10% shareholders of the Company have filed with the
Commission on a timely basis all reports required to be filed under Section
16(a) of the Exchange Act.

OTHER MATTERS

The Board of Directors does not know of any other matters which may be
brought before the Annual Meeting. However, if any other matters properly come
before the Annual Meeting, including any adjournment or adjournments thereof, it
is intended that proxies received in response to this solicitation will be voted
on such matters in the discretion of the person or persons named in the
accompanying proxy form.

All costs of solicitation of proxies will be borne by the Company. In
addition to solicitations by mail, the Company's directors, officers and
employees, without additional remuneration, may solicit proxies by telephone,
telegraph and personal interviews, and the Company reserves the right to retain
outside agencies for the purpose of soliciting proxies. Brokers, custodians and
fiduciaries will be requested to forward proxy soliciting material to the owners
of stock held in their names, and, as required by law, the Company will
reimburse them for their out-of-pocket expenses in this regard.

THE BOARD OF DIRECTORS HOPES THAT SHAREHOLDERS WILL ATTEND THE ANNUAL
MEETING. WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, DATE AND
RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. PROMPT RESPONSE WILL
GREATLY FACILITATE ARRANGEMENTS FOR THE MEETING AND YOUR COOPERATION WILL BE
APPRECIATED. SHAREHOLDERS WHO ATTEND THE MEETING MAY VOTE THEIR STOCK PERSONALLY
EVEN THOUGH THEY HAVE SENT IN THEIR PROXIES.

By Order of the Board of Directors

/s/ Glenn L. Purple
-----------------------------
Glenn L. Purple, Secretary

Farmington, Connecticut
May 2, 2006

ANNUAL MEETING OF SHAREHOLDERS OF

EDAC TECHNOLOGIES CORPORATION

JUNE 7, 2006

Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.

Please detach along perforated line and mail in the envelope provided.
[ ]
- --------------------------------------------------------------------------------

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF ALL NOMINEES FOR
DIRECTOR AND "FOR" PROPOSAL 2.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR
VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
- --------------------------------------------------------------------------------

FOR AGAINST ABSTAIN
1.ELECTION OF DIRECTORS: 2. To ratify the appointment of Carlin, Charron & Rosen, [ ] [ ] [ ]
LLP as independent auditors of the Company for the
NOMINEES: fiscal year ending December 30, 2006.
[ ] FOR ALL NOMINEES Joseph Lebel
Dominick A. Pagano
[ ] WITHHOLD AUTHORITY Stephen J. Raffay PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
FOR ALL NOMINEES Ross C. Towne PROMPTLY USING THE ENCLOSED ENVELOPE.
Daniel C. Tracy

[ ] FOR ALL NOMINEES EXCEPT
(See instructions below)

INSTRUCTION: To withhold authority to vote for
any individual nominee(s), mark "FOR ALL
NOMINEES EXCEPT" and write the nominee(s)
name(s) on the line provided below:

_____________________________________

_________________________________________________

To change the address on your account, please check the box at right and [ ]
indicate your new address in the address space above. Please note that
changes to the registered name(s) on the account may not be submitted via
this method.

Signature of Shareholder [ ] Date: [ ] Signature of Shareholder [ ] Date: [ ]

NOTE: Please sign exactly as your name or names appear on this Proxy. When
shares are held jointly, each holder should sign. When signing as
executor, administrator, attorney, trustee or guardian, please give
full title as such. If the signer is a corporation, please sign full
corporate name by duly authorized officer, giving full title as
such. If signer is a partnership, please sign in partnership name by
authorized person.
[ ] [ ]

[ ]
EDAC TECHNOLOGIES CORPORATION

ANNUAL MEETING OF SHAREHOLDERS - JUNE 7, 2006

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints each of Glenn L. Purple and Edward J.
Samorajczyk, Jr., and each of them, as proxies (with full power of substitution)
of the undersigned to attend the Annual Meeting of Shareholders of EDAC
Technologies Corporation (the "Company") to be held on June 7, 2006 at 9:30
a.m., local time, at the offices of the Company, 1790 New Britain Avenue,
Farmington, Connecticut and any adjournment thereof, and to vote the shares of
common stock of the Company held by the undersigned on April 28, 2006, as
specified on the reverse side and on any other matters that may properly come
before said meeting, or any adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
THE ELECTION OF ALL NOMINEES AND FOR PROPOSAL 2.

(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
[ ] [ ]