February 14, 1996

Securities and Exchange Commission
Securities Filing Department
450 Fifth Street, NW
Washington, DC 20549

Re: ESCO Electronics Corporation


Dear Sir or Madame:

Enclosed for filing under Rule 13d-1 under the  Securities  Exchange Act of 1934
is our  amended  Schedule  13G filed on  behalf  of a group of ESCO  Electronics
Corporation stockholders.

Under  cover of this  letter,  copies of this  filing  are also  being sent (via
Federal Express) to ESCO Electronics Corporation and the principal exchange upon
which this security is traded.

Sincerely,

THE BAUPOST GROUP, INC.

By:       SETH A. KLARMAN
Title:    President

BAUPOST PARTNERS

By: THE BAUPOST GROUP, INC.,
its managing general partner

By:       SETH A. KLARMAN
Title:    President

SETH A. KLARMAN

By:       SETH A. KLARMAN



cc:  ESCO Electronics Corporation
     New York Stock Exchange




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                           UNITED STATES OMB APPROVAL
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549



                                  SCHEDULE 13G

                   Under the Securities Exchange Act of 1934
                               (AMENDMENT NO. 7  )


                          ESCO Electronics Corporation
                 8888 Ladue Road, Suite 200, St. Louis, MO 63124
                                (Name of Issuer)

                           Common Stock, no par value
                         (Title of Class of Securities)

                                    269030201
                                 (CUSIP Number)

     Check the here if a fee is being paid with this statement:  . (A fee is not
required if the filing  person:  (1) has a previous  statement on file reporting
beneficial  ownership  of more than  five  percent  of the  class of  securities
described in Item 1; and (2) has filed no amendment subsequent thereto reporting
beneficial  ownership  of five percent or less of such class.) (See Rule 13d-7).
The  remainder  of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures  provided  in a prior cover page.  The  information  required in the
remainder  of this cover page shall not be deemed to be "filed"  for the purpose
of Section  18 of the  Securities  Exchange  Act of 1934  ("Act")  or  otherwise
subject to the  liabilities  of that  section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).




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*******************************************************************************
1.   NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO.OF ABOVE PERSON

     The Baupost Group, Inc., 04-2752581

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *

     (a) X
     (b)

3.   SEC USE ONLY


4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     The Commonwealth of Massachusetts

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON:

5.   WITH SOLE VOTING POWER

     0

6.   WITH SHARED VOTING POWER

     437,745

7.   WITH SOLE DISPOSITIVE POWER

     0

8.   WITH SHARED DISPOSITIVE POWER

     437,745

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     437,745

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *


11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     3.94%

12.  TYPE OF REPORTING PERSON *

     IA


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*******************************************************************************

1.   NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO.OF ABOVE PERSON

     Baupost Partners, 04-2878725

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *

     (a) X
     (b)

3.   SEC USE ONLY


4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     The Commonwealth of Massachusetts

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON:

5.   WITH SOLE VOTING POWER

     0

6.   WITH SHARED VOTING POWER

     370,045

7.   WITH SOLE DISPOSITIVE POWER

     0

8.   WITH SHARED DISPOSITIVE POWER

     370,045

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     370,045

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *



11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     3.33%

12.  TYPE OF REPORTING PERSON *

     IA

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*******************************************************************************

1.   NAME OF REPORTING PERSON, S.S.OR I.R.S. IDENTIFICATION NO.OF ABOVE PERSON

     Seth A. Klarman, 217-70-0899

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *

     (a) X
     (b)

3.   SEC USE ONLY


4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON:

5.   WITH SOLE VOTING POWER

     0

6.   WITH SHARED VOTING POWER

     437,745

7.   WITH SOLE DISPOSITIVE POWER

     0

8.   WITH SHARED DISPOSITIVE POWER

     437,745

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     437,745

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *



11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     3.94%

12.  TYPE OF REPORTING PERSON *

     HC
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*******************************************************************************

Item 1 (a) Name of Issuer:

     ESCO Electronics Corporation

1(b) Address of Issuer's Principal Executive Offices:

     8888 Ladue Road, Suite 200, St. Louis, MO  63124


Item 2 (a) Name of Person Filing:

(1)  The Baupost Group, Inc.
(2)  Baupost Partners
(3)  Seth A. Klarman

2(b) Address of Principal Business Offices or, if none, Residence:

(1)  The Baupost Group, Inc.
     44 Brattle Street, 2nd Floor
     Cambridge, Massachusetts 02138

(2)  Baupost Partners
     44 Brattle Street, 2nd Floor
     Cambridge, Massachusetts 02138

(3)  Seth A. Klarman
     44 Brattle Street, 2nd Floor
     Cambridge, Massachusetts 02138

2(c) Citizenship:

(1)  The Commonwealth of Massachusetts
(2)  The Commonwealth of Massachusetts
(3)  United States of America

2(d) Title of Class of Securities:

     Common Stock, no par value


2(e) CUSIP Number:

     269030201


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Item 3 If this statement is filed  pursuant to Rule 13d-1(b) or 13d-2(b),  check
whether the person filing is a:

(a)  [ ]Broker or Dealer registered under Section
        15 of the Act.

(b)  [ ]Bank as defined in Section 3(a)(6) of the Act.

(c)  [ ]Insurance Company as defined in Section 3(a)(19)
        of the Act.

(d)  [ ]Investment  Company registered under Section 8 of the Investment Company
        Act.

(e)  [X]Investment  Advisor  registered  under  Section  203 of the  Investment
        Advisers Act of 1940.

(f)  [ ]Employee  Benefit Plan,  Pension Fund which is subject to the provisions
        of the Employee  Retirement  Income Security Act of 1974 or Endowment
        Fund; see 240.13D-1(b)(1)(ii)(F).

(g)  [X]Parent Holding Company, in accordance with
        240.13D-1(b)(ii)(G) (Note: See Item 7).

(h)  [X]Group, in accordance with
        240.13d-1(b)(1)(ii)(H).

Item 4 Ownership:

     If the percent of the class owned, as of December 31 of the year covered by
     the  statement,  or as of the  last  day of any  month  described  in  Rule
     13d-1(b)(2),  if  applicable,  exceeds five percent,  provide the following
     information  as of that date and  identify  those  shares  which there is a
     right to acquire.

(a)  Amount Beneficially Owned: (as of December 31, 1995)

     (1)  By The Baupost Group, Inc: 437,745

     (2)  By Baupost Partners: 370,045

     (3)  Seth A. Klarman: 437,745

     (4)  By the group in the aggregate: 437,745



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(b)  Percent of Class:

     (1)  By The Baupost Group, Inc: 3.94%

     (2)  By Baupost Partners: 3.33%

     (3)  Seth A. Klarman: 3.94%

     (4)  By the group in the aggregate: 3.94%

     (C) Number of shares as to which such person has:

(i)  sole power to vote or to direct the vote

     --- 0

(ii) shared power to vote or to direct the vote

     (1)  By The Baupost Group, Inc.  437,745

     (2)  By Baupost Partners: 370,045

     (3)  Seth A. Klarman: 437,745

     (4)  By the group in the aggregate: 437,745

(i)  sole power to dispose or to direct the disposition of

     --- 0

(ii) shared power to dispose or to direct the disposition of


     (1)  By The Baupost Group, Inc.:  437,745

     (2)  By Baupost Partners: 370,045

     (3)  Seth A. Klarman: 437,745

     (4)  By the group in the aggregate: 437,745



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Item 5 Ownership of Five Percent or Less of a Class:

     If this  statement  is being  filed to report  the fact that as of the date
     hereof the reporting  person has ceased to be the beneficial  owner of more
     than five percent of the class of securities, check the following [X].

Item 6 Ownership of More than Five Percent on behalf of Another Person:

     The Baupost Group, Inc. and Baupost Partners are each registered investment
     advisers.  Seth A. Klarman,  as the  controlling  person of Baupost  Group,
     Inc.,  is deemed to have  beneficial  ownership  under Section 13(d) of the
     securities beneficially owned by Baupost Group, Inc. Securities reported on
     this Schedule 13G as being  beneficially  owned by the Baupost Group,  Inc.
     and  Baupost  Partners  include  securities  purchased  on  behalf of their
     clients,   which  include  an  investment   company  registered  under  the
     Investment Company Act of 1940 and various limited partnerships. No persons
     other than the persons  filing this Schedule 13G have an economic  interest
     in the  securities  reported on which relates to more than 5 percent of the
     class of securities.

Item 7 Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company:

     N/A

Item 8 Identification and Classification of members of the Group:

     This schedule has been filed pursuant to Rule 13d-1(b) (1)(ii)(H).  Exhibit
     A hereto sets forth the identity and Item 3  classification  of each member
     of the group.

Item 9 Notice of Dissolution of Group:

     N/A



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Item 10 Certification:

     By  signing  below  the  undersigned  certifies  that,  to the  best of its
     knowledge and belief, the securities referred to above were acquired in the
     ordinary course of business and were not acquired for the purpose of and do
     not have the effect of changing or influencing the control of the issuer of
     such  securities  and  were  not  acquired  in  connection  with  or  as  a
     participant in any transaction having such purpose or effect.

Signature

After  reasonable  inquiry  and to the best of its  knowledge  and  belief,  the
undersigned  certifies that the information set forth in this statement is true,
complete and correct.

TODAY
February 14, 1996

THE BAUPOST GROUP, INC.

By:       SETH A. KLARMAN
Title:    President

BAUPOST PARTNERS

By: THE BAUPOST GROUP, INC.,
its managing general partner

By:       SETH A. KLARMAN
Title:    President

SETH A. KLARMAN

By:     SETH A. KLARMAN






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EXHIBIT A

Item 3
Member of Group Classification

     (1) The Baupost Group, Inc. IA

     (2) Baupost Partners IA

     (3) Seth A. Klarman HC


EXHIBIT B

Agreement

The undersigned  hereby agree that the Schedule 13G of which this Exhibit B is a
part is filed on behalf of each of the undersigned.

February 14, 1996
Date

THE BAUPOST GROUP, INC.

By:       SETH A. KLARMAN
Title:    President


BAUPOST PARTNERS

By: THE BAUPOST GROUP, INC.,
its managing general partner

By:       SETH A. KLARMAN
Title:    President

SETH A. KLARMAN

By:       SETH A. KLARMAN

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