UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported): February 5, 2009


                             ESCO TECHNOLOGIES INC.
               (Exact Name of Registrant as Specified in Charter)


Missouri                            1-10596                         43-1554045
(State or Other                   (Commission                 (I.R.S. Employer
Jurisdiction of Incorporation)    File Number)             Identification No.)


9900A Clayton Road, St. Louis, Missouri                             63124-1186
(Address of Principal Executive Offices)                            (Zip Code)


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


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[  ] Written communications  pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[ ]  Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[ ]  Pre-commencement  communications  pursuant  to Rule  14d-2 (b) under the
     Exchange Act (17 CFR 240.14d-2 (b))

[ ]  Pre-commencement  communications  pursuant  to Rule  13e-4 (c) under the
     Exchange Act (17 CFR 240.113d-4 (c))


ITEM 2.02         RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Today,  February 5, 2009, the  Registrant is issuing a press release  (furnished
herewith as Exhibit 99.1 to this report)  announcing  its fiscal year 2009 first
quarter financial and operating results. See Item 7.01, Regulation FD Disclosure
below.

ITEM 7.01        REGULATION FD DISCLOSURE

Today,  the Registrant is issuing a press release  (Exhibit 99.1) announcing its
fiscal year 2009 first quarter financial and operating  results.  The Registrant
will conduct a related Webcast  conference call today at 4:00 p.m. central time.
This  press  release  will be  posted on the  Registrant's  website  located  at
http://www.escotechnologies.com.   It  can  be  viewed   through  the  "Investor
Relations"  page of the web site under the tab "Press  Releases,"  although  the
Registrant reserves the right to discontinue that availability at any time.

NON-GAAP FINANCIAL MEASURES

The press release furnished herewith as Exhibit 99.1 contains financial measures
and  financial  terms not  calculated  in  accordance  with  generally  accepted
accounting  principles  in the  United  States of America  ("GAAP")  in order to
provide  investors and management  with an alternative  method for assessing the
Registrant's operating results in a manner that is focused on the performance of
the Registrant's  ongoing  operations.  The Registrant has provided  definitions
below  for the  non-GAAP  financial  measures  utilized  in the  press  release,
together with an  explanation  of why management  uses these  measures,  and why
management  believes  that  these  non-GAAP  financial  measures  are  useful to
investors.  The press  release uses the non-GAAP  financial  measures of "EBIT",
"EBIT margin" and "EPS-Adjusted Basis".

The  Registrant  defines  "EBIT" as  earnings  before  interest  and taxes  from
continuing operations. The Registrant defines "EBIT margin" as EBIT as a percent
of net sales.  The  Registrant's  management  evaluates the  performance  of its
operating  segments  based on EBIT and EBIT margin,  and believes  that EBIT and
EBIT margin are useful to investors to demonstrate the operational profitability
of the Registrant's business segments by excluding interest and taxes, which are
generally  accounted for across the entire  Registrant on a consolidated  basis.
EBIT is also one of the measures  used by  management  in  determining  resource
allocations within the Registrant and incentive  compensation.  The Registrant's
management  believes  using "EPS -  Adjusted  Basis" as a  financial  measure is
important for management  and investors to understand  the Company's  operations
and its ability to service its debt.

The press release  refers to first quarter 2008 "EPS - Adjusted  Basis" which is
"EPS - GAAP Basis" from continuing  operations  exclusive of the effect of $20.5
million of revenues,  $8.5 million of EBIT, and $0.20 earnings per share related
to electric  AMI  shipments  to PG&E which were  required  to be  deferred  from
earlier periods for accounting revenue recognition  purposes.  The press release
also refers to expected  2009  "EPS-Adjusted  Basis"  which is "EPS- GAAP Basis"
exclusive of pre-tax intangible asset amortization  expense related to TWACS NG
software,  purchase  accounting  intangible  asset  amortization  related to the
Registrant's  acquisitions  within the past three years, and the expense related
to the purchase accounting step-up of Doble Engineering Company inventory.

The Registrant  believes that the  presentation  of these  operational  measures
provides  important   supplemental   information  to  management  and  investors
regarding  financial and business trends relating to the Registrant's  financial
condition and results of operations.  The Registrant's  management believes that
these  measures  provide an  alternative  method for assessing the  Registrant's
expected future  performance that is useful because they facilitate  comparisons
with other companies in the Utility  Solutions Group segment  industry,  many of
which use similar non-GAAP  financial measures to supplement their GAAP results.
The Registrant  provides this information to investors to enable them to perform
additional  analyses of present and future  operating  performance,  compare the
Registrant to other companies,  and evaluate the Registrant's  ongoing financial
operations.

The  presentation of the  information  described above is intended to supplement
investors'   understanding  of  the  Registrant's  operating  performance.   The
Registrant's  non-GAAP  financial  measures  may  not  be  comparable  to  other
companies' non-GAAP financial performance measures.  Furthermore, these measures
are not intended to replace net earnings (loss), cash flows, financial position,
comprehensive  income  (loss),  or any other measure as determined in accordance
with GAAP.


ITEM 9.01.       FINANCIAL STATEMENTS AND EXHIBITS

(d)  Exhibits

Exhibit No.       Description of Exhibit

99.1     Press Release dated February 5, 2009


OTHER MATTERS

The  information in this report  furnished  pursuant to Item 2.02 and Item 7.01,
including  Exhibit  99.1,  shall not be deemed to be  "filed"  for  purposes  of
Section 18 of the Securities Exchange Act of 1934 as amended ("Exchange Act") or
otherwise  subject to the  liabilities  of that section,  unless the  Registrant
incorporates  it by reference  into a filing under the Securities Act of 1933 as
amended or the Exchange Act.




                                    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 hereunto duly authorized.


                                                  ESCO TECHNOLOGIES INC.




Dated:     February 5, 2009                 By:   /s/ G.E. Muenster
                                                  G.E. Muenster
                                                  Executive Vice President and
                                                  Chief Financial Officer



                                  EXHIBIT INDEX


Exhibit No.                         Description of Exhibit


    99.1                            Press Release dated February 5, 2009


Exhibit 99.1

NEWS FROM ESCO TECHNOLOGIES

For more information contact:                             For media inquiries:
Patricia K. Moore                                         David P. Garino
Director, Investor Relations                              (314) 982-0551
ESCO Technologies Inc.
(314) 213-7277


                    ESCO ANNOUNCES FIRST QUARTER RESULTS AND
                    ----------------------------------------
                 RECONFIRMS TOTAL YEAR REVENUE AND EPS GUIDANCE
                 ----------------------------------------------

     ST. LOUIS,  February 5, 2009 - ESCO  Technologies  Inc.  (NYSE:  ESE) today
announced its results for the first quarter  ended  December 31, 2008,  and also
reconfirmed  its Revenue and  Earnings  Per Share  guidance for fiscal year 2009
within the ranges previously communicated.

Chairman's Commentary - First Quarter 2009
- ------------------------------------------

     Vic Richey,  Chairman and Chief Executive Officer,  commented,  "While I am
pleased with our operating  performance  in the first quarter in what was a very
challenging  economic  environment,  we did have a few utility customer projects
move to the right relative to the expected timing within our original  quarterly
profile.  The utility  customers  who elected to defer  spending out of December
were trying to reduce their  budgetary  expenditures  at the end of the calendar
year.  After meeting with our business unit  executives in January and reviewing
the details of our current operating plans, we feel that this situation was only
temporary and  therefore,  our total year revenue and earnings  outlook for 2009
remains  consistent  with  our  previous  guidance.  While we  continue  to face
challenges  every day, we are also seeing  pockets of  opportunities  opening up
across the business which we believe can help shield our downside risks.

     "Additionally  during the  quarter we incurred  certain  R&D project  costs
earlier in the year versus plan on a few near-term  Space program  opportunities
at VACCO,  and incurred  additional  development  and re-design  costs on our RF
electric product.

     "During the first  quarter we generated  over $21 million of cash flow from
operations  which  allowed us to continue to pay down debt,  and we continued to
move forward  withmeaningful  progress in the receipt of new firm orders on both
the New York City Water and Idaho Power AMI contracts, furthering our confidence
in the second half outlook.

     "We will  continue our  disciplined  approach and  diligence so that we can
execute to our 2009 Plan and demonstrate  ESCO's resiliency in these challenging
economic times."

First Quarter Summary
- ---------------------

     The prior year first quarter results included the cumulative recognition of
$20.5 million of revenues,  $8.5 million of EBIT,  and $0.20  earnings per share
related to electric  power-line  system  (PLS) AMI  shipments to PG&E which were
required to be deferred from earlier periods for accounting revenue  recognition
purposes (referred to throughout as "TNG Revenue Recognition").

     Net  earnings  and EPS  are  presented  from  "Continuing  Operations"  and
"Discontinued  Operations."  Continuing  Operations represent the results of the
ongoing  businesses of the Company,  and Discontinued  Operations  represent the
2008 results of the filtration  portion of Filtertek  which was sold on November
25, 2007. Discontinued Operations had no impact in the 2009 first quarter.

Continuing Operations
- ---------------------

     Sales were $149.2  million in the first  quarter of 2009 compared to $135.0
million in the 2008 first  quarter  (or,  compared to $114.5  million of revenue
when excluding the $20.5 million of TNG Revenue Recognition).  This 10.5 percent
sales  increase (or, 30.3 percent  excluding  TNG Revenue  Recognition)  in 2009
reflects all three operating segments contributing higher revenues.

     EPS was $0.22 per share in the first  quarter of 2009  compared to the 2008
first  quarter EPS of $0.30 per share (or,  $0.10 per share when  excluding  the
$0.20 impact of TNG Revenue Recognition).

     Net cash  provided by operating  activities  was $21.1  million  during the
first  quarter  of  2009,  enabling  an  $18.7  million  reduction  in net  debt
outstanding,  which at December 31, 2008 was $179.4 million with a corresponding
leverage ratio of 2.07.

Discontinued Operations
- -----------------------

     Discontinued  Operations for the first quarter of fiscal 2008 represent the
results of the filtration portion of Filtertek.  The first quarter 2008 net loss
of $0.19 per share was  primarily  driven by  income  tax  expenses  related  to
Filtertek's foreign operations. The majority of the prior year first quarter net
loss was  offset  during  the  fourth  quarter,  resulting  in a net  loss  from
Discontinued Operations of $0.02 per share for fiscal 2008.

     Sales ----- Utility  Solutions  Group (USG) segment sales  increased  $10.7
million (13 percent) for the 2009 first quarter compared to the first quarter of
2008 as a result of the following:

     o    Doble sales  increased  $13.8 million over prior year  reflecting  the
          impact of a full  quarter of  operations  versus one month in the 2008
          first quarter;

     o    Fixed  network RF AMI sales  increased  $20.8 million (112 percent) in
          the 2009 first quarter primarily due to higher gas product  deliveries
          at PG&E and the sale of additional water AMI products;

     o    Fixed network PLS AMI sales  decreased $27.1 million in the 2009 first
          quarter as TWACS  deliveries  to PG&E were $0 in the  current  period
          compared to $22.4 million in the prior year's first quarter (including
          the $20.5 million of TNG Revenue Recognition sales); and,

     o    Sales of software  and digital  video  security  products  increased a
          combined $3.2 million in the 2009 first quarter.

     Test segment  sales  increased  10.7  percent in the first  quarter of 2009
primarily  due to an increase in large chamber  deliveries to the  international
wireless and electronics end-markets.

     Filtration  segment sales  increased  slightly in the first quarter of 2009
reflecting  sales  increases in the defense  aerospace  product line,  partially
offset by lower  commercial  aerospace  product  deliveries  resulting  from the
impact of the Boeing strike during the quarter.

Earnings Before Interest and Taxes (EBIT)
- -----------------------------------------

     On a segment basis,  items that impacted EBIT dollars and EBIT as a percent
of sales ("EBIT  margin")  during the first  quarter of fiscal 2009 included the
following:

     In the USG  segment,  EBIT for the 2009  first  quarter  was $10.5  million
compared  to $13.4  million  in the 2008 first  quarter.  The $2.9  million  net
decrease in EBIT dollars was driven by a  significant  decrease in EBIT from the
PLS business resulting from  significantly  lower sales to PG&E described above;
additional  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
significant  increases in EBIT dollars as a result of the sales  increases noted
above. The RF AMI business EBIT dollars increased 70 percent,  in spite of being
negatively  impacted by $0.8 million of additional  design and development costs
related to the RF electric AMI product.

     In the Test  segment,  EBIT  dollars and EBIT  margins  were  significantly
higher in 2009 due to the sales  increases  in the  current  quarter,  favorable
changes in sales mix, and rigorous cost controls.

     In the Filtration segment,  EBIT dollars and EBIT margins decreased in 2009
due to the timing of research and development costs, and higher bid and proposal
costs being  incurred  related to the pursuit of a  significant  number of Space
related projects.

     Corporate  operating  costs were higher in 2009 due to higher  amortization
expenses related to recent  acquisitions that included  identifiable  intangible
assets.

Effective Tax Rate
- ------------------

     The effective tax rate from  Continuing  Operations in the first quarter of
2009 was 30.1 percent compared to 37.7 percent in the first quarter of 2008. The
2009 tax rate was favorably impacted by Congress'  extension of the research tax
credit  during  the 2009 first  quarter.  The 2009  first  quarter  tax rate was
consistent with the Company's guidance provided in November 2008.

New Orders
- ----------

     New  orders  received  in the first  quarter  were  $141.1  million in 2009
compared to  $130.4 million  in 2008,  representing an 8.2 percent  increase and
resulting in a backlog at December 31, 2008, of $258.8 million.

     Orders from PG&E for AMI gas products in the 2009 first  quarter were $31.0
million  (601,000  units)  bringing the total gas  project-to-date  units to 2.6
million,  or $150 million.  The entire PG&E  project-to-date  (gas and electric)
represents 3.2 million units, worth $200 million.

     Cumulative  orders-to-date  for the $68.3  million  New York City Water AMI
project were $8.0 million,  and  orders-to-date  for the $25 million Idaho Power
AMI project were $4.0 million.

Business Outlook - 2009
- -----------------------

     Statements contained in the preceding and following paragraphs are based on
current expectations. Statements that are not strictly historical are considered
forward-looking, and actual results may differ materially.

     The  Business  Outlook  described  below  excludes the impact of any future
acquisitions or  divestitures,  and reflects:  the impact of the amortization of
identifiable  intangible  purchase accounting assets related to Aclara Software,
Aclara RF, Doble and LDIC; the impact of the Doble inventory  step-up  resulting
in "lost" profit; and the amortization of TWACS NG software.

Aclara RF Facility Relocation
- -----------------------------

     Due to its  significant  sales  growth,  Aclara RF Systems  Inc.  (formerly
Hexagram,  Inc.) will be relocating from three existing leased facilities,  to a
single,  newer,  more efficient  facility in the greater  Cleveland,  Ohio, area
during  fiscal  2009.  As  a  result,   approximately  $2.0  million  in  pretax
nonrecurring  exit and  relocation  costs are  expected  to be  incurred  in the
Utility Solutions Group, primarily related to the noncash write-off of leasehold
improvements, vacant facility charges, and physical move costs.

Comtrak Technologies LLC
- ------------------------

     Management is currently  evaluating  its strategic  alternatives  involving
Comtrak and is currently in negotiations  with a third party to purchase certain
assets and assume  certain  liabilities  of Comtrak.  Management  is planning to
formally  exit  this  business  within  the next 60  days,  and the  results  of
operations of Comtrak will be accounted for as Discontinued Operations beginning
in the second quarter of fiscal 2009. Net cash proceeds from this action will be
used to further pay down debt.

Revenues and Earnings Per Share - 2009
- --------------------------------------

     In fiscal 2009, Management expects the following:

          o    Revenues between $680 million and $690 million;

          o    EPS - GAAP  Basis of  between  $2.00  and $2.15  (which  includes
               approximately  $0.05 per share of expenses  related to the Aclara
               RF facility relocation charge noted above);

          o    EPS - Adjusted Basis of between $2.42 and $2.57 per share; and,

     EPS- Adjusted Basis excludes approximately $0.42 per share of costs related
to  TWACS  NG  software  amortization,   purchase  accounting  intangible  asset
amortization related to the Company's recent acquisitions,  and Doble's purchase
accounting inventory step-up.

     Management  believes using "EPS - Adjusted Basis" as a financial measure is
important for investors to understand  the Company's  operations and its ability
to service its debt.

     The  full-year  2009  tax rate is  expected  to be 35 to 37  percent,  with
quarterly variations depending on the timing and amount of discrete tax benefits
and charges.

     The 2009 quarterly earnings profile is projected to be back-end loaded, but
not as severely as fiscal 2008.  Management  expects second quarter EPS to be in
the range of $0.34 to $0.40 per share,  compared  to $0.23 per share in the 2008
second quarter.

Chairman's Commentary - 2009
- ----------------------------

     Mr. Richey further  commented,  "As noted above, I remain  optimistic about
the balance of fiscal 2009, and through our rigorous  oversight and  disciplined
planning   processes,   I  remain  confident  that  we  have  sufficient  growth
opportunities and the right contingency plans in place to allow us to execute to
our plan as we navigate our way through this challenging economic period. Having
Doble and LDIC for the full year and  beginning our AMI  deployments  with Idaho
Power and New York  City  water,  along  with our  international  opportunities,
should continue to provide us with positive momentum throughout 2009."

Conference Call
- ---------------

     The  Company  will host a  conference  call  today,  February 5, at 4 p.m.,
Central Time, to discuss the Company's first quarter operating  results.  A live
audio   webcast   will   be   available   on   the   Company's   web   site   at
www.escotechnologies.com.  Please  access the web site at least 15 minutes prior
to the call to register,  download,  and install any necessary audio software. A
replay of the conference  call will be available for seven days on the Company's
web site noted  above or by phone (dial  1-888-203-1112  and enter the pass code
4522938).

Forward-Looking Statements
- --------------------------

     Statements in this press release regarding the amounts and timing of fiscal
2009 future revenues,  results, earnings, EBIT, EPS - Adjusted Basis, EPS - GAAP
Basis,  fiscal  2009  second  quarter  EPS,  costs  incurred  with the Aclara RF
relocation  and new  building,  the timing and  impact of  exiting  the  Comtrak
business, the fiscal 2009 effective annual tax rate, the timing and certainty of
utility customer spending, the success of international AMR / AMI pilots and the
success of international  opportunities,  the long-term  success of the Company,
and any other written or oral statements  which are not strictly  historical are
"forward-looking" statements within the meaning of the safe harbor provisions of
the federal  securities  laws.  Investors are cautioned that such statements are
only predictions and speak only as of the date of this release,  and the Company
undertakes  no duty to update.  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; the
success of the Company's  competitors;  changes in Federal or State energy laws;
the timing and  content of  purchase  order  releases  under the  Company's  AMI
contracts;  the Company's  successful  performance  of its AMI  contracts;  site
readiness issues with Test segment customers;  weakening of economic  conditions
in served  markets;  changes  in  customer  demands  or  customer  insolvencies;
competition;  intellectual property rights;  technical difficulties;  unforeseen
charges impacting corporate operating expenses; the performance of the Company's
international operations; 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;  containment of  engineering  and  development  costs;
performance  issues with key  customers,  suppliers  and  subcontractors;  labor
disputes;  changes in laws and regulations  including but not limited to changes
in  accounting   standards  and  taxation   requirements;   costs   relating  to
environmental matters; uncertainty of disputes in litigation or arbitration; the
Company's  successful execution of internal operating plans; and the integration
of newly acquired businesses.

     ESCO,  headquartered  in St. Louis, is a proven supplier of special purpose
utility solutions for electric, gas, and water utilities, including hardware and
software  to  support  advanced   metering   applications  and  fully  automated
intelligent  instrumentation.  In  addition,  the  Company  provides  engineered
filtration products to the aviation, space, and process markets worldwide and is
the industry leader in RF shielding and EMC test products.  Further  information
regarding  ESCO and its  subsidiaries  is available on the Company's web site at
www.escotechnologies.com.

                               - tables attached -


ESCO TECHNOLOGIES INC. AND SUBSIDIARIES Condensed Consolidated Statements of Operations (Unaudited) (Dollars in thousands, except per share amounts) Three Months Three Months Ended Ended December 31, December 31, 2008 2007 ---- ---- - Net Sales $149,171 134,957 Cost and Expenses: Cost of sales 93,561 84,012 SG&A 40,054 33,510 Amortization of intangible assets 4,734 3,597 Interest expense 2,619 1,359 Other (income) expenses, net (118) (214) ---- ---- Total costs and expenses 140,850 122,264 ------- ------- Earnings before income taxes 8,321 12,693 Income taxes 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 earnings from discontinued operations - (5,089) Net earnings $ 5,820 2,816 ======== ===== Earnings per share: Basic Continuing operations 0.22 0.31 Discontinued operations 0.00 (0.20) ---- ----- Net earnings $ 0.22 0.11 ==== ==== Diluted Continuing operations 0.22 0.30 Discontinued operations 0.00 (0.19) ---- ----- Net earnings $ 0.22 0.11 ==== ==== Average common shares O/S: Basic 26,108 25,759 ====== ====== Diluted 26,422 26,202 ====== ====== - more -

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES Condensed Business Segment Information (Unaudited) (Dollars in thousands) Three Months Ended December 31, 2008 2007 ---- ---- Net Sales Utility Solutions Group $ 90,015 79,309 Test 35,489 32,065 Filtration 23,667 23,583 ------ ------ Totals $149,171 134,957 ======== ======= EBIT Utility Solutions Group $ 10,525 13,408 Test 3,234 1,990 Filtration 2,863 3,649 Corporate (5,682)(1) (4,995)(2) ------ ------ Consolidated EBIT 10,940 14,052 Interest (expense)/income (2,619) (1,359) ------ ------ Earnings before income taxes $ 8,321 12,693 ===== ====== Note: Depreciation and amortization expense was $7.5 million and $5.7 million for the quarters ended December 31, 2008 and 2007. (1) Includes $1.2 million of amortization of acquired intangible assets. (2) Includes $0.7 million of amortization of acquired intangible assets. - more -

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES Reconciliation of Non-GAAP Financial Measures (Unaudited) EPS from Continuing Operations-Adjusted Basis Reconciliation (prior year first - ------------------- ------------------- -------------------------------------- quarter) - -------- Q1 08 ----- EPS - GAAP Basis $0.30 Adjustments (defined below) (0.20) ----- EPS - Adjusted Basis $0.10 ===== Adjustments exclude the recognition of deferred revenue and profit related to previous period electric AMI shipments to PG&E which were deferred until the delivery of TWACS NG software version 3.0, which occurred in December 2007. This resulted in the cumulative recognition of $20.5 million of revenues and $8.5 million of EBIT which represents $0.20 per share in the first quarter of 2008. EPS-Adjusted Basis Reconciliation-FY 2009 - ----------------------------------------- EPS - GAAP Basis - FY 2009 Range $2.00 2.15 Adjustments (defined below) 0.42 0.42 ---- ---- EPS - Adjusted Basis - FY 2009 Range $2.42 2.57 ==== ===== ==== Adjustments exclude pre-tax intangible asset amortization expense related to TWACS NG software, purchase accounting intangible amortization related to the Company's acquisitions within the last three years, and the expense related to the purchase accounting step-up of Doble Engineering Company inventory. - more -

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets (Unaudited) (Dollars in thousands) December 31, September 30, 2008 2008 ---- ---- Assets - ------ Cash and cash equivalents $ 28,433 28,667 Accounts receivable, net 106,292 135,436 Costs and estimated earnings on long-term contracts 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 ------ ------ $899,717 928,073 ======== ======= Liabilities and Shareholders' Equity - ------------------------------------ Short-term borrowings and current maturities of long-term debt $50,000 50,000 Accounts payable 41,875 49,329 Current portion of deferred revenue 19,663 18,920 Other current liabilities 43,274 50,434 ------ ------ Total current liabilities 154,812 168,683 Long-term portion of deferred revenue 1,962 2,228 Deferred tax liabilities 84,091 83,515 Other liabilities 20,866 21,760 Long-term debt 165,573 183,650 Shareholders' equity 472,413 468,237 ------- ------- $899,717 928,073 ======== ======= - more -

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Dollars in thousands) Three Months Ended December 31, 2008 ----------------- Cash flows from operating activities: Net earnings $ 5,820 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 7,534 Stock compensation expense 1,017 Changes in operating working capital 9,590 Effect of deferred taxes (1,695) Change in deferred revenues and costs, net 565 Pension contributions (630) Other (1,081) ------ Net cash provided by operating activities 21,120 Cash flows from investing activities: Additions to capitalized software (875) Capital expenditures (1,969) ------ Net cash used by investing activities (2,844) Cash flows from financing activities: Proceeds from long-term debt 15,000 Principal payments on long-term debt (33,077) Excess tax benefit from stock options exercised 782 Proceeds from exercise of stock options 400 Other (1,615) ------ Net cash provided by financing activities (18,510) ------- Net decrease in cash and cash equivalents (234) Cash and cash equivalents, beginning of period 28,667 ------ Cash and cash equivalents, end of period $ 28,433 ====== - more -

ESCO TECHNOLOGIES INC. AND SUBSIDIARIES Other Selected Financial Data (Unaudited) (Dollars in thousands) Backlog And Entered Orders - - ---------------------------- Utility Q1 FY 2009 Solutions Test Filtration Total ---------- --------- ---- ---------- ----- Beginning Backlog - 9/30/08 continuing opers $125,543 69,823 71,463 266,829 Entered Orders 86,504 29,902 24,710 141,116 Sales (90,015) (35,489) (23,667) (149,171) ------- ------- ------- -------- Ending Backlog - 12/31/08 $122,032 64,236 72,506 258,774 ======== ====== ====== ======= # # #