SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

For the fiscal year ended:  December 31, 2002

Commission file number: 0-7087

ASTRONICS CORPORATION
__________________________________________________________________________________________
(Exact Name of Registrant as Specified in its Charter)

                New York                                                                                                 16-0959303
__________________________________________________________________________________________
(State or other jurisdiction of incorporation                            (I.R.S. Employer Identification No.)
  or organization)

130 Commerce Way
East Aurora, N.Y. 14240-3408
__________________________________________________________________________________________
(Address of principal executive office)

Registrant's telephone number
including area code (716) 655-0800

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12 (g) of the Act:

$.01 par value Common Stock; $.01 par value Class B Stock
(Title of Class)

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

            Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. (x)

            As of March 7, 2003, 7,751,178 shares were outstanding, consisting of 5,730,055 shares of Common Stock $.01 Par Value and 2,021,123 shares of Class B Stock $.01 Par Value. The aggregate market value, as of the last business day of the Company's most recently completed second fiscal quarter, of the shares of Common Stock and Class B Stock of Astronics Corporation held by non-affiliates was approximately $44,383,614 (assuming conversion of all of the outstanding Class B Stock into Common Stock and assuming the affiliates of the Registrant to be its directors, executive officers and persons known to the Registrant to beneficially own more than 10% of the outstanding capital stock of the Corporation.

            Portions of the Company's 2002 Annual Report to Shareholders are incorporated into Parts I, II and III of this Report. Portions of the Company's Proxy Statement for the 2003 Annual Meeting of Shareholders dated March 24, 2003 are incorporated by reference into Part III of this Report.

            Astronics is a leader in advanced complex lighting and electronic systems for the global aerospace industry. Astronics provides its products to major aircraft manufacturers, avionics companies and aircraft operators around the world. "Net Sales by Geographic region, Major Customer and Canadian Operations" on page 18 of the Annual Shareholders' Report for the year ended December 31, 2002 is incorporated herein by reference.

            The markets for the Company's products are described under the caption "Markets Served" on page 6 of the Annual Shareholders' Report for the year ended December 31, 2002, which is incorporated herein by reference.

General Development of Business
            The major factors affecting the development of the business in 2002 are described on page 2 of the Annual Shareholders' Report for the year ended December 31, 2002, which is incorporated herein by reference. In addition, the caption "Major Program Award" on page 6 of the Annual Shareholders' Report for the year ended December 31, 2002 is incorporated herein by reference.

Practices as to Maintaining Working Capital
            "Liquidity" on page 21 of the Annual Shareholders' Report for the year ended December 31, 2002 is incorporated herein by reference.

Competitive Conditions
            Astronics experiences considerable competition in the Aerospace market sectors we serve, principally with respect to product performance and price, from various competitors, many of which are substantially larger and have greater resources. Success in the Aerospace markets we serve depends upon product innovation, customer support, responsiveness, and cost management. Astronics continues to invest in developing the technologies and engineering support critical to competing in our Aerospace markets.

Backlog
            "Backlog" on page 22 of the Annual Shareholders' Report for the year ended December 31, 2002 is incorporated herein by reference.

Patents
            The Company has a number of patents and has filed numerous applications for others. While the aggregate protection of these patents is of value, the Company does not consider that the successful conduct of any material part of its business is dependent upon the protection afforded by these patents. The Company's patents and patent applications relate to electroluminescence, instrument panels, keyboard technology and various components used in their manufacture. The Company regards its expertise and techniques as proprietary and relies upon trade secret laws and contractual arrangements to protect its rights.

Research Activities
            The Company is engaged in a variety of research and development activities directed to the substantial improvement or new application of the Company's technologies. The extent of the Company's engagement in basic research, however, is not material.

Employees
            The Company's continuing operations employed approximately 412 employees as of December 31, 2002. The Company considers its relations with its employees to be good.

Available information
            The Company files its financial information and other materials required by the SEC electronically with the SEC. These materials can be accessed electronically via the Internet at www.SEC.GOV. Such materials and other information about the Company are available through the Company's website at www.astronics.com.

            The Company owns manufacturing and office facilities of approximately 70,000 square feet in the Buffalo, New York area and 80,000 square feet in Lebanon, New Hampshire. Montreal, Quebec, Canada operations are in leased facilities of approximately 15,000 square feet. The lease expires in 2006.

Item 3.    LEGAL PROCEEDINGS
            There are no material pending legal proceedings, other than routine litigation incidental to the business, to which the Registrant or any of its subsidiaries is a party or of which any of their property is the subject.

Item 4.    SUBMISSION OF MATTERS TO A
                VOTE OF SECURITY HOLDERS

                Not applicable.

              Information with respect to the market price of and dividends on the Company's Common Stock and related shareholder matters appears on the inside back cover of the Company's Annual Report to Shareholders for the fiscal year ended December 31, 2002, and is incorporated herein by reference. The Company has not paid any cash dividends in the three year period ended December 31, 2002. It has no plans to pay dividends as it plans to retain all cash from operations as a source of capital to finance growth in the business. There are no restrictions, however on the Company's ability to pay dividends. There were approximately 834 registered shareholders for the Company's Common stock and 926 registered shareholders for the Class B stock, as of March 7, 2003.

Item 6.  SELECTED FINANCIAL DATA
            The data under the caption "Five Year Performance Highlights" on page 1 of the Company's Annual Report to Shareholders for the fiscal year ended December 31, 2002 is incorporated herein by reference.

              Management's discussion and analysis of financial condition, changes in financial condition and results of operations appears on pages 20 through 22 of the Company's Annual Report to Shareholders for the fiscal year ended December 31, 2002, and is incorporated herein by reference.

            Market risk disclosures appears on page 22 of the Company's Annual Report to Shareholders for the fiscal year ended December 31, 2002, and is incorporated herein by reference.

            The Financial Statements of Astronics Corporation which are incorporated by reference in this Annual Report on Form 10-K are described in the accompanying Index to Financial Statements at Item 15 of this Report.

                Not applicable.

Item 10.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
                  PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
            The information regarding directors is contained under the captions "Election of Directors" and "Security Ownership of Certain Beneficial Owners and Management" in the Company's definitive Proxy Statement dated March 24, 2003 and is incorporated herein by reference.
            The executive officers of the Company, their ages, their positions and offices with the Company, and the date each assumed their office with the Company are as follows:

The principal occupation and employment for all executives listed above for the past five years has been with the Company.

            The information contained under the caption "Executive Compensation" and "Summary Compensation Table" in the Company's definitive Proxy Statement dated March 24, 2003 is incorporated herein by reference.

            The information contained under the caption "Security Ownership of Certain Beneficial Owners and Management" in the Company's definitive Proxy Statement dated March 24, 2003 is incorporated herein by reference.

Employee Stock Option Plan

            The shareholders of Astronics Corporation approved the 2001Stock Option Plan. This employee stock option plan provides a stock-based incentive program primarily for our officers and managers. Under the plan, the compensation committee of our board of directors may grant options to officers and managers who are expected to contribute to our success. The aggregate number of shares of our Common Stock that may be issued under this plan cannot exceed 1,000,000 shares (subject to adjustment to reflect share distributions). In determining the size of stock option grants, our compensation committee focuses primarily on our performance and the role of our executives and managers in accomplishing performance objectives. Stock options granted under the plan generally become exercisable in equal installments over a five-year period and are granted with an exercise price equal to the fair market value of our Common Stock as of the date of the grant.

Directors Stock Option Plan

            The shareholders of Astronics approved the 1997 Director Stock Option Plan for non-salaried outside directors. The plan provides for grants of options to our outside directors to purchase up to an aggregate of 151,250 shares of our Common Stock (subject to adjustment to reflect share distributions). Outside directors will be eligible to receive options under this plan at the discretion of a committee appointed by our board of directors who are not eligible to participate in the plan. Under our plan, the option price will be not less than the fair market value of the shares optioned on the date of the grant. There will not be a limit on the number of options that a participant may be granted under our plan. Options will be exercisable beginning six months after the grant and for so long as the holder remains our director, but not longer than ten years from the date of the grant.

            The following table provides information about our common stock that may be issued upon the exercise of options, warrants and rights under all of our existing equity compensation plans as of December 31,2002, including the Non-Qualified Plan and the Incentive Plan.

            As of a date within 90 days of the filing date of this report, based on an evaluation of the Company's disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934) each of the chief executive officer and the chief financial officer of the Company has concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in its Exchange Act reports is recorded, processed, summarized and reported within the applicable time periods specified by the SEC's rules and forms.

There were no significant changes in the Company's internal controls or in any other factors that could significantly affect those controls subsequent to the date of the most recent evaluation of the Company's internal controls by the Company, including any corrective actions with regard to any significant deficiencies or material weaknesses.

            (a)    The documents filed as a part of this report are as follows:

                    1.    Consolidated Financial Statements

                    2.    Financial Statement Schedules

                           See Index to Financial Statements and Financial Statement Schedules.

                        All other consolidated financial schedules are omitted because they are inapplicable, not required, or the information is included elsewhere in the consolidated financial statements or the notes thereto.

                    3.    Exhibits

                *identifies a management contract or compensatory plan or arrangement as required
                 by Item 15(a)(3) of Form 10-K.

(b)    Reports on Form 8-K

        None

ASTRONICS CORPORATION

The consolidated financial statements, together with the report thereon of Ernst & Young LLP dated January 24, 2003, appearing on pages 7 to 19 of the accompanying 2002 Annual Report to Shareholders are incorporated by reference in this Annual Report on Form 10-K.

Financial schedules for the years 2002, 2001, and 2000:

                                                                                                                Page

Valuation and Qualifying Accounts                                                         F-2

F-1

(in thousands)

F-2

            Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 27, 2003.

By /s/ Peter J. Gundermann                                             By /s/ David C. Burney

Peter J. Gundermann, President                          David C. Burney, Vice President-Finance
and Chief Executive Officer                                  and Treasurer, Principal Financial and
                                                                              Accounting Officer

            Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

I, Peter J. Gundermann, President and Chief Executive Officer, certify that:

CERTIFICATION

I, David C. Burney, Chief Financial Officer, certify that:

*identifies a management contract or compensatory plan or arrangement as required by Item 15(a)(3) of Form 10-K.