(Dollars in Thousands)

(Unaudited)

Six Months Ended

Three Months Ended

July 3, 2004

June 28, 2003

July 3, 2004

June 28, 2003

Net Sales

$

17,909

$

17,247

$

8,940

$

8,562

Costs and Expenses:

Cost of products sold

14,772

13,430

7,491

6,734

Selling, general and
  administrative expenses

2,532

2,891

1,265

1,413

Interest expenses, net of
  interest income of $45 in
  2004 and $93 in 2003

142

94

85

21

Total costs and expenses

17,446

16,415

8,841

8,168

Income from Continuing

Operations Before Income Taxes

463

832

99

394

Provision for Income Taxes

180

312

42

151

Income from Continuing Operations

283

520

57

243

Income from discontinued Operations

-

327

0

48

Net Income

$

283

$

847

$

57

$

291

Retained Earnings:

Beginning of period

$

22,940

$

42,831

Spin off of MOD-PAC CORP.

-

(21,003)

End of period

$

23,223

$

22,675

Earnings per share:

Basic Earnings per share:

Continuing operations

$

.04

$

.07

$

.01

$

.03

Discontinued operations

-

.04

-

.01

Net Income

$

.04

$

.11

$

.01

$

.04

Diluted Earnings per share:

Continuing operations

$

.04

$

.07

$

.01

$

.03

Discontinued operations

-

.04

-

.01

Net Income

$

.04

$

.11

$

.01

$

.04

See notes to financial statements.

(Dollars in Thousands)

(Unaudited)

July 3, 2004

June 28, 2003

$

283

$

520

658

608

214

107

(1,007

(586)

(517)

369

(141)

(373

715

270

162

(149)

(110

(525

257

241

(133

(57

(405

(129

(538

(186

(474

(458

-

4,751

4

24

-

(1,104

(470)

3,213

(25)

25

(776)

3,293

(17)

(181)

(793)

3,112

11,808

7,722

$

11,015

$

10,834

$

214

$

233

(30)

1,009

See notes to financial statements.

1)

The accompanying unaudited statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included. The results of operations for any interim period are not necessarily indicative of results for the full year. Operating results for the six-month period ended July 3, 2004 are not necessarily indicative of the results that may be expected for the year ended December 31, 2004.

The balance sheet at December 31, 2003 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

For further information, refer to the financial statements and footnotes thereto included in Astronics Corporation's (the "Company") 2003 annual report to shareholders.

(Dollars in Thousands)

(Unaudited)

Six Months Ended

Three Months Ended

July 3,
2004

June 28,
2003

July 3,
2004

June 28,
2003

  (188)

 $ 

  (278)

 $ 

   (104)

 $ 

  (146)

On September 26, 2002, the Company announced the spin-off of its wholly owned subsidiary MOD-PAC CORP., which operated the Printing and Packaging business segment. That spin-off was completed on March 14, 2003. As such the net assets and equity of MOD-PAC CORP. were removed from the balance sheet of the Company on March 14, 2003 resulting in a reduction of the Company's retained earnings and related net assets of $21.0 million. In December of 2002 the Company announced the discontinuance of the Electroluminescent Lamp Business Group, whose business involved sales of microencapsulated electroluminescent lamps to customers in the consumer electronics industry. The operations of the printing and packaging business segment through the spin-off date of March 14, 2003 and the results of operations of the Electroluminescent Lamp Business Group have been reported as discontinued operations in the financial statements of the Company.

3)

Inventories are stated at the lower of cost or market, cost being determined in accordance with the first-in, first-out method. Inventories are as follows:

July 3, 2004
(Unaudited)

December 31, 2003

$

506

$

501

1,270

1,166

4,426

4,040

$

6,202

$

5,707

4)

Comprehensive income consists of net income, foreign currency translation adjustments and mark to market adjustments for derivatives. Total comprehensive income was $78 and $549 for the second quarter of 2004 and 2003 respectively and $264 and $1,285 for 2004 and 2003 year to date.

5)

Three Months Ended

(in thousands, except for per share data)

$

Selling, general and administrative and interest cost as a percent of sales was 15.1% for the second quarter of 2004 compared with 16.7% for the same period of 2003. The decrease is primarily attributable to a reduction in personnel related costs as compared with the same period last year and to a lesser extent an overall reduction in general spending activity for the period. Year to date Selling, general and administrative costs as a percent of sales decreased to 14.9% in 2004 compared with 17.3% in 2003. The decrease is primarily attributable to a reduction in personnel related costs as compared with the same period last year and to a lesser extent an overall reduction in general spending activity for the period.

Income from continuing operations before taxes for the second quarter of 2004 was $99 thousand or 1.1% of sales compared with $394 thousand or 4.7% of sales for the same period of 2003. This decrease both in dollars and as a percentage of sales is attributable to the increased engineering and development costs offset partially by the decrease in selling, general and administrative expenses that were previously discussed. On a year-to-date basis income from continuing operations before taxes declined from $832 thousand in 2003 to $463 thousand in 2004. This decrease is also a result of the increased engineering and development costs offset partially by the decrease in selling, general and administrative expenses.

TAXES

Our effective income tax rate for the second quarter of 2004 was 42.9 % compared to 38.3 % for the same period last year. The increase of the effective rate during this period is a result of the portion of our tax that is based on capital rather than on income representing a greater portion of our income tax expense for the period. On a year to date basis our effective rate for 2004 is 38.8% as compared with 37.5% for the same period of 2003.

Diluted Earnings per share from continuing operations was $ .01 for the second quarter of 2004 and $.03 for the second quarter of 2003. Year to date diluted earnings per share from continuing operations were $.04 and $.07 for 2004 and 2003 respectively. Changes in the number of shares outstanding did not impact the calculation significantly.

Income from discontinued operations during the second quarter of 2004 was $ 0 as compared with $48 thousand for the same period in 2003. The second quarter of 2003 included activities of the discontinued Electroluminescent Lamp Group. Year to date income from discontinued operations was $0 and $327 thousand for 2004 and 2003 respectively. 2003 discontinued operations included activities through March 14, 2003 for it's former subsidiary, MOD-PAC CORP.. MOD-PAC CORP. was spun off effective March 14, 2003. Also included in this period was the activities for the Electroluminescent Lamp Group that wound down it's operations during 2003. No future impact on income is expected from these discontinued operations.

Net income totaled $57 thousand or $.01 per diluted share for the second quarter of 2004 compared to $ 291 thousand or $.04 per diluted share for the second quarter of 2003. The decreases in Net Income and Earnings Per Share are primarily a result in the reduction of income from continuing operations and discontinued operations as discussed under those headings. Changes in the number of shares outstanding did not impact the earnings Per Share calculation significantly.

LIQUIDITY

The Company's capital expenditures for the first half of 2004 totaled $405 thousand. Capital expenditures for the balance of 2004 are expected to be consistent with prior years, in the range of $250 thousand to $500 thousand and are expected to be financed from cash on hand and cash flows from operations.

The Company believes that cash balances and cash flow from operations will be adequate to meet the Company's operational and capital expenditure requirements for 2004.

The Company's backlog at July 3, 2004 was $22.3 million compared with $18.4 million at the end of the second quarter of 2003 and $18.7 million at December 31, 2003.

The Company's contractual obligations and commercial commitments have not changed materially from disclosures in the Company's Form 10-K for the year ended December 31, 2003

MARKET RISK

There are no recently issued accounting standards that will have a material impact on our financial position or results of operations

This Quarterly Report contains "forward-looking statements". Such statements involve known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from the results expressed or implied by such statements, including general economic and business conditions affecting our customers and suppliers, competitors' responses to our products and services, particularly with respect to pricing, the overall market acceptance of such products and services. We use words like "will," "may," "should," "plan," "believe," "expect," "anticipate," "intend," "future" and other similar expressions to identify forward-looking statements. You should not place undue reliance on these forward-looking statements, which speak only as of their respective dates. These forward-looking statements are based on our current expectations and are subject to number of risks and uncertainties. Our actual operating results could differ materially from those predicted in these forward-looking statements, and any other events anticipated in the forward-looking statements may not actually occur.

Item 4.

Controls and Procedures

-

-

-

432,956

-

-

-

432,956

-

-

-

432,956

-

-

-

432,956

None

None.

Item 6.

Exhibits and Reports on Form 8-K

Exhibit 32. Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

1.

I have reviewed this quarterly report on Form 10-Q of Astronics Corporation;

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and have:

a.

Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b.

Evaluated the effectiveness of the registrant's disclosure controls and procedures presented in this report our conclusions about effectiveness of the disclosure controls and procedures, as of the end of the period covered this based on such evaluation; and

c.

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and;

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.

All significant deficiencies in the design or operation of internal control which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

Date: August 13, 2004

/s/ Peter J. Gundermann

Peter J. Gundermann

President and Chief Executive Officer

1.

I have reviewed this quarterly report on Form 10-Q of Astronics Corporation;

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and have:

a.

Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b.

Evaluated the effectiveness of the registrant's disclosure controls and procedures presented in this report our conclusions about effectiveness of the disclosure controls and procedures, as of the end of the period covered this based on such evaluation; and

c.

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and;

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.

All significant deficiencies in the design or operation of internal control which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

Date: August 13, 2004

/s/ David C. Burney

David C. Burney

Chief Financial Officer