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__________________________

Commission file number      1-6357

      ESTERLINE TECHNOLOGIES CORPORATION      
(Exact Name of Registrant as Specified in its Charter)

10800 NE 8th Street, Bellevue, Washington 98004
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code      425/453-9400

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 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes      X            No           

As of September 6, 2002, 20,775,068 shares of the registrant's common stock were outstanding.

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ESTERLINE TECHNOLOGIES CORPORATION
CONSOLIDATED BALANCE SHEET
As of July 26, 2002 and October 26, 2001
(In thousands, except share amounts)

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ESTERLINE TECHNOLOGIES CORPORATION
CONSOLIDATED BALANCE SHEET
As of July 26, 2002 and October 26, 2001
(In thousands, except share amounts)

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ESTERLINE TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
For the Three and Nine Months Ended July 26, 2002 and July 27, 2001
(Unaudited)
(In thousands, except per share amounts)

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ESTERLINE TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
For the Three and Nine Months Ended July 26, 2002 and July 27, 2001
(Unaudited)
(In thousands, except per share amounts)

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ESTERLINE TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Nine Months Ended July 26, 2002 and July 27, 2001
(Unaudited)
(In thousands)

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ESTERLINE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Three and Nine Months Ended July 26, 2002 and July 27, 2001
(Unaudited)

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Management views and operates the Company's businesses in two segments: Aerospace and Advanced Materials. A third segment, Automation, was discontinued. The Company serves primarily aerospace and defense customers with manufactured products such as high-end components for avionics, propulsion and guidance systems, high-performance elastomers and other complex materials. Management's strategic growth plan revolves around the development of three key technologies - sensors and controls, specialized high-performance materials and illuminated displays principally for aerospace and defense markets. The Company is concentrating its efforts to expand selectively its capabilities in these markets.

As part of the Company's long-term strategic direction, the Company strives to anticipate the global needs of its customers and to respond to such needs with comprehensive solutions worldwide. This effort has resulted in establishing strategic realignments of operations providing the capability to offer a more extensive product line to each customer through a single contact. In the third quarter of fiscal 2002 the Company completed three acquisitions in its Aerospace and Advanced Materials segments for $58.2 million.

On July 25, 2002, the Board of Directors adopted a formal plan for the sale of the assets and operations of its Automation segment. As a result, the consolidated financial statements present the Automation segment as a discontinued operation. The Company recorded an after-tax loss from discontinued operations for the three months ended July 26, 2002, of $17.5 million, including $5.7 million of quarterly operating losses, $6.5 million to reduce the net assets of the subsidiaries to net realizable value and $5.3 million for losses expected to be incurred until disposal. The loss from discontinued operations aggregated $22.1 million for the nine months ended July 26, 2002, including the $11.8 million after-tax charge and $10.3 million in year-to-date operating losses of the discontinued operations.

Sales for the third quarter of fiscal 2002 were essentially flat when compared with the prior year period. Sales by segment were as follows:

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The moderate increase in Aerospace sales reflected an increase in such components as temperature sensors, cockpit displays, controls and medical input devices. These increases were partially offset by a continued reduction in new aircraft build rates and a decrease in aftermarket spares sales to airlines. The modest decrease in Advanced Materials sales reflected similar commercial aircraft declines, lower sales of combustible ordnance, and continued weak industrial commercial markets. This was partially offset by an increase in sales of specialized high-performance advanced materials to aerospace customers resulting from the acquisition of Burke Industries' Engineered Polymers Group in the third quarter of fiscal 2002.

Overall, gross margin as a percentage of sales was 32.3% for the third quarter of fiscal 2002 compared with 38.6% for the third quarter of fiscal 2001. Aerospace and Advanced Materials gross margins were 35.4% and 26.6%, respectively, for the third quarter of fiscal 2002 compared with 39.0% and 37.9% for the same period in 2001. Aerospace gross margin declined from the prior year period due to sales mix - principally lower sales of aftermarket airline spares. Advanced Materials gross margin declined when compared to the prior year period, also reflecting lower sales of high margin aftermarket spares, sales mix and a lower recovery of fixed overhead costs.

Selling, general and administrative expenses (which include corporate expenses) totaled $19.8 million and $20.3 million for the third quarter of fiscal 2002 and 2001, respectively, or 17.7% of sales for the third quarter of fiscal 2002 compared with 18.2% for the prior year period. The reduction in selling, general and administrative expenses was primarily due to a $1.3 million decrease in amortization of goodwill due to the adoption of Statement No. 142. Research, development and engineering spending was $4.4 million, or 3.9% of sales, for the third quarter of fiscal 2002 compared with $4.0 million, or 3.6% of sales, for the third quarter of fiscal 2001.

Segment earnings (operating earnings excluding corporate expenses) for the third quarter of 2002 totaled $15.2 million, a 30.5% decrease compared to the third quarter of 2001, primarily reflecting a 17.7% and 48.9% decline in Aerospace and Advanced Materials, respectively. The $2.3 million decrease in Aerospace earnings reflected unfavorable product mix, principally due to the decrease in aftermarket sales. The $4.4 million decrease in Advanced Materials reflected unfavorable product mix, shipment delays and a lower recovery of fixed overhead costs. This was partially offset by headcount reductions and cost savings from lean manufacturing.

In February 2001, the Company reached agreements with several insurance companies settling a disputed insurance claim. The Company received and recognized approximately $3.0 million in recoveries in the second quarter of fiscal 2001. An underlying case concluded during the third quarter of fiscal 2001 and the Company received and recognized a final recovery of $1.6 million.

The effective income tax rate for the third quarter of fiscal 2002 was 34.1% compared with 37.0% for the third quarter of fiscal 2001. The effective tax rate differed from the statutory rate in fiscal 2002 and 2001, as both years benefited from various tax credits. The decrease resulted from no longer amortizing goodwill for financial statement purposes pursuant to Statement No. 142. Additionally, the relative effect of the export tax benefits and research and

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development tax credits increased in fiscal 2002 due to the reduction in earnings before income taxes and cumulative effect of a change in accounting principle.

New orders for the third quarter of fiscal 2002 were $131.0 million compared with $102.8 million for the same period in 2001, an increase of 27.5%. The increase in new orders was primarily due to the acquisitions of Burke Industries' Engineered Polymers Group and Janco Corporation.

Year-to-date sales declined 2.4% when compared with the prior year period. Sales by segment were as follows:

Aerospace sales, while nearly identical on a period-to-period basis, reflected a measurable sales mix shift. The first nine months of fiscal 2002 saw a decline in sales of aftermarket spares and lower sales to OEMs due to the drop in airframe and jet engine build rates. This decline was offset by the combination of new product sales, including such components as temperature and pressure sensors, cockpit displays and other controls to both commercial and defense customers, and an increase in sales of medical input devices. The decrease in Advanced Materials sales also reflected the decline in aftermarket spares and the drop in airframe and jet engine build rates. This decline was partially offset by increased sales of combustible ordnance and sales of specialized high-performance advanced materials to aerospace and defense customers.

Gross margin as a percentage of sales was 32.6% for the first nine months of fiscal 2002 compared with 38.0% for the first nine months of fiscal 2001. Aerospace and Advanced Materials gross margins were 34.6% and 28.8%, respectively, for the first nine months of fiscal 2002 compared with 37.9% and 38.2% during the same period in 2001. Aerospace gross margin declined from the prior period due to lower sales of aftermarket spares. Advanced Materials gross margin declined when compared to the prior period, also reflecting the decline in aftermarket spares sales. In addition, for Advanced Materials, sales mix and unabsorbed fixed costs due to the continued decline in sales to aircraft OEM and industrial/commercial customers contributed to the gross margin decrease.

Selling, general and administrative expenses (which include corporate expenses) totaled $55.6 million and $61.6 million for the first nine months of fiscal 2002 and 2001, respectively, or 17.9% of sales for the first nine months of 2002 compared with 19.4% for the prior year period.

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The decrease in selling, general and administrative expenses primarily reflected a $4.0 million decrease in amortization of goodwill due to the implementation of Statement No. 142 and certain selling expense reductions. Research, development and engineering spending was $10.7 million for the first nine months of fiscal 2002 compared with $10.5 million for the first nine months of fiscal 2001; 3.5% and 3.3% of sales for the respective periods.

Segment earnings (operating earnings excluding corporate expenses) for the first nine months of fiscal 2002 totaled $43.8 million, a 24.7% decrease compared with the prior year period. First quarter results for Aerospace and Advanced Materials were positive in comparison to the prior year period; however, second and third quarter results were weaker than the prior year period. Aerospace earnings were $28.8 million for the first nine months of fiscal 2002 compared with $31.6 million in the same prior year period. The decline in aftermarket spares sales was more pronounced in the second and third quarter than the first quarter of fiscal 2002. Advanced Materials earnings were $15.0 million for the first nine months of fiscal 2002 compared with $26.6 million for the first nine months of fiscal 2001. Unfavorable changes in aircraft sales mix, cancelled and delayed shipments and pricing pressures continued from the first and second quarters of fiscal 2002. The Company's successful efforts in lean manufacturing across all segments helped to partially offset unfavorable sales mix and pricing pressures on segment earnings.

In February 2001 the Company reached agreements with several insurance companies settling a disputed insurance claim. The Company received and recognized approximately $3.0 million in recoveries in the second quarter of fiscal 2001. An underlying case concluded during the third quarter of fiscal 2001 and the Company received and recognized a final recovery of $1.6 million.

The effective income tax rate for the first nine months of fiscal 2002 and 2001 was 32.6% and 36.6%, respectively. The effective tax rate differed from the statutory rate in fiscal 2002 and 2001, as both years benefited from various tax credits. The decrease in the effective tax rate from 2001 resulted from no longer amortizing goodwill for financial statement purposes pursuant to Statement No. 142. Additionally, the relative effect of the export tax benefits and research and development tax credits increased in fiscal 2002 due to the reduction in earnings before income taxes and cumulative effect of a change in accounting principle.

New orders for the first nine months of fiscal 2002 were $339.8 million compared with $343.4 million for the same period in fiscal 2001. Although Aerospace order rates decreased from the prior year nine month period, orders progressively increased from the first quarter of 2002. Compared with the prior year, Advanced Materials orders slightly increased from the prior year period and reflected the acquisition of Burke Industries' Engineered Polymers Group. Backlog at July 26, 2002, was $251.4 million compared with $242.5 million at July 27, 2001. Backlog has increased sequentially since the fourth quarter of fiscal 2001 despite the softness in aircraft and industrial markets served by Aerospace and Advanced Materials. Approximately $159.5 million in backlog is scheduled for delivery after fiscal 2002. Most orders in backlog are subject to cancellation until delivery.

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Cash and cash equivalents on hand at July 26, 2002 totaled $88.3 million, a decrease of $31.6 million from October 26, 2001. Net working capital decreased to $169.0 million at July 26, 2002 from $219.2 million at October 26, 2001. The decrease in working capital reflected the cash required for acquisitions and the accounting for the discontinuance of Automation, which reclassified Automation's working capital to Net Assets of Discontinued Operations on the accompanying balance sheet.

Capital expenditures, consisting of machinery, equipment and computers, are anticipated to be approximately $15 million during fiscal 2002 compared with $15.8 million expended in fiscal 2001. Capital expenditures for the first nine months of 2002 totaled $12.2 million and were primarily for machinery and equipment, including enhancements to information systems.

Acquisitions for the first nine months of 2002 totaled approximately $58.2 million and included Burke Industries' Engineered Polymers Group for approximately $38.7 million, Janco Corporation for approximately $13.8 million and a supplier of advanced input devices for approximately $5.7 million.

Total debt at July 26, 2002 was $111.0 million and consisted of $100.0 million under the Company's 1999 Senior Notes, $5.7 million under the Company's 8.75% Senior Notes, and $5.3 million under various foreign currency debt agreements, including capital lease obligations. The 8.75% Senior Notes matured on July 30, 2002. The 1999 Senior Notes have maturities ranging from 2003 to 2008 and interest rates from 6.0% to 6.77%. Management believes cash on hand and funds generated from operations are adequate to service operating cash requirements and capital expenditures through 2002.

On August 29, 2002, the Company acquired BAE Systems Integrated Defense Solutions, Inc.'s radar countermeasure chaff and infrared decoy flare operations for approximately $68 million in cash. Management expects to pay the total consideration from its working capital.

This quarterly report on Form 10-Q contains forward-looking statements. These statements relate to future events or the Company's future financial performance. In some cases, you can identify forward-looking statements by terminology such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "potential," "predict," "should" or "will" or the negative of such terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risk factors set forth in "Forward-Looking Statements and Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended October 26, 2001, and current uncertainties associated with telecommunications and computer markets that may cause the Company's or the industry's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or i mplied by such forward-looking statements. You should not place undue reliance on these forward-looking

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statements. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, performance or achievements.

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From time to time the Company is involved in legal proceedings arising in the ordinary course of business. The Company believes that adequate reserves for these liabilities have been made and that there is no litigation pending that could have a material adverse effect on the Company's results of operations and financial condition.

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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.

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I, Robert W. Cremin, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Esterline Technologies 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; and

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.

I, Robert D. George, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Esterline Technologies 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; and

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.

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