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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

________________________________

FORM 10-Q

For the quarterly period ended May 2, 2003                                                              

OR

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________________ to ________________________

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                 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes          X        No                 

As of June 12, 2003, 20,958,419 shares of the issuer's common stock were outstanding.

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ESTERLINE TECHNOLOGIES CORPORATION
CONSOLIDATED BALANCE SHEET
As of May 2, 2003 and October 25, 2002
(In thousands, except share amounts)

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ESTERLINE TECHNOLOGIES CORPORATION
CONSOLIDATED BALANCE SHEET
As of May 2, 2003 and October 25, 2002
(In thousands, except share amounts)

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ESTERLINE TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
For the Three and Six Months Ended May 2, 2003 and April 26, 2002
(Unaudited)
(In thousands, except per share amounts)

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ESTERLINE TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
For the Three and Six Months Ended May 2, 2003 and April 26, 2002
(Unaudited)
(In thousands, except per share amounts)

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ESTERLINE TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Six Months Ended May 2, 2003 and April 26, 2002
(Unaudited)
(In thousands)

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ESTERLINE TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Six Months Ended May 2, 2003 and April 26, 2002
(Unaudited)
(In thousands)

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Item 2.       Management's Discussion and Analysis of Financial Condition and
                   Results of Operations

We view and operate our businesses in three segments: Avionics & Controls, Sensors & Systems and Advanced Materials. The Avionics & Controls segment designs and manufactures technology interface systems for military and commercial aircraft, similar devices for land- and sea-based military vehicles, secure communications systems, specialized medical equipment, and other industrial applications. The Sensors & Systems segment produces high-precision temperature and pressure sensors, fluid control components, micro-motors, motion control sensors, and other related systems, principally for aerospace and defense customers. The Advanced Materials segment develops and manufactures high-performance elastomer products used in a wide range of commercial aerospace and military applications and combustible ordnance and electronic warfare countermeasure devices for military customers. Sales in all segments are both domestic and international and include defense and commercial customers.

Our current business and strategic growth plan focuses on the continued development of our products in three key technology segments - avionics and controls, sensors and systems, and specialized high-performance elastomers and other complex materials, principally for aerospace and defense markets. We are concentrating our efforts to expand selectively our capabilities in these markets and strive to anticipate the global needs of our customers and to respond to such needs with comprehensive solutions. These efforts focus on continual research and new product development, acquisitions and establishing strategic realignments of operations to expand our capability to become a one-stop-shop supplier to our customers across our entire product offering. In fiscal 2002, we completed four acquisitions in our Avionics & Controls and Advanced Materials segments at an aggregate cost of $128.6 million. In addition, on January 2, 2003 we completed one acquisition in our Sensors & System s segment for $11.3 million, and on June 11, 2003 we acquired a group of companies referred to as the Weston Group for U.K. [POUND]55.0 million in cash (approximately $88.0 million based on the average exchange rate secured through currency hedging). On July 25, 2002, our Board of Directors adopted a formal plan for the sale of the assets and operations of our Automation segment. As a result, the consolidated financial statements present the Automation segment as a discontinued operation.

In fiscal 2002, we recorded an after-tax loss from discontinued operations of $25.0 million. In the second quarter of fiscal 2003, we recorded an additional charge of $5.8 million, net of a $3.5 million tax benefit, for losses in our discontinued operations. This additional charge was precipitated by prolonged weakness in electronics, telecommunications and heavy equipment markets, which is leading to higher operating losses and longer than expected holding periods for our discontinued operations. We believe this additional charge will cover losses expected to be incurred until disposal of our Automation segment.

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Our operations serving the commercial aerospace market have been negatively impacted by the current downturn in the airline industry, which has been recently affected by the conflict in Iraq and the outbreak of SARS and is still being impacted by the events of September 11, 2001, the ongoing concerns of global terrorism and the overall weak economic environment. The reduction in air traffic has severely affected the profitability of the airline industry, which has responded by curtailing flights, reducing aircraft fleet sizes, and deferring aircraft deliveries. A reduction in the number of flights and the size of fleets has resulted in a reduction in repairs, retrofits, and maintenance of aircraft, which in turn has resulted in a reduction in orders for the spare or replacement parts that we produce. The deferment or cancellation of aircraft orders has had a direct impact on our sales of component parts to OEMs. These negative industry conditions continue to affect our near term outlook of OEM s ales and aftermarket business from aircraft operations. Conversely, our operations serving defense customers have benefited from the recent increase in spending by the U.S. Department of Defense, which has resulted in an increase in demand for the products we supply for various air and ground military platforms.

Sales for the second fiscal quarter increased 34.4% when compared with the prior year period. Sales by segment were as follows:

The 16.3% increase in Avionics & Controls principally reflected improved sales volumes of specialized medical equipment, technology interface systems for land-based military vehicles and cockpit switches for a defense retrofit program. The increase in sales also reflected sales of $4.1 million from the acquisition of Janco Corporation and a small product line in the third and fourth quarter of fiscal 2002, respectively. Sales volumes were partially offset by lower aftermarket and OEM sales. Order volume was up 1.6% over the first fiscal quarter of 2003 and 7.6% over the comparable prior year quarter, primarily reflecting the above mentioned acquisitions and partially offset by lower aftermarket order volume.

The 49.9% increase in sales of Sensors & Systems principally reflected a stronger Euro relative to the U.S. dollar, as the average exchange rate from the Euro to the U.S. dollar increased from 0.88 in the second quarter of fiscal 2002 to 1.09 in the second quarter of fiscal 2003. Sales were bolstered by increased sales volumes of a product line for which we act as a distributor

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to the British Ministry of Defence. Order volume decreased 28.8% compared to the first quarter of fiscal 2003 and is down 1.8% over the comparable prior year quarter. The 28.8% decline in orders primarily reflects the sale of a product line and its backlog, and fulfillment of orders for a product line that were included in backlog in the first quarter of fiscal 2003 and shipped in the second quarter of fiscal 2003. These declines were partially offset by the effect of a stronger Euro relative to the U.S. dollar and the acquisition of BVR and its purchased backlog.

The 46.3% increase in Advanced Materials reflected $14.4 million in incremental sales from the acquisition of Burke Industries' Engineered Polymers Group in the third quarter of fiscal 2002 and the acquisition of the Electronic Warfare Passive Expendables Division of BAE Systems North America in the fourth quarter of fiscal 2002. Sales were also enhanced by increased sales of combustible ordnance components. Advanced Materials order volume increased from $39.0 million in the first quarter of fiscal 2003 to $98.7 million in the second quarter of fiscal 2003. The increase principally reflected combustible ordnance component orders.

Overall, gross margin as a percentage of sales was 30.0% for the second quarter of fiscal 2003 compared with 32.1% for the second quarter of fiscal 2002. Segment gross margins ranged from 25.8% to 32.3% for the first fiscal quarter of 2003 compared with 27.8% to 38.1% during the same period in fiscal 2002. Avionics & Controls gross margin increased from the prior year period due to solid sales to military OEMs and strengthening sales of input devices to medical and defense customers. Sensors & Systems gross margin declined from the prior year period due to the effect of a weaker U.S. dollar compared to the Euro on U.S. dollar-denominated sales and Euro-based cost of sales and the increased sales of a product line for which we act as a distributor and realize lower margins. Advanced Materials gross margin declined when compared with the prior year period, reflecting lower gross margin on sales of the recently acquired companies, lower prices for certain combustible ordnance components, an d decreased sales volumes of elastomer material to aerospace and defense customers. The prior year period's elastomer material sales were higher than normal and reflected incremental sales to build customer inventory during the physical move of our elastomer product line.

Selling, general and administrative expenses (which include corporate expenses) totaled $27.2 million and $17.4 million for the second fiscal quarter of 2003 and 2002, respectively, or 20.1% of sales for the second fiscal quarter of 2003 compared with 17.3% for the prior year period. The increase in selling, general and administrative expenses primarily reflected increased amortization of intangible assets, incremental selling, general and administrative expenses due to fiscal 2002 and 2003 acquisitions, and increased pension and medical expenses.

Research, development and engineering expenses were $4.0 million, or 2.9% of sales, for the second fiscal quarter of 2003 compared with $3.2 million, or 3.2% of sales, for the second fiscal quarter of 2002. This is consistent with our philosophy of continually investing in new products and capabilities regardless of the business cycle.

Segment earnings (operating earnings excluding corporate expenses) for the second quarter of fiscal 2003 totaled $14.5 million, compared with $14.7 million for the prior year period. Avionics & Controls earnings of $6.8 million for the second quarter of fiscal 2003 were

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approximately the same as the prior year period and reflected earnings from increased sales of specialized medical equipment and cockpit switches to military OEMs under a retrofit program, and were offset by decreases in aftermarket aircraft OEM sales and higher selling and general and administrative expenses. Sensors & Systems earnings were $3.2 million for the second quarter of fiscal 2003 compared with $2.6 million for the prior year period and primarily reflected increased sales of a product line for which we act as distributor, a price adjustment on pressure sensors sales, and incremental research and development revenues. Sensors & Systems earnings were partially offset by the impact of a weaker U.S. dollar relative to the Euro on U.S. dollar-denominated sales and Euro-based operating expenses. Advanced Materials earnings were $4.7 million for the second quarter of fiscal 2003 compared with $5.6 million for the prior year period. Advanced Materials earnings were impa cted by integration expenses, a temporary shutdown of a countermeasure facility and amortization of intangible assets acquired in connection with recent acquisitions. Successful efforts in lean manufacturing across all segments helped to partially offset unfavorable sales mix and pricing pressures on segment earnings.

The effective income tax rate for the second fiscal quarter of 2003 was 29.4% compared with 30.6% for the second fiscal quarter of 2002. The effective tax rate differed from the statutory rate, as both years benefited from various tax credits.

On April 7, 2003, we sold a product line in our Sensors & Systems segment and reported a gain on sale of $863,000. The sale of the business resulted in the closing of facilities and the termination of the affected employees. Employees were notified of this decision on June 4, 2003 and severance of approximately $800,000 will be accrued in the third quarter of fiscal 2003. In accordance with Statement of Financial Accounting Standards No. 146, "Accounting for Costs Associated with Exit or Disposal Activities," severance cost is recorded when the affected employees are notified and the amount of severance is determined.

New orders for the second fiscal quarter of 2003 were $172.1 million compared with $103.3 million for the same period in 2002, an increase of 66.6%. Backlog at May 2, 2003 was $314.3 million compared with $232.8 million at the end of the prior year period. The increase in backlog compared to April 26, 2002 primarily reflected the increase in combustible ordnance orders and the effect of a stronger Euro relative to the U.S. dollar in the Sensors & Systems segment, as well as fiscal 2002 and 2003 acquisitions.

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Year-to-date sales increased 32.5% when compared with the prior year period. Sales by segment were as follows:

The 19.9% increase in Avionics & Controls principally reflected improved sales volumes of specialized medical equipment and technology interface systems for land-based military vehicles and cockpit switches under a defense retrofit program. The increase in sales also reflected sales of $7.8 million from the acquisition of Janco Corporation and a small product line in the third and fourth quarter of fiscal 2002, respectively.

The 35.6% increase in sales of Sensors & Systems principally reflected a stronger Euro relative to the U.S. dollar, as the average exchange rate from the Euro to the U.S. dollar increased from 0.88 in the first six months of fiscal 2002 to 1.07 in the first six months of fiscal 2003. Sales were bolstered by increased sales volumes of a product line for which we act as a distributor to the British Ministry of Defence.

The 45.4% increase in Advanced Materials reflected $35.6 million in incremental sales from the acquisition of Burke Industries' Engineered Polymers Group in the third quarter of fiscal 2002 and the acquisition of the Electronic Warfare Passive Expendables Division of BAE Systems North America in the fourth quarter of fiscal 2002. Sales were also enhanced by increased sales of combustible ordnance components for tank applications. These sales increases were partially offset by lower sales of elastomer material to aircraft and defense customers. The prior year period's elastomer material sales to defense customers were higher than normal and reflected incremental sales to build customer inventory during the physical move of our elastomer product line.

Overall, gross margin as a percentage of sales was 30.3% for the first six months of fiscal 2003 compared with 32.8% for the first six months of fiscal 2002. Segment gross margins ranged from 25.5% to 33.7% for the first six months of fiscal 2003 compared with 29.7% to 39.5% during the same period in fiscal 2002. Avionics & Controls gross margin increased from the prior year period due to solid sales to military OEMs and strengthening sales of input devices to medical and defense customers. Sensors & Systems gross margin declined from the prior year period due to the effect of a weaker U.S. dollar compared to the Euro on U.S. dollar-denominated sales and Euro-based cost of sales and the increased sales of a product line for which we act as a distributor to the British Ministry of Defence, and accordingly realize lower margins. Advanced

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Materials gross margin declined when compared with the prior year period, reflecting lower gross margin on sales of the recently acquired companies, lower prices for certain combustible ordnance components, and decreased sales volume of elastomer material to aerospace and defense customers.

Selling, general and administrative expenses (which include corporate expenses) totaled $51.6 million and $35.7 million for the first six months of fiscal 2003 and 2002, respectively, or 19.7% of sales for the first six months of fiscal 2003 compared with 18.1% for the prior year period. The increase in selling, general and administrative expenses primarily reflected increased amortization of intangible assets, incremental selling, general and administrative expenses due to fiscal 2002 and 2003 acquisitions, and increased pension and medical expenses.

Research, development and engineering expenses were $8.2 million, or 3.1% of sales, for the first six months of fiscal 2003 compared with $6.3 million, or 3.2% of sales, for the first six months of 2002. This is consistent with our philosophy of continually investing in new products and capabilities regardless of the business cycle.

Segment earnings (operating earnings excluding corporate expenses) for the first six months of fiscal 2003 totaled $27.7 million, compared with $28.6 million for the prior year period. Avionics & Controls earnings of $13.2 million for the first six months of fiscal 2003 compared with $12.7 million in prior year period and reflected earnings from increased sales of specialized medical equipment and cockpit switches to military OEMs, and was partially offset by higher selling and general and administrative expenses. Sensors & Systems earnings were $4.4 million for the first six months of fiscal 2003 compared with $5.4 million for the prior year period and primarily reflected the impact of a weaker U.S. dollar relative to the Euro on U.S. dollar-denominated sales and Euro-based operating expenses. Advanced Materials earnings were $10.4 million for the first six months of fiscal 2003 compared with $11.2 million for the prior year period. Advanced Mater ials earnings were impacted by integration expenses, a three-week shutdown of a countermeasure facility and amortization of intangible assets acquired in connection with recent acquisitions. Successful efforts in lean manufacturing across all segments helped to partially offset unfavorable sales mix and pricing pressures on segment earnings.

On April 7, 2003, we sold a product line in our Sensors & Systems segment and reported a gain on sale of $863,000. The sale of the business resulted in the closing of facilities and the termination of the affected employees. Employees were notified of this decision on June 4, 2003 and severance of approximately $800,000 will be accrued in the third quarter of fiscal 2003. In accordance with Statement of Financial Accounting Standards No. 146, "Accounting for Costs Associated with Exit or Disposal Activities," severance cost is recorded when the affected employees are notified and the amount of severance is determined.

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Cash and cash equivalents on hand at May 2, 2003 totaled $31.1 million, an increase of $8.6 million from October 25, 2002. Net working capital decreased to $105.9 million at May 2, 2003 from $121.2 million at October 25, 2002, and reflected the classification of $30.0 million of the 1999 Senior Notes due in November 2003 as a current liability, an increase in our credit facilities, and partially offset by an increase in cash and equivalents and other current assets.

Capital expenditures, consisting of machinery, equipment and computers, are anticipated to be approximately $17.5 million during fiscal 2003, compared with $15.1 million expended in fiscal 2002. Capital expenditures for the first six months of 2003 totaled $7.1 million, primarily for machinery and equipment, including enhancements to information systems.

Total debt at May 2, 2003 was $111.5 million and consisted of $100.0 million under our 1999 Senior Notes, $5.0 million under a line of credit facility and $6.5 million under various foreign currency debt agreements, including capital lease obligations. The 1999 Senior Notes have maturities ranging from 2003 to 2008 and interest rates from 6% to 6.77%.

On June 11, 2003, the Company acquired a group of companies referred to as the Weston Group from The Roxboro Group PLC for U.K. [POUND]55.0 million in cash (approximately $88.0 million based on the average exchange rate secured through currency hedging). The acquisition was financed with a portion of the proceeds from the issuance of $175.0 million in 7.75% Senior Subordinated Notes due June 15, 2013. In addition, the existing $50 million revolving line of credit was replaced with a $60 million revolving line of credit.

We believe cash on hand, funds generated from operations, and the above debt offering are adequate to service operating cash requirements and capital expenditures through 2003. In addition, we believe that we have adequate access to capital markets to fund future acquisitions.

This quarterly report on Form 10-Q contains forward-looking statements. These statements relate to future events or our 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 our Annual Report on Form 10-K for the fiscal year ended October 25, 2002, that may cause our or the industry's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. You should not place undue reliance on these forward-looking st atements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance or achievements.

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a)    Evaluation of Disclosure Controls and Procedures

Within the 90 days prior to the date of this report, we carried out an evaluation, under the supervision and with the participation of our management, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Exchange Act). Based upon that evaluation, our Chairman, President and Chief Executive Officer and our Vice President and Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure that information we are required to disclose in the reports that we file under the Exchange Act is recorded, processed, summarized and reported within time periods specified in Securities and Exchange Commission rules and forms.

b)    Changes in Internal Controls

There were no significant changes in our internal controls or in other factors that could significantly affect our disclosure controls and procedures subsequent to the date of the evaluation. There were no significant deficiencies or material weaknesses, and therefore, there were no corrective actions taken.

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From time to time we are involved in legal proceedings arising in the ordinary course of business. We believe that adequate reserves for these liabilities have been made and that there is no litigation pending that could have a material adverse effect on our results of operations and financial condition.

At our annual meeting of shareholders held on March 5, 2003, the shareholders acted on the following proposals:

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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;

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-14 and 15d-14) for the registrant and we have:

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

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6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

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;

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-14 and 15d-14) for the registrant and we have:

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5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

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