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

________________________________

OR

Commission file number  1-6357

      ESTERLINE TECHNOLOGIES CORPORATION      
(Exact name of registrant as specified in its charter)

500 108th Avenue NE, 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 September 11, 2003, 21,034,463 shares of the issuer's common stock were outstanding.

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Item 1.      Financial Statements

ESTERLINE TECHNOLOGIES CORPORATION
CONSOLIDATED BALANCE SHEET
As of August 1, 2003 and October 25, 2002
(In thousands, except share amounts)

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ESTERLINE TECHNOLOGIES CORPORATION
CONSOLIDATED BALANCE SHEET
As of August 1, 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 Nine Month Periods Ended August 1, 2003 and July 26, 2002
(Unaudited)
(In thousands, except per share amounts)

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ESTERLINE TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
For the Three and Nine Month Periods Ended August 1, 2003 and July 26, 2002
(Unaudited)
(In thousands, except per share amounts)

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ESTERLINE TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Nine Month Periods Ended August 1, 2003 and July 26, 2002
(Unaudited)
(In thousands)

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ESTERLINE TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Nine Month Periods Ended August 1, 2003 and July 26, 2002
(Unaudited)
(In thousands)

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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 comme rcial 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, an acquisition was completed on January 2, 2003 for $11.3 million, and on June 11, 2003 we acquired a group of companies referred to as the Weston Group for U.K. Pounds 55.0 million in cash (approximately $95.3 million based on the closing exchange rate and including acquisition costs). These fiscal 2003 acquisitions were included in our Sensors & Systems segment. 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 led to higher operating losses and longer than expected holding periods for our discontinued operations. On July 23, 2003, we sold our Excellon Automation subsidiary. We believe our discontinued operations' loss reserves are adequate to cover the holding cost and the loss on disposal of the remainder of the segment.

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Our operations serving the commercial aerospace market have been negatively impacted by the continued downturn in the airline industry, which has been 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 sale s 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 third fiscal quarter increased 25.0% when compared with the prior year period. Sales by segment were as follows:

The 14.9% 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. Shipments under this retrofit program are expected to be substantially complete in September 2003. The increase also reflected sales of $2.4 million from the acquisition of Janco Corporation (Janco) and a small product line in the third and fourth quarter of fiscal 2002, respectively. Sales volumes were partially offset by lower airline aftermarket and commercial aircraft OEM sales. Order volume was down 11% over the comparable prior year quarter, primarily reflecting lower OEM orders for cockpit switches, panels and displays and the acquisition of Janco and its backlog in the third quarter of fiscal 2002.

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The 32.1% increase in sales of Sensors & Systems principally reflected $8.5 million in incremental sales from the Weston Group and BVR Aero Precision Corporation (BVR) acquisitions and a stronger Euro relative to the U.S. dollar, as the average exchange rate from the Euro to the U.S. dollar increased from 0.96 in the third quarter of fiscal 2002 to 1.15 in the third quarter of fiscal 2003. Sales were also bolstered by increased sales volumes of a product line for which we act as a distributor to the British Ministry of Defence (British MOD). These shipments to the British MOD were completed in May 2003. Order volume increased 64.8% over the comparable prior year quarter, which principally reflected the acquisition of the Weston Group.

The 31.1% increase in Advanced Materials reflected $10.3 million in incremental sales from 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 5.3% over the comparable prior year quarter and decreased 49.5% from the second quarter of fiscal 2003. The 49.5% decrease in orders principally reflected the timing of receiving orders in the second quarter for an annual quantity of combustible ordnance components.

Overall, gross margin as a percentage of sales was 32.5% for the third quarter of fiscal 2003 compared with 32.3% for the third quarter of fiscal 2002. Segment gross margins ranged from 30.2% to 33.9% for the third fiscal quarter of 2003 compared with 26.2% to 39.9% 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. In addition, Sensors & Systems gross margin was impacted by the shipment of acquired inventories of the Weston Group, which were valued at fair market value at acquisition in accordance with generally accept ed accounting principles. Advanced Materials gross margin increased when compared with the prior year period principally reflecting higher sales/volume mix of combustible ordnance components.

Selling, general and administrative expenses (which include corporate expenses) totaled $26.1 million and $19.8 million for the third fiscal quarter of 2003 and 2002, respectively, or 18.5% of sales for the third fiscal quarter of 2003 compared with 17.7% 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, the effect of a stronger Euro relative to the U.S. dollar on selling, general and administrative expenses of our Sensors & Systems business, and increased pension and medical expenses.

Research, development and engineering expenses were $6.2 million, or 4.4% of sales, for the third fiscal quarter of 2003 compared with $4.4 million, or 3.9% of sales, for the third fiscal quarter of 2002. This is consistent with our philosophy of continually investing in new products and capabilities regardless of the business cycle.

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Segment earnings (operating earnings excluding corporate expenses) for the third quarter of fiscal 2003 totaled $17.5 million, compared with $15.2 million for the prior year period. Avionics & Controls earnings of $7.7 million for the third quarter of fiscal 2003 compared with $6.3 million for the prior year period. Avionics & Controls earnings reflected increased sales of specialized medical equipment and cockpit switches to military OEMs under a retrofit program, decreases in airline aftermarket and aircraft OEM sales and higher selling, general and administrative expenses. Sensors & Systems earnings were $2.3 million for the third quarter of fiscal 2003 compared with $4.4 million for the prior year period. Sensors & Systems earnings were impacted by a weaker U.S. dollar relative to the Euro on U.S. dollar-denominated sales and Euro-based operating expenses, the completion of certain shipments to the British MOD in May 2003, inte gration expenses, and amortization of intangible assets acquired in connection with recent acquisitions. Advanced Materials earnings were $7.8 million for the third quarter of fiscal 2003 compared with $4.8 million for the prior year period. Advanced Materials earnings principally reflected increased sales of combustible ordnance components. In addition, Advanced Materials earnings were impacted by 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 third fiscal quarter of 2003 was 27.1% compared with 34.0% for the third fiscal quarter of 2002. The decrease in the effective tax rate reflected increased income before income taxes in lower tax rate jurisdictions and higher tax credits.

On June 11, 2003, we acquired a group of companies referred to as the Weston Group for U.K. Pounds 55.0 million in cash (approximately $95.3 million based on the closing exchange rate and including acquisition costs). We hedged the U.K. Pounds 55.0 million purchase price using foreign currency forward contracts and recorded a foreign currency gain of approximately $2.7 million at closing of the acquisition and the settlement of foreign currency forward contracts.

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 $929,000 was recorded 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 third fiscal quarter of 2003 were $147.4 million compared with $131.0 million for the same period in 2002, an increase of 12.5%. Backlog at August 1, 2003 was $321.2 million compared with $251.4 million at the end of the prior year period. The increase in backlog compared to July 26, 2002 primarily reflected fiscal 2002 and 2003 acquisitions, the increase in combustible ordnance orders and the effect of a stronger Euro relative to the U.S. dollar in the Sensors & Systems segment.

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Year-to-date sales increased 29.8% when compared with the prior year period. Sales by segment were as follows:

The 18.2% 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. Shipments under this retrofit program are expected to be substantially complete in September 2003. The increase in sales also reflected sales of $10.3 million from the acquisition of Janco Corporation and a small product line in the third and fourth quarter of fiscal 2002, respectively.

The 34.3% increase in sales of Sensors & Systems principally reflected $10.6 million in incremental sales from the Weston Group and BVR acquisitions and a stronger Euro relative to the U.S. dollar, as the average exchange rate from the Euro to the U.S. dollar increased from 0.91 in the first nine months of fiscal 2002 to 1.09 in the first nine months of fiscal 2003. In addition, sales were bolstered by increased sales volumes of a product line for which we act as a distributor to the British MOD. These shipments to the British MOD were completed in May 2003.

The 40.2% increase in Advanced Materials reflected $47.5 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. These sales increases were partially offset by lower sales of elastomer material to aerospace 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 31.1% for the first nine months of fiscal 2003 compared with 32.6% for the first nine months of fiscal 2002. Segment gross margins ranged from 27.1% to 33.8% for the first nine months of fiscal 2003 compared with 28.4% to 39.7% 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

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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 MOD, and accordingly realize lower margins. In addition, Sensors & Systems gross margin was impacted by the shipment of acquired inventories of the Weston Group, which were valued at fair market value in accordance with generally accepted accounting principles. Advanced Materials gross margin declined when compared with the prior year period, reflecting lower gross margin on sales of the recently acquired companies and decreased recovery of fixed costs at our specialized metal finishing unit.

Selling, general and administrative expenses (which include corporate expenses) totaled $77.7 million and $55.6 million for the first nine months of fiscal 2003 and 2002, respectively, or 19.3% of sales for the first nine months of fiscal 2003 compared with 17.9% 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, the effect of a stronger Euro relative to the U.S. dollar on selling, general and administrative expenses of our Sensors & Systems business, and increased pension and medical expenses.

Research, development and engineering expenses were $14.3 million, or 3.6% of sales, for the first nine months of fiscal 2003 compared with $10.7 million, or 3.5% of sales, for the first nine 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 nine months of fiscal 2003 totaled $45.2 million, compared with $43.8 million for the prior year period. Avionics & Controls earnings of $20.9 million for the first nine months of fiscal 2003 compared with $19.0 million in the 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, general and administrative expenses. Sensors & Systems earnings were $6.7 million for the first nine months of fiscal 2003 compared with $9.8 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, integration expenses and amortization of intangible assets acquired in connection with recent acquisitions. Advanced Materials earnings were $18.3 million for the first nine months of fiscal 2003 compared with $16.0 million for the prior year period. Advanced Materials earnings growth was principally from acquisitions and partially offset by integration expenses, a three-week shutdown of a countermeasure facility in the second quarter of fiscal 2003 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 first nine months of 2003 was 28.9% compared with 32.6% for the first nine months of 2002. The decrease in the effective tax rate reflected increased income before income taxes in lower tax rate jurisdictions and higher tax credits.

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On June 11, 2003, we acquired a group of companies referred to as the Weston Group for U.K. Pounds 55.0 million in cash (approximately $95.3 million based on the closing exchange rate and including acquisition costs). We hedged the U.K. Pounds 55.0 million purchase price using foreign currency forward contracts and recorded a foreign currency gain of approximately $2.7 million at closing of the acquisition and settlement of foreign currency forward contracts.

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 $929,000 was recorded 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.

Cash and cash equivalents on hand at August 1, 2003 totaled $120.5 million, an increase of $98.0 million from October 25, 2002, principally reflecting the net proceeds from the issuance of $175.0 million in notes payable and the $95.3 million acquisition of the Weston Group. Net working capital increased to $199.1 million at August 1, 2003 from $121.2 million at October 25, 2002, and principally reflected an increase in cash and equivalents.

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 nine months of 2003 totaled $11.3 million, primarily for machinery and equipment, including enhancements to information systems.

Total debt at August 1, 2003 was $280.2 million and consisted of $175.0 million in 7.75% Senior Subordinated Notes, $100.0 million under our 1999 Senior Notes, and $5.2 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 the Weston Group from The Roxboro Group PLC for U.K. Pounds 55.0 million in cash (approximately $95.3 million based on the closing exchange rate and including acquisition costs). 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. In November 2003, $30.0 million of long-term Senior Notes, Series A, are due.

We believe cash on hand, funds generated from operations, and the above debt offering are adequate to service operating cash requirements, the repayment of $30 million of long-term Senior Notes, Series A, and capital expenditures for the next twelve months. 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. We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations are reasonable, 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 f rom any future results, performance or

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achievements expressed or implied by such forward-looking statements. You should not place undue reliance on these forward-looking statements.

Item 4.   Controls and Procedures

Our principal executive and financial officers evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of August 1, 2003. Based upon that evaluation, they concluded as of August 1, 2003 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.

During the time period covered by this report, there were no significant changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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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.

(a)           Exhibits

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(b)           Reports on Form 8-K.

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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