SECURITIES AND EXCHANGE COMMISSION

                    Washington, D.C. 20549

                          Form 10-Q


(Mark One)

(X)  Quarterly Report Pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934 For the quarterly period ended
     March 31, 2000

                              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 1-10596


                 ESCO ELECTRONICS CORPORATION

    (Exact name of registrant as specified in its charter)


Missouri                                           43-1554045
(State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)            Identification No.)

8888 Ladue Road, Suite 200                         63124-2090
St. Louis, Missouri                                (Zip Code)
(Address of principal executive offices)



Registrant's telephone number, including area code:(314) 213-7200


  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

The number of shares of the registrant's common stock outstanding
at April 30, 2000 was 12,306,793.




PART I.  FINANCIAL INFORMATION

Item 1. Financial Statements


        ESCO ELECTRONICS CORPORATION AND SUBSIDIARIES
             Consolidated Statements of Operations
                         (Unaudited)
       (Dollars in thousands, except per share amounts)


                                            Three Months Ended
                                                  March 31,
                                                  ---------
                                             2000        1999
                                             ----        ----
Net sales                                  $ 70,062     96,214
Costs and expenses:                         -------     ------

 Cost of sales                               48,486     71,178
 Selling, general and administrative expenses14,686     18,593
 Interest (income) expense                    (157)      1,704
 Other, net                                   1,449      1,580
                                             ------     ------
    Total costs and expenses                 64,464     93,055
                                             ------     ------
Earnings before income taxes                  5,598      3,159
Income tax expense                            2,081      1,112
                                             ------     ------
Net earnings                                  3,517      2,047
                                             ------     ------


Earnings per share: - Basic                $   .29        .17
                    - Diluted                  .28        .16
                                               ===        ===

See accompanying notes to consolidated financial statements.




          ESCO ELECTRONICS CORPORATION AND SUBSIDIARIES
              Consolidated Statements of Operations
                           (Unaudited)
        (Dollars in thousands, except per share amounts)


                                             Six Months Ended
                                               March 31,
                                               ---------
                                             2000        1999
                                             ----        ----

Net sales                                   135,927    184,407
                                            -------    -------
Costs and expenses:
 Cost of sales                               94,723    136,477
 Selling, general and administrative
   expenses                                  28,438     35,814
 Interest (income) expense                    (308)      3,436
 Other, net                                   3,040      3,190
 Gain on sale of property                   (2,239)          -
                                            -------    -------
    Total costs and expenses                123,654    178,917
                                            -------    -------
Earnings before income taxes                 12,273      5,490
Income tax expense                            3,700      1,928
                                            -------    -------
Net earnings before accounting change         8,573      3,562
                                            -------    -------
Cumulative effect of accounting change,
   net of tax                                     -   (25,009)
                                            -------   -------
Net earnings (loss)                           8,573   (21,447)
                                            =======   =======
Earnings (loss) per share:
   Earnings before accounting change:
                         -  Basic            $  .70        .29
                         -  Diluted             .68        .28
                                                ===        ===
   Net earnings (loss)   -  Basic            $  .70      (1.74)
                         -  Diluted             .68      (1.74)
                                                ===      ======
See accompanying notes to consolidated financial statements



          ESCO ELECTRONICS CORPORATION AND SUBSIDIARIES
                   Consolidated Balance Sheets
                     (Dollars in thousands)
                                             March 31,September 30,
                                               2000        1999
                                               ----        ----
Assets                                      (Unaudited)
Current assets:
 Cash and cash equivalents                  $ 11,928     87,709
 Accounts receivable, less allowance for
   doubtful accounts of $629 and $574,
   respectively                               43,415     38,669
 Costs and estimated earnings on long-term
   contracts, less progress billings of
   $10,698 and $11,778, respectively           7,801      4,019
 Inventories                                  41,431     39,590
 Other current assets                          4,560      3,559
                                             -------    -------
      Total current assets                   109,135    173,546
                                             -------    -------
Property, plant and equipment, at cost       106,719    109,763
Less accumulated depreciation and
  amortization                                38,177     38,445
                                             -------    -------
       Net property, plant and equipment       68,542     71,318
Excess of cost over net assets of purchased
   businesses, less accumulated amortization
   of $7,684 and $6,631, respectively         72,537     68,950
Deferred tax assets                           41,351     44,783
Other assets                                  21,651     19,788
                                             -------    -------
                                            $313,216    378,385
                                             =======    =======
Liabilities and Shareholders' Equity
Current liabilities:
 Short-term borrowings and current
   maturities of long-term debt              $  -        20,598
 Accounts payable                             27,485     26,339
 Advance payments on long-term contracts,
   less costs incurred of $2,256 and $479,
   respectively                                1,916        682
 Accrued expenses and other current
   liabilities                                20,105     30,598
                                             -------    -------
      Total current liabilities               49,506     78,217
                                             -------    -------
Other liabilities                             10,127      9,583
Long-term debt                                   849     41,896
                                             -------    -------
      Total liabilities                       60,482    129,696
                                             -------    -------
Commitments and contingencies                   -          -
Shareholders' equity:
 Preferred stock, par value $.01 per share,
   authorized 10,000,000 shares                 -          -
 Common stock, par value $.01 per share, authorized
   50,000,000 shares; issued 13,180,504 and
   12,782,663 shares, respectively               132        128
 Additional paid-in capital                  204,428    201,719
 Retained earnings since elimination of
   deficit at September 30, 1993              61,296     52,723
 Accumulated other comprehensive loss        (3,376)    (1,870)
                                             -------    -------
                                             262,480    252,700
 Less treasury stock, at cost; 892,425
   and 404,625 common shares, respectively   (9,746)    (4,011)
                                             -------    -------
      Total shareholders' equity             252,734    248,689
                                             -------    -------
                                            $313,216    378,385
                                             =======    =======


See accompanying notes to consolidated financial statements.



          ESCO ELECTRONICS CORPORATION AND SUBSIDIARIES
              Consolidated Statements of Cash Flows
                           (Unaudited)
                     (Dollars in thousands)


                                               Six Months Ended
                                                   March 31,
                                                   ---------
                                                 2000      1999
                                                 ----      ----
Cash flows from operating activities:
 Net earnings (loss)                          $ 8,573  (21,447)
 Adjustments to reconcile net earnings
   (loss) to net cash (used) provided
   by operating activities:
     Depreciation and amortization             7,046     9,022
     Changes in operating working capital,
     net of accounting change                (17,864)  (13,107)
     Effect of accounting change, net of tax    -       25,009
Other                                           (415)    3,649
                                              -------  -------
      Net cash (used) provided by operating
        activities                            (2,660)    3,126
                                             -------   -------
Cash flows from investing activities:
 Capital expenditures                         (4,360)   (4,295)
 Acquisition (divestiture) of businesses,
   less cash acquired                         (3,900)     -
                                            --------   --------
  Net cash used by investing activities       (8,260)   (4,295)
                                            --------   --------
Cash flows from financing activities:
 Net increase (decrease) in short-term
   borrowings                                (12,506)    9,000
 Proceeds from long-term debt                     80        96
Principal payments on long-term debt         (49,219)   (4,241)
 Purchases of common stock into treasury      (5,765)   (1,562)
 Other                                          2,549       138
                                             --------   -------
  Net cash (used) provided by financing
    activities                                (64,861)    3,431
                                             --------   -------
Net (decrease) increase in cash and cash
  equivalents                                 (75,781)    2,262
Cash and cash equivalents, beginning of period  87,709    4,241
                                              --------  -------
Cash and cash equivalents, end of period     $  11,928    6,503
                                              ========  =======
See accompanying notes to consolidated financial statements.



          ESCO ELECTRONICS CORPORATION AND SUBSIDIARIES
           Notes to Consolidated Financial Statements
                           (Unaudited)

1.  Basis of Presentation

   The  accompanying  consolidated financial statements,  in  the
   opinion  of  management,  include all adjustments,  consisting
   only  of  normal  recurring accruals,  necessary  for  a  fair
   presentation   of   the  results  for  the   interim   periods
   presented.   The   consolidated   financial   statements   are
   presented  in  accordance with the requirements of  Form  10-Q
   and  consequently do not include all the disclosures  required
   by  generally  accepted  accounting  principles.  For  further
   information  refer  to  the consolidated financial  statements
   and  notes thereto included in the Company's Annual Report  on
   Form  10-K  for  the  year ended September 30,  1999.  Certain
   prior  year amounts have been reclassified to conform  to  the
   fiscal 2000 presentation.

   The  results  for the three and six month periods ended  March
   31,  2000  are not necessarily indicative of the  results  for
   the entire 2000 fiscal year.

   On  September  30,  1999,  the Company  sold  its  last  major
   defense  business, Systems & Electronics Inc.  (SEI)  for  $85
   million  in cash, less working capital adjustments. The  prior
   year  amounts  include the operating results of  SEI  for  the
   entire  year.  The  Company has provided a  reconciliation  of
   reported  earnings  to  "adjusted" earnings  within  "Item  2.
   Management's Discussion and Analysis (MD&A)" noted below.

2. Earnings (Loss) Per Share

   Basic  earnings  per  share is calculated using  the  weighted
   average  number  of  common  shares  outstanding  during   the
   period.  Diluted  earnings per share is calculated  using  the
   weighted  average  number of common shares outstanding  during
   the  period plus shares issuable upon the assumed exercise  of
   dilutive common share options and performance shares by  using
   the  treasury stock method. The net earnings per share for the
   first  six  months of fiscal 2000, for both basic and  diluted
   earnings  per share, is calculated using the weighted  average
   number  of  common shares outstanding during the  period.  The
   number  of  shares used in the calculation of earnings  (loss)
   per  share  for  each  period  presented  is  as  follows  (in
   thousands):

                           Three Months Ended   Six Months Ended
                               March 31,           March 31,
                               ---------           ---------
                              2000     1999      2000    1999
                              ----     ----      ----    ----
   Weighted Average Shares
   Outstanding - Basic      12,275   12,274    12,312  12,294
   Dilutive Options and
     Performance Shares        324      300       317     294
                             ------  ------    ------   ------
   Adjusted Shares- Diluted  12,599  12,574    12,629   12,588
                             ======  ======    ======   ======

   Options  to  purchase approximately 125,000 shares  of  common
   stock  at  prices  ranging from $12.91-$19.22  per  share  and
   options  to  purchase  691,000  shares  of  common  stock   at
   approximately $10.00 - $19.22 were outstanding during the  six
   month  periods  ended  March 31, 2000 and 1999,  respectively,
   but  were  not  included  in  the respective  computations  of
   diluted  EPS  because the options' exercise price was  greater
   than  the  average  market price of the common  shares.  These
   options  expire in various periods through 2010. Approximately
   20,000  and  166,000 performance shares were  outstanding  but
   unearned  at  March  31,  2000, and  1999,  respectively,  and
   therefore,  were  not included in the respective  computations
   of  diluted  EPS.  The unearned performance shares  expire  in
   2001.

3. Inventories

   Inventories consist of the following (dollars in thousands):

                                     March 31,    September 30,
                                       2000          1999
                                       ----          ----
   Finished goods                   $ 11,444         11,387
   Work in process, including
     long-term contracts              15,234         14,517
   Raw materials                      14,753         13,686
                                      ------         ------
        Total inventories           $ 41,431         39,590
                                      ======         ======
4. Change in Accounting Principle

   During  the first quarter of fiscal 1999, the Company  adopted
   the  provisions of Statement of Position (SOP) 98-5,"Reporting
   on  the  Costs  of  Start-up Activities".  This  SOP  provides
   guidance  on  accounting  for start-up  activities,  including
   precontract costs and organization costs. The adoption of  SOP
   98-5   resulted   in   a   non-cash,   after-tax   charge   of
   approximately   $25  million,  which  was  recognized   as   a
   cumulative  effect of an accounting change in the  prior  year
   first quarter ended December 31, 1998.

5.   Comprehensive Income (Loss)

   Comprehensive income for the three-month periods  ended  March
   31,   2000  and  1999  was  $2.6  million  and  $1.0  million,
   respectively.   Comprehensive income (loss) for the  six-month
   periods  ended  March 31, 2000 and 1999 was $7.1  million  and
   ($22.5)  million,  respectively.  The Company's  comprehensive
   income   and  loss  is  impacted  only  by  foreign   currency
   translation adjustments.  During the second quarter of  fiscal
   2000,   the   foreign  currency  adjustments  were   primarily
   impacted by the fluctuations in certain European currencies.

6. Business Segment information

   The  Company  is organized based on the products and  services
   that  it  offers. Beginning with the first quarter  of  fiscal
   2000,  the  operating  results of Comtrak Technologies,  L.L.C
   (Comtrak)  are  included  within the Company's  Communications
   segment. This change from September 30, 1999 is the result  of
   the   consolidation  of  Distribution  Control  Systems,  Inc.
   (DCSI)  and Comtrak under common management, and the  move  of
   Comtrak  operations  into  the DCSI operating  facility.  This
   consolidation  occurred  in  the quarter  ended  December  31,
   1999.

  ($ in millions)                         Three Months ended
                                               March 31,
                                               ---------
  Net Sales                              2000          1999
                                         ----          ----
  Filtration/Fluid Flow                  $45.9         40.8
  Test                                    10.3         10.1
  Communications                          10.7          5.4
  Other                                    3.2          3.7
  Divested Business                         -          36.2
                                          ----         ----
  Consolidated totals                    $70.1         96.2
                                          ====         ====
  Operating Profit (Loss)
  Filtration/Fluid Flow                 $ 4.6           3.4
  Test                                     1.2          1.2
  Communications                           2.1           .3
  Other                                   (1.0)         (.6)
  Divested Business                         -           2.1
                                           ---          ---
  Consolidated totals                    $ 6.9          6.4
                                           ===          ===

  ($ in millions)                          Six Months ended
                                               March 31,
                                               ---------
  Net Sales                              2000          1999
                                         ----          ----
  Filtration/Fluid Flow                  $89.0         80.8
  Test                                    19.0         17.2
  Communications                          21.2         10.2
  Other                                    6.7          7.5
  Divested Business                         -          68.7
                                          ----         ----
  Consolidated totals                   $135.9        184.4
                                         =====        =====
  Operating Profit (Loss)
  Filtration/Fluid Flow                 $ 8.0           6.8
  Test                                    1.9           1.7
  Communications                          4.4            .6
  Other                                  (1.5)          (.7)
  Divested Business                         -           3.7
                                          ---           ---
  Consolidated totals                   $ 12.8         12.1
                                          ====         ====


7.   Acquisitions / Divestitures

  During  February 2000, the Company completed the  sale  of  its
  microwave   antenna  product  line,  which   had   historically
  operated  as part of Rantec Microwave & Electronics, Inc.   The
  operating  results for this business, prior to the divestiture,
  have  been  included within the Company's Other  segment.   The
  Company  sold  the contract order backlog and operating  assets
  of  the  microwave  antenna product line for  $2.1  million  in
  cash,  plus contingent consideration based on future  operating
  results  over  the  next two years.  The Company  retained  the
  land and buildings related to this business.

  On  March  31,  2000,  the  Company acquired  the  Eaton  space
  products  business  (Eaton), for approximately  $6  million  in
  cash  and  accounted for the transaction as a purchase.   Eaton
  manufactures  specialty valves and other fluid flow  components
  for  satellite launch vehicles and aircraft applications.  With
  annual  sales of approximately $7 million, this newly  acquired
  product  line  will  be  integrated  into  the  existing  VACCO
  operations  which  is  included in the Company's  Filtration  /
  Fluid   Flow  segment.  Eaton's  assets  and  liabilities   are
  included  in the Company's consolidated balance sheet at  March
  31, 2000.

8.   Subsequent Events

  Effective  April  9,  2000, the Company  acquired  all  of  the
  outstanding common stock of The Curran Company (doing  business
  as  Lindgren RF Enclosures) and Lindgren, Inc. (doing  business
  as    Lindgren-Rayproof)    (collectively    "Lindgren")    for
  approximately  $25  million  in  cash  and  accounted  for  the
  transaction  as  a  purchase.  Lindgren  has  annual  sales  in
  excess  of  $40  million  and is a leading  supplier  of  radio
  frequency  (RF)  shielding  products  and  components  used  by
  manufacturers of medical equipment, communications systems  and
  electronic  products. Lindgren is headquartered  near  Chicago,
  IL   and  operates facilities in Wisconsin, Florida, the United
  Kingdom  and  Singapore.  The operating  results  for  Lindgren
  will be included within the Company's Test segment.


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



Reconciliation of Adjusted Net Earnings - 1999

The  following  table is not intended to present prior  year  net
earnings   as   defined  within  generally  accepted   accounting
principles  (GAAP),  and is presented for informational  purposes
only. The table is comparable to the full year table presented in
the 1999 Annual Report to Shareholders (page 11).

The  table  provides a reconciliation between the  1999  reported
financials  and  what  Management  believes  the  1999  operating
results  may have been after removing certain nonrecurring  items
and  assuming  that  all  of the actions  taken  during  1999  to
reposition  the  business were complete at the beginning  of  the
period. Management believes the estimated 1999 adjusted operating
results  provide  a  meaningful  presentation  for  purposes   of
analyzing ESCO's ongoing financial performance.


                            Three Months Ended March 31, 1999
                            ---------------------------------
                                      (a)       (b)
                                  Elimination Adjusting
($ in millions, rounded)   Reported  of SEI    Items   Adjusted
- -----------------------    --------  ------    -----   --------
Net sales                     $96.2    36.2      -       $60.0
                               ----    ----    ----       ----
 Cost of sales                 71.2    28.4     (.2)      42.6
 SG&A expenses                 18.6     5.7      .1       13.0
 Interest expense (income)      1.7      .1    (2.0)       (.4)
 Other, net                     1.6      .1      -         1.5
                               ----    ----    ----       ----
   Total costs and expenses    93.1    34.3    (2.1)      56.7
                               ----    ----    ----       ----
Earnings before tax             3.1     1.9     2.1        3.3
Income tax expense              1.1       -      .1        1.2
                               ----    ----    ----       ----
Net earnings                    2.0     1.9     2.0        2.1



                             Six Months Ended March 31, 1999
                             -------------------------------
                                      (a)       (b)
                                  Elimination Adjusting
($ in millions, rounded)   Reported  of SEI    Items   Adjusted
- ------------------------   --------  ------    -----   --------
Net sales                    $184.4    68.7       -      $115.7
                              -----    ----    -----      -----
 Cost of sales                136.5    54.1      (.4)      82.0
 SG&A expenses                 35.8    10.9       .3       25.2
 Interest expense (income)      3.5      .3     (3.8)       (.6)
 Other, net                     3.2      .2       -         3.0
                              -----   -----    -----      -----
   Total costs and expenses   179.0    65.5     (3.9)     109.6
                              -----   -----    -----      -----
Earnings before tax             5.4     3.2      3.9        6.1
Income tax expense              1.9       -      .3         2.2
                              -----   -----    -----      -----
Net earnings before
 accounting change             3.5     3.2      3.6         3.9
Cumulative effect of
 accounting change,
 net of tax                  (25.0)     -      25.0          -
                             -----   -----    -----       -----
Net earnings (loss)          $(21.5)    3.2     28.6       $3.9
                              =====   =====    =====       =====


  (a)  Represents the operations of SEI, which were included in the
     ESCO consolidated 1999 GAAP reported results of operations for
     the first three and six months of fiscal 1999, respectively.

  (b)  Represents the adjusting items as explained in detail in the
     1999 Annual Report to Shareholders (page 11), including: the
     operating results of Rantec's microwave business which has been
     sold; the adjustment to the corporate office operating expenses
     resulting from the 1999 actions; the estimated net  interest
     impact of the SEI transaction proceeds; and any related  tax
     adjustment.



Results of Operations

Net Sales
Net  sales of $70.1 million for the second quarter of fiscal 2000
decreased $26.1 million from reported net sales of $96.2  million
for  the second quarter of fiscal 1999 due to the divestiture  of
SEI.  The  prior year amount included SEI sales of $36.2 million.
Excluding  SEI from the prior year amounts, second quarter  sales
increased $10.1 million, or 16.8% over 1999 "adjusted"  sales  of
$60.0 million.

Net sales decreased $48.5 million to $135.9 million for the first
six  months  of  fiscal 2000 from reported net  sales  of  $184.4
million  for  the  first six months of fiscal  1999  due  to  the
divestiture of SEI.  The prior year amount included SEI sales  of
$68.7  million.  Excluding SEI from the prior year amounts, sales
for  the first six months of fiscal 2000 increased $20.2 million,
or 17.5% over 1999 "adjusted" sales of $115.7 million.

Filtration/Fluid Flow
Net  sales of $45.9 million in the second quarter of fiscal  2000
were  12.5%  higher than prior year sales of $40.8  million.  Net
sales  increased  $8.2 million, or 10% to $89.0  million  in  the
first  six months of fiscal 2000 from prior year sales  of  $80.8
million. The increase was mainly due to new product introductions
and  increases in microfiltration sales. Increased  shipments  of
disposable  water  filter cartridges and automotive  transmission
sump  filters  and  fuel filters also contributed  to  the  sales
growth.

Test
Net  sales  were $10.3 million and $10.1 million for  the  second
quarter of fiscal 2000 and 1999, respectively. Net sales of $19.0
million for the first six months increased $1.8 million or  10.5%
in  fiscal 2000 over the prior period net sales of $17.2 million.
The  increase  in  both periods is primarily  due  to  additional
revenue  related  to the General Motors contract  to  design  and
build an electromagnetic compatibility (EMC) test complex.

Communications
For  the  second  quarter of fiscal 2000, net  sales  were  $10.7
million  and  were  98.1% higher than the $5.4 million  of  sales
recorded  in  the second quarter of fiscal 1999.   Net  sales  of
$21.2 million for the first six months of fiscal 2000 were 107.8%
higher than the $10.2 million of sales recorded in the prior year
period.   The significant increase in both periods is the  result
of  significantly  higher shipments to the Puerto  Rico  Electric
Power  Authority (PREPA) and Wisconsin Public Service Corporation
(WPS) to provide Automatic Meter Reading (AMR) systems.

Other
Sales were $3.2 million in the second quarter of fiscal 2000  and
$3.7  million in fiscal 1999.  In the first six months of  fiscal
2000,  sales  were $6.7 million compared to $7.5 million  in  the
prior  year  period.  The decreases are due to the  sale  of  the
Rantec  microwave  antenna business, which occurred  in  February
2000.

Orders and Backlog
Firm order backlog was $150.4 million at March 31, 2000, compared
with $142.9 million at September 30, 1999. Orders totaling $149.8
million  were  received in the first six months of  fiscal  2000,
with the majority of the orders relating to Filtration/Fluid Flow
products.  The sale of the Rantec microwave business resulted  in
a  decrease  to backlog of $6.3 million.  The backlog related  to
the Eaton acquisition has not been included as of March 31, 2000.

Gross Profit
The  gross profit margin increased to 30.8% in the second quarter
of fiscal 2000 from 26.0% in the second quarter of fiscal 1999 as
reported.  The "adjusted" gross margin for the second quarter  of
fiscal 1999 was 28.9%.  The gross profit margin was 30.3% in  the
first six months of fiscal 2000 and 26.0% in the first six months
of  fiscal  1999  as reported. The fiscal 1999  "adjusted"  gross
margin was 29.1%.

The  gross  margin  increased in both  periods  compared  to  the
reported 1999 results primarily due to the lower margins in  1999
related  to  the  former defense subsidiary,  SEI.  Gross  profit
margin increased in both periods compared to "adjusted" 1999  due
to  operational  improvements  in  all  three  primary  operating
segments and changes in sales mix.


Selling, General and Administrative Expenses
Selling,  general  and  administrative (SG&A)  expenses  for  the
second quarter of fiscal 2000 were $14.7 million, or 21.0% of net
sales, compared with $18.6 million, or 19.3% of net sales for the
prior year period. "Adjusted" SG&A expense was $13.0 million,  or
21.7%  of  net  sales  for  the same  period  a  year  ago.   The
percentage  decrease  from  "adjusted"  1999  is  the  result  of
favorable sales leverage achieved on the higher sales volume.

For the first six months of fiscal 2000, SG&A expenses were $28.4
million,  or 20.9% of net sales, compared with $35.8 million,  or
19.4%  of  net  sales for the prior year period. "Adjusted"  SG&A
expense  was  $25.2 million, or 21.8% of net sales for  the  same
period  a  year  ago.  The decrease as a percent  of  sales  from
"adjusted"  1999 is due to the favorable sales leverage  achieved
on the higher sales volume.

Operating Profit
Operating  profit increased to $6.9 million (9.8% of  sales)  for
the  second quarter of fiscal 2000 from reported operating profit
of  $6.4 million (6.7% of sales) for the second quarter of fiscal
1999.  The  prior  year  operating profit  amount  included  $2.1
million  related to SEI. Current year operating profit  increased
$2.5  million,  or  56.8%  over prior year  "adjusted"  operating
profit of $4.4 million.

Operating  profit of $12.8 million (9.4% of sales) for the  first
six  months  of  fiscal  2000 increased from  reported  operating
profit  of $12.1 million (6.6% of sales) for the first six months
of  fiscal 1999. The prior year operating profit amount  included
$3.7  million  related  to  SEI. Current  year  operating  profit
increased  $4.3  million,  or 50.6% over  prior  year  "adjusted"
operating profit of $8.5 million.

Filtration/Fluid Flow
Operating profit increased $1.2 million or 35.3% to $4.6  million
(10.0%  of sales) in second quarter of fiscal 2000 over the  $3.4
million  (8.3%  of  sales) of operating profit  in  fiscal  1999.
Operating profit of $8.0 million increased 17.6% in the first six
months  of fiscal 2000 over the $6.8 million of operating  profit
in  fiscal  1999.  The improved operating profit  in  the  second
quarter  is  mainly  due  to increasing  new  product  sales  and
productivity gains.

Test
Second  quarter operating profit was $1.2 million in both periods
presented.   Operating profit was $1.9 million in the  first  six
months of fiscal 2000 compared to $1.7 million in the prior  year
period.   Operating profit increased in the current  year-to-date
period primarily due to additional revenue related to the General
Motors contract.

Communications
Second  quarter operating profit of $2.1 million in  fiscal  2000
was  $1.8 million (600%) higher than the $.3 million of operating
profit  in  the second quarter of fiscal 1999. For the first  six
months  of  fiscal 2000, operating profit increased $3.8  million
(633%)to $4.4 million from $.6 million in fiscal 1999. The  large
increase  is  the  result of significantly  higher  shipments  to
PREPA and WPS as described above.

Other
Operating  loss  was ($1.0) million and ($1.5)  million  for  the
three  and  six-month periods ended March 31, 2000, respectively,
compared  to  ($.6) million and (.7) million for  the  respective
prior year periods.  The increase in the current period operating
loss  primarily related to the operations of the Rantec microwave
antenna business that was sold in February 2000.


Interest (Income) Expense
Interest income was $.2 million and $.3 million for the three and
six-month periods ended March 31, 2000, respectively, compared to
interest  expense of $1.7 million and $3.4 million for the  three
and  six-month  periods ended March 31, 1999, respectively.   The
fluctuation in interest is due to the decrease in debt during the
first six months of fiscal 2000.  All outstanding debt, excluding
approximately $.9 million of foreign debt, was repaid in  October
1999 with the proceeds from the sale of SEI.

Other Costs and Expenses, Net
Other costs and expenses, net, were $1.4 million and $3.0 million
for  the  three  and  six-month periods  ended  March  31,  2000,
respectively, compared to $1.6 million and $3.2 million  for  the
three  and  six-month periods ended March 31, 1999, respectively.
The  amount  for  the  first six months of fiscal  2000  included
amortization  expense  of $1.7 million related  to  goodwill  and
patents. The balance relates to miscellaneous costs.

Gain on the Sale of Property
In  the first quarter of fiscal 2000, the Company recorded a gain
on  the  sale  of the Riverhead, New York property, used  by  the
Company's former Hazeltine subsidiary. The property was sold  for
$2.6  million,  consisting of $.5 million  in  cash  and  a  $2.1
million interest-bearing, 18-month note receivable.

Income Tax Expense
The  second  quarter fiscal 2000 effective income  tax  rate  was
37.2%  compared  to 35.2% in the second quarter of  fiscal  1999.
The  effective income tax rate in the first six months of  fiscal
2000  was 30.1% compared to 35.1% in the prior year period.   The
tax  rate  for the first six months of fiscal 2000 was  favorably
impacted  by  the $2.2 million gain on the sale of  property,  in
which  the  Company  recognized  zero  tax  expense.   Management
estimates  the annual effective tax rate for fiscal  2000  to  be
approximately 35%.


Financial Condition

Working capital decreased to $59.6 million at March 31, 2000 from
$95.3  million at September 30, 1999. The decrease  is  primarily
due  to  the use of cash to repay all of the debt outstanding  at
September  30, 1999, except for the $0.8 million of foreign  debt
outstanding  at March 31, 2000. During the first  six  months  of
fiscal 2000, accounts receivable increased by $4.7 million  as  a
result  of  the sales growth of the business. Costs and estimated
earnings on long-term contracts and inventories increased in  the
aggregate  by  $5.6 million primarily due to the  General  Motors
contract to design and build an EMC test complex and safety stock
related  to the West Coast plant consolidation.  Accounts payable
and  accrued expenses decreased by $9.3 million mainly due to the
timing  of payments related to the September 30, 1999 divestiture
of SEI.

Net  cash  used by operating activities was $2.7 million  in  the
first six months of fiscal 2000 compared to net cash provided  by
operating activities of $3.1 million in the same period of fiscal
1999.   The cash used by operating activities in fiscal 2000  was
primarily a result of divestiture related (SEI) payments and  the
above mentioned inventory requirements.

On  April  11, 2000, the Company entered into a new  $75  million
reducing  revolving credit facility replacing  its  previous  $40
million  credit  facility.  The  revolving  credit  facility   is
available for direct borrowings and/or the issuance of letters of
credit.   The maturity of the new bank credit facility  is  April
11, 2005.  The new credit facility is provided by a group of five
banks, led by Bank of America.

Cash  flow  from operations and borrowings under the bank  credit
facility  are expected to provide adequate resources to meet  the
Company's  capital  requirements and operational  needs  for  the
foreseeable future.

During   the  first  six  months  of  fiscal  2000,  the  Company
repurchased approximately 500,000 shares of ESCO common stock  as
part  of  its  ongoing  open  market  repurchase  program.  Since
announcing   the  program  in  fiscal  1999,  the   Company   has
repurchased  approximately  700,000 shares  of  the  1.3  million
shares authorized under the current program.

Capital expenditures were $4.4 million in the first six months of
fiscal  2000 compared with $4.3 million in the comparable  period
of fiscal 1999. Major expenditures in the current period included
manufacturing  equipment  used in the  filtration  /  fluid  flow
business.


Forward Looking Statements

Statements  in  this report that are not strictly historical  are
"forward  looking"  statements within the  meaning  of  the  safe
harbor  provisions of the federal securities laws. Investors  are
cautioned  that such statements are only predictions,  and  speak
only  as  of  the date of this report. Actual results may  differ
materially due to risks and uncertainties, which are described in
the  Company's Form 10-K for fiscal year 1999 and on page  41  of
the 1999 Annual Report to Shareholders.


Item 3.   Quantitative and Qualitative Disclosures About Market
          Risk.

Market   risks  relating  to  the  Company's  operations   result
primarily  from changes in interest rates and changes in  foreign
currency exchange rates. Based on the current debt structure, the
exposure  to interest rate risk is not material. The  Company  is
subject  to  foreign  currency exchange  rate  risk  relating  to
receipts  from  customers and payments to  suppliers  in  foreign
currencies.  The Company hedges foreign currency  commitments  by
purchasing foreign currency forward contracts.

                    PART II OTHER INFORMATION


Item 6.   Exhibits and Reports on Form 8-K.

a)                       Exhibits.

Exhibit
Number

3(a)  Restated Articles of            Incorporated by reference to
      Incorporation                   Form 10-K for the fiscal year
                                      ended September 30, 1999 at
                                      Exhibit 3(a)

3(b)  By laws, as amended              Incorporated by reference to
                                       Form 10-K for the fiscal year
                                       ended September 30, 1991 at
                                       Exhibit 3(b)

4(a)  Specimen Common Stock
      Certificate

4(b)  Specimen Right Certificate       Incorporated by reference to Exhibit B
                                       to Exhibit 4.1 to the Registrant's
                                       Current Report on Form 8-K dated
                                       February 3, 2000

4(c)  Rights Agreement dated as of    Incorporated by reference to
      September 24, 1990 (as          Current Report on Form 8-K
      amended and restated as of      dated February 3, 2000 at
      February 3, 2000) between       at Exhibit 4.1
      the Registrant and
      ChaseMellon Shareholder
      Services, L.L.C., as Rights
      Agent

4(d)  Fifth Amendment, dated as of
      January 7, 2000, to the
      Credit Agreement dated as of
      September 23, 1990, as most
      recently amended and restated
      as of February 7, 1997 and as
      subsequently amended, among
      the Registrant, Defense
      Holding Corp., the Banks
      listed therein and Morgan
      Guaranty Trust Company
      of New York, as agent.

4(e)  Amended Certificate of
      Designation, Preferences and
      Rights of Series A
      Participating Cumulative
      Preferred Stock of the
      Registrant

b)                       Reports on Form 8-K.

The Company filed a Current Report on Form 8-K, dated February 3,
2000, during the quarter ended March 31, 2000 which reported the
restatement and amendment of the Company's shareholder rights
plan under "Item 5. Other Events" and "Item 7. Financial
Statements, Pro Forma Financial Information and Exhibits".

SIGNATURE

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 thereunto duly authorized.
                                    ESCO ELECTRONICS CORPORATION
                                    /s/ Gary E. Muenster
                                    Gary E. Muenster
                                    Vice President and
                                    Corporate Controller
                                    (As duly authorized officer
                                    and principal accounting
                                    officer of the registrant)

Dated:  May 12, 2000

  

5 1,000 6-MOS SEP-30-2000 MAR-31-2000 11,928 0 44,044 629 41,431 109,135 106,719 38,177 313,216 49,506 0 0 0 132 252,602 313,216 135,927 135,927 94,723 123,161 801 0 (308) 12,273 3,700 8,573 0 0 0 8,573 .70 .68 THIS NUMBER DOES NOT INCLUDE $7.8 MILLION OF COSTS AND ESTIMATED EARNINGS ON LONG-TERM CONTRACTS.

EXHIBIT 4(a)


       COMMON STOCK                                            $.01 PAR VALUE


NUMBER       (INCORPORATED UNDER THE LAWS                             SHARES
              OF THE STATE OF MISSOURI)

              THIS CERTIFICATE IS TRANSFERABLE IN           CUSIP 269030 10 2
              NEW YORK, N.Y. AND RIDGEFIELD PARK, N.J.       see reverse for
                                                          certain definitions

                      ESCO ELECTRONICS CORPORATION

THIS CERTIFIES THAT



IS THE OWNER OF

      FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF

ESCO ELECTRONICS CORPORATION, INCLUDING RELATED RIGHTS (THE
"RIGHTS") TO PURCHASE PREFERRED STOCK ISSUED PURSUANT TO THE
RIGHTS AGREEMENT (DEFINED ON THE REVERSE), TRANSFERRABLE IN
PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS
CERTIFICATE PROPERLY ENDORSED. THIS CERTIFICATE AND THE
SHARES REPRESENTED HEREBY ARE ISSUED AND SHALL BE HELD
SUBJECT TO ALL OF THE PROVISIONS OF THE ARTICLES OF
INCORPORATION AND BY-LAWS OF THE COMPANY, AS AMENDED, TO ALL
OF WHICH THE HOLDER BY ACCEPTANCE HEREOF, ASSENTS. THIS
CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED AND REGISTERED
BY THE TRANSFER AGENT AND REGISTRAR.
  IN WITNESS WHEREOF, THE COMPANY HAS CAUSED THIS
CERTIFICATE TO BE SIGNED IN FACSIMILE BY ITS DULY AUTHORIZED
OFFICERS AND A FACSIMILE SEAL OF THE COMPANY TO BE HEREUNTO
AFFIXED.

DATED:

/S/ALYSON S. BARCLAY       /S/D. J. MOORE                  countersigned and
SECRETARY              CHAIRMAN, PRESIDENT AND                registered:
                       CHIEF EXECUTIVE OFFICER         CHASEMELLON SHAREHOLDER
  ESCO ELECTRONICS CORPORATION                         SERVICES, L.L.C.
            SEAL                                       Transfer Agent and
            1990                                       Registrar
           MISSOURI                                    By

                                                       Authorized signature

(reverse side)

                ESCO ELECTRONICS CORPORATION

                    The Rights Agreement

  This certificate also evidences certain Rights arising
with respect to the Common Stock as set forth in an Amended
and Restated Rights Agreement, as it may from time to time
be supplemented or amended (the "Rights Agreement"), between
ESCO Electronics Corporation ("the Company") and the Rights
Agent (as defined in the Rights Agreement), the terms of
which are hereby incorporated herein by reference and a copy
of which is on file at the principal executive offices of
the Company. The Company will mail to the holder of this
certificate a copy of the Rights Agreement without charge
promptly after receipt of a written request therefor. Under
certain circumstances, as set forth in the Rights Agreement,
such Rights may be evidenced by separate certificates and no
longer be evidenced by this certificate. As set forth in the
Rights Agreement, Rights issued to, or held by, any Person
who is, was or becomes an Acquiring Person or an Affiliate
or Associate thereof (as such terms are defined in the
Rights Agreement), whether currently held by or on behalf of
such Person or by any subsequent holder, may become null and
void.


EXHIBIT 4(d)

                    FIFTH AMENDMENT dated as of January 7,
               2000, to the Credit Agreement dated as of
               September 23, 1990, as amended and restated as
               of February 7, 1997, and as subsequently
               amended (the "Credit Agreement"), among ESCO
               ELECTRONIC CORPORATION, a Missouri corporation
               ("Parent"), DEFENSE HOLDING CORP., formerly
               Emerson Defense Holding Corp., a Delaware
               corporation (the "Borrower"), the financial
               institutions party thereto as lenders (the
               "Banks") and MORGAN GUARANTY TRUST COMPANY OF
               NEW YORK, as Agent.  Unless otherwise defined
               herein, capitalized terms shall have the
               meanings assigned to such terms in the Credit
               Agreement.

          The Borrower has requested that the Required Banks
agree to amend certain provisions of the Credit Agreement as
provided herein.  The Required Banks are willing, on the
terms, subject to the conditions and to the extent set forth
below, to amend such provisions of the Credit Agreement.

          In consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto
hereby agree, on the terms and subject to the conditions set
forth herein, as follows:

          SECTION 1.  Amendment.

          (a)  Section 5.12 of the Credit Agreement is hereby amended by
     replacing the amount "$5,000,000" in clause (iii) of paragraph
     (b) thereof with the amount "$10,000,000".

          (b)  Section 5.13(a)(iv) of the Credit Agreement is hereby
     amended to add the following clause (D) at the end of such
     section:

               and (D) the Lindgren RF Enclosures and Lindgren-
          Rayproof acquisition (for total consideration not to
          exceed $30,000,000), the Holaday Industries, Inc.
          acquisition (for total consideration not to exceed
          $6,000,000) and the Multiple Eaton Corporation
          product lines acquisition (for total consideration
          not to $12,000,000) may be consummated.

          (c)  Section 5.13(b) of the Credit Agreement is hereby amended
     by replacing the amount "$10,000,000" in clause (1)(iv)
     thereof with the amount "$15,000,000".
(d)  Section 5.13(b) of the Credit Agreement is hereby amended
to add the following clause (5) at the end of such Section:

               or (5) the sale of all the assets of Rantec
            Microwave, the sale of the Riverhead, New York
            building and property, and the sale of the Winter
            Springs, Florida property.

          (e)  Section 5.16(f) of the Credit Agreement is hereby amended
     to add the following clause (vii) at the end of such Section:

               and (vii) clauses (iii) and (v) of this
          paragraph shall not apply to the Lindgren RF
          Enclosures and Lindgren-Rayproof acquisition (for
          total consideration not to exceed $30,000,000), the
          Holaday Industries, Inc. acquisition (for total
          consideration not to exceed $6,000,000) and the
          Multiple Eaton Corporation product lines acquisition
          (for total consideration not to exceed $12,000,000).

          SECTION 2. Representations and Warranties. Each of
ESCO and the Borrower represents and warrants to the Agent and
each of the other Banks that:

          (a)  After giving effect to this Amendment, the
     representations and warranties set forth in Article IV of the
     Credit Agreement are true and correct in all material respects
     with the same effects as if made on the date hereof, except to
     the extent such representations and warranties expressly
     relate to an earlier date.

          (b) After giving effect to this Amendment, no Event
     of Default or Default has occurred and is continuing.

          SECTION 3. Conditions to Effectiveness. This
Amendment shall become effective as of the date first above
written when the Agent shall have received counterparts of
this Amendment that, when taken together, bear the signatures
of ESCO, the Borrower and the Required Banks.

          SECTION 4. Credit Agreement. Except as specifically
amended and waived hereby, the Credit Agreement shall continue
in full force and effect in accordance with the provisions
thereof as in existence on the date hereof.  After the date
hereof, any reference to the Credit Agreement shall mean the
Credit Agreement as amended hereby.  This Amendment shall
constitute a Loan Document for all purposes under the Credit
Agreement

          SECTION 5. Applicable Law. THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.

          SECTION 6. Counterparts. This Amendment may be
executed in two or more counterparts, each of which shall
constitute an original but all of which when taken together
shall constitute but one contract.  Delivery of an executed
signature page of this Amendment by facsimile transmission
shall be effective as delivery of a manually executed
counterpart hereof.

          SECTION 7. Expenses. The Borrower agrees to
reimburse the Agent for its out-of-pocket expenses in
connection with this Amendment, including the reasonable fees,
charges and disbursements of Cravath, Swaine & Moore, counsel
for the Agent.

          IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed by their respective
authorized officers as of the day and year first written

                               ESCO ELECTRONICS CORPORATION,
                               by__________________________
                                   Name:
                                   Title:
                               DEFENSE HOLDING CORP.,
                               by______________________
                                   Name:
                                   Title:
                               MORGAN GUARANTY TRUST COMPANY
                                OF NEW YORK, individually and
                                as Agent,
                                by______________________________
                                   Name:
                                   Title:
                               BANK OF AMERICA, N.A.,
                               by______________________________
                                   Name:
                                    Title:
                               FLEET CAPITAL CORP.,
                               by_______________________________
                                   Name:
                                   Title:
                               THE BANK OF NOVA SCOTIA,
                               by_______________________________
                                   Name:
                                   Title:
                               FIRST UNION NATIONAL BANK,
                               by______________________________
                                   Name:
                                   Title:
                               NATIONAL CITY BANK,
                               by_______________________________
                                   Name:
                                   Title:




EXHIBIT 4(e)

                             AMENDED
      CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF
        SERIES A PARTICIPATING CUMULATIVE PREFERRED STOCK
                               OF
                  ESCO Electronics Corporation

                 Pursuant to Section 351 of the
                  Revised Statutes of Missouri


          We, D.J. Moore, President, and A. S. Barclay,
Secretary, of ESCO Electronics Corporation, a corporation
organized and existing under the laws of the General Business and
Corporations Law of Missouri (the "GBCL"), in accordance with the
provisions thereof, DO HEREBY CERTIFY:

          That pursuant to the authority conferred upon the Board
of Directors by the Restated Articles of Incorporation of the
Company, as amended, the said Board of Directors on September 23,
1990, adopted a resolution (the "1990 Resolution") creating a
series of One Hundred Twenty Thousand (120,000) shares of
Preferred Stock designated as Series A Participating Cumulative
Preferred Stock, a copy of which 1990 Resolution was set forth on
a certificate of designation that was executed by the Company's
President, acknowledged and filed with the Missouri Secretary of
State (the "Certificate of Designation");
          That no shares of such Series A Participating
Cumulative Preferred Stock are issued and outstanding; and
          That pursuant to the authority conferred upon the Board
of Directors by the Restated Articles of Incorporation of the
Company, as amended, and Section 351.180.7 of the General and
Business Corporation Law of Missouri, which provides, in
pertinent part, that the Board of Directors may amend the
Certificate of Designation and the series of preferred stock set
forth thereon, so long as no shares of Series A Participating
Cumulative Preferred Stock are issued and outstanding, the said
Board of Directors on February 3, 2000, adopted the following
resolution deleting the Certificate of Designation in its
entirety and amending the terms, preferences and rights thereof
to creating and designate a series of Five Hundred Thousand
(500,000) shares of Preferred Stock, par value $0.01 per share:
          RESOLVED, that pursuant to the authority vested in the
Board of Directors of the Company in accordance with the
provisions of its Restated Articles of Incorporation, as amended,
the designation and amount and the powers, preferences and
relative, participating, optional or other special rights of the
Series A Participating Cumulative Preferred Stock as set forth on
the Certificate of Designation be, and such terms hereby are,
deleted in their entirety, and a series of Preferred Stock of the
Company is hereby created, and the designation and amount thereof
and the powers, preferences and relative, participating, optional
or other special rights of the shares of such series, and the
qualifications, limitations or restrictions thereof are amended
in their entirety as follows:
          Section 1.     Designation and Amount.  The shares of
such series shall be designated as "Series A Junior Participating
Preferred Stock," par value $0.01 per share (the "Series A
Preferred Stock"), and the number of shares constituting the
Series A Preferred Stock shall be 500,000.  Such number of shares
may be increased or decreased by resolution of the Board of
Directors; provided that no decrease shall reduce the number of
shares of Series A Preferred Stock to a number less than the
number of shares then outstanding plus the number of shares
reserved for issuance upon the exercise of outstanding options,
rights or warrants or upon the conversion of any outstanding
securities issued by the Company.

          Section 2.     Dividends and Distributions.
          (A)  Subject to the rights of the holders of any shares
of any series of preferred stock of the Company ranking prior and
superior to the Series A Preferred Stock with respect to
dividends, the holders of shares of Series A Preferred Stock, in
preference to the holders of shares of common stock, par value
$0.01 per share of the Company (the "Common Stock"), and of any
other junior stock, shall be entitled to receive, when, as and if
declared by the Board of Directors out of funds legally available
for the purpose, quarterly dividends payable in cash on any
regular quarterly dividend payment date as shall be established
by the Board of Directors (each such date being referred to
herein as a "Quarterly Dividend Payment Date"), commencing on the
first Quarterly Dividend Payment Date after the first issuance of
a share or fraction of a share of Series A Preferred Stock, in an
amount per share (rounded to the nearest cent) equal to the
greater of (a) $1.00 or (b) subject to the provision for
adjustment hereinafter set forth, 100 times the aggregate per
share amount of all cash dividends, and 100 times the aggregate
per share amount (payable in kind) of all non-cash dividends or
other distributions, other than a dividend payable in shares of
Common Stock or a subdivision of the outstanding shares of Common
Stock (by reclassification or otherwise), declared on the Common
Stock since the immediately preceding Quarterly Dividend Payment
Date or, with respect to the first Quarterly Dividend Payment
Date, since the first issuance of any share or fraction of a
share of Series A Preferred Stock.  In the event the Company
shall at any time after February 3, 2000 (the "Rights Amendment
Date") declare or pay any dividend on the Common Stock payable in
shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in
shares of Common Stock) into a greater or lesser number of shares
of Common Stock, then in each such case the amount to which
holders of shares of Series A Preferred Stock were entitled
immediately prior to such event under clause (b) of the preceding
sentence shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.
          (B)  The Company shall declare a dividend or
distribution on the Series A Preferred Stock as provided in
paragraph (A) of this Section immediately after it declares a
dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock); provided that, in
the event no dividend or distribution shall have been declared on
the Common Stock during the period between any Quarterly Dividend
Payment Date and the next subsequent Quarterly Dividend Payment
Date, a dividend of $1.00 per share on the Series A Preferred
Stock shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.
          (C)  Dividends shall begin to accrue and be cumulative
on outstanding shares of Series A Preferred Stock from the
Quarterly Dividend Payment Date next preceding the date of issue
of such shares, unless the date of issue of such shares is prior
to the record date for the first Quarterly Dividend Payment Date,
in which case dividends on such shares shall begin to accrue from
the date of issue of such shares, or unless the date of issue is
a Quarterly Dividend Payment Date or is a date after the record
date for the determination of holders of shares of Series A
Preferred Stock entitled to receive a quarterly dividend and
before such Quarterly Dividend Payment Date, in either of which
events such dividends shall begin to accrue and be cumulative
from such Quarterly Dividend Payment Date.  Accrued but unpaid
dividends shall not bear interest.  Dividends paid on the shares
of Series A Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such
shares shall be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding.  The Board of
Directors may, in accordance with applicable law, fix a record
date for the determination of holders of shares of Series A
Preferred Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be not
more than such number of days prior to the date fixed for the
payment thereof as may be allowed by applicable law.
          Section 3.     Voting Rights.
          The holders of shares of Series A Preferred Stock shall
have the following voting rights:
          (A)  Each share of Series A Preferred Stock shall
entitle the holder thereof to 100 votes on all matters submitted
to a vote of the shareholders of the Company.  In the event the
Company shall at any time after the Rights Amendment Date declare
or pay any dividend on the Common Stock payable in shares of
Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in
shares of Common Stock) into a greater or lesser number of shares
of Common Stock, then in each such case the number of votes to
which holders of shares of Series A Preferred Stock were entitled
immediately prior to such event under the preceding sentence
shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
          (B)  Except as otherwise provided herein, in the
Company's Restated Articles of Incorporation or by law, the
holders of shares of Series A Preferred Stock, the holders of
shares of Common Stock, and the holders of shares of any other
capital stock of the Company having general voting rights, shall
vote together as one class on all matters submitted to a vote of
shareholders of the Company.
          (C)  Except as otherwise set forth herein or in the
Company's Restated Articles of Incorporation, and except as
otherwise provided by law, holders of Series A Preferred Stock
shall have no special voting rights and their consent shall not
be required (except to the extent they are entitled to vote with
holders of Common Stock as set forth herein) for taking any
corporate action.
          Section 4.     Certain Restrictions.
          (A)  Whenever dividends or distributions payable on the
Series A Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A
Preferred Stock outstanding shall have been paid in full, the
Company shall not:
               (i)  declare or pay dividends on, make any other
     distributions on, or redeem or purchase or otherwise acquire
     for consideration any shares of stock ranking junior (either
     as to dividends or upon liquidation, dissolution or winding
     up) to the Series A Preferred Stock;
               (ii) declare or pay dividends on or make any other
     distributions on any shares of stock ranking on a parity
     (either as to dividends or upon liquidation, dissolution or
     winding up) with the Series A Preferred Stock, except
     dividends paid ratably on the Series A Preferred Stock and
     all such parity stock on which dividends are payable or in
     arrears in proportion to the total amounts to which the
     holders of all such shares are then entitled;
               (iii)     except as permitted in Section 4(A)(iv)
     below, redeem or purchase or otherwise acquire for
     consideration shares of any stock ranking on a parity
     (either as to dividends or upon liquidation, dissolution or
     winding up) with the Series A Preferred Stock, provided that
     the Company may at any time redeem, purchase or otherwise
     acquire shares of any such parity stock in exchange for
     shares of any stock of the Company ranking junior (either as
     to dividends or upon dissolution, liquidation or winding up)
     to the Series A Preferred Stock; and
               (iv) purchase or otherwise acquire for
     consideration any shares of Series A Preferred Stock, or any
     shares of stock ranking on a parity with the Series A
     Preferred Stock, except in accordance with a purchase offer
     made in writing or by publication (as determined by the
     Board of Directors) to all holders of such shares upon such
     terms as the Board of Directors, after consideration of the
     respective annual dividend rates and other relative rights
     and preferences of the respective series and classes, shall
     determine in good faith will result in fair and equitable
     treatment among the respective series or classes.
          (B)  The Company shall not permit any subsidiary of the
Company to purchase or otherwise acquire for consideration any
shares of stock of the Company unless the Company could, under
paragraph (A) of this Section 4, purchase or otherwise acquire
such shares at such time and in such manner.
          Section 5.     Reacquired Shares.
          Any shares of Series A Preferred Stock purchased or
otherwise acquired by the Company in any manner whatsoever shall
be retired and canceled promptly after the acquisition thereof.
The Company shall cause all such shares upon their cancellation
to be authorized but unissued shares of Preferred Stock which may
be reissued as part of a new series of Preferred Stock, subject
to the conditions and restrictions on issuance set forth herein.
          Section 6.     Liquidation, Dissolution or Winding Up.
          (A)  Subject to the rights of the holders of any shares
of any series of Preferred Stock of the Company ranking prior and
superior to the Series A Preferred Stock with respect to
liquidation, upon any liquidation (voluntary or otherwise),
dissolution or winding up of the Company, no distribution shall
be made to the holders of shares of stock ranking junior (either
as to dividends or upon liquidation, dissolution or winding up)
to the Series A Preferred Stock unless, prior thereto, the
holders of shares of Series A Preferred Stock shall have received
$100.00 per share, plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared, to
the date of such payment (the "Series A Liquidation Preference").
Following the payment of the full amount of the Series A
Liquidation Preference, no additional distributions shall be made
to the holders of shares of Series A Preferred Stock, unless,
prior thereto, the holders of shares of Common Stock shall have
received an amount per share (the "Common Adjustment") equal to
the quotient obtained by dividing (i) the Series A Liquidation
Preference by (ii) 100 (as appropriately adjusted as set forth in
subparagraph C below to reflect such events as stock dividends,
and subdivisions, combinations and consolidations with respect to
the Common Stock) (such number in clause (ii) being referred to
as the "Adjustment Number").  Following the payment of the full
amount of the Series A Liquidation Preference and the  Common
Adjustment in respect of all outstanding shares of Series A
Preferred Stock and Common Stock, respectively, holders of Series
A Preferred Stock and holders of shares of Common Stock shall
receive their ratable and proportionate share of the remaining
assets to be distributed in the ratio of the Adjustment Number to
1 with respect to such Series A Preferred Stock and Common Stock,
on a per share basis, respectively.
          (B)  In the event there are not sufficient assets
available to permit payment in full of the Series A Liquidation
Preference and the liquidation preferences of all other series of
preferred stock, if any, which rank on a parity with the Series A
Preferred Stock, then such remaining assets shall be distributed
ratably to the holders of such parity shares in proportion to
their respective liquidation preferences.  In the event there are
not sufficient assets available to permit payment in full of the
Common Adjustment, then such remaining assets shall be
distributed ratably to the holders of Common Stock.
          (C)  In the event the Company shall at any time after
the Rights Amendment Date declare or pay any dividend on Common
Stock payable in shares of Common Stock, or effect a subdivision
or combination or consolidation of the outstanding shares of
Common Stock (by reclassification or otherwise than by payment of
a dividend in shares of Common Stock) into a greater or lesser
number of shares of Common Stock, then in each such case the
Adjustment Number in effect immediately prior to such event shall
be adjusted by multiplying such Adjustment Number by a fraction
the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
          Section 7.     Consolidation, Merger, etc.
          In case the Company shall enter into any consolidation,
merger, combination or other transaction in which the shares of
Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case
the shares of Series A Preferred Stock shall at the same time be
similarly exchanged or changed in an amount per share (subject to
the provision for adjustment hereinafter set forth) equal to 100
times the aggregate amount of stock, securities, cash and/or any
other property (payable in kind), as the case may be, into which
or for which each share of Common Stock is changed or exchanged.
In the event the Company shall at any time after the Rights
Amendment Date declare or pay any dividend on Common Stock
payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a
dividend in shares of Common Stock) into a greater or lesser
number of shares of Common Stock, then in each such case the
amount set forth in the preceding sentence with respect to the
exchange or change of shares of Series A Preferred Stock shall be
adjusted by multiplying such amount by a fraction the numerator
of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the
number of shares of Common Stock that are outstanding immediately
prior to such event.
          Section 8.     Redemption.
          The shares of Series A Preferred Stock shall not be
redeemable.
          Section 9.     Ranking.
          The Series A Preferred Stock shall rank junior to all
other series of the Company's Preferred Stock as to the payment
of dividends and the distribution of assets, unless the terms of
any such series shall provide otherwise.
          Section 10.    Fractional Shares.
          Series A Preferred Stock may be issued in fractions of
a share which shall entitle the holder, in proportion to such
holder's fractional shares, to exercise voting rights, receive
dividends, participate in distributions and to have the benefit
of all other rights of holders of Series A Preferred Stock.



          IN WITNESS WHEREOF, we have executed and subscribed
this Certificate and do affirm and acknowledge the foregoing as
true under the penalties of perjury this 14th day of February,
2000.
                              /s/  D. J. Moore
                              D. J. Moore, President
Attest:

/s/  Alyson S. Barclay
A. S. Barclay, Secretary


STATE OF MISSOURI             )
                              ) SS.
COUNTY OF ST. LOUIS           )

          On this 14th day of February, 2000, before me, Norma J.
Reger, a Notary Public in the State of Missouri, personally
appeared D. J. Moore, President of ESCO Electronics Corporation,
known to me to be the person who executed the foregoing
Certificate of Designation and acknowledged to me that he
executed the same pursuant to the authority given by the Board of
Directors of such corporation as his free and voluntary act, and
as the free and voluntary act and deed of such corporation, for
the uses and purposes therein set forth.

                                /s/  Norma J. Reger
                                Notary Public
My Commission expires:
06/24/00