SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 20, 2026

Christopher Tucker
Chief Financial Officer
ESCO TECHNOLOGIES INC
645 Maryville Centre Drive, Suite 300
St. Louis , MO 63141

 Re: ESCO TECHNOLOGIES INC
 Form 10-K for the Fiscal Year Ended September 30, 2025
 Filed December 1, 2025
 File No. 001-10596
Dear Christopher Tucker:

 We have completed our review of your filing. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 March 18, 2026

 SiSi Cheng and Jennifer Thompson

 Division of Corporation Finance

 Office of Manufacturing

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

 RE: ESCO
 Technologies Inc. (the Company)

 Form 10-K for the year
ended September 30, 2025

 Filed December 1, 2025

 File No. 001-10596

 Dear Ms. Cheng and Ms. Thompson:

 This letter sets forth
the response of ESCO Technologies Inc. (the "Company") to the comment letter of the Division of Corporation Finance of the
Securities and Exchange Commission (the "Commission") dated March 11, 2026, with respect to the above referenced filing.
We have duplicated the comment set forth in the comment letter and have provided our response below.

 Form 10-K for the fiscal
year ended September 30, 2025

 Notes to Consolidated
Financial Statements

 Note 10. Business Segment
Information, page F-28

 1. We note your response to prior comment 2, including your
 proposed reconciliation of segment assets to consolidated assets. Please tell us how you
 determined the line currently titled "Corporate assets" contains no significant
 items that should be separately identified and described. For example, it appears almost
 half of "Corporate assets" may consist of goodwill not allocated to segments,
 and other acquired intangible assets not allocated to segments may represent a significant
 portion of the remainder. See ASC 280-10-50-31 and 280-10-55-49 for guidance.

 Company Response

 In future filings, we will
present the reconciliation from segment assets to consolidated asset totals in more detail by including the significant reconciling items,
as outlined in Exhibit 1. Refer to the bolded highlighted rows in Exhibit 1 for revisions from our last response.

 1

 If you have any questions
or if you require additional information, please do not hesitate to contact me by phone at 314-213-7245 or email at ctucker@escotechnologies.com

 Sincerely,

 Christopher L. Tucker

 Senior Vice President & Chief Financial Officer

 ESCO Technologies Inc.

 2

 Exhibit
1

 ESCO
TECHNOLOGIES INC. AND SUBSIDIARIES

 Business
Segment Information (in thousands)

 For
Reference - FY 25 Business Segment Disclosures Only

 FY 25
 A&D
 USG
 Test
 Segment Total

 Net Sales
 $ 478,192
 379,995
 237,201
 1,095,388

 Cost of sales
 296,688
 176,976
 160,639

 SG&A expense
 53,050
 99,520
 38,987

 Amortization of intangible assets
 1,465
 8,563
 1,978

 Other expense (income), net
 1,850
 195
 1,486

 Segment profit (loss)
 $ 125,139
 94,741
 34,111
 253,991

 Depreciation and Amortization
 $ 11,714
 16,119
 5,744
 33,577

 Segment Assets
 409,789
 289,505
 206,944
 906,238

 Capital Expenditures
 $ 18,758
 9,478
 5,048
 33,284

 Reconciliation of segment profit
 to Earnings before Income Taxes

 Segment profit total from above

 $ 253,991

 Less:

 Unallocated Corporate SG&A and
 Other expense (income), net

 (42,325 )

 Unallocated amortization of intangible
 assets

 (41,311 )

 Interest expense,
 net

 (17,502 )

 Earnings before Income Taxes

 $ 152,853

 Reconciliation of
 segment depreciation and amortization to consolidated totals

 Segment Depreciation and Amortization

 $ 33,577

 Add: Corporate Depreciation and Amortization

 41,444

 Consolidated totals

 $ 75,021

 Reconciliation of segment assets
 to consolidated totals

 Segment Assets total

 $ 906,238

 Add:

 Goodwill not allocated to segments

 761,931

 Acquired intangible
 assets not allocated to segments

 680,815 (1)

 Other unallocated
 amounts

 61,404

 Consolidated totals

 $ 2,410,388

 (1) Consists of customer relationships,
 trade names and other intangible assets. See footnote XX for details.

 Reconciliation of segment capital
 expenditures to consolidated totals

 Segment Capital Expenditures

 $ 33,284

 Add: Corporate Capital Expenditures

 3,038

 Consolidated totals

 $ 36,322

<DOCUMENT>
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<TEXT>
 March 11, 2026

Christopher Tucker
Chief Financial Officer
ESCO TECHNOLOGIES INC
645 Maryville Centre Drive, Suite 300
St. Louis , MO 63141

 Re: ESCO TECHNOLOGIES INC
 Form 10-K for the Fiscal Year Ended September 30, 2025
 Filed December 1, 2025
 File No. 001-10596
Dear Christopher Tucker:

 We have reviewed your March 3, 2026 response to our comment letter and
have the
following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments. Unless
we note otherwise, any references to prior comments are to comments in our
February 24, 2026
letter.

Form 10-K for the Fiscal Year Ended Setpember 30, 2025
Notes to Consolidated Financial Statements
Note 10. Business Segment Information, page F-28

1. We note your response to prior comment 2, including your proposed
reconciliation of
 segment assets to consolidated assets. Please tell us how you determined
the line
 currently titled Corporate Assets contains no significant items
that should be separately
 identified and described. For example, it appears almost half of
Corporate Assets may
 consist of goodwill not allocated to segments, and other acquired
intangible assets not
 allocated to segments may represent a significant portion of the
remainder. See ASC
 280-10-50-31 and 280-10-55-49 for guidance.
 March 11, 2026
Page 2

 Please contact SiSi Cheng at 202-551-5004 or Jennifer Thompson at
202-551-3737 if
you have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 March 3, 2026

 SiSi Cheng and Jennifer Thompson

 Division of Corporation Finance

 Office of Manufacturing

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

 RE: ESCO Technologies Inc. (the Company)

 Form
 10-K for the year ended September 30, 2025

 Filed
December 1, 2025

 File
No. 001-10596

 Dear Ms. Cheng and Ms. Thompson:

 This letter sets forth the response
of ESCO Technologies Inc. (the "Company") to the comment letter of the Division of Corporation Finance of the Securities and
Exchange Commission (the "Commission") dated February 24, 2026, with respect to the above referenced filing. We have duplicated
the comment set forth in the comment letter and have provided our response below.

 Form 10-K for the fiscal year ended
September 30, 2025

 Management's Discussion and Analysis of
Financial Condition and Results of Operations

 Critical Accounting Estimates

 Goodwill and Other Long-Lived Assets,
page 27

 1. We note the disclosure in your financial statement footnotes that you performed a quantitative impairment analysis related to certain
reporting units and a qualitative impairment analysis related to other reporting units and concluded no goodwill was impaired. Given the
significance of your goodwill balance, please revise your Critical Accounting Estimates in future filings to clarify whether any of your
reporting units are at risk of failing the goodwill impairment test. A reporting unit is at risk of failing the impairment test if it
has a fair value that is not substantially in excess of carrying value. If no reporting units are at risk based on your most recent impairment
test, please disclose such information to your readers as we believe it provides them with valuable information in assessing the sensitivity
of your goodwill to future impairment. Alternatively, if a reporting unit is at risk of failing the impairment test and a material impairment
charge could occur, please disclose the following:

 · The percentage by which fair value exceeded carrying value as of the date
of the most recent test;

 · The amount of goodwill allocated to the reporting unit;

 1

 · A description of the methods and key assumptions used and how the key
assumptions were determined;

 · A discussion of the degree of uncertainty associated with the key assumptions.
This discussion regarding uncertainty should provide specifics to the extent possible (e.g., the valuation model assumes recovery from
a business downturn within a defined period of time; and

 · A description of potential events and/or changes in circumstances that
could reasonably be expected to negatively affect the key assumptions.

 Please show us your proposed revision in your response.
Refer to Item 303(b)(3) of Regulation S-K and Section V of SEC Release No. 33-8350 for guidance .

 Company Response

 In future filings, to the extent applicable,
we will include as part of our critical accounting estimate disclosures the fact that no reporting units are at risk of failing the impairment
test as they have a fair value that is substantially in excess of carrying value. Our proposed revised wording for this critical accounting
estimate is below (changes underlined for emphasis).

 Proposed wording in future Form 10-K
filings:

 Goodwill and Other Long-Lived Assets

 Our Management annually reviews goodwill and other long-lived
assets for impairment or whenever events or changes in circumstances indicate the carrying amount may not be recoverable. If we determine
that the carrying value of the goodwill and other long-lived assets may not be recoverable, we record a permanent impairment charge for
the amount by which the carrying value of the goodwill and other long-lived assets exceeds it fair value. We measure fair value based
on a discounted cash flow method using a discount rate determined by Management to be commensurate with the risk inherent in each of our
reporting units' or asset groups' current business models. Our estimates of cash flows and discount rate are subject to change
due to the economic environment, including such factors as interest rates, expected market returns and volatility of markets served. We
believe that Management's estimates of future cash flows and fair value are reasonable; however, changes in estimates could result
in impairment charges. At [ date of financial statements ], no reporting units were at risk of failing the impairment test as
they have a fair value substantially in excess of carrying value, and we have determined that no goodwill or other long-lived assets
were impaired.

 We amortize intangible assets with estimable useful lives
over their respective estimated useful lives to their estimated residual values and review them for impairment whenever events or changes
in business circumstances indicate the carrying value of the assets may not be recoverable.

 2

 Financial Statements for the Fiscal
Year Ended September 30, 2025

 Notes to Consolidated Financial
Statements

 Note 10. Business Segment Information,
page F-28

 2. We note that your tabular disclosures of segment information beginning on page F-29 include separate columns for each of the reportable
segments, a subtotal column for the reportable segments titled Segment Total, as well as a column for Corporate which is added to arrive
at a Total column. It does not appear that your Corporate column qualifies as an operating and reportable segment under ASC 280. As such,
the current disclosure appears to result in the presentation of certain amounts that are not required by ASC 280. Please revise your footnote
as follows:

 · Reconcile the total of the reportable segments' measures of segment
profit or loss to consolidated income before taxes as required by ASC 280-10-50-30(b). Similarly, revise to reconcile other totals of
reportable segments' amounts, such as revenues, assets, and depreciation and amortization, to the corresponding consolidated amounts
as required by ASC 280-10-50-30.

 · Include amounts attributable to Corporate separately from other reconciling
items when reconciling from total reportable segment amounts to consolidated amounts, rather than as currently presented in a separate
column. See ASC 280-10-50-15 and ASC 280-10-50-31. See also ASC 280-10-55-48; and

 · Ensure you resulting disclosure does not present consolidated EBIT as
currently reflected in the Total column.

 Please show us your proposed revision in your response,
or explain to us why no revision is needed to comply with ASC 280.

 Company Response

 As noted in our footnote 10, Business
Segment Information, we stated that Corporate is not a reportable segment, but it is included for reconciliation purposes. This is to
help the reader reconcile our segment disclosures back to our consolidated statements of operations and balance sheets. In future filings,
we will present the segment information in a different manner to reconcile to the consolidated totals, as outlined in Exhibit 1.

 If you have any questions or if you
require additional information, please do not hesitate to contact me by phone at 314-213-7245 or email at ctucker@escotechnologies.com

 Sincerely,

 Christopher L. Tucker

 Senior Vice President & Chief Financial Officer

 ESCO Technologies Inc.

 3

 Exhibit 1

 ESCO
TECHNOLOGIES INC. AND SUBSIDIARIES

 Business Segment Information (in thousands)

 For Reference - FY 25 Business Segment Disclosures Only

 FY 25
 A&D
 USG
 Test
 Segment Total

 Net Sales
 $ 478,192
 379,995
 237,201
 1,095,388

 Cost of sales
 296,688
 176,976
 160,639

 SG&A expense
 53,050
 99,520
 38,987

 Amortization of intangible assets
 1,465
 8,563
 1,978

 Other expense (income), net
 1,850
 195
 1,486

 Segment profit (loss)
 $ 125,139
 94,741
 34,111
 253,991

 Depreciation and Amortization
 $ 11,714
 16,119
 5,744
 33,577

 Segment Assets
 409,789
 289,505
 206,944
 906,238

 Capital Expenditures
 $ 18,758
 9,478
 5,048
 33,284

 Reconciliation of segment profit to Earnings before Income Taxes

 Segment profit total from above

 $ 253,991

 Less:

 Unallocated Corporate SG&A and Other expense (income), net

 (42,325 )

 Unallocated amortization of intangible assets

 (41,311 )

 Interest expense, net

 (17,502 )

 Earnings before Income Taxes

 $ 152,853

 Reconciliation of segment depreciation and amortization to consolidated totals

 Segment Depreciation and Amortization

 $ 33,577

 Add: Corporate Depreciation and Amortization

 41,444

 Consolidated totals

 $ 75,021

 Reconciliation of segment assets to consolidated totals

 Segment Assets total

 $ 906,238

 Add: Corporate Assets

 1,504,150

 Consolidated totals

 $ 2,410,388

 Reconciliation of segment capital expenditures to consolidated totals

 Segment Capital Expenditures

 $ 33,284

 Add: Corporate Capital Expenditures

 3,038

 Consolidated totals

 $ 36,322

 4

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 February 24, 2026

Christopher Tucker
Chief Financial Officer
ESCO TECHNOLOGIES INC
645 Maryville Centre Drive, Suite 300
St. Louis , MO 63141

 Re: ESCO TECHNOLOGIES INC
 Form 10-K for the Fiscal Year Ended September 30, 2025
 Filed December 1, 2025
 File No. 001-10596
Dear Christopher Tucker:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended September 30, 2025
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Estimates
Goodwill and Other Long-Lived Assets, page 27

1. We note the disclosure in your financial statement footnotes that you
performed a
 quantitative impairment analysis related to certain reporting units and
a qualitative
 impairment analysis related to other reporting units and concluded no
goodwill was
 impaired. Given the significance of your goodwill balance, please revise
your Critical
 Accounting Estimates in future filings to clarify whether any of your
reporting units are
 at risk of failing the goodwill impairment test. A reporting unit is at
risk of failing the
 impairment test if it has a fair value that is not substantially in
excess of carrying value.
 If no reporting units are at risk based on your most recent impairment
test, please
 disclose such information to your readers as we believe it provides them
with valuable
 information in assessing the sensitivity of your goodwill to future
impairment.
 Alternatively, if a reporting unit is at risk of failing the impairment
test and a material
 impairment charge could occur, please disclose the following:
 February 24, 2026
Page 2

 The percentage by which fair value exceeded carrying value as of
the date of the
 most recent test;
 The amount of goodwill allocated to the reporting unit;
 A description of the methods and key assumptions used and how the
key
 assumptions were determined;
 A discussion of the degree of uncertainty associated with the key
assumptions. The
 discussion regarding uncertainty should provide specifics to the
extent possible (e.g.,
 the valuation model assumes recovery from a business downturn within
a defined
 period of time); and
 A description of potential events and/or changes in circumstances
that could
 reasonably be expected to negatively affect the key assumptions.
 Please show us your proposed revision in your response. Refer to Item
303(b)(3) of
 Regulation S-K and Section V of SEC Release No. 33-8350 for guidance.

Financial Statements for the Fiscal Year Ended September 30, 2025
Notes to Consolidated Financial Statements
Note 10. Business Segment Information, page F-28

2. We note that your tabular disclosures of segment information beginning
on page F-29
 include separate columns for each of the reportable segments, a subtotal
column for the
 reportable segments titled Segment Total, as well as a column for
Corporate which is
 added to arrive at a Total column. It does not appear that your
Corporate column
 qualifies as an operating and reportable segment under ASC 280. As such,
the current
 disclosure appears to result in the presentation of certain amounts that
are not required by
 ASC 280. Please revise your footnote as follows:
 Reconcile the total of the reportable segments measures of
segment profit or loss to
 consolidated income before taxes as required by ASC 280-10-50-30(b).
Similarly,
 revise to reconcile other totals of reportable segments amounts,
such as revenues,
 assets, and depreciation and amortization, to the corresponding
consolidated amounts
 as required by ASC 280-10-50-30.
 Include amounts attributable to Corporate separately from other
reconciling items
 when reconciling from total reportable segment amounts to
consolidated amounts,
 rather than as currently presented in a separate column. See ASC
280-10-50-15 and
 ASC 280-10-50-31. See also ASC 280-10-55-48; and
 Ensure your resulting disclosure does not present consolidated EBIT
as currently
 reflected in the Total column.
 Please show us your proposed revision in your response, or explain to us
why no revision
 is needed to comply with ASC 280.

 In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
 February 24, 2026
Page 3

 Please contact SiSi Cheng at 202-551-5004 or Jennifer Thompson at
202-551-3737 with
any questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
</TEXT>
</DOCUMENT>

January 22, 2020
Gary Muenster
Chief Financial Officer
ESCO TECHNOLOGIES INC
9900A Clayton Road
St. Louis, MO 63124-1186
Re:ESCO TECHNOLOGIES INC
Form 10-K for the fiscal year ended September 30, 2019
Filed November 29, 2019
File No. 1-10596
Dear Mr. Muenster:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Michelle Marren, Controller

CORRESP
1
filename1.htm

9900A Clayton Road

St. Louis, Mo 63124-1186

314-213-7246 Ph

314-213-7250 Fax

www.escotechnologies.com

January 21, 2020

Mr. John Cash

Branch Chief

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

Washington, D.C. 20549

Ms. Mindy Hooker

Accountant

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

Washington, D.C. 20549

 Re: ESCO Technologies Inc. (the Company)

Form 10-K for the year ended
September 30, 2019

Filed November 29, 2019

File No. 1-10596

Dear Mr. Cash and Ms. Hooker:

This letter sets forth the response of ESCO
Technologies Inc. (the "Company") to the comment letter of the Division of Corporation Finance of the Securities and
Exchange Commission (the “Commission”) dated January 8, 2020, with respect to the above referenced filing. We have
duplicated the comment set forth in the comment letter and have provided our response below.

Form 10-K for the fiscal year ended
September 30, 2019

Item 7. Management’s Discussion
and Analysis of Financial Condition and Results of Operations Highlights of 2019 Operations, page 19

 1. We note your presentation of Diluted EPS – As Adjusted and have the following comments:

 · Please provide a reconciliation of this non-GAAP measure to the most directly comparable GAAP measure,
Diluted EPS, in a more prominent manner, such as a tabular presentation, in accordance with Item 10(e)(1)(i) of Regulation S-K.

 · The adjustments to Diluted EPS appear to be net of income tax. Adding back adjustments, net of
tax, is not consistent with the guidance provided in Question 102.11 of the updated Compliance and Disclosure Interpretations on
Non-GAAP Financial Measures (April 4, 2018).

Please revise your future non-GAAP
presentations, including disclosures filed in quarterly earnings releases on Form 8-K, accordingly.

Company Response

In our future non-GAAP presentations, including
disclosures filed in quarterly earnings releases on Form 8-K, we will include a reconciliation to the most directly comparable
GAAP measure (for example, Diluted EPS or net earnings) in a more prominent manner, such as a tabular presentation. Any income
tax effects will be shown as a separate adjustment and clearly explained. This expanded disclosure will be included in our next
earnings release as a separate table reconciling any non-GAAP measures to the most directly comparable GAAP measure.

Critical Accounting Policies

Revenue Recognition, page 26

 2. We note your disclosure which refers the reader to the Notes to the Consolidated Financial Statements
for information regarding the recognition of revenue. Please revise future critical accounting estimates disclosures to provide
insight into the judgments that are made in your revenue recognition process. The accounting estimate disclosures are designed
to supplement the description of accounting policies in the notes to the financial statements and provide greater insight into
the quality and variability of information regarding financial condition and operating performance. Typical disclosures discuss
the types of assumptions underlying the most significant and subjective estimates, provide a sensitivity analysis of those assumptions
to deviations of actual results, and disclose the circumstances that have resulted in revised assumptions in the past. As an example,
we note that significant judgment is used in determining total contract cost for revenue that is recorded over time using the cost-to-cost
method.

Company Response

In our future filings, we will include as
part of our critical accounting estimate disclosures and the notes to our financial statements, greater insight into the judgments
that are made in our revenue recognition process related to those contracts with customers for which we use significant judgment,
which include a) determination of the contract milestone status for revenue recorded over time using the contract milestone method
and b) the total contract costs for revenue that is recorded over time using the cost-to-cost method. This disclosure of judgments
will include the types of assumptions underlying our most subjective estimates. We will provide an analysis of those assumptions
to deviations of actual results and disclose the types of circumstances that have resulted in revised assumptions in the past.
In our next Form 10-K filing, we will include the following as additional disclosure related to the Filtration and Test segments.
We do not believe the accounting related to revenues recognized at a point in time or USG revenues recognized over time is a critical
accounting policy.

Proposed wording in future Form 10-K
filings:

Revenue Recognition

The Company accounts for revenue
in accordance with ASC Topic 606, Revenue from Contracts with Customers. The unit of account in ASC Topic 606 is a performance
obligation. The transaction price for our contracts represents our best estimate of the consideration we will receive and includes
assumptions regarding variable consideration, as applicable, which are based on historical, current and forecasted information.
The transaction price is allocated to each distinct performance obligation within the contract and recognized as revenue when,
or as, the performance obligation is satisfied. Certain of our long-term contracts contain incentive fees that can increase the
transaction price. These variable amounts generally are awarded upon achievement of certain performance metrics, program milestones
or cost targets and can be based upon customer discretion. We include estimated amounts in the transaction price to the extent
it is probable that a significant reversal of cumulative revenue recognized will not occur. The estimated amounts are based on
an assessment of our anticipated performance and all other information that is reasonably available to us.

Approximately XX% and XX% of the
Company’s Filtration and Test segments’ revenues (XX% of consolidated revenue), respectively, is recognized over time
as the products do not have an alternative use and the Company has an enforceable right to payment for costs incurred plus a reasonable
margin or the inventory is owned by the customer. Selecting the method to measure progress towards completion for our contracts
requires judgment and is based on the nature of the products or services to be provided.

The Filtration segment generally
uses the cost-to-cost method to measure progress on our contracts, as the rate at which costs are incurred to fulfill a contract
best depicts the transfer of control to the customer. Under this method, the extent of progress towards completion is measured
based on the ratio of costs incurred to date to the estimated costs at completion of the performance obligation, and revenue is
recorded proportionally as costs are incurred based on an estimated profit margin.

The Test segment generally uses
the milestone output method to measure progress on our contracts because it best depicts the transfer of control to the customer
that occurs as we incur costs on our contracts. Under this method, the Company estimates profit as the difference between total
revenue and total estimated costs at completion of a contract and recognizes these revenues and costs based on milestones achieved.

Total contract cost estimates are
based on current contract specifications and expected engineering requirements and require us to make estimates on expected profit.
The estimates on profit are based on judgments we make to project the outcome of future events can often span more than one year
and include labor productivity and availability, the complexity of the work to be performed, change orders issued by our customers,
and other specialized engineering and production related activities. Our cost estimation process is based on historical results
of contracts and historical actuals to original estimates, and the application of professional knowledge and experience of engineers
and program managers along with finance professionals to these historical results. We review and update our estimates of costs
quarterly or more frequently when circumstances significantly change, which can affect the profitability of our contracts.

For contracts where revenue is
recognized over time, we generally recognize changes in estimated contract revenues, costs and profits using the cumulative catch-up
method of accounting. This method recognizes the cumulative effect of changes on current and prior periods with the impact of the
change from inception-to-date recorded in the current period. We have net revenue recognized in the current year from performance
obligations satisfied in the prior year due to changes in our estimated costs to complete the related performance obligations.
Anticipated losses on contracts are recognized in full in the period in which the losses become probable and estimable.

The impact of adjustments in contract
estimates on our operating earnings can be reflected in either revenue or operating costs and expenses. The aggregate impact of
adjustments in contract estimates increased/decreased our earnings before income tax and diluted earnings per share by XX and XX,
respectively, in the current year.

Goodwill and Other Long-Lived Assets, page 27

 3. We note goodwill represents a substantial element of your Balance Sheet and your accounting policy
states the results of your impairment testing indicate the fair value of your NRG subsidiary is not less than the carrying amount.
Please modify your disclosure to state, if true, that the results of your impairment testing indicate the fair values substantially
exceed the reporting units carrying values for any reporting units that have been quantitatively assessed for impairment. Otherwise,
please disclose the percentage by which each reporting units’ fair value exceeds its carrying value. If you performed qualitative
assessments, please clarify that fact.

Company Response

For the year ended September 30, 2019, we
performed qualitative assessments on all of the Company’s reporting units except for NRG. During 2019, the revenue softness
in the Company’s renewable energy reporting unit NRG led management to perform a more comprehensive impairment analysis,
including a quantitative analysis related to the carrying value of its $8 million of goodwill and $8 million of tradename. Our
estimates measured in accordance with ASC 350, Intangibles – Goodwill and Other demonstrated the fair value of those
assets were greater than the carrying amounts. We elected to omit the percentage by which the NRG reporting unit’s fair value
exceeded its carrying value as we did not believe NRG’s goodwill and net intangible assets, which represent approximately
2% of total goodwill and net intangible assets, to be material to the consolidated financial statements. In our future filings,
we will clarify the reporting units where qualitative assessments have been performed and for those reporting units where quantitative
assessments have been performed, we will disclose that the fair values substantially exceed the reporting units’ carrying
values or the percentage by which each reporting unit’s fair value exceeds its carrying value.

If you have any
questions or if you require additional information, please do not hesitate to contact me by phone at 314-213-7246 or e-mail (gmuenster@escotechnologies.com).

Sincerely,

/s/ Gary E. Muenster

Gary E. Muenster

Executive Vice President &

Chief Financial Officer

ESCO Technologies Inc.

9900A Clayton Road

St. Louis, MO 63124

January 8, 2020
Gary Muenster
Chief Financial Officer
ESCO TECHNOLOGIES INC
9900A Clayton Road
St. Louis, MO 63124-1186
Re:ESCO TECHNOLOGIES INC
Form 10-K for the fiscal year ended September 30, 2019
Filed November 29, 2019
File No. 1-10596
Dear Mr. Muenster:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the fiscal year ended September 30, 2019
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Highlights of 2019 Operations, page 19
1.We note your presentation of Diluted EPS - As Adjusted and have the following
comments:
•Please provide a reconciliation of this non-GAAP measure to the most directly
comparable GAAP measure, Diluted EPS, in a more prominent manner, such as a
tabular presentation, in accordance with Item 10(e)(1)(i) of Regulation S-K.
•The adjustments to Diluted EPS appear to be net of income tax.   Adding back
adjustments, net of tax, is not consistent with the guidance provided in Question
102.11 of the the updated Compliance and Disclosure Interpretations on Non-GAAP
Financial Measures (April 4, 2018).
Please revise your future non-GAAP presentations, including disclosures filed in quarterly
earnings releases on Form 8-K, accordingly.

 FirstName LastNameGary Muenster
 Comapany NameESCO TECHNOLOGIES INC
 January 8, 2020 Page 2
 FirstName LastName
Gary Muenster
ESCO TECHNOLOGIES INC
January 8, 2020
Page 2
Critical Accounting Policies
Revenue Recognition, page 26
2.We note your disclosure which refers the reader to the Notes to the Consolidated Financial
Statements for information regarding the recognition of revenue.  Please revise future
critical accounting estimates disclosures to provide insight into the judgments that are
made in your revenue recognition process.  The accounting estimate disclosures are
designed to supplement the description of accounting policies in the notes to the financial
statements and provide greater insight into the quality and variability of information
regarding financial condition and operating performance. Typical disclosures discuss the
types of assumptions underlying the most significant and subjective estimates, provide a
sensitivity analysis of those assumptions to deviations of actual results, and disclose the
circumstances that have resulted in revised assumptions in the past. As an example, we
note that significant judgment is used in determining total contract cost for revenue that is
recorded over time using the cost-to-cost method.

Goodwill and Other Long-Lived Assets, page 27
3.We note goodwill represents a substantial element of your Balance Sheet and your
accounting policy states the results of your impairment testing indicate the fair value of
your NRG subsidiary is not less than the carrying amount. Please modify your disclosure
to state, if true, that the results of your impairment testing indicate the fair values
substantially exceed the reporting units carrying values for any reporting units that have
been quantitatively assessed for impairment. Otherwise, please disclose the percentage by
which each reporting units´ fair value exceeds its carrying value. If you performed
qualitative assessments, please clarify that fact.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Mindy Hooker, Accountant, at (202) 551-3732 or John Cash, Branch
Chief, at (202) 551-3768 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Michelle Marren, Controller

Mail Stop 3720

February 28, 2017

Gary E. Muenster
Chief Financial Officer
Esco Technologies, Inc.
9900A Clayton Road
St. Louis, Missouri   63124 -1186

Re: Esco Technologies, Inc.
 Form 10 -K for Fiscal Year Ended September 30, 2016
Filed November 29, 2016
File No. 001 -10596

Dear Mr. Muenster :

We have comple ted our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and  adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

/s/ Carlos Pacho

Carlos Pacho
Senior Assistant Chief Accountant
AD Office 11 – Telecommunications

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    escosecreply.htm

9900A Clayton Road

St. Louis, Mo 63124-1186

314-213-7246 Ph

314-213-7250 Fax

www.escotechnologies.com

February 22, 2017

Mr. Carlos Pacho

Senior Assistant Chief Accountant

AD Office 11 – Telecommunications

Mail Stop 3720

Securities and Exchange Commission

Washington, D.C. 20549

Re:

ESCO Technologies Inc. (the Company)

Form 10-K for the year ended September 30, 2016

Filed November 29, 2016

Form 8-K

Filed on February 7, 2017

File No. 001-10596

Dear Mr. Pacho:

This letter sets forth the response of ESCO Technologies Inc. (the "Company") to the comment letter of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) dated February 17, 2017, with respect to the above referenced filings. We have duplicated the comment set forth in the comment letter and have provided our response below.

Form 8-K filed February 7, 2017

Exhibit 99.1 Earnings Release

1.

We note that in your “Earnings Summary” you omit the comparable GAAP measure for Q1 2017 EBITDA, a Non-GAAP measure, which is inconsistent with Question 102.10 of the updated Compliance and Disclosure Interpretation Guidance issued on May 17, 2016. Please comply with this comment in your next earnings release.

Company Response

The Company will comply with this comment in its next earnings release by expanding the Earnings Summary disclosure to include net income, and supported by a reconciliation of EBITDA, a Non-GAAP measure, to the comparable GAAP measure. This expanded disclosure will be included in the Company’s next earnings release within the Condensed Business Segment Information (Unaudited) table which supports and follows the Condensed Consolidated Statements of Operations (Unaudited).

If you have any questions or if you require additional information, please do not hesitate to contact me by phone at 314-213-7246 or e-mail (muenster@escotechnologies.com).

Sincerely,

/s/ Gary E. Muenster

Gary E. Muenster

Executive Vice President &

Chief Financial Officer

ESCO Technologies Inc.

9900A Clayton Road

St. Louis, MO 63124

Mail Stop 3720

February 17, 2017

Gary E. Muenster
Chief Financial Officer
Esco Technologies , Inc.
9900A Clayton Road
St. Louis, Missouri

Re: Esco Tech nologies , Inc.
 Form 10 -K for Fiscal Year Ended September 30, 2016
Filed November 29, 2016
Form 8-K
Filed  on February 7 , 2017
File No. 001 -10596

Dear Mr. Muenster :

We have reviewed your filing  and have the following comment .  Please co mply with the
following comment  in future filings.  Confirm in writing that you will do so and explain to us
how you intend to comply.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comment applies  to your facts and circumstances , please tell us why in your response.

After reviewing your response to this comment , we may have additional comments.

Form 8 -K filed February 7, 2017

Exhibit 99.1 Earnings Release
1. We note that in your “Earnings Summary” you omit the comparable GAAP measure for Q1
2017 EBITDA, a Non -GAAP measure, which is inconsistent with  Question 102.10 of the
updated Compliance and Disclosure Interpretation Guidance issu ed on May 17, 2016.   Please
comply with this comment in your next earnings release.

Gary E. Muenster
Esco  Technologies, Inc.
February 17, 2017
Page 2

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Joseph Cascarano, Senior Staff Accounta nt, at (202) 551 -3376 or Ivette
Leon , Assistant Chief Accountant, at (202) 551 -3351 or me at (202) 551 -3810 with any
questions.

Sincerely,

 /s/ Carlos Pacho

 Carlos Pacho
Senior Assistant Chief Accountant
AD Office 11 – Telecommunications

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
April 22, 2010
    via U.S. Mail and fax at 314-213-7250

 Mr. V.L. Richey, Jr. Chairman, President and Chief Executive Officer
ESCO Technologies Inc.
9900A Clayton Road St. Louis, Missouri 63124-1186
RE:  ESCO Technologies Inc.
Form 10-K for the year ended September 30, 2009 Filed November 30, 2009 File No. 1-10596
 Dear Mr. Richey:
 We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.

         S i n c e r e l y ,           / s /  K a t h l e e n  K r e b s           f o r  L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

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    April 21,
2010

    Ms.
Kathleen Krebs

    Special
Counsel

    Division
of Corporation Finance

    Securities
and Exchange Commission

    Washington,
D.C. 20549

    RE:           ESCO
Technologies Inc.

    File No. 1-10596

    Form 10-K for the Fiscal Year Ended
September 30, 2009

    Filed November 30, 2009

    Dear Ms.
Krebs:

    The
attachment to this letter sets forth the response of ESCO Technologies Inc. to
the comment letter of the Division of Corporation Finance of the Securities and
Exchange Commission dated April 15, 2010, with respect to the above referenced
filing.  We have duplicated the comment set forth in the comment
letter in the attachment and have provided our response.

    If you
have any questions or if you require additional information, please do not
hesitate to contact me at 314-213-7246.

    Sincerely,

    /s/ Gary
E. Muenster

    Gary E.
Muenster

    Executive
Vice President

    and Chief
Financial Officer

    ESCO
Technologies Inc.

    9900A
Clayton Road

    St.
Louis, MO  63124

    Compensation Consultant and
Market Checking, page 9 of the Proxy Statement (comment #1):

    We
note your response to comment seven in our letter dated March 4, 2010, and are
unable to agree that the composite surveys do not need to be
disclosed.  As previously stated, Item 402 of Regulation S-K requires
you to identify the component companies used for benchmarking
purposes.  As you are using these surveys for benchmarking purposes,
you must identify each company included in the surveys by name, regardless of
the size of the benchmarking list.  Please confirm that you will
identify all companies used for benchmarking purposes in future
filings.

    Response

    We
confirm we will identify all the component companies used for benchmarking
purposes in future filings.

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
April 15, 2010
   via U.S. Mail and fax at 314-213-7250

 Mr. V.L. Richey, Jr. Chairman, President and Chief Executive Officer ESCO Technologies Inc.
9900A Clayton Road
St. Louis, Missouri 63124-1186
RE:  ESCO Technologies Inc.
Form 10-K for the year ended September 30, 2009 Filed November 30, 2009 File No. 1-10596
 Dear Mr. Richey:
 We have reviewed your response letter dated April 1, 2010, and have the
following comment.  Please respond to our comment within 10 business days or tell us by that time when you will provide us with a re sponse.  If the comment requests revised
disclosure in future filings, please confir m in writing that you intend to do so.  We
welcome any questions you may have about our comment or any other aspect of our review.
Compensation Consultant and Market Checking, page 9 of the Proxy Statement

1. We note your response to comment seven in our letter date d March 4, 2010, and
are unable to agree that the composite surv eys do not need to be disclosed.  As
previously stated, Item 402 of Regula tion S-K requires you to identify the
component companies used for benchmar king purposes.  As you are using these
surveys for benchmarking purposes, you must identify each company included in
the surveys by name, regardless of the size of the benchmarking list.  Please
confirm that you will identify all compan ies used for benchmarking purposes in
future filings.
*    *    *    *

Mr. V.L. Richey, Jr.
ESCO Technologies Inc. April 15, 2010 Page 2 of 2
Please furnish a letter that keys your re sponse to our comment and provides any
requested information.  Detailed letters greatl y facilitate our review .  Please file your
letter over EDGAR.  Please understand that  we may have additional comments after
reviewing your response to our comment.
 Please contact Jay Knight, Staff Attorney, at (202) 551-3370 or me at (202) 551-
3350 with any questions.          S i n c e r e l y ,           / s /  K a t h l e e n  K r e b s           K a t h l e e n  K r e b s          S p e c i a l  C o u n s e l

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    April 1,
2010

    Mr. Larry
Spirgel

    Assistant
Director

    Division
of Corporation Finance

    Securities
and Exchange Commission

    Washington,
D.C. 20549

    RE:           ESCO
Technologies Inc.

    File No. 1-10596

    Form 10-K for the Fiscal Year Ended
September 30, 2009

    Filed November 30, 2009

    Dear Mr.
Spirgel:

    The
attachment to this letter sets forth the response of ESCO Technologies Inc. (the
“Company”) to the comment letter of the Division of Corporation Finance of the
Securities and Exchange Commission (the “Commission”) dated March 4, 2010, with
respect to the above referenced filing.  We have duplicated the
comments set forth in the comment letter in the attachment and have provided our
response.

    The
Company hereby acknowledges that:

              ·

              the
      Company is responsible for the adequacy and accuracy of the disclosure in
      the filings;

              ·

              staff
      comments or changes to disclosure in response to staff comments do not
      foreclose the Commission from taking any action with respect to the
      filings; and

              ·

              the
      Company may not assert staff comments as a defense in any proceeding
      initiated by the Commission or any person under the federal securities
      laws of the United States.

    If you
have any questions or if you require additional information, please do not
hesitate to contact me at 314-213-7246.

    Sincerely,

    /s/ Gary
E. Muenster

    Gary E.
Muenster

    Executive
Vice President

    and Chief
Financial Officer

    ESCO
Technologies Inc.

    9900A
Clayton Road

    St.
Louis, MO  63124

    Exhibit 13. Quantitative and
Qualitative Disclosures about Market Risk (comment #1):

    In
light of the magnitude of your historic foreign currency translation
adjustments, it is unclear to us whether you have material foreign currency
market risk.  Please advise and if appropriate include the disclosures
required by Item 305 of Regulation S-K in future filings.

    Response

    The
Company is exposed to foreign currency exchange rate risk inherent in its sales
commitments, anticipated sales, and anticipated purchases denominated in
currencies other than the U.S. dollar.  The significant majority of
our foreign currency transactions are entered into and settled in the respective
foreign locations’ local functional currency.   When this is not
the case, the Company hedges certain foreign currency commitments by purchasing
foreign currency forward contracts.  The estimated fair value of open
forward contracts at September 30, 2009 was approximately $1
million.  The Company does not have material foreign currency market
risk (e.g. net foreign currency transaction gain/loss was less than 2% of net
earnings for fiscal years 2009, 2008 and 2007) and therefore, we have not
provided the disclosures required by Item 305 of Regulation S-K.

    Exhibit 13. Quantitative and
Qualitative Disclosures about Market Risk (comment #2):

    Similarly,
we note that only about half of your long term debt, which carries interest at
LIBOR, is hedged by interest rate swaps that are designated as cash flow
hedges.  Include in future filings quantified disclosure of interest
rate risk as required by Item 305 of Regulation S-K.  Otherwise,
please explain to us how you determined that your interest rate risk exposure
was immaterial.

    Response

    The
Company is exposed to market risk related to (1) various interest rate swaps the
Company has entered into in order to hedge some of its exposure to variability
in future LIBOR-based interest payments on its variable debt and (2) changes in
interest rates with respect to the Company’s variable debt that is not hedged by
these instruments.

    Disclosure
regarding the Company’s market risk exposure relating to the swap agreements can
be found in Item 7A of the Company’s Form 10-K for the fiscal year ended
September 30, 2009.

    As of
September 30, 2009, approximately 45% of the Company’s variable debt was not
hedged by interest rate swaps.  The Company has determined that the
market risk relating to interest rates with respect to its variable debt that is
not hedged is not material.  Based on a sensitivity analysis as of
September 30, 2009, we estimated that if market interest rates averaged one
percentage point higher, the effect would have been less than 2% of net earnings
for the fiscal year ended September 30, 2009.  In future filings, we
will include quantified disclosure of interest rate risk as required by Item 305
of Regulation S-K.

    Proxy Statement Incorporated
by Reference into Part III of Form 10-K

    Compensation Discussion and
Analysis (comment #3):

    We
note that you only classify one person, Alyson S. Barclay, as an executive
officer of the registrant, other than your principal executive officer and
principal financial officer.  Please note that the definition of
executive officer in Rule 3b-7 is fairly expansive and is intended to be read
broadly.  In this regard, we note that the definition includes “any
vice president of the registrant in charge of a principal business unit,
division or function (such as sales, administration, or
finance).”  Please provide us with your legal analysis as to why no
other executive is categorized as an executive officer.

    Response

    We
believe our designation of executive officers is consistent with the definition
of executive officers under Rule 3b-7 and that no other individuals within the
Company performed functions that would warrant their designation as executive
officers.  Aside from the Chief Financial Officer and the General
Counsel, who has historically been designated as an executive officer based on
the General Counsel’s significant  input and oversight of contractual
and legal matters, the Company has five other Vice Presidents, which include the
Vice President of Tax who reports to the Chief Financial Officer, the Vice
President of Human Resources, the Vice President of  Planning and
Development whose responsibilities are primarily devoted to acquisitions,
the  Vice President and Treasurer who reports to the Chief Financial
Officer and a Vice President who has responsibility for various special
financial projects assigned by the CEO as well as oversight responsibility for
the Company’s smallest subsidiary, TekPackaging LLC, with revenues of less than
$20 million a year.  These other Vice Presidents possess great
expertise in their respective fields, but are not considered executive officers
based on the narrow scope of their responsibilities, which do not extend beyond
their specialties, and their lack of policy-making responsibilities or
authority.

    In
addition to the Company’s corporate staff, the Company also analyzed the roles
and responsibilities of the senior officers at each of its larger subsidiaries,
and determined that none of these individuals should be classified as executive
officers.  This conclusion was reached based on the significant
oversight and involvement in the subsidiaries’ operations by the CEO and CFO of
the Company.  Unlike many other organizations, the Company’s CEO and
CFO have historically actively participated in all significant decisions
occurring at the Company’s larger subsidiaries, and in fact many internal
policies require CEO and/or CFO approval of significant subsidiary events, such
as pricing proposed on material bids, significant capital expenditures,
significant real property leases, all real property purchases, new product
development investments above a specified threshold, and the hiring, termination
or salary adjustment of senior subsidiary personnel.  In addition to
this heavy involvement in subsidiary affairs, the CEO and CFO have found it
necessary to more closely manage the three subsidiaries acquired in the
last  two to five years including Doble Engineering Company, Aclara RF
Systems Inc. and Aclara Software Inc. due to the need to ensure that these
businesses were effectively integrated into the Company.  Over the
last eighteen months, leadership changes occurring at three of the four
Company’s subsidiaries included in the Utility Solutions Group, the Company’s
largest business segment, required the Company’s CEO to serve at times as each
of the subsidiaries’ president and/or increase his involvement in the day-to-day
management of these subsidiaries.  These historical management
practices, the need to more closely manage newly acquired businesses and recent
senior personnel changes have prompted a much more hands-on management approach
by the CEO and CFO of the Company and its subsidiaries, and explain and support
the Company’s conclusion that senior subsidiary officers do not yet have the
requisite authority or responsibilities for policy- making functions since these
responsibilities continue to be maintained by the CEO, the CFO and the General
Counsel, the designated executive officers.

    In an
effort to ensure the correct designation of the Company’s executive officers,
the Nominating and Corporate Governance Committee of the Company’s Board of
Directors, in February 2008, reviewed the designation, and determined that these
officers and only these officers are properly designated as the Company’s
executive officers.  This conclusion was based on the extent of
oversight and involvement that the executive officers had in all significant
decisions within the Company and its subsidiaries.

    In light
of the factors stated above, the Company believes at this time that its
designation of executive officers meets the SEC’s criteria.  In the
future, the Company will regularly review the SEC’s criteria in light of
changing roles and responsibilities of senior Company personnel to ensure the
Company’s classification of executive officers continues to be
correct.

    Cash Bonus (comment
#4):

    You
disclose that one criterion under the Performance Compensation Plan was a Cash
Flow Target.  Please advise whether this measure is a GAAP financial
measure.  If not, disclose in future filings how any non-GAAP
financial measure is calculated from the company’s audited financial
statements.  Refer to Instruction 5 to Regulation S-K Item
402(b).

    Response

    One of
the Company’s criteria under the Performance Compensation Plan was the
achievement of the Cash Flow Target of $100 million for fiscal year
2009.  This target is defined as cash flow generated from operations
at the subsidiary level excluding corporate cash activity [debt and interest
payments, acquisitions and divestitures, tax payments, pension contributions,
stock option exercises and corporate general and administrative
expenses].  This measure is considered a non-GAAP financial
measure.  In future filings, the Company will disclose how any such
target that is a non-GAAP financial measure is calculated from the Company’s
audited financial statements.

    Cash Bonus (comment
#5):

    When
disclosing performance targets under your cash incentive plans, please also
disclose any threshold, target and maximum levels for each performance
goal.  In addition, disclose how the payout amounts are determined
across the payout range.  In this regard, you disclose that the
possible payouts range from a multiplier of .20 to 2.0 times the target cash
bonus, but you do not disclose the performance levels that would result in these
payout amounts.  Furthermore, it is not clear why achieving 90% of the
EPS target amount resulted in a bonus paid at a .52 multiplier or why achieving
110% of the cash flow target resulted in a bonus paid at a 2.0
multiplier.  Please expand your discussion in future
filings.

    Response

    In future
filings, we will comply with your comment requesting further information
regarding our cash incentive plans including the disclosure of any threshold,
target and maximum levels for each performance goal and how the payout amounts
are determined across the payout range.

    Cash Bonus (comment
#6):

    In
future filings, please provide further discussion and analysis regarding how the
Committee arrived at the actual amounts paid under your cash incentive
plans.  For example, we note from disclosure in the Summary
Compensation Table on page 15 that Mr. Richey was paid a $369,000 bonus pursuant
to the Performance Compensation Plan; however, you do not provide a clear
explanation in your compensation discussion and analysis of how the Compensation
Committee arrived at this amount.  Further, we note that 30% of the
PCP was based on the achievement of individual performance criteria, but you do
not provide a robust discussion of these individual performance objectives or
how each executive officer achieved them.  We also note that the
Committee authorized a one-time discretionary increase adjustment to the PCP
payments to the executive officers other than the CEO, but you do not disclose
the amount of this discretionary increase or why your CEO did not also
participate in the award.

    Response

    In future
filings, we will comply with your comment requesting further discussion and
analysis regarding how the Committee arrived at the actual amounts paid under
our cash incentive plans.

    With
respect to the executive officers’ individual performance objectives, the
Company does not believe that they are material, and believes that their
disclosure is therefore unnecessary.  Each executive officer
individually determines his or her objectives.  The objectives are
focused on key, short-term strategic factors such as operational matters, legal
issues, acquisitions, divestitures, cost savings or other issues of
importance.  There are no weights assigned to the specific individual
objectives.  The Committee uses its subjective judgment in the
evaluation of each executive officer’s achievement of the objectives on an
overall basis at the end of the fiscal year.  In exercising its
judgment, the Committee takes into account the business and economic environment
at the time the objectives were established and any relevant circumstances which
may have changed during the ensuing year.

    In the
event that the Committee were again to authorize a discretionary increase
adjustment to the PCP payments to executive officers, we will disclose the
amount of such adjustments and the reason why any executive officer did not
participate in the award if such were the case (for FY 2009, the CEO elected to
not participate in the discretionary award).

    Compensation Consultant and
Market Checking (comment #7):

    It
appears that the Committee uses the data from compensation surveys for
benchmarking purposes.  If so, you must identify the companies
used.  In future filings, for purposes of Item 402(b)(2)(xiv) of
Regulation S-K, please identify the benchmarked companies.  For
further guidance, please refer to Question 118.05 in our Regulation S-K
Compliance and Disclosure Interpretations, available on our website at www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm.

    Response

    As stated
in the proxy statement section referred to (pages 9 and 10), the Committee’s
compensation consultant, Towers Perrin, provided a report in September 2008
which the Committee and management used for benchmarking purposes with regard to
FY 2009 executive compensation.  This report included compensation
data from two separate groups of companies.  One group consisted of
the six peer companies identified in our FY 2008 annual report to stockholders
as the “2007 Peer Group”, comprising the following:  Itron, Inc.,
Badger Meter, Inc., Roper Industries Inc., Tektronix Inc., Pall Corporation and
Clarcor, Inc.  For many years, the Committee has utilized the data
from the peer group for compensation benchmark purposes, and, because of the
small size of the peer group and periodic changes in its composition, has also
utilized data from a second, larger group of companies.  For

CORRESP
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    Unassociated Document

    ESCO Technologies Inc.

    9900A
Clayton Road

    St.
Louis, Mo 63124-1186

    314-213-7246
Ph

    314-213-7250
Fax

    www.escotechnologies.com

    March 8,
2010

    Mr. Larry
Spirgel

    Assistant
Director

    Securities
and Exchange Commission

    Washington,
D.C. 20549

              Re:

              ESCO
      Technologies Inc.(the Company)

              Form
      10-K for the year ended September 30,
2009

              Filed
      November 30, 2009

              Commission
      File No. 1-10596

    Dear Mr.
Spirgel,

    This
letter will confirm our conversation this morning with Mr. Littlepage requesting
an additional 10 business days to complete our response and propose to submit
our response on or before April 1, 2010.

    ESCO
Technologies Inc. (the "Company") hereby acknowledges receipt of your letter
dated March 4, 2010 regarding the Company's Form 10-K Annual Report for the
fiscal year ended September 30, 2009.

    In
response to your letter, the Company is preparing a written response supporting
its accounting treatment and related disclosures. In order for us to develop and
prepare the relevant information, we are requesting an additional 10 business
days to complete our response and propose to submit our response on or before
April 1, 2010. Our internal counsel responsible for the proxy is out of the
country for the next 12 business days and we would prefer to have him involved
in the response. We appreciate your understanding in this matter.

    Please
acknowledge agreement to our request to respond by April 1, 2010 by notification
to the undersigned via fax (314-213-7250) or e-mail (muenster@escotechnologies.com).

    Very
truly yours,

    Gary E.
Muenster

    Executive
Vice President

    and Chief
Financial Officer

    GEM/kbj

    GEM/SECExtReq3810

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
March 4, 2010
   Mr. V.L. Richey, Jr. Chairman, President and Chief Executive Officer ESCO Technologies, Inc. 9900A Clayton Road St. Louis, Missouri 63124-1186
 RE: ESCO Technologies Inc.
Form 10-K for the year ended September 30, 2010
  Filed November 30, 2009
  File No. 1-10596

Dear Mr. Richey:
We have reviewed your filing and have the following comments.  If you disagree with a
comment, we will consider your explanation as to why it is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.     In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  You should comply with the remaining comments in future filings, as applicable.  Confirm in writing that you will do so and explain to us how you intend to comply including your proposed disclosures, as applicable.  Please do so within the time frame set forth below.  Please understand that after our review of your responses, we may raise additional comments.
Form 10-K

Exhibit 13
Quantitative and Qualitative Disclosures about Market Risk, page 65

1. In light of the magnitude of your historic foreign currency translation adjustments, it is unclear to us whether you have material foreign currency market risk.  Please advise and if appropriate include the disclosures required by Item 305 of Regulation S-K in future filings.

Mr. V.L. Richey, Jr.
ESCO Technologies, Inc.
March 4, 2010 Page 2  2. Similarly, we note that only about half of your  long term debt, which carries interest at
LIBOR, is hedged by interest rate swaps that are designated as cash flow hedges.  Include in future filings quantified disclosure of in terest rate risk as required by Item 305 of
Regulation S-K.  Otherwise please explain to us how you determined that your interest rate risk exposure was immaterial.
 Proxy Statement Incorporated by Reference into Part III of Form 10-K

Compensation Discussion and Analysis, page 9 of the Proxy Statement
 3. We note that you only classify one person, Alyson S. Barclay, as an executive officer of the registrant, other than your principal executive officer and principal financial officer.  Please note that the definition of executive officer in Rule 3b-7 is fairly expansive and is intended to be read broadly.  In this regard, we note that the definition includes “any vice president of the registrant in charge of a principal business unit, division or function (such as sales, administration, or finance)[.]”   Please provide us with your legal analysis
as to why no other executive is categorized as an executive officer.
 Cash Bonus, page 10

 4. You disclose that one criterion under the Performance Compensation Plan was a Cash Flow Target.  Please advise whether this measure is a GAAP financial measure.  If not, disclose in future filings how any non-GAAP financial measure is calculated from the company’s audited financial statements.  Refer to Instruction 5 to Regulation S-K Item 402(b).
 5. When disclosing performance targets under your cash incentive plans, please also disclose any threshold, target and maximum levels for each performance goal.  In addition, disclose how the payout amounts are determined across the payout range.  In this regard, you disclose that the possible payouts range from a multiplier of .20 to 2.0 times the target cash bonus, but you do not disclose the performance levels that would result in these payout amounts.  Furthermore, it is not clear why achieving 90% of the EPS target amount resulted in a bonus paid at a .52 multiplier or why achieving 110% of the cash flow target resulted in a bonus paid at a 2.0 multiplier.  Please expand your discussion in future filings.
 6. In future filings, please provide further discussion and analysis regarding how the Committee arrived at the actual amounts paid under your cash incentive plans.  For example, we note from disclosure in the Summary Compensation Table on page 15 that Mr. Richey was paid a $369,000 bonus pursuant to the Performance Compensation Plan; however, you do not provide a clear explanation in your compensation discussion and analysis of how the Compensation Committee arrived at this amount.  Further, we note that 30% of the PCP was based on the achievement of individual performance criteria, but you do not provide a robust discussion of these individual performance objectives or
how each executive officer achieved them.  We also note that the Committee authorized a

Mr. V.L. Richey, Jr.
ESCO Technologies, Inc.
March 4, 2010 Page 3
one-time discretionary increase adjustment to the PCP payments to the executive officers other than the CEO, but you do not disclose the amount of this discretionary increase or why your CEO did not also participate in the award.
 Compensation Consultant and Market Checking, page 9

 7. It appears that the Committee uses the data from compensation surveys for benchmarking purposes.  If so, you must identify the companies used.  In future filings, for purposes of Item 402(b)(2)(xiv) of Regulation S-K, please identify the benchmarked companies.    For further guidance, please refer to Question 118.05 in our Regulation S-K Compliance and Disclosure Interpretations, available on our website at www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm
.
 Summary Compensation Table, page 15 of the Proxy Statement

 8. In your response letter, please explain why you report the entire amount awarded to the named executive officers under the Performance Compensation Plan in the Bonus column of the Summary Compensation Table.  In this regard, it appears that the majority of this award should have been classified as an incentive plan award and reported in the Non-Equity Incentive Plan Compensation column, whereas the additional one-time discretionary increase amount should have been reported in the Bonus column.  Further, we note that you do not report the PCP awards in your Grants of Plan-Based Awards table on page 16.  If you will revise your disclosure in future filings to comply with this comment, please confirm this in your response.  For further information, refer to Item 402(a)(6)(iii) of Regulation S-K and Ques tion 119.02 of Regulation S-K’s Compliance
and Disclosure Interpretations, located on our website at http://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm
.

*    *    *    *

Please respond to these comments within 10 business days or tell us when you will
provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please file your letter over EDGAR.  Please understand that we may have additional comments after reviewing your responses to our comments.     We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors
require for an informed decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Mr. V.L. Richey, Jr.
ESCO Technologies, Inc. March 4, 2010 Page 4    In connection with responding to our comment, please provide, in writing, a statement from the company acknowledging that
• the company is responsible for the adequacy and accuracy of the disclosure in the filings;

• staff comments or changes to disclosure in  response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filings or in response to our comments on your filings.
You may contact Joseph M. Kempf, Senior  Staff Accountant, at (202) 552-3352 or
Robert S. Littlepage, Accounting Branch Chief at (202) 551-3361 if you have questions regarding comments on the financial statements and related matters.  Please contact Jay Knight, Staff Attorney, at (202) 551-3370 or me at  (202) 551-3810 with any other questions.

        S i n c e r e l y ,                       L a r r y  S p i r g e l         A s s i s t a n t  D i r e c t o r

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

								March 29, 2006
Mail Stop 3561

Gary E. Muenster
Chief Financial Officer
ESCO Technologies Inc.
9900A Clayton Road
St. Louis, MO 63124

RE:	ESCO Technologies Inc. (the Company)
Form 10-K for the Fiscal Year Ended September 30, 2005
Form 10-Q for the Quarter Ended December 31, 2005
File No. 1-10596

Dear Mr. Muenster:

	We have completed our review of your Form 10-K and related
filings and have no further comments at this time.

								Sincerely,

								Joseph A. Foti
								Senior Assistant Chief
Accountant

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Comment #1 - Summary of Significant Accounting Policies:
--------------------------------------------------------

We have read your  proposed  revision  to the  revenue  recognition  footnote in
response to our prior comment  number two;  however,  we believe there are a few
items  under  your  Communications  Segment  disclosure  which  require  further
clarification.  With respect to your software revenue arrangements,  please tell
us and revise your footnote to disclose whether the hardware element included in
such  arrangements is essential to the  functionality of the software and if so,
disclose  whether VSOE has been  established  for the hardware.  If VSOE has not
been established, then please explain how the lack of VSOE affects the timing of
your revenue  recognition  in light of the hardware,  among other elements other
than the software itself, is delivered over the contractual deployment period as
noted in your response.  Please  describe  whether such hardware is considered a
specified  element in the software  arrangement and if so, disclose how VSOE has
been established for the hardware element.

If the hardware  element is not essential to the  functionality of the software,
then  describe  how the Company  accounts  for the revenue  associated  with the
hardware element in such arrangements.

Response
--------

As suggested by the Staff,  Management will revise future filings to clarify our
revenue recognition policy to provide additional information with respect to the
hardware  element included in our software  revenue  arrangements.  Our proposed
addition to our revenue  recognition policy (within the Communications  segment)
in our Summary of Significant  Accounting Policies in future filings is provided
below.

With  respect to the  Company's  software  revenue  arrangements,  the  hardware
element included in such  arrangements is essential to the  functionality of the
software  and  therefore,   considered  to  be  software-related.   Hardware  is
considered  a specified  element in the software  arrangement  and VSOE has been
established for this element.  VSOE for the hardware element is determined based
on the price when sold separately to customers.

Comment #2 - Management's  Discussion and Analysis,  Results of Operations,  Net
--------------------------------------------------------------------------------
             Sales:
             ------

Reference  is made to your  discussion  surrounding  net sales of the  Company's
Communications  Segment.  You indicate that the decrease in the first quarter of
fiscal 2006 is primarily due to lower shipments of $11 million in AMR product as
compared to the same period in fiscal 2005, and further, $9.9 million of the $11
million  decrease  was due to lower AMR  product  sales to the COOP  market as a
result of a weakness  in orders.  Please  tell us and revise  future  filings to
disclose whether you expect this trend to continue in the future.  If so, please
also  disclose  whether it will have a material  adverse  impact to your  future
results of  operations  and financial  statements as a whole,  and to the extent
possible,  please  quantify  the  impact.  If you  believe  this  trend will not
continue or have a material adverse effect, then please discuss the reasons why.

Response
--------

As suggested by the Staff,  Management  will revise  future  filings to disclose
that it does not expect  this sales  decrease  to continue in the future and the
reasons why. The decline in orders during the second half of fiscal 2005 was due
in part to changes in the  competitive  landscape and the  Company's  efforts in
responding to requests for  proposals in its pursuit of several  large  investor
owned utility  customers.  First quarter fiscal 2006 orders from the COOP market
were higher  than each  quarter in fiscal  2005 and second  quarter  fiscal 2006
orders are expected to be consistent with first quarter levels.

Comment #3 - Capitalized Software Costs:
----------------------------------------

In view of the  significant  amount of  capitalized  software  costs included in
other assets  within your balance  sheets,  and your  disclosure  in the capital
resources and liquidity  section  indicating that you expect to incur additional
software costs with respect to TNG in the future, please tell us and revise your
significant  accounting  policies  in future  filings to include  the  Company's
policy for capitalizing  software  development costs in accordance with SFAS No.
86. Your  revised  disclosure  should  include,  but not be limited to, when the
Company  begins the  capitalization  of  software  costs;  that is,  when it has
determined that technological  feasibility has been established and describe the
type of costs  that are  capitalized  prior to general  release of the  software
product.  Also, we note that you amortize such costs  generally  over the useful
life of 3-7 years, please explain to us how you determined the period over which
you expect to receive  future  benefits  from these  assets and  explain why you
believe the useful life being used is  appropriate.  Furthermore,  please review
your notes in future  filings to comply with all disclosure  requirements  under
paragraphs 11 and 12 of SFAS No. 86 and provide us with your planned  revisions.
We may have further comment upon receipt of your response.

Response
--------

As suggested by the Staff, Management will revise future filings to describe the
capitalized software costs in accordance with SFAS No. 86. In addition,  we will
revise our notes to the financial  statements  in future  filings to comply with
the disclosure requirements under paragraphs 11 and 12 of SFAS No. 86 to include
the following  information:  (a) unamortized computer software costs included in
each balance  sheet  presented;  and (b) the total amount  charged to expense in
each  income  statement  presented  for  amortization  of  capitalized  computer
software  costs  and for  amounts  written  down to net  realizable  value.  Our
proposed  revision to our Summary of Significant  Accounting  Policies in future
filings is provided below.

The costs incurred for the  development of computer  software that will be sold,
leased,  or otherwise  marketed are charged to expense when incurred as research
and development  until  technological  feasibility has been  established for the
product. Technological feasibility is typically established upon completion of a
detailed  program  design.  Costs incurred after this point are capitalized on a
project-by-project  basis in accordance  with SFAS No. 86,  "Accounting  for the
Costs of Computer Software to be Sold, Leased or Otherwise Marketed." Costs that
are capitalized  primarily consist of external  development  costs. Upon general
release of the product to  customers,  the  Company  ceases  capitalization  and
begins amortization,  which is calculated on a  project-by-project  basis as the
greater of (1) the ratio of current gross revenues for a product to the total of
current  and  anticipated  future  gross  revenues  for the  product  or (2) the
straight-line  method  over the  estimated  economic  life of the  product.  The
Company generally amortizes the software development costs over a three to seven
year  period  based upon the  estimated  future  economic  life of the  product.
Factors  considered in  determining  the estimated  future  economic life of the
product  include  anticipated  future  revenues,  and  changes in  software  and
hardware  technologies.  The carrying values of capitalized  costs are evaluated
for  impairment  on an annual basis to determine  if  circumstances  exist which
indicate the  carrying  value of the asset may not be  recoverable.  If expected
cash flows are insufficient to recover the carrying amount of the asset, then an
impairment loss is recognized to state the asset at its net realizable value.

</TEXT>
</DOCUMENT>

Mail Stop 3561
March 7, 2006

Via U.S. Mail and Facsimile

Gary E. Muenster
Chief Financial Officer
ESCO Technologies Inc.
9900A Clayton Road
St. Louis, MO 63124

RE: ESCO Technologies Inc. (the Company)
Form 10-K for the Fiscal Year Ended September 30, 2005
Form 10-Q for the Quarter Ended December 31, 2005
File No. 1-10596

Dear Mr. Muenster:

We have reviewed your response letter dated March 1, 2006, and have the
following comments.  Where expanded disclosure is requested, you may comply with
these comments in future filings.  If you disagree, we will consider your explanation as to
why our comments are not applicable or a revision is unnecessary.  We also ask you to provide us with supplemental information so we may better understand your disclosure.
Please be as detailed as necessary.  We look forward to working with you in these
respects and welcome any questions you may have about any aspects of our review.

Please respond to confirm that the comment will be complied with, or, if the
comment is deemed inappropriate by the Company, advise the staff of the reason thereof.
Pursuant to Rule 101(a)(3) of Regulation S-T, your response should be submitted in
electronic form, under the label “corresp” with a copy to the staff.  Please respond within ten (10) business days.

Form 10-K for the Year Ended September 30, 2005

1. We have read your proposed revision to the revenue recognition footnote in response to our prior comment number two; however, we believe there are a few
items under your Communications Segment disclosure which require further
clarification.  With respect to your software revenue arrangements, please tell us and revise your footnote to disclose whether the hardware element included in

Gary E. Muenster
ESCO Technologies Inc.
March 7, 2006
Page 2

such arrangements is essential to the functionality of the software and if so, disclose whether VSOE has been established for the hardware.  If VSOE has not
been established then please explain how the lack of VSOE affects the timing of
your revenue recognition in light of the hardware, among other elements other than the software itself, is delivered over the contractual deployment period as
noted in your response.  Please describe whether such hardware is a considered a
specified element in the software arrangement and if so, disclose how VSOE has been established for the hardware element.

If the hardware element is not essential to the functionality of the software, then describe how the Company accounts for the revenue associated with the hardware
element in such arrangements.

Form 10-Q for the Quarter Ended December 31, 2005

Management’s Discussion and Analysis
Results of Operations
Net Sales

2. Reference is made to your discussion surrounding net sales of the Company’s
communications segment.  You indicate that the decrease in the first quarter of
fiscal 2006 is primarily due to lower shipments of $11 million in AMR product as
compared to same period in fiscal 2005, and further, $9.9 million of the $11 million decrease was due to lower AMR product sales to the COOP market as a
result of a weakness in orders.  Please tell us and revise future filings to disclose
whether you expect this trend to continue in the future.  If so, please also disclose whether it will have material adverse impact to your future results of operations
and financial statements as a whole, and to the extent possible, please quantify the
impact.  If you believe this trend will not continue or have a material adverse effect, then please discuss the reasons why.

Capitalized Software Costs

3. In view of the significant amount of capitalized software costs included in other assets within your balance sheets, and your disclosure in the capital resources and
liquidity section indicating that you expect incur additional software costs with
respect to TNG in the future, please tell us and revise your significant accounting policies in future filings to include the Company’s policy for capitalizing software
development costs in accordance with SFAS No. 86.  Your revised disclosure
should include, but not be limited to, when the Company begins the capitalization of software costs; that is, when it has determined that technological feasibility has

Gary E. Muenster
ESCO Technologies Inc.
March 7, 2006
Page 3

been established and describe the type of costs that are capitalized prior to general release of the software product.  Also, we note that you amortize such costs
generally over the useful life of 3-7 years, please explain to us how you
determined the period over which you expect to receive future benefits from these assets and explain why you believe the useful life being used is appropriate.
Furthermore, please revise your notes in future filings to comply with all
disclosure requirements under paragraphs 11 and 12 of SFAS No. 86 and provide us with your planned revisions.  We may have further comment upon receipt of
your response.

You may contact Jean Yu at (202) 551-3305 or Joseph Foti at (202) 551-3816 if
you have questions regarding the comments above.

 Sincerely,

 Joseph A. Foti
 Senior Assistant Chief Accountant

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Correspondence

COMMENT #1: CRITICAL ACCOUNTING POLICIES:
------------------------------------------

We note that management is required to make estimates and use assumptions  under
certain revenue models utilized by the Company (e.g.,  percentage of completion,
milestones, cost reimbursement contracts) and accordingly,  you consider revenue
recognition  as  one  of  your  critical  accounting  policies;   however,  such
disclosures should supplement,  not duplicate, the description of the accounting
policies that are already  disclosed in the notes to the  financial  statements.
The disclosure  should provide  greater insight into the quality and variability
of information in the financial condition and operating  performance and address
why the Company's  accounting  estimates or assumptions bear the risk of change.
For example,  with respect to your  estimates  and  assumptions  used in revenue
recognition you should consider discussing, to the extent material, factors such
as how you arrive at your estimates,  how accurate the  estimate/assumption  has
been in the past, how much the  estimate/assumption has changed in the past, and
whether the  estimate/assumption  is reasonably  likely to change in the future.
Since critical  accounting  estimates and  assumptions are based on matters that
are highly uncertain,  you should analyze their specific  sensitivity to change,
based on other  outcomes  that are  reasonably  likely to occur and would have a
material effect.  In this regard,  we believe you should consider  revising your
disclosures  in your  critical  accounting  estimates  to  address  the  factors
discussed above, to the extent  material,  rather than duplicate your accounting
policy from the notes to the financial statements.  Please refer to the guidance
in FR-72 (Release No. 33-8350).

Response
--------

As suggested by the Staff, Management will revise our critical accounting policy
disclosures in future filings to further  clarify our estimates and  assumptions
used in revenue  recognition.  Our  proposed  revision  to be included in future
filings to our critical accounting estimates is presented below.

Filtration  / Fluid Flow  Operating  Unit:
------------------------------------------

Within  the  Filtration  /  Fluid  Flow  operating  unit,  approximately  75% of
operating  unit revenues (30% of  consolidated  revenues)  are  recognized  when
products  are  delivered  (when title and risk of ownership  transfers)  or when
services are performed for unaffiliated customers.

Approximately 25% of operating unit revenues (10% of consolidated  revenues) are
recorded under the percentage-of-completion  provisions of SOP 81-1, "Accounting
for  Performance of  Construction-Type  and Certain  Production-Type  Contracts"
because the Company  manufactures  complex  products for  aerospace and military
customers under production  contracts.  The  percentage-of-completion  method of
accounting involves the use of various estimating techniques to project costs at
completion. These estimates involve various assumptions and projections relative
to the outcome of future events over a period of several years, including future
labor productivity and availability, the nature and complexity of the work to be
performed, availability of materials, the impact of delayed performance, and the
timing of product deliveries. These estimates are based on Management's judgment
and the Company's substantial experience in developing these types of estimates.
Changes in  underlying  assumptions/estimates  may  adversely  affect  financial
performance  if  they  increase  estimated  project  costs  at  completion,   or
positively affect financial performance if they decrease estimated project costs
at  completion.  Due to the nature of these  contracts and the operating  unit's
cost estimating  process,  the Company  believes that these estimates  generally
should not be subject to significant variation in the future. There have been no
material  changes  to  these  estimates  for  the  financial  statement  periods
presented.  The Company  regularly  reviews its estimates to assess revisions in
contract values and estimated costs at completion.

Communications Segment:
-----------------------

Within the  Communications  segment,  approximately 90% of the segment's revenue
arrangements (30% of consolidated revenues) contain software components. Revenue
under these  arrangements is recognized in accordance with Statement of Position
97-2  (SOP  97-2),  "Software  Revenue  Recognition,"  as  amended  by SOP 98-9,
"Modification of SOP 97-2, Software Revenue Recognition, with Respect to Certain
Transactions."  The  application  of  software  revenue   recognition   requires
judgment, including the determination of whether a software arrangement includes
multiple  elements  and  estimates  of  the  fair  value  of  the  elements,  or
vendor-specific  objective  evidence  of fair  value  ("VSOE").  Changes  to the
elements in a software  arrangement,  and the ability to identify VSOE for those
elements could materially  impact the amount of earned and/or deferred  revenue.
There  have  been no  material  changes  to these  estimates  for the  financial
statement  periods  presented  and the  Company  believes  that these  estimates
generally  should not be subject to  significant  variation  in the future.  The
remaining 10% of the segment's  revenues  represent products sold under a single
element   arrangement   and  are  recognized  when  products  are  delivered  to
unaffiliated customers.
<PAGE>

Test  Segment:
--------------

Within the Test  segment,  approximately  65% of revenues  (18% of  consolidated
revenues) are  recognized  when  products are delivered  (when title and risk of
ownership transfers) or when services are performed for unaffiliated  customers.
Certain arrangements contain multiple elements which are accounted for under the
provisions of EITF 00-21, "Revenue Arrangements with Multiple Deliverables." The
application of EITF 00-21 requires  judgment as to whether the  deliverables can
be divided into more than one unit of accounting  and whether the separate units
of  accounting  have value to the customer on a  stand-alone  basis.  Changes to
these elements could affect the timing of revenue  recognition.  There have been
no  material  changes to these  elements  for the  financial  statement  periods
presented.

Approximately  35% of the Test segment  revenues (10% of consolidated  revenues)
are  recorded  under  the  percentage-of-completion   provisions  of  SOP  81-1,
"Accounting for the Performance of Construction-Type and Certain Production-Type
Contracts"  due to the complex  nature of the  enclosures  that are designed and
produced under these contracts.  As discussed  above,  this method of accounting
involves  the  use  of  various  estimating   techniques  to  project  costs  at
completion,   which  are  based  on  Management's  judgment  and  the  Company's
substantial  experience  in  developing  these  types of  estimates.  Changes in
underlying  assumptions/estimates  may adversely or positively  affect financial
performance.  Due to the nature of these contracts and the operating unit's cost
estimating  process,  the Company believes that these estimates generally should
not be  subject  to  significant  variation  in the  future.  There have been no
material  changes  to  these  estimates  for  the  financial  statement  periods
presented.  The Company  regularly  reviews  its  contract  estimates  to assess
revisions in contract values and estimated costs at completion.

COMMENT #2:  NOTE 1.  SUMMARY OF  SIGNIFICANT  ACCOUNTING  POLICIES  (e) REVENUE
--------------------------------------------------------------------------------
             RECOGNITION
             -----------

Based on your current revenue recognition  accounting policies you indicate that
the majority of your  revenues  are  recognized  upon  product  shipment or when
services are performed, and that other revenue recognition methods are also used
depending on the terms of the contract or arrangement. However, your disclosures
appear  only to provide  general  descriptions  of your broad  number of revenue
recognition  methods and do not  elaborate  on how such  methods  relate to your
specific  product and service  offerings.  That is, the information  included in
your current  revenue  recognition  footnote is insufficient to provide a reader
with a clear  understanding  of how each of the revenue methods  employed by the
Company and its respective  criteria for recognition applies to your product and
service  offerings,  and,  furthermore,  the  context  necessary  to assess  the
significance  of each  type of  revenue  stream  relative  to your  consolidated
financial statements. For example, you state revenue recognition under long-term
contracts,  for which delivery is an inappropriate  measure of performance,  the
percentage of completion method is used; however,  there is no explanation as to
why delivery is an inappropriate measure of performance,  or alternatively,  why
percentage of completion  is  appropriate  rather than other methods used by the
Company such as  milestone-based  or when specific contract terms are fulfilled.
Another  example  includes your  disclosure  with respect to cost  reimbursement
contracts in which case revenue is recognized as costs are incurred plus a fixed
fee,  but  it  is  unclear  which  of  the  Company's  products  and/or  service
offering(s) that this method of recognition is relevant and why. Furthermore, it
is unknown whether there are  circumstances  that exist where the Company may be
liable for or  obligated to repay any of the funds and if so, how such funds are
accounted for within the financial  statements.  In this regard,  we believe you
should  revise  future  filings to clarify  your revenue  recognition  policy to
provide in clear and complete detail of the  information  necessary for a reader
to understand  the  application  of the Company's  revenue  recognition  methods
relative to its various product and service offerings.  For each method,  please
discuss the products and  services  involved and why such method is  appropriate
for recognition. This will provide enhanced clarity and transparency within your
current  disclosures.  Note  that  for  revenue  methods  that do not  generally
represents  a material  portion of the  company's  revenue,  you may quantify or
specifically  discuss in the footnote why you do not consider it to be material.
Please provide us with your proposed revisions.

Response
--------

As suggested by the Staff,  Management will revise future filings to clarify our
revenue  recognition  policy  to  provide  in  clear  and  complete  detail  the
information  necessary  for a  reader  to  understand  the  application  of  the
Company's  revenue  recognition  methods  relative  to its  various  product and
service  offerings.   Our  proposed  revision  to  our  Summary  of  Significant
Accounting Policies in future filings is provided below.
<PAGE>

Filtration  / Fluid Flow  Operating  Unit:
------------------------------------------

Within  the  Filtration  /  Fluid  Flow  operating  unit,  approximately  75% of
operating  unit revenues (30% of  consolidated  revenues)  are  recognized  when
products  are  delivered  (when title and risk of ownership  transfers)  or when
services are performed for unaffiliated customers.

Approximately 25% of operating unit revenues (10% of consolidated  revenues) are
recorded under the percentage-of-completion  provisions of SOP 81-1, "Accounting
for Performance of  Construction-Type  and Certain  Production-Type  Contracts."
Products  accounted  for under SOP 81-1  include  the  design,  development  and
manufacture  of complex fluid  control  products,  quiet  valves,  manifolds and
systems primarily for the aerospace and military markets.  For arrangements that
are accounted for under SOP 81-1, the Company estimates profit as the difference
between  total  estimated  revenue and total  estimated  cost of a contract  and
recognizes   these   revenues   and  costs   based  on  units   delivered.   The
percentage-of-completion  method  of  accounting  involves  the  use of  various
estimating techniques of expected costs at completion.

Communications  Segment:
------------------------

Within the  Communications  segment,  approximately 90% of the segment's revenue
arrangements (30% of consolidated revenues) contain software components. Revenue
under these  arrangements is recognized in accordance with Statement of Position
97-2  (SOP  97-2),  "Software  Revenue  Recognition,"  as  amended  by SOP 98-9,
"Modification of SOP 97-2, Software Revenue Recognition, with Respect to Certain
Transactions."  The segment's  software revenue  arrangements  generally include
multiple products and services, or "elements" consisting of meter and substation
hardware,  meter  reading  system  software,   software  support  (post-contract
customer  support  "PCS") and program  management  support.  These  arrangements
typically  require  the  Company to deliver  software  at the  inception  of the
arrangement while the hardware,  software support and program management support
are delivered over the contractual deployment period. These revenue arrangements
are divided into separate units of accounting if the delivered item(s) has value
to the customer on a stand-alone basis, there is objective and reliable evidence
of the fair value of the  undelivered  item(s) and  delivery/performance  of the
undelivered item(s) is probable.  For multiple element arrangements,  revenue is
allocated to the individual elements based on vendor-specific objective evidence
of fair value ("VSOE") of the individual elements.

The  application  of  these   principles   requires   judgment,   including  the
determination of whether a software  arrangement  includes multiple elements and
estimates  of the  fair  value  of the  elements.  The  VSOE of the  undelivered
elements is determined based on the historical  evidence of stand-alone sales of
these elements to customers.  Hardware revenues are generally  recognized at the
time of shipment or receipt by customer  depending  upon  contract  terms.  VSOE
generally does not exist for the software element,  therefore,  the Company uses
the  residual  method  to  recognize  revenue  when  VSOE  exists  for all other
undelivered  elements.  Under  the  residual  method,  the  fair  value  of  the
undelivered  elements is deferred and the remaining  portion of the  arrangement
fee is recognized as revenue.

SOP 97-2 requires the seller of software that  includes  post-contract  customer
support (PCS) to establish  VSOE of the  undelivered  element of the contract in
order to account separately for the PCS revenue.  The Company determines VSOE by
a consistent  pricing of PCS and PCS  renewals as a  percentage  of the software
license fees and by reference to  contractual  renewals,  when the renewal terms
are  substantive.  Revenues for PCS are recognized  ratably over the maintenance
term specified in the contract  (generally in 12 monthly  increments).  Revenues
for program  management support are recognized when services have been provided.
The Company determines VSOE for program management support based on hourly rates
when services are performed separately.

Deferred  revenue  is  recorded  for  products  or  services  that have not been
provided but have been invoiced  under  contractual  agreements or paid for by a
customer,  or when  products or services have been provided but the criteria for
revenue  recognition  have not been  met.  If  there  is a  customer  acceptance
provision or there is uncertainty about customer acceptance, revenue is deferred
until the customer has accepted the

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                  ESCO Technologies Inc.
                  9900A Clayton Road
                  St. Louis, Mo 63124-1186
                  314-213-7246 Ph
                  314-213-7250 Fax
                  www.escotechnologies.com

                                                   February 6, 2006

                Mr. Joseph A. Foti
                Senior Assistant Chief Accountant
                Securities and Exchange Commission
                Washington, D.C. 20549

                Re:   ESCO Technologies Inc.(the Company)
                      Form 10-K Annual Report
                      For the Fiscal Year Ended September 30, 2005
                      Filed December 14, 2005
                      Commission File No. 1-10596

                Dear Mr. Foti:

               ESCO  Technologies  Inc.  (the  "Company")  hereby   acknowledges
               receipt of your  letter  dated  February  2, 2006  regarding  the
               Company's  Form 10-K  Annual  Report  for the  fiscal  year ended
               September 30, 2005.

               In response to your  letter,  the Company is  preparing a written
               response   supporting  its   accounting   treatment  and  related
               disclosures.  In order for us to develop and prepare the relevant
               information,  we are requesting an additional 10 business days to
               complete  our  response  and propose to submit our response on or
               before March 2, 2006. As  additional  support for our request for
               more time,  we note that  individuals  involved in preparing  our
               response  are  currently   working  on  integrating   two  recent
               acquisitions,  the most recent of which we closed on February, 1,
               2006,  the closing of the first fiscal  quarter and preparing the
               related and required  accounting  documents.  We appreciate  your
               understanding in this matter.

               Please  acknowledge  agreement to our request to respond by March
               2, 2006 by notification to the undersigned via fax (314-213-7250)
               or e-mail(muenster@escotechnologies.com).

                                                   Very truly yours,

                                                   Gary E. Muenster
                                                   Senior Vice President
                                                   and Chief Financial Officer

                GEM/kbj
                GEM/SECExtReq

</TEXT>
</DOCUMENT>

Mail Stop 3561
February 2, 2006

Via U.S. Mail and Facsimile

Gary E. Muenster
Chief Financial Officer
ESCO Technologies Inc.
9900A Clayton Road
St. Louis, MO 63124

RE: ESCO Technologies Inc. (the Company)
Form 10-K for the Fiscal Year Ended September 30, 2005
File No. 1-10596

Dear Mr. Muenster:

Based upon an examination restricted solely to considerations of the Financial
Statements, Management’s Discussion and Analysis, and Selected Financial Data, the
staff has the following comments on the above-referenced documents.  We think you
should revise all future filings in response to these comments.  If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your response.  In some of our
comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information, we may or may not
raise additional comments.

Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropriate by the Company, advise the staff of
the reason thereof.

Gary E. Muenster
ESCO Technologies Inc.
February 2, 2006
Page 2

Pursuant to Rule 101(a)(3) of Regulation S-T, your response should be submitted
in electronic form, under the label “corresp” with a copy to the staff.  Please respond
within ten (10) business days.

Annual Report to Stockholders for the Year Ended September 30, 2005

Critical Accounting Policies, page 21

1. We note that management is required to make estimates and use assumptions
under certain revenue models utilized by the Company (e.g.. percentage of
completion, milestones, cost reimbursement contracts) and accordingly, you
consider revenue recognition as one of your critical accounting policies; however, such disclosures should supplement, not duplicate, the description of the
accounting policies that are already disclosed in the notes to the financial
statements.  The disclosure should provide greater insight into the quality and variability of information in the financial condition and operating performance
and address why the Company’s accounting estimates or assumptions bear the
risk of change.  For example, with respect to your estimates and assumptions used in revenue recognition you should consider discussing, to the extent material,
factors such as how you arrive at your estimates, how accurate the
estimate/assumption has been in the past, how much the estimate/assumption has changed in the past, and whether the estimate/assumption is reasonably likely to
change in the future. Since critical accounting estimates and assumptions are
based on matters that are highly uncertain, you should analyze their specific sensitivity to change, based on other outcomes that are reasonably likely to occur
and would have a material effect.  In this regard, we believe you should consider
revising your disclosures in your critical accounting estimates to address the factors discussed above, to the extent material, rather than duplicate your
accounting policy from the notes to the financial statements.  Please refer to the
guidance in FR-72 (Release No. 33-8350).

Note 1.  Summary of Significant Accounting Policies, page 30
(e) Revenue Recognition, 30

2. Based on your current revenue recognition accounting policies you indicate that the majority of your revenues are recognized upon product shipment or when
services are performed, and that other revenue recognition methods are also used
depending upon on the terms of the contract or arrangement.  However, your disclosures appear only to provide general descriptions of your broad number of
revenue recognition methods and do not elaborate on how such methods relate to
your specific product and service offerings.  That is, the information included in

Gary E. Muenster
ESCO Technologies Inc.
February 2, 2006
Page 3

your current revenue recognition footnote is insufficient to provide a reader with a clear understanding of how each of the revenue methods employed by the
Company and its respective criteria for recognition applies to your product and
service offerings, and, furthermore, the context necessary to assess the significance of each type of revenue stream relative to your consolidated financial
statements.  For example, you state revenue recognition under long-term
contracts, for which delivery is an inappropriate measure of performance, the percentage of completion method is used; however, there is no explanation as to
why delivery is an inappropriate measure of performance, or alternatively, why
percentage of completion is appropriate rather than other methods used by the Company such as milestone-based or when specific contract terms are fulfilled.
Another example includes your disclosure with respect to cost reimbursement
contracts in which case revenue is recognized as costs are incurred plus a fixed fee, but it is unclear which of the Company’s product and/or service offering(s)
that this method of recognition is relevant and why.  Furthermore, it is unknown
whether there are circumstances that exist where the Company maybe liable for or obligated to repay any of the funds and if so, how such funds are accounted for
within the financial statements.  In this regard, we believe you should revise
future filings to clarify your revenue recognition policy to provide in clear and complete detail of the information necessary for a reader to understand the
application of the Company’s revenue recognition methods relative to its various
product and service offerings.  For each method, please discuss the products and services involved and why such method is appropriate for recognition.  This will
provide enhanced clarity and transparency within in your current disclosures.
Note that for revenue methods that do not generally represent a material portion of the company’s revenue, you may quantify or specifically discuss in the
footnote why you do not consider it to be material.  Please provide us with your
proposed revisions.

3. Further, we also note that you enter into multiple element arrangements for which you account for such arrangements in accordance with EITF No. 00-21 and SOP
No. 81-1.  Please explain to us and revise future filings to describe the multiple
elements typically involved in such arrangements and, for elements where fair value has been determined by the company, disclose the objective evidence used
specifically in determining its respective fair value and its impact on the timing of
revenue recognition.

4. We note your disclosure on page 3 of Form 10-K indicates that your two-way communication systems (i.e. TWACS systems) for the electric utility industry are
comprised of software in addition to equipment and support services, and
according to your revenue footnote you follow the guidance outlined in SOP No.

Gary E. Muenster
ESCO Technologies Inc.
February 2, 2006
Page 4

97-2 for arrangements which involve software.  We also note that revenue generated from the sales of TWACS systems represented a significant portion of
total revenues in fiscal years 2005, 2004 and 2003 or 28%, 31% and 34%,
respectively.  In this regard, we would expect your accounting policy to discuss the nature and accounting recognition for such software revenue arrangements at
length in light of the complexities relative to the recognition of software revenue
and significance of such software revenues to your consolidated financial statements.  However, we note your disclosure provides only a brief description
of your policy in generic terms and therefore, does not supply a reader with
meaningful information or the insight necessary to obtain an understanding of how the guidance prescribed in SOP No. 97-2 and its application affects the
timing of the Company’s recognition of software revenue.   In this regard, we
believe you should significantly expand your footnote in future filings to discuss your accounting for software revenue arrangements relative to your product and
service offerings and how your accounting recognition complies with SOP No.
97-2.  In addition to the items mentioned above, your revised disclosure should consider:
(1) The types of products and services involved in transactions
(2) Whether vendor specific objective evidence of fair value (VSOE) has been
established for any of the multiple elements and if so, identifying such
elements and the method for which VSOE was established in accordance with
SOP No. 97-2 and;
(3)  How the establishment of VSOE for the any of the multiple element
arrangements noted in (2) above affected the timing of your revenue
recognition
Please revise future filings accordingly and provide us with your revised
disclosures.

********

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing reviewed by the staff to be certain that they have provided all
information investors require for an informed decision.  Since the company and its
management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;

Gary E. Muenster
ESCO Technologies Inc.
February 2, 2006
Page 5

‚ staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

You may contact Jean Yu at (202) 551-3305 or Joseph Foti at (202) 551-3816 if
you have questions regarding the comment above.

 Sincerely,

 Joseph A. Foti
 Senior Assistant Chief Accountant