As filed with the Securities and Exchange Commission on March 10, 2004

Registration No. 333-103846

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM S-8

POST-EFFECTIVE AMENDMENT NO. 1

TO

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

______________________

ESTERLINE TECHNOLOGIES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

13-2595091

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

500 108th Avenue NE

Bellevue, Washington 98004

(425) 453-9400

(Address, including zip code, and telephone number, including area code of principal executive offices)

ESTERLINE TECHNOLOGIES CORPORATION

AMENDED AND RESTATED 1997 STOCK OPTION PLAN

(Full title of the plan)

ROBERT W. CREMIN

Chairman, President and Chief Executive Officer

Esterline Technologies Corporation

500 108th Avenue NE

Bellevue, Washington 98004

(425) 453-9400

(Name, address and telephone number, including area code, of agent for service)

______________________

Copies to:

ANDREW BOR

Perkins Coie LLP

1201 Third Avenue, Suite 4800

Seattle, Washington 98101-3099

(206) 359-8000

______________________

CALCULATION OF REGISTRATION FEE

Title of Securities
To Be Registered

Amount to Be
Registered

Proposed Maximum
Offering Price Per
Share

Proposed Maximum
Aggregate Offering
Price

Amount of
Registration Fee

Common Stock, par value $.20 per share, under the Esterline Technologies Corporation Amended and Restated 1997 Stock Option Plan

(1)

(1)

(1)

(1)

(1)

No additional securities are being registered and registration fees were paid upon filing of the original Form S-8 Registration Statement with the Securities and Exchange Commission on March 14, 2003 (Registration No. 333-103846) for the plan. Therefore, no further registration fee is required.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

AMENDMENT TO THE REGISTRATION STATEMENT

The Registrant's Form S-8 Registration Statement filed with the Securities and Exchange Commission (the "Commission") on March 14, 2003 (Registration No. 333-103846) (the "Registration Statement") is hereby amended to provide that the Registrant suspended its Amended and Restated 1997 Stock Option Plan (the "1997 Plan") with respect to issuances of new stock option grants thereunder, effective March 3, 2004, and adopted a new plan, the 2004 Equity Incentive Plan (the "2004 Plan"), effective as of March 3, 2004. Up to 682,000 shares available for issuance but not issued or subject to outstanding options under the 1997 Plan (the "Unissued Option Shares") are no longer issuable under the 1997 Plan and may now be issued under the 2004 Plan. In addition, up to 1,210,250 shares subject to outstanding options under the 1997 Plan that cease to be subject to such options, other than by reason of exercise or settlement of the options to the extent they are exercised for or settled in shares (the "Unexercised Option Shares"), 750,000 of which were registered on the Registration Statement, will no longer be available for issuance under the 1997 Plan but will be available for issuance under the 2004 Plan. A registration statement on Form S-8 with respect to the Unissued Option Shares and the Unexercised Option Shares (the "New Registration Statement"), is being filed with the Commission concurrently with this Post-Effective Amendment No. 1.

The Registration Statement shall remain in effect for purposes of outstanding stock options granted under the 1997 Plan; however, $908.21 paid by the Registrant in connection with the registration fee associated with an aggregate of 750,000 of the Unexercised Option Shares will be carried forward from the Registration Statement to the New Registration Statement.

The contents of the Registration Statement are otherwise incorporated by reference into this Post-Effective Amendment No. 1 to such Registration Statement, except as described herein. Required consents and signatures are included in this amendment.

ITEM 8. EXHIBITS.

EXHIBIT

NO.

DESCRIPTION

  5.1*

Opinion of Perkins Coie LLP regarding legality of the Common Stock being registered

23.1  

Consent of Ernst & Young LLP, Independent Auditors

23.2  

Consent of Perkins Coie LLP (included in opinion filed as Exhibit 5.1)

_______________

*

Previously filed as an exhibit to the Registration Statement.

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on the 9th day of March, 2004.

ESTERLINE TECHNOLOGIES CORPORATION

By:

/s/ Robert W. Cremin

Robert W. Cremin

Chairman, President and Chief Executive

Officer

      Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 Registration Statement has been signed by the following persons in the capacities indicated below on the 9th day of March, 2004.

Signature

Title

/s/ Robert W. Cremin

Chairman, President and Chief Executive Officer

(Principal Executive Officer)

Robert W. Cremin

/s/ Robert D. George

Vice President, Chief Financial Officer, Secretary and

Treasurer (Principal Financial and Accounting Officer)

Robert D. George

*/s/ Richard R. Albrecht

Director

By Robert D. George, Attorney-in-Fact

Richard R. Albrecht

*/s/ Ross J. Centanni

Director

By Robert D. George, Attorney-in-Fact

Ross J. Centanni

*/s/ John F. Clearman

Director

By Robert D. George, Attorney-in-Fact

John F. Clearman

*/s/ Robert S. Cline

Director

By Robert D. George, Attorney-in-Fact

Robert S. Cline

*/s/ Anthony P. Franceschini

Director

By Robert D. George, Attorney-in-Fact

Anthony P. Franceschini

*/s/ Jerry D. Leitman

Director

By Robert D. George, Attorney-in-Fact

Jerry D. Leitman

*

By Robert D. George, Attorney-in-Fact

INDEX TO EXHIBITS

EXHIBIT

NO.

DESCRIPTION

  5.1*

Opinion of Perkins Coie LLP regarding legality of the Common Stock being registered

23.1  

Consent of Ernst & Young LLP, Independent Auditors

23.2  

Consent of Perkins Coie LLP (included in opinion filed as Exhibit 5.1)

_______________

*

Previously filed as an exhibit to the Registration Statement.