CURTISS WRIGHT CORP
S-8 POS, 1995-05-25
MISCELLANEOUS PRIMARY METAL PRODUCTS
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                                                       Registration No. 2-99113

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                    POST EFFECTIVE AMENDMENT NO. 2
                                  TO
                               FORM S-8

       REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                      CURTISS-WRIGHT CORPORATION
       --------------------------------------------------------
            (Exact name of Registrant as specified in its charter)

                               DELAWARE
   ----------------------------------------------------------------
          (State or other jurisdiction of incorporation or organization)

                              13-0612970
                 ------------------------------------
                 (I.R.S. Employer Identification No.)

                        1200 WALL STREET WEST
                         LYNDHURST, NJ 07071
                            (201) 896-8400
   ---------------------------------------------------------------
          (Address, including zip code, and telephone number, including
           area code, of registrant's principal executive offices)

                      CURTISS-WRIGHT CORPORATION
                        1985 STOCK OPTION PLAN
                    ------------------------------
                       (Full title of the plan)

                           STEPHEN R. BOSIN
                      ASSOCIATE GENERAL COUNSEL
                      CURTISS-WRIGHT CORPORATION
                        1200 WALL STREET WEST
                     LYNDHURST, NEW JERSEY 07071
  -----------------------------------------------------------------
          (Name, address, including zip code, and telephone number,
           including area code, of agent for service)
 <PAGE>
                      CURTISS-WRIGHT CORPORATION




     This Post Effective Amendment No. 2 to Registration Statement on Form S-8
(No. 2-99113) (the "Registration Statement") is being filed to deregister
certain shares of common stock, $1.00 par value (the "Common Stock"), of
Curtiss-Wright Corporation (the "Registrant") which were registered pursuant to
the Registrant's 1985 Stock Option Plan.

     The Registration Statement registered 175,000 shares of common stock to be
offered to key employees of the Registrant or any of its subsidiaries pursuant
to the Corporation's 1985 Stock Option Plan.  As of May 9, 1995, of the 175,000
shares registered, options for 43,400 shares were granted in 1993 and options
for 51,625 shares were granted in 1994.  The Plan having expired, 79,975 shares
of common stock reserved for issuance will not be issued and are hereby
deregistered.

  <PAGE>
                              SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Curtiss-Wright Corporation, certifies that it has reasonable
grounds to believe that it meets all the requirements for filing on Form S-8
and has duly caused this amendment to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the Town of
Lyndhurst, State of New Jersey, on May 24, 1995.

                             CURTISS-WRIGHT CORPORATION

                                   By:  /s/  David Lasky
                                   DAVID LASKY
                                   CHAIRMAN AND PRESIDENT

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:

Date:     May 24, 1995             By:  /s/  Robert A. Bosi
                                   Robert A. Bosi
                                   Vice President - Finance

Date:     May 24, 1995             By:  /s/  Kenneth P. Slezak
                                   Kenneth P. Slezak
                                   Controller

Date:     May 24, 1995             By:  /s/  Thomas R. Berner
                                   Thomas R. Berner
                                   Director

Date:     May 24, 1995             By:  /s/  John S. Bull
                                   John S. Bull
                                   Director

Date:     May 24, 1995             By:  /s/  James B. Busey IV
                                   James B. Busey IV
                                   Director

Date:     May 24, 1995             By:  /s/  David Lasky
                                   David Lasky
                                   Director

Date:     May 24, 1995             By:  /s/   William W. Sihler
                                   William W. Sihler
                                   Director

Date:     May 24, 1995             By:  /s/  J. McLain Stewart
                                   J. McLain Stewart
                                   Director


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