ESCO TECHNOLOGIES INC
AMENDMENT TO 2001 STOCK INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10.29
<SEQUENCE>7
<FILENAME>c81713exv10w29.txt
<DESCRIPTION>AMENDMENT TO 2001 STOCK INCENTIVE PLAN
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.29

                              AMENDMENT TO THE ESCO
                  TECHNOLOGIES INC. 2001 STOCK INCENTIVE PLAN

         WHEREAS, ESCO Technologies Inc. adopted the ESCO Technologies Inc. 2001
Stock Incentive Plan ("Plan"); and

         WHEREAS, the Company retained the right to amend the Plan pursuant to
Section 13 thereof; and

         WHEREAS, the Company desires to amend the Plan:

         NOW, THEREFORE, effective as of August 7, 2003 the Plan is amended as
follows:

         1. The following sentence is added at the end of Section 4:

The Committee may delegate to the Chief Executive Officer the authority to grant
Stock Options of up to 5,000 shares of stock each (and 50,000 per fiscal year in
the aggregate) to employees who are not reporting persons under Section 16 of
the Securities Exchange Act of 1934 or covered employees (as defined in section
162(m) of the Internal Revenue Code).

         2. The first sentence of Section 7.(b) is amended to read as follows:

The purchase price is to be paid in full upon the exercise of the Stock Option,
either (i) in cash, (ii) by the tender to the Company of shares of the Common
Stock of the Company, owned by the optionee for at least six (6) months, having
a fair market value equal to the cash exercise price of the Stock Option being
exercised, with the fair market value of such stock to be determined in such
appropriate manner as may be provided for by the Committee or as may be required
in order to comply with, or to conform to the requirements of, any applicable
laws or regulations, (iii) by any combination of the payment methods specified
in clauses (i) and (ii) hereof, or (iv) such other methods determined by the
Committee; provided that, no shares of Common Stock may be tendered in exercise
of an Incentive Stock Option if such shares were acquired by the optionee
through the exercise of an Incentive Stock Option unless (i) such shares have
been held by the optionee for at least one year and (ii) at least two years have
elapsed since such prior Incentive Stock Option was granted.

         3. The following sentence is added after the first sentence of Section
7(f):

The Committee may delegate to such employee or employees as it deems appropriate
its authority to extend a Stock Option beyond termination of employment, so long
as the optionees whose options have been extended are not reporting persons
under Section 16 of the Securities Exchange Act of 1934 or covered employees (as
defined in section 162(m) of the Internal Revenue Code).

                  IN WITNESS WHEREOF, the foregoing amendment was adopted on the
7th day of August, 2003.

</TEXT>
</DOCUMENT>
