CURTISS WRIGHT CORP — Director's Dealing 2008

Nov 18, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CURTISS WRIGHT CORP (CW)
CIK: 0000026324
Period of Report: 2008-11-17

Reporting Person: DENTON MICHAEL J (Vice President and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-11-17	Common Stock	A	4961	$30.12	Acquired	14003.5244	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-11-17	Option to Purchase Common Stock	$30.12	A	16658	Acquired	2018-11-17	Common Stock (16658)	Direct

Footnotes

F1: Price is based on the closing price as reported by the New York Stock Exchange for the Corporation's Common Stock as of November 14, 2008.

F2: Up to 1/3 of the shares covered by the option vest on 11/17/09, vesting increases to 2/3 of such shares on 11/17/10, and increasing to all shares on 11/17/11.

F3: No price on the date of issue, option having been granted as an employee benefit transaction. The option has a value of $8.97 per share using the Black-Scholes option-pricing model.

F4: These shares are restricted for a period of three years and are subject to forfeiture if the Officer should leave the employ of the Company.