CURTISS WRIGHT CORP — Director's Dealing 2009

May 21, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CURTISS WRIGHT CORP (CW)
CIK: 0000026324
Period of Report: 2009-05-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-05-19	Common Stock	A	10834	$28.77	Acquired	24905.7337	Direct
2009-05-20	Common Stock	S	3621	$29.20	Disposed	21184.7337	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option to Purchase Common Stock	$27.55	2018-11-20	Common Stock (50937)	67595	Direct

Footnotes

F1: These shares were acquired through a performance share grant under the Company's 2005 Long Term Incentive Plan, whereby the executive received a predetermined number of shares of Curtiss-Wright Common Stock based on the Company's aggregated three year performance to its budget and its aggregated three year performance against the performance of its peer group.

F2: Based on the May 19th, 2009 closing price on the New York Stock Exchange for Curtiss-Wright Common Stock, the date on which the shares vested.

F3: Shares were sold in compliance with the Company's share ownership guidelines whereby the executive may sell one half of the vested shares to pay individual income tax obligations associated with the vesting of the award.

F4: Weighted average selling price of shares sold on May 20, 2009.

F5: Average exercise price of all previously issued option grants.