CURTISS WRIGHT CORP — Director's Dealing 2012

Feb 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CURTISS WRIGHT CORP (CW)
CIK: 0000026324
Period of Report: 2012-02-09

Reporting Person: FLATT DEAN M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-09	Common Stock	A	892	$39.24	Acquired	892	Direct
2012-02-09	Common Stock	A	1787	$39.17	Acquired	2679	Direct

Footnotes

F1: Shares were acquired pursuant to a restricted stock grant under the Corporation's 2005 Stock Plan for Non-employee Directors.

F2: Shares were issued pursuant to the Company's Non-Employee Director Compensation Plan in which newly elected non-employee directors receive an initial grant of restricted stock in the amount of $35,000 for service on the board. The restrictions on these shares lapse upon the shorter of (a) five years from the date of grant or (b) until such time as the service of the recipient as a Non-employee Director of the Company shall have ended by reason of his or her (i) death or disability or (ii) failure to be reelected.

F3: Price is based on the closing market price for the securities on the New York Stock Exchange as of February 6, 2012.

F4: Shares were issued pursuant to the Company's 2005 Non-Employee Director Compensation Plan in which non-employee directors receive an annual grant of restricted stock in the amount of $70,000 for service on the board. The restrictions on these shares lapse upon the shorter of (a) three years from the date of grant or (b) until such time as the service of the recipient as a Non-employee Director of the Company shall have ended by reason of his or her (i) death or disability or (ii) failure to be reelected.

F5: Price is based on the closing market price for the securities on the New York Stock Exchange as of February 7, 2012.