SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ________________

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of report (Date of earliest event reported): November 29, 2001

                           Curtiss-Wright Corporation
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)




        Delaware                     1-134                     13-0612970
(State or Other Jurisdiction    (Commission File             (IRS Employer
   of Incorporation)                Number)               Identification No.)

  1200 Wall Street West
  Lyndhurst, New Jersey                                           07071
  ---------------------                                           -----
  Address of principal                                          (Zip Code)
   executive offices



Registrant's telephone number, including area code:  (201) 896-8400



Item 5. Other Events.

     On  November  29,  2001,  Curtiss-Wright   Corporation   ("Curtiss-Wright")
consummated  a  recapitalization  (the  "Recapitalization")  of its  outstanding
common  stock,  par value $1 per  share  (the  "Common  Stock"),  involving  the
creation  of a new Class B common  stock,  par value $1 per share (the  "Class B
Common  Stock").  Prior  to the  Recapitalization,  Unitrin,  Inc.,  a  Delaware
corporation ("Unitrin"),  was the beneficial owner of 4,382,400 shares of Common
Stock.  As part of the  Recapitalization,  and in  order  to  meet  certain  tax
requirements,  the  4,382,400  shares  of  Common  Stock  held by  Unitrin  were
exchanged for 4,382,400  shares of Class B Common Stock.  Immediately  after the
consummation of the Recapitalization,  Unitrin distributed the shares of Class B
Common  Stock to its  stockholders.  The holders of the Class B Common Stock are
entitled  to elect at least 80% of the Board of  Directors.  The  holders of the
Common  Stock  are  entitled  to elect up to 20% of the  Board of  Directors  of
Curtiss-Wright.  The existing Curtiss-Wright Board of Directors will continue to
serve in their current capacities.

     Also in connection with the  Recapitalization,  Curtiss-Wright  amended its
Restated  Certificate of Incorporation  to provide for, among other things,  the
elimination  of the  shareholders'  ability to act by written  consent or call a
special  meeting,  and the  requirement of a two-thirds  vote of shareholders to
amend certain provisions of the Restated Certificate of Incorporation.


Item 7.  Exhibits.

99.      Press Release dated November 29, 2001.



                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, hereunto duly authorized.

                                                CURTISS-WRIGHT CORPORATION


DATED:  November 29, 2001                   By:
                                            Name:
                                            Title:


Exhibit Index

Exhibit           Description

99.               Press Release dated November 29, 2001.