Under the Securities Exchange Act of 1934
(Amendment No. 1)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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On December 13, 2012, the Board of Directors (the “Board”) of Esterline Technologies Corporation (“Issuer”) increased the size of the Board from nine (9) to eleven (11) directors and elected Scott E. Kuechle and Henry W. (Jay) Winship to serve as directors of Issuer effective immediately, as announced in the Issuer’s Form 8-K filed on December 18, 2012.  Mr. Winship is a principal of Relational Investors LLC.

The Issuer entered into a letter agreement (the “Letter Agreement”), dated December 13, 2012, with Relational Investors LLC (“Relational”) and certain affiliates of Relational, including Mr. Winship (collectively, the “Relational Group”), pursuant to which Mr. Winship was elected to the Board of Directors and appointed to the Compensation Committee and Strategy & Technology Committee of the Board. Pursuant to the terms of the Letter Agreement, Mr. Winship was appointed to the class of directors whose term expires at the 2014 annual stockholders meeting and thereafter the Board has the discretion to re-nominate Mr. Winship for election at the 2014 annual meeting. During the term of the Letter Agreement, Relational and its affiliates will vote in favor of the election of each nominee to the Board that has been nominated by the Board and, with respect to other matters subject to a stockholder vote, either (i) abstain from voting its Voting Securities (as defined in the Letter Agreement) of Issuer, (ii) vote in favor of the matter or (iii) vote in accordance with the Board’s recommendation on the matter.

The Letter Agreement also contains customary standstill provisions, including, among others, that no member of the Relational Group will: (a) make, participate in or encourage a solicitation of proxies; (b) initiate, propose or otherwise solicit any stockholder proposals; (c) seek election or appointment to, or representation on, or nominate or propose the nomination of any candidate to, the Board (other than Mr. Winship), or seek the removal of any member of the Board; (d) act alone or in concert with others to control or influence or seek to control or influence the management, Board or policies of Issuer; (e) participate in, or take any action pursuant to, any “stockholder access” proposal; (f) own or seek to own more than 9.9% of the outstanding Voting Securities of Issuer; (g) make any public statement or public disclosure regarding any intent, purpose, plan or proposal relating to the Board, Issuer, its management, affairs or policies or any of Issuer’s securities or assets; or (h) seek, propose or make any statement with respect to any merger, consolidation, business combination, tender or exchange offer, sale or purchase of assets or other extraordinary transaction involving Issuer. The Letter Agreement will terminate on the earlier of (x) if Issuer determines not to nominate Mr. Winship for election as a director at the 2014 annual stockholders meeting, the 60th day prior to the last day of the advance notice period for director nomination for the 2014 annual stockholders meeting and (y) the earlier of (A) the 45th day after the first day on which Mr. Winship is no longer a member of the Board and (B) the 60th day prior to the last day of the advance notice period for director nominations for the 2017 annual stockholders meeting. In addition, Mr. Winship agreed to tender his resignation from the Board within five (5) business days of the Relational Group holding less than 2% of Issuer’s outstanding common stock or a breach of the Letter Agreement by a member of Relational Group, including Mr. Winship.  If Mr. Winship becomes unable to serve as a director of Issuer due to death or disability or ceases to serve as a principal (or similar executive position) of Relational, Relational is entitled to designate Ralph V. Whitworth to serve as a director in place of Mr. Winship, provided such designation is reasonably acceptable to Issuer.

A copy of the Letter Agreement is included as an Exhibit 3 hereto and is incorporated herein by reference.

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  December 19, 2012

RELATIONAL INVESTORS MID-CAP FUND I, L.P.
RELATIONAL INVESTORS MID-CAP FUND II, L.P.

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