Sec Form 4 Filing - DENTON MICHAEL J @ CURTISS WRIGHT CORP - 2014-03-07

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person DENTON MICHAEL J 2. Issuer Name and Ticker or Trading Symbol CURTISS WRIGHT CORP [ CW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Former VP and Secetary (Last) (First) (Middle) C/O CURTISS-WRIGHT CORPORATION, 10 WATERVIEW BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 03/07/2014 (Street) PARSIPPANY, NJ07054 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/07/2014 M 6,889 A $ 54 ( 1 ) 32,326.6811 D Common Stock 03/07/2014 M 5,379 A $ 36.73 ( 1 ) $ 37,705.6811 D Common Stock 03/07/2014 M 6,867 A $ 30.12 ( 1 ) 44,572.6811 D Common Stock 03/07/2014 S( 4 ) 19,135 D $ 66.248 ( 3 ) 25,437.6811 D Common Stock 03/10/2014 M 9,791 A $ 30.12 ( 1 ) 35,228.6811 D Common Stock 03/10/2014 M 16,264 A $ 30.9 51,492.6811 D Common Stock 03/10/2014 M 1,145 A $ 29.88 52,637.6811 D Common Stock 03/10/2014 S( 4 ) 27,200 D $ 65.2728 ( 3 ) 25,437.6811 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Option to Purchase Common Stock $ 54 03/07/2014 M 6,889 11/17/2008 11/17/2017 Common Stock 6,889 $ 0 ( 2 ) 60,345 D Option to Purchase Common Stock $ 36.73 03/07/2014 M 5,379 11/20/2007 11/20/2016 Common Stock 5,379 $ 0 ( 2 ) 54,966 D Option to Purchase Common Stock $ 30.12 03/07/2014 M 16,658 11/15/2009 11/15/2018 Common Stock 16,658 $ 0 ( 2 ) 38,308 D Option to Purchase Common Stock $ 30.9 03/10/2014 M 16,264 11/17/2010 11/17/2019 Common Stock 16,264 $ 0 ( 2 ) 22,044 D Option to Purchase Common Stock $ 29.88 03/10/2014 M 1,145 11/15/2011 11/15/2020 Common Stock 1,145 $ 0 ( 2 ) 20,899 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DENTON MICHAEL J C/O CURTISS-WRIGHT CORPORATION 10 WATERVIEW BOULEVARD PARSIPPANY, NJ07054 Former VP and Secetary Signatures Paul J. Ferdenzi by Power of Attorney for Michael J. Denton 03/10/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The purchase price reflects the exercise price of an employee stock option awarded to employees under the Company's Omnibus Long Term Incentive Plan. ( 2 )There is no price associated with acquiring this derivative security since it was acquired pursuant to an employee benefit transaction under the Company's Omnibus Long Term Incentive Plan. ( 3 )The sales price reflects the daily weighted average price. ( 4 )Reporting person is selling shares as a result of his retirement from the Company.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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