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 OF SECURITIES 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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(Print or Type Responses)

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 (Month/Day/Year) 03/07/2014 (Street) PARSIPPANY, NJ 07054 4. If Amendment, Date Original Filed(Month/Day/Year) 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

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, NJ 07054			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:

*	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).
(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.

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