Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Howley W Nicholas
 2. Date of Event Requiring Statement (Month/Day/Year)
03/14/2006		 3. Issuer Name and Ticker or Trading Symbol
TransDigm Group INC [TDG]
(Last)
(First)
(Middle)
TRANSDIGM GROUP INCORPORATED, 1301 EAST 9TH STREET, SUITE 3710		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO and Chairman of Bd.
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

CLEVELAND, OH 44114		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 513,733
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options 07/22/2003 01/01/2010 Common Stock 902,928 $ 2.38 D  
Stock Options (1) 09/30/2004 08/05/2013 Common Stock 1,077,120 $ 6.68 D  
Stock Options 08/05/2003 08/05/2013 Common Stock 269,280 $ 6.68 D  
Stock Options 09/28/2005 01/01/2010 Common Stock 61,111 $ 13.37 D  
Stock Options 09/28/2005 08/05/2013 Common Stock 5,236 $ 13.37 D  
Stock Options 07/22/2003 01/01/2010 Common Stock 260,203 $ 0.79 I Bratenahl Investments, Ltd.
Stock Options (1) 09/30/2004 08/05/2013 Common Stock 119,680 $ 6.68 I Bratenahl Investments, Ltd.
Stock Options 08/05/2003 08/05/2013 Common Stock 29,920 $ 6.68 I Bratenahl Investments, Ltd.
Stock Options 09/28/2005 01/01/2010 Common Stock 11,220 $ 13.37 I Bratenahl Investments, Ltd.
Stock Options 09/28/2005 08/05/2013 Common Stock 598 $ 13.37 I Bratenahl Investments, Ltd.

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Howley W Nicholas
TRANSDIGM GROUP INCORPORATED
1301 EAST 9TH STREET, SUITE 3710
CLEVELAND, OH 44114		   X     CEO and Chairman of Bd.  

Signatures

Deanna M. Campbell, Attorney-in-Fact for W Nicholas Howley 03/14/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Vesting is based on achievement of annual and cumulative performance metrics at 10% for each year from 2004 to 2008, then at 50% in 2008; subject to accelerated vesting upon sales of shares of common stock by certain investors of issuer.

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