Astronics Corporation (the "Company"), entered into Indemnity Agreements ("Agreements") dated April 28, 2005, with all its officers and directors and several key employees. The Agreements, which were approved by the Board of Directors on April 28, 2005, differ only in party names.

        Pursuant to the Agreements, the Company has agreed to indemnify each indemnitee against any action, suit or proceeding by reason of the fact that he or she is or was a director, officer or key employee of the Company or is or was serving at the request of the Company as a director, officer, employee, member, manager, trustee or agent of another entity. The indemnification extends to any threatened, pending or completed action, whether civil, criminal, administrative or investigative in nature, and covers expenses, including attorney's fees, judgments, fines, and penalties actually and reasonably incurred in the defense or settlement of an action. The indemnification is subject to various terms and conditions, and will only be provided if the indemnitee acted in good faith and in a manner reasonably believed to be in the best interests of the Company, and, in the case of a criminal action, suit or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. However, no indemnification will be provided where the indemnitee is found liable to the Company, unless a court of competent jurisdiction determines that the indemnitee is fairly and reasonably entitled to indemnification. Subject to various terms and conditions, the Agreements also provide for advancement of expenses, including attorney's fees, incurred in defending any action, suit or proceeding. The indemnitee must repay advances amounts if it is ultimately determined that he or she is not entitled to be indemnified by the Company. The indemnification extends to the indemnitee's estate, whether or not the deceased indemnitee acted in good faith, and in certain cases the indemnitee's spouse. A copy of the form of Agreement is included as Exhibit 10.1 to this Current Report and is incorporated herein by reference.

   On March 31, 2005, the Company entered into that certain Renewed and Amended Credit Agreement, dated March 31, 2005, by and among the Company and HSBC Bank USA ("HSBC Bank") (the "Renewed and Amended Credit Agreement").    The Renewed and Amended Credit Agreement increased the Company's maximum availability under its demand discretionary line of credit under its revolving demand facility from $8.0 million to $15.0 million.

    The revolving demand facility is subject to annual review by June 30th of each year.  The Renewed and Amended Credit Agreement expires on June 30, 2006 unless renewed or extended in writing.

    The summary of the foregoing transaction  is qualified in its entirety by reference to the text of the Renewed and Amended Credit Agreement.

        On April 27, 2005, Astronics Corporation issued a news release announcing its financial results for the quarter ended April 2, 2005. A copy of this news release is attached as Exhibit 99.1.