UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  March 9, 2010

AEROVIRONMENT, INC.
(Exact name of registrant as specified in its charter)

Delaware
  
001-33261
  
95-2705790
(State or other jurisdiction of
incorporation or organization)
  
(Commission File Number)
  
(I.R.S. Employer Identification No.)
         
181 W. Huntington Drive, Suite 202
        
Monrovia, CA
      
91016
(Address of Principal Executive
      
(Zip Code)
Offices)
        

Registrant’s telephone number, including area code: (626) 357-9983

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange ct (17 CFR 240.14d-2(B))

o Pre-commencement communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240.13e-4c))

 
Item 2.02.
Results of Operations and Financial Condition

On March 9, 2010, AeroVironment, Inc. issued a press release announcing third quarter financial results for the period ended January 30, 2010, a copy of which is attached hereto as Exhibit 99.1.

The information in this Current Report on Form 8-K, including the exhibit, is furnished pursuant to Item 2.02 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

In addition to historic information, this report, including the exhibit, contains forward-looking statements regarding events, performance and financial trends. Various factors could affect future results and could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. Some of those factors are identified in the exhibit, and in our periodic reports filed with the Securities and Exchange Commission.

Item 9.01.
 Financial Statements and Exhibits

(d)        Exhibits.

The following exhibits are filed herewith:

Exhibit
    
Number
  
Description
99.1
  
Press release issued by AeroVironment, Inc., dated March 9, 2010.

2
 
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 
AEROVIRONMENT, INC.
   
   
Date:         March 9, 2010
By:
/s/ Timothy E. Conver
   
 Timothy E. Conver
   
 Chairman, President and Chief Executive Officer

3