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 *
  Leary John F
 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)
ADAMS RITE AEROSPACE INC., 4141 NORTH PALM STREET		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Pres. (Adams Rite Aerospace)
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

FULLERTON, CA 92835		 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)

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 07/19/2012 Common Stock 22,239 $ 3.35 D  
Stock Options 07/22/2003 01/01/2010 Common Stock 75,169 $ 2.34 D  
Stock Options (1) 09/30/2004 08/05/2013 Common Stock 155,584 $ 6.68 D  
Stock Options (2) 08/05/2003 08/05/2013 Common Stock 38,896 $ 6.68 D  
Stock Options 09/28/2005 01/01/2010 Common Stock 4,188 $ 13.37 D  
Stock Options 09/28/2005 08/05/2013 Common Stock 748 $ 13.37 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Leary John F
ADAMS RITE AEROSPACE INC.
4141 NORTH PALM STREET
FULLERTON, CA 92835		       Pres. (Adams Rite Aerospace)  

Signatures

Deanna M. Campbell, Attorney-in-Fact for John F. Leary 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.
(2) Vests over time in 20% increments starting on grant date and annually on next four anniversary dates.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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