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 *
  Rodriguez Albert J
 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)
MARATHON POWER TECHNOLOGIES, 8233 IMPERIAL DRIVE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Exec. VP and Pres. (Marathon)
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

WACO, TX 76712		 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 55,598
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 07/19/2012 Common Stock 20,014 $ 3.39 D  
Stock Options 07/22/2003 01/01/2010 Common Stock 222,396 $ 2.38 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 12,865 $ 13.37 D  
Stock Options 09/28/2005 08/05/2013 Common Stock 748 $ 13.37 D  
Stock Options (3) 09/30/2006 10/01/2015 Common Stock 23,936 $ 13.37 D  
Stock Options (4) 10/01/2005 10/01/2015 Common Stock 5,984 $ 13.37 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rodriguez Albert J
MARATHON POWER TECHNOLOGIES
8233 IMPERIAL DRIVE
WACO, TX 76712		       Exec. VP and Pres. (Marathon)  

Signatures

Deanna M. Campbell, Attorney-in-Fact for Albert J. Rodriguez 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 sale of shares of common stock by certain investors of issuer.
(2) Vests over time in 20% increments starting on grant date and annually on the next four anniversary dates.
(3) Vesting is based on achievement of annual and cumulative performance metrics at 16.66% for each year from 2006 to 2008, then at 50% in 2008; subject to accelerated vesting upon sale of shares of common stock by certain investors of issuer.
(4) Vests over time in 33.33% increments starting on grant date and annually on the next two anniversary dates.

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