UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Earliest Event Reported: February 28, 2005

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

State of Texas
001-31433
74-2142545
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(IRS Employer Identification No.)


2425 Fountainview Dr., Suite 215
Houston, Texas 77057
(Address of principal executive offices, including zip code)

(713) 977-4662
(Registrant's telephone number, including area code)


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:

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

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

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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


Item 5.02. Departure of Directors or Principal Officers

On February 28, 2005, EnDevCo, Inc. received notice of Chairman and Director E. Barger Miller III's resignation effective as of February 24, 2005 and Vice President of Finance Ernest B. Miller IV's resignation effective February 28, 2005.  Father and son left to pursue other business interests.


Exhibits.

None


SIGNATURES

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.

EnDevCo, Inc.

By /s/ Larry Swift                         Date: March 2, 2005
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Larry Swift

Chief Financial Officer