Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )


National Technical Systems, Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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NATIONAL TECHNICAL SYSTEMS, INC.
24007 Ventura Boulevard
Calabasas, California 91302

Notice is hereby given that the 2009 Annual Meeting of Shareholders (the "Annual Meeting") of National Technical Systems, Inc., a California corporation ("NTS" or the "Company"), will be held at 5743 Smithway Street, 2^nd floor, Commerce, CA 90040 on Wednesday, July 8, 2009 at 10:30 a.m., Pacific Time, for the purpose of considering and acting upon the following matters:

Pursuant to the provisions of the Company's Bylaws, the Board of Directors has fixed the close of business on May 11, 2009 as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting or any adjournment thereof. For ten days prior to the Annual Meeting, a complete list of the shareholders entitled to vote at the Annual Meeting will be available for examination by any shareholder for any purpose relating to the Annual Meeting, during ordinary business hours at the Company's principal offices located at 24007 Ventura Boulevard, Calabasas, California 91302.

Important Notice Regarding the Availability of Proxy Materials for the 2009 Annual Meeting to be held on July 8, 2009: In accordance with new rules issued by the Securities and Exchange Commission, you may access our January 31, 2009 fiscal year end Annual Report and our Proxy Statement at http://materials.proxyvote.com/638104 which does not have "cookies" that identify visitors to the site.

YOU ARE URGED TO VOTE IN FAVOR OF THE PROPOSALS BY SIGNING AND RETURNING THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON. THE ENCLOSED PROXY IS BEING SOLICITED BY THE COMPANY'S BOARD OF DIRECTORS. ANY SHAREHOLDER GIVING A PROXY MAY REVOKE IT PRIOR TO THE TIME IT IS VOTED BY FILING WITH THE SECRETARY OF THE COMPANY A SIGNED INSTRUMENT REVOKING IT OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY ATTENDING THE ANNUAL MEETING AND VOTING IN PERSON.

NATIONAL TECHNICAL SYSTEMS, INC.
24007 Ventura Boulevard,
Calabasas, California 91302

This proxy statement ("Proxy Statement") is furnished in connection with the solicitation of proxies for use at the 2009 Annual Meeting of Shareholders (the "Annual Meeting") of National Technical Systems, Inc., a California corporation ("NTS" or the "Company"), to be held at 5743 Smithway Street, 2^nd floor, Commerce, CA 90040 on Wednesday, July 8, 2009 at 10:30 a.m., Pacific Time, and at any and all adjournments thereof.

It is anticipated that this Proxy Statement and the accompanying notice and form of proxy will be mailed to shareholders eligible to receive notice of, and to vote at, the Annual Meeting on or about May 22, 2009.

The Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2009 is included with this Proxy Statement. An electronic copy of the Annual Report is also available free of charge on the Securities and Exchange Commission ("SEC") website located on the Internet at www.sec.gov.

A form of proxy for voting your shares at the Annual Meeting is enclosed. Any shareholder who executes and delivers such proxy has the right to and may revoke it at any time before it is exercised by filing with the Company's Secretary a signed instrument revoking it or a duly executed proxy bearing a later date. In addition, the powers of the proxyholders will be suspended if the person executing the proxy is present at the Annual Meeting and elects to vote in person by advising the Chairman of the Annual Meeting of his or her election to vote in person, and voting in person at the Annual Meeting. Subject to such revocation or suspension, all shares represented by a properly executed proxy received in time for the Annual Meeting will be voted by the proxyholders in accordance with the instructions specified on the proxy.

Unless otherwise directed in the accompanying proxy, the shares represented by your executed proxy will be voted "FOR" election of each of the director-nominees named herein, "FOR" ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2010, and if any other business is properly presented at the Annual Meeting, such proxy will be voted in accordance with the recommendations of management of the Company.

This solicitation of proxies is made by the Company and the Company will bear the entire cost of such solicitation, including the preparation, assembly, printing, and mailing of this Proxy Statement and any additional material which may be furnished to shareholders by the Company. Copies of solicitation material may be furnished to brokerage houses, fiduciaries, and custodians to forward to their

principals, and the Company may reimburse them for their expenses in so doing. The Company does not expect to pay any commission or remuneration to any person for solicitation of proxies.

Solicitation may be made by mail, personal interview, telephone, e-mail and other electronic communication by officers and regular employees of the Company. The Company will not pay any additional compensation to officers or regular employees for such services, but may reimburse them for reasonable out-of-pocket expenses incurred by them in connection with such solicitation.

The close of business on May 11, 2009, has been fixed as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting. The outstanding voting securities of the Company at May 11, 2009, consisted of 9,298,872 shares of no par value common stock ("Common Stock"). Shareholders representing a majority of outstanding Common Stock must be present in person or by proxy to constitute a quorum at the Annual Meeting. The presence, in person or by proxy, of the holders of a majority of the shares entitled to vote will constitute a quorum for the transaction of business at the Annual Meeting, including, without limitation, a motion to adjourn the Annual Meeting to another time or place in order to solicit additional proxies approving matters recommended by the Board of Directors.

A plurality of the votes cast in person or by proxy and entitled to vote at the Annual Meeting is required for the election of directors. The affirmative vote of a majority of votes cast at the Annual Meeting is required for ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2010.

Each shareholder is entitled to one vote, in person or by proxy, for each share of Common Stock standing in such shareholder's name on the books of the Company as of the record date on any matter submitted to the shareholders. In voting for the election of directors, shareholders do not have the right to cumulate their votes. Abstentions and broker non-votes have no effect on the election of directors or approval of the other proposals. A broker non-vote occurs when a nominee holding shares for a beneficial owner votes on one proposal, but does not vote on another proposal because the nominee does not have discretionary voting power and has not received instructions from the beneficial owner. Under the rules that govern brokers who are voting with respect to shares held in street name, brokers have the discretion to vote such shares on routine matters, but not on non-routine matters. Routine matters include the election of directors and ratification of the appointment of the independent registered public accounting firm.

The Company has a classified Board of Directors, which currently consists of a total of nine directors, who are divided among the three classes. On April 22, 2009, the directors then in office, in accordance with the Bylaws, elected Dr. John Foster to fill the vacancy created by the death of Ralph Clements, a Class II director. Class I, Class II and Class III directors serve until the annual meeting of shareholders to be held in 2009, 2010, and 2011, respectively. All directors serve until their respective successors are duly elected and qualified. At each annual meeting of the shareholders, directors in a class are elected for a term of three years to succeed the directors in that class whose terms expire at such annual meeting.

The term of the Company's Class I directors will expire on the date of the upcoming Annual Meeting. Accordingly, three persons are to be elected to serve as Class I directors. The Nominating Committee of the Board of Directors selected, and the Board of Directors approved, John Gibbons, William McGinnis and Donald Tringali, as nominees for election at the Annual Meeting. The Nominating Committee has selected Mr. Tringali, who is currently a Class II director to stand for

election as a Class I director, in order to equalize the number of directors in each of the three Classes. If elected, Messrs. Gibbons, McGinnis and Tringali will serve as directors until the Company's annual meeting of shareholders in 2012, and until their successors are duly elected and qualified. If any one of Messrs. Gibbons, McGinnis and Tringali declines to serve or becomes unavailable for any reason, or if a vacancy occurs before the election, the proxies may be voted for such substitute nominee as the Board of Directors may designate, although the Company is unaware of a reason why any of these nominees would be unable or unwilling to serve as a director.

The following sets forth, as of May 11, 2009, the names of, and certain information concerning the Company's directors and the director-nominees:

Name		Position or Office

Class I Directors:
John Gibbons	60	Independent Consultant	2003	2009	(1)
William McGinnis	50	Chief Executive Officer and President of the Company	1994	2009	(1)
Donald Tringali	51	Vice Chairman of the Board of the Company and President of Augusta Advisory Group	1999	2010	(1)
Class II Directors:
Aaron Cohen	72	Vice Chairman of the Board and Senior Vice President of the Company	1997	2010
Dr. John Foster	50	Chairman and Chief Executive Officer of Innovative Micro Technology, Inc.	2009	2010
Dan Yates	48	President and Chief Executive Officer of Regents Bank	2003	2010
Class III Directors:
Dr. Jack Lin	76	Chairman of the Board of the Company	1975	2011
Robert Lin	51	President and Chief Executive Officer of MTI Marketing Techniques, Inc.	1988	2011
Norman Wolfe	61	President of Quantum Leaders, Inc.	2001	2011

William McGinnis is President and Chief Executive Officer of the Company. He has been associated with the Company continuously since 1980.

John Gibbons has been an independent consultant since April 2004. Prior to April 2004, Mr. Gibbons was Vice Chairman of TMC Communications, Inc., a long distance, data and Internet services provider. He is a director of Deckers Outdoor Corporation, (NASDAQ: DECK), a designer, producer and brand manager of footwear.

Aaron Cohen is a founder, Vice Chairman of the Board and Senior Vice President, Corporate Development of the Company. He has been associated with the Company since 1961.

Donald Tringali is a Vice Chairman of the Board. He has been President of the Augusta Advisory Group, a management consulting company, for more than five years.

Dan Yates is President and Chief Executive Officer of Regents Bank, which he helped establish in 2001.

Dr. Jack Lin is a founder and Chairman of the Board of the Company. He has been associated with the Company continuously since 1961.

Robert Lin has been President and Chief Executive Officer of MTI-Marketing Techniques, Inc., a manufacturer and distributor of products for the advertising specialty and premium markets, for more than five years.

Norman Wolfe has been President of Quantum Leaders, Inc., a management consulting firm for more than five years.

Dr. John Foster has been the Chairman and Chief Executive Officer of Innovative Micro Technology, Inc., a MEMS (micro-electromechanical systems) contract manufacturer and foundry, for more than five years.

None of the director-nominees was selected pursuant to any arrangement or understanding other than with the Company's directors and executive officers acting within their capacities as such.

The Board of Directors unanimously recommends a vote "FOR" the election of
John Gibbons, William McGinnis and Donald Tringali as Class I directors.

The Board of Directors is responsible for the supervision of the overall affairs of the Company. The Board of Directors held eight meetings during the last fiscal year. Each director attended at least 75 percent of the meetings of the Board of Directors and each Committee on which he served during the fiscal year ended January 31, 2009.

The Company's Board of Directors has an Audit Committee consisting of Messrs. Tringali, Yates and Gibbons. Mr. Gibbons is Chairman of the Audit Committee. The function of the Audit Committee is to meet with the independent registered public accounting firm engaged by the Company to review (a) the scope and findings of the annual audit, (b) accounting policies and procedures and the Company's financial reports, and (c) the internal controls employed by the Company. The Audit Committee held seven meetings during the year. The Board has determined that all Audit Committee members are "independent," as defined under the applicable Nasdaq listing standards and SEC rules and regulations. The Board of Directors has determined that John Gibbons qualifies as an "audit committee financial expert" under SEC rules and regulations. A copy of the written charter of the Audit Committee, adopted by the Board of Directors, is available on our corporate website at www.ntscorp.com. The charter may be found as follows: From our main web page, first click on "Investors" at the top of the page and then click on "Corporate Governance", For further information, see "Report of the Audit Committee" below.

The Company's Board of Directors has a Compensation Committee consisting of Messrs. Gibbons, Yates and Wolfe. Mr. Yates is the Chairman of the Compensation Committee. The function of the Compensation Committee is to consider and make recommendations to the Board of Directors on salaries, bonuses, and other forms of compensation for the Company's executive officers and reviews Board compensation. The Compensation Committee also administers the Company's stock option plan, long term incentive plan and senior executive retirement plan. The Compensation Committee held eight meetings during the year. The Board of Directors has determined that all Compensation Committee members are "independent," as defined under the applicable Nasdaq listing standards and SEC rules and regulations. The Compensation Committee operates under a written charter adopted by the Board of Directors. A copy of such charter is available on our corporate website at

www.ntscorp.com. The charter may be found as follows: From our main web page, first click on "Investors" at the top of the page and then click on "Corporate Governance."

The Company's Board of Directors has a Governance Committee consisting of Messrs. Wolfe, Gibbons and Tringali. Mr. Wolfe is Chairman of the Governance Committee. The function of the Governance Committee is to consider and make recommendations on matters related to the practices, policies and procedures of the Board of Directors and to take a leadership role in shaping the corporate governance of the Company. The Governance Committee also assesses the size and structure of the Board of Directors and Board committees and coordinates evaluation of Board performance. The Governance Committee held five meetings during the year. The Board of Directors has determined that all Governance Committee members are "independent," as defined under the applicable Nasdaq listing standards. The Governance Committee operates under a written charter adopted by the Board of Directors. A copy of such charter is available on our corporate website at www.ntscorp.com. The charter may be found as follows: From our main web page, first click on "Investors" at the top of the page and then click on "Corporate Governance".

The Nominating Committee assists the Board of Directors in the selection of nominees for election to the Board. From the beginning of the 2009 fiscal year (February 1, 2008) until November 29, 2008, the Nominating Committee was composed of Messrs. Clements, Yates and Tringali, each of whom was deemed to be "independent," as defined under the applicable Nasdaq listing standards. Upon the passing of Mr. Clements on November 29, 2008, Messrs. Yates and Tringali continued to comprise the Nominating Committee. Between December 2008 and April 2009 the Nominating Committee worked closely with the independent directors and the entire board to fill the board vacancy created by the passing of Mr. Clements. During this period, the Nominating Committee held seven formal committee meetings, and several informed discussions with all directors. Working with the entire board, the Committee developed a set of criteria to be considered in the search for the replacement director. Several possible candidates were identified, including candidates suggested by shareholders. After a deliberate, thorough process, which involved a collection of candidates interviewing with several board members, and following a recommendation by the Nominating Committee, John Foster was unanimously elected by the directors then remaining in office, in accordance with the Bylaws, as an independent director at the Board meeting held on April 22, 2009. A copy of the Nominating Committee charter is available on our corporate website at www.ntscorp.com. The charter may be found as follows: From our main web page, first click on "Investors" at the top of the page and then click on "Corporate Governance".

The following table sets forth, as of May 11, 2009, the names of, and certain information concerning the Company's executive officers who do not also serve as directors:

Name		Position

Douglas Briskie	45	Vice President, Corporate Development. He has been associated with the Company since 1987.
Raffy Lorentzian	53	Senior Vice President, Chief Financial Officer and Chief Accounting Officer and Corporate Secretary. He has been associated with the Company since 1997.
Cynthia Maher	50	Corporate Counsel, Corporate Director of Human Resources and Assistant Corporate Secretary. She has been associated with the Company since 2005. Prior to joining the Company, Ms. Maher was a partner for more than five years at the law firm of Maher, Renzi & Maher LLP.
Dwight Moore	46	Vice President, Chief Operating Officer. He has been associated with the Company since 1997.

None of the executive officers were selected pursuant to any arrangement or understanding other than with the Company's executive officers acting within their capacities as such.

Dr. Jack Lin is the father of Robert Lin. There are no other family relationships among the Company's directors and executive officers.

Total compensation (including salary, bonus, stock awards, option awards and all other compensation) in fiscal year 2009 for Aaron Cohen, Executive Officer, Director and major shareholder of the Company was $331,305.

Total payments of $22,500 were made to Quantum Leaders, Inc. during fiscal year 2009. Norman Wolfe, Director of the Company, is the President and Chief Executive Oficer of Quantum Leaders, Inc.

Total payments of $24,521 were made to MTI Marketing Techniques, Inc. for various purchases and services during fiscal year 2009. Robert Lin, Director of the Company, is the President and Chief Executive Officer of MTI Marketing Techniques, Inc.

Stockholdings of Certain Beneficial Owners, Directors and Executive Officers

The following table sets forth, as of May 11, 2009, the number and percentage of shares of Common Stock beneficially owned, directly or indirectly, by each of the Company's directors, Named Executive Officers, beneficial owners known by the Company to hold more than five percent of the outstanding shares of the Company's Common Stock and by the Company's directors and current executive officers as a group. Beneficial ownership is determined in accordance with the Rule 13d-3 of the SEC, as amended, and does not necessarily indicate ownership for any other purpose, and includes

voting or investment power with respect to the shares and shares which such person has the right to acquire within 60 days of May 11, 2009.

Beneficial Owner(1)	Title of Class of Stock

5% Shareholders
Jeffrey Gendell Tontine Capital Partners, LP 55 Railroad Avenue, 3rd Floor Greenwich, Connecticut 06830	Common Stock	736,297	(1)	7.9	%
Dimensional Fund Advisors Inc. 1299 Ocean Avenue, 11th Floor Santa Monica, California 90401	Common Stock	656,553	(1)	7.1	%
Luis Antonio Hernandez	Common Stock	505,600	(1)	5.4	%
Current Directors and Named Executive Officers:
Aaron Cohen	Common Stock	1,353,416	(2)(3)	14.6	%
Dr. Jack Lin	Common Stock	1,139,882	(2) (3)	12.3	%
William McGinnis	Common Stock	218,647	(2)	2.4	%
Robert Lin	Common Stock	151,898	(2)(3)	1.6	%
Donald Tringali	Common Stock	86,201	(2)(3)	*
Raffy Lorentzian	Common Stock	54,750	(2)	*
Norman Wolfe	Common Stock	41,593	(2)(3)	*
John Gibbons	Common Stock	40,327	(2)(3)	*
Dan Yates	Common Stock	31,822	(2)(3)	*
Dr. John Foster	Common Stock	8,000	(3)
All current directors and executive officers as a group (thirteen persons)	Common Stock	3,238,642	(2)(3)	34.8	%

The Company is not currently aware of any arrangements that could result in a change-in-control.

The table below summarizes the total compensation paid or earned by each of our Named Executive Officers for the fiscal year ended January 31, 2009.



Name and Principal Position	Fiscal Year End		Salary ($)		Bonus ($)(1)		Stock Awards ($)(2)		Option Awards ($)(3)		Non-Equity Incentive Plan Compensation ($)(4)		All Other Compensation ($)(5)		Total ($)

William McGinnis,		2009	$	319,528	$	162,225		—	$	12,155	$	123,649	$	69,640	$	687,197

President and Chief Executive Officer		2008	$	309,000	$	154,500		—	$	27,280	$	55,754	$	93,816	$	640,350

Dr. Jack Lin,		2009	$	125,000	$	151,669	$	36,548	$	3,361		—	$	230,396	$	546,974

Chairman of the Board		2008	$	125,000	$	145,875	$	22,508	$	10,508		—	$	239,068	$	542,959

Raffy Lorentzian,		2009	$	203,462	$	103,000		—	$	6,089	$	57,703	$	29,794	$	400,048

Sr Vice President and Chief Financial Officer		2008	$	153,038	$	100,000		—	$	12,688	$	30,259	$	24,366	$	320,351



Name	Qualified Retirement Plan Match ($)		Supplemental Executive Retirement Plan ($)(i)		Premium Towards Long-Term Care Insurance ($)		Club Dues ($)(ii)		Premiums Towards Life Insurance ($)(iii)		Uninsured Medical and Dental Expenses ($)(iv)		Automobile Allowance ($)(v)		Other ($)			Total ($)

William McGinnis	$	2,250	$	28,973		—	$	7,465	$	11,310	$	10,284	$	8,980	$	378		$	69,640
Dr. Jack Lin	$	2,250		—	$	4,755	$	3,915	$	12,362	$	16,234	$	15,880	$	175,000	(vi)	$	230,396
Raffy Lorentzian	$	2,250	$	17,681		—	$	9,413	$	450		—		—		—		$	29,794

The table below summarizes the current holdings of option awards and stock awards by our named executive officers for fiscal year ending January 31, 2009. Each equity grant has a 10 year life and is shown separately for each named executive officer and vests at a rate of 25% on each anniversary of the date of grant.



	Option Awards								Stock Awards

Name	Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Options Unexercisable (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

William McGinnis		7,500		—	$	3.25		12/09/2009		—		—			—		—
		25,000		—	$	3.00		09/21/2010		—		—			—		—
		35,000		—	$	2.56		12/08/2010		—		—			—		—
		10,000		—	$	2.04		06/27/2011		—		—			—		—
		23,000		—	$	2.19		06/30/2012		—		—			—		—
		22,000		—	$	4.45		06/27/2013		—		—			—		—
		15,000		—	$	4.56		06/28/2014		—		—			—		—
		18,750		6,250	$	4.76		12/01/2015		—		—			—		—
Dr. Jack Lin		29,412		—	$	3.40		11/03/2009		—		—			—		—
		20,588		—	$	3.09		11/03/2009		—		—			—		—
		25,000		—	$	3.30		09/21/2010		—		—			—		—
		10,000		—	$	1.49		04/12/2012		—		—			—		—
		16,500		—	$	2.41		06/28/2012		—		—			—		—
		22,000		—	$	4.90		06/27/2013		—		—			—		—
		15,000		—	$	5.02		06/28/2014		—		—			—		—
		3,750		1,250	$	5.24		12/01/2015		—		—			—		—
		—		—		—		—		22,860		91,440	(1)		—		—
Raffy Lorentzian		2,000		—	$	3.25		10/27/2009
		8,500		—	$	3.00		09/21/2010
		10,000		—	$	2.56		12/08/2010
		5,000		—	$	2.04		06/27/2011
		3,500		—	$	1.81		08/03/2011
		5,000		—	$	2.92		12/13/2012
		4,000		—	$	4.45		06/27/2013
		5,000		—	$	4.56		06/28/2014
		9,750		3,250	$	4.76		12/01/2015

The Company has entered into change-in-control agreements with certain executive officers and key employees of the Company. These agreements are intended to provide the continuity of management in the event of a change-in-control of the Company. The agreements provide that the covered executive officers and key employees could be entitled to certain severance benefits following a change in control of the Company, if they are terminated by the Company for any reason, other than for disability or for cause, or if they terminate their employment for good reason (as that term is defined in the agreements), then they shall be entitled to a severance payment equal to their base

salary for a period of twelve months, as defined in the agreements. The severance payment generally is made in the form of a lump sum. If a change in control occurs, the agreements are effective for a period of three years thereafter. Under the severance agreements, a change in control would include any of the following events: (i) any "person," as defined in the Securities Exchange Act of 1934, as amended, acquires 20 percent or more of the Company's voting securities, (ii) a majority of the Company's directors are replaced during a two-year period or (iii) shareholders approve certain mergers, or liquidation, or sale of the Company's assets.

Regardless of the manner in which an executive officer terminates, he or she is entitled to receive amounts earned during his or her term of employment. Such amounts include:

Pursuant to the change in control agreement, if one of our executive officer's employment terminates without cause within twelve months following a change in control of our Company, he or she will receive a payment equal to two times his or her annual compensation, payment of medical and related benefits for a period of two years, and full accelerated vesting of all outstanding stock options.

Pursuant to the supplemental executive retirement plan, each of our executive officers participating in the plan is entitled to the vested value of his or her account upon retirement, death or disability. Additionally, vesting is fully accelerated if his or her termination is due to attaining retirement age, death or disability. Finally, all unvested benefits become fully vested if the executive officer has ten or more years of employment with our Company at a time the Company has a change in control.

Pursuant to the LTIP, each of our executive officers participating in the plan is entitled to the vested value of his or her account balance upon termination of employment. Additionally, vesting is fully accelerated if the executive officer dies, becomes disabled or our Company undergoes a change in control.

We use a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve on our Board. In setting director compensation, we consider the significant amount of time that our directors spend fulfilling their duties to our Company as well as the skill level required by our board members.

We believe that our director compensation is competitive with the compensation offered by our peer group of companies and is fair and appropriate in light of the responsibilities and obligations of our independent directors.

For the fiscal year ended January 31, 2009, members of our board who are not employees of our Company received an annual cash retainer of $24,980. Directors receive additional cash compensation based upon committee memberships and chairmanships. Directors who are also our employees receive no compensation for their services as directors.

Our compensation philosophy is moving away from grants of option awards. Therefore, no option awards were granted in the fiscal year ended January 31, 2009. Our directors did, however, receive restricted stock awards. Stock awards previously received by our directors vest over four years of service at the rate of 25% annually on the anniversary of the date of grant.

The table below summarizes the compensation we paid to our non-employee directors for the fiscal year ended January 31, 2009.



Name(1)	Fees Earned or Paid in Cash ($)		Stock Awards ($)(2)		Option Awards ($)(3)		Total ($)

Ralph Clements	$	25,700	$	18,276	$	998	$	44,974
John Gibbons	$	42,980	$	18,276	$	998	$	62,254
Robert Lin	$	24,980	$	18,276	$	998	$	44,254
Donald Tringali	$	60,980	$	36,548	$	998	$	98,526
Norman Wolfe	$	30,980	$	18,276	$	998	$	50,254
Dan Yates	$	43,980	$	18,276	$	998	$	63,254

Messrs. Lin, McGinnis and Lorentzian, and certain other executive officers and the directors of the Company are parties to indemnification agreements with the Company. These agreements provide, among other things, that the Company shall (i) indemnify them against certain liabilities that may arise by reason of their status as executive officers or directors provided they acted in good faith and in a manner reasonably believed to be in the best interests of the Company and, with respect to any criminal action, had no cause to believe their conduct was unlawful, (ii) to advance the expenses actually and reasonably incurred as a result of any proceeding against them by third parties or by or in right of the Company, where the indemnitee acted in good faith in a manner the indemnitee believed to be in the best interest of the Company (subject to repayment if it is determined that the indemnitee is not entitled to indemnification), and (iii) to make a good faith attempt to obtain directors' and officers' insurance. There is not any action or proceeding pending or, to the knowledge of the Company, threatened which may result in a claim for indemnification by any director, officer, employee or agent of the Company.

The Company's officers, directors and consultants are required to file initial reports of ownership and reports of change in ownership with the SEC. Officers and directors are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

Based solely on information provided to the Company by individual officers and directors, the Company believes that during the fiscal year ended January 31, 2009 all filing requirements applicable to officers and directors have been complied with except for the following: all directors, with the exception of Mr. McGinnis, who received restricted stock awards from the Company filed Forms 4 under common stock category instead of restricted stock award category on the dates of grant. Those individuals are currently filing the corrected Forms 4. A Form 5 was not filed to correct the omissions due to the fact that this situation was only recently discovered by the Company.

Set forth below is the report of the Audit Committee. The information contained in this report shall not be deemed to be "soliciting material" or to be "filed" with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates such information by reference in such filing.

The Audit Committee of the Board of Directors is composed of three directors each of whom is "independent," as defined under the applicable Nasdaq listing standards and SEC rules and regulations. The Committee operates under a written charter adopted by the Board of Directors, a copy of which is available on our corporate website at www.ntscorp.com.

The Committee recommends to the Board of Directors the appointment of the independent auditors, reviews the scope of audits, reviews significant changes to the Company's accounting principles and practices, reviews significant issues encountered in the course of audit work related to the adequacy of internal controls and oversees the internal audit function.

The Committee reviewed and discussed the audited financial statements with management of the Company and representatives of Ernst & Young LLP. The discussions with Ernst & Young LLP included the matters required to be discussed by Statement on Auditing Standards No. 61, as amended. In addition, the Audit Committee received the written disclosures and the letter regarding

independence from Ernst & Young LLP as required by Rule 3526 of the Public Company Accounting Oversight Board and discussed with Ernst & Young LLP their independence.

Based on the review and discussions referred to above, the Committee recommended to the Board of Directors that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended January 31, 2009 for filing with the SEC.

The Committee also recommended to the Board of Directors, and the Board has appointed, Ernst & Young LLP to audit the corporation's financial statements for the fiscal year ending January 31, 2010, subject to shareholder ratification of that appointment.

The Board of Directors has appointed Ernst & Young LLP as the Company's independent registered public accounting firm to audit its financial statements for the fiscal year ending January 31, 2010. The decision of the Board of Directors was based on the recommendation of the Audit Committee. Ernst & Young LLP has acted as the Company's independent registered public accounting firm since its appointment during fiscal year 1990. A representative of Ernst & Young LLP is expected to be present at the Annual Meeting with the opportunity to make a statement if the representative desires to do so, and is expected to be available to respond to appropriate questions.

Although ratification by shareholders is not required by law, the Board of Directors has determined that it is desirable to request approval of this selection by our shareholders. Notwithstanding its selection, the Board of Directors, in its discretion, may appoint a new independent registered public accounting firm at any time during the year if the Board of Directors believes that such a change would be in the best interests of the Company and its shareholders. If the shareholders do not ratify the appointment of Ernst & Young LLP, the Board of Directors may reconsider its selection.

The Board of Directors unanimously recommends a vote "FOR"
the ratification of the appointment of Ernst & Young LLP as
the Company's independent registered public accounting firm
for the fiscal year ending January 31, 2010.

The Company paid the following fees to Ernst & Young LLP during fiscal years ending January 31, 2009 and 2008, respectively:

The audit and audit-related fees for the years ended January 31, 2009 and January 31, 2008 were for professional services rendered for the audits of the consolidated financial statements of the Company, statutory audits, consents, financial due diligence on prospective transactions and assistance with review of documents filed with the SEC.

Policy on Accounting Matters; Pre-Approval of Audit and Non-Audit Services of Independent Registered Public Accounting Firm

The Audit Committee administers the Company's engagement of Ernst &Young LLP and pre-approves all audit and permissible non-audit services on a case-by-case basis. All services provided by Ernst & Young LLP during the fiscal years ended January 31, 2008 and 2009 were pre-approved by the Audit Committee. In approving non-audit services, the Audit Committee considers whether the engagement could compromise the independence of Ernst & Young LLP, and whether for reasons of efficiency or convenience it is in the best interest of the Company to engage its independent auditor to perform the services. The Audit Committee has determined that performance by Ernst & Young LLP of the non-audit services related to the fees on the table above did not affect their independence.

Prior to engagement, the Audit Committee pre-approves all independent auditor services. The fees are budgeted and the Audit Committee requires the independent auditor and management to report actual fees versus the budget periodically throughout the year by category of service. During the year, circumstances may arise when it may become necessary to engage the independent auditor for additional services not contemplated in the original pre-approval categories. In those instances, the Audit Committee requires specific pre-approval before engaging the independent auditor.

The Audit Committee may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting.

Management is not aware of any other matters to be presented for action at the meeting or any adjournment thereof. However, if any matters come before the meeting, it is intended that shares represented by proxy will be voted in accordance with the judgment of the persons voting them.

Requirements for shareholder proposals to be considered for inclusion in the Company's proxy materials:

SEC rules and regulations provide that a shareholder wishing to include a proposal in the proxy statement for the Company's 2010 annual meeting of shareholders must submit the proposal so that it is received by the Company at its principal executive office, attention Corporate Secretary, at 24007 Ventura Boulevard, Calabasas, California, 91302, no later than January 22, 2010.

In accordance with the Company's Bylaws, shareholders must deliver notification of their intent to submit a proposal or director nomination for consideration at the 2010 annual meeting between March 8, 2010 and April 7, 2010.

Shareholders who wish the Nominating Committee to consider a candidate for nomination as a director at the 2010 annual meeting of shareholders must submit advance notice of the nomination to the Committee a reasonable time prior to the mailing date of the proxy statement for the 2010 annual meeting. The Nominating Committee considers all nominees on their merits.

A shareholder's notice of a proposed nomination for director to be made at an annual meeting must include the following information:

You may communicate with the members of the Audit Committee, the Compensation Committee, the Governance Committee and the Nominating Committee, or with the Company's independent directors as a group, by writing to any such person or group c/o of the Corporate Secretary at 24007 Ventura Boulevard, Calabasas, California 91302.

Communications are distributed to the Board of Directors, or to any individual director, depending on the facts and circumstances described in the communication. In that regard, the Board of Directors has requested that certain items that are unrelated to the duties and responsibilities of the Board of Directors should be excluded, including the following: junk mail and mass mailings; product complaints; product inquiries; new product suggestions; resumes and other forms of job inquiries; surveys; and business solicitations or advertisements. In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will not be distributed, with the proviso that any communication that is not distributed will be made available to any independent director upon that director's request.

Communications that include information better addressed by the complaint hotline supervised by the Audit Committee will be delivered to the hotline.

The Company does not have a policy regarding director attendance at the Company's annual meetings of shareholders, although it encourages all directors to attend. All directors attended the Company's 2008 annual meeting of shareholders.

The Company has adopted a Code of Ethics applicable to the principal executive officer and senior financial executives, including the chief financial officer and chief accounting officer, of the Company, as well as all employees and directors of the Company. The Code of Ethics is published on the Company's website located on the Internet at www.ntscorp.com, under "Investor Information." The Company intends to disclose future amendments to, or waivers from, certain provisions of the Code of Ethics applicable to senior financial executives on its website within four business days following the date of such amendment or waiver.

If you share an address with another shareholder, each shareholder may not receive a separate copy of our annual report and proxy materials. Shareholders who do not receive a separate copy of our annual report and proxy materials, and who want to receive a separate copy, may request to receive a separate copy of our annual report and proxy materials by writing to Investor Relations at National Technical Systems, Inc., 24007 Ventura Boulevard, Calabasas, CA 91302 or by calling 818-591-0776. We will undertake to deliver promptly a copy of the annual report or proxy materials, as applicable, upon

the receipt of such request. Shareholders who share an address and receive multiple copies of our annual report and proxy materials may also request to receive a single copy following the instructions above.

IT IS VERY IMPORTANT THAT EVERY SHAREHOLDER VOTES. WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON.

<STOCK#> 000004 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext C123456789 C 1234567890 J N T 0 2 1 9 2 5 1 Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. X NATIONAL TECHNICAL SYSTEMS, INC. 012BPB 1 U P X + PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Annual Meeting Proxy Card + Change of Address — Please print new address below. 01 - William McGinnis 02 - John Gibbons 03 - Donald Tringali Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below C Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. Date (mm/dd/yyyy) — Please print date below. B Non-Voting Items A Proposals — The Board of Directors recommends a vote FOR the director-nominees and FOR Proposal 2. 1. Election of Directors: For Against Abstain 2. To ratify the selection of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2010. 3. To transact any other business that may properly come before the meeting or any adjournment of the meeting. 01 02 03 Mark here to WITHHOLD vote from all nominees Mark here to vote FOR all nominees For All EXCEPT - To withhold a vote for one or more nominees, mark the box to the left and the corresponding numbered box(es) to the right.

[1] PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. BOARD OF DIRECTORS PROXY FOR ANNUAL MEETING OF SHAREHOLDERS Wednesday, July 8, 2009 at 10:30 a.m. at 5743 Smithway Street, 2nd Floor, Commerce, CA 90040 The undersigned hereby appoints John Foster and Norman Wolfe, and each of them, attorneys and agents with power of substitution, to vote, as designated below, all stock of the undersigned at the above meeting and at any adjournment or adjournments thereof. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED “FOR” EACH OF THE DIRECTOR-NOMINEES AND “FOR” RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. This proxy is solicited on behalf of the Board of Directors, and may be revoked by the shareholder delivering it prior to its exercise by filing with the corporate secretary of the company an instrument revoking this proxy or a duly executed proxy bearing a later date or by appearing and voting in person at the meeting. This proxy is valid only when signed and dated. See Reverse Side . Proxy — NATIONAL TECHNICAL SYSTEMS, INC. Notice of Internet Availability of Proxy Materials The Notice of Meeting, proxy statement and proxy card are available at https://materials.proxyvote.com/638104

<STOCK#> 0 2 1 9 2 5 2 Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. X NATIONAL TECHNICAL SYSTEMS, INC. 012BQB 1 U P X + [1] PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Annual Meeting Proxy Card + 01 - William McGinnis 02 - John Gibbons 03 - Donald Tringali Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below B Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. Date (mm/dd/yyyy) — Please print date below. A Proposals — The Board of Directors recommends a vote FOR the director-nominees and FOR Proposal 2. 1. Election of Directors: For Against Abstain 2. To ratify the selection of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2010. 3. To transact any other business that may properly come before the meeting or any adjournment of the meeting. 01 02 03 Mark here to WITHHOLD vote from all nominees Mark here to vote FOR all nominees For All EXCEPT - To withhold a vote for one or more nominees, mark the box to the left and the corresponding numbered box(es) to the right.


	Filed by the Registrant ý
	Filed by a Party other than the Registrant o
	Check the appropriate box:
	o		Preliminary Proxy Statement
	o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
	ý		Definitive Proxy Statement
	o		Definitive Additional Materials
	o		Soliciting Material Pursuant to §240.14a-12

	2009		2008

Audit Fees	$	448,300	$	445,500
Audit-Related Fees		105,000		-0-
Tax-Related Fees		-0-		-0-
All Other Fees		1,500		600


		By Order of the Board of Directors,
Calabasas, California May 22, 2009		Raffy Lorentzian Corporate Secretary


		AUDIT COMMITTEE John Gibbons, Chairman Donald Tringali Dan Yates