S-8

As Filed with the Securities and Exchange Commission on October 26, 2004

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

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

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

Delaware	13-2632319
(State or other jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification No.)

5 Sylvan Way

Parsippany, New Jersey 07054
(Address, including zip code, and telephone number
of registrant’s principal executive offices)

DRS TECHNOLOGIES, INC. AMENDED AND RESTATED 1996 OMNIBUS PLAN
(Full title of the plan)

Nina Laserson Dunn, Esq.

Executive Vice President, General Counsel and Secretary

DRS Technologies, Inc.

5 Sylvan Way

Parsippany, New Jersey 07054
(Name and address of agent for service)

(973) 898-1500
(Telephone number, including area code, of agent for service)

With a copy to:

David J. Goldschmidt
Skadden, Arps, Slate, Meagher & Flom LLP
4 Times Square
New York, New York 10036
(212) 735-3000

CALCULATION OF REGISTRATION FEE

Title of Securities To Be Registered	Amount To Be Registered (1) (2)		Proposed Maximum Offering Price Per Share			Proposed Maximum Aggregate Offering Price			Amount of Registration Fee
Common stock, par value $0.01 per share (the “Common Stock”)	1,540,700 shares	(3)	$	35.41	(4)	$	54,556,187	(4)	$	6,912.27
Common Stock	379,300shares	(5)	$	28.53	(6)	$	10,821,429	(6)	$	1,371.08
Common Stock	4,700 shares	(7)	$	35.41	(4)	$	166,427	(4)	$	21.09
Common Stock	75,300 shares	(8)	$	35.41	(4)	$	2,666,373	(4)	$	337.83
Total	2,000,000 shares		N/A			$	68,210,416		$	8,642.27

(1)Plus such additional number of shares of the Registrant’s Common Stock as may be issuable pursuant to the antidilution provisions of the Registrant’s Amended and Restated 1996 Omnibus Plan.

(2)On November 6, 2003, the Registrant’s Board of Directors resolved to increase by 2,000,000 shares the number of shares of the Registrant’s Common Stock available for issuance pursuant to the Registrant’s Amended and Restated 1996 Omnibus Plan.  Registration Statements on Form S-8 with respect to 500,000, 1,875,000 and 1,500,000 of such shares of the Registrant’s Common Stock were filed previously  (File nos. 333-14487, 333-83700 and 333-99747, respectively).  Such amendment to the Registrant’s 1996 Omnibus Plan was approved by the Registrant’s stockholders at a special meeting of stockholders held on January 22, 2004.

(3)Represents shares available for future grants under the Amended and Restated 1996 Omnibus Plan.

(4)Estimated solely for the purpose of calculating the registration fee pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act of 1933, as amended (the “Securities Act”), on the basis of the average of the high and low prices for the Common Stock of the Registrant on the New York Stock Exchange on October 20, 2004.

(5)Represents shares underlying options granted under the Amended and Restated 1996 Omnibus Plan.

(6)Computed in accordance with Rule 457(h) under the Securities Act.  Such computation is based on the weighted average exercise price of $28.53 per share covering 379,300 options.

(7)Represents shares underlying restricted stock units granted under the Amended and Restated 1996 Omnibus Plan.

(8)Represents 75,300 restricted shares issued under the Amended and Restated 1996 Omnibus Plan.

EXPLANATORY NOTE

Pursuant to General Instruction E to Form S-8 under the Securities Act, this Registration Statement is filed for the purpose of registering additional securities of the same class as those registered under the currently effective Registration Statements on Form S-8 (Registration Nos. 333-14487, 333-83700 and 333-99747) relating to the Amended and Restated 1996 Omnibus Plan of DRS Technologies, Inc. (formerly named Diagnostic/Retrieval Systems, Inc.) (the “Registrant” or the “Company”), and the contents of such Registration Statements, including any amendments thereto or filings incorporated therein, are incorporated herein by reference.

DRS Technologies, Inc. has prepared this registration statement in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), to register shares of its common stock, $0.01 par value per share.  This registration statement also includes a reoffer prospectus.  The reoffer prospectus may be utilized for reofferings and resales on a continuous or a delayed basis in the future of up to 459,300 shares of common stock that constitute “restricted securities” which have been issued prior to or issuable after the filing of this registration statement.  The reoffer prospectus does not contain all of the information included in the registration statement, certain items of which are contained in schedules and exhibits to the registration statement, as permitted by the rules and regulations of the Securities and Exchange Commission (the “SEC”).  Statements contained in this reoffer prospectus as to the contents of any agreement, instrument or other document referred to are not necessarily complete.  With respect to each such agreement, instrument or other document filed as an exhibit to the registration statement, we refer you to the exhibit for a more complete description of the matter involved, and each such statement shall be deemed qualified in its entirety by this reference.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act.  Such documents need not be filed with the SEC either as part of this registration statement or as prospectuses or prospectus supplements, pursuant to Rule 424 of the Securities Act.  These documents and the documents incorporated by reference in this registration statement, pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Reoffer Prospectus

459,300 Shares

DRS Technologies, Inc.

Common Stock

This reoffer prospectus relates to 459,300 shares of our common stock, par value $0.01 per share, consisting of 75,300 restricted shares, 4,700 shares issuable pursuant to restricted stock units and 379,300 shares issuable upon exercise of currently outstanding options, which may be offered for sale from time to time by certain stockholders of DRS Technologies, Inc., as described under the caption “Selling Stockholders.”  These stockholders are certain of our officers and employees.  We will not receive any proceeds from the sale of shares of common stock pursuant to this reoffer prospectus.  The selling stockholders acquired the common stock pursuant to grants under our Amended and Restated 1996 Omnibus Plan and these stockholders may resell all, a portion, or none of the shares of common stock from time to time.

The shares of common stock are “restricted securities” under the Securities Act of 1933, as amended (the “Securities Act”) before their sale under this reoffer prospectus.  This reoffer prospectus has been prepared for the purpose of registering the shares under the Securities Act to allow for future sales by the selling stockholders, on a continuous or delayed basis, to the public without restriction.  Each stockholder that sells shares of our common stock pursuant to this reoffer prospectus may be deemed to be an “underwriter” within the meaning of the Securities Act.  Any commissions received by a broker or dealer in connection with resales of shares may be deemed to be underwriting commissions or discounts under the Securities Act.

You should carefully read this reoffer prospectus and any accompanying prospectus supplement before you make your investment decision.  The shares of common stock offered hereby may be sold from time to time directly by, or on behalf of, each selling stockholder in one or more transactions on the New York Stock Exchange or on any stock exchange on which our common stock may be listed at the time of sale, in privately negotiated transactions, or through a combination of such methods, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at fixed prices (which may be changed) or at negotiated prices.  We will not receive any proceeds from any of these sales.  We are paying the expenses incurred in registering the shares, but all selling and other expenses incurred by each of the selling stockholders will be borne by that stockholder.

Investing in our common stock involves risks, which are detailed from time to time in the periodic reports that we file with the Securities and Exchange Commission that we have incorporated herein by reference.

Our common stock is listed on the New York Stock Exchange under the trading symbol “DRS.”  The last reported sale price of our common stock on the New York Stock Exchange on October 22, 2004, was $34.84 per share.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this reoffer prospectus is October 26, 2004.

TABLE OF CONTENTS

DRS TECHNOLOGIES, INC.	1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	2
USE OF PROCEEDS	2
SELLING STOCKHOLDERS	3
PLAN OF DISTRIBUTION	5
LEGAL MATTERS	5
EXPERTS	5
AVAILABLE INFORMATION	6
DOCUMENTS INCORPORATED BY REFERENCE	6

DRS TECHNOLOGIES, INC.

Unless otherwise stated or the context otherwise requires, references in this prospectus to “DRS,” “we,” “us,” and “our” refer to DRS Technologies, Inc. and its subsidiaries on a consolidated basis.

DRS is a supplier of defense electronic products and systems.  We provide high-technology products and services to all branches of the U.S. military, major aerospace and defense prime contractors, government intelligence agencies, international military forces and industrial markets.  We are a leading provider of thermal imaging devices, combat display workstations, electronic sensor systems, power systems, battlefield digitization systems, air combat training systems, mission recorders and deployable flight incident recorders.

We operate in two operating segments:  the Command, Control, Communications, Computers and Intelligence Group (C4I Group) and the Surveillance and Reconnaissance Group (SR Group).  All other operations, primarily our Corporate Headquarters, are grouped in Other.

The C4I Group is comprised of the following product categories: Command, Control and Communications (C3), which includes naval display systems, ship communications systems, radar systems, technical support, electronic manufacturing and system integration services, secure voice and data communications, meteorological surveillance and analysis and radio frequency broadcast transmission equipment; Power Systems, which includes the naval and industrial power generation, conversion, propulsion, distribution and control systems lines; Intelligence Technologies, which includes signals intelligence, data collection, processing and dissemination equipment; and Tactical Systems, which includes battle management tactical computer systems and peripherals product lines.

The SR Group is comprised of the following product categories: Reconnaissance, Surveillance and Target Acquisition (RSTA), which develops and produces electro-optical sighting, targeting and weapon sensor systems, unmanned vehicles, high-speed digital data and imaging systems, and aircraft weapons alignment systems and provides electro-optical system manufacturing services; Training & Control Systems, which develops and produces air combat training, electronic warfare and network systems; and Test & Energy Management, which develops and produces electronic test, diagnostics and vehicle electronics.

The substantial majority of our sales are generated using written contractual arrangements. These contracts require us to design, develop, manufacture, modify, test and/or integrate complex defense electronic equipment and systems, and to provide related engineering and technical services according to specifications provided to us by our customers. Our primary “end-use” customer is the Department of Defense (DoD).

Recent events, including the global war on terrorism, Operation Enduring Freedom and Operation Iraqi Freedom, have altered the defense and homeland security environment of the Unites States.  These events have had, and for the foreseeable future are likely to continue to have, a significant impact on the markets for defense and advanced technology products.  The DoD continues to focus on both supporting ongoing operations and transforming our military to confront future threats.  We believe that the current business, political and global environments will create new opportunities for mid-tier defense companies like DRS to develop strategic relationships with prime contractors.  Through these relationships, we believe we can provide new systems and subsystems, which are capable of meeting the military’s evolving requirements.

Our strategy is designed to capitalize on the breadth of our technology and extensive expertise in order to meet the evolving needs of our customers.  We intend to expand our share of existing programs and participate in new programs by leveraging the strong relationships that we have developed with the DoD, several other U.S. Government agencies and all of the major U.S. defense prime contractors.  We expect to continue to benefit from the outsourcing of subsystems, components and products by prime contractors.  We plan to continue to align our research and development, manufacturing and new business efforts to complement our customers’ requirements and to provide state-of-the-art products.  We plan to maintain a diversified and broad business mix with limited reliance on any single program, a significant follow-on business and an attractive customer profile.

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A significant component of our strategy has been to enhance our existing product base through selective acquisitions that add new products and technologies in areas that complement our present business base. We intend to continue acquiring select publicly- and privately-held companies, as well as defense businesses of larger companies, that (i) exhibit significant market position(s) in their business areas, (ii) offer products that complement and/or extend our product offerings, and (iii) display growing revenues, and positive operating income and cash flow prospects.

We are incorporated in Delaware and the address of our principal executive office is 5 Sylvan Way, Parsippany, New Jersey 07054.  Our telephone number is (973) 898-1500.  Our Internet address is www.drs.com.  www.drs.com is an interactive textual reference only, meaning that the information contained in the web site is not part of this prospectus by reference or otherwise.  Our common stock is listed on the New York Stock Exchange under the symbol “DRS.”

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This reoffer prospectus and the documents incorporated by reference herein contain forward-looking statements, within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are based on management’s beliefs and assumptions, current expectations, estimates and projections.  Such statements, including statements relating to our expectations for future financial performance, are not considered historical facts and are considered forward-looking statements under the federal securities laws.  These statements may contain words such as “believes,” “anticipates,” “plans,” “expects,” “intends,” “estimates” or similar expressions.  These statements are not guarantees of our future performance and are subject to risks, uncertainties and other important factors that could cause our actual performance or achievements to differ materially from those expressed or implied by these forward-looking statements and include, without limitation: the effect of our acquisition strategy on future operating results, including our ability to effectively integrate acquired companies into our existing operations; the uncertainty of acceptance of new products and successful bidding for new contracts; the effect of technological changes or obsolescence relating to our products and services; and the effects of government regulation or shifts in government policy, as they may relate to our products and services, and other risks or uncertainties detailed in our SEC filings.  Given these uncertainties, you should not rely on forward-looking statements.  We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

USE OF PROCEEDS

All proceeds from the sale of the common stock offered hereby will be for the accounts of the selling stockholders.  We will not receive any of the proceeds from the sale from time to time of the common stock offered hereby.  All expenses of registration incurred in connection with this offering are being borne by us, but all selling and other expenses incurred by any selling stockholder will be borne by such selling stockholder.

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SELLING STOCKHOLDERS

The 459,300 shares of our common stock to which this reoffer prospectus relates is comprised of 75,300 restricted shares, 4,700 shares issuable pursuant to restricted stock units and 379,300 shares issuable upon exercise of currently outstanding options.  Such shares are being registered for reoffers and resales by our officers and employees named below, who acquired the shares pursuant to our Amended and Restated 1996 Omnibus Plan.  The selling stockholders may resell all, a portion, or none of the shares of common stock from time to time.

The inclusion in the table of the individuals named therein shall not be deemed to be an admission that any such individuals are one of our affiliates.

Information regarding the selling stockholders, including the number of shares offered for sale, may change from time to time, and any changed information will be set forth in a prospectus supplement to the extent required.  The address of each selling stockholder is care of DRS Technologies, Inc., 5 Sylvan Way, Parsippany, New Jersey 07054.

Name of Selling Stockholder	Position with DRS	Number of Shares Beneficially Owned(1)		Number of Shares Covered by This Reoffer Prospectus(2)	Number of Shares to be Beneficially Owned if All Shares Offered Hereby Are Sold	Percent of Class Owned if All Shares Offered Hereby Are Sold(3)
Mark S. Newman	Chairman, President and Chief Executive Officer	811,918	(4)(5)(6)	149,000	811,918	3.0	%
Paul G. Casner	Executive Vice President, Chief Operating Officer	119,130	(5)	53,000	119,130		*
Nina Laserson Dunn	Executive Vice President, General Counsel	71,071	(5)	26,900	71,071		*
Robert F. Mehmel	Executive Vice President, Business Operations & Strategy	77,500	(5)	26,900	77,500		*
Richard A. Schneider	Executive Vice President, Chief Financial Officer	84,800(4	(5)	26,900	84,800		*
Fred L. Marion	SR Group President	67,630	(5)	26,900	67,630		*
Steven T. Schorer	C4I Group President	7,500	(5)	26,900	7,500		*
David W. Stapley	Senior Vice President, International Business Development & Government Relations	41,250	(5)	26,900	41,250		*
Michael L. Bowman	Senior Vice President, Washington Operations	20,000	(5)	13,700	20,000		*
Mark J. Williams	Senior Vice President, Human Resources	5,000	(5)	13,700	5,000		*
Louis Belsito	Senior Vice President, Chief Information Officer	11,550	(5)	13,700	11,550		*
Robert Russo	Senior Vice President, Operations	20,000	(5)	13,700	20,000		*
Edward L. Bartlett	C4I Group Business Area President	6,750	(5)	13,700	6,750		*
Richard McKneight	C4I Group Business Area President	6,125	(5)	13,700	6,125		*
Richard Danforth	C4I Group Business Area President	5,000	(5)	13,700	5,000		*

* Denotes less than 1%.

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(1)Beneficial owner means any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of, shares of our common stock; and/or (ii) investment power, which includes the power to dispose, or to direct the disposition of, shares of our common stock.  A person is also deemed to be the beneficial owner of a security if that person has the right to acquire beneficial ownership of such security at any time within 60 days from the date of this reoffer prospectus.

(2)Includes options to purchase shares of our common stock under our employee benefit plan, whether or not exercisable as of, or within 60 days of, the date of this reoffer prospectus; shares of restricted stock, whether or not restricted as of, or within 60 days of, the date of this reoffer prospectus and restricted stock units, whether or not restricted as of, or within 60 days of, the date of this reoffer prospectus.  None of the options, shares of restricted stock or restricted stock units covered by this reoffer prospectus are currently exercisable or vested, as applicable, within 60 days of the date of this reoffer prospectus.

(3)Based on 27,207,023 shares of common stock outstanding as of September 30, 2004.

(4)Does not include 5,709 shares of common stock held by the trustee of our Retirement/Savings Plan.  Mr. Newman and Mr. Schneider share the power to direct the voting of such shares with members of the administrative committee of such plan.  Mr. Newman and Mr. Schneider disclaim beneficial ownership as to and of such shares.

(5)Includes shares of common stock that may be purchased upon exercise of currently exercisable options, as follows:  Mr. Newman, 700,000 shares; Mr. Casner, 82,500 shares; Ms. Dunn, 55,000 shares; Mr. Mehmel, 77,500 shares; Mr. Schneider 76,250 shares; Mr. Marion, 62,500 shares, Mr. Schorer, 7,500 shares; Mr. Stapley, 41,250 shares; Mr. Bowman, 20,000 shares; Mr. Williams, 5,000 shares; Mr. Belsito, 11,550 shares; Mr. Russo, 20,000 shares; Mr. Bartlett, 6,750 shares; Mr. McNeight, 6,125 shares; Mr. Danforth 5,000 shares.

(6)Includes 4,800 shares of common stock held by Mr. Newman as custodian for his daughter, over which Mr. Newman has sole voting and investment power, and 50,000 shares of common stock the receipt of which has been deferred by Mr. Newman.

Any selling stockholder may from time to time sell under this prospectus any or all of the shares of common stock owned by it.  Because the selling stockholder is not obligated to sell any or all of the shares of common stock held by it, we cannot estimate the number of shares of common stock that the selling stockholder will beneficially own after this offering.

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PLAN OF DISTRIBUTION

The shares of common stock covered by this reoffer prospectus are being registered by us for the account of the selling stockholders.

The shares of common stock offered hereby may be sold from time to time directly by or on behalf of each selling stockholder in one or more transactions on the New York Stock Exchange or on any stock exchange on which the common stock may be listed at the time of sale, in privately negotiated transactions, or through a combination of such methods, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at fixed prices (which may be changed) or at negotiated prices.  The selling stockholder may sell shares through one or more agents, brokers or dealers or directly to purchasers.  Such brokers or dealers may receive compensation in the form of commissions, discounts or concessions from the selling stockholders and/or purchasers of the shares or both.  Such compensation as to a particular broker or dealer may be in excess of customary commissions.

In connection with their sales, a selling stockholder and any participating broker or dealer may be deemed to be “underwriters” within the meaning of the Securities Act, and any commissions they receive and the proceeds of any sale of shares may be deemed to be underwriting discounts and commissions under the Securities Act.

We are bearing all costs relating to the registration of the shares of common stock.  Any commissions or other fees payable to broker-dealers in connection with any sale of the shares will be borne by the selling stockholder or other party selling such shares.  In order to comply with certain states’ securities laws, if applicable, the shares may be sold in such jurisdictions only through registered or licensed brokers or dealers.  In certain states, the shares may not be sold unless the shares have been registered or qualified for sale in such state, or unless an exemption from registration or qualification is available and is obtained or complied with.  Sales of the shares must also be made by the selling stockholders in compliance with all other applicable state securities laws and regulations.

In addition to any shares sold hereunder, selling stockholders may sell shares of common stock in compliance with Rule 144.  There is no assurance that the selling stockholders will sell all or a portion of the common stock offered hereby.

The selling stockholders may agree to indemnify any broker-dealer or agent that participates in transactions involving sales of the shares against certain liabilities in connection with the offering of the shares arising under the Securities Act of 1933.

We have notified the selling stockholders of the need to deliver a copy of this prospectus in connection with any sale of the shares.

LEGAL MATTERS

The validity of the shares of common stock will be passed upon for us by Nina Laserson Dunn, Esq., our Executive Vice President, General Counsel and Secretary.  Ms. Dunn is a participant in the Company’s benefit plan.  As of September 30, 2004, Ms. Dunn beneficially owns 71,071 shares of our common stock, which amount includes currently exercisable options to purchase 55,000 shares of our common stock.

EXPERTS

The consolidated financial statements and schedule of DRS Technologies, Inc. and subsidiaries as of March 31, 2004 and 2003, and for each of the years in the three-year period ended March 31, 2004, have been incorporated by reference herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

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AVAILABLE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings can be read and copied at the SEC’s public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549.  We also make available on our web site (www.drs.com), free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q and Current Reports on Form 8-K, as soon as practical after we file these reports with the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room.  Our SEC filings are also available over the Internet at the SEC’s web site at http://www.sec.gov.  You may obtain a copy of any of these documents at no cost, by writing or telephoning us at the following address:

DRS Technologies, Inc

5 Sylvan Way

Parsippany, New Jersey 07054

Attention: Corporate Communications and Investor Relations

Phone: (973) 898-1500

Our common stock is listed and traded on the New York Stock Exchange under the trading symbol “DRS.” Our reports, proxy statements and other information also can be read at the offices of the NYSE, 20 Broad Street, New York, New York 10005.

You should only rely on the information included or incorporated by reference in this reoffer prospectus or any supplement.  We have not authorized anyone else to provide you with different information.  The common stock is not being offered in any state where the offer is not permitted.  You should not assume that the information in this reoffer prospectus or any supplement is accurate as of any date other than the date on the front of this reoffer prospectus.

DOCUMENTS INCORPORATED BY REFERENCE

We are incorporating by reference certain information that we have filed with the SEC under the informational requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act), which means that we disclose important information to you by referring to another document filed separately with the SEC.  The information contained in the documents we are incorporating by reference is considered to be a part of this prospectus, and the information that we later file with the SEC will automatically update and supercede the information contained or incorporated by reference in this prospectus.  Accordingly, we incorporate by reference:

•The description of our common stock, par value $.01 per share, set forth as Item 1 under the caption “Description of the Registrant’s Securities to be Registered” in the our Registration Statement on Form 8-A filed pursuant to Section 12(b) of the Exchange Act on March 21, 1996, as amended by Amendment No. 1 thereto, dated March 27, 1996, filed on March 28, 1996 and declared effective by the SEC on April 1, 1996, and any amendments or reports filed for the purpose of updating such description.

•Our Annual Report on Form 10-K for the year ended March 31, 2004, as amended on July 9, 2004.

•Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2004.

•Our Current Report on Form 8-K filed on June 14, 2004.

All documents that we subsequently file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment, which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing of such documents.  Any statement contained in a document incorporated or deemed to be incorporated by reference in this registration statement shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in this registration statement, or in any other

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subsequently filed document that also is or is deemed to be incorporated by reference in this registration statement, modifies or supersedes such prior statement.  Any statement contained in this registration statement shall be deemed to be modified or superseded to the extent that a statement contained in a subsequently filed document that is or is deemed to be incorporated by reference in this registration statement modifies or supersedes such prior statement.  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

We will provide without charge to each person to whom a reoffer prospectus is delivered, upon written or oral request by such person, a copy of any or all of the documents that have been incorporated by reference in this registration statement but not delivered with the reoffer prospectus.  Written or oral requests should be directed to:  DRS Technologies, Inc., 5 Sylvan Way, Parsippany, New Jersey 07054, telephone number: (973) 898-1500, Attention: Corporate Communications and Investor Relations.

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459,300 Shares

DRS Technologies, Inc.

Common Stock

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.Incorporation of Documents by Reference.

The following documents filed by the Registrant with the SEC under the Exchange Act are incorporated herein by reference:

(a)The Registrant’s Annual Report on Form 10-K for the year ended March 31, 2004, as amended on July 9, 2004.

(b)The Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004.

(c)The Registrant’s Current Report on Form 8-K filed on June 14, 2004.

(d)The description of the common stock, par value $.01 per share, of the Registrant set forth as Item 1 under the caption “Description of the Registrant’s Securities to be Registered” in the Registrant’s Registration Statement on Form 8-A filed pursuant to Section 12(b) of the Exchange Act on March 21, 1996, as amended by Amendment No. 1 thereto, dated March 27, 1996, filed on March 28, 1996 and declared effective by the Commission on April 1, 1996, and any amendments or reports filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to filing a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities offered hereby then remaining unsold, shall be deemed to be incorporated by reference herein and shall be deemed to be a part hereof from the date of the filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified, superseded or replaced by a statement or information contained in any other subsequently filed document incorporated herein by reference.  Any such statement so modified, superseded or replaced shall not be deemed, except as so modified, superseded or replaced, to constitute a part of this registration statement.

The Company will provide without charge to each person to whom a copy of this registration statement is delivered, upon the written or oral request of such person, a copy of any or all of the documents referred to above which have been or may be incorporated by reference herein (other than exhibits to such documents, unless such exhibits are specifically incorporated by reference in such documents).  Requests for such copies should be directed to: Corporate Communications and Investor Relations, 5 Sylvan Way, Parsippany, New Jersey 07054, (973) 898-1500.

Item 4.Description of Securities

Not Applicable.

Item 5.Interests of Named Experts and Counsel

Nina Laserson Dunn, Esq. is a participant in the Company’s Amended and Restated 1996 Omnibus Plan.  As of September 30, 2004, Nina Laserson Dunn beneficially owns 71,071 shares of the Company’s common stock, which amount includes currently exercisable options to purchase 55,000 shares of the Company’s common stock.

Item 6.Indemnification of Directors and Officers

Set forth below is a description of certain provisions of the Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), of the Company, the Amended and Restated Bylaws (the “Bylaws”) of the Company and the General Corporation Law of the State of Delaware, as such

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provisions relate to the indemnification of the directors and officers of the Company. This description is intended only as a summary and is qualified in its entirety by reference to the Certificate of Incorporation, the Bylaws, and the General Corporation Law of the State of Delaware.

The Company’s Certificate of Incorporation provides that the Company shall, to the full extent permitted by Sections 102 and 145 of the General Corporation Law of the State of Delaware, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto and eliminates the personal liability of its directors to the full extent permitted by Section 102(b)(7) of the General Corporation Law of the State of Delaware, as amended from time to time.

Section 145 of the General Corporation Law of the State of Delaware permits a corporation to indemnify its directors and officers against expenses (including attorney’s fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by them in connection with any action, suit or proceeding brought by third parties, if such directors or officers acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful.  In an action by, or in the right of, the corporation, indemnification may be made only for expenses actually and reasonably incurred by directors and officers in connection with the defense or settlement of an action or suit, and only with respect to a matter as to which they shall have acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made if such person shall have been adjudged liable to the corporation, although the court in which the action or suit was brought or the Delaware Court of Chancery may determine upon application that the defendant officers or directors are reasonably entitled to indemnity for such expenses despite such adjudication of liability.

Section 102(b)(7) of the General Corporation Law of the State of Delaware provides that a corporation may eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. No such provision shall eliminate or limit the ability of a director for any act or omission occurring prior to the date when such provision becomes effective.

Item 7.Exemption from Registration Claimed.

The securities that are to be reoffered or resold pursuant to this registration statement were issued pursuant to the Company’s Amended and Restated 1996 Omnibus Plan in transactions that were exempt from registration under the Securities Act.

Item 8.Exhibits.

The following exhibits are filed as part of this registration statement.

Exhibit No.	Description
4.1	Amended and Restated Certificate of Incorporation of DRS Technologies, Inc. (incorporated by reference to Exhibit 3.4 to Registration Statement No. 33-64641, Post-Effective Amendment No. 1 filed May 10, 1996).
4.2	Certificate of Amendment of the Amended and Restated Certificate of Incorporation of DRS Technologies, Inc. (incorporated by reference to Exhibit 3.9 to Form 8-K filed on August 14, 1997).
4.3	Certificate of Amendment to the Amended to the Amended and Restated Certificate of Incorporation DRS Technologies, Inc. (incorporated by reference to Exhibit 3.9 to Form 10-Q filed on August 14, 2001).

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4.4	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of DRS Technologies, Inc. (incorporated by reference to Registration Statement No. 333-112423, Exhibit 3.4, filed on February 2, 2004).
4.5	Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.5 of the Registrant’s Annual Report on Form 10-K, filed on June 14, 2004).
4.6	Form of Certificate of the Registrant’s Common Stock, par value $.01 per share (incorporated by reference to Exhibit 4.11 to the Registrant’s Registration Statement on Form S-8, Registration No. 333-14487).
4.7	Amended and Restated 1996 Omnibus Plan of the Registrant (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-4, Registration No. 333-112423, filed on February 2, 2004).
4.8	Form of Stock Option Agreement relating to options granted under the Amended and Restated 1996 Omnibus Plan.*
4.9	Form of Restricted Stock Unit Agreement relating to restricted stock units granted under the Amended and Restated 1996 Omnibus Plan.*
4.10	Form of Restricted Stock Agreement relating to restricted stock granted under the Amended and Restated 1996 Omnibus Plan.*
5.1	Opinion of Nina Laserson Dunn, Esq., regarding legality of the securities being registered.*
23.1	Consent of KPMG LLP.*
23.2	Consent of Nina Laserson Dunn, Esq. (included in the opinion filed as Exhibit 5.1 hereto).
24.1	Powers of Attorney of the directors and certain officers of the Registrant  (included in the signature pages to this Registration Statement).

* Filed herewith.

Item 9.Undertakings.

The undersigned registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement:

(i)  To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)  To include any material information with respect to the plan of distribution not disclosed previously in the  registration statement or any material change to such information in the registration statement;

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provided, however, that paragraphs (a)(1)(i) and (a) (1) (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Sections 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2)  That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Sections 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act), that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Parsippany, State of New Jersey, on October 26, 2004.

Date:	October 26, 2004	DRS TECHNOLOGIES, INC.
		By:	/s/ Mark S. Newman
			Name: Mark S. Newman
			Title: Chairman of the Board, President and Chief
			Executive Officer

Each person whose signature appears below authorizes Mark S. Newman or Nina Laserson Dunn, or either of them, as his attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his name and on his behalf, in any and all capacities, this Registration Statement on Form S-8 and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)) necessary or advisable to enable the Registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Name	Title	Date
/s/ Mark S. Newman	Chairman of the Board of Directors, President and Chief Executive Officer	October 26, 2004
Mark S. Newman
/s/ Richard A. Schneider	Executive Vice President and Chief Financial Officer (Principal Financial and	October 26, 2004
Richard A. Schneider	Accounting Officer)
	Director	October 26, 2004
/s/ Ira Albom
Ira Albom
	Director	October 26, 2004
/s/ Donald C. Fraser
Donald C. Fraser
	Director	October 26, 2004
/s/ William F. Heitmann
William F. Heitmann

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	Director	October 26, 2004
/s/ Steven S. Honigman
Steven S. Honigman
	Director	October 26, 2004
/s/ C. Shelton James
C. Shelton James
	Director	October 26, 2004
/s/ Mark N. Kaplan
Mark N. Kaplan
	Director	October 26, 2004
/s/ Stuart F. Platt
Stuart F. Platt
	Director	October 26, 2004
/s/ Dennis J. Reimer
Dennis J. Reimer
	Director	October 26, 2004
/s/ Eric J. Rosen
Eric J. Rosen

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Exhibit Index

4.1	Amended and Restated Certificate of Incorporation of DRS Technologies, Inc. (incorporated by reference to Exhibit 3.4 to Registration Statement No. 33-64641, Post-Effective Amendment No. 1 filed May 10, 1996).
4.2	Certificate of Amendment of the Amended and Restated Certificate of Incorporation of DRS Technologies, Inc. (incorporated by reference to Exhibit 3.9 to Form 8-K filed on August 14, 1997).
4.3	Certificate of Amendment to the Amended to the Amended and Restated Certificate of Incorporation DRS Technologies, Inc. (incorporated by reference to Exhibit 3.9 to Form 10-Q filed on August 14, 2001).
4.4	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of DRS Technologies, Inc. (incorporated by reference to Registration Statement No. 333-112423, Exhibit 3.4, filed on February 2, 2004).
4.5	Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.5 of the Registrant’s Annual Report on Form 10-K, filed on June 14, 2004).
4.6	Form of Certificate of the Registrant’s Common Stock, par value $.01 per share (incorporated by reference to Exhibit 4.11 to the Registrant’s Registration Statement on Form S-8, Registration No. 333-14487).
4.7	Amended and Restated 1996 Omnibus Plan of the Registrant (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-4, Registration No. 333-112423, filed on February 2, 2004).
4.8	Form of Stock Option Agreement relating to options granted under the Amended and Restated 1996 Omnibus Plan.*
4.9	Form of Restricted Stock Unit Agreement relating to restricted stock units granted under the Amended and Restated 1996 Omnibus Plan.*
4.10	Form of Restricted Stock Agreement relating to restricted stock granted under the Amended and Restated 1996 Omnibus Plan.*
5.1	Opinion of Nina Laserson Dunn, Esq., regarding legality of the securities being registered.*
23.1	Consent of KPMG LLP.*
23.2	Consent of Nina Laserson Dunn, Esq. (included in the opinion filed as Exhibit 5.1 hereto).
24.1	Powers of Attorney of the directors and certain officers of the Registrant  (included in the signature pages to this Registration Statement).

* Filed herewith.

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EX-4.8

Exhibit 4.8

FORM OF STOCK OPTION AGREEMENT

AGREEMENT dated as of the                day of                         , 2004, between DRS Technologies, Inc. (the “Company”) and «Name» (the “Participant”).

WITNESSETH

In consideration of the mutual promises and covenants made herein and the mutual benefits to be derived herefrom, the parties hereto agree as follows:

1.Definitions.

Capitalized terms used but not defined herein shall have the meaning set forth in the DRS Technologies, Inc. 1996 Omnibus Plan (the “Plan”).

2.Grant of Options.

Subject to the provisions of this Agreement and the provisions of the Plan, the Company hereby grants to the Participant, pursuant to the Plan, the right and option (the “Options”) to purchase all or any part of the number of shares of common stock, par value $.0l per share (“Company Stock”), of the Company set forth on Schedule A at the price per share and on the other terms set forth on Schedule A.

3.Vesting and Exercisability of Options.

The Options shall vest and become exercisable in accordance with the vesting schedule set forth on Schedule A, provided that no Partial Exercise of an Option shall be for an aggregate exercise price of less than $1,000.

4.Method of Exercise of the Options.

(a)   The Options which are then vested and exercisable shall be exercisable by delivery to the Company of a written notice, to the attention of the Company’s Secretary, specifying the number of shares of Company Stock with respect to which the Option is being exercised and the effective date of the proposed exercise.

Such notice must be signed by the Participant or other person then having the right to exercise the Option.

(b)   The exercise price shall be paid by one or a combination of the following means: (i) in cash or by personal check, certified check, bank cashier’s check or wire transfer; (ii) subject

to the approval of the Committee, in shares of Company Stock owned by the Participant for at least six months prior to the date of exercise and valued at their Fair Market Value on the effective date of such exercise; or (iii) by such other provision as the Committee may from time to time authorize. Any payment in shares of Company Stock shall be effected by the delivery of such shares to the Secretary of the Company, duly endorsed in blank or accompanied by stock powers duly executed in blank, together with any other documents and evidences as the Secretary of the Company shall require.

5.Termination of Employment or Service.

(a)Unless otherwise provided on Schedule A, in the event that the employment of a Participant with the Company shall terminate for any reason other than Cause, Disability or Death, (i) Options granted to such Participant, to the extent that they are exercisable at the time of such termination, shall remain exercisable until the date that is three months after such termination, on which date they shall expire, and (ii) Options granted to such Participant, to the extent that they were not exercisable at the time of such termination, shall expire at the close of business on the date of such termination. This three-month period described shall be extended to one year from the date of such termination in the event of the Participant’s death during such three month period. Notwithstanding the foregoing, no Option shall be exercisable after the expiration of its term.

(b)Unless otherwise provided on Sched­ule A, in the event that the employment of a Participant with the Company shall terminate on account of the Dis­ability or Death of the Participant, (i) Options granted to such Participant, to the extent that they were exer­cisable at the time of such termination, shall remain exercisable until the first anniversary of such termina­tion, on which date they shall expire, and (ii) Options granted to such Participant, to the extent that they were not exercisable at the time of such termination, shall expire at the close of business on the date of such ter­mination; provided, however, that no Option shall be exercisable after the expiration of its term.

(c)In the event of the termination of a Participant’s employment for Cause, all outstanding Options granted to such Participant shall expire at the commencement of business on the date of such termination.

6.Transferability of Options.

(a)During a Participant’s lifetime, the Committee may permit the transfer, assignment or other encumbrance of an outstanding Option unless (y) such Option is an Incentive Stock Option

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and the Committee and the Participant intends that it shall retain such status, or (z) such Option is meant to qualify for the exemptions available under Rule 16b-3, nontransferability is necessary under Rule lGb-3 in order for the award to so quali­fy and the Committee and the Participant intend that it shall continue to so qualify. Subject to any conditions set forth on Schedule A, a Participant may, upon provid­ing written notice to the Secretary of the Company, elect to transfer any or all Options granted to such Partici­pant pursuant to the Plan to members of his or her imme­diate family, including, but not limited to, children, grandchildren and spouse or to trusts for the benefit of such immediate family members or to partnerships in which such family members are the only partners; provided, however, that no such transfer by any Participant may be made in exchange for consideration.

(b)Upon the death of a Participant, outstanding Options granted to such Participant may be exercised only by the executor or administrator of the Participant’s estate or by a person who shall have acquired the right to such exercise by will or by the laws of descent and distribution. No transfer of an Option by will or the laws of descent and distribution shall be effective to bind the Company unless the Committee shall have been furnished with (a) written notice thereof and with a copy of the will and/or such evidence as the Committee may deem necessary to establish the validity of the transfer and (b) an agreement by the transferee to

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comply with all the terms and conditions of the Option that are or would have been applicable to the Participant and to be bound by the acknowledgements made by the Participant in connection with the grant of the Option.

7.Other Restrictions.

(a)Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Company Stock pursuant to the Plan unless and until the Company is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of gov­ernmental authority and the requirements of any securi­ties exchange on which shares of Company Stock are trad­ed. The Committee may require, as a condition of the issuance and delivery of certificates evidencing shares of Company Stock pursuant to the Plan, that the recipient of such shares make such agreements and representations, and that such certificates bear such legends, as the Committee, in its sole discretion, deems necessary or desirable.

(b)The transfer of any shares of Company Stock hereunder shall be effective only at such time as counsel to the Company shall have determined that the issuance and delivery of such shares is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Company Stock are traded. The Com­mittee may, in its sole discretion, defer the effective­ness of any transfer of shares of Company Stock hereunder in order to allow the issuance of such shares to be made pursuant to registration or an exemption from registra­tion or other methods for compliance available under federal or state securities laws. The Committee shall inform the Participant in writing of its decision to defer the effectiveness of a transfer. During the period of such deferral in connection with the exercise of an Option, the Participant may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect thereto.

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8.Taxes and Withholdings.

Whenever shares of Company Stock are to be delivered pursuant to the exercise of an Option, the Company shall have the right to require the Participant to remit to the Company in cash an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. With the approval of the Committee, a Participant may satisfy the foregoing requirement by electing to have the Company withhold from delivery shares of Company Stock having a value equal to the amount of tax to be withheld. Such shares shall be valued at their Fair Market Value on the date of which the amount of tax to be withheld is determined. Frac­tional share amounts will be settled in cash. Such a withholding election may be made with respect to all or any portion of the shares to be delivered pursuant to the exercise of an Option.

9.Notices.

(a)Any notice to be given under the terms of this Agreement shall be in writing and addressed to the Company at 5 Sylvan Way, Parsippany, New Jersey 07054; Attention: Corporate Secretary and to the Pa­rticipant at the address set forth on Schedule A or at such other address as either party may hereafter desig­nate in writing to the other by like notice.

(b)The Participant hereby agrees to notify the Company within ten days of any dispositions of shares of Company Stock issued pursuant to the exercise of Incentive Stock Options under the Plan which consti­tute “disqualifying dispositions” within the meaning of Section 421(b) of the Code (or any successor provision thereto).

10.Effect of Agreement.

Except as otherwise provided hereunder, this Agreement shall be binding upon and shall inure to the benefit of any successor or successors of the Compa­ny.

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11.Conflicts and Interpretation.

In the event of any ambiguity in this Agreement, any term which is not defined in this Agreement or any matters as to which this Agreement is silent, the Plan (which is incorporated herein by reference) shall govern.

12.Amendment.

This Agreement may not be amended in any manner which adversely affects the rights of the Participant except by an instrument in writing signed by both parties hereto. The waiver by either party of compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement or of any subsequent breach by such party of a provision of this Agreement.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by a duly authorized officer and the Participant has hereunto set the Participant’s hand.

	DRS Technologies, Inc.
		By:
			Richard A. Schneider
			Executive Vice President/CFO
Participant

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EX-4.9

Exhibit 4.9

DRS TECHNOLOGIES, INC.

1996 OMNIBUS PLAN

FORM OF RESTRICTED STOCK UNIT AGREEMENT

RESTRICTED STOCK UNIT AGREEMENT, made as of the date set forth on the Notice of Grant of Restricted Stock Units, attached hereto as Schedule A (the “Notice”), by and between DRS Technologies, Inc., a Delaware corporation (the “Company”), pursuant to the DRS Technologies, Inc. 1996 Omnibus Plan (as amended, the “Plan”) and the employee or director of the Company named on the Notice (the “Participant”).  Except as otherwise expressly set forth herein, any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan.

WHEREAS, the Committee has granted (as of the Issue Date as specified on the Notice) to the Participant the Restricted Stock Units as set forth in the Notice.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto have agreed and do hereby agree as follows:

1.Grant of Award.  Pursuant to Section 13 of the Plan, the Company grants to the Participant, subject to the terms and conditions of the Plan and subject further to the terms and conditions set forth herein, the number of Restricted Stock Units as shown on the Notice.

2.  Vesting.  The Notice shall set forth the Issue Date.  The Restricted Stock Units granted to the Participant shall vest on the third anniversary of the Issue Date (the “Vesting Date”), provided, however, that no vesting shall occur after the termination of the Participant’s employment or service with the Company for any reason.

3.Restrictions on Transfer.  Prior to the Vesting Date, no transfer of the Participant’s rights with respect to Restricted Stock Units, whether voluntary or involuntary, by operation of law or otherwise, shall be permitted.  Immediately upon any attempt to transfer such rights, such Restricted Stock Units, and all of the rights related thereto, shall be forfeited by the Participant.

4.Account.  The Company shall establish a Restricted Stock Unit account on its books, in the name of the Participant, and shall credit to such account the number of Restricted Stock Units granted to Participant pursuant to this Agreement.

5.No Rights as a Stockholder.  The Participant shall not have any rights as a stockholder with respect to any shares of Company Stock covered by or relating to a grant of Restricted Stock Units until the date of distribution of shares of Company Stock, as described in Section 7 below.

6.Dividends.  If a dividend is paid on the Company Stock, the Participant shall be entitled to receive, with respect to each Restricted Stock Unit, whether or not the Restricted Stock Units have vested, an immediate payment (in cash or shares as applicable) equal to such dividend.

7.Consequences of Vesting.  Upon the vesting of a Restricted Stock Unit pursuant to the terms hereof, the Participant will be entitled to receive, as soon as practicable thereafter, a distribution of a number of shares of Company Stock that is equal in number to the aggregate number of vested Restricted Stock Units then credited to the Participant’s account.

8.Approvals.  No shares of Company Stock shall be issued under this Agreement unless and until all legal requirements applicable to the issuance of such shares have been complied with to the satisfaction of the Committee.  The Committee shall have the right to require the Participant to agree in writing to comply with such restrictions on the disposition shares issued under this Agreement as the Committee deems necessary or advisable to comply with any applicable law or regulation.

9.Change in Control.  Upon the occurrence of a Change in Control, all Restricted Stock Units granted pursuant to this Agreement shall immediately vest and the Participant shall be entitled to receive a number of shares of Company Stock in accordance with Section 7 above.

10.Effect of Termination of Employment or Service.  Upon the termination of the Participant’s employment or service for any reason, any and all Restricted Stock Units which have not vested as of the date of such termination shall immediately be forfeited by the Participant.  Notwithstanding the foregoing, the Committee may, in its sole discretion, decide not to terminate the Participant’s rights in such Restricted Stock Units.

11.Taxes.  The Participant shall pay to the Company promptly upon request, and in any event at the time the Participant recognizes taxable income in respect to the Restricted Stock Units, an amount equal to all applicable taxes the Company determines it is required to withhold under applicable tax laws with respect to the Restricted Stock Units.  With the approval of the Committee, the Participant may satisfy the foregoing requirement by electing to have the Company withhold from delivery shares of Company Stock having a value equal to the minimum amount of tax to be withheld.  Such shares shall be valued at their Fair Market Value on the Tax Date.  Fractional share amounts shall be settled in cash.  Such a withholding election may be made with respect to all or any portion of the shares to be delivered pursuant to a grant of Restricted Stock Units.  The Participant understands that the Participant (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by this Agreement.

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12.Compliance with Law and Regulations.  The Restricted Stock Units granted pursuant to this Agreement, and any obligation of the Company hereunder, shall be subject to all applicable federal, state and local laws, rules and regulations and to such approvals by any government or regulatory agency as may be required.

13.Incorporation of Plan.  This Agreement is made under the provisions of the Plan (which is incorporated herein by reference) and shall be interpreted in a manner consistent with the Plan.  To the extent that this Agreement is silent with respect to, or in any way inconsistent with, the terms of the Plan, the provisions of the Plan shall govern and this Agreement shall be deemed to be modified accordingly.

14.Notices.  Any notices required or permitted hereunder shall be addressed to the Company, at 5 Sylvan Way, Parsippany, New Jersey 07054, or to the Participant at the address then on record with the Company, as the case may be, and deposited, postage prepaid, in the United States mail.  Either party may, by notice to the other given in the manner aforesaid, change his/her or its address for future notices.

15.Binding Agreement; Successors.  This Agreement shall bind and inure to the benefit of the Company, its successors and assigns, and the Participant and the Participant’s personal representatives and beneficiaries.

16.Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.  The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon all Persons.

17.Amendment.  This Agreement may be amended or modified by the Company at any time; provided that notice is provided to the Participant in accordance with Section 14.  No amendment or modification may, without the consent of the Participant, reduce the Participant’s rights as provided herein.

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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its officer thereunder duly authorized and the Participant has hereunto set his hand, all as of the day and year set forth below.

DRS TECHNOLOGIES, INC.

Name:

Title:

The undersigned hereby acknowledges having read this Agreement and the Plan and hereby agrees to be bound by all provisions set forth herein and in the Plan.

Participant Date

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SCHEDULE A

DRS TECHNOLOGIES, INC.

1996 OMNIBUS PLAN

Notice of Grant of Restricted Stock Units

Identification

Name of Participant:

Address of Participant:

Date of Restricted Stock Unit Agreement:

Restricted Stock Granted

Number of Restricted Stock Units:

Issue Date:

Vesting Date:

[Performance-Based Vesting:]

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EX-4.10

Exhibit 4.10

DRS TECHNOLOGIES, INC.

1996 OMNIBUS PLAN

FORM OF RESTRICTED STOCK AGREEMENT

RESTRICTED STOCK AGREEMENT, made as of the date set forth on the Notice of Grant of Restricted Stock, attached hereto as Schedule A (the “Notice”), by and between DRS Technologies, Inc., a Delaware corporation (the “Company”), pursuant to the DRS Technologies, Inc. 1996 Omnibus Plan (as amended, the “Plan”) and the employee or director of the Company named on the Notice (the “Participant”).  Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan.

WHEREAS, the Committee has granted (as of the Issue Date as specified on the Notice) to the Participant the shares of Restricted Stock as set forth in the Notice.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto have agreed and do hereby agree as follows:

1.Grant of Award.  Pursuant to Section 10 of the Plan, the Company grants to the Participant, subject to the terms and conditions of the Plan and subject further to the terms and conditions set forth herein, the number of shares of Restricted Stock as shown on the Notice.

2.  Vesting.  The Notice shall set forth the Issue Date.  The shares of Restricted Stock granted to the Participant shall vest on the third anniversary of the Issue Date (the “Vesting Date”), provided that, as of the Vesting Date, the Participant has not incurred a termination of employment or service with the Company.  No vesting shall occur after the termination of the Participant’s employment or service with the Company for any reason.

3.Restrictions on Transfer.  Prior to the vesting of a share of Restricted Stock, no transfer of the Participant’s rights with respect to such share, whether voluntary or involuntary, by operation of law or otherwise, shall be permitted.  Immediately upon any attempt to transfer such rights, such share, and all of the rights related thereto, shall be forfeited by the Participant.

4.Issuance of Certificate.  Reasonably promptly after the Issue Date, the Company shall cause to be issued a stock certificate, registered in the name of the Participant evidencing the shares of Restricted Stock granted hereby; provided that the Company shall not cause such a stock certificate to be issued unless it has received a stock power duly endorsed in blank with respect to such shares. Each such stock certificate shall bear the following legend:

THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE PROVISIONS AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE DRS TECHNOLOGIES, INC. 1996 OMNIBUS PLAN, AS AMENDED, AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF SUCH SHARES AND DRS. A COPY OF THE PLAN AND AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF DRS, 5 SYLVAN WAY, PARSIPPANY, NEW JERSEY 07054.

Such legend shall not be removed until such shares vest pursuant to the terms hereof.  Each certificate issued pursuant to this Section 4, together with the stock powers relating to the shares of Restricted Stock evidenced by such certificate, shall be held by the Company unless the Committee determines otherwise.

5.No Rights as a Stockholder.  The Participant shall not have any rights as a stockholder with respect to any shares of Company Stock covered by or relating to a grant of Restricted Stock until the date of issuance of a stock certificate with respect to such shares.  Upon the issuance of the certificate, as described in Section 4 above, the Participant shall have all of the rights of a stockholder with respect to the shares of Restricted Stock, including the right to vote on all matters with respect to which the stockholders of the Company have the right to vote and the right to receive dividends thereon.

6.Dividends.  Any dividends paid on shares of Restricted Stock shall be paid out to the Participant immediately, whether or not the Restricted Stock has vested.

7.Consequences of Vesting.  Upon the vesting of a share of Restricted Stock pursuant to the terms hereof, the restrictions set forth in Section 3, as well as any additional restrictions set forth on the Notice, shall lapse with respect to such share. Reasonably promptly after a share of Restricted Stock vests, the Company shall cause to be delivered to the Participant a certificate evidencing such share, free of the legend set forth in Section 4.

8.Approvals.  No shares of Company Stock shall be issued under this Agreement unless and until all legal requirements applicable to the issuance of such shares have been complied with to the satisfaction of the Committee.  The Committee shall have the right to condition any issuance of shares to the Participant on the Participant’s undertaking in writing to comply with such restrictions on the subsequent disposition of such shares as the Committee shall deemed necessary or advisable as a result of any applicable law or regulation.

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9.Change in Control.  Upon the occurrence of a Change in Control, all outstanding shares of Restricted Stock granted pursuant to this Agreement shall immediately vest and all restrictions on such shares shall immediately lapse.

10.Effect of Termination of Employment or Service other than for Cause.  Upon the termination of the Participant’s employment or service for any reason other than Cause, any and all shares to which restrictions on transferability apply shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company.  Notwithstanding the foregoing, the Committee may, in its sole discretion, decide not to terminate the Participant’s rights in such shares and the Participant shall continue to be the owner of such shares.  If the Committee elects not to terminate the Participant’s rights in the Restricted Stock, the Committee will notify the Participant within thirty (30) days after the Participant’s termination of employment or service with the Company and will set forth the restrictions that will apply to the Participant’s continued ownership of the Restricted Stock.  In the event of a forfeiture of shares pursuant to this section, the Company shall repay to the Participant (or the Participant’s estate) any amount paid by the Participant for such shares.  In the event that the Company requires a return of shares, it shall also have the right to require the return of all dividends paid on such shares, whether by termination of any escrow arrangement under which such dividends are held or otherwise.

11.Effect of Termination of Employment or Service for Cause.  If the employment or service of the Participant is terminated by the Company for Cause, all shares of Restricted Stock granted to such Participant which have not vested as of the date of such termination shall immediately be returned to the Company, together with any dividends paid on such shares, in return for which the Company shall repay to the Participant any amount paid by the Participant for such shares.

12.Taxes.  The Participant shall pay to the Company promptly upon request, and in any event at the time the Participant recognizes taxable income in respect to the shares of Restricted Stock (or, if the Participant makes an election under Section 83(b) of the Code in connection with such grant, on or about the date of grant), an amount equal to the federal, state and/or local taxes the Company determines it is required to withhold under applicable tax laws with respect to the shares of Restricted Stock.  With the approval of the Committee, the Participant may satisfy the foregoing requirement by electing to have the Company withhold from delivery shares of Company Stock having a value equal to the minimum amount of tax to be withheld.  Such shares shall be valued at their Fair Market Value on the Tax Date.  Fractional share amounts shall be settled in cash. Such a withholding election may be made with respect to all or any portion of the shares to be delivered pursuant to a grant of Restricted Stock.  The Participant understands that the Participant (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by this Restricted Stock Agreement.

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THE PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, IN THE EVENT THAT THE PARTICIPANT DESIRES TO MAKE THE ELECTION.

13.Compliance with Law and Regulations.  The Restricted Stock granted pursuant to this Agreement, and any obligation of the Company hereunder, shall be subject to all applicable federal, state and local laws, rules and regulations and to such approvals by any government or regulatory agency as may be required.

14.Incorporation of Plan.  This Agreement is made under the provisions of the Plan (which is incorporated herein by reference) and shall be interpreted in a manner consistent  with it.  To the extent that this Agreement is silent with respect to, or in any way inconsistent with, the terms of the Plan, the provisions of the Plan shall govern and this Agreement shall be deemed to be modified accordingly.

15.Notices.  Any notices required or permitted hereunder shall be addressed to the Company, at 5 Sylvan Way, Parsippany, New Jersey 07054, or to the Participant at the address then on record with the Company, as the case may be, and deposited, postage prepaid, in the United States mail.  Either party may, by notice to the other given in the manner aforesaid, change his/her or its address for future notices.

16.Binding Agreement; Successors.  This Agreement shall bind and inure to the benefit of the Company, its successors and assigns, and the Participant and the Participant’s personal representatives and beneficiaries.

17.Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.  The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon all Persons.

18.Amendment.  This Agreement may be amended or modified by the Company at any time; provided that notice is provided to the Participant in accordance with Section 15; and provided further that no amendment or modification that is adverse to the rights of the Participant as provided by this Agreement shall be effective unless set forth in a writing signed by the parties hereto.

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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its officer thereunder duly authorized and the Participant has hereunto set his hand, all as of the day and year set forth below.

DRS TECHNOLOGIES, INC.

Name:

Title:

The undersigned hereby acknowledges having read this Agreement and the Plan and hereby agrees to be bound by all provisions set forth herein and in the Plan.

Participant Date

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SCHEDULE A

DRS TECHNOLOGIES, INC.

1996 OMNIBUS PLAN

Notice of Grant of Restricted Stock

Identification

Name of Participant:

Address of Participant:

Participant’s Social Security Number:

Date of Restricted Stock Agreement:

Restricted Stock Granted

Number of shares of Restricted Stock:

Issue Date:

Vesting Date:

[Performance-Based Vesting:]

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EX-5.1

Exhibit 5.1

[DRS LETTERHEAD]

October 26, 2004

DRS Technologies, Inc.

5 Sylvan Way

Parsippany, New Jersey 07054

Ladies and Gentlemen:

I am General Counsel to DRS Technologies, Inc., a Delaware corporation (the “Company”), and, as such, have acted as counsel to the Company in connection with the preparation and filing of a Registration Statement on Form S-8 to be filed by the Company with the Securities and Exchange Commission (the “Commission”) for the registration under the Securities Act of 1933, as amended (the “Securities Act”), of an additional 2,000,000 shares (subject to adjustment) (the “Shares”) of common stock of the Company, par value $.01 per share (the “Common Stock”), that were issued or may be issued pursuant to grants under the Company’s Amended and Restated 1996 Omnibus Plan (the “Plan”).

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

In rendering the opinion set forth herein, I have examined and relied on originals or copies, certified or otherwise identified to my satisfaction, of:

(i)the Plan, as approved by the Board of Directors of the Company on November 6, 2003 and approved by the Company’s stockholders at the January 22, 2004 Special Meeting of Stockholders;

(ii)the Registration Statement on Form S-8, to be filed by the Company on the date hereof with the Commission, with respect to the Shares (the “Registration Statement”);

(iii)the documents filed by the Company pursuant to the Securities Exchange Act of 1934, as amended, and incorporated by reference into the Registration Statement as of the date of the Registration Statement (collectively, the “Incorporated Documents”);

(iv)the Amended and Restated Certificate of Incorporation of the Company, as amended to date and currently in effect;

(v)the Amended and Restated Bylaws of the Company, as amended to date and currently in effect;

(vi)certain resolutions of the Board of Directors of the Company relating to the Shares, the approval of the Plan and the filing of the Registration Statement;

(vii)certain resolutions of the stockholders of the Company relating to the approval of the Plan; and

(viii)specimen certificate evidencing the Common Stock.

I have also examined originals or copies, certified or otherwise identified to my satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others, and such other documents as I have deemed necessary or appropriate as a basis for the opinions set forth below.

In my examination, I have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as facsimile, electronic, certified or photostatic copies and the authenticity of the originals of such copies.  In making my examination of executed documents, I have assumed that the parties thereto, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties.  As to any facts material to the opinion expressed herein that I did not independently establish or verify, I have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.

I am admitted to the Bars of the States of New Jersey and New York and express no opinion regarding the laws of any other jurisdiction, other than the General Corporation Law of the State of Delaware and the laws of the United States of America to the extent specifically referred to herein.

Based upon and subject to the foregoing, I am of the opinion that the Shares issued pursuant to the Plan as of the date hereof are duly authorized, validly issued, fully paid and nonassessable, and any Shares that may be issued in the future pursuant to the Plan have been duly authorized and, assuming the conformity of the certificates representing the Shares to the form of specimen certificate examined by me and the due execution and delivery of such certificates, such Shares, when issued, delivered and paid for in accordance with the terms and conditions of the Plan, will be validly issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement.  In giving this consent, I do not hereby admit that I am included in the

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category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Nina Laserson Dunn

Nina Laserson Dunn, Esq.

Executive Vice President, General Counsel and
Secretary DRS Technologies, Inc.

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EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors,

DRS Technologies, Inc.:

We consent to the use of our report dated May 25, 2004, with respect to the consolidated balance sheets of DRS Technologies, Inc. and subsidiaries as of March 31, 2004 and 2003, and the related consolidated statements of earnings, stockholders’ equity and comprehensive earnings, and cash flows for each of the years in the three-year period ended March 31, 2004, and the related consolidated financial statement schedule, incorporated herein by reference and to the reference to our firm under the heading “Experts” in the reoffer prospectus.

/s/ KPMG LLP

Short Hills, New Jersey

October 25, 2004