8-K

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 ___________________________________________________________________

FORM 8-K

 CURRENT REPORT

 Pursuant to section 13 or 15(d) of

 the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):October 23,2008 (October 22,2008)

DRS TECHNOLOGIES, INC.

 (Exact name of registrant as specified in its charter)

Delaware	1-08533	13-2632319
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)
5 Sylvan Way, Parsippany, New Jersey 07054
(Address of principal executive offices)

(973) 898-1500

 (Registrant’s telephone number, including area code)

Not Applicable

 (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

___________________________________________________________________

Item 1.01     Entry into a Material Definitive Agreement

DRS Technologies, Inc. (the “Company”) entered into a fourth supplemental indenture, dated as of October 22, 2008 (the "Fourth Supplemental Indenture"), to the indenture, dated as of January 31, 2006 as supplemented by a supplemental indenture, dated as of February 8, 2006, a second supplemental indenture, dated as of February 13, 2006, and a third supplemental indenture, dated as of February 20, 2007 (together, the "Indenture"), among the Company, the Guarantors (as defined therein), and the Bank of New York Mellon (f/k/a The Bank of New York), as trustee (the "Trustee"), pursuant to which the Company's 2.00% Convertible Senior Notes due 2026 were issued (the "Notes").  The Fourth Supplemental Indenture provides that, as of the effective date of the Merger (as defined below), each $1,000 aggregate principal amount of Notes surrendered for conversion will be convertible solely into cash, in an amount equal to the product of (x) $81.00, and (y) a number equal to the conversion rate immediately prior to the effective date as increased in accordance with Section 12.2(e) of the Indenture, subject to adjustment on the same terms as provided in Article XII of the Indenture.

The foregoing description of the Fourth Supplemental Indenture is not complete and is qualified in its entirety by reference to the full text of the Fourth Supplemental Indenture, a copy of which is filed as Exhibit 10.1 to this Form 8-K and is incorporated by reference herein.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On October 22, 2008, pursuant to a definitive merger agreement dated May 12, 2008 (the “Merger Agreement”) among the Company, Finmeccanica - Societá per azioni, a societá per azioni organized under the laws of Italy ("Finmeccanica") and Dragon Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), Sub merged with and into the Company (the “Merger”).  The Company survived the Merger and, as a result, became a wholly-owned subsidiary of Meccanica Holdings USA, Inc. ("Holdings"), a Delaware corporation and wholly-owned subsidiary of Finmeccanica.

In connection with the closing of the Merger pursuant to the Merger Agreement, the Company has notified the New York Stock Exchange that each share of the Company’s common stock, $0.01 par value per share (the “DRS Common Stock”), has been converted into the right to receive $81.00 in cash, without interest, and has requested that the New York Stock Exchange file with the Securities and Exchange Commission (the “SEC”) an application on Form 25 to strike the DRS Common Stock from listing and registration thereon. In addition, the Company filed with the SEC on October 22, 2008 a Certification on Form 15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requesting that the DRS Common Stock be deregistered and that DRS’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.

Item 5.01. Changes in Control of Registrant.

On October 22, 2008, pursuant to the Merger Agreement, Sub merged with and into the Company.  Under the terms of the Merger Agreement, each share of DRS Common Stock outstanding at the effective time of the Merger was cancelled and converted into the right to receive $81.00 in cash, without interest.  The Company survived the Merger and, as a result, became a wholly-owned subsidiary of Holdings.

Item 5.02  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

(d)  Pursuant to the Merger Agreement, at the effective time of the Merger, the Board of Directors of Sub became the Board of Directors of the Company.  All of the members of the Board of Directors of the Company immediately prior to the effective time of the Merger were also members of the Board of Directors of Sub at the effective time of the Merger and therefore remain directors of the Company.  In addition, Simone Bemporad, Giuseppe Giordo and Giovanni Soccodato were members of the Board of Directors of Sub at the effective time of the Merger and became directors of the Company at such time.

The Company expects to enter into an arrangement with each director who is not an employee of any company within the Finmeccanica Group, including the Company, that will entitle him to cash compensation for his service on the Board of Directors.  The details of these arrangements have not yet been determined.

1.  Mr. Bemporad.  Mr. Bemporad is Chief Executive Officer of Finmeccanica North America Inc., a wholly-owned subsidiary of Finmeccanica, and President of Holdings, the parent company of the Company and a wholly-owned subsidiary of Finmeccanica.  Mr. Bemporad’s membership on any committees of the Board of Directors has not yet been determined.

2.  Mr. Giordo.  Mr. Giordo is Chief Executive Officer of Alenia North America, Inc., a wholly-owned subsidiary of Finmeccanica.  Mr. Giordo also holds positions in other companies within the Finmeccanica Group.  Mr. Giordo’s membership on any committees of the Board of Directors has not yet been determined.

3.  Mr. Soccodato.  Mr. Soccodato is Senior Vice President, Strategy Department, of Finmeccanica.  Mr. Soccodato also holds positions in other companies within the Finmeccanica Group.  Mr. Soccodato’s membership on any committees of the Board of Directors has not yet been determined.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, at the effective time of the Merger, the Bylaws of the Company, as in effect immediately prior to the effective time of the Merger, were amended and restated in their entirety.

A copy of the Amended and Restated Bylaws of the Company is filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 8.01 Other Items

On October 22, 2008, the Company issued a press release announcing the completion of the Merger, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01     Financial Statements and Exhibits.

(d)  Exhibits

The following items are included as exhibits to this report:

Exhibit No.	Description
3.1	Amended and Restated Bylaws of DRS Technologies, Inc., dated October 22, 2008.
10.1	Fourth Supplemental Indenture, dated as of October 22, 2008.
99.1	Press Release of DRS Technologies, Inc., dated October 22, 2008.

___________________________________________________________________

DRS TECHNOLOGIES, INC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		DRS TECHNOLOGIES, INC.
		(Registrant)
Date:	October 23, 2008	By:
		/s/ RICHARD A. SCHNEIDER
		Richard A. Schneider
		Executive Vice President, Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.	Description
3.1	Amended and Restated Bylaws of DRS Technologies, Inc., dated October 22, 2008.
10.1	Fourth Supplemental Indenture, dated as of October 22, 2008.
99.1	Press Release of DRS Technologies, Inc., dated October 22, 2008.

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED BYLAWS

of

DRS TECHNOLOGIES, INC.

(hereinafter, the “Corporation”)

ARTICLE I

OFFICES

Section 1.   Registered Office.  The registered office of the Corporation in the State of Delaware, as set forth in the Certificate of Incorporation, shall be established and maintained at Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808.  The name of the registered agent of the Corporation at such address shall be Corporation Service Company.

Section 2.   Other Offices.  The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine.

ARTICLE II

MEETING OF STOCKHOLDERS

Section 1.   Place of Meetings.  Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.   Annual Meetings.  The Annual Meeting of Stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meeting the stockholders shall elect a Board of Directors by a plurality vote, and transact such other business as may properly be brought before the meeting.

Section 3.   Special Meetings.  Special Meetings of Stockholders, for any purpose or purposes, may be called by the President, and shall be called by the President at the request in writing of a majority of the Board of Directors.  Such request shall state the purpose or purposes of the proposed meeting.

Section 4.   Notice of Meetings.  Written notice of an Annual Meeting or Special Meeting stating the place, date, and hour of the meeting and in the case of a Special Meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting.

Section 5.   Quorum.  Except as otherwise provided by law or by the Certificate of Incorporation, the holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business.  If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.

Section 6.   Voting.  Any questions brought before any meeting of stockholders shall be decided by a majority vote of the number of shares entitled to vote, present in person or represented by proxy.  Such votes may be cast in person or by proxy, but no proxy shall be voted on or after three years from its date, unless such proxy provides for a longer period.

Section 7.   Action by Consent.  Any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1.   Number and Election of Directors.  The number of directors that shall constitute the Board of Directors shall be not less than one nor more than fifteen.  The initial directors shall be determined by resolution of the sole incorporator of the Corporation or the Board of Directors, as the case may be.  Thereafter, within the limits specified above, the number of directors shall be determined by the stockholders.  Except as provided in Section 2 of this Article, directors shall be elected by a plurality of the votes cast at Annual Meetings of Stockholders, and each director so elected shall hold office until the next Annual Meeting and until his successor is duly elected and qualified, or until his earlier resignation or removal.

Section 2.   Vacancies.  Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a plurality of the votes cast at Special Meetings of Stockholders, and the directors so chosen shall hold office until the

next annual election and until their successors are duly elected and qualified, or until their earlier resignation or removal.

Section 3.   Committees.  The Board of Directors may designate one or more committees, which committees shall, to the extent provided in the resolution of the Board of Directors establishing such a committee, have all authority and may exercise all the powers of the Board of Directors in the management of the business and affairs of the Corporation to the extent lawful under the General Corporation Law of the State of Delaware.

Section 4.   Duties and Powers.  The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 5.   Meetings.  The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware.  Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors.  Special meetings of the Board of Directors may be called by the President or any one director with one day’s notice to each director, either personally or by mail, telephone or facsimile transmission.

Section 6.   Quorum; Board Action.  Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these Bylaws, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and the act of a majority of the entire Board of Directors shall be the act of the Board of Directors.  If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 7.   Actions of Board.  Unless otherwise provided by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing.

Section 8.   Participation Other Than in Person.  Members of the Board of Directors or any committee designated by the Board of Directors may participate in a Board of Directors or committee meeting by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at the meeting.

Section 9.   Compensation.  The Corporation shall reimburse the reasonable expenses incurred by members of the Board of Directors in connection with attendance at meetings of the Board of Directors and of any committee on which such member serves; provided, that the foregoing shall not preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 10. Removal.  Unless otherwise restricted by the Certificate of Incorporation or by law, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

OFFICERS

The officers of the Corporation shall consist of a President and a Secretary and such other additional officers with such titles as the Board of Directors shall determine, all of whom shall be chosen by and shall serve at the pleasure of the Board of Directors.  Such officers shall have the usual powers and shall perform all the usual duties incident to their respective offices.  All officers shall be subject to the supervision and direction of the Board of Directors.  The authority, duties or responsibilities of any officer of the Corporation may be suspended by the President with or without cause.  Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause.

ARTICLE V

STOCK CERTIFICATES AND THEIR TRANSFER

Section 1.   Stock Certificates.  Every holder of stock in the Corporation shall be entitled to have a certificate certifying the number of shares of the Corporation owned by such holder.  Such certificates shall be in such form (consistent with applicable law and the Certificate of Incorporation) as shall be determined by the Board of Directors.  All certificates for shares shall be consecutively numbered or otherwise identified.  The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation.  All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed, stolen, or mutilated certificate a new one may be issued therefor on such terms and indemnity to the Corporation as the Board of Directors may prescribe.

Section 2.   Registered Stockholders.  A record of the name and address of the holder of each certificate, the number of shares represented thereby and the date of issue thereof shall be made on the Corporation’s books.  The Corporation shall be entitled to recognize the exclusive right of a person registered on its records as the owner of shares of stock to receive dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments a person registered on its records as the owner of shares of stock, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares of stock on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

Section 3.   Transfers of Stock.  Transfer of shares of stock of the Corporation shall be made in accordance with the Uniform Commercial Code and the General Corporation Law of the State of Delaware.  Transfers of stock shall be made on the books of the Corporation

only by direction of the person named in the stock certificate or such person’s attorney, lawfully constituted in writing, and only upon the surrender of the certificate therefor accompanied by a written assignment of the shares evidenced thereby, which certificate shall be cancelled before any new certificate is issued.

Section 4.   Transfer Agents and Registrars.  The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.  If any certificate is countersigned (a) by a transfer agent other than the Corporation or its employee, or (b) by a registrar other than the Corporation or its employee, any signature on the certificate may be a facsimile.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

Section 5.   Regulations.  The Board of Directors may make such additional rules and regulations, not inconsistent with these Bylaws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

Section 6.   Fixing the Record Date.  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or, unless prohibited by the Certificate of Incorporation, to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which date shall be permitted record date under the General Corporation Law of the State of Delaware with respect to such meeting or action.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 7.   Lost Certificates.  Any person claiming a stock certificate in lieu of one lost, stolen or destroyed shall give the Corporation an affidavit as to such person’s ownership of the certificate and of the facts which go to prove its loss, theft or destruction.  Such person shall also, unless waived by an authorized officer of the Corporation, give the Corporation a bond, in such form as may be approved by the Corporation, sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of the certificate or the issuance of a new certificate.

ARTICLE VI

NOTICES

Section 1.   Notices.  Whenever written notice is required by law, the Certificate of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a

committee or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail.  Written notice may also be given personally or by telegram, telex or cable.

Section 2.   Waivers of Notice.  Whenever any notice is required by law, the Certificate of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice.  Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE VII

GENERAL PROVISIONS

Section 1.   Dividends.  Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property, or in shares of the capital stock.  Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

Section 2.   Fiscal Year.  The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 3.   Corporate Seal.  The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”.  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE VIII

INDEMNIFICATION

Without limitation, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding to the full extent permitted by the General

Corporation Law of Delaware, upon such determination having been made as to his good faith and conduct as is required by said General Corporation Law.  Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation.

ARTICLE IX

AMENDMENTS

These Bylaws may be altered, amended or repealed, in whole or in part, or new Bylaws may be adopted by the majority vote of the entire Board of Directors.

EX-10.1

Exhibit 10.1

FOURTH SUPPLEMENTAL INDENTURE

FOURTH SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of October 22, 2008, among DRS Technologies, Inc., a Delaware corporation (the "Company"), the Guarantors (as defined below) and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the "Trustee").

WHEREAS, the Company, certain of the Company's subsidiaries, as subsidiary guarantors (the "Guarantors"), and the Trustee are parties to an indenture, dated as of January 31, 2006, as supplemented by a supplemental indenture, dated as of February 8, 2006, a second supplemental indenture, dated as of February 13, 2006, and a third supplemental indenture, dated as of February 20, 2007 (together, the "Indenture"), pursuant to which the Company issued its 2.00% Senior Convertible Notes due 2026 (the "Notes");

WHEREAS, on May 12, 2008, the Company entered into an Agreement and Plan of Merger with Finmeccanica – Societá per azioni, a societá per azioni organized under the laws of Italy ("Finmeccanica"), and Dragon Merger Sub, Inc., a Delaware corporation ("Sub") and a wholly-owned subsidiary of Finmeccanica, pursuant to which, among other things, Sub will merge with and into Company, with the Company continuing as the surviving corporation (the "Merger");

WHEREAS, Section 7.1 of the Indenture provides that the Company shall not merge or enter into certain other transactions unless certain requirements specified therein are satisfied;

WHEREAS, Section 12.4 provides that if a merger or certain other transactions involving the Company occur, as a result of which holders of Common Stock of the Company shall be entitled to receive stock, other securities, other property, assets or cash ("Reference Property") with respect to or in exchange for such Common Stock, then as of the effective time of such transaction, the Company shall execute with the Trustee a supplemental indenture providing that the Notes shall be convertible into cash up to the Base Amount and Reference Property, if any, based on the twenty day average price of the Reference Property and the applicable Conversion Rate and assuming such holder of Common Stock exercised his rights of election, if any, as to the kind or amount of Reference Property receivable upon transaction in the same manner as the majority of the holders of Common Stock or, if there is no such majority, by a plurality of the holders of Common Stock;

WHEREAS, as a result of the Merger, a holder of one share of Common Stock is entitled to receive cash in the amount of $81.00 in exchange for each such share;

WHEREAS, Section 11.1(c) of the Indenture provides that the Indenture may be modified or amended by the Company and the Trustee to provide for conversion rights of Holders of

Notes if any reclassification or change of the Common Stock or any consolidation, merger or sale of all or substantially all of the Company's assets occurs;

WHEREAS, the execution and delivery of this instrument has been duly authorized and all conditions and requirements necessary to make this instrument a valid and binding agreement have been duly performed and complied with; and

WHEREAS, this Supplemental Indenture is being executed and delivered concurrently with the effectiveness of the Merger.

NOW, THEREFORE, in consideration of the premises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders, as follows:

ARTICLE 1

EFFECT OF MERGER

Section 1.01     In accordance with Section 12.4 of the Indenture, as of the Effective Date of the Merger, each $1,000 aggregate principal amount of Notes surrendered for conversion will be convertible solely into cash, in an amount equal to the product of (x) $81.00 and (y) a number equal to the applicable Conversion Rate immediately prior to the Effective Date, subject to adjustment on the same terms as provided in Article XII of the Indenture.

Section 1.02     The consummation of the Merger constitutes a Fundamental Change described in clause (iii) of the definition thereof in the Indenture. Pursuant to Section 12.2(e) of the Indenture, the applicable Conversion Rate for any Notes surrendered for conversion during the Make-Whole Period (as defined below) will be increased by .5371 Additional Shares of Common Stock per $1,000 principal amount of such Notes, for a total of 17.2875 shares of Common Stock per $1,000 principal amount of such Notes. "Make-Whole Period" means the period commencing on the date hereof and ending on the Fundamental Change Repurchase Date relating to the Merger (which date shall be specified in a written notice given by the Company to the Holders and the Trustee in accordance with Section 5.1(b) of the Indenture).

ARTICLE 2

MISCELLANEOUS

Section 2.01     Capitalized terms used herein and not defined herein have the meanings ascribed to such terms in the Indenture.

2

Section 2.02     This Supplemental Indenture shall become effective as of the date hereof at such time as executed counterparts of this Supplemental Indenture have been delivered by each party hereto to the other party thereto.

Section 2.03     On the date hereof, the Indenture shall be supplemented and amended in accordance herewith, and this Supplemental Indenture shall form part of the Indenture for all purposes, and the Holder of every Note heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby. The Trustee accepts the trusts created by the Indenture, as amended and supplemented by this Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as amended and supplemented by this Supplemental Indenture.

Section 2.04     This Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Indenture. The Indenture, as amended and supplemented by this Supplemental Indenture, shall be read, taken and construed as one and the same instrument and all provisions in the Indenture and the Notes shall remain in full force and effect in accordance with the terms thereof and as amended and supplemented by this Supplemental Indenture.

Section 2.05     In case any one or more of the provisions contained in this Supplemental Indenture shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Supplemental Indenture, but this Supplemental Indenture shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

Section 2.06     The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

Section 2.07     The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity and sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Company.

Section 2.08     In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture and the Notes relating to the conduct or affecting the liability of or affording protection to the Trustee, whether or not elsewhere herein so provided.

Section 2.09     All covenants and agreements in this Supplemental Indenture by the Company and the Trustee shall bind their respective successors and assigns. Nothing in this Supplemental Indenture, express or implied, shall give to any person, other than the parties hereto and their successors under the Indenture and the Holders of the Notes, any benefit of any legal or equitable right, remedy or claim under the Indenture.

Section 2.10     This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of law.

[Signatures on following page]

3

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.

DRS TECHNOLOGIES, INC.
By:		/s/ Richard A. Schneider
		Name:	Richard A. Schneider
		Title:	Authorized Signatory
DRS Surveillance Support Systems, Inc.
DRS C3 Systems, Inc.
DRS Power & Control Technologies, Inc.
DRS Power Technology, Inc.
DRS Intelligence & Avionic Solutions, Inc.
DRS Signal Solutions, Inc.
DRS Codem Systems, Inc.
DRS Unmanned Technologies, Inc.
DRS Data & Imaging Systems, Inc.
DRS Tactical Systems, Inc.
DRS Tactical Systems Global Services, Inc.
DRS Test & Energy Management, LLC
DRS Sensors & Targeting Systems, Inc.
DRS Homeland Security Solutions, Inc.
Engineered Electric Company
Engineered Coil Company
DRS Mobile Environmental Systems Co.
DRS Sustainment Systems, Inc.
DRS Technical Services, Inc.
DRS Systems, Inc.
DRS Technologies Canada, Inc.
DRS Systems Management, LLC
DRS International, Inc.
Tech-Sym Corporation
Engineered Support Systems, Inc.
ESSI Resources, LLC
Universal Power Systems, Inc.
By:	/s/ Richard A. Schneider
	Name:		Richard A. Schneider
	Title:		Authorized Signatory

[Signature Page for Fourth Supplemental Indenture]

THE BANK OF NEW YORK MELLON
By:	/s/ Franca M. Ferrera
	Name:  France M. Ferrera
	Title:     Assistant Vice President

[Signature Page for Fourth Supplemental Indenture]

EX-99.1

Exhibit 99.1

   

22 October 2008

Finmeccanica Completes Acquisition of DRS Technologies for 5.2 billion U.S. dollars

Rome (Italy) and Parsippany (NJ-USA) – Finmeccanica, S.p.A. (Milan: FNC) (“Finmeccanica”), a world leader in the aerospace, defense and security industry, announced today to have successfully completed its acquisition of DRS Technologies, Inc. (“DRS”), a leading supplier of integrated defense electronics products, services and support. The acquisition received all the required regulatory approvals as well as the approval of DRS shareholders.

Finmeccanica purchased all outstanding shares of DRS for 81 U.S. dollars per share in cash. The enterprise value of the transaction is 5.2 billion U.S. dollars, including the assumption of approximately 1.6 billion U.S. dollars in outstanding indebtness (including the convertible notes). DRS will be known as DRS Technologies, a Finmeccanica Company.

“Today begins a new era for Finmeccanica”, said Pier Francesco Guarguaglini, Chairman and Chief Executive Officer of Finmeccanica. “The acquisition of DRS further solidifies our position as a top-tier international competitor and reinforces our commitment to the U.S. market, industrial base and, most importantly, the American armed forces, establishing a strong transatlantic Defence Electronics capability”.

“Finmeccanica’s investment in DRS will allow the company to increase new business opportunities globally, accelerate growth while strengthening our presence in the United States”, said Mark S. Newman, Chairman of the Board and Chief Executive Officer of DRS. “With an increased emphasis on research and development, DRS will continue to create new and innovative products that provide the American armed forces superior technology and value”.

DRS will operate as a U.S. subsidiary of Finmeccanica under agreements with the U.S. Department of Defense, including a plan to mitigate foreign ownership control and influence (FOCI).

About Finmeccanica

Headquartered in Italy, Finmeccanica is a leading global high-tech company with core competencies in the design and manufacture of helicopters, civil and military aircraft, aero structures, satellites, space infrastructure, missiles and defense electronics and security. The company employs more than 60,000 people worldwide, including 2,100 employees at 32 sites in North America – not including DRS. For more information about Finmeccanica, please visit the company’s website at www.finmeccanica.com.

About DRS Technologies

DRS Technologies, headquartered in Parsippany, New Jersey-USA, is a leading supplier of integrated products, services and support to military forces, government agencies and prime contractors worldwide. The company employs approximately 10,500 people. For more information about DRS, please visit the company’s website at www.drs.com.

1

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: This press release contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on management's beliefs and assumptions, current expectations, estimates and projections. Such statements, including statements relating to the combined Company’s 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 "may," "will," "intend," "plan," "project," "expect," "anticipate," "could," "should," "would," "believe," "estimate," "contemplate," "possible" or similar expressions. These statements are not guarantees of the Company's future performance and are subject to risks, uncertainties and other important factors that could cause actual performance or achievements to differ materially from those expressed or implied by these forward-looking statements and include, without limitation, demand and competition for the Company's products and other risks or uncertainties. Given these uncertainties, you should not rely on forward looking statements. Such forward-looking statements speak only as of the date on which they were made, and the Company undertakes no obligations to update any forward-looking statements, whether as a result of new information, future events or otherwise.

MEDIA CONTACTS:

Finmeccanica S.p.A

+39 06 32473 313

pressoffice@finnmeccanica.com

Richard Coltart

Vice President International Media Relations

+44 789 400 5842

+44 789 400 5837

richard.coltart@finmeccanica.com

Dan Hill

+1 (571) 426-6837

dan.hill@finmeccanica.com

Roberto Alatri

Vice President Press Office

+39 347 4184 430

Roberto.alatri@finmeccanica.com

Roberta Acocella

Head of Periodical Trade Press

+39 335 5335 262

roberta.acocella@finmeccanica.com

Investor Contacts:

John D. Stewart

Tel. +39 06 32473 290

john.stewart@finmeccanica.com

Raffaella Luglini

Investor Relations Officer

+39 06 32473 066

raffaella.luglini@finmeccanica.com

2

DRS Technologies, Inc.

Richard M. Goldberg

Vice President, Public Affairs

(973) 451-3584

goldberg@drs.com

INVESTOR RELATIONS CONTACTS:

Patricia M. Williamson

Vice President, Investor Relations

(973) 898-6025

p.williamson@drs.com

J. Patrick Fuhrmann

Director, Investor Relations

973-451-3530

fuhrmann@drs.com

3