SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-C

                REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                          INTERDEALER QUOTATION SYSTEM

                  Filed pursuant to Section 13 or 15(d) of the
                Securities Exchange Act of 1934 and Rule 13a-17
                              or 15d-17 thereunder

                             NAI Technologies, Inc.
                 (Exact Name of issuer as specified in charter)

            1000 Woodbury Road, Suite 412, Woodbury, New York 11797
                    (Address of principal executive office)

Issuer's telephone number, including area code         (516) 364-4433

I.       CHANGE IN NUMBER OF SHARES OUTSTANDING

         Indicate any change  (increase or decrease) of 5% or more in the number
of shares outstanding:

         1.       Title of security     Common Stock, par value $0.10 per share
         2.       Number of shares outstanding before the change    7,195,567
         3.       Number of shares outstanding after the change     7,445,567
         4.       Effective date of change April 12, 1995
         5.       Method of change:
                           Specify   method   (such  as   merger,   acquisition,
                           exchange,  distribution,  stock split, reverse split,
                           acquisition of stock for treasury, etc.)

                  Issuance of new shares

Give brief  description of  transaction:  New shares issued by the issuer to its
bank  lenders  in  connection  with the  restructuring  of the  issuer's  credit
facilities.

II.      CHANGE IN NAME OF ISSUER

         1.       Name prior to change
         2.       Name after change
         3.       Effective date of charter amendment changing name
         4.       Date of shareholder approval of change, if required

Date   April 19       , 1995                NAI TECHNOLOGIES, INC.
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                                            By:  /s/  Richard A. Schneider
                                            -----------------------------------
                                                 (Officer's signature and title)
                                                 Richard A. Schneider
                                                 Executive Vice President