8-K

                       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):     September 24, 1997

                             NAI Technologies, Inc.
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             (Exact name of registrant as specified in its charter)

                                     0-3704
                            -------------------------
                            (Commission File Number)

          New York                                            11-1798773
  (State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                        Identification Number)

        282 New York Avenue
        Huntington, New York                                11743
        -------------------                                 ------
       (Address of principal                               (Zip Code)
         executive offices)

     Registrant's telephone number, including area code     (516) 271-5685

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

                                Page 1 of 5 Pages
                             Exhibit Index on Page 4











Item 5.  Other Events

                  NAI Technologies, Inc., a New York corporation (the
"Company"), issued a press release (the "Press Release") on September 24, 1997
announcing certain inventory write-downs. Reference is made to the press release
which is attached hereto as Exhibit 99.

Item 7.  Financial Statements and Exhibits.

(c) Exhibits

         (99)     Press Release dated September 24, 1997, issued by the Company.

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                                   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.

                                           NAI TECHNOLOGIES, INC.

                                           By: /s/ Richard A. Schneider
                                               -------------------------
                                           Name:  Richard A. Schneider
                                           Title: Executive Vice President
                                                  and Chief Financial Officer

Date: September 25, 1997

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                                  EXHIBIT INDEX

 Exhibit No.                       Description
 ----------                        -----------
99.               Press Release dated September 24, 1997, issued by the Company.

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EX-99

                                                          Exhibit 99

                   NAI TECHNOLOGIES PLANS INVENTORY WRITE-DOWN

Huntington, NY - September 24, 1997 - NAI Technologies, Inc. (NATL-NASDAQ), a
diversified international electronics company with a focus on advanced computer
systems design, announced today that the Company will report a net loss for the
third quarter due to a one-time write-down of approximately $3.0 million that is
substantially related to inventory write-downs at its Codar Technology Inc.
subsidiary, lower than anticipated sales at Codar and a faster than anticipated
decline in the sales of the Wilcom subsidiary's standard MFT analog line
treatment products.

         According to Robert A. Carlson, Chairman and CEO of the Company, "Sales
and operating performance at the Lynwood and Systems subsidiaries remain strong.
Unfortunately Codar's and Wilcom's business levels are well below expectations."

         Codar's inventory write-down was a result of the lower than anticipated
sales as well as the completion of the withdrawal from electronic printer
products and the replacement of certain of Codar's products on the U.S. Army CHS
II program with new more advanced Codar products. These new products on the CHS
II program will provide the U.S. Army with higher performance work stations and
flat panel displays.

         NAI Technologies, Inc. is a leading provider of rugged computers,
peripherals and integrated systems for military, government and commercial
applications. In addition NAI Technologies, Inc. also supplies transmission
equipment for analog, digital and fiber optic communications and data
interchange networks. The Company's diverse customer base includes commercial
markets requiring mobile computer and communications systems, U.S. and foreign
armed services, intelligence agencies, the regional Bell operating companies and
major worldwide independent telephone companies.

This press release may contain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements are based
on current plans and expectations of NAI Technologies and involve risks and
uncertainties that could cause actual future activities and results of
operations to be materially different from those set forth in the
forward-looking statements. Important factors that could cause actual results to
differ include, among others, changes in government purchasing policies and
budget constraints, competition, the continuity of booking trends, the absence
of supply interruptions, new products' market acceptance and warranty
performance.

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