================================================================================

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

                                 ---------------

                                    FORM 10-Q

     [X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2001

     [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

             For the transition period from __________ to __________


                          Commission file number 1-8533

                                 ---------------

                             DRS Technologies, Inc.

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

                   5 Sylvan Way, Parsippany, New Jersey 07054
                                 (973) 898-1500

                                 ---------------

    Indicate  by check mark  whether  the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  and Exchange Act
of 1934  during the  preceding  12 months (or for such  shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                     Yes  [X]                       No  [ ]

As  of  August  9,  2001, 12,117,520  shares  of DRS  Technologies,  Inc. Common
Stock, $.01 par value, were outstanding.

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<PAGE>

                     DRS TECHNOLOGIES, INC. AND SUBSIDIARIES

                               -------------------

                     Index to Quarterly Report on Form 10-Q
                       For the Quarter Ended June 30, 2001

<TABLE>
<CAPTION>
                          PART I - FINANCIAL INFORMATION                                                     PAGE NO.
                                                                                                             --------
<S>                                                                                                          <C>
     Item 1. Financial Statements

             Condensed Consolidated Balance Sheets - June 30, 2001 and

             March 31, 2001............................................................................      1

             Condensed Consolidated Statements of Earnings - Three Months Ended June 30,
             2001 and 2000.............................................................................      2

             Condensed Consolidated Statements of Cash Flows - Three Months Ended June 30,
             2001 and 2000.............................................................................      3

             Notes to Condensed Consolidated Financial Statements......................................      4-10

     Item 2. Management's Discussion and Analysis of Financial Condition and Results of
             Operations ...............................................................................      11-16

     Item 3. Quantitative and Qualitative Disclosures About Market Risk................................      16

                                          PART II - OTHER INFORMATION

     Item 1. Legal Proceedings.........................................................................      17

     Item 6. Exhibits and Reports on Form 8-K..........................................................      17

SIGNATURES   ..........................................................................................      18
</TABLE>

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements


                     DRS TECHNOLOGIES, INC. AND SUBSIDIARIES
                      Condensed Consolidated Balance Sheets
                        (in thousands, except share data)

<TABLE>
<CAPTION>
                                                                        (Unaudited)
                                                                          June 30,        March 31,
                                                                            2001            2001
                                                                         ----------       ---------
                                     Assets
<S>                                                                      <C>              <C>
Current assets:
     Cash and cash equivalents                                           $   1,798        $   2,324
     Accounts receivable, net                                               73,555           97,645
     Inventories, net of progress payments                                  90,373           74,327
     Prepaid expenses and other current assets                              10,832            8,697
                                                                         ---------        ---------
                   Total current assets                                    176,558          182,993
                                                                         ---------        ---------

Property, plant and equipment, less accumulated
     depreciation and amortization of $41,389, and
     $39,142 at June 30, 2001 and March 31, 2001,
     respectively                                                           39,060           37,639

Goodwill, less accumulated amortization of
     $13,754 at March 31, 2001                                              87,914           76,390

Acquired intangible assets, less accumulated amortization of
     $5,596 and $7,551 at June 30, 2001 and March 31, 2001,
     respectively                                                           21,459           32,912

Deferred income taxes and other noncurrent assets                            4,762            5,006
                                                                         ---------        ---------

                                                                         $ 329,753        $ 334,940
                                                                         =========        =========

                      Liabilities and Stockholders' Equity

 Current liabilities:
     Current installments of long-term debt                              $   7,784        $   7,217
     Short-term bank debt                                                    1,009              831
     Accounts payable                                                       33,540           40,089
     Accrued expenses and other current liabilities                         90,573           91,170
                                                                         ---------        ---------
                   Total current liabilities                               132,906          139,307

 Long-term debt, excluding current installments                             71,843           75,076
 Other noncurrent liabilities                                                8,547            8,610
                                                                         ---------        ---------
                   Total liabilities                                       213,296          222,993
                                                                         ---------        ---------

 Stockholders' equity:
 Preferred Stock, no par value. Authorized 2,000,000 shares;
     no shares issued at June 30, 2001 and March 31, 2001                       --               --
 Common Stock, $.01 par value per share
     Authorized 20,000,000 shares; issued 12,116,670
     and 12,058,057 shares at June 30, 2001 and
     March 31, 2001, respectively                                              121              121
 Additional paid-in capital                                                 72,762           72,033
 Retained earnings                                                          47,923           44,025
 Accumulated other comprehensive losses                                     (4,113)          (3,968)
 Unamortized stock compensation                                               (236)            (264)
                                                                         ---------        ---------
                   Net stockholders' equity                                116,457          111,947
                                                                         ---------        ---------

 Commitments and contingencies

                                                                         $ 329,753        $ 334,940
                                                                         =========        =========
</TABLE>

     See accompanying Notes to Condensed Consolidated Financial Statements.

                                        1

<PAGE>

                     DRS TECHNOLOGIES, INC. AND SUBSIDIARIES
                  Condensed Consolidated Statements of Earnings
                      (in thousands, except per share data)

                                   (Unaudited)



                                                  Three Months Ended June 30,
                                                  ---------------------------
                                                     2001            2000
                                                  ---------        --------

Revenues                                          $ 103,352        $ 94,521

Costs and expenses                                   93,668          87,366
                                                  ---------        --------

   Operating income                                   9,684           7,155

Other income, net                                       (53)            (74)

Interest and related expenses                         2,125           3,107
                                                  ---------        --------


   Earnings before minority interests
     and income taxes                                 7,612           4,122

Minority interests                                      258             325
                                                  ---------        --------

   Earnings before income taxes                       7,354           3,797

Income taxes                                          3,456           1,899
                                                  ---------        --------

   Net Earnings                                   $   3,898        $  1,898
                                                  =========        ========



Earnings per share of common stock

   Basic earnings per share:                      $    0.32        $   0.20

   Diluted earnings per share:                    $    0.30        $   0.18

     See accompanying Notes to Condensed Consolidated Financial Statements.


                                       2
<PAGE>
                     DRS TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Condensed Consolidated Statements of Cash Flows
                                 (in thousands)

                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                              Three Months Ended June 30,
                                                                              ---------------------------
                                                                                   2001        2000
                                                                                 --------    --------
<S>                                                                              <C>         <C>
Cash flows from operating activities
        Net earnings                                                             $  3,898    $  1,898

Adjustments to reconcile net earnings to cash
flows from operating activities:
        Depreciation and amortization                                               2,881       4,142
        Other, net                                                                  1,269      (1,542)

Changes in assets and liabilities, net of effects from
business combinations:
        Decrease in accounts receivable                                            23,937       3,041
        Increase in inventories                                                   (17,239)     (2,986)
        (Increase) decrease in prepaid expenses and
           other current assets                                                    (2,103)        479
        Decrease in accounts payable                                               (6,470)     (3,266)
        Decrease in accrued expenses and other current liabilities                 (3,360)       (327)
        Increase (decrease) in customer advances                                    2,258      (3,136)
        Other, net                                                                   (514)        803
                                                                                 --------    --------

        Net cash provided by (used in) operating activities                         4,557        (894)

Cash flows from investing activities
        Capital expenditures                                                       (3,526)     (2,580)
        Payments pursuant to business combinations, net of cash acquired               --      (6,757)
        Other, net                                                                     --          40
                                                                                 --------    --------

        Net cash used in investing activities                                      (3,526)     (9,297)

Cash flows from financing activities
        Net borrowings of short-term debt                                             184       7,056
        Net payments on long-term debt                                            (19,819)     (1,902)
        Additional borrowings of long-term debt                                    16,600          --
        Net proceeds from acquisition-related debt                                     --       7,000
        Other, net                                                                    729           7
                                                                                 --------    --------

        Net cash (used in) provided by financing activities                        (2,306)     12,161
                                                                                 --------    --------

Effect of exchange rates on cash and cash equivalents                                 749         643
                                                                                 --------    --------

Net (decrease) increase in cash and cash equivalents                                 (526)      2,613
Cash and cash equivalents, beginning of period                                      2,324       3,778
                                                                                 --------    --------

Cash and cash equivalents, end of period                                         $  1,798    $  6,391
                                                                                 ========    ========
</TABLE>

     See accompanying Notes to Condensed Consolidated Financial Statements.


                                       3
<PAGE>

                     DRS Technologies, Inc. and Subsidiaries
              Notes to Condensed Consolidated Financial Statements

                                   (Unaudited)

1. Basis of Presentation

     The accompanying  unaudited Condensed  Consolidated Financial Statements of
     DRS Technologies, Inc. and Subsidiaries (the Company) have been prepared in
     accordance  with  accounting  principles  generally  accepted in the United
     States and with the  instructions to Form 10-Q and Article 10 of Regulation
     S-X. The Company has continued to follow the accounting  policies set forth
     in the consolidated financial statements included in its fiscal 2001 Annual
     Report on Form 10-K  filed with the  Securities  and  Exchange  Commission,
     except for the April 1, 2001  adoption of the  provisions  of  Statement of
     Financial  Accounting Standards (SFAS) Nos. 133, "Accounting for Derivative
     Instruments  and  Hedging  Activities"  (see  Note 6 of Notes to  Condensed
     Consolidated Financial Statements), 141, "Business Combinations",  and 142,
     "Goodwill  and Other  Intangible  Assets" (see Note 3 of Notes to Condensed
     Consolidated  Financial  Statements).  In the  opinion of  management,  the
     interim  financial  information  provided  herein  reflects all adjustments
     (consisting  of normal  and  recurring  adjustments)  necessary  for a fair
     presentation of the Company's  consolidated  financial  position as of June
     30, 2001, and the results of operations and cash flows for the  three-month
     periods  ended June 30, 2001 and 2000.  The results of  operations  for the
     three months ended June 30, 2001 are not necessarily  indicative of the
     results to be expected for the full year.

     For further information,  these interim financial statements should be read
     in conjunction  with the Consolidated  Financial  Statements of the Company
     for the fiscal year ended March 31, 2001,  included in the Company's Annual
     Report on Form 10-K for the fiscal year ended March 31, 2001.

2. Inventories

     Inventories are summarized as follows:

                                                     (in thousands)
                                            June 30, 2001       March 31, 2001
                                            -------------       --------------
     Work-in-process                          $  99,783            $ 83,058
     Raw material and finished
     goods                                        9,080               7,992
                                              ---------            --------
                                                108,863              91,050
                                              ---------            --------
     Less progress payments                     (18,490)            (16,723)
                                              ---------            --------

     Total                                    $  90,373            $ 74,327
                                              =========            ========

     General  and  administrative   costs  included  in   work-in-process   were
     approximately  $16.9  million and $14.5  million at June 30, 2001 and March
     31, 2001,  respectively.  General and  administrative  expenses included in
     costs and  expenses  amounted  to  approximately  $ 20.7  million and $18.7
     million  for  the  three-month  periods  ended  June  30,  2001  and  2000,
     respectively.  Included in those  amounts  are  expenditures  for  internal
     research and development  amounting to approximately  $2.1 million and $2.2
     million for the fiscal quarters ended June 30, 2001 and 2000, respectively.


                                       4
<PAGE>

                     DRS Technologies, Inc. and Subsidiaries
              Notes to Condensed Consolidated Financial Statements

                                   (Unaudited)

3.  Goodwill and Intangible Assets

     In July 2001, the Financial  Accounting Standards Board issued Statement of
     Financial  Accounting  Standards  Nos. 141 and 142 (SFAS 141 and SFAS 142),
     "Business   Combinations"  and  "Goodwill  and  Other  Intangible  Assets,"
     respectively. SFAS 141 replaces APB 16 and requires the use of the purchase
     method for all business combinations initiated after June 30, 2001. It also
     provides  guidance on purchase  accounting  related to the  recognition  of
     intangible assets, noting that any purchase price allocated to an assembled
     workforce may not be accounted for separately,  and accounting for negative
     goodwill. SFAS 142 changes the accounting for goodwill from an amortization
     method to an  impairment-only  approach.  Under SFAS 142,  goodwill will be
     tested annually and whenever events or circumstances  occur indicating that
     goodwill might be impaired.

     The Company elected to adopt the provisions of SFAS 141 and 142 as of April
     1, 2001. The Company has identified its reporting units to be its operating
     segments and has  determined  the carrying  value of each reporting unit by
     assigning  assets and  liabilities,  including  the  existing  goodwill and
     intangible  assets,  to those  reporting  units as of April 1,  2001.  Upon
     adoption  of SFAS 142,  amortization  of  goodwill  recorded  for  business
     combinations  consummated  prior to July 1,  2001  ceased,  and  intangible
     assets  acquired  prior to July 1, 2001 that did not meet the  criteria for
     recognition  apart  from  goodwill  under  SFAS  141 were  reclassified  to
     goodwill.  In connection with the adoption of SFAS 142, the Company will be
     required to perform a transitional  goodwill  impairment  assessment within
     six months of adoption,  as well as an annual  impairment  test. The annual
     impairment  test  will be  performed in  the fourth  quarter of each fiscal
     year, after completion of the Company's Annual Operating Plan.

     The following  disclosure  presents  certain  information  on the Company's
     acquired  intangible  assets as of June 30, 2001, and March 31, 2001:  (All
     intangible assets are being amortized over their estimated useful lives, as
     indicated below, with no estimated residual values.)

<TABLE>
<CAPTION>
                                                         (in thousands)
                                          Weighted
                                           Average         Gross
                                        Amortization     Carrying     Accumulated
Acquired Intangible Assets                 Period         Amount      Amortization    Net Balance
                                        ------------     --------     ------------    -----------
<S>                                     <C>              <C>           <C>              <C>
As of June 30, 2001
Amortized acquired intangible assets:
  Technology based intangibles            22 years       $ 19,425      $ (4,315)        $15,110
  Customer related intangibles            21 years          7,630        (1,281)          6,349
                                                         --------      --------         -------
                                                         $ 27,055      $ (5,596)        $21,459
                                                         ========      ========         =======

As of March 31, 2001
Amortized acquired intangible assets:
  Technology based intangibles            22 years       $ 18,225      $ (4,032)        $14,193
  Customer related intangibles            21 years          7,630        (1,166)          6,464
  Workforce                               16 years          7,628          (757)          6,871
  Technical infrastructure                20 years          5,280          (638)          4,642
  Other                                   30 years          1,700          (958)            742
                                                         --------      --------         -------
                                                         $ 40,463      $ (7,551)        $32,912
                                                         ========      ========         =======
</TABLE>


                                       5
<PAGE>

                     DRS Technologies, Inc. and Subsidiaries
              Notes to Condensed Consolidated Financial Statements

                                   (Unaudited)

     The aggregate acquired intangible amortization expense for the period ended
     June 30, 2001 was approximately $398,000. The estimated acquired intangible
     amortization  expense  for the fiscal  year  ending  March 31, 2002 is $1.5
     million. Estimated acquired intangible amortization expense for each of the
     subsequent  four fiscal  years  ending  March 31, 2006 is $1.4
     million.

     The changes in the carrying amount of goodwill,  by operating segment,  for
     the  period  ended June 30,  2001,  are as  follows  (see Note 7  Operating
     Segments for additional details on the Company's operating segments):

<TABLE>
<CAPTION>
                                                                         (in thousands)

                                                                                Flight Safety and
                                            Electronic     Electro-Optical       Communications
                                          Systems Group     Systems Group             Group            Other       Total
                                          -------------    ---------------      -----------------     -------    ---------
<S>                                          <C>              <C>                   <C>                <C>       <C>
Balance as of March 31, 2001                 $31,450          $ 20,236              $ 24,661           $ 43      $ 76,390
Effect of adoption of SFAS 141 and 142:
  Workforce                                        -             3,807                 3,064             --         6,871
  Technical infrastructure                         -             4,642                    --             --         4,642
  Other                                           --                --                   742             --           742
Existing technology                               --                --                (1,155)            --        (1,155)
Adjustments                                       --                --                    --            (43)          (43)
                                             -------          --------              --------           ----      --------
Balance as of April 1, 2001                  $31,450          $ 28,685              $ 27,312           $ --      $ 87,447
Foreign currency translation adjustment          (52)               --                   519             --           467
                                             -------          --------              --------           ----      --------
Balance as of June 30, 2001                  $31,398          $ 28,685              $ 27,831           $ --      $ 87,914
                                             =======          ========              ========           ====      ========
</TABLE>

     The following pro forma  information  reconciles the net earnings  reported
     for the period ended June 30, 2000 to adjusted net earnings  reflecting the
     adoption of SFAS 142:

<TABLE>
<CAPTION>
                                                  (in thousands, except per share data)

                                                       Three Months Ended June 30,
                                                   ----------------------------------
                                                            2001          2000
                                                         ---------     ---------

<S>                                                      <C>           <C>
Reported net earnings                                    $   3,898     $   1,898
Add back:
  Goodwill and related intangible amortization,
    net of tax benefit of $601                                  --           678
                                                         ---------     ---------
Adjusted net earnings                                    $   3,898     $   2,576
                                                         =========     =========

Basic earnings per share:
Reported net earnings                                    $    0.32     $   0.20
Add back:
  Goodwill and related intangible amortization,
    net of tax benefit of $.06 per share                        --         0.07
                                                         ---------     ---------
Adjusted net earnings                                    $    0.32     $   0.27
                                                         =========     =========

Diluted earnings per share:
Reported net earnings                                    $    0.30     $   0.18
Add back:
  Goodwill and related intangible amortization,
    net of tax benefit of $.05 per share                        --         0.06
                                                         ---------     ---------
Adjusted net earnings                                    $    0.30     $   0.24
                                                         =========     =========
</TABLE>


                                       6
<PAGE>

                     DRS Technologies, Inc. and Subsidiaries
              Notes to Condensed Consolidated Financial Statements

                                   (Unaudited)

4. Earnings Per Share

     The  following  table  presents  a  reconciliation  of the  numerators  and
     denominators of basic and diluted earnings per share (EPS):


<TABLE>
<CAPTION>
                                                   (in thousands, except per share data)

                                                         Three Months Ended June 30,
                                                         ---------------------------
                                                             2001          2000
                                                            -------      -------
<S>                                                         <C>          <C>
Basic EPS computation:
  Net earnings                                              $ 3,898      $ 1,898
                                                            -------      -------
  Weighted average common shares
    outstanding                                              12,095        9,349
                                                            -------      -------
Basic earnings per share                                    $  0.32      $  0.20
                                                            =======      =======

Diluted EPS computation:
  Net earnings                                              $ 3,898      $ 1,898
  Interest and expenses related to convertible
    debentures                                                   --          240
                                                            -------      -------
  Adjusted net earnings                                       3,898        2,138
                                                            -------      -------

Diluted common shares outstanding:
  Weighted average common shares
    outstanding                                              12,095        9,349
  Stock options and warrants                                    936          452
  Convertible debentures                                         --        2,162
                                                            -------      -------
Diluted common shares outstanding                            13,031       11,963
                                                            -------      -------
Diluted earnings per share                                  $  0.30      $  0.18
                                                            =======      =======
</TABLE>


5. Comprehensive Earnings

     The components of comprehensive  earnings for the three-month periods ended
     June 30, 2001 and 2000 consisted of the following:

<TABLE>
<CAPTION>
                                                             (in thousands)

                                                       Three Months Ended June 30,
                                                       ---------------------------
                                                            2001         2000
                                                          -------      -------
<S>                                                       <C>          <C>
Net earnings                                              $ 3,898      $ 1,898
Other comprehensive earnings (losses):
   Foreign currency translation adjustments                   215       (1,571)
   Unrealized losses on hedging instruments:
      Cumulative adjustment at April 1, 2001                 (289)          --
      Unrealized losses arising during the period             (71)          --
                                                          -------      -------

Comprehensive earnings                                    $ 3,753      $   327
                                                          =======      =======
</TABLE>

At June 30, 2001,  accumulated other comprehensive losses totaled  approximately
$4.1 million and  consisted  of $3.7 million  and $360,000 for foreign  currency
translation   adjustments   and  unrealized   losses  on  hedging   instruments,
respectively.  At March 31, 2001, the $4.0 million balance  consisted of foreign
currency translation adjustments.


                                       7
<PAGE>

                     DRS Technologies, Inc. and Subsidiaries
              Notes to Condensed Consolidated Financial Statements

                                   (Unaudited)

6. Derivative Financial Instruments

     Effective  April 1, 2001,  the Company  adopted  SFAS 133.  This  Statement
     requires the recognition of all derivative  instruments as either assets or
     liabilities in the consolidated  balance sheet, and the periodic adjustment
     of those instruments to fair value. The  classification of gains and losses
     resulting  from changes in the fair values of  derivatives  is dependent on
     the intended use of the derivative and its resultant designation.

     The Company  utilizes  variable  rate debt to maintain its  operations  and
     sustain its growth.  Such  variable rate  borrowings  expose the Company to
     interest  rate risk and the related  impact that changes in interest  rates
     can have on the Company's  earnings and on its cash flows.  In an effort to
     limit its interest  expense and cash flow exposure,  and in accordance with
     certain  covenants  in  DRS' credit  facility,  the  Company  entered  into
     interest rate collar  agreements with notional  amounts  covering a limited
     amount of the aggregate outstanding principal balance of the Company's term
     loans.  The  following is a summary of the  Company's  interest rate collar
     agreements in place as of June 30, 2001 and March 31, 2001:

                                                (in thousands)
<TABLE>
<CAPTION>
                                                Notional Amount
    Effective          Expiration      --------------------------------     Variable Rate    Ceiling     Floor
      Date                Date          June 30, 2001    March 31, 2001          Base          Rate       Rate
 ----------------   ----------------   --------------------------------    --------------    --------   --------
<S>                 <C>                   <C>              <C>             <C>                 <C>       <C>
 April 22, 1999     January 26, 2002      $ 20,000         $ 20,000        3 Month LIBOR*      5.75%     4.80%

 January 26, 2001   January 30, 2003        10,000           10,000        3 Month LIBOR*      6.50%     5.09%

 January 29, 2001   January 31, 2003      $ 10,000         $ 10,000        3 Month LIBOR*      6.50%     5.05%
</TABLE>

* - London Interbank Offered Rate

     On April 1,  2001,  in  accordance  with the  provisions  in SFAS 133,  the
     Company  designated  its  interest  rate  collars  as cash flow  hedges and
     recorded  the fair value of the  instruments  on the balance  sheet at that
     date, with a corresponding adjustment to comprehensive earnings. Due to the
     nature and characteristics of the Company's designated hedging instruments,
     all adjustments to the fair values of such instruments will be adjusted via
     comprehensive  earnings.  The effect of adopting SFAS 133 at April 1, 2001,
     and the amounts recorded related to its derivative financial instruments as
     of and for the three month period ended June 30, 2001, were not material to
     the  Company's  consolidated  financial  position  and did not  impact  the
     Company's consolidated results of operations or cash flows.


                                       8
<PAGE>

                     DRS Technologies, Inc. and Subsidiaries
              Notes to Condensed Consolidated Financial Statements

                                   (Unaudited)

7.  Operating Segments

     DRS operates in three principal  business segments on the basis of products
     and  services   offered:   the   Electronic   Systems   Group  (ESG),   the
     Electro-Optical   Systems   Group   (EOSG),   and  the  Flight  Safety  and
     Communications  Group (FSCG).  All other operations are grouped in "Other."
     During  the  first  quarter  of  fiscal  2002,   the  Company's   operating
     subsidiary,  DRS Photronics,  Inc. (DRS  Photronics) was combined with DRS'
     Flight  Safety and  Communications  Group for  management  purposes,  based
     primarily on operational  synergies.  DRS  Photronics  had previously  been
     managed as part of the Electro-Optical  Systems Group.  Prior-year balances
     and  results of  operations  disclosed  herein  have been  restated to give
     effect to this change.

     Information about the Company's segments for the fiscal quarters ended June
     30, 2001 and 2000 are as follows:


<TABLE>
<CAPTION>

                                                              (in thousands)

                                        ESG           EOSG         FSCG         Other        Total
                                     ---------     ---------     --------     --------     ---------
<S>                                  <C>           <C>           <C>          <C>          <C>
Quarter Ended June 30, 2001
    Total revenues                   $  38,096     $  41,933     $ 22,297     $  2,236     $ 104,562
      Intersegment revenues                (17)          (94)      (1,099)          --        (1,210)
                                     ---------     ---------     --------     --------     ---------
    External revenues                $  38,079     $  41,839     $ 21,198     $  2,236     $ 103,352
    Operating income (loss)          $   4,808     $   4,477     $    801     $   (402)    $   9,684
    Identifiable assets              $ 109,129     $ 112,763     $ 94,136     $ 13,725     $ 329,753
    Depreciation and amortization    $     374     $   1,271     $    764     $    472     $   2,881
    Capital expenditures             $     831     $   1,764     $    624     $    307     $   3,526

Quarter Ended June 30, 2000
    Total revenues                   $  41,537     $  35,659     $ 15,152     $  2,182     $  94,530
      Intersegment revenues                 --            (9)          --           --            (9)
                                     ---------     ---------     --------     --------     ---------
    External revenues                $  41,537     $  35,650     $ 15,152     $  2,182     $  94,521
    Operating income (loss)          $   2,500     $   3,871     $    904     $   (120)    $   7,155
    Identifiable assets              $  92,942     $ 135,027     $ 85,411     $ 15,832     $ 329,212
    Depreciation and amortization    $     881     $   1,736     $    977     $    548     $   4,142
    Capital expenditures             $     495     $     756     $  1,130     $    199     $   2,580
</TABLE>

8. Supplemental Cash Flow Information

                                      (in thousands)
                                Three Months Ended June 30,
                                ---------------------------
                                    2001          2000
                                   ------        ------
Cash paid for:
  Income taxes                     $6,353        $2,054
  Interest                         $1,869        $3,223


                                       9
<PAGE>

                     DRS Technologies, Inc. and Subsidiaries
              Notes to Condensed Consolidated Financial Statements

                                   (Unaudited)

9. Contingencies

     The Company  is a party to various legal actions and claims  arising in the
     ordinary  course of its  business.  In  management's  opinion,  the Company
     has adequate legal defenses for each of the actions and claims and believes
     that their ultimate disposition  will not have a material adverse effect on
     the  Company's consolidated financial position or results of operations.

     In April and May 1998, subpoenas were issued to the Company by the United
     States Attorney for the Eastern District of New York seeking documents
     related to a governmental investigation of certain equipment manufactured
     by DRS Photronics, Inc. (DRS Photronics). These subpoenas were issued in
     connection with United States v. Tress, a case involving a product
     substitution allegation against an employee of DRS Photronics. On June 26,
     1998, the complaint against the employee was dismissed without prejudice.
     Although additional subpoenas were issued to the Company on August 12, 1999
     and May 10, 2000, to date, no claim has been made against the Company or
     DRS Photronics. During the Government's investigation, until October 29,
     1999, DRS Photronics was unable to ship certain equipment related to the
     case, resulting in delays in the Company's recognition of revenues. On
     October 29, 1999, DRS Photronics received authorization to ship its first
     boresight system since the start of the investigation.

     The Company is presently involved in a dispute in arbitration with Spar
     Aerospace Limited (Spar) with respect to the working capital adjustment, if
     any, provided for in the purchase agreement between the Company and Spar
     dated as of September 19, 1997, pursuant to which the Company acquired,
     through certain of its subsidiaries, certain assets of Spar. The Company is
     also in a dispute with Raytheon Company (Raytheon) with respect to the
     working capital adjustment (not to exceed $7.0 million), if any, provided
     for in the purchase agreement between the Company and Raytheon dated as of
     July 28, 1998, pursuant to which the Company acquired, through certain
     subsidiaries, certain assets of Raytheon.

10. Subsequent Event

     At the  annual  meeting  of  stockholders  held  on  August  8,  2001,  the
     shareholders approved an amendment to the Amended and Restated  Certificate
     of  Incorporation  to  increase  the  number  of shares of  common stock to
     30,000,000, from 20,000,000.


                                       10
<PAGE>


                     DRS Technologies, Inc. and Subsidiaries


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

The following is management's discussion and analysis (MD&A) of the consolidated
financial  condition  and results of operations  of DRS  Technologies,  Inc. and
Subsidiaries (hereinafter,  we, us, our, the Company or DRS) as of June 30, 2001
and for the  three-month  periods ended June 30, 2001 and 2000.  This discussion
should be read in conjunction with the audited Consolidated Financial Statements
and related notes.

The  following   discussion  and  analysis   contains  certain   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. Forward-looking
statements in this report are made pursuant to the safe harbor provisions of the
Private  Securities  Litigation Reform Act of 1995.  Persons reading this report
are  cautioned  that risks and  uncertainties  are  inherent to  forward-looking
statements.  Accordingly,  our actual results could differ materially from those
suggested by such forward-looking statements.

Recently Issued Accounting Pronouncements

In July 2001,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards  Nos.  141 and 142  (SFAS  141 and  SFAS  142),
"Business   Combinations"   and   "Goodwill   and  Other   Intangible   Assets,"
respectively.  SFAS 141  replaces  APB 16 and  requires  the use of the purchase
method for all business  combinations  initiated  after June 30,  2001.  It also
provides  guidance  on  purchase   accounting  related  to  the  recognition  of
intangible  assets,  noting that any  purchase  price  allocated to an assembled
workforce  may not be accounted  for  separately,  and  accounting  for negative
goodwill.  SFAS 142 changes the  accounting  for goodwill  from an  amortization
method to an impairment-only  approach.  Under SFAS 142, goodwill will be tested
annually and whenever  events or  circumstances  occur  indicating that goodwill
might be impaired.

We elected to adopt the  provisions  of SFAS 141 and 142 as of April 1, 2001. We
have  identified  our reporting  units to be our operating  segments and we have
determined the carrying  value of each  reporting  unit by assigning  assets and
liabilities,  including the existing  goodwill and intangible  assets,  to those
reporting units as of April 1, 2001. Upon adoption of SFAS 142,  amortization of
goodwill  recorded for business  combinations  consummated prior to July 1, 2001
ceased,  and intangible  assets acquired prior to July 1, 2001 that did not meet
the  criteria  for   recognition   apart  from  goodwill  under  SFAS  141  were
reclassified  to goodwill.  In connection with the adoption of SFAS 142, we will
be required to perform a transitional  goodwill impairment assessment within six
months of adoption,  as well as an annual impairment test. Our annual impairment
test  will be  performed  in the  fourth quarter of each  fiscal year, after the
completion of our Annual Operating Plan.

Results of Operations

Our  operating  cycle is long-term  and  involves  various  types of  production
contracts and varying production delivery schedules.  Accordingly,  results of a
particular quarter, or  quarter-to-quarter  comparisons of recorded revenues and
earnings,  may not be  indicative  of future  operating  results.  The following
comparative analysis should be viewed in this context.

Consolidated Summary

Consolidated  revenues for the three-month  period ended June 30, 2001 increased
$8.8 million, as compared with the corresponding prior-year period. The increase
in revenues was primarily  due to the inclusion of the operating  results of our
fiscal  2001  acquisition  of DRS  Communications  Company as well as  increased
shipments of rugged computers and second generation electro-optical night vision
and  targeting  systems.  These  increases  were  partially  offset by decreased
shipments of our military display workstations and certain search and navigation
radar systems.  Operating income increased 35% to $9.7 million from $7.2 million
for the same three-month period in fiscal 2001. The increase in operating income
was driven by the overall  increase in revenues and the  positive  impact of our
fiscal 2002 first quarter adoption of SFAS 141 and SFAS 142 (see Note 3 of Notes
to  Condensed  Consolidated  Financial  Statements).   In  accordance  with  the
provisions of these standards,  we ceased amortizing goodwill effective April 1,
2001.


                                       11
<PAGE>

                     DRS Technologies, Inc. and Subsidiaries

The adoption of SFAS 141 and 142 contributed  approximately  $1.3 million to the
Company's fiscal 2002 first quarter operating  income.  Had these standards been
effective in  the prior year,  our operating  income, for the three-month period
ended  June 30, 2000, would have been $1.3 million higher.  Partially offsetting
the  increase  in  operating  income were  the impact  of certain charges at our
operating  segments.  See discussion of operating  segments below for additional
information.

Interest  and related  expenses  decreased  approximately  $1.0  million for the
three-month  period  ended  June 30,  2001 as  compared  with the  corresponding
prior-year  period.  This decrease was primarily the result of a 67% decrease in
average working capital  borrowings  outstanding  during the three-month  period
ended June 30, 2001, as compared with the prior-year  period,  and the favorable
impact  of the  conversion  of all of  our 9%  Senior  Subordinated  Convertible
Debentures during the second half of fiscal 2001.

The  provision  for income taxes for the  quarter-to-date  period ended June 30,
2001 reflects an annual  estimated  effective  income tax rate of  approximately
47%, as compared with 50% in the first  quarter of fiscal 2001.  The decrease in
our  effective  tax  rate is  primarily due  to  the  adoption of  SFAS 142.  It
is anticipated that the Company's effective tax rate may also decline moderately
in future years as the Company continues to grow.

Earnings before interest,  income taxes,  depreciation and amortization (EBITDA)
for the three-month period ended June 30, 2001 was $12.4 million, an increase of
approximately 12% over the three-month period ended June 30, 2000.

Operating Segments

We operate in three principal business segments on the basis of products and
services offered: the Electronic Systems Group (ESG), the Electro-Optical
Systems Group (EOSG), and the Flight Safety and Communications Group (FSCG). All
other operations are grouped in "Other."

During the first quarter of fiscal 2002, one of our operating subsidiaries,  DRS
Photronics,  was combined with DRS' Flight Safety and  Communications  Group for
management purposes based primarily on operational synergies. DRS Photronics had
previously been managed as part of the Electro-Optical Systems Group. Prior-year
balances and results of operations  disclosed in this MD&A have been restated to
give effect to this change.

Electronic Systems Group

Our  Electronic  Systems Group is a leader in the  development,  production  and
support of high-performance  combat display  workstations used by the U.S. Navy.
In addition,  we supply the military and  intelligence  communities  with signal
processing  systems and computer  systems adapted,  or  "ruggedized,"  for harsh
environments. We incorporate advanced commercial computing technology to provide
rapidly fielded and cost-effective system solutions for enhancing the military's
ability to attain information dominance in land, sea and air applications. These
systems are deployed on front-line  platforms,  including  Aegis  destroyers and
cruisers, aircraft carriers, submarines and surveillance aircraft. Our family of
rugged  computer  products is also used in the U.S.  Army's ongoing  battlefield
digitization program.

Electro-Optical Systems Group

Our Electro-Optical Systems Group is a leading provider of sophisticated thermal
imaging and targeting  systems.  We have one of the few  high-performance  focal
plane array foundries that allows us to design and develop these electro-optical
systems for our customers.  We design,  manufacture  and market thermal  imaging
systems that allow  operators to detect,  identify and target objects based upon
their infrared signatures under adverse conditions, such as darkness, fog, smoke
and dust.  These systems are used in the U.S. Army's most important  battlefield
platforms,  including  the Abrams  Battle Tank,  the Bradley  Infantry  Fighting
Vehicle, the High-Mobility  Multi-Purpose  Wheeled Vehicle Scout and the Javelin
missile program. We also design and manufacture eye-safe laser range finders.


                                       12
<PAGE>

                     DRS Technologies, Inc. and Subsidiaries

In  addition  to  military   applications,   we  are   leveraging  our  advanced
electro-optical  production  capability  by expanding  into related  non-defense
markets.  For example,  we  manufacture  electro-optical  modules for commercial
devices used in corrective  laser eye surgery and integrate  systems for retinal
scanning.

Flight Safety and Communications Group

Our  Flight  Safety  and  Communications   Group  supplies  airborne  deployable
recorders,  surveillance and communications systems and electronic manufacturing
services.  We are the leading  manufacturer of deployable  flight voice and data
recording equipment,  or "black box" recorders,  for U.S. and foreign customers.
Mounted to the airframe,  these recorders eject  automatically from the aircraft
prior to  impact,  so that they more  easily can be located by search and rescue
teams.  We have provided over 4,000 of these  deployable  recorders for military
and  search  and  rescue  aircraft.   We  also  supply   integrated  naval  ship
communications, information management systems, coastal surveillance systems and
ultra high-speed  digital imaging systems.  In addition,  we provide  electronic
manufacturing  services,  often with  value-added  engineering  content,  to the
defense and space industries.  We also design and manufacture  multiple-platform
weapons  calibration systems for such diverse air platforms as the Apache attack
helicopter and the AC-130U gunship.


Other

"Other"  includes the  activities  of DRS Corporate  Headquarters  and DRS Ahead
Technology.  DRS  Ahead  Technology  is a  commercial  operation  that  produces
magnetic  head  components  used in the  manufacturing  process of computer disk
drives,  which  burnish  and verify  the  quality  of disk  surfaces.  DRS Ahead
Technology also services and manufactures magnetic video recording heads used in
broadcast television equipment.

The  following  tables set forth,  by  operating  segment,  revenues,  operating
income,  and operating  margin and the percentage  increase or decrease of those
items as compared with the prior period:

                                    (in thousands, except for percentages)

                                    Three Months Ended
                                          June 30,           Percent Changes
                                   ---------------------     ---------------
                                     2001         2000        2001 vs. 2000
                                   --------     --------     ---------------
ESG

External revenues                  $ 38,079     $ 41,537          (8.3%)

Operating income                   $  4,808     $  2,500          92.3%

Operating margin                       12.6%         6.0%        110.0%

EOSG

External revenues                  $ 41,839     $ 35,650          17.4%

Operating income                   $  4,477     $  3,871          15.7%

Operating margin                       10.7%        10.9%         (1.8%)

FSCG

External revenues                  $ 21,198     $ 15,152          39.9%

Operating income                   $    801     $    904         (11.4%)

Operating margin                        3.8%         6.0%        (36.7%)

Other
External revenues                  $  2,236     $  2,182           2.5%

Operating loss                     $   (402)    $   (120)       (235.0%)

Operating margin                      (18.0%)       (5.5%)      (227.3%)


                                       13
<PAGE>

                     DRS Technologies, Inc. and Subsidiaries


Electronic Systems Group: Our Electronic Systems Group's revenues decreased $3.5
million, or approximately 8%, for the three-month period ended June 30, 2001, as
compared with the corresponding  prior year period. The decrease in revenues was
due primarily to the timing of shipments of combat  display  workstations  and a
decrease in shipments of certain  search and  navigation  radar  systems.  These
decreases were partially  offset by increases in revenues from rugged  computers
and peripherals. Operating income increased $2.3 million in the first quarter of
fiscal 2002, as compared with the respective fiscal 2001 period. The increase in
operating  income was driven by a change in product mix and lower overhead costs
in the first quarter of fiscal 2002, as compared  with the  corresponding  prior
year period,  as well as the  favorable  impact of the  elimination  of goodwill
amortization   in  accordance   with  SFAS  142.  The  elimination  of  goodwill
amortization  contributed  approximately $448,000 in operating income to the ESG
operating  segment  in the  three-month  period  ended June 30,  2001.  Had this
standard  been  effective  in the prior year,  operating  income would have been
$487,000 higher for the three-month period ended June 30, 2000.

Electro-Optical  Systems Group:  Our  Electro-Optical  Systems Group's  revenues
increased $6.2 million,  or approximately  17%, for the three-month period ended
June 30,  2001,  as  compared  with the  corresponding  prior year  period.  The
increase in revenues  was driven by  increased  shipments  of second  generation
electro-optical  night  vision and  targeting  systems and  infrared  detectors.
Partially  offsetting  these  increases  were  decreased  shipments  of  certain
commercial  electro-optical products.  Operating income for the first quarter of
fiscal 2002 increased $606,000, or approximately 16%, as compared with the prior
year period. The increase in operating income was primarily  attributable to the
overall  increase in revenues as well as the favorable impact of the elimination
of  goodwill  amortization  in  accordance  with SFAS 142.  The  elimination  of
goodwill amortization contributed  approximately $454,000 in operating income to
the EOSG operating  segment in the  three-month  period ended June 30, 2001. Had
this standard been effective in the prior year, operating income would have been
$528,000  higher  for the  three-month  period  ended June 30,  2000.  Partially
offsetting  these  increases were charges  recorded in connection with a certain
commercial product line.

Flight Safety and  Communications  Group:  Our Flight Safety and  Communications
Group's  revenues  increased  $6.0  million,   or  approximately  40%,  for  the
three-month period ended June 30, 2001, as compared with the corresponding prior
year period. The increase in revenues was primarily driven by our acquisition of
DRS  Communications  Company in the latter  part of the first  quarter of fiscal
2001.  Also  contributing  to the overall  increase in revenues  were  increased
shipments  of certain  mission  data  recorders.  The  increase in revenues  was
partially offset by decreased  shipments of the Group's  high-speed  cameras and
shipments of airborne  separation  video  systems.  Operating  income  decreased
approximately  $103,000  in the  three-month  period  ended  June 30,  2001,  as
compared with the  respective  prior year period.  The  elimination  of goodwill
amortization contributed  approximately $351,000 in operating income to the FSCG
operating  segment  in the  three-month  period  ended June 30,  2001.  Had this
standard  been  effective  in the prior year,  operating  income would have been
$264,000 higher for the three-month period ended June 30, 2000. In addition, DRS
Communications Company contributed approximately $782,000 to operating income in
the three month period ended June 30, 2001.  Exclusive of the  contributions  of
DRS   Communications   Company,   the  Group's  operating  income  decreased  by
approximately   $885,000.   The  decrease  in  operating  income  was  primarily
attributable  to charges of  approximately  $765,000 for costs  associated  with
shutting  down  FSCG's  Santa  Clara,  California  production  and  engineering
facility as well as decreases in revenues from  high-speed  cameras and airborne
separation video systems.  We announced in the first quarter of fiscal 2002 that
we would be closing our Santa  Clara  facility  and  relocating  production  and
engineering previously performed at this location to other DRS facilities. It is
anticipated  that the cost savings  associated  with this effort will offset the
cost to  implement  the plan and that any impact to FSCG's full year fiscal 2002
earnings will be immaterial.

Other:  Revenues for the three-month  period ended June 30, 2001 increased 3% as
compared to the  corresponding  prior year period.  Operating  loss increased by
approximately $282,000 in the three-months ended June 30, 2001, as compared with
the prior year period.  The increase in the operating  loss was primarily due to
price  pressures on certain video products and continued soft demand in the disk
drive marketplace.


                                       14
<PAGE>

                     DRS Technologies, Inc. and Subsidiaries

FINANCIAL CONDITION AND LIQUIDITY

Cash and Cash Flow

The following  table provides cash flow data for the Company for the three-month
periods ended June 30, 2001 and June 30, 2000:

<TABLE>
<CAPTION>
                                                                   (in thousands)

                                                             Three Months Ended June 30,
                                                             ---------------------------
                                                                2001             2000
                                                              --------         --------
<S>                                                           <C>              <C>
Net cash provided by (used in) operating activities           $ 4,557          $   (894)

Net cash used in investing activities                         $(3,526)         $ (9,297)

Net cash (used in) provided by financing activities           $(2,306)         $ 12,161
</TABLE>

Operating cash flow for the  three-month  period ended June 30, 2001 improved by
approximately $5.5 million as compared with the corresponding prior-year period.
This improvement  primarily resulted from increased earnings (net of adjustments
for non-cash  items), a decrease in accounts  receivable and increased  advanced
payments from  customers,  partially  offset by an increase in  inventories  and
other current assets.

Cash used in investing activities for the three-month period ended June 30, 2001
consisted of $3.5 million for capital expenditures.

We have a $160 million  secured  credit  facility  consisting  of two term loans
totaling $80 million and a revolving line of credit of $80 million, subject to a
borrowing base calculation. During the three-months ended June 30, 2001, we paid
approximately  $1.8  million in principal  payments  against our two term loans,
borrowed  approximately  $16.6 million  under the  revolving  line of credit and
repaid  approximately $18.0 million.  The borrowings under our revolving line of
credit were used to meet temporary working capital requirements. Other than cash
flows from  operations,  the revolving  line of credit is our primary  source of
liquidity.  As of June 30, 2001, we had  approximately  $39.0 million  available
under the revolving  line of credit,  after  satisfaction  of its borrowing base
requirement.

We actively  seek to finance our business in a manner that  preserves  financial
flexibility,  while  minimizing  borrowing costs to the extent  practicable.  We
continually  review the changing  financial,  market and economic  conditions to
manage the types,  amounts and  maturities  of our  indebtedness.  Cash and cash
equivalents,  internally generated cash flow from operations and other available
financing resources are expected to be sufficient to meet anticipated operating,
capital expenditure and debt service  requirements during the next twelve months
and the foreseeable future.

Our total debt to  trailing  twelve-month  EBITDA  improved  to 1.5x at June 30,
2001,  from 3.0x at June 30, 2000. The  improvement in fiscal 2002 was driven by
increased  earnings as well as a $52.6 million  reduction in total debt over the
last twelve months.


                                       15
<PAGE>

                     DRS Technologies, Inc. and Subsidiaries

Backlog

Backlog at June 30,  2001 was  approximately  $494.2  million as  compared  with
$456.5 million at March 31, 2001. We booked  approximately $139.7 million in new
orders in the first three months of fiscal 2002.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

See Part II, Item 7A,  "Quantitative  and Qualitative  Disclosures  About Market
Risk",  of our Annual  Report on Form 10-K for the fiscal  year ended  March 31,
2001 for a discussion of our exposure to market risks.  There was no significant
change in those risks during the three months ended June 30, 2001.


                                       16
<PAGE>

                     DRS TECHNOLOGIES, INC. AND SUBSIDIARIES

                           PART II. OTHER INFORMATION


         Item 1.  Legal Proceedings

         We are  party to  various  legal  actions  and  claims  arising  in the
         ordinary course of our business. In our opinion, we have adequate legal
         defenses for each of the actions and claims,  and we believe that their
         ultimate  disposition  will not have a material  adverse  effect on our
         consolidated financial position or results of operations.

         In April and May 1998,  subpoenas  were  issued to the  Company  by the
         United  States  Attorney  for the Eastern  District of New York seeking
         documents related to a governmental  investigation of certain equipment
         manufactured by DRS Photronics, Inc. (DRS Photronics).  These subpoenas
         were issued in connection with United States v. Tress, a case involving
         a  product   substitution   allegation   against  an  employee  of  DRS
         Photronics.  On June 26, 1998,  the complaint  against the employee was
         dismissed without prejudice.  Although additional subpoenas were issued
         to the Company on August 12, 1999 and May 10, 2000,  to date,  no claim
         has been  made  against  the  Company  or DRS  Photronics.  During  the
         Government's investigation,  until October 29, 1999, DRS Photronics was
         unable to ship  certain  equipment  related to the case,  resulting  in
         delays in the Company's  recognition of revenues.  On October 29, 1999,
         DRS Photronics received authorization to ship such equipment.

         We are  presently  involved  in a  dispute  in  arbitration  with  Spar
         Aerospace   Limited   (Spar)  with  respect  to  the  working   capital
         adjustment,  if any, provided for in the purchase agreement between the
         Company and Spar dated as of September  19, 1997,  pursuant to which we
         acquired, through certain of our subsidiaries,  certain assets of Spar.
         We are also in a dispute  with  Raytheon  Company  with  respect to the
         working  capital  adjustment,  if  any,  provided  for in the  purchase
         agreement  between the Company and Raytheon  dated as of July 28, 1998,
         pursuant to which we acquired,  through certain  subsidiaries,  certain
         assets of Raytheon.


         Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  Exhibit No.   Description
                  -----------   -----------

                  3.9           Certificate  of  Amendment  to the  Amended  and
                                Restated  Certificate  of  Incorporation  of the
                                Company, as filed August 8, 2001.

         (b)      Reports on Form 8-K

                  None


                                       17
<PAGE>

                     DRS TECHNOLOGIES, INC. AND SUBSIDIARIES

                                   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 thereunto duly authorized.

                                         DRS TECHNOLOGIES, INC.
                                               Registrant


Date: August 13, 2001                    /s/ Richard A. Schneider
                                         ---------------------------------------
                                         Richard A. Schneider
                                         Executive Vice President, Chief
                                           Financial Officer and Treasurer


                                       18