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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM 10-K

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                    FOR THE FISCAL YEAR ENDED MARCH 31, 1999

                          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

           Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
                                                                      NAME OF EACH EXCHANGE
             TITLE OF EACH CLASS                                       ON WHICH REGISTERED
<S>                                                                   <C>
Common Stock, $.01 par value                                          American Stock Exchange
9% Senior Subordinated Convertible Debentures due October 1, 2003     American Stock Exchange
</TABLE>

        Securities registered pursuant to Section 12(g) of the Act: NONE

     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 [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this form 10-K or any amendment to this
Form 10-K.  [ ]

     The market value of shares of common stock held by non-affiliates, based on
the closing prices for such stock on the American Stock Exchange on June 21,
1999, was approximately $85,000,000. The number of shares of common stock
outstanding as of June 21, 1999 was 9,231,669 (exclusive of 385,164 shares of
common stock held in the treasury.)


                       DOCUMENTS INCORPORATED BY REFERENCE

1.   1999 Annual Report (for the fiscal year ended March 31, 1999), incorporated
     in Part II.

2.   Definitive Proxy Statement, dated June 28, 1999, for the Annual Meeting of
     Stockholders, incorporated in Part III.

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                                     PART I

ITEM 1. BUSINESS

GENERAL

     DRS Technologies, Inc. (DRS) is a leading supplier of defense electronic
systems. We provide advanced technology products and services to government and
commercial niche markets worldwide. Our company develops and manufactures a
broad range of mission critical products--from rugged computers and peripherals
to systems and components in the areas of communications, data storage, digital
imaging, electro-optics, flight safety and space. Our defense electronics
systems and subsystems are sold to all branches of the U.S. military, selected
U.S. Government intelligence agencies, major aerospace/defense prime
contractors, international military forces and a wide range of commercial
customers. We also offer a full complement of technical support and advanced
manufacturing services.

     DRS was incorporated in 1968 and has served the defense industry for over
thirty years. We have increased our annual revenues at a compound annual growth
rate of approximately 36% over the last five years, and are currently a leading
provider of infrared night vision devices, combat display workstations,
electronic sensor systems, mission recorders and deployable flight incident
recorders. Our operating results directly reflect our strategies of maintaining
our reputation for technical excellence, focusing on the development of
long-term contracts and acquiring businesses that complement or extend our
product lines.

     We design and manufacture electronic systems for several of the U.S.
military's well-funded programs and high-profile platforms. We are organized
into four operating groups, three of which compete in the defense industry:

     o    The Electronic Systems Group (ESG) is the leading provider of naval
          computer workstations used to process and display integrated combat
          information. ESG produces rugged computers and peripherals,
          surveillance, radar and tracking systems, acoustical signal processing
          and display equipment, and combat control systems for U.S. and
          international military organizations. ESG products are used on
          front-line platforms, including Aegis destroyers and cruisers,
          aircraft carriers, submarines and surveillance aircraft. ESG's
          products are also used in the U.S. Army's ongoing battlefield
          digitization programs.

     o    The Electro-Optical Systems Group (EOSG) produces systems and
          subsystems for infrared night vision and targeting products used in
          some of the U.S. Army's most important battlefield platforms,
          including the Abrams Main Battle Tank, Bradley Infantry Fighting
          Vehicle and the High-Mobility Multipurpose Wheeled Vehicle (HMMWV)
          scout vehicle. EOSG designs, manufactures and markets products that
          allow operators to detect, identify and target objects based upon
          their infrared signatures regardless of the ambient light level. The
          effectiveness of the previous generation of these products was
          recognized in Operation Desert Storm. This Group is also a
          leading designer and manufacturer of eye-safe laser range finders and
          multiple-platform weapons calibration systems for such diverse air
          platforms as the Apache attack helicopter and AC-130U gunship. EOSG is
          leveraging its technology base by expanding into related non-defense
          markets and is a leading producer of ultra high-speed digital imaging
          systems.

     o    The Flight Safety and Communications Systems Group (FSCG) is a
          leading manufacturer of deployable flight emergency or "black box"
          recording equipment used by military and search and rescue aircraft.
          FSCG also manufactures shipboard communications and infrared
          surveillance systems for the U.S., Canadian and other navies. This
          Group uses advanced commercial technology in the design and
          manufacture of multi-sensor digital, analog and video data capture and
          recording products, as well as high-capacity data storage devices for
          the harsh environments of aerospace and defense applications. FSCG,
          recognized for its technical expertise and capabilities, also provides
          advanced manufacturing services for international military and space
          customers. FSCG products are used on such platforms as the F/A-18
          fighter, A-10 attack plane, P-3 reconnaissance aircraft and EH-101
          helicopter for surveillance, target verification and battle damage
          assessment.

     o    Consistent with our goal of utilizing our technology in the commercial
          sector, the Data Systems Group produces consumable magnetic heads used
          in the production of hard disk drives by some of the world's


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          largest computer manufacturers. Other commercial products provide data
          retrieval capability for devices such as airplane phones, credit card
          readers and other electronic scanning equipment.

     Our profitability in the defense electronics industry is due in part to our
focus on managing our financial risk with respect to the development and
fabrication of new products. Many of our research and development projects are
performed with funding obtained from the military customer under development
contracts. In fact, in fiscal year 1999, we received approximately $15,400,000
in research and development funding from our customers. In addition, when a
system enters into full production, the terms of many of our production
contracts provide for progress payments or milestone payments. This allows us to
fund a portion of our working capital requirements from external sources and
reduce our financial risk.

STRATEGY

     Our goal is to secure our emerging position as a mid-tier defense
technology supplier by maintaining our reputation for technical excellence,
focusing on the development of profitable long-term contracts and acquiring
businesses that complement or extend our product lines.

     o    LEVERAGE EXISTING CONTRACTS TO WIN NEW BUSINESS. Our experience has
          shown that high levels of performance on existing contracts provide
          contractors with valuable exposure to decision makers within the
          government procurement staff and greatly enhance the prospects of
          obtaining new or follow-on contracts. We intend to continue to
          leverage our high level of performance on our extensive range of
          existing contracts across entire program life cycles to help us obtain
          new and follow-on contracts.

     o    OBTAIN NEW DEVELOPMENT CONTRACTS. Customer-funded development
          contracts offer us the opportunity to work with our military customers
          to design and manufacture new systems and components that provide
          highly customized solutions to our customers' procurement needs, while
          minimizing our financial risk. An important element of our success
          will continue to be our ability to win new development contracts to
          maintain our backlog of funded programs.

     o    PURSUE SELECTIVE ACQUISITIONS. Historically, we have pursued
          acquisitions of complementary businesses with leading positions in
          niche product or market areas that are synergistic with our existing
          business. We believe that such acquisitions offer the opportunity to
          acquire new technologies and customers, thereby leveraging our core
          strengths. The acquisition of existing contracts provides us with both
          current income and the opportunity for future contract awards based
          upon our performance.

RECENT ACQUISITIONS

     Our financial results for the year ended March 31, 1999 do not reflect the
full impact of two important acquisitions completed in the latter half of the
fiscal year:

          On October 20, 1998, we acquired certain assets of the Second
     Generation Ground-Based Electro-Optical and Focal Plane Array businesses of
     Raytheon Company for approximately $45.0 million in cash. As a result of
     this acquisition, we have become a leading provider of Forward Looking
     Infra-Red (FLIR) technology. This technology enables an operator to detect,
     identify and acquire targets in complete darkness and other limited
     visibility conditions. For fiscal year 1999, these businesses generated
     approximately $45.6 million in revenue, and as of March 31, 1999 had a
     funded backlog of approximately $159.5 million, 50% of which is expected to
     be recognized as revenue during fiscal 2000.

          On February 19, 1999, we completed our acquisition of NAI
     Technologies, Inc. (NAI) for approximately 2.9 million shares of DRS
     common stock. NAI designs, manufactures and markets rugged computer
     systems, advanced peripheral products, intelligent terminals,
     radiation-suppressant TEMPEST computer terminals and other electronic
     equipment. For fiscal year 1999, NAI generated approximately $7.0 million
     in revenue and as of March 31, 1999, had a funded backlog of approximately
     $28.5 million, 81% of which is expected to be recognized as revenue during
     fiscal 2000.


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COMPANY ORGANIZATION

   ELECTRONIC SYSTEMS GROUP

     ESG consists of DRS Electronic Systems, Inc. (DRS ESI), located in
Gaithersburg, Maryland, DRS Laurel Technologies (DRS Laurel), located in
Johnstown, Pennsylvania, DRS Technical Services, Inc., located in San Diego,
California, DRS Technical Services, located in Chesapeake, Virginia, DRS Rugged
Systems, Inc., (DRS Rugged Systems) located in Longmont, Colorado, DRS Rugged
Systems (Europe) Ltd. (DRS Rugged Systems (Europe)), located in Farnham,
Surrey, United Kingdom, DRS Advanced Programs, Inc. (DRS Advanced Programs),
located in Columbia, Maryland, and DRS Rugged Systems (Australia) PTY. Ltd.
located in Fyshwick, Australia.

     ESG is a leading provider of naval computer workstations used to process
and display integrated combat information. ESG produces rugged computers and
peripherals, surveillance, radar and tracking systems, acoustical signal
processing and display equipment, and combat control systems for U.S. and
international military organizations. ESG products are used on front-line
platforms, including Aegis destroyers and cruisers, aircraft carriers,
submarines and surveillance aircraft. ESG's products also are used in the U.S.
Army's ongoing battlefield digitization programs.

     DRS ESI. DRS ESI designs, manufactures and integrates electronic systems
using advanced commercial technology to meet the performance and environmental
requirements of military customers. Current products include tactical processing
and combat information systems for naval ships, submarines and aircraft,
surveillance systems for coastal and harbor regions, radar systems for surface
ships, and low-cost emulators of legacy military systems for test and training
support. Major products and contracts include:

     o    AN/UYQ-70: AN/UYQ-70 Advanced Display Systems are advanced,
          open-architecture display systems designed for widespread application
          through software and hardware modification, ultimately for deployment
          on Aegis and other surface ships, submarines and airborne platforms.
          These systems are self-contained, microprocessor-based units complete
          with mainframe interface software and offer advanced computing and
          graphic capabilities. These units replace previous generation units
          that are dependent upon a shipboard mainframe computer at
          approximately 25% of the cost of the legacy systems. These systems
          were developed for the U.S. Navy under a subcontract with Lockheed
          Martin Tactical Defense Systems. Based upon the size of the Naval
          surface fleet and the average number of workstations to be deployed on
          each ship, we believe that the potential market for these workstations
          may exceed 5,000 units over the next decade.

     o    Military Display Emulators: These workstations are functionally
          identical to existing U.S. Navy shipboard display consoles built to
          military specifications, but are manufactured using low-cost
          commercial off-the-shelf (COTS) components suitable for land-based
          laboratory environments. These Military Display Emulators are used in
          U.S. Navy development, test and training sites as plug-compatible
          replacements for the more expensive shipboard qualified units. We
          currently deliver these Military Display Emulators for use at
          land-based training sites for the Aegis and other U.S. Navy programs.

     o    AN/SPS-67: AN/SPS-67 Radar Systems are being deployed on the U.S.
          Navy's new DDG-51 Aegis class ships and Spanish Navy's F-100 class
          ships. They provide ocean surveillance and navigation data, including
          detection and tracking of low flying aircraft and other targets. An
          integral part of the ships' command and control combat system, the
          AN/SPS-67 is a below-deck system which we believe has a potential
          market application on other surface ships in the Navy's fleet, as well
          as on aircraft carriers and amphibious operation assault ship
          platforms.

     o    AN/UYQ-65: AN/UYQ-65 Data Processing and Display Sets were the first
          COTS-based tactical workstations to be qualified by the U.S. Navy and
          were designed to comply with the stringent


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          requirements of the Aegis shipbuilding program. Replacing the sensor
          displays in the SQQ-89 anti-submarine warfare (ASW) combat suite, the
          AN/UYQ-65 employs dual processors enabling simultaneous I/O and
          graphics processing. This new approach allows for required high
          bandwidth processing, while maintaining response times for
          operator/machine interfaces. The system architecture can be adapted to
          meet various interface, cooling, memory, storage and processing
          requirements. These systems currently are provided to EDO Corporation
          under subcontract for international allied navies.

     o    AN/SQR-17A(V)3: The Mobile In-shore Undersea Warfare (MIUW) systems
          are multi-sensor processing systems that are deployed in land-based
          vans, utilizing sonobuoys and anchored passive detectors for harbor
          defense, coastal defense and amphibious operations surveillance, as
          well as for the enhancement of drug interdiction efforts. These
          systems currently are being procured for use in 22 field
          installations. We are under contract to provide the system's
          underwater sensor string arrays and other upgrades to these field
          installations.

     DRS ESI also produces a line of lightweight portable display workstations
for the collection, display, storage and communication of data in the field,
replacement data storage systems for program loading and data archiving on P-3C
aircraft, and flat panel display products, display subsystems and other computer
peripherals for integration primarily with military tactical display
workstations.

     DRS LAUREL. We own 80% of DRS Laurel through a partnership formed in
December 1993 with Sunburst Management, Inc. DRS Laurel serves as a
cost-efficient manufacturing operation for us and other prime defense
contractors. DRS Laurel primarily manufactures and integrates electronic
systems, providing turn-key production, and performs related electronic and
electromechanical assembly and associated test services. In addition, DRS Laurel
specializes in cable and wire harness interconnect products, primarily for large
industrial customers involved in the military and commercial aerospace
industries. DRS Laurel currently produces both the AN/UYQ-65 and AN/UYQ-70
workstations and provides electronic manufacturing services to Northrop Grumman
for the Air Force's E-8C Joint STARS aircraft and to United Defense for the M-2
Bradley fighting vehicles.

     DRS TECHNICAL SERVICES, INC. AND DRS TECHNICAL SERVICES. These units
perform field service and depot level repairs for ESG products, as well as other
manufacturers' systems, and also provide systems and software engineering
support to the U.S. Navy for the testing of shipboard combat systems. The
facilities are located in close proximity to U.S. Naval bases in Norfolk,
Virginia and San Diego, California. Services, including equipment and field
change installation, configuration audit, repair, testing and maintenance, are
performed for the U.S. Navy and, to a lesser extent, commercial customers. DRS
Technical Services also has performed work for foreign navies, including those
of Australia, Egypt, Greece, the Republic of China and Turkey.

     DRS RUGGED SYSTEMS. DRS Rugged Systems designs, develops and manufactures
rugged high-performance computer workstation systems and associated peripherals
for customers that require operation in severe environment situations. In
addition to supplying products such as flat panel displays, portable and
transportable integrated workstations, rack-mounted computer systems and mass
storage expansion units, DRS Rugged Systems also provides rugged integrated
computer systems for specific rugged requirement applications, including ground
mobile, airborne, naval surface and underwater applications. DRS Rugged Systems
participates in the U.S. Army's Common Hardware/Software (CHS-2) program, which
is providing the basic hardware/software infrastructure for the Force XXI
"digitization of the battlefield" initiative.

     DRS RUGGED SYSTEMS (EUROPE). DRS Rugged Systems (Europe) specializes in the
design, development and implementation of rugged COTS hardware for land, sea and
airborne forces. DRS Rugged Systems (Europe) is the rugged hardware systems
integrator for the British Army Attack Helicopter (Apache) ground support
system, and it also supplies the integrated rugged hardware solution in support
of the Royal Air Force Chinook Helicopter Fleet's generic health and usage
monitoring system. It is also a primary supplier of rugged COTS systems to the
Swedish Army, which utilizes rugged multi-platform computers in different
configurations, in related mobile tactical communications and information
systems, TS9000 and ATLE IS, respectively. The Flat Panel Rugged (FPR) 20-inch
rugged flat panel display is utilized in the Royal Navy's Command Support System
(CSS), and the rugged hardware for the Royal Navy's Submarine Fleet's DCG
Re-host tactical support system was designed, developed, tested and installed
under contract to BAeSEMA.


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     The Explorer (often referred to as the CCU, Compact Computer Unit) provides
the full capabilities of the CHS-2 products in a portable, self-contained unit
with its own power source and an integrated flat panel display. The unit uses
the same exchangeable media (hard disks and tape units) and provides total
compatibility of all information and system security. The unit shares its design
with the DRS Rugged Systems (Europe's) Explorer 2 and is being complemented with
an upgraded version with a larger display and greater upgrade capabilities.

     The Genesis 300 rugged multi-platform computer, a variant of the Genesis SR
(short rack), will feature an integrated 12-inch screen and keyboard. Since its
launch in 1997, the Genesis SR, which supports applications such as mission
planning, tactical communications, combat support and logistics support, has
been sold into military programs in Europe, Scandinavia and Southeast Asia. The
OPUS 16 rugged flat panel with computer, a 16-inch flat panel display with a
single board Intel(TM) computer housed in a rugged rackmount or portable
enclosure, will join the extensive FPR range of rugged flat panel color
displays. DRS Rugged Systems (Europe)'s fixed, rackmount or portable FPR panels
with 12-, 13-, 16- and 20-inch displays currently operate in a variety of land,
airborne, surface vessel and submarine environments.

     DRS RUGGED SYSTEMS (AUSTRALIA) PTY. LTD. DRS Rugged Systems (Australia)
PTY. Ltd., a subsidiary of DRS Rugged Systems (Europe), was established in
1997. The division is under contract to provide maintenance support to the
Australian Army Tactical Command Support System (AUSTACSS) and to manufacture
Explorer II workstations for a U.S. defense company.

     DRS ADVANCED PROGRAMS. DRS Advanced Programs provides custom-packaged
integrated computer systems for deployment in land vehicles, ships, shelters and
other demanding environments, including unique physical packaging requirements
such as compact size, low weight, specialized air flow and rack mounting. DRS
Advanced Programs markets directly to various U.S. Government agencies,
primarily in the intelligence community and has teamed with leading
corporations, such as GTE and Booz-Allen.

     DRS Advanced Programs designs and integrates special purpose systems
configured specifically for a variety of target applications, including:
communications processing; data acquisition, storage and forwarding; digital
signal processing; and client/server systems and embedded processing. DRS
Advanced Programs also provides specially packaged monitors, keyboards, printers
and peripheral subsystems that are used in conjunction with its computer
systems. DRS Advanced Programs now also provides support services such as
configuration management, testing, sparing, maintenance and life cycle support.

   ELECTRO-OPTICAL SYSTEMS GROUP

     EOSG consists of DRS Infrared Technologies, LP (DRS Infrared), located in
Dallas, Texas, DRS Sensor Systems, Inc. (DRS Sensor), located in El Segundo,
California, DRS Photronics, Inc. (DRS Photronics), located in Oakland, New
Jersey, DRS Optronics, Inc. (DRS Optronics) located in Palm Bay, Florida, and
DRS Hadland Ltd. (DRS Hadland), based in Tring, Hertfordshire, the United
Kingdom.

     EOSG produces systems and subsystems for infrared night vision and
targeting products used in some of the U.S. Army's most important battlefield
platforms, including the Abrams Main Battle Tank, Bradley Infantry Fighting
Vehicle and the HMMWV scout vehicle. EOSG designs, manufactures and markets
products that allow operators to detect, identify and target objects based upon
their infrared signatures regardless of the ambient light level. The
effectiveness of the previous generation of these products was recognized in
Operation Desert Storm. This Group is also a leading designer and manufacturer
of eye-safe laser range finders and multiple-platform weapons calibration
systems for such diverse air platforms as the Apache attack helicopter and
AC-130U gunship. EOSG is leveraging its technology base by expanding into
related non-defense markets and is a leading producer of ultra high-speed
digital imaging systems.

     DRS INFRARED. DRS Infrared produces infrared scanning Focal Plane Arrays
(FPAs), staring FPAs, and linear coolers (designed to maintain optimal operating
temperatures for infrared scanning) for military electro-optical systems
applications. An FPA is a two-dimensional assembly of electro-optical detecting
pixels used to generate night vision capability. FPAs are also used in
heat-seeking missile guidance systems and missile warning systems, applications
for which no pictorial image is required. DRS Infrared is a leading global
supplier of cryogenic linear coolers for infrared devices.


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     DRS Infrared is the sole source supplier of the Detector Dewar Cooler
(DDC) module for the U.S. Army's Javelin Commanders Launch Unit (CLU) for a
Lockheed Martin-Raytheon joint venture. DRS Infrared is delivering the initial
units of a three-year multi-year contract with an ordered total of 1,385 units.
DRS Infrared has a 40% share of the current contract for the SADA (Standard
Advanced Dewar Assembly) II Detector procured by the U.S. Army and supplied to
the HTI (Horizontal Technology Integration) program for use in the Second
Generation night vision equipment upgrades provided by DRS Sensor for the
Abrams, Bradleys and HMMWV scout vehicles.

     Prior to its acquisition, DRS Infrared had provided approximately 6,000
linear drive coolers to a wide cross-section of electro-optics system vendors.
The business base represented by the Javelin and SADA II programs is expected to
consist of over 10,000 coolers, or $54 million in revenues over the next ten
years.

     DRS Infrared also supplies a 256 x 256 midwave infrared module for Lockheed
Martin's Joint Air-to-Surface Stand-off Missile (JASSM) program. It also
supplies 240x480 DDC modules for several programs and has exclusive rights of
supply for certain of these items through calendar year 2000 in support of
Raytheon system sales.

     DRS SENSOR. DRS Sensor designs and manufactures the second generation FLIR
sighting systems for the U.S. Army's Abrams, Bradleys and HMMWV scout vehicles.
Second generation FLIR technology enables an operator to detect, identify and
acquire targets in complete darkness. Current programs of DRS Sensor include:

     o    HTI Second Generation FLIR thermal imaging systems (HTI SGF Thermal
          Imaging Systems) installed on the U.S. Army's Abrams, Bradleys and
          HMMWV Scouts. In January, 1999, DRS Sensor was awarded a total of
          $55.9 million to provide HTI SGF Thermal Imaging Systems for the
          sighting systems of Abrams and Bradleys, a result of the exercise of
          an option on a multiple-year contract with a total post-acquisition
          value of $92 million;

     o    Improved Bradley Acquisition System (IBAS), which provides the
          thermal imaging and fire control system installed on Bradleys. In
          November 1998, DRS Sensor was awarded a $24.2 million contract to
          provide IBAS systems for the Bradleys, a result of the exercise of an
          option on an acquired contract; and

     o    Long Range Advanced Scout Surveillance System (LRAS3), a development
          program which provides the thermal image sighting systems to be
          installed on the HMMWV scouts.

     DRS OPTRONICS. DRS Optronics designs and manufactures electro-optical
targeting, sighting and fire control systems and various missile components. DRS
Optronics provides certain manufacturing services to DRS Sensor in connection
with the HTI SGF Thermal Imaging Systems and IBAS.

     DRS Optronics also provides:

     o    Night Vision Binoculars: DRS Optronics is currently under contract to
          develop and manufacture these units for the Israeli military. The
          Nightstar(TM) night vision binocular is a hand-held viewing binocular
          that incorporates an image intensifier tube, laser range finder and
          digital compass in a compact lightweight system suited for infantry
          units, special forces and night operations involving forward observers
          and reconnaissance patrols. Nightstar(TM) displays range and azimuth
          data in the soldier's eyepiece, allowing identification of targets and
          providing essential fire support data for nighttime engagement. These
          units have a range of 20 to 2,000 meters.

     o    Gunners' Auxiliary Sight: This is an electro-optical device used as a
          primary or secondary sighting system on Abrams M1 Main Battle Tanks
          and contains a very sophisticated electro-optical device and a laser
          protective filter. DRS Optronics has produced more than 2,000 of these
          instruments and continues to operate as a repair and retrofit facility
          for the M1A2 upgrade program. Options for additional units under this
          program may be exercised through fiscal 2000.

     o    Tube-launched Optically-tracked Wire-guided (TOW) Optical Sight: DRS
          Optronics is currently the only U.S. qualified producer of two of the
          three critical assemblies in this device. This complex electro-optical
          system is the main component of the U.S.'s premier ground antitank
          weapons system.

     o    TOW Traversing Unit: This unit provides target tracking accuracy for
          the TOW antitank weapon, acting as the mount for the TOW Optical Sight
          and the associated missile launch tube. DRS Optronics is

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          currently the only qualified manufacturer of this tightly toleranced
          assembly and is involved in working on modification and retrofit
          programs. DRS Optronics also has been contracted to modify a version
          for use by an overseas customer.

     o    Eye-Safe Laser Range Finder: DRS Optronics competed against the U.S.
          Army's historical primary laser supplier for this contract and was
          awarded an initial contract for preproduction units. DRS Optronics
          also is currently manufacturing a laser range finder/target designator
          for airborne use in the Modular Integrated Laser Engagement System
          Air/Ground Engagement System II program. This effort includes
          redesigning the target designator unit to accommodate DRS Optronics'
          laser components.

     o    Missile Components: DRS Optronics provides the primary, secondary,
          tertiary and fold mirrors, housing and nose dome for Sidewinder and
          Stinger missiles. It is currently under contract to produce infrared
          components and subassemblies on many of the next-generation infrared
          missile systems.

     DRS PHOTRONICS. DRS Photronics produces weapons calibration, or
boresighting equipment, used to align and harmonize the navigation, targeting
and weapons systems on rotary- and fixed-wing aircraft. Multiple Platform
Boresighting Equipment (MPBE) is DRS Photronics' main product line. MPBE
currently is used on the Army's Apache helicopters and Apache Longbow
helicopters, the Marine Corps' Cobra helicopters, and the Air Force's AC-130
Spectre gunship radar. This technology is proprietary to the company.

     The company is the prime contractor on a tri-service (Army, Navy and Air
Force) program to develop the Airborne Digital Imaging System (ADIS) for the
test and evaluation of weapons separation events on board Navy F/A-18 aircraft.
The system, which also can be used on various other fixed- and rotary-wing
military aircraft, includes an electronically-shuttered, fast-frame,
high-resolution, digital imaging camera and a high-density, digital data storage
device. Upon completion, the ADIS will incorporate a color readiness capability
and will include a miniaturized high-speed electronic camera to assure
compatibility with multiple air platforms.

     DRS HADLAND. DRS Hadland designs, manufactures and markets products for
ultra high-speed image capture and analysis. Products include a comprehensive
range of equipment for the visual analysis of events lasting from hundreds of
femtoseconds to milliseconds. Many of these systems are used for multiple
applications by international military forces, ballistic test ranges, university
and other research institutes, laboratories and large corporations. DRS Hadland
also integrates airborne monitors and Computer-Controlled Device (CCD) cameras
with airborne video tape recording devices from DRS Precision Echo, Inc.,
another DRS subsidiary. DRS Hadland products include:

     o    Framing Cameras: Framing cameras have the ability to take a sequence
          of pictures at the same location at very high speeds. These cameras
          are designed to produce images at equivalent speeds of several million
          pictures per second, although in practice 4-8 frames are taken.
          Framing cameras are used primarily for research in the areas of
          electrical breakdown/discharge, ballistics, detonics and combustion.

     o    Electronic Ballistic Range Cameras: These cameras use digital imaging
          to capture a single picture of a projectile in flight. Slower than
          framing cameras but with better resolution, these cameras are used in
          the development and proof testing of ballistics.

     o    Streak Cameras: These cameras are designed to capture images of quick
          events analyzed over a very short, continuous period. Faster than
          framing or range cameras, streak cameras are used to produce
          continuous cross section images in one dimension, rather than full
          images, and are used for applications such as laser development and
          testing.

   FLIGHT SAFETY AND COMMUNICATIONS GROUP

     FSCG consists of DRS Flight Safety and Communications, with locations in
Carleton Place and Nepean, Ontario, Canada, DRS Technologies (UK) Ltd., located
in Hayes, Middlesex, the United Kingdom, and DRS Precision Echo, Inc. (DRS
Precision Echo), located in Santa Clara, California.

     FSCG is a leading manufacturer of deployable flight emergency or "black
box" recording equipment. These complete emergency avionics systems combine the
functionality of a crash locator beacon with a flight incident recorder for
search, recovery and crash analysis. This Group uses advanced commercial
technology in the design and manufacture of multi-sensor digital, analog and
video data capture and recording products, as well as high-

                                       7
<PAGE>


capacity data storage devices for harsh aerospace and defense environments. FSCG
also manufactures shipboard communications and infrared laser warning and range
finder displays for Canadian and other foreign navies.

     DRS FLIGHT SAFETY AND COMMUNICATIONS. DRS Flight Safety and Communications'
major products and services include:

     o    Emergency Avionics System 3000 (EAS3000): The EAS3000 is an
          integrated in-flight data recorder, cockpit voice recorder and
          emergency locator beacon system constructed in a modular, deployable
          and crash-survivable package, designed to withstand intensive
          destructive forces. Mounted on the outside of a helicopter, the
          EAS3000 provides the immediate location of an accident site, allowing
          early rescue of survivors and recovery of vital flight and cockpit
          voice data. DRS Flight Safety and Communications provides the EAS3000
          for use on UK EH-101 helicopters and its variants, as well as on the
          Italian MMI, Canadian Cormorant, Tokyo Metropolitan Police and other
          military and search and rescue helicopters. DRS Flight Safety and
          Communications also developed a version of the EAS3000, known as
          EAS3000F, for use on fixed-wing aircraft.

     o    Deployable Flight Incident Recorders: Designed to withstand the
          intense destructive forces associated with an aircraft crash,
          deployable flight incident recorders are mounted beneath the airframe
          skin. Deployment commands provided by switch activation trigger
          release of the unit and activation of the recorder. These systems also
          contain crash locator beacons. They have been installed successfully
          on fighter aircraft, such as the German Tornado and the U.S. Navy
          F/A-18 Hornet, and are used to record both flight and voice data.

     o    Aircraft Crash Locator Beacons: Consisting of a composite airfoil
          which encloses a radio transmitter and power source, crash locator
          beacons are designed to deploy and activate either before or upon
          impact. Used primarily on fixed-wing military aircraft, these crash
          position locators enable the rapid location of downed aircraft and
          timely rescue of survivors.

     o    Integrated Shipboard Communications Systems: Using the latest
          available technology and COTS-based designs, FSCG produces integrated
          digital shipboard communications systems which provide single-button
          access to tactical interior, exterior and secured channels for joint
          operations. These Shipboard Integrated Communications (SHINCOM)
          systems improve communication efficiency by eliminating the need for
          multiple single-purpose communications systems, thus providing a
          comprehensive system solution. FSCG's SHINCOM systems are capable of
          handling shipboard interior communications; communications with other
          aircraft, surface and undersea vessels; and UHF/VHF and broadband
          communications via satellite with shore stations and cooperating
          units. These systems are used aboard the Canadian Iroquois class
          ships, the U.S.S. George Washington aircraft carrier and are being
          manufactured for the Armada of Venezuela under a contract with Ingalls
          Shipbuilding.

     o    Electronic Manufacturing and Systems Integration Services: FSCG is an
          experienced provider of manufacturing, test and product support
          services and performs contract manufacturing services for various
          aerospace, military and space applications. FSCG's manufacturing
          expertise and capabilities include:

          o    surface mount and through-hole multi-layer computer circuit
               assemblies (CCAs);

          o    harness fabrication;

          o    power supply assembly and testing;

          o    motherboard assembly and testing; and

          o    systems integration services.

     DRS TECHNOLOGIES (UK) LTD. DRS Technologies (U.K.) Ltd. provides emergency
avionics and flight recorders to international military customers.

     DRS PRECISION ECHO. DRS Precision Echo designs and manufactures a variety
of COTS digital, analog and video recording systems used for military
applications, including reconnaissance, antisubmarine warfare (ASW) and other
information warfare data storage requirements. DRS Precision Echo is a leading
U.S. manufacturer of

                                       8
<PAGE>


Hi-8 millimeter military recorders supplied to the U.S. and international armed
forces. DRS Precision Echo's products include:

     o    WRR-818: This ruggedized airborne video recorder captures various
          sensor and video data on the U.S. Navy's F/A-18 and on the U.S. Air
          Force's A/OA-10A aircraft. The U.S. Army also has selected it for use
          in its Kiowa Warrior attack helicopters. A similar recorder, the
          WRR-812, has been adapted for use in the Canadian Army's Light Armored
          Reconnaissance Vehicles.

     o    DCMR-24 and 100. These are digital cassette mission recorders that use
          high-capacity digital tape formats under license by Sony Corporation.
          DRS Precision Echo produces the DCMR-24 for U.S. Navy P-3C patrol
          aircraft.

     DRS Precision Echo also provides a line of high-capacity digital tape
drives and automated library systems for the archiving and back-up of very large
amounts of digital data, ranging from 378 gigabytes to 2.6 petabytes of
uncompressed data.

   DATA SYSTEMS GROUP

     DSG consists of DRS Ahead Technology, Inc. (DRS Ahead), with locations in
San Jose, California, Plymouth, Minnesota, St. Croix Falls, Wisconsin, and
Razlog, Bulgaria. DRS Ahead manufactures burnish, glide, test and certification
heads used in the production of computer disk drives. These consumable products
are used by many U.S. disk drive manufacturers to hone the surface and ensure
the quality of magnetic disks used in computer hard drives. In addition, the
company specializes in the manufacture and refurbishment of broadcast video and
audio heads, heads used in commercial flight data recorders and in a variety of
industries for reading, writing and verifying data on magnetic cards, tapes and
inks.

CUSTOMERS

     We sell a significant portion of our products to agencies of the U.S.
Government, primarily the Department of Defense, to foreign government agencies
or to prime contractors or their subcontractors. Approximately 78%, 74% and 71%
of total consolidated revenues for fiscal 1999, 1998 and 1997, respectively,
were derived directly or indirectly from defense contracts for end use by the
U.S. Government and its agencies. See "Foreign Operations and Export Sales"
below for information concerning sales to foreign governments.

BACKLOG

     The following table sets forth our backlog by major product group
(including enhancements, modifications and related logistics support) at the
dates indicated.

     "Backlog" refers to the aggregate revenues remaining to be earned at a
specified date under contracts held by us, including, for U.S. Government
contracts, the extent of the funded amounts thereunder which have been
appropriated by Congress and allotted to the contract by the procuring
Government agency. Backlog also includes all firm orders for commercial
products. Fluctuations in backlog generally relate to the timing and amount of
defense contract awards.


                                       9
<PAGE>



                                MARCH 31, 1999   MARCH 31, 1998   MARCH 31, 1997
                                --------------   --------------   --------------
Government Products:

  U.S. Government............    $293,300,000     $141,500,000     $ 85,900,000
  Foreign Government.........      48,400,000       24,900,000       23,000,000
                                 ------------    -------------    -------------
                                  341,700,000      166,400,000      108,900,000
Commercial Products..........      24,100,000       11,000,000        9,500,000
                                 ------------    -------------    -------------
                                 $365,800,000     $177,400,000     $118,400,000
                                 ============     ============     ============


     At March 31, 1999, our backlog of orders was approximately $365.8 million
compared with $177.4 million at March 31, 1998. The increase in backlog was due
primarily to $140.4 million of acquired backlog from the acquisition of NAI and
the Raytheon electro-optical businesses. New contract awards of approximately
$322.3 million were booked during the fiscal year ended March 31, 1999.
Approximately 66% of backlog as of March 31, 1999 is expected to result in
revenues during fiscal 2000.

RESEARCH AND DEVELOPMENT

     The defense electronics sector is subject to rapid technological changes,
and the our future success will depend in large part upon our ability to improve
existing product lines and to develop new products and technologies in the same
or related fields. Thus, our technological expertise is an important factor
affecting our growth. A portion of our research and development activities take
place in connection with customer-sponsored research and development contracts.
We recorded revenues for customer-sponsored research and development of
approximately $15,400,000, $11,800,000 and $13,000,000 for fiscal 1999, 1998 and
1997, respectively. All such customer-sponsored activities are primarily the
result of contracts directly or indirectly with the U.S. Government. We also
invest in internal research and development (IR&D). Such expenditures were
approximately $5,200,000, $4,000,000, and $3,900,000 for fiscal 1999, 1998 and
1997, respectively.

CONTRACTS

     Our contracts are normally for production, service or development.
Production and service contracts are typically of the fixed-price variety with
development contracts currently of the cost-type variety. Because of their
inherent uncertainties and consequent cost overruns, historically, development
contracts have been less profitable than production contracts.

     Fixed-price contracts may provide for a firm fixed price or they may be
fixed-price incentive contracts. Under the firm fixed-price contracts, we agree
to perform for an agreed-upon price. Accordingly, we derive benefits from cost
savings, but bear the risk of cost overruns. Under the fixed-price incentive
contracts, if actual costs incurred in the performance of the contracts are less
than estimated costs for the contracts, the savings are apportioned between the
customer and us. If actual costs under such a contract exceed estimated costs,
however, excess costs are apportioned between the customer and us, up to a
ceiling. We bear all costs that exceed the ceiling, if any.

     Cost-type contracts typically provide for reimbursement of allowable costs
incurred plus a fee (profit). Unlike fixed-price contracts in which we are
committed to deliver without regard to performance cost, cost-type contracts
normally obligate us to use our best efforts to accomplish the scope of work
within a specified time and a stated contract dollar limitation. In addition,
U.S. Government procurement regulations mandate lower profits for cost-type
contracts because of our reduced risk. Under cost-plus-incentive-fee contracts,
the incentive may be based on cost or performance. When the incentive is based
on cost, the contract specifies that we are reimbursed for allowable incurred
costs plus a fee adjusted by a formula based on the ratio of total allowable
costs to target cost. Target cost, target fee, minimum and maximum fee and
adjustment formulae are agreed upon when the contract is negotiated. In the case
of performance-based incentives, we are reimbursed for allowable incurred costs
plus an incentive, contingent upon meeting or surpassing stated performance
targets. The contract provides for increases in the fee to the extent that such
targets are surpassed and for decreases to the extent that such targets are not
met. In some instances, incentive contracts also may include a combination of
both cost and performance incentives. Under cost-plus-fixed-fee contracts, we
are reimbursed for costs and receive a fixed fee, which is negotiated and
specified in the contract. Such fees have statutory limits.

                                       10
<PAGE>


     The percentages of revenues during fiscal 1999, 1998 and 1997 attributable
to our contracts by contract type were as follows:

                                            FISCAL YEARS ENDED MARCH 31,
                                            ----------------------------
                                             1999       1998       1997
                                            ------     ------     ------
     Firm fixed-price...................      84%        85%        85%
     Cost-plus-incentive fee............       2%         4%         5%
     Cost-plus-fixed fee................      14%        11%        10%

     The consistent percentage and continued predominance of firm fixed-price
contracts are reflective of the fact that production contracts comprise a
significant portion of our U.S. Government contract portfolio.

     We negotiate for and generally receive progress payments from our customers
of between 75-90% of allowable costs incurred on the previously described
contracts. Included in our reported revenues are certain amounts which we have
not billed to customers. These amounts, approximately $14.8 million, $7.6
million, and $3.8 million as of March 31, 1999, 1998 and 1997, respectively,
consist of costs and related profits, if any, in excess of progress payments for
contracts on which sales are recognized on a percentage-of-completion basis.

     Under generally accepted accounting principles, all U.S. Government
contract costs, including applicable general and administrative expenses, are
charged to work-in-progress inventory and are written off to costs and expenses
as revenues are recognized. The Federal Acquisition Regulations (FAR),
incorporated by reference in U.S. Government contracts, provide that internal
research and development costs are allowable general and administrative
expenses. To the extent that general and administrative expenses are included in
inventory, research and development costs also are included. Unallowable costs,
pursuant to the FAR, are excluded from costs accumulated on U.S. Government
contracts. Work-in-process inventory included general and administrative costs
(which include internal research and development costs) of $13.6 million and
$9.9 million at March 31, 1999 and 1998, respectively.

     Our defense contracts and subcontracts are subject to audit, various profit
and cost controls, and standard provisions for termination at the convenience of
the customer. Multiyear U.S. Government contracts and related orders are subject
to cancellation if funds for contract performance for any subsequent year become
unavailable. In addition, if certain technical or other program requirements are
not met in the developmental phases of the contract, then the follow-on
production phase may not be realized. Upon termination other than for a
contractor's default, the contractor normally is entitled to reimbursement for
allowable costs, but not necessarily all costs, and to an allowance for the
proportionate share of fees or earnings for the work completed.

COMPETITION

     Our products are sold in markets containing competitors which are
substantially larger than we are, devote substantially greater resources to
research and development and generally have greater financial resources. Certain
competitors are also our customers and suppliers. The extent of competition for
any single project generally varies according to the complexity of the product
and the dollar volume of the anticipated award. We believe that we compete on
the basis of the performance of our products, our reputation for prompt and
responsive contract performance, and our accumulated technical knowledge and
expertise. Our future success will depend in large part upon our ability to
improve existing product lines and to develop new products and technologies in
the same or related fields.

     In the military sector, we compete with large and mid-tier defense
contractors on the basis of product performance, cost, overall value, delivery
and reputation. As the size of the overall defense industry has decreased in
recent years, the number of consolidations and mergers of defense suppliers has
increased. We expect this consolidation trend to continue. As the industry
consolidates, the large defense contractors are narrowing their supplier base
and awarding increasing portions of projects to strategic mid- and lower-tier
suppliers, and, in the process, are becoming oriented more toward system
integration and assembly. Management believes that we have benefited from this
trend, as evidenced by the formation of strategic alliances with several large
suppliers.

                                       11
<PAGE>


PATENTS AND LICENSES

     We have patents on certain of our commercial and data recording products
semi-conductor devices, rugged computer related items, and electro-optical and
focal plane array products. DRS and its subsidiaries have certain registered
trademarks, none of which are considered significant to current operations. We
believe our patent position and intellectual property portfolio, in the
aggregate, is valuable to our operations. We do not believe that the conduct of
our business as a whole is materially dependent on any single patent, trademark
or copyright.

MANUFACTURING AND SUPPLIERS

     Our manufacturing processes for our products, excluding certain
electro-optical products, includes the assembly of purchased components and
testing of products at various stages in the assembly process. Purchased
components include integrated circuits, circuit boards, sheet metal fabricated
into cabinets, resistors, capacitors, semiconductors, silicon wafers and other
conductive materials, insulated wire and cables. In addition, many of our
products use machined castings and housings, motors and recording and
reproducing heads. Many of the purchased components are fabricated to our
designs and specifications. The manufacturing process for certain of our optics
products includes the grinding, polishing and coating of various optical
materials and the machining of metal components.

     Although materials and purchased components generally are available from a
number of different suppliers, several suppliers are our sole source of certain
components. If a supplier should cease to deliver such components, other sources
probably would be available; however, added cost and manufacturing delays might
result. We have not experienced significant production delays attributable to
supply shortages, but occasionally experienced quality and other related
problems with respect to certain components, such as semiconductors and
connectors. In addition, with respect to our optical products, certain exotic
materials, such as germanium, zinc sulfide and cobalt, may not always be readily
available.

FOREIGN OPERATIONS AND EXPORT SALES

     We currently sell several of our products and services in the international
marketplace to Canada, Israel, the Republic of China, Spain, Australia, and
other countries in Europe, Scandinavia, and Southeast Asia. Foreign sales are
derived under export licenses granted on a case-by-case basis by the United
States Department of State. Our foreign contracts generally are payable in
United States dollars. Export sales accounted for 10% or less of total revenues
in the fiscal years ended March 31, 1998 and 1997.

     We operate outside the United States through FSCG, in Canada and the United
Kingdom, and through ESG and EOSG primarily in the United Kingdom. The
information required by this item with respect to revenues and long-lived assets
by geographic area is incorporated by reference herein to page 49 of the DRS
1999 Annual Report (for the fiscal year ended March 31, 1999).

     The addition of international businesses involves additional risks for us,
such as exposure to currency fluctuations, future investment obligations and
changes in foreign economic and political environments. In addition,
international transactions frequently involve increased financial and legal
risks arising from stringent contractual terms and conditions and widely
different legal systems, customs and practices in foreign countries.



                                       12
<PAGE>


                                   MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

     The names of our executive officers, their positions and offices with us,
and their ages are set forth below:

NAME                          AGE                 POSITION
----                          ---                 --------
Mark S. Newman.............    49   Chairman of the Board, President
                                      and Chief Executive Officer

Paul G. Casner, Jr.........    61   Executive Vice President, Operations

Nina Laserson Dunn.........    52   Executive Vice President, General Counsel
                                      and Secretary

Richard Ross...............    45   Vice President; President of DRS
                                      Electro-Optical Systems Group

Richard A. Schneider.......    46   Executive Vice President, Chief Financial
                                      Officer and Treasurer

     MARK S. NEWMAN has been employed by us since 1973. He was named Vice
President, Finance, Chief Financial Officer and Treasurer in 1980 and Executive
Vice President in 1987. Mr. Newman became a Director of DRS in 1988. In May
1994, Mr. Newman became the President and Chief Executive Officer of DRS and in
August 1995 became Chairman of the Board.

     PAUL G. CASNER, JR. joined DRS in 1993 as President of Technology
Applications and Service Company, now DRS Electronic Systems, Inc. In 1994, he
became President of the DRS Electronic Systems Group and a Vice President of
DRS. In 1998, he became our Executive Vice President, Operations. Mr. Casner has
over 30 years of experience in the defense electronics industry and has held
positions in engineering, marketing and general management.

     NINA LASERSON DUNN joined us as Executive Vice President, General Counsel
and Secretary in July 1997. Prior to joining DRS, Ms. Dunn was a director in the
corporate law department of Hannoch Weisman, a Professional Corporation, where
she served as our outside legal counsel. Ms. Dunn is admitted to practice law in
New York and New Jersey and is a member of the American, New York State and New
Jersey State Bar Associations.

     RICHARD ROSS joined us as Assistant Vice President and Director of Sales in
1986 and became Assistant Vice President, Corporate Development in 1987. In
1988, he became a Vice President of DRS, and in 1990, he became President of DRS
Photronics, Inc. Mr. Ross also serves as President of the DRS Electro-Optical
Systems Group.

     RICHARD A. SCHNEIDER joined us in 1999 as Executive Vice President, Chief
Financial Officer and Treasurer of DRS. He held similar positions at NAI and was
a member of its Board of Directors prior to its acquisition by DRS in February
1999. Mr. Schneider has over 20 years of experience in corporate financial
management, including ten years with NAI.

EMPLOYEES

     At March 31, 1999, we had approximately 2,180 employees, 1,503 of which
were located in the United States. None of our employees are represented by
labor unions, and we have experienced no work stoppages. There is a continuing
demand for qualified technical personnel, and we believe that its future growth
and success will depend upon its ability to attract, train and retain such
personnel.


                                       13
<PAGE>


ITEM 2. PROPERTIES

     We lease the following properties:

<TABLE>
<CAPTION>

          SUBSIDIARY                                                              APPROXIMATE
              OR                                                                    SQUARE
           DIVISION                    LOCATION                ACTIVITIES           FOOTAGE        EXPIRATION
  ---------------------------- -------------------------- -------------------- ---------------- -----------------

<S>                                <C>                      <C>                 <C>                 <C>
  CORPORATE
  DRS Technologies, Inc.        Parsippany, New Jersey    Corporate                  10,800       Fiscal 2003
                                                          Headquarters

  ESG
  DRS Electronic Systems, Inc.  Gaithersburg, Maryland    Administrative,            45,500       Fiscal 2006
                                                          Engineering and
                                                          Manufacturing

  DRS Electronic Systems, Inc.  Arlington, Virginia       Administrative and          2,000       Fiscal 2002
                                                          Marketing

  DRS Laurel Technologies       Johnstown, Pennsylvania   Administrative and         38,000       Fiscal 2004
                                                          Manufacturing

  DRS Laurel Technologies       Davidsville,              Manufacturing              65,800       Fiscal 2000
                                Pennsylvania

  DRS Technical Services, Inc.  San Diego, California     Engineering                 5,000       Fiscal 2000
                                                          Support Services

  DRS Technical Services        Chesapeake, Virginia      Field Service and          22,000       Fiscal 2005
                                                          Engineering Support

  DRS Advanced Programs, Inc.   Columbia, Maryland        Administrative,            25,000       Fiscal 2002
                                                          Engineering and
                                                          Manufacturing

  DRS Rugged Systems            Farnham, Surrey,          Administrative,            26,000       Fiscal 2015
  (Europe) Ltd.                 United Kingdom            Engineering and
                                                          Manufacturing

  DRS Rugged Systems            Gateshead, Newcastle,     Administrative                500       Fiscal 2001
  (Europe) Ltd.                 United Kingdom

  DRS Rugged Systems            Fyshwick, Australia       Sales                       1,200       Fiscal 2000
  (Australia) PTY. Ltd.

  DRS Rugged Systems, Inc.      Longmont, Colorado        Administrative,            43,300       Fiscal 2005
                                                          Engineering and
                                                          Manufacturing

  EOSG
  DRS Photronics, Inc.          Oakland, New Jersey       Administrative and         25,400       Fiscal 2003
                                                          Engineering

  DRS Photronics, Inc.          Oakland, New Jersey       Administrative and         36,000       Fiscal 2003
                                                          Manufacturing

  DRS Optronics, Inc.           Palm Bay, Florida         Administrative,            85,200       Fiscal 2006
                                                          Engineering and
                                                          Manufacturing

  DRS Hadland, Inc.             Cupertino, California     Sales and Field             1,200       Fiscal 2000
                                                          Service

  DRS Hadland GmbH              Munich, Germany           Sales and Field               200       (1)
                                                          Service


</TABLE>


----------
(1) Lease has no set expiration date. Three months notice is required to
    terminate lease.

                                       14
<PAGE>


<TABLE>
<CAPTION>

          SUBSIDIARY                                                              APPROXIMATE
              OR                                                                    SQUARE
           DIVISION                    LOCATION                ACTIVITIES           FOOTAGE        EXPIRATION
  ---------------------------- -------------------------- -------------------- ---------------- -----------------

<S>                                <C>                      <C>                 <C>                 <C>
  DRS Hadland Ltd.              Tring, Hertfordshire,     Storage                     2,000       Fiscal 2000
                                United Kingdom

  DRS Infrared Technologies,    Dallas, Texas             Administrative,           109,600       Fiscal 2003
  LP                                                      Engineering and
                                                          Manufacturing

  DRS Sensor Systems, Inc.      El Segundo, California    Administrative,            17,400       Fiscal 2000
                                                          Engineering and
                                                          Manufacturing

  DSG
  DRS Ahead Technology, Inc.    San Jose, California      Administrative,            32,000       Fiscal 2001
                                                          Product
                                                          Development and
                                                          Manufacturing

  DRS Ahead Technology, Inc.    Plymouth, Minnesota       Administrative and         13,700       Fiscal 2003
                                                          Manufacturing

  DRS Ahead Technology, Inc.    St. Croix Falls,          Administrative and         20,000       Fiscal 2000
                                Wisconsin                 Manufacturing

  FSCG
  DRS Flight Safety and         Nepean, Ontario,          Administrative and          8,000       Fiscal 2004
  Communications                Canada                    Engineering

  DRS Precision Echo, Inc.      Santa Clara, California   Administrative,            32,700       Fiscal 2006
                                                          Engineering and
                                                          Manufacturing

  DRS Technologies (UK) Ltd.    Hayes, Middlesex,         Administrative and          6,800       Fiscal 2001
                                United Kingdom            Manufacturing
</TABLE>

     On October 20, 1998, upon the closing of the acquisition of the
electro-optical businesses of Raytheon, DRS Sensor Systems entered into a lease
agreement for approximately 17,400 square feet of space partitioned from the
Raytheon facility in El Segundo, California, and DRS Infra-Red entered into two
sub-lease agreements for Raytheon facilities in Dallas, Texas for (1) a
stand-alone 48,000 square foot research facility and (2) a partition measuring
61,600 square feet of a neighboring Texas Instruments building. DRS Sensor
Systems is currently in the process of relocating to its newly leased facility
in Torrance, California.

     During July 1998, in connection with the expiration of the lease for the
Kanata, Ontario, Canada facility, FSCG relocated a substantial portion of the
Kanata operations to its facility in Carleton Place, Ontario, Canada and the
remainder to a leased facility in Nepean, Ontario, Canada.

     We lease the building in Oakland, New Jersey from LDR Realty Co., a
partnership established by the co-founders of DRS. We believe that this lease
was consummated on terms no less favorable than those that could have been
obtained by us from an unrelated third party in a transaction negotiated on an
arms-length basis.

     We own the following properties:

<TABLE>
<CAPTION>

          SUBSIDIARY                                                                              APPROXIMATE
              OR                                                                                     SQUARE
           DIVISION                          LOCATION                    ACTIVITIES                 FOOTAGE
  ----------------------------       --------------------------      --------------------      -------------------

<S>                                     <C>                           <C>                        <C>
  DSG
  DRS Ahead Technology, Inc.         Razlog, Bulgaria                Manufacturing                   64,100


</TABLE>



                                       15

<PAGE>
<TABLE>
<CAPTION>

          SUBSIDIARY                                                                              APPROXIMATE
              OR                                                                                     SQUARE
           DIVISION                          LOCATION                    ACTIVITIES                 FOOTAGE
  ----------------------------       --------------------------      --------------------      -------------------

<S>                                     <C>                           <C>                        <C>

  EOSG
  DRS Hadland Ltd.                   Tring, Hertfordshire,           Administrative,                  7,500
                                     United Kingdom                  Engineering and
                                                                     Manufacturing

  FSCG
  DRS Flight Safety and              Carleton Place, Ontario,        Administrative and             128,500
  Communications                     Canada                          Manufacturing

</TABLE>


     We believe that all our facilities are in good condition, adequate for our
intended use and sufficient for our immediate needs. It is not certain whether
we will negotiate new leases as existing leases expire. Such determinations will
be made as existing leases approach expiration and will be based on an
assessment of our requirements at that time. Further, we believe that we can
obtain additional space, if necessary, based on prior experience and current
real estate market conditions.

     Substantially all of our assets, including those properties identified
above, are pledged as collateral on our borrowings (see Note 7 of Notes to
Consolidated Financial Statements).

ENVIRONMENTAL PROTECTION

     We believe that our manufacturing operations and properties are, in all
material respects, in compliance with existing federal, state and local
provisions enacted or adopted to regulate the discharge of materials into the
environment or otherwise protect the environment. Such compliance has been
achieved without material effect on our earnings or competitive position.

ITEM 3. LEGAL PROCEEDINGS

     We are a 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 the first quarter of fiscal 1999, subpoenas were issued to the Company
by the United States Attorney for the Eastern District of New York seeking
documents related to certain equipment manufactured by 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 is dismissed
without prejudice. To date, no claim has been made or threatened against the
Company or DRS Phototronics. DRS Phototronics is currently unable to ship
certain equipment related to the case, resulting in delays in the Company's
recognition of revenues. At this time, the Company is unable to quantify the
effect of the delayed shipments on its future results of operations or financial
position, or to predict when such shipments ultimately will be made, although
the delays are expected to impact fiscal 2000 first quarter results.

     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 (see Note 2 of Notes to Consolidated
Financial Statements.)

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     On February 11, 1999 at a special meeting, DRS stockholders approved the
merger of NAI Technologies, Inc. with and into a wholly-owned subsidiary of DRS.
There were 4,202,205 votes in favor of the merger, 32,500 votes against, and
7,107 abstentions. The merger successfully was consummated on February 19, 1999.
At the same meeting, the stockholders approved an amendment to our 1996 Omnibus
Plan to increase the number of shares of our Common Stock reserved for issuance
under this Plan by 900,000 shares, for an aggregate of 1,400,000. There were
3,989,677 votes in favor of the Plan amendment, 232,318 votes against and 19,817
abstentions. No other matters were submitted to a vote of security holders
during the fourth quarter of the fiscal year ended March 31, 1999.


                                       16
<PAGE>

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     We have not paid any cash dividends since 1976. We intend to retain future
earnings for use in our business and do not expect to declare cash dividends on
our Common Stock in the foreseeable future. The indenture relating to the our 9%
Senior Subordinated Convertible Debentures and our bank lines of credit restrict
our ability to pay dividends or make other distributions on our Common Stock.
See Note 7 of Notes to Consolidated Financial Statements for information
concerning restrictions on the declaration or payment of dividends. Any future
declaration of dividends will be subject to the discretion of our Board of
Directors. The timing, amount and form of any future dividends will depend,
among other things, on our results of operations, financial condition, cash
requirements, plans of expansion and other factors deemed relevant by our Board
of Directors.

     The information required by this item with respect to the market prices for
and number of holders of our common equity securities is incorporated herein by
reference to page 50 of the DRS 1999 Annual Report (for the fiscal year ended
March 31, 1999).

ITEM 6. SELECTED FINANCIAL DATA

     The information required by this item is incorporated by reference herein
to page 20 of the DRS 1999 Annual Report (for the fiscal year ended March 31,
1999).

ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
        OPERATIONS

     The information required by this item is incorporated by reference herein
to pages 21 through 31 of the DRS 1999 Annual Report (for the fiscal year ended
March 31, 1999).


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     In the normal course of business, the Company is exposed to market risks
relating to fluctuations in interest rates and foreign currency exchange risk.
The Company does not enter into derivatives or other financial instruments for
trading or speculative purposes.

   INTEREST RATE RISK

     As the Company seeks debt financing to maintain its ongoing operations and
sustain its growth, it is exposed to interest rate risk. Borrowings under the
Company's $150 million secured credit facility with Mellon Bank, N.A are
sensitive to changes in interest rates as such borrowings bear interest at
variable rates. In January 1998, the Company entered into an interest rate
collar agreement (expiring on January 8, 2001) to limit the impact of interest
rate fluctuations on cash flow and interest expense. As of March 31, 1999
approximately $6.6 million of the Company's $101.5 million of interest rate
sensitive obligations outstanding have been limited to the "ceiling" rate of
5.75% and the "floor" rate 4.77%.

   FOREIGN CURRENCY EXCHANGE RISK

     DRS operates and conducts business in foreign countries and as a result is
exposed to movements in foreign currency exchange rates. More specifically, our
net equity is impacted by the conversion of the net assets of foreign
subsidiaries for which the functional currency is not the U.S. Dollar for U.S.
reporting purposes. The Company's exposure to foreign currency exchange risk
related to its foreign operations is not material to the Company's results of
operations, cash flows or financial position. The Company, at present, does not
hedge this risk but continues to evaluate such foreign currency translation risk
exposure.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The information required by this item is incorporated by reference herein
to pages 32 through 50 of the DRS 1999 Annual Report (for the fiscal year ended
March 31, 1999).

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

     None.


                                       17
<PAGE>


                                    PART III


     The information required by Items 10. through 13. of this Part is
incorporated herein by reference to our Definitive Proxy Statement, dated June
28, 1999, for the 1999 Annual Meeting of Stockholders. Reference also is made to
the information under "Executive Officers of the Registrant" in Part I of this
report.



























                                       18
<PAGE>




                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

   (a)    Documents filed as part of this report

           1.   Financial Statements

                The following financial statements of DRS and its
           subsidiaries have been incorporated by reference to the DRS 1999
           Annual Report (for the fiscal year ended March 31, 1999),
           pursuant to Item 8 of this report:

<TABLE>
<CAPTION>

           1999 ANNUAL REPORT                                                          PAGE(S)
           ------------------                                                          -------

<S>                                                                                       <C>
           Independent Auditors' Report                                                 51

           Consolidated Balance Sheets--March 31, 1999 and 1998                         32

           Consolidated Statements of Earnings--Years Ended March 31,
            1999, 1998 and 1997                                                         33


           Consolidated Statements of Stockholders' Equity and Comprehensive
            Earnings--Years Ended March 31, 1999, 1998 and 1997                         34


           Consolidated Statements of Cash Flows--Years Ended March 31,
            1999, 1998 and 1997                                                         35

           Notes to Consolidated Financial Statements                                   36-50
</TABLE>


          2.   Financial Statement Schedules See Appendix A hereto.

          3.   Exhibits filed as part of this report are listed in the Exhibit
               Index at the end of this report.

  (b)    Reports on Form 8-K

          1.   Filed as of January 4, 1999; Amendment No. 1 to Current Report on
               Form 8-K dated November 4, 1998, containing financial statements
               of assets to be acquired and liabilities to be assumed pursuant
               to the Company's acquisition of certain assets of the Second
               Generation Ground-Based Electro-Optical and Focal Plane Array
               businesses of Raytheon Company.

          2.   Filed as of January 6, 1999; Amendment No. 2 to Current Report on
               Form 8-K dated November 4, 1998, containing consent of
               independent auditors.

          3.   Filed as of March 5, 1999; Current Report on Form 8-K, describing
               the Company's acquisition of NAI Technologies, Inc.


                                       19
<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities 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.

     Dated: June 29, 1999

                                   /s/ MARK S. NEWMAN
                                   --------------------------------------

                                   Mark S. Newman, Chairman of the Board,
                                   President and Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

              SIGNATURE                                      TITLE                                    DATE
              ---------                                      -----                                    ----

<S>                                              <C>                                                <C>
/s/ MARK S. NEWMAN                            Chairman of the Board, President,                    June 29, 1999
--------------------------------------        Chief Executive Officer and Director
Mark S. Newman

/s/ RICHARD A. SCHNEIDER                      Executive Vice President, Chief                      June 29, 1999
--------------------------------------        Financial Officer and Treasurer
Richard A. Schneider

/s/ IRA ALBOM                                 Director                                             June 29, 1999
--------------------------------------
Ira Albom

/s/ DONALD C. FRASER                          Director                                             June 29, 1999
--------------------------------------
Donald C. Fraser

/s/ WILLIAM F. HEITMANN                       Director                                             June 29, 1999
--------------------------------------
William F. Heitmann

/s/ STEVEN S. HONIGMAN                        Director                                             June 29, 1999
--------------------------------------
Steven S. Honigman

/s/ MARK N. KAPLAN                            Director                                             June 29, 1999
--------------------------------------
Mark N. Kaplan

/s/ C. SHELTON JAMES                          Director                                             June 29, 1999
--------------------------------------
C. Shelton James

/s/ STUART F. PLATT                           Director                                             June 29, 1999
--------------------------------------
Stuart F. Platt

/s/ ERIC J. ROSEN                             Director                                             June 29, 1999
--------------------------------------
Eric J. Rosen
</TABLE>


                                       20
<PAGE>



                                                                      APPENDIX A



                    DRS TECHNOLOGIES, INC. AND SUBSIDIARIES


                                     INDEX

Independent Auditors' Report

Financial Statement Schedules

      Schedule II--Valuation and Qualifying Accounts

      All other financial statement schedules have been omitted because they are
      either not required,  not applicable or the required  information is shown
      in the consolidated financial statements or the notes thereto.


                  INDEPENDENT AUDITORS' REPORT ON CONSOLIDATED
                          FINANCIAL STATEMENT SCHEDULE

The Board of Directors and Stockholders,
DRS Technologies, Inc.:

     Under date of May 11, 1999, we reported on the consolidated balance sheets
of DRS Technologies, Inc. and subsidiaries as of March 31, 1999 and 1998, and
the related consolidated statements of earnings, stockholders' equity and
comprehensive earnings, and cash flows for each of the years in the three-year
period ended March 31, 1999, as contained in the 1999 Annual Report to
stockholders. These consolidated financial statements and our report thereon are
incorporated by reference in the Annual Report on Form 10-K for the fiscal year
1999. In connection with our audits of the aforementioned consolidated financial
statements, we also have audited the related consolidated financial statement
schedule as listed in the accompanying index. The consolidated financial
statement schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion on the consolidated financial statement
schedule based on our audits.


     In our opinion, such consolidated financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly, in all material respects, the information set forth
therein.


KPMG LLP

Short Hills, New Jersey
May 11, 1999


                                       21
<PAGE>


                                   DRS TECHNOLOGIES, INC. AND SUBSIDIARIES


                                 SCHEDULE II. VALUATION AND QUALIFYING ACCOUNTS
                                   YEARS ENDED MARCH 31, 1999, 1998 AND 1997


<TABLE>
<CAPTION>
          COL. A                   COL. B                COL. C                        COL. D                COL. E
                                                     ADDITIONS (A)                 DEDUCTIONS (B)
                                               ---------------------------   ---------------------------

                                                  (1)            (2)            (1)            (2)

                                                                CHARGED TO                    CREDITED TO
                                 BALANCE AT     CHARGED TO        OTHER         CREDITED TO      OTHER       BALANCE AT
                                BEGINNING OF      COSTS         ACCOUNTS--        COSTS        ACCOUNTS--      END OF
         DESCRIPTION               PERIOD      AND EXPENSES      DESCRIBE      AND EXPENSES     DESCRIBE       PERIOD
         -----------            ------------   ------------     ----------     ------------    ----------    ----------

INVENTORY RESERVE
<S>                                  <C>           <C>             <C>           <C>             <C>          <C>
Year ended March 31, 1999         $1,695,000    $3,484,000    $  440,000(c)    $1,461,000     $  797,000(d)  $3,361,000
Year ended March 31, 1998         $  741,000    $  664,000    $  988,000(c)    $  532,000     $  166,000(d)  $1,695,000
Year ended March 31, 1997         $1,069,000    $   44,000    $2,166,000(c)    $  400,000     $2,138,000(d)  $  741,000

LOSSES & FUTURE COSTS
 ACCRUED ON UNCOMPLETED
 CONTRACTS
Year ended March 31, 1999         $4,120,000    $2,717,000    $5,784,000(c)    $1,197,000     $3,305,000(e)  $8,119,000
Year ended March 31, 1998         $2,204,000    $4,834,000    $  166,000(c)    $2,346,000     $  738,000(e)  $4,120,000
Year ended March 31, 1997         $3,850,000    $1,564,000    $   16,000(c)    $1,060,000     $2,166,000(e)  $2,204,000

ALLOWANCE FOR DOUBTFUL
 ACCOUNTS
Year ended March 31, 1999         $  486,000    $  564,000    $  258,000(c)    $   48,000     $    6,000(d)  $1,254,000
Year ended March 31, 1998         $  136,000    $  313,000    $   71,000(c)    $   34,000     $      --      $  486,000
Year ended March 31, 1997         $  136,000    $      --     $      --        $      --      $      --      $  136,000


</TABLE>

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

(a) Represents, on a full-year basis, net credits to reserve accounts.

(b) Represents, on a full-year basis, net charges to reserve accounts.

(c) Represents amounts reclassified from related reserve accounts.

(d) Represents amounts utilized and credited to related asset accounts.

(e) Represents amounts reclassified to related reserve accounts.



                                       22
<PAGE>


                                EXHIBIT INDEX

     Certain of the following exhibits, designated with an asterisk (*) are
filed herewith. Certain of the following exhibits, designated with a "P", are
being filed on paper, pursuant to a hardship exemption under Rule 202 of
Regulation S-T. The exhibits not so designated have been previously filed with
the Commission and are incorporated herein by reference to the documents
indicated in brackets following the descriptions of such exhibits.


EXHIBIT NO.    DESCRIPTION
-----------    -----------
 3.1     --    Restated Certificate of Incorporation of the Company
               [Registration Statement No. 2-70062-NY, Amendment No. 1, Exhibit
               2(a)]
 3.2     --    Certificate of Amendment of the Restated Certificate of
               Incorporation of the Company, as filed July 7, 1983 [Registration
               Statement on Form 8-A of the Company, dated July 13, 1983,
               Exhibit 2.2]
 3.3     --    Composite copy of the Restated Certificate of Incorporation of
               the Company, as amended [Registration Statement No. 2-85238,
               Exhibit 3.3]
 3.4     --    Amended and Restated Certificate of Incorporation of the Company,
               as filed April 1, 1996 [Registration Statement No. 33-64641,
               Post-Effective Amendment No. 1, Exhibit 3.4]
 3.5     --    By-laws of the Company, as amended to November 7, 1994 [Form
               10-K, fiscal year ended March 31, 1995, File No. 1-8533,
               Exhibit 3.4]
 3.6     --    Certificate of Amendment of the Certificate of Incorporation of
               Precision Echo Acquisition Corp., as filed March 10, 1995 [Form
               10-K, fiscal year ended March 31, 1995, File No. 1-8533, Exhibit
               3.5]
 3.7     --    Form of Advance Notice By-Laws of the Company [Form 10-Q, quarter
               ended December 31, 1995, File No. 1-8533, Exhibit 3]
 3.8     --    Amended and Restated By-Laws of the Company, as of April 1, 1996
               [Registration Statement No. 33-64641, Post-Effective Amendment
               No. 1, Exhibit 3.8]
 4.1     --    Indenture, dated as of September 22, 1995, between the Company
               and The Trust Company of New Jersey, as Trustee, in respect of
               the Company's 9% Senior Subordinated Convertible Debentures Due
               2003 [Registration Statement No. 33-64641, Amendment No. 1,
               Exhibit 4.1]
 4.2     --    Form of 9% Senior Subordinated Convertible Debenture Due 2003
               (included as part of Exhibit 4.1) [Registration Statement No.
               33-64641, Amendment No. 1, Exhibit 4.2]
 4.3     --    Registration Rights Agreement, dated as of September 22, 1995
               between the Company and Forum Capital Markets L.P.
               [Registration Statement No. 33-64641, Amendment No. 1, Exhibit
               4.3]
10.1     --    1991 Stock Option Plan of the Company [Registration Statement
               No. 33-42886, Exhibit 28.1]
10.2     --    1996 Omnibus Plan of the Company [Registration Statement No.
               333-14487, Exhbit 99.1]
10.3     --    Joint Venture Agreement, dated as of November 3, 1993, by and
               between DRS Systems Management Corporation and Laurel
               Technologies, Inc. [Form 10-Q, quarter ended December 31, 1993,
               File No. 1-8533, Exhibit 6(a)(3)]
10.4     --    Waiver Letter, dated as of December 13, 1993, by and between
               DRS Systems Management Corporation and Laurel Technologies, Inc.
               [Form 10-Q, quarter ended December 31, 1993, File No. 1-8533,
               Exhibit 6(a)(4)]
10.5     --    Partnership Agreement, dated December 13, 1993, by and between
               DRS Systems Management Corporation and Laurel Technologies, Inc.
               [Form 10-Q, quarter ended December 31, 1993, File No. 1-8533,
               Exhibit 6(a)(5)]
10.6     --    Lease, dated June 28, 1979, between the Company and J.L. Williams
               & Co., Inc. ("Williams") [Registration Statement No. 2-70062-NY,
               Exhibit 9(b)(4)(i)]


                                       23
<PAGE>


EXHIBIT NO.    DESCRIPTION
-----------    -----------

10.7     --    Lease, dated as of June 1, 1983, between LDR Realty Co. and the
               Company [Form 10-K, fiscal year ended March 31, 1984, File No.
               1-8533, Exhibit 10.7]
10.8     --    Renegotiated Lease, dated June 1, 1988, between LDR Realty Co.
               and the Company [Form 10-K, fiscal year ended March 31, 1989,
               File No. 1-8533, Exhibit 10.8]
10.9     --    Lease, dated July 20, 1988, between Precision Echo, Inc. and Bay
               511 Corporation [Form 10-K, fiscal year ended March 31, 1991,
               File No. 1-8533, Exhibit 10.9]
10.10    --    Amendment to Lease, dated July 1, 1993, between Precision Echo,
               Inc. and Bay 511 Corporation [Form 10-K, fiscal year ended March
               31, 1994, File No. 1-8533, Exhibit 10.12]
10.11    --    Second Amendment to Lease, dated October 17, 1995 between
               Precision Echo, Inc. and Bay 511 Corporation [Registration
               Statement No. 33-64641, Amendment No. 1, Exhibit 10.11]
10.12    --    Lease Modification Agreement, dated February 22, 1994, between
               Technology Applications and Service Company and Atlantic Real
               Estate Partners II [Form 10-K, fiscal year ended March 31, 1994,
               File No. 1-8533, Exhibit 10.13]
10.13    --    Amendment to Lease Modification, dated June 1, 1994, between
               Technology Applications and Service Company and Atlantic Estate
               Partners II [Form 10-K, fiscal year ended March 31, 1995, File
               No. 1-8533, Exhibit 10.11]
10.14    --    Triple Net Lease, dated October 22, 1991, between Technology
               Applications and Service Company and Marvin S. Friedberg [Form
               10-K, fiscal year ended March 31, 1994, File No. 1-8533,
               Exhibit 10.14]
10.15    --    Lease, dated November 10, 1993, between DRS Systems Management
               Corp. and Skateland Roller Rink, Inc. [Form 10-K, fiscal year
               ended March 31, 1994, File No. 1-8533, Exhibit 10.17]
10.16    --    Lease, dated March 23, 1992, between Ahead Technology
               Corporation and Vasona Business Park [Form 10-K, fiscal year
               ended March 31, 1995, File No. 1-8533, Exhibit 10.15]
10.17    --    Amendment to Lease, dated May 21, 1992, between Ahead
               Technology Corporation and Vasona Business Park [Form 10-K,
               fiscal year ended March 31, 1995, File No. 1-8533, Exhibit 10.16]
10.18    --    Revision to Lease Modification, dated August 25, 1992, between
               Ahead Technology Corporation and Vasona Business Park [Form 10-K,
               fiscal year ended March 31, 1995, File No. 1-8533, Exhibit 10.17]
10.19    --    Lease, dated January 13, 1995, between the Company and Sammis
               New Jersey Associates [Form 10-K, fiscal year ended March 31,
               1995, File No. 1-8533, Exhibit 10.18]
10.20    --    Lease, dated April 3, 1996, by and between the Company and Los
               Alamos Economic Development Corporation [Form 10-K, fiscal year
               ended March 31, 1996, File No. 1-8533, Exhibit 10.20]
10.21    --    Employment, Non-Competition and Termination Agreement, dated
               July 20, 1994, between Diagnostic/Retrieval Systems, Inc. and
               David E. Gross [Form 10-Q, quarter ended June 30, 1994, File No.
               1-8533, Exhibit 1]
10.22    --    Stock Purchase Agreement, dated as of July 20, 1994, between
               Diagnostic/Retrieval Systems, Inc. and David E. Gross [Form 10-Q,
               quarter ended June 30, 1994, File No. 1-8533, Exhibit 2]
10.23    --    Asset Purchase Agreement, dated October 28, 1994, Acquisition
               by PE Acquisition Corp., a subsidiary of Precision Echo, Inc. of
               all of the Assets of Ahead Technology Corporation [Form 10-Q,
               quarter ended December 31, 1994, File No. 1-8533, Exhibit 1]
10.24    --    Amendment to Agreement for Acquisition of Assets, dated July 5,
               1995, between Photronics Corp. and Opto Mechanik, Inc. [Form 8-K,
               Amendment No. 1, July 5, 1995, File No. 1-8533, Exhibit 1]


                                       24
<PAGE>


EXHIBIT NO.    DESCRIPTION
-----------    -----------
10.25    --    Lease, dated August 17, 1995, between Ahead Technology, Inc. and
               South San Jose Interests [Registration Statement No. 33-64641,
               Amendment No. 1, Exhibit 10.79]
10.26    --    Lease, dated May 25, 1995, between Technology Applications and
               Service Company and Sports Arena Village, Ltd., L.P.
               [Registration Statement No. 33-64641, Amendment No. 1, Exhibit
               10.81]
10.27    --    Lease, dated August, 1995, by and between OMI Acquisition Corp.
               and Fred E. Sutton and Harold S. Sutton d/b/a Sutton Properties
               [Registration Statement No. 33-64641, Amendment No. 1,
               Exhibit 10.84]
10.28    --    Lease, dated August, 1995, by and between OMI Acquisition Corp.
               and Fred E. Sutton and Harold S. Sutton d/b/a Sutton Properties
               [Registration Statement No. 33-64641, Amendment No. 1,
               Exhibit 10.85]
10.29    --    Lease, dated August, 1995, by and between OMI Acquisition Corp.
               and Fred E. Sutton and Harold S. Sutton d/b/a Sutton Properties
               [Registration Statement No. 33-64641, Amendment No. 1,
               Exhibit 10.86]
10.30    --    Memorandum of Lease, dated August, 1995, by and between OMI
               Acquisition Corp. and Fred E. Sutton and Harold S. Sutton d/b/a
               Sutton Properties [Registration Statement No. 33-64641,
               Amendment No. 1, Exhibit 10.87]
10.31    --    Joint Venture Agreement, dated as of February 6, 1996, by and
               among DRS/MS, Inc., Universal Sonics Corporation, Ron Hadani,
               Howard Fidel and Thomas S. Soulos [Registration Statement No.
               33-64641, Amendment No. 1, Exhibit 10.91]
10.32    --    Partnership Agreement, dated as of February 6, 1996, by and
               between DRS/MS, Inc. and Universal Sonics Corporation
               [Registration Statement No. 33-64641, Amendment No. 1, Exhibit
               10.92]
10.33    --    Asset Purchase Agreement, dated as of February 9, 1996, by and
               among Mag-Head Engineering, Company, Inc. and Ahead Technology
               Acquisition Corporation, a subsidiary of Precision Echo, Inc.
               [Registration Statement No. 33-64641, Post-Effective Amendment
               No. 1, Exhibit 10.93]
10.34    --    Employment, Non-Competition and Termination Agreement, dated
               March 28, 1996, between the Company and Leonard Newman
               [Registration Statement No. 33-64641, Post-Effective Amendment
               No. 1, Exhibit 10.94]
10.35    --    Asset Purchase Agreement, dated June 17, 1996, by and among
               Vikron, Inc., Northland Aluminum, Inc., Ahead Wisconsin
               Acquisition Corporation, a third-tier subsidiary of the Company,
               and Ahead Technology, Inc., a second-tier subsidiary of the
               Company [Form 10-K, fiscal year ended March 31, 1997, File No. 1-
               8533, Exhibit 10.99]
10.36    --    Agreement and Plan of Merger, dated September 30, 1996, by and
               among PTI Acquisition Corp., a subsidiary of the Company, Pacific
               Technologies, Inc., David A. Leedom, Karen A. Mason, Robert T.
               Miller, Carl S. Ito and Barry S. Kindig [Form 10-K, fiscal year
               ended March 31, 1997, File No. 1-8533, Exhibit 10.101]
10.37    --    Asset Purchase Agreement, dated October 22, 1996, by and among
               Ahead Technology, Inc., a second-tier subsidiary of the Company,
               Nortronics Acquisition Corporation, a third-tier subsidiary of
               the Company, Nortronics Company, Inc., Alan Kronfeld, Thomas
               Philipich and Robert Liston [Form 10-K, fiscal year ended March
               31, 1997, File No. 1- 8533, Exhibit 10.102]
10.38    --    Purchase Agreement, dated as of September 19, 1997, between
               DRS Technologies, Inc. and Spar Aerospace Limited. [Form 8-K,
               October 27, 1997, File No. 1-8533, Exhibit 1]
10.39    --    Asset Purchase Agreement, dated July 28, 1998, by and among
               the Company, Raytheon TI Systems, Inc., Raytheon Company and
               Raytheon Systems Georgia, Inc. [Form 8-K, November 4, 1998, File
               No. 1-8533, Exhibit 1]

                                       25
<PAGE>


EXHIBIT NO.    DESCRIPTION

10.40    --    Letter Amendment by and among the Company, Raytheon TI Systems,
               Inc., Raytheon Company and Raytheon Systems Georgia, Inc., dated
               October 20, 1998, amending the Asset Purchase Agreement. [Form
               8-K, November 4, 1998, File No. 1-8533, Exhibit 2]
10.41    --    Amended and Restated Revolving Credit Loan and Term Loan
               Agreement, dated October 20, 1998, by and among the Company, DRS
               Technologies Canada Company, DRS Technologies Canada, Inc., DRS
               EO, Inc., DRS FPA, L.P. and Mellon Bank, N.A. [Form 8-K, November
               4, 1998, File No. 1-8533, Exhibit 3]
10.42    --    Agreement and Plan of Merger dated August 26, 1998, as amended,
               among DRS Technologies, Inc., DRS Merger Sub, Inc. and NAI
               Technologies, Inc. [Registration Statement No. 333-69751, Post
               Effective Amendment No. 1, Exhibit 2.1]).
10.43    --    Amendment to Agreement and Plan of Merger, dated February 17,
               1999, among DRS Technologies, Inc., DRS Merger Sub, Inc. and NAI
               Technologies, Inc. [Form 8-K, March 5, 1999, File No. 1-8533,
               Exhibit 2]
10.44   --     1991 Stock Option Plan of NAI Technologies, Inc. [Registration
                Statement No. 333-69751, Post Effective Amendment No. 1 on Form
                S-8, Exhibit 4.4]
10.45    --    1993 Stock Option Plan for Directors of NAI Technologies, Inc.
               [Registration Statement No. 333-69751, Post Effective Amendment
               No. 1 on Form S-8, Exhibit 4.5]
10.46   --     1996 Stock Option Plan of NAI Technologies, Inc. [Registration
               Statement No. 333-69751, Post Effective Amendment No. 1 on Form
               S-8, Exhibit 4.6]
10.47*  --     Employment Agreement, dated as of November 20, 1996, by and
               between the Company and Mark S. Newman
10.48*  --     Employment Agreement, dated as of April 30, 1997, by and between
               the Company and Nina Laserson Dunn
10.49*  --     Employment Agreement, dated as of February 19, 1999, by and
               between the Company and Richard A. Schneider
10.50[P]--     Subcontract No. 483901(D), dated June 24, 1994, under Contract
               No. N00024-94-D-5204, between the Company and Unisys Corporation
               Government Systems Group [Form 10-K, fiscal year ended March 31,
               1995, 1995, File No. 1-8533, Exhibit 10.37]
10.51[P]--     Purchase Order No. 10606321 1, dated October 28, 1998, between
               the Company and Raytheon TI Systems, Inc.
10.52[P]--     Contract DAAH01-97-C-0390, dated September 24, 1997, between
               Hughes Georgia, Inc. and the U.S. Army
10.53[P]--     Modification P00001, dated January 16, 1998, to Contract
               DAAH01-97-C-0390
10.54[P]--     Modification P00008, dated October 30, 1998, to Contract
               DAAH01-97-C-0390
10.55[P]--     Contract DAAB07-97-C-J430, dated April 1, 1997, between Hughes
               Aircraft Co. and the U.S. Army
10.56[P]--     Modification P00037, dated March 31, 1999, to Contract
               DAAB07-97-C-J430
*13     --     Portions of the 1999 Annual Report to Stockholders of the Company
*21     --     List of subsidiaries of the Company as of March 31, 1999
*23.1   --     Consent of KPMG LLP
*27     --     Financial Data Schedule


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