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

                                   FORM 10-K

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

                  For the fiscal year ended December 31, 2002

                                      OR

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

                     For the transition period from       to

                     Commission file number 001-31235

                     INTEGRATED DEFENSE TECHNOLOGIES, INC.
            (Exact name of registrant as specified in its charter)

              Delaware                                  13-4027646
   (State or other jurisdiction of        (I.R.S. Employer Identification No.)
    incorporation or organization)

   110 Wynn Drive, Huntsville, Alabama                    35805
(Address of principal executive offices)               (Zip Code)

  Registrant's telephone number, including area code:  (256) 895-2000

  Securities registered pursuant to Section 12(b) of the Act:  None

  Securities registered pursuant to Section 12(g) of the Act:

               Common Stock, par value $0.01 per share
                          (Title of Class)

   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  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.  (   )

   Indicate  by check mark whether the registrant is an  accelerated
filer (as defined in Rule 12b-2 of the Act). Yes___ No  X

   As  of March 20, 2003, there were 21,327,931 shares of Integrated
Defense Technologies, Inc. Common Stock $0.01 par value outstanding.
The aggregate market value of the voting stock held by nonaffiliates
of  the  registrant  was  approximately  $281,623,000,  computed  in
reference to the closing sale price of such stock as reported by The
New  York Stock Exchange on June 28, 2002, assuming that all  shares
beneficially  held  by  executive  officers  and  members   of   the
registrant's Board of Directors are shares owned by "affiliates,"  a
status   which   each  of  the  executive  officers  and   directors
individually disclaims.

                 DOCUMENTS INCORPORATED BY REFERENCE

 Documents                                      Form 10-K Reference
 ---------                                      -------------------

 Portions of the Annual Report to
   Stockholders for the year ended
   December 31, 2002                          Part I, Part II, Part IV

 Portions of the Company's Proxy Statement
   for the 2003 Annual Meeting of
   Stockholders                                      Part III

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                             PART I

ITEM 1.   BUSINESS

Overview

  Integrated Defense Technologies, Inc. ("IDT" or "the  Company")
is   a  developer  and  provider  of  advanced  electronics   and
technology  products to the defense and intelligence  industries.
The  Company's products are installed on or used in support of  a
broad  array  of  military platforms in order  to  enhance  their
operational performance or extend their useful life. The  Company
supplies  its products to a market that includes, in  the  United
States  alone,  approximately 5,000 aircraft, 800 naval  vessels,
20,000  combat vehicles, 100,000 transport vehicles, 400  missile
systems  and  60 combat training ranges. The Company's  installed
product base is found on major military platforms such as the  F-
16  and  C-17  aircraft,  the DDG-51 Destroyer  and  the  Trident
submarine,  the M1 Abrams Main Battle Tank and the Light  Armored
Vehicle,   the   High  Mobility  Multi-purpose  Wheeled   Vehicle
("HMMWV"),  the  Bradley Fighting Vehicle, and  the  Patriot  and
Tomahawk  missile  systems. Most of the  Company's  products  are
vital components of systems that the Company believes are mission
critical   or   mission  essential  to  the  DoD  achieving   its
operational goals.

  The  Company  offers  over 500 products that  are  incorporated
into  approximately 250 programs and which in turn are  installed
on  or  support  over 275 platforms. No one product,  program  or
platform accounted for more than 6% of the Company's revenue  for
the  year  ended December 31, 2002.  At December  31,  2002,  the
Company  employed approximately 547 engineers, which  represented
approximately  26%  of  its workforce.  The  Company's  customers
include  all  branches  of  the military,  major  domestic  prime
defense   contractors  (such  as  The  Boeing  Company,   General
Dynamics,   Lockheed   Martin   Corporation,   Northrop   Grumman
Corporation,  Raytheon  Company and  United  Defense  Industries,
Inc.), foreign defense contractors, foreign governments and  U.S.
Government agencies.  In 2002, the Company generated revenues  of
$304.4  million  and  an operating income of  $26.7  million.  At
December  31,  2002, the Company had a total  backlog  of  $402.9
million, of which $285.8 million was funded.

  The  Company's  products can be categorized into the  following
families:

  Electronic   Combat  Systems.  These  products   optimize   the
performance  and readiness of combat pilots, weapon systems,  and
military  platforms and represented approximately  50.3%  of  the
Company's 2002 revenues.

  Diagnostics  & Power Systems. These products enhance  vehicle
performance and mobility, fuel efficiency, stealth capability and
survivability  and  represented  approximately   27.6%   of   the
Company's 2002 revenues.

  Communications  &  Surveillance Systems. These  products  are
installed  in systems that are capable of identifying  friend  or
foe,  jamming  enemy  communications  systems,  amplifying  radio
communications signals, executing self-destruct signals, and  air
and  sea  monitoring and represented approximately 22.0%  of  the
Company's 2002 revenues.

Industry Overview

  Since the end of the Cold War, the role of the U.S. military  has
evolved due to the ongoing federal budget pressures and the need to
meet  a  new  set  of  strategic and tactical global  threats.   In
response,  the DoD has focused its resources on enhancing readiness
and   technological   sophistication  by   incorporating   advanced
electronics to improve systems performance, reduce operating costs,
and  extend  the  life  expectancy  of  both  existing  and  future
platforms.   This ongoing transformation centers on developing  the
networked   and  improved  information  and  command  and   control
capabilities  needed  to  significantly enhance  coordinated  joint
forces  operations.   With  the support  of  an  advanced  command,
control, communications, computers, intelligence, surveillance  and
reconnaissance,  or  "C4ISR"  common backbone,  the  U.S.  will  be
prepared to respond rapidly and decisively to any conflict.

  Until  the transformational forces that are on the drawing boards
today  are  available in the next decade, the U.S. government  must
invest  in maintaining the weapons it has while building the  force
of  the future.  The technical challenges and development schedules
of  these  requirements, coupled with the demand for lighter,  more
capable systems for quick deployment, favor a company with agility,
technical  depth,  proven  record, and  technical  expertise.   The
Company  has emphasized the technology and development of  programs
that   are   directed   towards  transforming  capabilities   while
simultaneously  growing supporting technologies.  These  supporting
technologies   are   primarily   in  capabilities   for   training,
simulation, and networked joint operations, which require extensive
collaboration   and  situational  awareness  due  to  unprecedented
volumes of critical battlespace information.

  The  Company  believes that the DoD will look  to  subsystem  and
niche  suppliers, with strong technical capabilities and a critical
mass  of  sophisticated  products,  like  IDT,  to  assist  in  the
development of critical advanced electronics initiatives. Since IDT
derives  its  revenues predominantly from contracts with  the  DoD,
intelligence  agencies,  large military  contractors,  and  foreign
governments,   the  funding  of  the  Company's   development   and
production  programs  is generally linked to  trends  in  U.S.  and
international defense spending.  The  Bush Administration submitted
to Congress a $399  billion FY 2004 defense budget  that reflects a
21.3%    increase  over  the  last  two  years.  In  addition,  the
Administration  proposes  an  increase  of  approximately  17%   in
defense  spending  between  FY  2003  and  FY 2009, representing an
increase of approximately 22% above average Cold War levels.

Corporate History

  The  Company  is  the  product of the  acquisition  of  several
businesses   since  1998.  The  Company's  equity  sponsor,  The
Veritas  Capital  Fund,  L.P.,  acquired  PEI  Electronics,  Inc.
("PEI")  in October 1998.  PEI served as the Company's foundation
in  acquiring  other  businesses. In  August  1999,  the  Company
acquired  the  Sierra  Research division of Sierra  Technologies,
Inc.  and the Zeta division of Sierra Networks, Inc. In September
2000,  the  Company acquired Tech-Sym Corporation, retaining  its
Metric    Systems   Corporation   subsidiary,   its   Continental
Electronics  division, and its Enterprise Electronics Corporation
subsidiary, and concurrently sold two other subsidiaries of Tech-
Sym  Corporation to companies owned by The Veritas Capital  Fund,
L.P.    In  November 2002, the Company acquired the  BAE  SYSTEMS
Advanced  Systems Gaithersburg, Maryland operation, now known  as
Signia-IDT,  Inc. ("Signia").   Concurrent with this acquisition,
the  Company's  Zeta division was reorganized and  combined  with
Signia.

  The  Company's  business presently consists of three  operating
segments: Electronic Combat Systems, Diagnostics & Power Systems,
and  Communications & Surveillance Systems. Metric and Sierra are
included in the Company's Electronic Combat Systems segment,  PEI
comprises  its Diagnostics & Power Systems segment,  and  Signia,
Zeta,   Enterprise   and  Continental   are   included   in   its
Communications & Surveillance Systems segment.

Business Segments

  The  Company's  reportable segments are  defined  primarily  by
their economic characteristics, the nature of their products  and
services,  and by their class of customer. Each is  discussed  in
further detail below.  As noted previously, the Company has  been
built   upon  significant  acquisitions  of  business   entities,
including  the  acquisition of Tech-Sym on  September  29,  2000.
Since  this  business acquisition addressed two of the  Company's
three  operating  segments, the Company did not operate  in  each
business segment in full in 2000. In addition, the Communications
&  Surveillance  Systems  segment includes  only  two  months  of
Signia's   results  of  operations  in  2002.    For   additional
information regarding the Company's business segments,  including
financial  information  for the three years  ended  December  31,
2002,  see  Management's  Discussion and  Analysis  of  Financial
Condition  and  Results of Operations and Note  15  of  Notes  to
Consolidated Financial Statements contained in the Company's 2002
Annual  Report to Stockholders, which is incorporated  herein  by
reference.

  Electronic Combat Systems

  The  Electronic  Combat  Systems segment  designs,  integrates,
manufactures,  and  sells  electronics  and  avionics   equipment
primarily  to  the  U.S.  Government  for  military,  civil   and
governmental   uses,  and  designs,  manufactures  and   supports
advanced  test  and  evaluation  systems,  rangeless  air  combat
training   systems,  threat  simulation  equipment, and control
subsystems for both guided  bombs  and missile  launching systems
for the U.S. Department of Defense, major defense prime contractors
and foreign government  defense agencies.

  Electronic  Combat  Systems develops and provides  air,  ground
and  sea-based  electronic systems to domestic and foreign  armed
forces.  These systems optimize the performance and readiness  of
weapon  systems, military platforms and crew members.  The  major
Electronics  Combat  Systems product categories  are  air  combat
training, test and evaluation, shipboard and coastal electronics,
airlift    avionics    and    cargo   delivery    systems,    and
electromechanical products.

  Applications   for  the  Electronics  Combat  Systems   segment
include  zero-visibility remote formation flying, air and ground-
based  electronic  training and simulation systems,  fiber-optic-
based  data  systems  in naval applications  and  missile  launch
controls.

  The following table outlines applications and platforms for the
Company's Electronic Combat Systems segment:

PRODUCT CATEGORIES            APPLICATIONS                   PLATFORMS
--------------------------------------------------------------------------------
o Air combat training,  o Air- and land-based      o In support of U.S. and NATO
  test and evaluation     RF-emitters, simulators    Apache helicopters; Halifax
                          and data collection        Class Frigates; EP-3E,
                          systems used to train      EA-6B, A/OA-10, C-130
                          air crew and evaluate      aircraft; and F-4, F-5,
                          electronic warfare         F-14, F-15, F-16, F/A-18,
                          countermeasures            F-22, Hawk, Tornado,
                                                     EF-2000, Mirage 2000 and
                                                     MIG-29 tactical fighter
                                                     aircraft

o Shipboard and coastal o Naval data               o Installed in DDG-51 Arleigh
  electronics             communications and         Burke Class Destroyers,
                          missile launching          LAMPS helicopters, CG-47
                          electronics and            Ticonderoga Class Cruisers,
                          coastal surveillance       various foreign vessels
                          radars                     and on foreign coastlines

o Airlift avionics and  o Avionics for aircraft    o Installed in C-17, C-130,
  cargo delivery          with auto pilot and        C-141, CN-235, C-295,
  systems                 auto throttle used to      C-212, DHC-5, KC-135 and
                          locate, identify,          MH-47 aircraft
                          communicate flight data
                          and maintain relative
                          positions in all
                          visibility conditions,
                          and cargo handling
                          roller and pallet systems
                          for cargo aircraft

o Electromechanical     o Combat vehicle, missile  o Installed in Light Armored
  products                launching and aircraft     Vehicle variants, M1
                          electromechanical          Abrams, Joint Surveillance
                          systems                    and Target Attack Radar
                                                     Systems Common Ground
                                                     Station vehicle and F/A-
                                                     18 aircraft


  Diagnostics & Power Systems

  The  Diagnostics  &  Power Systems segment  is  a  contractor
primarily  to  the  U.S. Government and foreign governments,  and
designs,  manufactures  and  supports  test  equipment,   vehicle
electronics  systems and energy management systems primarily  for
military combat vehicle applications.

  Diagnostics & Power Systems develops and provides diagnostics
and  power systems for vehicle and missile electronics and hybrid
electric power systems. These products enhance vehicle readiness,
performance  and mobility, fuel efficiencies, stealth  capability
and  survivability.  The segment's major product  categories  are
test   equipment,  power  management,  vehicle  electronics,   or
vetronics, and embedded diagnostics systems.

  Applications for Diagnostics & Power Systems' products  include
portable   and   embedded  equipment  which   diagnose   critical
electronic  systems of platforms and battery-based power  systems
which  increase  vehicle  electrical power  while  reducing  fuel
consumption.  The  segment's self-contained and  highly  reliable
energy  management  equipment provides both  the  power  for  the
mobility  of  the  applicable vehicle and the  specialized  pulse
conditioning necessary to operate complex laser weapon systems.

  The following table outlines the applications and platforms
for the Diagnostics & Power Systems segment:

PRODUCT CATEGORIES            APPLICATIONS                   PLATFORMS
--------------------------------------------------------------------------------
o Test equipment        o Diagnostics systems       o In support of the M1
                          used for testing            Abrams variants, Bradley
                          electronic components of    variants, Light Armored
                          ground combat vehicles      Vehicle variants and
                          and strategic weapon        Minuteman III
                          systems                     Intercontinental
                                                      Ballistic  Missile fleet

o Power management      o Hybrid power system       o Installed in HMMWV and
                          (compact generator and      commercial delivery
                          battery pack) replacing     vehicles
                          an internal combustion
                          engine, achieving higher
                          fuel efficiency and
                          mobile power

o Vetronics             o Drive-by-wire, video      o Installed in the Grizzly
  (vehicle electronics)   distribution system,        Combat Engineers Vehicle,
                          display panels, power       M1 Abrams, Bradley
                          distribution and mine-      Fighting Vehicle and
                          clearing blade control,     MLRS Vehicle
                          and redesign of analog
                          electronics to resolve
                          obsolescence and provide
                          enhanced diagnostics

o Embedded diagnostics  o On-vehicle diagnostics    o Installed in the M1 Abrams
                          adding miniature modules
                          (sidecars) to existing
                          analog electrical boxes


  Communications & Surveillance Systems

  The  Communications & Surveillance Systems segment designs  and
manufactures  meteorological surveillance and  analysis  systems,
more commonly known as Doppler weather radar systems, air and sea
monitoring  systems,  advanced electronics  systems,  subsystems,
components  and  radio frequency surveillance equipment  for  the
defense,  aerospace and communications industries  for  U.S.  and
foreign  government  agencies  and  commercial  customers.    The
segment's   major  product  categories  include  radio  frequency
transmitters, microwave subsystems, signal intelligence  systems,
and weather radar systems.

  Communications  & Surveillance Systems' products  are  used  in
systems  capable of identifying friendly aircraft, jamming  enemy
communications  systems, amplifying radio communications  signals
and  executing self-destruct signals. These products are used  in
radar systems, missile systems, satellite and space programs  and
surveillance systems.

  The  following  table outlines the applications  and  platforms
for the Company's Communications & Surveillance Systems segment:

PRODUCT CATEGORIES            APPLICATIONS                   PLATFORMS
--------------------------------------------------------------------------------
o Radio frequency       o FM and high-power         o In support of national,
  transmitters            shortwave transmitters,     regional and foreign
                          Very Low Frequency          broadcast programming, the
                          submarine communications    U.S. submarine fleet
                          and UHF launch command      and U.S. missile launch
                          destruct transmitters       vehicles

o Microwave subsystems  o Standard and specialized  o In support of Global Hawk
                          Low Noise Oscillators,      UAV, Predator UAV, Duke
                          fast switching              Class Type 23 Frigate,
                          Synthesizers, Up and Down   Type 45 Air Defense
                          Frequency Converters and    Destroyer, F-16, F-22,
                          RF power amplifiers         Evolved Sea Sparrow,
                                                      Patriot and AMRAAM
                                                      missiles

o Signal intelligence   o Systems capable of        o Installed in EA-6B
  systems                 locating, intercepting      tactical electronic
                          and jamming                 warfare aircraft and
                          communication signals       various U.S. and
                                                      foreign government
                                                      intelligence collection
                                                      systems

o Weather radar         o Doppler weather radar     o In support of U.S. and
  systems                 used to monitor,            foreign military and
                          interpret and display       meteorological
                          weather data and            operations, TV broadcast
                          patterns                    programming, research
                                                      institutes and the
                                                      U.S. National Weather
                                                      Service

o Air and sea           o Hardware and software     o In support of U.S. and
  monitoring              products for                foreign meteorological
                          meteorological and          and hydrographic
                          hydrographic monitoring     monitoring government
                                                      data collection projects

Sales and Marketing

  The  Company's  marketing and business  development  activities
are  divided  on  a business segment or geographical  basis  with
primary  responsibility  assigned  to  a  single  location.   The
Company's  marketing strategy is a customer-based  approach  that
takes  advantage of interaction with the customer.  This  enables
the  Company's product teams to employ the feedback and  guidance
of  customers  on  a  real-time basis.  The  Company  focuses  on
supporting   and  extending  its  current  sole-source   contract
relationships.  The Company integrates sales and  marketing  with
its  research and development activities. Together,  these  teams
assess   the   product's   life-cycle   and   anticipate   future
applications for the Company's current technologies. The  Company
continuously  analyzes  the defense and intelligence  markets  to
anticipate the needs of its existing customers.

  In  addition  to its internal business development  staff,  the
Company retains sales representatives in the geographical markets
it serves. This structure provides the Company with an efficient,
cost  effective  and responsive sales force in  the  non-military
marketplace.   Wherever   possible,  the   Company   uses   sales
representatives that also provide local content to  foster  close
customer relationships and, in many cases, to meet local  content
requirements   of   the  target  market.  The   Company's   sales
representatives are paid solely on a commission  basis  and  only
upon successful contract conclusion.

   The Company believes that a high level of customer support  is
important  to  the  sale of its products and services.   Customer
support includes pre-installation guidance, customer training, on-
site installation, and technical support services in addition  to
consultative   professional  services.    The   Company   employs
engineers   and   technical  specialists  to   provide   customer
assistance, maintenance, and training.

Research and Development

  The  Company devotes a substantial portion of its resources  to
developing  new products and enhancing existing products.  During
the  years ended December 31, 2000, 2001, and 2002, the Company's
internally  funded  research  and development  costs  charged  to
expense  totaled  $7.0 million, $6.1 million, and  $6.5  million,
respectively.

  Research  and  development  performed  both  at  the  Company's
expense  and  under development contracts with  customers  is  an
important element in the success of the Company's business. As of
December  31,  2002,  the  Company  employed  approximately   547
engineers.

  The  Company  views  its  expertise in  developing  proprietary
technology  and  applying this technology to advanced  electronic
systems  as  a  core  competency. The  Company's  engineers  work
closely  with  its marketing and business development  groups  to
identify  enhancements or complementary product features required
to capitalize on opportunities in high growth areas.

  After   the  Company  develops  internally  funded  proprietary
technologies,  its  customers typically fund the  application  of
these  technologies  to  meet  their specific  requirements.  The
Company  leverages its existing technologies and its  significant
research   and  development  efforts  across  business  segments,
employing  an  exchange of ideas focused on  the  best  practices
among  its existing technologies to create new systems and pursue
new markets. This approach has permitted the Company to establish
a  reputation  for technological excellence and to develop  long-
term  relationships with a wide variety of customers  in  various
defense and intelligence related markets.

Customers and Backlog

  The  Company's  customers are typically prime  contractors  and
subcontractors  on projects where the U.S. Government,  typically
the   DoD,  is  the  end-user.  In  addition,  the  Company   has
relationships  with  many  foreign  governments.  The   Company's
customers  include  all  of  the U.S.  military  services,  major
domestic  prime  defense contractors such as The Boeing  Company,
General  Dynamics, Lockheed Martin Corporation, Northrop  Grumman
Corporation,  Raytheon  Company and  United  Defense  Industries,
Inc.,  foreign  defense contractors, and a number of  governments
and  militaries  of  foreign countries.    For  the  years  ended
December  31, 2000, 2001, and 2002, direct and indirect sales  to
the  U.S.  Government provided approximately 84%, 77%,  and  84%,
respectively, of the Company's total revenues for those  periods,
with  the remainder of its revenues comprised of sales to foreign
governments and non-defense-related customers.   Direct sales  to
the U.S. Government totaled approximately $107.2 million  (59% of
revenue), $160.8 million (61% of revenue) and $165.7 million (54%
of  revenue) in 2000, 2001 and 2002, respectively. These revenues
are  attributed  primarily to the Electronic Combat  Systems  and
Diagnostics & Power Systems segments. The U.S. Government was the
only  customer  accounting for more than  10%  of  the  Company's
consolidated revenue in any of these three years.

  As  of  December  31, 2002, the Company had  approximately  250
active  contracts representing a total backlog of $402.9 million,
$285.8   million  of  which  was  funded.   (See   "Backlog"   in
Management's  Discussion and Analysis of Financial Condition  and
Results  of  Operations  contained in the Company's  2002  Annual
Report   to   Stockholders,  which  is  incorporated  herein   by
reference,   for  further  details  of  the  Company's   backlog,
including backlog by business segment at December 31, 2000, 2001,
and  2002.)

Suppliers and Materials

  The  Company's  in-house manufacturing  primarily  consists  of
assembly  of purchased parts. Accordingly, the Company  does  not
use  significant amounts of raw materials. The Company  purchases
manufactured  component  parts for its  assemblies  from  various
independent  suppliers.  These parts are not  normally  purchased
under long-term contracts unless a long-term sales contract  with
one  of  the Company's customers requires it. The Company is  not
dependent on any one supplier and maintains back-up suppliers for
all  critical  components. However, any delay  in  the  Company's
suppliers'  abilities to obtain necessary parts  may  affect  its
ability to meet customer production needs.

Export Sales

  There  are  two principal contracting methods used  for  export
sales,  Direct  Foreign Sales ("DFS") and the  U.S.  Government's
Foreign  Military  Sales  ("FMS").  In  a  DFS  transaction,  the
contractor sells directly to the foreign country and assumes  all
risks  in  the transaction.  In an FMS transaction, the  sale  is
funded for, contracted by and made to the U.S. Government,  which
in  turn sells the product to the foreign country.  Licenses  are
required from U.S. Government agencies for DFS exports of many of
the   Company's  products.  In  addition,  the  U.S.   Government
prohibits  or  restricts  the export of  some  of  the  Company's
products.

  The  Company  currently sells several of its  products  in  the
international  marketplace. Direct sales  to  non-U.S.  customers
accounted  for  approximately 13%, 22% and 12% of  the  Company's
revenue  in  the years ended December 31, 2000, 2001,  and  2002,
respectively.  The  Company's  foreign  contracts  are  generally
payable in U.S. dollars.

Seasonality

  The  Company's  business is seasonal, with a  concentration  of
revenue  in the fourth quarter of the year, because many  of  the
Company's sales contracts expire on December 31 of each year.  As
a  result,  product sales efforts at year end  are  expedited  to
fulfill funding terms prior to expiration of the contracts.

  A  summary of the Company's quarterly results of operations for
the years ended December 31, 2001 and 2002 is included in Note 18
of  Notes to Consolidated Financial Statements contained  in  the
Company's   2002   Annual  Report  to  Stockholders,   which   is
incorporated herein by reference.

Competition

  The  market for defense electronics is highly competitive.  The
Company  faces  a  variety  of domestic and  foreign  competitors
including  divisions  of The Boeing Company, Harris  Corporation,
Lockheed  Martin  Corporation,  BAE  Systems,  Northrop   Grumman
Corporation,  Raytheon  Company  and  Thales  S.A.  Many  of  the
Company's  competitors  are  larger than  the  Company  and  have
substantially greater financial and other resources.

  The  Company competes on the basis of product offerings, price,
product  and  systems  quality, technology and  ongoing  customer
service and support. The Company's ability to compete for defense
contracts depends on a variety of factors, including:

o the  effectiveness  and  innovation  of  its  research  and
  development programs,

o its  ability to offer better program performance  than  its
  competitors at a lower cost, and

o the readiness of its facilities, equipment and personnel to
  undertake the programs for which it competes.

  In  programs  where  the  Company is the sole-source  provider,
other  suppliers  may  compete against it only  if  the  customer
chooses   to   reopen  the  particular  program  to  competition.
Furthermore,  the  Company's  electronic  systems  and  solutions
contain  advanced technology derived from internal and  customer-
funded  research  and development, creating  high  barriers  to
entry.

Regulatory Matters and Government Contracts

  Substantially  all  of the Company's revenue  is  derived  from
contracts with the DoD, prime contractors that identify  the  DoD
as  the  ultimate  purchaser, or other U.S. Government  agencies.
U.S. Government business is performed under fixed-price contracts
and cost-plus contracts.

  Under  U.S.  Government regulations, certain  costs,  including
certain  financing  costs, portions of research  and  development
costs,  lobbying expenses, certain types of legal  expenses,  and
certain marketing expenses related to the preparation of bids and
proposals,  are not allowed for pricing purposes and  calculation
of  contract reimbursement rates under flexibly-priced contracts.
The  U.S. Government also regulates the methods under which costs
are  allocated  to  U.S.  Government contracts.  The  Company  is
subject  to  a  variety of audits performed  by  U.S.  Government
agencies.  These include pre-award audits that are  performed  at
the  submission  of  a  proposal to the government.   During  the
performance of a contract, the U.S. Government has the  right  to
request  and to examine any labor charges, any material purchase,
and  any overhead changes to any contract that is active. Upon  a
contract's completion, the U.S. Government performs a post  award
audit  of all aspects of contract performance to ensure that  the
Company  has  performed the contract in a manner consistent  with
its proposal.

  The  Defense  Contract  Audit Agency  ("DCAA")  performs  these
audits  on behalf of the U.S. Government. The DCAA has the  right
to  perform  audits  on  the  Company's  incurred  costs  on  all
contracts on a yearly basis. Approval of a submitted yearly  cost
can  take from one to three years from the date of submission  of
the  contract cost. All of the Company's incurred  costs for U.S.
Government  contracts completed prior to 2000 have been  approved
by the DCAA.

  U.S.  Government  contracts are, by  their  terms,  subject  to
termination by the U.S. Government for either its convenience  or
default  by  the  contractor. Fixed-price contracts  provide  for
payment  upon termination for items delivered to and accepted  by
the  U.S.  Government and, if the termination is for convenience,
for payment of fair compensation of work performed plus the costs
of settling and paying claims by terminated subcontractors, other
settlement  expenses,  and  a  reasonable  profit  on  the  costs
incurred. Cost-plus contracts provide that, upon termination, the
contractor  is  entitled to reimbursement of its allowable  costs
and,  if  the  termination  is  for  convenience,  a  total   fee
proportionate to the percentage of the work completed  under  the
contract. If a contract termination is for default, however,  the
contractor  is  paid  an  amount agreed upon  for  completed  and
partially  completed products and services accepted by  the  U.S.
Government.  In these circumstances, the U.S. Government  is  not
liable  for  the  contractor's costs with respect  to  unaccepted
items,  and  is  entitled to repayment of  advance  payments  and
progress  payments, if any, related to the terminated portion  of
the  contract.   The contractor may be liable  for  excess  costs
incurred  by  the U.S. Government in procuring undelivered  items
from another source.

  In  addition to the right of the U.S. Government to  terminate,
U.S.  Government  contracts are conditioned upon  the  continuing
availability  of  Congressional appropriations. Congress  usually
appropriates funds for a given program on a September  30  fiscal
year basis, even though contract performance may take many years.
Consequently, at the outset of a major program, the  contract  is
usually  partially  funded, and additional  monies  are  normally
committed  to  the  contract  by the  procuring  agency  only  as
appropriations are made by Congress for future fiscal years.


Environmental Matters

  The  Company's  operations  include  the  use,  generation  and
disposal  of  hazardous  materials. The  Company  is  subject  to
various   U.S.  federal,  state,  local  and  foreign  laws   and
regulations  relating  to  the  protection  of  the  environment,
including  those governing the discharge of pollutants  into  the
air   and   water,  the  management  and  disposal  of  hazardous
substances and wastes, the cleanup of contaminated sites and  the
maintenance of a safe workplace. Except as described  under  Item
3,  Legal Proceedings, the Company believes that it has been and
is   in  substantial  compliance  with  environmental  laws   and
regulations  and  that it has no liabilities under  environmental
requirements  that  it would expect to have  a  material  adverse
affect  on  its  business,  results of  operations  or  financial
condition.  In the past three years, the Company has not incurred
substantial costs relating to environmental compliance.

Intellectual Property

  Although  the  Company owns a number of patents and  has  filed
applications for additional patents, the Company does not believe
that the success of its operations depends upon its patents. When
the   Company  works  on  U.S.  Government  contracts,  the  U.S.
Government  has  contractual rights to  data  for  the  Company's
"core" technologies, source codes, and other developments. In the
Company's research and development process, the Company maintains
records of its data rights in order to claim these rights as  its
proprietary technology, but the Company may not always be able to
delineate its proprietary developments from those developed under
U.S.  Government contracts. The protection of the Company's  data
from  use  by  other U.S. Government contractors  is  subject  to
negotiation  from time to time between the Company and  the  U.S.
Government,  and the extent of the Company's data rights  in  any
particular  product generally depends upon the  degree  to  which
that product was developed by the Company without U.S. Government
funds.

Risks and Uncertainties

  In  addition  to  those described above and in  Item  3,  Legal
Proceedings, the Company has risks and uncertainties  related  to
its   business   and  operating  environment.   See  Management's
Discussion  and  Analysis of Financial Condition and  Results  of
Operations  contained  in the Company's  2002  Annual  Report  to
Stockholders,  which  is incorporated herein  by  reference,  for
further discussion of these risks and uncertainties.

Employees

  At  December  31,  2002,  the Company had  approximately  2,100
employees.  Approximately  45% of  the  Company's  employees  are
engaged in production, 33% of the Company's employees are engaged
in engineering, research, and development, and 22% are engaged in
sales,  marketing,  product support, and general  administration.
Approximately 7% of the Company's employees are represented by  a
union  and are covered by a collective bargaining agreement  that
expires   in  May  2003.   Approximately  96%  of  the  Company's
employees are based in the United States. The Company has had  no
work  stoppages  due  to  labor difficulties  and  considers  its
employee relations to be satisfactory.

Recent Developments

  On  February  27,  2003,  the Company  announced  that  it  had
retained  Bear,  Stearns  &  Co. Inc.  to  assist  the  Board  of
Directors  in  evaluating  strategic  alternatives  in  order  to
maximize stockholder value.

ITEM 2.   PROPERTIES

  The   Company's  manufacturing  and  research  and  development
activities   are  located  in  Huntsville,  Alabama;  Enterprise,
Alabama; Buffalo, New York; Morgan Hill, California; Fort  Walton
Beach,  Florida;  Gaithersburg,  Maryland;  Dallas,  Texas;   and
Kanata, Ontario.

  The   following  table  presents  certain  information  on  the
Company's  leased and owned operating properties as  of  December
31, 2002:

                                                                     Lease
                                                      Leased or    Expiration
Location           Sq. Feet           Use               Owned         Date
------------------------------------------------------------------------------
Huntsville, AL      238,246   Corporate headquarters    Leased     Range from
                              and Diagnostics & Power              July 2003
                              Systems' engineering,                to April
                              manufacturing and                    2013
                              research and development

Enterprise, AL      52,788    Communications &          Owned
                              Surveillance Systems'
                              engineering, research
                              and development,
                              manufacturing, and
                              offices

Buffalo, NY        345,120    Electonic Combat          Leased     March 2007
                              Systems' offices,
                              engineering,
                              manufacturing,and
                              research and
                              development

Morgan Hill, CA     52,100    Communications &          Leased      June 2006
                              Surveillance Systems'
                              engineering,
                              manufacturing, and
                              research and
                              development

Fort Walton
 Beach, FL         266,000    Electronic Combat         8,000    October 2004
                              Systems' engineering,     sq. ft.
                              manufacturing and         Leased
                              research and
                              development
                                                       258,000
                                                       sq. ft.
                                                        Owned

Gaithersburg, MD   170,000    Communications &          Owned
                              Surveillance Systems'
                              offices, engineering,
                              manufacturing, and
                              research and
                              development

Dallas, TX         148,094    Communications &          Owned
                              Surveillance Systems'
                              engineering and
                              manufacturing

Kanata, Ontario     10,917    Electronic Combat         Leased  February 2008
                              Systems' engineering
                              and manufacturing

  In  addition,  the Company owns or leases an additional  35,906
square  feet of administrative offices, manufacturing  facilities
and warehouse locations throughout the U.S.

  The Company considers its facilities to be adequate for the
immediate future.


ITEM 3.   LEGAL PROCEEDINGS

   The  Company  is a defendant in various legal actions  arising
in  the normal course of business, the outcomes of which, in  the
opinion  of management, neither individually nor in the aggregate
are  likely  to  result  in  a material  adverse  effect  on  the
Company's business, results of operations or financial condition.

   Some   environmental   laws,   such   as   the   Comprehensive
Environmental Response, Compensation and Liability Act  of  1980,
also  known  as  CERCLA or the Superfund law, and  similar  state
statutes, can impose liability for the entire cost of the cleanup
of  contaminated  sites upon any of the current  or  former  site
owners  or  operators (or upon parties who sent  waste  to  these
sites),  regardless of the lawfulness of the original  activities
that  led  to  the  contamination. In July  2000,  prior  to  its
acquisition  by  the  Company, Tech-Sym  Corporation  received  a
Section  104(e)  Request for Information from the  National  Park
Service, or NPS, pursuant to CERCLA regarding a site known as the
Orphan  Mine  site  in the Grand Canyon National  Park,  Arizona,
which  is  the  subject  of  an NPS investigation  regarding  the
presence  of  residual radioactive materials  and  contamination.
Tech-Sym  Corporation's predecessor operated  this  uranium  mine
from  1956  to  1967.  In 1962, the land was  sold  to  the  U.S.
Government,  although the mining rights for the next  twenty-five
years  were retained. Tech-Sym Corporation sold the mining rights
in  1967,  and  the Company believes that the mine  was  operated
until  approximately 1972. The Company believes  that  there  are
several  other  companies in the chain of  title  to  the  mining
rights  subsequent to Tech-Sym, and, accordingly, that there  are
several  other potentially responsible parties, or PRPs, for  the
environmental  conditions  at  the  site,  including   the   U.S.
Government  as  owner of the land. The NPS has  not  yet  made  a
demand  on  the Company, nor to the Company's knowledge,  on  any
other PRP, nor has it listed the Orphan Mine site on the National
Priority List of contaminated sites. Nonetheless, the Company has
retained  a technical consultant in connection with this  matter,
who   has  conducted  a  limited,  preliminary  review  of   site
conditions, and has been in communication with the NPS  regarding
actions  that  may be required at the site by all  of  the  PRPs.
While  it  is  too  soon  to  determine  the  ultimate  financial
implications  to the Company, based upon the Company's  knowledge
of  the  current facts and circumstances surrounding this matter,
the  Company does not believe the total costs to the Company with
respect to this matter will be material.



ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS

  None.

EXECUTIVE OFFICERS OF THE COMPANY

  Certain information with respect to the executive officers of
the Company is set forth below.  Officers serve at the discretion
of the Board of Directors.

    Name                     Age           Position              Officer Since
---------------------------  ---     --------------------------  -------------

Thomas J. Keenan              61     Chief Executive Officer         1999
                                       and Director
John J. Sciuto                59     President and Chief             2002
                                       Operating Officer
John W. Wilhoite              51     Vice President of Finance       2001
                                       and Chief Financial Officer
Colonel James M. Davis, Jr.   67     Vice President, Business        1999
                                       Development
William E. Collins            51     Vice President,                 1999
                                       Administration
Gary A. Smith                 53     Vice President and Chief        2000
                                       Technical Officer


   Thomas  J.  Keenan  has  been the  Company's  Chief  Executive
Officer  since  August  1999  and  a  member  of  the  Company's
Board of Directors since November 2001. Mr. Keenan also served as
President of the Company from August 1999 to January 2003 and  as
President of the Company's predecessor, PEI Electronics, Inc.  He
also  served as Senior Vice President and General Manager of Wyle
Labs,  an  engineering  firm, from April to  November  1998,  and
served  as  President of Product Services and  Support  and  Vice
President,   International  at  General   Dynamics,   a   defense
manufacturer, from 1996 to 1997. He also served as  President  of
Teledyne Continental Motors, a defense manufacturer, from 1984 to
1996.  Prior to his position with Teledyne, Mr. Keenan worked for
the Department of Defense in the procurement office from 1965  to
1982. Mr. Keenan holds a bachelor's degree in chemistry from  the
University  of  Scranton  and  a juris  doctor  degree  from  the
Catholic University of America, Columbus School of Law.

   John  J. Sciuto has been the Company's Chief Operating Officer
since  September  2002 and President since  January  2003.    Mr.
Sciuto   served  most  recently  as  President  of  Earth  Search
Sciences,  Inc.,  a  collector  of  airborne  hyperspectral  data
located  in  Kalispell, Montana, from May 2001 to February  2002.
Mr.  Sciuto  previously served as President and  Chief  Executive
Officer of Comptek Research, Inc., a manufacturer of surveillance
and  communications  systems for the defense  electronics  market
located in Buffalo, New York, from 1996 to 2000.  Prior to  being
named President and Chief Executive Officer, Mr. Sciuto held many
senior  positions within Comptek including President and  CEO  of
Comptek  Federal  Systems,  Senior  Vice  President  for  Defense
Electronics,  and  Vice  President for Surface  Navy  Electronics
Warfare.   Prior to joining Comptek, Mr. Sciuto was the  Director
at  EW Systems with Engineering Research Associates of McLean, VA
from  1983  to  1986. Mr. Sciuto is a retired Naval  Officer  and
holds   a   Bachelor  of  Applied  Science  Degree  in   Aviation
Electronics from Troy State University and is a 1991 graduate  of
Stanford   University's  Senior  Executive  Institute   for   the
Management of High Technology Companies.

   John  W.  Wilhoite  has been the Company's Vice  President  of
Finance  and  Chief  Financial  Officer  since  April  2001.  Mr.
Wilhoite  formerly  served as Executive Vice  President  &  Chief
Financial   Officer  at  Intergraph  Corporation,   a   technical
solutions and systems integration services company, from 1985 to
2001  and  served  on  the  Executive  Management  Committee  of
Intergraph's Board of Directors. Prior to his  position  with
Intergraph, Mr. Wilhoite was a  Senior  Audit Manager  at  Price
Waterhouse & Co. (now PricewaterhouseCoopers LLP), an accounting
and consulting firm, from 1973 to 1985. He is a   member  of  the
American  Institute  of  Certified   Public Accountants   and the
Alabama  Society  of  Certified  Public Accountants and  has been
a Certified Public  Accountant  since 1975.  Mr. Wilhoite holds a
bachelor's degree from the University of Tennessee.

   Colonel  James M. Davis, Jr. (USA Ret.) has been the Company's
Vice  President,  Business Development since  August  1999.  Col.
Davis   formerly  served  as  Vice  President  of  the  Company's
predecessor, PEI Electronics, Inc. from 1999 to 2000.  From  1996
to  1998, he worked as a consultant to defense companies such  as
Lockheed Martin Corporation, General Dynamics, Betac and McAleese
&  Associates.  From  1985 to 1996, Col.  Davis  served  as  Vice
President,  Business  Development and Washington  Operations  for
Teledyne Vehicle Systems, a defense manufacturer. Col. Davis is a
graduate of the U.S. Military Academy and holds a master's degree
in   mechanical  engineering  from  the  Georgia   Institute   of
Technology.

   William  E.  Collins  has been the Company's  Vice  President,
Administration  since  August  1999.  He  joined  the   Company's
predecessor, PEI Electronics, Inc., in 1982, where he  served  as
Director  of  Information Systems from June 1994 to January  1997
and  as  Vice President of Administration from 1997 to 1999.  Mr.
Collins  is responsible for human resources, information systems,
safety,   legal,  facilities,  and  security  for  the  Company's
corporate  headquarters.  Mr.  Collins  holds  computer  science,
business  administration,  and accounting  degrees  from  Clarion
University.

   Gary  A. Smith has been the Company's Vice President and Chief
Technical  Officer  since February 2000.  Mr.  Smith  joined  the
Company's  subsidiary, Sierra Research, in 1997 as Vice President
of  Engineering. From 1978 to 1996, Mr. Smith worked  at  defense
and  civil  aviation systems provider Wilcox  Electric,  Inc.,  a
subsidiary of the Northrop Corporation, through 1988 and then  at
a  subsidiary of Thomson-CSF, where he last served as Director of
Advanced Systems. Mr. Smith holds a master's degree in electrical
engineering  from  the University of Missouri  and  a  bachelor's
degree  in electrical engineering from the University of Missouri
at Rolla.



                             PART II

ITEM 5.  MARKET  FOR  THE COMPANY'S COMMON STOCK AND  RELATED
         STOCKHOLDER MATTERS

   The  information appearing under "Dividend Policy" and  "Price
Range  of  Common Stock" in the Company's 2002  Annual Report  to
Stockholders is incorporated by reference  in  this Annual Report
on Form 10-K.


ITEM 6.  SELECTED FINANCIAL DATA

   Selected financial data for the five years ended December  31,
2002, appearing under "Five-Year Financial Summary" in the
Company's 2002 Annual Report to Stockholders is incorporated by
reference in this Annual Report on Form 10-K.


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

  Management's Discussion and Analysis of Financial Condition and
Results  of  Operations  appearing in the Company's  2002 Annual
Report to Stockholders is incorporated by reference in this Annual
Report on Form 10-K.


ITEM 7A. QUANTITATIVE  AND QUALITATIVE DISCLOSURES ABOUT  MARKET
         RISK

  Information relating to the Company's market risks appearing
under  "Quantitative  and  Qualitative Disclosures  about  Market
Risk"  in  Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations appearing in the Company's
2002  Annual  Report to Stockholders is incorporated by reference
in this Annual Report on Form 10-K.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

  The consolidated financial statements and report of independent
auditors appearing in the Company's 2002 Annual Report  to
Stockholders are incorporated by  reference  in this Annual Report
on Form 10-K.


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

  None.


                            PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

  The  information  appearing under "Election of  Directors"  and
"Section  16(a)  Beneficial Ownership  Reporting  Compliance"  in
the Company's Proxy Statement for  the  2003 Annual  Meeting of
Stockholders is incorporated by  reference  in this Annual Report
on Form 10-K.

  The Company's Board of Directors consists of ten members,
divided into three classes with overlapping three-year terms.
One class of directors is elected each year with terms extending
to the third succeeding annual meeting after election.

  Information  relating to the executive officers of the  Company
appears under "Executive Officers of the Company" in this Annual
Report on Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION

  The  information  appearing under "Executive  Compensation"  in
the Company's Proxy Statement for  the  2003 Annual  Meeting of
Stockholders is incorporated by  reference  in this Annual Report
on Form 10-K.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL  OWNERS  AND
         MANAGEMENT

  The information appearing under "Security Ownership of Certain
Beneficial Owners and Management" in the Company's Proxy Statement
for the 2003 Annual  Meeting  of  Stockholders is  incorporated by
reference in this Annual Report on Form 10-K.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

  The information appearing under "Certain Transactions and Other
Relationships" appearing in the Company's Proxy Statement  for the
2003  Annual  Meeting of Stockholders is incorporated by reference
in this Annual Report on Form 10-K.

ITEM 14. CONTROLS AND PROCEDURES

  Under  the  supervision  and  with  the  participation  of  the
Company's  management, including its Chief Executive Officer  and
Chief   Financial   Officer,  the  Company  has   evaluated   the
effectiveness  of  the  design and operation  of  its  disclosure
controls and procedures within 90 days of the filing date of this
Annual  Report.  Based upon this evaluation, the Chief  Executive
Officer  and  Chief  Financial Officer have  concluded  that  the
Company's  disclosure controls and procedures  are  adequate  and
effective  to  ensure that material information relating  to  the
Company  and its consolidated subsidiaries is made known to  them
by  others within those entities, particularly during the  period
in  which  this  Annual  Report  was  prepared.   There  were  no
significant  changes  in the Company's internal  controls  or  in
other  factors  that  could significantly affect  these  controls
subsequent to the date of their evaluation.


                             PART IV


ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON
          FORM 8-K




(a)  1)   The following consolidated financial statements
             of Integrated Defense Technologies, Inc.
             and subsidiaries  and the report of independent
             auditors thereon are incorporated by reference
             from the Integrated Defense Technologies, Inc.
             2002 Annual Report to Stockholders:

             Consolidated Balance Sheets at
                December 31, 2002 and  2001

             Consolidated Statements of Operations for the
                three years ended December 31, 2002

             Consolidated Statements of Cash Flows for the
                three years ended December 31, 2002

             Consolidated  Statements of Stockholders' Equity
                for the three years ended December 31, 2002

             Notes to Consolidated Financial Statements

             Report of Independent Auditors




     2)   Financial Statement Schedule:

            Schedule  II  -  Valuation and Qualifying
              Accounts and Reserves for the three years
              ended December 31, 2002

     All other schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes
thereto.

     The registrant has no 50%-or-less-owned companies.



     3)   Exhibits


        Number                Description
        ------   --------------------------------------------

         3.1     Amended and Restated Certificate of
                 Incorporation of the Registrant, as
                 amended (1)

         3.2     Amended and Restated Bylaws of the
                 Registrant, as amended (1)

         4.1     Form of Certificate of Designation,
                 Preferences and Rights of Series A Junior
                 Participating Preferred Stock of the
                 Registrant (1)

         4.2     Form of Rights Agreement between the
                 Registrant and The Bank of New York (2)

        10.1     Amended and Restated Registration Rights
                 Agreement, dated as of September 29, 2000,
                 by and between the Registrant, J.H. Whitney
                 Mezzanine Fund, L.P., J.H. Whitney Market
                 Value Fund, L.P., GreenLeaf Capital, L.P.,
                 First Union Investors, Inc. and BNY Capital
                 Partners, L.P. (3)

        10.2     Registration Rights Agreement between the
                 Registrant and IDT Holding, L.L.C. (1)

        10.3     Lease Agreement, dated as of March 26, 2001,
                 between Research Park/GE Tenancy In Common
                 and PEI Electronics, Inc., as amended (3)

        10.3a    Second Lease Amendment to Lease Agreement,
                 dated as of November 8, 2002, between Research
                 Park/GE Tenancy In Common and PEI
                 Electronics, Inc.

        10.4     Lease, dated as of January 4, 2001, between
                 Butterfield Technology Park L.L.C. and the
                 Registrant, as amended (3)

        10.5     Lease Agreement, dated as of December 18, 1992,
                 between Niagara Frontier Transportation
                 Authority and Sierra Research Division,
                 Sierra Technologies, Inc., as amended (3)

        10.6*    Employment Agreement, dated as of January 1,
                 2001, between the Registrant and Thomas J.
                 Keenan (3)

        10.7     Form of Director Indemnification Agreement (2)

        10.8     Operating Agreement of IDT Holding, L.L.C.,
                 entered into December 10, 1999, as amended,
                 among The Veritas Capital Fund, L.P. and the
                 individuals listed on the signature page and
                 schedules thereto (2) and the amendment
                 thereto dated February 26, 2002 (4)

        10.9     Integrated Defense Technologies, Inc. Amended
                 and Restated Credit Agreement dated as of
                 October 31, 2002, among Integrated Defense
                 Technologies, Inc. and Canadian Imperial
                 Bank of Commerce, as administrative agent
                 for itself and the lenders and other lenders
                 named therein (5)

        10.10    Asset Purchase Agreement by and among BAE
                 SYSTEMS Aerospace Electronics Inc. as seller,
                 IDT Acquisition Co. as buyer, and Integrated
                 Defense Technologies, Inc. as guarantor dated
                 as of September 12, 2002 and amendment letter
                 dated November 1, 2002 (5)

        10.11*   Key Employee Retention Agreement between
                 Integrated Defense Technologies, Inc. and
                 Thomas J. Keenan dated February 27, 2003

        10.12*   Key Employee Retention Agreement between
                 Integrated Defense Technologies, Inc. and John
                 W. Wilhoite dated March 25, 2003

        10.13*   Key Employee Retention Agreement between
                 Integrated Defense Technologies, Inc. and Col.
                 James W. Davis, Jr. dated February 5, 2003

        10.14*   Key Employee Retention Agreement between
                 Integrated Defense Technologies, Inc. and
                 William E. Collins dated February 27, 2003

        10.15*   Key Employee Retention Agreement between
                 Integrated Defense Technologies, Inc. and Gary
                 A. Smith dated March 27, 2003

        10.16*   Key Employee Retention Agreement between
                 Integrated Defense Technologies, Inc. and John
                 J. Sciuto dated March 3, 2003

        13       Portions of the Integrated Defense Technologies,
                 Inc. 2002 Annual Report to Stockholders
                 incorporated by reference in this Annual
                 Report on Form 10-K

        21       List of Subsidiaries of Integrated Defense
                 Technologies, Inc.

        23       Report of Deloitte and Touche LLP, Independent
                 Auditors on financial statement schedules

        99.1     Certifications Pursuant to 18 U.S.C. Section
                 1350, as adopted pursuant to Section 906 of the
                 Sarbanes-Oxley Act of 2002


   * Denotes management contract or compensatory plan, contract, or arrangement
     required to be filed as an Exhibit to this Form 10-K

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

        (1) Incorporated by reference to exhibits filed with Amendment No. 1
            to the Company's Form S-1 Registration  Statement, under the
            Securities Act of  1933,  File No. 333-75476.

        (2) Incorporated by reference to exhibits filed with Amendment No. 2
            to the Company's Form S-1 Registration  Statement, under the
            Securities Act of  1933,  File No. 333-75476.

        (3) Incorporated by reference to exhibits filed with the Company's
            Form S-1 Registration Statement, under the Securities Act of 1933,
            File No. 333-75476.

        (4) Incorporated by reference to exhibits filed with the Company's
            Current Report on Form 8-K filed March  7,  2002, under the
            Securities Exchange Act of  1934, File No. 001-31235.

        (5) Incorporated by reference to exhibits filed  with  the
            Company's Quarterly Report on Form 10-Q for the period ended
            September 27, 2002, under the Securities Exchange Act of 1934,
            File No. 001-31235.

(b)  Reports on Form 8-K

       1.   On November 14, 2002, the Company filed a report on Form 8-K
            providing a certification of the Company's Chief Executive
            Officer and Chief Financial Officer pursuant to 18 U.S.C. Section
            1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
            Act of 2002, to accompany its quarterly report on Form 10-Q for
            the quarter ended September 27, 2002, which was filed with the
            Securities and Exchange Commission on November 7, 2002.

       2.   On January 14, 2003, the Company filed a report on Form 8-K
            with respect to its November 1, 2002 acquisition of the BAE
            SYSTEMS Aerospace Electronics Gaithersburg Operation, including
            in Item 7 the financial statements of the acquired business
            required pursuant to Article 3 Section 210.3-05 of Regulation S-X
            and the pro forma information with respect to the business
            combination required by Article 11 of Regulation S-X.  This
            information was not available on the November 7, 2002 filing date
            of  the Company's Form 10-Q for the quarterly period ended
            September 27, 2002.

       3.   On February 28, 2003, the Company filed a report on Form 8-K
            announcing its retention of Bear, Stearns & Co. Inc. to assist
            the Board of Directors in evaluating strategic alternatives in
            order to maximize stockholder value.

(c)  Exhibits - the response to this portion of Item 14 is submitted as a
     separate section of this report.

(d)  Financial  statement schedules - the response to this  portion
     of Item 14 is submitted as a separate section of this report.

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

                           SIGNATURES


   Pursuant  to  the requirements of Section 13 or 15(d)  of  the
Securities  Exchange Act of 1934, the registrant has duly  caused
this  report  to  be  signed on its behalf  by  the  undersigned,
thereunto duly authorized.


              INTEGRATED DEFENSE TECHNOLOGIES, INC.

                 By     /s/ Thomas J. Keenan              Date:  March 26, 2003
                    -------------------------------
                         Thomas J. Keenan
                Chief Executive Officer and Director


   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.


                                                                      Date
                                                                 --------------

/s/ Thomas J. Keenan            Chief Executive Officer and      March 26, 2003
-----------------------------   Director (Principal Executive
    Thomas J. Keenan            Officer)



/s/ John  W.  Wilhoite          Vice President of Finance and    March 25, 2003
-----------------------------   Chief Financial Officer
    John W. Wilhoite            (Principal Financial and
                                Accounting Officer)

/s/ Robert B. McKeon            Chairman and Director            March 25, 2003
-----------------------------
    Robert B. McKeon

/s/ Thomas J. Campbell          Secretary and Director           March 25, 2003
-----------------------------
   Thomas J. Campbell

                                Director                         March __, 2003
-----------------------------
General Richard E. Hawley

                                Director                         March __, 2003
-----------------------------
General Barry R. McCaffrey

/s/ Edward N. Ney               Director                         March 26, 2003
-----------------------------
     Edward N. Ney

                                Director                         March __, 2003
-----------------------------
Admiral Joseph W. Prueher

/s/ Leighton W. Smith, Jr.      Director                         March 26, 2003
-----------------------------
Admiral Leighton W. Smith, Jr.

/s/ William G. Tobin            Director                         March 26, 2003
-----------------------------
    William G. Tobin

                                Director                         March __, 2003
-----------------------------
General Anthony C. Zinni



                         CERTIFICATIONS


CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

I, Thomas J. Keenan, certify that:

1.  I  have  reviewed  this  Annual  Report  on  Form  10-K  of
    Integrated Defense Technologies, Inc. (the "registrant");

2.  Based  on my knowledge, this Annual Report does not contain
    any  untrue  statement of a material fact or omit  to  state  a
    material fact necessary to make the statements made, in light of
    the  circumstances under which such statements were  made,  not
    misleading  with respect to the period covered by  this  Annual
    Report;

3.  Based on my knowledge, the financial statements, and  other
    financial  information included in this Annual  Report,  fairly
    present in all material respects the financial condition, results
    of  operations and cash flows of the registrant as of, and for,
    the periods presented in this Annual Report;

4.  The  registrant's  other  certifying  officers  and  I  are
    responsible for establishing and maintaining disclosure controls
    and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
    14) for the registrant and have:

    a) designed such disclosure controls and procedures to ensure
       that material information relating to the registrant, including
       its consolidated subsidiaries, is made known to us by others
       within those entities, particularly during the period in which
       this Annual Report is being prepared;

    b) evaluated the effectiveness of the registrant's disclosure
       controls and procedures as of a date within 90 days prior to the
       filing date of this Annual Report (the "Evaluation Date"); and

    c) presented in this Annual Report our conclusions about the
       effectiveness of the disclosure controls and procedures based on
       our evaluation as of the Evaluation Date;

5.  The  registrant's  other certifying  officers  and  I  have
    disclosed,  based  on  our  most  recent  evaluation,  to   the
    registrant's  auditors and the audit committee of  registrant's
    board  of  directors  (or  persons  performing  the  equivalent
    functions):

    a) all significant deficiencies in the design or operation of
       internal controls which could adversely affect the registrant's
       ability to record, process, summarize and report financial data
       and have identified for the registrant's auditors any material
       weaknesses in internal controls; and

    b) any fraud, whether or not material, that involves management
       or  other  employees  who  have a significant  role  in  the
       registrant's internal controls; and

6.  The  registrant's  other certifying  officers  and  I  have
    indicated  in  this  Annual Report whether or  not  there  were
    significant changes in internal controls or in other factors that
    could significantly affect internal controls subsequent to  the
    date  of  our most recent evaluation, including any  corrective
    actions  with  regard to significant deficiencies and  material
    weaknesses.



Date:  March 26, 2003             /s/ Thomas J. Keenan
                                  ---------------------------
                                  Thomas J. Keenan
                                  Chief Executive Officer



CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

I, John W. Wilhoite, certify that:

1.  I  have  reviewed  this  Annual  Report  on  Form  10-K  of
    Integrated Defense Technologies, Inc. (the "registrant");

2.  Based  on my knowledge, this Annual Report does not contain
    any  untrue  statement of a material fact or omit  to  state  a
    material fact necessary to make the statements made, in light of
    the  circumstances under which such statements were  made,  not
    misleading  with respect to the period covered by  this  Annual
    Report;

3.  Based on my knowledge, the financial statements, and  other
    financial  information included in this Annual  Report,  fairly
    present in all material respects the financial condition, results
    of  operations and cash flows of the registrant as of, and for,
    the periods presented in this Annual Report;

4.  The  registrant's  other  certifying  officers  and  I  are
    responsible for establishing and maintaining disclosure controls
    and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
    14) for the registrant and have:

    a) designed such disclosure controls and procedures to ensure
       that material information relating to the registrant, including
       its consolidated subsidiaries, is made known to us by others
       within those entities, particularly during the period in which
       this Annual Report is being prepared;

    b) evaluated the effectiveness of the registrant's disclosure
       controls and procedures as of a date within 90 days prior to the
       filing date of this Annual Report (the "Evaluation Date"); and

    c) presented in this Annual Report our conclusions about the
       effectiveness of the disclosure controls and procedures based on
       our evaluation as of the Evaluation Date;

5.  The  registrant's  other certifying  officers  and  I  have
    disclosed,  based  on  our  most  recent  evaluation,  to   the
    registrant's  auditors and the audit committee of  registrant's
    board  of  directors  (or  persons  performing  the  equivalent
    function):

    a) all significant deficiencies in the design or operation of
       internal controls which could adversely affect the registrant's
       ability to record, process, summarize and report financial data
       and have identified for the registrant's auditors any material
       weaknesses in internal controls; and

    b) any fraud, whether or not material, that involves management
       or  other  employees  who  have a significant  role  in  the
       registrant's internal controls; and

6.  The  registrant's  other certifying  officers  and  I  have
    indicated  in  this  Annual Report whether or  not  there  were
    significant changes in internal controls or in other factors that
    could significantly affect internal controls subsequent to  the
    date  of  our most recent evaluation, including any  corrective
    actions  with  regard to significant deficiencies and  material
    weaknesses.



Date:  March 26, 2003                /s/ John W. Wilhoite
                                     ---------------------------
                                     John W. Wilhoite
                                     Vice President of Finance
                                     and Chief Financial Officer



                             Integrated Defense Technologies, Inc.
                      Schedule II - Valuation and Qualifying Accounts
                       For the three years ended December 31, 2002
                                      (In thousands)

<TABLE>
<CAPTION>
                                                                  Column C
Column A                                           Column B       Additions           Column D         Column E
----------------------------------------------------------------------------------------------------------------
                                                              Charged to
                                                  Balance at    Costs     Charged                    Balance at
                                                  Beginning      and      to Other                      End
Description                                       of Period    Expenses   Accounts    Deductions     of Period
----------------------------------------------------------------------------------------------------------------
<S>                                  <C>             <C>         <C>      <C>          <C>            <C>
Year ended December 31, 2000:
     Allowance for doubtful accounts receivable        228         6        647 (1)      78 (2)          803
     Allowance for excess and obsolete inventory     1,024       341      8,651 (1)     106 (3)        9,910
     Reserve for environmental remediation             ---       ---      1,000 (1)     ---            1,000

Year ended December 31, 2001:
     Allowance for doubtful accounts receivable        803       120        ---         365 (2)          558
     Allowance for excess and obsolete inventory     9,910       630        169 (1)   3,031 (3)        7,678
     Reserve for environmental remediation           1,000       ---        ---         ---            1,000

Year ended December 31, 2002:
     Allowance for doubtful accounts receivable        558        51        ---         387 (2)          222
     Allowance for excess and obsolete inventory     7,678       268      2,097 (1)   1,414 (3)        8,629
     Reserve for environmental remediation           1,000       ---        ---         ---            1,000

</TABLE>

(1)  Purchase accounting adjustments associated with the 2000 and
     2002 Acquisitions.

(2)  Uncollectible accounts written off, net of recoveries.

(3)  Obsolete inventory reduced to net realizable value.