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                 SECURITIES AND EXCHANGE COMMISSION

                       Washington, DC  20549

                          AMENDMENT NO. 1

                                TO

                             FORM 10-Q

            Quarterly Report under Section 13 or 15 (d)

               of the Securities Exchange Act of 1934

For the nine months ended July 31, 1999   Commission file number 0-13880

                  ENGINEERED SUPPORT SYSTEMS, INC.
       (Exact name of Registrant as specified in its charter)

        Missouri                                              43-1313242
(State of Incorporation)            (IRS Employer Identification Number)

1270 North Price Road, St. Louis, Missouri                         63132
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number including area code: (314) 993-5880

     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
          ---   ---

     The number of shares of the Registrant's common stock, $.01 par
value, outstanding at August 31, 1999 was 6,888,958.



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<TABLE>
                              ENGINEERED SUPPORT SYSTEMS, INC

                          CONDENSED CONSOLIDATED BALANCE SHEETS

<CAPTION>
                                                                  July 31         October 31
                                                                   1999              1998
                                                               ------------       -----------
                                                                (Unaudited)
<S>                                                            <C>                <C>
                        ASSETS

Current Assets
   Cash and cash equivalents                                   $    517,703       $ 5,773,529
   Accounts receivable                                           13,171,407        14,036,184
   Contracts in process and inventories                          35,890,357        18,686,810
   Other current assets                                           1,188,980         1,542,973
                                                               ------------       -----------
      Total Current Assets                                       50,768,447        40,039,496

Property, plant and equipment, less accumulated
   depreciation of $15,798,755 and $13,895,326                   27,630,023        25,064,982
Cost in excess of net assets acquired, less accumulated
   amortization of $1,865,309 and $1,073,176                     24,123,759        25,835,892
Other assets                                                      1,141,934         1,219,852
                                                               ------------       -----------
      Total Assets                                             $103,664,163       $92,160,222
                                                               ============       ===========

        LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
   Notes payable                                               $  6,700,000       $
   Current maturities of long-term debt                           7,954,160         7,204,172
   Accounts payable                                              10,480,212         7,285,396
   Other current liabilities                                      6,330,751         7,340,394
                                                               ------------       -----------
      Total Current Liabilities                                  31,465,123        21,829,962

Long-term debt                                                    7,801,041        36,779,160
Deferred income taxes                                             2,659,699         2,659,699
ESOP guaranteed bank loan                                           615,000           725,700

Shareholders' Equity
   Common stock, par value $01 per share; 10,000,000
      shares authorized; 7,503,854 and 5,490,604
      shares issued                                                  75,039            54,906
   Additional paid-in capital                                    37,032,274        11,082,278
   Retained earnings                                             28,519,355        23,682,931
                                                               ------------       -----------
                                                                 65,626,668        34,820,115

   Less ESOP guaranteed bank loan                                   615,000           725,700
   Less treasury stock at cost, 614,896 and 638,702 shares        3,888,368         3,928,714
                                                               ------------       -----------
                                                                 61,123,300        30,165,701
                                                               ------------       -----------
      Total Liabilities and Shareholders' Equity               $103,664,163       $92,160,222
                                                               ============       ===========

See notes to condensed consolidated financial statements.
</TABLE>

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                            SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.




                                 ENGINEERED SUPPORT SYSTEMS, INC.

Date: September 17, 1999         By:      Michael F. Shanahan Sr.
     -----------------------        -----------------------------------
                                          Michael F. Shanahan Sr.
                                      Chairman of the Board, President
                                        and Chief Executive Officer


Date: September 17, 1999         By:         Gary C. Gerhardt
     -----------------------        -----------------------------------
                                             Gary C. Gerhardt
                                       Executive Vice President and
                                        Chief Financial Officer

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