UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

~~___________________________________________________________________~~------------

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

~~Pursuant~~SECURITIES toEXCHANGE ~~section~~ACT 13OF ~~or 15(d) of~~1934

~~the Securities Exchange Act of 1934~~------------

December 23, 2008 (December 22, 2008) Date of Report (Date of ~~Earliest~~earliest ~~Event~~event ~~Reported~~reported)~~: October 23, 2008 (October 22, 2008)~~

DRS ~~TECHNOLOGIES~~ Technologies, ~~INC~~Inc. (Exact Name of Registrant as Specified in its Charter)

(Exact name of registrant as specified in its charter)

Delaware	1-08533	13-2632319
(State or Other	(Commission File No.)	(I.R.S. Employer
Jurisdiction of Incorporation)		Identification No.)

Delaware	1-08533	13-2632319
5 Sylvan Way,
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)
Parsippany, New Jersey	07054
5 Sylvan Way, Parsippany, New Jersey 07054
(Address of Principa	(Zip Code)
(Address of principal executive offices)
Executive Offices)

(973) 898-1500 (Registrant's telephone number, including area code)

None (~~Registrant’s telephone~~Former ~~number~~Name or Former Address, ~~including~~if ~~area~~Changed ~~code~~Since Last Report)

~~Not~~Check ~~Applicable~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~(Former~~[ ~~name~~] orWritten ~~former~~communications ~~address,~~pursuant ifto ~~changed~~Rule ~~since~~425 ~~last~~under ~~report~~the Securities Act (17 CFR 230.425)

~~Check~~[ ~~the~~] ~~appropriate~~Soliciting ~~box~~material ~~below~~pursuant ifto ~~the~~Rule ~~Form 8~~14a-K12 ~~filing~~under ~~is intended to simultaneously satisfy~~ the ~~filing~~Exchange ~~obligation~~Act of(17 ~~the registrant under any of the following~~CFR ~~provisions:~~240.14a-12)

⃞[ ] ~~Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ⃞~~ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ~~⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~

~~___________________________________________________________________~~[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~ ITEM 1.01 ~~Entry~~ ~~into~~ENTRY aINTO ~~Material~~A ~~Definitive~~MATERIAL DEFINITIVE ~~Agreement~~AGREEMENT

DRS Technologies, Inc. (the “"Company”") and its parent, Finmeccanica S.p.A. ("Finmeccanica") entered into (i) a ~~fourth~~seventh supplemental indenture, dated as of December ~~October~~ 22, 2008 (the "~~Fourth~~6-7/8% Seventh Supplemental Indenture"), to the indenture, dated as of ~~January~~October 313, ~~2006~~2003 (as amended or supplemented byfrom atime ~~supplemental~~to ~~indenture~~time, ~~dated~~the "6-7/8% Indenture"), among the Company, the Guarantors (as defined therein) and the Bank of ~~February~~New 8,York ~~2006,~~Mellon a(formerly ~~second~~known ~~supplemental~~as ~~indenture,~~The ~~dated~~Bank of New York), as oftrustee ~~February~~(the 13"Trustee"), ~~2006~~pursuant to which the Company's 6-7/8% Senior Subordinated Notes due 2013 (the "6-7/8% Notes") were issued, ~~and~~(ii) a ~~third~~ seventh supplemental indenture, dated as of ~~February~~ 20December 22, ~~2007~~2008 (~~together,~~ the "6-5/8% Seventh Supplemental Indenture"), ~~among~~to the ~~Company~~indenture, ~~the~~dated ~~Guarantors (~~as ~~defined~~of ~~therein)~~January 31, 2006 and supplemented ~~the~~by ~~Bank~~a supplemental indenture dated as of ~~New~~the ~~York~~same ~~Mellon~~date (~~f/k/a~~as ~~The~~amended or ~~Bank~~further ofsupplemented ~~New York),~~from astime ~~trustee~~to (time, the "~~Trustee~~6-5/8% Indenture"), among the Company, the Guarantors and the Trustee, pursuant to which the Company's ~~2.00~~6-5/8% ~~Convertible~~ Senior Notes due ~~2026~~2016 were issued (the "6-5/8% Notes")~~. The Fourth~~, ~~Supplemental~~and ~~Indenture~~(iii) ~~provides~~a ~~that~~seventh supplemental indenture, dated as of ~~the~~December ~~effective~~22, ~~date~~2008 of (the ~~Merger~~ ~~(as~~"7-5/8% ~~defined~~Seventh Supplemental ~~below),~~Indenture" ~~each $1~~and,~~000~~ ~~aggregate~~together ~~principal~~with ~~amount~~the of6-7/8% ~~Notes~~Seventh Supplemental ~~surrendered~~Indenture ~~for~~and ~~conversion~~the ~~will~~6-5/8% beSeventh ~~convertible~~Supplemental ~~solely into cash~~Indenture, inthe ~~an amount~~"Seventh ~~equal~~Supplemental Indentures"), to the ~~product~~indenture, dated as of ~~(x)~~January ~~$81.00~~31, 2006 and supplemented ~~(y)~~by a ~~number~~supplemental ~~equal~~indenture todated as of the ~~conversion~~same date (as amended ~~rate~~or ~~immediately~~further ~~prior~~supplemented from time to time, the ~~effective~~"7-5/8% ~~date~~Indenture" asand, ~~increased~~together with inthe ~~accordance~~6-7/8% ~~with Section~~Indenture ~~12.2(e~~and 7-5/8% Indenture, the "Indentures"), ofamong the Company, ~~Indenture~~the Guarantors and the Trustee, ~~subject~~pursuant to ~~adjustment~~which onthe Company's 7-5/8% Senior Subordinated Notes due 2018 were issued (the ~~same~~"7-5/8% ~~terms~~Notes" asand, together ~~provided~~with inthe ~~Article~~6-7/8% ~~XII~~Notes ofand 6-5/8% Notes, the ~~Indenture~~"Notes").

The Seventh Supplemental Indentures have modified the reporting covenant in the Indentures that require the Company to provide information to the applicable Trustee and Holders. As a result of the Seventh Supplemental Indentures, the Company no longer will be required to file reports with the U.S. Securities and Exchange Commission ("SEC"), but rather will provide the consolidated annual and interim reports of Finmeccanica, as required under Italian laws and Commissione Nazionale per le Società e la Borsa ("CONSOB") regulations applicable to Finmeccanica, to the applicable Trustee and Holders (the "Amendments"). The foregoing description of the ~~Fourth~~Seventh Supplemental ~~Indenture~~Indentures is not complete and is qualified in its entirety by reference to the full text of ~~the~~each ~~Fourth~~of the Seventh Supplemental ~~Indenture~~Indentures, acopies ~~copy~~ of which isare ~~filed~~attached hereto as ~~Exhibit 10~~Exhibits 4.1 to ~~this~~4.3 ~~Form 8-K~~ and is incorporated herein by reference ~~herein~~.

~~Item~~Additionally, ~~3.01.~~the ~~Notice~~Company and Finmeccanica have entered into (i) a sixth supplemental indenture, dated as of ~~Delisting~~December or17, ~~Failure~~2008 (the "6-7/8% Sixth Supplemental Indenture") to ~~Satisfy~~the 6-7/8% Indenture, (ii) a ~~Continued~~sixth ~~Listing~~supplemental ~~Rule~~indenture, ordated ~~Standard;~~as ~~Transfer~~of December 17, 2008 (the "6-5/8% Sixth Supplemental Indenture") to the 6-5/8% Indenture, and (iii) a sixth supplemental indenture, dated as of ~~Listing~~December 17, 2008 (the "7-5/8% Sixth Supplemental Indenture" and, together with the 6-7/8% Sixth Supplemental Indenture and the 6-5/8% Sixth Supplemental Indenture, the "Sixth Supplemental Indentures") to the 7-5/8% Indenture.

OnThe ~~October~~Sixth ~~22,~~Supplemental ~~2008,~~Indentures ~~pursuant~~provide tothat aFinmeccanica ~~definitive~~fully ~~merger~~and unconditionally ~~agreement~~will ~~dated~~guarantee ~~May~~the ~~12,~~payment ~~2008 (the~~of ~~“Merger~~principal ~~Agreement”)~~and ~~among~~interest ~~the~~and premium, ~~Company~~if any, ~~Finmeccanica~~on -each ~~Societá~~series ~~per~~of ~~azioni,~~Notes. aThe Sixth Supplemental Indentures ~~societá~~further ~~per~~provide ~~azioni~~that ~~organized~~such ~~under~~guarantees ~~the~~will ~~laws~~rank ofpari ~~Italy~~passu ~~("Finmeccanica")~~in ~~and~~right ~~Dragon~~of ~~Merger~~payment ~~Sub~~of principal, ~~Inc.~~interest and premium, aif ~~Delaware~~any, ~~corporation~~with ~~and~~all aexisting ~~wholly~~and future, ~~owned~~in ~~subsidiary~~the case of ~~Parent (“Sub”),~~the ~~Sub~~6-5/8% ~~merged~~Notes, ~~with~~unsubordinated, and, ~~into~~in the ~~Company~~case (of the 6-7/8% ~~“Merger”)~~Notes and 7-5/8% Notes, senior subordinated, unsecured obligations of Finmeccanica. The ~~Company~~ ~~survived~~foregoing description of the ~~Merger~~Sixth Supplemental Indentures is not complete and, asis aqualified ~~result,~~in ~~became~~its aentirety ~~wholly-owned~~by ~~subsidiary~~reference to the full text of each of ~~Meccanica~~the ~~Holdings~~Sixth ~~USA~~Supplemental Indentures, ~~Inc.~~copies ~~("Holdings"),~~of awhich ~~Delaware~~are ~~corporation~~attached ~~and~~hereto ~~wholly-owned~~as ~~subsidiary~~Exhibits of4.4 ~~Finmeccanica~~to 4.6 and incorporated herein by reference.

InITEM ~~connection with the closing of the Merger pursuant to the Merger Agreement, the Company has notified the New York Stock Exchange that each share of the Company’s common stock, $0~~8.01 ~~par~~OTHER value per share (the “DRS Common Stock”), has been converted into the right to receive $81.00 in cash, without interest, and has requested that the New York Stock Exchange file with the Securities and Exchange Commission (the “SEC”) an application on Form 25 to strike the DRS Common Stock from listing and registration thereon. In addition, the Company filed with the SEC on October 22, 2008 a Certification on Form 15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requesting that the DRS Common Stock be deregistered and that DRS’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.ITEMS

~~Item~~On December 22, 2008, the Company issued a press release announcing that it successfully had completed its consent solicitation for its Notes. As of 5:00 p.01m. ~~Changes~~New York City time on December 19, 2008, the expiration time of the consent solicitation, the Company had received consent from the holders of a majority in aggregate ~~Control~~principal amount of ~~Registrant~~all three series of Notes to effect the Amendments.

OnA ~~October~~copy ~~22, 2008, pursuant to the Merger Agreement, Sub merged with and into the Company. Under the terms~~ of the ~~Merger~~press ~~Agreement,~~release ~~each~~is ~~share~~attached ofhereto ~~DRS~~as ~~Common Stock~~Exhibit ~~outstanding at the effective time of the Merger was cancelled and converted into the right to receive $81~~99.001 ~~in cash, without interest. The Company survived the Merger~~ and, ~~as a result, became a~~incorporated ~~wholly-owned~~herein ~~subsidiary~~by ~~of Holdings~~reference.

~~Item~~As ~~5.02 Departure~~a result of ~~Directors~~the orexecution ~~Principal~~of ~~Officers;~~the ~~Election~~Seventh ofSupplemental Indentures on December 22, ~~Directors;~~2008 ~~Appointment~~to ofeffect ~~Principal~~the ~~Officers;~~Amendments, ~~Compensatory~~the ~~Arrangements~~Company ofwill cease filing reports with the ~~Certain~~SEC. ~~Officers~~Accordingly, this Form 8-K will constitute the last filing made by or on behalf of the Company.

~~(d) Pursuant~~In toaccordance ~~the~~with ~~Merger Agreement, at~~ the ~~effective~~Seventh ~~time~~Supplemental ~~of the Merger~~Indentures, the ~~Board of Directors of Sub became the Board of Directors of the~~ Company~~. All~~ ofwill provide the ~~members~~consolidated ofannual ~~the~~and ~~Board~~interim ofreports ~~Directors~~ of ~~the~~Finmeccanica, ~~Company~~as ~~immediately~~required ~~prior to the~~under ~~effective~~Italian ~~time~~laws ofand ~~the~~CONSOB ~~Merger~~regulations ~~were~~applicable ~~also~~to ~~members~~Finmeccanica, ofto the ~~Board of Directors of Sub~~ atapplicable ~~the~~Trustee ~~effective time of the Merger~~ and ~~therefore remain directors of the Company~~Holders. In ~~addition,~~These ~~Simone Bemporad~~reports, ~~Giuseppe~~along ~~Giordo~~with ~~and~~additional ~~Giovanni~~information ~~Soccodato~~on ~~were~~Finmeccanica, ~~members~~can ofbe ~~the~~found ~~Board~~on ofFinmeccanica's ~~Directors~~website ~~of Sub~~ at ~~the effective time of~~ ~~the Merger and became directors of the Company at such time~~http://www.finmeccanica.com.

~~The Company~~ITEM expects to enter into an arrangement with each director who is not an employee of any company within the Finmeccanica Group, including the Company, that will entitle him to cash compensation for his service on the Board of Directors9. ~~The~~01 ~~details~~FINANCIAL ofSTATEMENTS ~~these arrangements have not yet been~~AND ~~determined.~~EXHIBITS

1. Mr. Bemporad. Mr. Bemporad is Chief Executive Officer of Finmeccanica North America Inc., a wholly-owned subsidiary of Finmeccanica, and President of Holdings, the parent company of the Company and a wholly-owned subsidiary of Finmeccanica. Mr. Bemporad’s membership on any committees of the Board of Directors has not yet been determined.

Exhibit No.	Description
4.1	Seventh Supplemental Indenture, dated as of December 22, 2008.
4.2	Seventh Supplemental Indenture, dated as of December 22, 2008.
4.3	Seventh Supplemental Indenture, dated as of December 22, 2008.
4.4	Sixth Supplemental Indenture, dated as of December 17, 2008.
4.5	Sixth Supplemental Indenture, dated as of December 17, 2008.
4.6	Sixth Supplemental Indenture, dated as of December 17, 2008.
99.1	Press Release, dated December 22, 2008.

2. Mr. Giordo. Mr. Giordo is Chief Executive Officer of Alenia North America, Inc., a wholly-owned subsidiary of Finmeccanica. Mr. Giordo also holds positions in other companies within the Finmeccanica Group. Mr. Giordo’s membership on any committees of the Board of Directors has not yet been determined.SIGNATURE

3. Mr. Soccodato. Mr. Soccodato is Senior Vice President, Strategy Department, of Finmeccanica. Mr. Soccodato also holds positions in other companies within the Finmeccanica Group. Mr. Soccodato’s membership on any committees of the Board of Directors has not yet been determined.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, at the effective time of the Merger, the Bylaws of the Company, as in effect immediately prior to the effective time of the Merger, were amended and restated in their entirety.

A copy of the Amended and Restated Bylaws of the Company is filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 8.01 Other Items

On October 22, 2008, the Company issued a press release announcing the completion of the Merger, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following items are included as exhibits to this report:

	Exhibit No.		Description
	3.1		Amended and Restated Bylaws of DRS Technologies, Inc., dated October 22, 2008.
	10.1		Fourth Supplemental Indenture, dated as of October 22, 2008.
	99.1		Press Release of DRS Technologies, Inc., dated October 22, 2008.

___________________________________________________________________

DRS TECHNOLOGIES, INC.

SIGNATURES

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

		DRS TECHNOLOGIES, INC.
		(Registrant)
Date:	October 23, 2008	By:
		/s/ RICHARD A. SCHNEIDER
		Richard A. Schneider
		Executive Vice President, Chief Financial Officer

	DRS TECHNOLOGIES, INC.


	By: /s/ Richard A. Schneider
	Richard A. Schneider
	Executive Vice President,
	Chief Financial Officer

~~INDEX~~Date: TODecember ~~EXHIBITS~~23, 2008

	Exhibit No.		Description
	3.1		Amended and Restated Bylaws of DRS Technologies, Inc., dated October 22, 2008.
	10.1		Fourth Supplemental Indenture, dated as of October 22, 2008.
	99.1		Press Release of DRS Technologies, Inc., dated October 22, 2008.

EXHIBIT INDEX

Exhibit No.	Description
4.1	Seventh Supplemental Indenture, dated as of December 22, 2008.
4.2	Seventh Supplemental Indenture, dated as of December 22, 2008.
4.3	Seventh Supplemental Indenture, dated as of December 22, 2008.
4.4	Sixth Supplemental Indenture, dated as of December 17, 2008.
4.5	Sixth Supplemental Indenture, dated as of December 17, 2008.
4.6	Sixth Supplemental Indenture, dated as of December 17, 2008.
99.1	Press Release, dated December 22, 2008.

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