FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

FRASER DONALD C 		2. Issuer Name and Ticker or Trading Symbol

DRS TECHNOLOGIES INC [ DRS ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

DRS TECHNOLOGIES, INC., 5 SYLVAN WAY 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/22/2008
(Street)

PARSIPPANY, NJ 07054
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   $11.4375   10/22/2008     D        2500      (1) 8/8/2010   Common Stock   2500   $69.56   0   D  
 
Stock Option (Right to Buy)   $21.80   10/22/2008     D        2500      (2) 8/7/2011   Common Stock   2500   $59.20   0   D  
 
Stock Option (Right to Buy)   $38.80   10/22/2008     D        2500      (3) 8/7/2012   Common Stock   2500   $42.20   0   D  
 
Stock Option (Right to Buy)   $26.51   10/22/2008     D        2500      (4) 8/5/2013   Common Stock   2500   $54.49   0   D  
 
Stock Option (Right to Buy)   $36.18   10/22/2008     D        2500      (5) 8/4/2014   Common Stock   2500   $44.82   0   D  
 
Stock Option (Right to Buy)   $53.56   10/22/2008     D        2500      (6) 8/3/2015   Common Stock   2500   $27.44   0   D  
 
Stock Option (Right to Buy)   $46.80   10/22/2008     D        2500      (7) 8/2/2016   Common Stock   2500   $34.20   0   D  
 
Stock Option (Right to Buy)   $48.03   10/22/2008     D        2500      (8) 8/8/2017   Common Stock   2500   $32.97   0   D  
 

Explanation of Responses:
( 1)  Pursuant to the merger agreement among Issuer, Finmeccanica S.p.A. and Dragon Merger Sub, option to buy granted on August 9, 2000 and exercisable as to 100% on first anniversary of date of grant, was converted into the right to receive an amount of cash equal to the excess of $81.00 (the merger consideration) over the exercise price multiplied by the number of unexercised options.
( 2)  Pursuant to the merger agreement among Issuer, Finmeccanica S.p.A. and Dragon Merger Sub, option to buy granted on August 8, 2001 and exercisable as to 100% on first anniversary of date of grant, was converted into the right to receive an amount of cash equal to the excess of $81.00 (the merger consideration) over the exercise price multiplied by the number of unexercised options.
( 3)  Pursuant to the merger agreement among Issuer, Finmeccanica S.p.A. and Dragon Merger Sub, option to buy granted on August 8, 2002 and exercisable as to 100% on first anniversary of date of grant, was converted into the right to receive an amount of cash equal to the excess of $81.00 (the merger consideration) over the exercise price multiplied by the number of unexercised options.
( 4)  Pursuant to the merger agreement among Issuer, Finmeccanica S.p.A. and Dragon Merger Sub, option to buy granted on August 6, 2003 and exercisable as to 100% on first anniversary of date of grant, was converted into the right to receive an amount of cash equal to the excess of $81.00 (the merger consideration) over the exercise price multiplied by the number of unexercised options.
( 5)  Pursuant to the merger agreement among Issuer, Finmeccanica S.p.A. and Dragon Merger Sub, option to buy granted on August 5, 2004 and exercisable as to 100% on first anniversary of date of grant, was converted into the right to receive an amount of cash equal to the excess of $81.00 (the merger consideration) over the exercise price multiplied by the number of unexercised options.
( 6)  Pursuant to the merger agreement among Issuer, Finmeccanica S.p.A. and Dragon Merger Sub, option to buy granted on August 4, 2005 and exercisable as to 100% on first anniversary of date of grant, was converted into the right to receive an amount of cash equal to the excess of $81.00 (the merger consideration) over the exercise price multiplied by the number of unexercised options.
( 7)  Pursuant to the merger agreement among Issuer, Finmeccanica S.p.A. and Dragon Merger Sub, option to buy granted on August 3, 2006 and exercisable as to 100% on first anniversary of date of grant, was converted into the right to receive an amount of cash equal to the excess of $81.00 (the merger consideration) over the exercise price multiplied by the number of unexercised options.
( 8)  Pursuant to the merger agreement among Issuer, Finmeccanica S.p.A. and Dragon Merger Sub, option to buy granted on August 9, 2007 and exercisable as to 100% on first anniversary of date of grant, was converted into the right to receive an amount of cash equal to the excess of $81.00 (the merger consideration) over the exercise price multiplied by the number of unexercised options.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
FRASER DONALD C
DRS TECHNOLOGIES, INC.
5 SYLVAN WAY
PARSIPPANY, NJ 07054 		X



Signatures
Donald C. Fraser 12/9/2008
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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