As filed with the Securities and Exchange Commission
                              on May 31, 1996
                                        Registration No. 333-_________
     ______________________________________________________________

                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                          ________________________

                                  FORM S-8
          Registration Statement Under the Securities Act of 1933
                          ________________________

                      NATIONAL TECHNICAL SYSTEMS, INC.
           (Exact name of registrant as specified in its charter)

          Delaware                                 95-4134955
     (State or other jurisdiction of            (I.R.S. Employer
      incorporation or organization)           Identification No.)

     24007 Ventura Boulevard, Calabasas, California        91302
      (Address of Principal Executive Offices)           (Zip Code)

                           1994 Stock Option Plan
                          (Full title of the plan)

                                  JACK LIN
                   PRESIDENT AND CHIEF EXECUTIVE OFFICER
                      NATIONAL TECHNICAL SYSTEMS, INC.
                          24007 Ventura Boulevard
                        Calabasas, California  91302
                               (818) 591-0776
         (Name, address and telephone number of agent for service)
                   ______________________________________

                                  Copy to:

                          James J. Slaby, Esquire
                  Sheppard, Mullin, Richter & Hampton LLP
                     333 South Hope Street, 48th Floor
                       Los Angeles, California  90071
                 _________________________________________













                                Page 1 of 12                <PAGE>




                      Calculation of Registration Fee
     _________________________________________________________________
                                 Proposed      Proposed
     Title of                    maximum       maximum       Amount of
     securities                  offering      aggregate     regis-
     to be         Amount to be  price per     offering      tration
     registered    registered    share         price         fee <F1>
     _________________________________________________________________

     Common        700,000       $3.63         $2,541,000    $876.21
     Stock, $.01   Shares <F2>   <F3>          <F3>          <F4>
     par value
     _________________________________________________________________

     [FN]
     <F1> The registration fee has been calculated pursuant to
          Section 6(b) of the Securities Act of 1933, as amended (the
          "Securities Act") as follows: one twenty-ninth (1/29th) of
          one percent of the Proposed Maximum Aggregate Offering Price
          of the shares registered hereby.
     <F2> Pursuant to Rule 416, this registration statement also
          covers such additional securities as may become issuable
          pursuant to the anti-dilution provisions of the Plan.
     <F3> Estimated solely for purposes of calculating the
          registration fee.
     <F4> Pursuant to Rule 457(h), the aggregate offering price and
          registration fee have been calculated based upon the average
          of the high and low prices of Common Stock quoted on NASDAQ
          on May 29, 1996, a day within five business days prior to
          the filing of this registration statement.









                         Exhibit Index is on page 9















                                Page 2 of 12                <PAGE>




                                   Part I

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


     Item 1.   Plan Information <F*>
               ----------------
     Item 2.   Registrant Information <F*>
               ----------------------

     [FN]
     <F*> Information required by Part I to be contained in the
          Section 10(a) prospectus is omitted from this registration
          statement in accordance with the Note to Part I of Form S-8.


                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.   Incorporation of Documents by Reference.
               ---------------------------------------
          The following documents filed by National Technical Systems,
     Inc. (the "Company" or the "Registrant"), with the Securities and
     Exchange Commission (the "Commission") are hereby incorporated by
     reference:

               (a)  The Company's Annual Report on Form 10-K for the
                    fiscal year ended January 31, 1996.

               (b)  All other reports filed pursuant to Section 13(a)
                    or 15(d) of the Securities Exchange Act of 1934,
                    as amended (the "Exchange Act") since the end of
                    the fiscal year covered by the Registrant document
                    referred to in (a) above.

               (c)  The Company's Registration Statement on Form S-8
                    (Registration No. 33-48211), which includes a
                    description of the Company's Common Stock, $.01
                    par value.

          All documents subsequently filed by the Company pursuant to
     Sections 13(a), 13(c), 14 and 15(d) of the  Exchange Act, prior
     to the filing of a post-effective amendment which indicates that
     all securities offered have been sold or which deregisters all
     securities then remaining unsold, shall be deemed to be incor-
     porated by reference in this registration statement and to be a
     part hereof from the date of filing of such documents.

     Item 4.   Description of Securities.
               -------------------------
          Not Applicable.



                                Page 3 of 12                <PAGE>




     Item 5.   Interests of Named Experts and Counsel.
               ----------------------------------------
          Not Applicable.

     Item 6.   Indemnification of Directors and Officers.
               -----------------------------------------
          Section 145 of the Delaware General Corporation Law (the
     "GCL") grants corporations the power to indemnify directors,
     officers, employees and agents in accordance with the provisions
     thereof.  Article VII of the Company's Restated By-laws provide
     that the Company shall indemnify any and all directors and
     officers to the fullest extent authorized by the GCL, as the same
     may be amended and supplemented.  The indemnification provided
     for in such Article is expressly not exclusive of any other
     rights to which those seeking indemnification may be entitled and
     shall inure to the benefit of the heirs, executors and
     administrators of such persons.

          Section 102(b)(7) of the GCL grants corporations the power
     to eliminate a director's personal liability for monetary damages
     to the Company or its stockholders for breach of fiduciary duty
     as a director, except in circumstances involving a breach of a
     director's duty of loyalty to the Company or its stockholders,
     acts or omissions not in good faith or which involve intentional
     misconduct or knowing violations of the law, self-dealing or the
     unlawful payment of dividends or repurchase of stock.  Article
     EIGHTH of the Company's Restated Certificate of Incorporation
     provides that such personal liability of a director of the
     Company shall be eliminated except in certain circumstances set
     forth in Section 102(b)(7) of the GCL.

     Item 7.   Exemption From Registration Claimed.
               -----------------------------------
          Not Applicable.

     Item 8.   Exhibits.
               --------
          The following exhibits are filed herewith:

               4.1  Restated Certificate of Incorporation of the
                    Company (Incorporated herein by reference to
                    Appendix B to the Company's Registration Statement
                    on Form S-4 (No. 33-14045), as filed with the
                    Commission on June 23, 1987).

               4.2  Certificate of Amendment of Restated Certificate
                    of Incorporation of the Company (Incorporated
                    herein by reference to Exhibit 3(a)1 to the
                    Company's Annual Report on Form 10-K for the
                    fiscal year ended January 31, 1995, as filed with
                    the Commission on May 1, 1995).




                                Page 4 of 12                <PAGE>




               4.3  Restated By-laws of the Company  (Incorporated
                    herein by reference to Appendix C to the Company's
                    Registration Statement on Form S-4 (No. 33-14045),
                    as filed with the Commission on June 23, 1987).

               4.4  National Technical Systems, Inc. 1994 Stock Option
                    Plan (Incorporated herein by reference to
                    Appendix B to the Company's Proxy Statement for
                    Annual Meeting of June 30, 1994).

               5.1  Opinion of Sheppard, Mullin, Richter & Hampton
                    LLP.

               23.1 Consent of Ernst & Young LLP.

               23.2 Consent of Sheppard, Mullin, Richter & Hampton LLP
                    (included in Exhibit 5.1).

               24.1 Power of Attorney (included in the Signature
                    Page).


     Item 9.   Undertakings.
               ------------
          (1)   The undersigned Company hereby undertakes:

               (a)   To file, during any period in which offers or
     sales are being made, a post-effective amendment to this
     registration statement to include any material information with
     respect to the plan of distribution not previously disclosed in
     the registration statement or any material change to such
     information in the registration statement.

               (b)   That, for the purpose of determining any
     liability under the Securities Act, each such post-effective
     amendment shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering of
     such securities at that time shall be deemed to be the initial
     bona fide offering thereof.

               (c)   To remove from registration by means of a post-
     effective amendment any of the securities being registered which
     remain unsold at the termination of the offering.

          (2)   The undersigned Company hereby undertakes that, for
     purposes of determining any liability under the Securities Act,
     each filing of the Company's annual report pursuant to Section
     13(a) or Section 15(d) of the Exchange Act (and, where
     applicable, each filing of an employee benefit plan's annual
     report pursuant to Section 15(d) of the Exchange Act) that is
     incorporated by reference in the registration statement shall be
     deemed to be a new registration statement relating to the
     securities offered therein, and the offering of such securities


                                Page 5 of 12                <PAGE>




     at that time shall be deemed to be the initial bona fide offering
     thereof.

          (3)   Insofar as indemnification for liabilities arising
     under the Securities Act, may be permitted to directors, officers
     and controlling persons of the Company pursuant to the foregoing
     provisions, or otherwise, the Company has been advised that in
     the opinion of the Commission such indemnification is against
     public policy as expressed in the Securities Act and is,
     therefore, unenforceable.   In the event that a claim for
     indemnification against such liabilities (other than the payment
     by the Company of expenses incurred or paid by a director,
     officer or controlling person of the Company in the successful
     defense of any action, suit or proceeding) is asserted by such
     director, officer or controlling person in connection with the
     securities being registered, the Company will, unless in the
     opinion of its counsel the matter has been settled by controlling
     precedent, submit to a court of appropriate jurisdiction the
     question whether such indemnification by it is against public
     policy as expressed in the Securities Act and will be governed by
     the final adjudication of such issue.


































                                Page 6 of 12                <PAGE>




                                 SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933,
     as amended, the Registrant certifies that it has reasonable
     grounds to believe that it meets all of the requirements for
     filing on Form S-8 and has duly caused this registration
     statement to be signed on its behalf by the undersigned,
     thereunto duly authorized, in the City of Calabasas, State of
     California, on May 31, 1996.


                                   NATIONAL TECHNICAL SYSTEMS, INC.


                                   By   /s/  Jack Lin                   
                                      ---------------------------------
                                      Jack Lin
                                      President and Chief Executive
                                      Officer



                             POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose
     signature appears below hereby constitutes and appoints Jack Lin
     and Aloysius Casey, and each of them, as his or her true and
     lawful attorney-in-fact and agent, with full power of
     substitution and resubstitution, for him or her and in his or her
     name, place and stead, in any and all capacities, to sign any or
     all amendments (including pre-effective amendments and post-
     effective amendments) to this registration statement, and to file
     the same with all exhibits thereto and other documents in
     connection therewith, with the Commission, granting unto said
     attorney-in-fact and agent full power and authority to do and
     perform each and every act and thing requisite and necessary to
     be done in and about the premises, as fully to all intents and
     purposes as he or she might or could do in person, hereby
     ratifying and confirming all that said attorney-in-fact and agent
     may lawfully do or cause to be done by virtue hereof.


          Pursuant to the requirements of the Securities Act of 1933,
     as amended, this registration statement has been signed below by
     the following persons in the capacities and on the dates
     indicated.

     Signature              Title                           Date
     ---------              -----                           ----

     /s/ Jack Lin           President, Chief Executive   May 31, 1996
     ---------------------- Officer and Director
     Jack Lin               (Principal Executive Officer)


                                Page 7 of 12                <PAGE>






     /s/ Aloysius Casey     Chairman of the Board        May 31, 1996
     ---------------------
     Aloysius Casey


     /s/ Arthur Edelstein   Executive Vice President     May 31, 1996
     ---------------------  and Director
     Arthur Edelstein


     /s/ Richard Short      Senior Vice-President        May 31, 1996
     ---------------------  and Director
     Richard Short


     /s/ William Traw       Senior Vice President        May 31, 1996
     ---------------------  and Director
     William Traw


     /s/ Lloyd Blonder      Senior Vice President        May 31, 1996
     ---------------------  and Chief Financial Officer
     Lloyd Blonder          (Principal Financial and
                            Accounting Officer)


     /s/ Ralph F. Clements  Director                     May 31, 1996
     ---------------------
     Ralph F. Clements


     /s/ Harry Derbyshire   Director                     May 31, 1996
     ---------------------
     Harry Derbyshire


     /s/ Robert I. Lin      Director                     May 31, 1996
     ---------------------
     Robert I. Lin


     /s/ William McGinnis   Vice President               May 31, 1996
     ---------------------  and Director
     William McGinnis









                                Page 8 of 12                <PAGE>




                               EXHIBIT INDEX


     Exhibit
     Number    Description                                             Page
     ----------------------------------------------------------------------
     4.1       Restated Certificate of Incorporation of the
               Company  (Incorporated herein by reference to
               Appendix B to the Company's Registration Statement
               on Form S-4 (No. 33-14045), as filed with the
               Commission on June 23, 1987).

     4.2       Certificate of Amendment of Restated Certificate
               of Incorporation of the Company (Incorporated
               herein by reference to Exhibit 3(a)1 to the
               Company's Annual Report on Form 10-K for the
               fiscal year ended January 31, 1995, as filed with
               the Commission on May 1, 1995).

     4.3       Restated By-laws of the Company  (Incorporated
               herein by reference to Appendix C to the Company's
               Registration Statement on Form S-4 (No. 33-14045),
               as filed with the Commission on June 23, 1987).

     4.4       National Technical Systems, Inc. 1994 Stock Option
               Plan (Incorporated herein by reference to
               Appendix B to the Company's Proxy Statement for
               Annual Meeting of June 30, 1994).

     5.1       Opinion of Sheppard, Mullin, Richter & Hampton 
               LLP.                                                     10

     23.1      Consent of Ernst & Young LLP.                            12

     23.2      Consent of Sheppard, Mullin, Richter & Hampton LLP
               (included in Exhibit 5.1).

     24.1      Power of Attorney (included in the Signature
               Page).
















                                Page 9 of 12                <PAGE>




                                   EXHIBIT 5.1


                      SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
        A Limited Liability Partnership Including Professional Corporations
                                  Attorneys at Law
                      333 South Hope Street, Forty-Eighth Floor
                           Los Angeles, California  90071
                              Telephone (213) 620-1780
                                       _____
                              Facsimile (213) 620-1398
                                       _____

     Writer's Direct Line                                      Our File Number
     (213) 617-5411                                                  LFJ-51327
                                May 31, 1996



     National Technical Systems, Inc.
     24007 Ventura Boulevard
     Calabasas, California 91302

     Ladies and Gentlemen:

               We have acted as counsel to National Technical Systems,
     Inc., a Delaware corporation (the "Company").  This opinion is
     rendered, at your request, in connection with the filing by the
     Company of a Registration Statement on Form S-8 (the
     "Registration Statement") under the Securities Act of 1933, as
     amended, relating to the offer of up to 700,000 shares of Common
     Stock, par value $.01 per share, of the Company (the "Common
     Stock") to be issued pursuant to the Company's 1994 Stock Option
     Plan (the "Plan").

               In the preparation of this opinion, we have examined
     and are relying upon such matters of law and originals or copies
     of such documents as we have deemed necessary or advisable in
     order to render the opinion set forth below.  In rendering the
     opinion set forth below, we have assumed:

               a.   The genuineness of all signatures, the
     authenticity of all documents submitted to us as originals, the
     conformity to the originals of all documents submitted to us as
     copies, and the authenticity of all such originals.

               b.   The due authorization, execution and delivery of
     the Registration Statement and the documents and instruments
     referred to therein by and on behalf of all parties thereto.

               c.   The issuance of Common Stock in accordance with
     the terms of the Plan.



                               Page 10 of 12                <PAGE>




     National Technical Systems, Inc.
     May 31, 1996
     Page 2



               On the basis of the foregoing and subject to the
     qualifications and limitations set forth below, it is our opinion
     that the Common Stock covered by the Registration Statement, when
     issued and paid for in accordance with the Plan, will be legally
     issued, fully paid and non-assessable.

               This opinion speaks only as of the date hereof and is
     based solely upon the existing laws of the United States, and the
     general corporation laws of the State of California and the State
     of Delaware, and we express no opinion, and none should be
     inferred, as to any other laws.

               This opinion may not be relied upon by any other person
     or for any other purpose, nor may it be quoted from or referred
     to, or copies delivered to any other person, without our prior
     written consent.  We hereby consent to the inclusion of this
     opinion as an exhibit in the Registration Statement.

                         Respectfully submitted,


                         /s/ Sheppard, Mullin, Richter & Hampton LLP



























                               Page 11 of 12                <PAGE>




                                EXHIBIT 23.1


             Consent of Ernst & Young LLP, Independent Auditors


     We consent to the incorporation by reference in the Registration
     Statement (Form S-8 No. 333-XXXXX) of National Technical Systems,
     Inc. and the related Prospectus pertaining to the 1994 Stock
     Option Plan of our report dated April 12, 1996, with respect to
     the consolidated financial statements and schedules of National
     Technical Systems, Inc. incorporated by reference in its Annual
     Report (Form 10-K) for the year ended January 31, 1996 and the
     related financial statement schedules included therein, filed
     with the Securities and Exchange Commission.


                                        /s/ Ernst & Young LLP




     Woodland Hills, California
     May 24, 1996































                               Page 12 of 12                <PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 23159}]
{"company-data": {"conformed-name": "NATIONAL TECHNICAL SYSTEMS INC /DE/", "cik": "0000110536", "assigned-sic": "8734", "irs-number": "954134955", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-04905", "film-number": "96575505"}, "business-address": {"street1": "24007 VENTURA BLVD", "city": "CALABASAS", "state": "CA", "zip": "91302", "phone": "8185910776"}, "mail-address": {"street1": "24007 VENTURA BLVD", "city": "CALABASAS", "state": "CA", "zip": "91302"}, "former-company": [{"former-conformed-name": "NATIONAL TECHNICAL SYSTEMS /DE/", "date-changed": "19880218"}, {"former-conformed-name": "NATIONAL TECHNICAL SERVICES INC", "date-changed": "19810712"}, {"former-conformed-name": "LINCOLN FUND INC", "date-changed": "19760315"}]}
As filed with the Securities and Exchange Commission
                              on May 31, 1996
                                        Registration No. 333-_________
     ______________________________________________________________

                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                          ________________________

                                  FORM S-8
          Registration Statement Under the Securities Act of 1933
                          ________________________

                      NATIONAL TECHNICAL SYSTEMS, INC.
           (Exact name of registrant as specified in its charter)

          Delaware                                 95-4134955
     (State or other jurisdiction of            (I.R.S. Employer
      incorporation or organization)           Identification No.)

     24007 Ventura Boulevard, Calabasas, California        91302
      (Address of Principal Executive Offices)           (Zip Code)

                           1994 Stock Option Plan
                          (Full title of the plan)

                                  JACK LIN
                   PRESIDENT AND CHIEF EXECUTIVE OFFICER
                      NATIONAL TECHNICAL SYSTEMS, INC.
                          24007 Ventura Boulevard
                        Calabasas, California  91302
                               (818) 591-0776
         (Name, address and telephone number of agent for service)
                   ______________________________________

                                  Copy to:

                          James J. Slaby, Esquire
                  Sheppard, Mullin, Richter & Hampton LLP
                     333 South Hope Street, 48th Floor
                       Los Angeles, California  90071
                 _________________________________________

                                Page 1 of 12
Calculation of Registration Fee
     _________________________________________________________________
                                 Proposed      Proposed
     Title of                    maximum       maximum       Amount of
     securities                  offering      aggregate     regis-
     to be         Amount to be  price per     offering      tration
     registered    registered    share         price         fee
_________________________________________________________________

     Common        700,000       $3.63         $2,541,000    $876.21
     Stock, $.01   Shares
par value
     _________________________________________________________________

     [FN]
The registration fee has been calculated pursuant to
          Section 6(b) of the Securities Act of 1933, as amended (the
          "Securities Act") as follows: one twenty-ninth (1/29th) of
          one percent of the Proposed Maximum Aggregate Offering Price
          of the shares registered hereby.
Pursuant to Rule 416, this registration statement also
          covers such additional securities as may become issuable
          pursuant to the anti-dilution provisions of the Plan.
Estimated solely for purposes of calculating the
          registration fee.
Pursuant to Rule 457(h), the aggregate offering price and
          registration fee have been calculated based upon the average
          of the high and low prices of Common Stock quoted on NASDAQ
          on May 29, 1996, a day within five business days prior to
          the filing of this registration statement.

                         Exhibit Index is on page 9

                                Page 2 of 12
Part I

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Item 1.   Plan Information
----------------
     Item 2.   Registrant Information
----------------------

     [FN]
Information required by Part I to be contained in the
          Section 10(a) prospectus is omitted from this registration
          statement in accordance with the Note to Part I of Form S-8.

                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.   Incorporation of Documents by Reference.
               ---------------------------------------
          The following documents filed by National Technical Systems,
     Inc. (the "Company" or the "Registrant"), with the Securities and
     Exchange Commission (the "Commission") are hereby incorporated by
     reference:

               (a)  The Company's Annual Report on Form 10-K for the
                    fiscal year ended January 31, 1996.

               (b)  All other reports filed pursuant to Section 13(a)
                    or 15(d) of the Securities Exchange Act of 1934,
                    as amended (the "Exchange Act") since the end of
                    the fiscal year covered by the Registrant document
                    referred to in (a) above.

               (c)  The Company's Registration Statement on Form S-8
                    (Registration No. 33-48211), which includes a
                    description of the Company's Common Stock, $.01
                    par value.

          All documents subsequently filed by the Company pursuant to
     Sections 13(a), 13(c), 14 and 15(d) of the  Exchange Act, prior
     to the filing of a post-effective amendment which indicates that
     all securities offered have been sold or which deregisters all
     securities then remaining unsold, shall be deemed to be incor-
     porated by reference in this registration statement and to be a
     part hereof from the date of filing of such documents.

     Item 4.   Description of Securities.
               -------------------------
          Not Applicable.

                                Page 3 of 12
Item 5.   Interests of Named Experts and Counsel.
               ----------------------------------------
          Not Applicable.

     Item 6.   Indemnification of Directors and Officers.
               -----------------------------------------
          Section 145 of the Delaware General Corporation Law (the
     "GCL") grants corporations the power to indemnify directors,
     officers, employees and agents in accordance with the provisions
     thereof.  Article VII of the Company's Restated By-laws provide
     that the Company shall indemnify any and all directors and
     officers to the fullest extent authorized by the GCL, as the same
     may be amended and supplemented.  The indemnification provided
     for in such Article is expressly not exclusive of any other
     rights to which those seeking indemnification may be entitled and
     shall inure to the benefit of the heirs, executors and
     administrators of such persons.

          Section 102(b)(7) of the GCL grants corporations the power
     to eliminate a director's personal liability for monetary damages
     to the Company or its stockholders for breach of fiduciary duty
     as a director, except in circumstances involving a breach of a
     director's duty of loyalty to the Company or its stockholders,
     acts or omissions not in good faith or which involve intentional
     misconduct or knowing violations of the law, self-dealing or the
     unlawful payment of dividends or repurchase of stock.  Article
     EIGHTH of the Company's Restated Certificate of Incorporation
     provides that such personal liability of a director of the
     Company shall be eliminated except in certain circumstances set
     forth in Section 102(b)(7) of the GCL.

     Item 7.   Exemption From Registration Claimed.
               -----------------------------------
          Not Applicable.

     Item 8.   Exhibits.
               --------
          The following exhibits are filed herewith:

               4.1  Restated Certificate of Incorporation of the
                    Company (Incorporated herein by reference to
                    Appendix B to the Company's Registration Statement
                    on Form S-4 (No. 33-14045), as filed with the
                    Commission on June 23, 1987).

               4.2  Certificate of Amendment of Restated Certificate
                    of Incorporation of the Company (Incorporated
                    herein by reference to Exhibit 3(a)1 to the
                    Company's Annual Report on Form 10-K for the
                    fiscal year ended January 31, 1995, as filed with
                    the Commission on May 1, 1995).

                                Page 4 of 12
4.3  Restated By-laws of the Company  (Incorporated
                    herein by reference to Appendix C to the Company's
                    Registration Statement on Form S-4 (No. 33-14045),
                    as filed with the Commission on June 23, 1987).

               4.4  National Technical Systems, Inc. 1994 Stock Option
                    Plan (Incorporated herein by reference to
                    Appendix B to the Company's Proxy Statement for
                    Annual Meeting of June 30, 1994).

               5.1  Opinion of Sheppard, Mullin, Richter & Hampton
                    LLP.

               23.1 Consent of Ernst & Young LLP.

               23.2 Consent of Sheppard, Mullin, Richter & Hampton LLP
                    (included in Exhibit 5.1).

               24.1 Power of Attorney (included in the Signature
                    Page).

     Item 9.   Undertakings.
               ------------
          (1)   The undersigned Company hereby undertakes:

               (a)   To file, during any period in which offers or
     sales are being made, a post-effective amendment to this
     registration statement to include any material information with
     respect to the plan of distribution not previously disclosed in
     the registration statement or any material change to such
     information in the registration statement.

               (b)   That, for the purpose of determining any
     liability under the Securities Act, each such post-effective
     amendment shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering of
     such securities at that time shall be deemed to be the initial
     bona fide offering thereof.

               (c)   To remove from registration by means of a post-
     effective amendment any of the securities being registered which
     remain unsold at the termination of the offering.

          (2)   The undersigned Company hereby undertakes that, for
     purposes of determining any liability under the Securities Act,
     each filing of the Company's annual report pursuant to Section
     13(a) or Section 15(d) of the Exchange Act (and, where
     applicable, each filing of an employee benefit plan's annual
     report pursuant to Section 15(d) of the Exchange Act) that is
     incorporated by reference in the registration statement shall be
     deemed to be a new registration statement relating to the
     securities offered therein, and the offering of such securities

                                Page 5 of 12
at that time shall be deemed to be the initial bona fide offering
     thereof.

          (3)   Insofar as indemnification for liabilities arising
     under the Securities Act, may be permitted to directors, officers
     and controlling persons of the Company pursuant to the foregoing
     provisions, or otherwise, the Company has been advised that in
     the opinion of the Commission such indemnification is against
     public policy as expressed in the Securities Act and is,
     therefore, unenforceable.   In the event that a claim for
     indemnification against such liabilities (other than the payment
     by the Company of expenses incurred or paid by a director,
     officer or controlling person of the Company in the successful
     defense of any action, suit or proceeding) is asserted by such
     director, officer or controlling person in connection with the
     securities being registered, the Company will, unless in the
     opinion of its counsel the matter has been settled by controlling
     precedent, submit to a court of appropriate jurisdiction the
     question whether such indemnification by it is against public
     policy as expressed in the Securities Act and will be governed by
     the final adjudication of such issue.

                                Page 6 of 12
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933,
     as amended, the Registrant certifies that it has reasonable
     grounds to believe that it meets all of the requirements for
     filing on Form S-8 and has duly caused this registration
     statement to be signed on its behalf by the undersigned,
     thereunto duly authorized, in the City of Calabasas, State of
     California, on May 31, 1996.

                                   NATIONAL TECHNICAL SYSTEMS, INC.

                                   By   /s/  Jack Lin                   
                                      ---------------------------------
                                      Jack Lin
                                      President and Chief Executive
                                      Officer

                             POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose
     signature appears below hereby constitutes and appoints Jack Lin
     and Aloysius Casey, and each of them, as his or her true and
     lawful attorney-in-fact and agent, with full power of
     substitution and resubstitution, for him or her and in his or her
     name, place and stead, in any and all capacities, to sign any or
     all amendments (including pre-effective amendments and post-
     effective amendments) to this registration statement, and to file
     the same with all exhibits thereto and other documents in
     connection therewith, with the Commission, granting unto said
     attorney-in-fact and agent full power and authority to do and
     perform each and every act and thing requisite and necessary to
     be done in and about the premises, as fully to all intents and
     purposes as he or she might or could do in person, hereby
     ratifying and confirming all that said attorney-in-fact and agent
     may lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933,
     as amended, this registration statement has been signed below by
     the following persons in the capacities and on the dates
     indicated.

     Signature              Title                           Date
     ---------              -----                           ----

     /s/ Jack Lin           President, Chief Executive   May 31, 1996
     ---------------------- Officer and Director
     Jack Lin               (Principal Executive Officer)

                                Page 7 of 12
/s/ Aloysius Casey     Chairman of the Board        May 31, 1996
     ---------------------
     Aloysius Casey

     /s/ Arthur Edelstein   Executive Vice President     May 31, 1996
     ---------------------  and Director
     Arthur Edelstein

     /s/ Richard Short      Senior Vice-President        May 31, 1996
     ---------------------  and Director
     Richard Short

     /s/ William Traw       Senior Vice President        May 31, 1996
     ---------------------  and Director
     William Traw

     /s/ Lloyd Blonder      Senior Vice President        May 31, 1996
     ---------------------  and Chief Financial Officer
     Lloyd Blonder          (Principal Financial and
                            Accounting Officer)

     /s/ Ralph F. Clements  Director                     May 31, 1996
     ---------------------
     Ralph F. Clements

     /s/ Harry Derbyshire   Director                     May 31, 1996
     ---------------------
     Harry Derbyshire

     /s/ Robert I. Lin      Director                     May 31, 1996
     ---------------------
     Robert I. Lin

     /s/ William McGinnis   Vice President               May 31, 1996
     ---------------------  and Director
     William McGinnis

                                Page 8 of 12
EXHIBIT INDEX

     Exhibit
     Number    Description                                             Page
     ----------------------------------------------------------------------
     4.1       Restated Certificate of Incorporation of the
               Company  (Incorporated herein by reference to
               Appendix B to the Company's Registration Statement
               on Form S-4 (No. 33-14045), as filed with the
               Commission on June 23, 1987).

     4.2       Certificate of Amendment of Restated Certificate
               of Incorporation of the Company (Incorporated
               herein by reference to Exhibit 3(a)1 to the
               Company's Annual Report on Form 10-K for the
               fiscal year ended January 31, 1995, as filed with
               the Commission on May 1, 1995).

     4.3       Restated By-laws of the Company  (Incorporated
               herein by reference to Appendix C to the Company's
               Registration Statement on Form S-4 (No. 33-14045),
               as filed with the Commission on June 23, 1987).

     4.4       National Technical Systems, Inc. 1994 Stock Option
               Plan (Incorporated herein by reference to
               Appendix B to the Company's Proxy Statement for
               Annual Meeting of June 30, 1994).

     5.1       Opinion of Sheppard, Mullin, Richter & Hampton 
               LLP.                                                     10

     23.1      Consent of Ernst & Young LLP.                            12

     23.2      Consent of Sheppard, Mullin, Richter & Hampton LLP
               (included in Exhibit 5.1).

     24.1      Power of Attorney (included in the Signature
               Page).

                                Page 9 of 12
EXHIBIT 5.1

                      SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
        A Limited Liability Partnership Including Professional Corporations
                                  Attorneys at Law
                      333 South Hope Street, Forty-Eighth Floor
                           Los Angeles, California  90071
                              Telephone (213) 620-1780
                                       _____
                              Facsimile (213) 620-1398
                                       _____

     Writer's Direct Line                                      Our File Number
     (213) 617-5411                                                  LFJ-51327
                                May 31, 1996

     National Technical Systems, Inc.
     24007 Ventura Boulevard
     Calabasas, California 91302

     Ladies and Gentlemen:

               We have acted as counsel to National Technical Systems,
     Inc., a Delaware corporation (the "Company").  This opinion is
     rendered, at your request, in connection with the filing by the
     Company of a Registration Statement on Form S-8 (the
     "Registration Statement") under the Securities Act of 1933, as
     amended, relating to the offer of up to 700,000 shares of Common
     Stock, par value $.01 per share, of the Company (the "Common
     Stock") to be issued pursuant to the Company's 1994 Stock Option
     Plan (the "Plan").

               In the preparation of this opinion, we have examined
     and are relying upon such matters of law and originals or copies
     of such documents as we have deemed necessary or advisable in
     order to render the opinion set forth below.  In rendering the
     opinion set forth below, we have assumed:

               a.   The genuineness of all signatures, the
     authenticity of all documents submitted to us as originals, the
     conformity to the originals of all documents submitted to us as
     copies, and the authenticity of all such originals.

               b.   The due authorization, execution and delivery of
     the Registration Statement and the documents and instruments
     referred to therein by and on behalf of all parties thereto.

               c.   The issuance of Common Stock in accordance with
     the terms of the Plan.

                               Page 10 of 12
National Technical Systems, Inc.
     May 31, 1996
     Page 2

               On the basis of the foregoing and subject to the
     qualifications and limitations set forth below, it is our opinion
     that the Common Stock covered by the Registration Statement, when
     issued and paid for in accordance with the Plan, will be legally
     issued, fully paid and non-assessable.

               This opinion speaks only as of the date hereof and is
     based solely upon the existing laws of the United States, and the
     general corporation laws of the State of California and the State
     of Delaware, and we express no opinion, and none should be
     inferred, as to any other laws.

               This opinion may not be relied upon by any other person
     or for any other purpose, nor may it be quoted from or referred
     to, or copies delivered to any other person, without our prior
     written consent.  We hereby consent to the inclusion of this
     opinion as an exhibit in the Registration Statement.

                         Respectfully submitted,

                         /s/ Sheppard, Mullin, Richter & Hampton LLP

                               Page 11 of 12
EXHIBIT 23.1

             Consent of Ernst & Young LLP, Independent Auditors

     We consent to the incorporation by reference in the Registration
     Statement (Form S-8 No. 333-XXXXX) of National Technical Systems,
     Inc. and the related Prospectus pertaining to the 1994 Stock
     Option Plan of our report dated April 12, 1996, with respect to
     the consolidated financial statements and schedules of National
     Technical Systems, Inc. incorporated by reference in its Annual
     Report (Form 10-K) for the year ended January 31, 1996 and the
     related financial statement schedules included therein, filed
     with the Securities and Exchange Commission.

                                        /s/ Ernst & Young LLP

     Woodland Hills, California
     May 24, 1996

                               Page 12 of 12