AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 24, 2003

                                              Registration No. 333-___________

                                  UNITED STATES
                       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)

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

                       24007 Ventura Boulevard, Suite 200
                           Calabasas, California  91302
                --------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

             NATIONAL TECHNICAL SYSTEMS, INC. 2002 STOCK OPTION PLAN
             -------------------------------------------------------
                            (Full title of the plan)

                                  Lloyd Blonder
                Senior Vice President and Chief Financial Officer
                        National Technical Systems, Inc.
                       24007 Ventura Boulevard, Suite 200
                           Calabasas, California 91302
                -------------------------------------------------
                     (Name and address of agent for service)

                                 (818) 591-0776
           -----------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                            Charles S. Kaufman, Esq.
                     Sheppard, Mullin, Richter & Hampton LLP
                        333 South Hope Street, 48th Floor
                          Los Angeles, California 90071
                                 (213) 620-1780

<table>
                                         CALCULATION OF REGISTRATION FEE
<caption>
-----------------------------------------------------------------------------------------------------------------
Title of each class of                      Proposed maximum       Proposed maximum
   securities to be       Amount to be     offering price per      aggregate offering            Amount of
    registered (1)       registered (1)         share (2)                price              registration fee
-----------------------------------------------------------------------------------------------------------------
<S>                     <C>                     <C>                  <C>                          <C>
Common Stock            1,000,000 shares        $4.485               $4,485,000                   $362.84
-----------------------------------------------------------------------------------------------------------------
</table>
(1) In addition,  this  Registration  Statement  also covers such  indeterminate
    number of shares of Common  Stock as may be issued  pursuant to the employee
    benefit  plan  described  herein  as a result of the  adjustment  provisions
    thereof.

(2) Pursuant to Rule 457(h),  the maximum  offering price,  per share and in the
    aggregate,  and the  registration fee were calculated based upon the average
    of  the  high and low  prices  of the  Common  Stock  on June 23,  2003,  as
    reported on the Nasdaq Stock Market.



<PAGE>

                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

      The document(s) containing the information specified in Part I of Form S-8
will be sent or given to  participants in the 2002 Stock Option Plan of National
Technical Systems, Inc., a California corporation (the "Company"),  as specified
in Rule 428(b)(1)  promulgated by the  Securities and Exchange  Commission  (the
"Commission")   pursuant  to  the  Securities  Act  of  1933,  as  amended  (the
"Securities Act"). Such document(s) need not be filed with the Commission either
as  part  of  this  Registration  Statement  or as  prospectuses  or  prospectus
supplements  pursuant to Securities Act Rule 424 in accordance  with the Note to
Part I of Form S-8. These documents and the documents  incorporated by reference
into this Registration  Statement  pursuant to Item 3 of Part II Form S-8, taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.



































                                      -1-
<PAGE>


                                     PART II

                    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      National  Technical  Systems,  Inc.  (the  "Company")  hereby  files  this
Registration  Statement on Form S-8 with the Securities and Exchange  Commission
(the  "Commission") to register 1,000,000 shares (the "Shares") of the Company's
Common Stock for issuance  pursuant to the Company's 2002 Stock Option Plan (the
"Plan),  and such  indeterminate  number of shares as may become available under
the Plan as a result of the adjustment provisions thereof.

Item 3.  Incorporation Of Documents by Reference.

      The  following  documents   previously  filed  by  the  Company  with  the
Commission are incorporated herein by reference:

            (a)  The Company's  Annual  Report on Form 10-K for its fiscal  year
      ended January 31, 2003.

            (b)  The description of the Company's  Common Stock contained in the
      Company's  Registration  Statement on Form 8-A/A, File No.  000-16438,  as
      filed on June 19, 2003,  including  any  amendment or report filed for the
      purpose of updating such description.

      All  documents  subsequently  filed by the  Company  pursuant  to Sections
13(a),  13(c),  14 or 15(d) of the  Securities  Exchange Act of 1934, as amended
(the "Exchange Act"),  prior to the filing of a  post-effective  amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.  Any information which is furnished in any document
incorporated or deemed to be  incorporated by reference  herein and which is not
deemed "filed" under the Securities Act or the Exchange Act is not  incorporated
by reference herein.

      Any statement contained herein or in a document, all or a portion of which
is  incorporated  or deemed to be  incorporated  by reference  herein,  shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded shall not be deemed,  except as so modified or amended, to constitute
a part of this Registration Statement.

Item 4. Description of Securities.

      Not applicable.

                                      II-1
<PAGE>

Item 5. Interests of Named Experts and Counsel.

      Not applicable.

Item 6. Indemnification of Directors and Officers.

      Section  317 of the  California  General  Corporations  Law  (the  "CGCL")
authorizes  a court to award,  or a  corporation's  board of directors to grant,
indemnity to directors and officers who are parties or are threatened to be made
parties to any proceeding  (with certain  exceptions) by reason of the fact that
the person is or was an agent of the corporation,  against expenses,  judgments,
fines,  settlements  and other  amounts  actually  and  reasonably  incurred  in
connection  with the  proceeding  if that  person  acted in good  faith and in a
manner  the  person  reasonably  believed  to be in the  best  interests  of the
corporation,  and in the case of a criminal proceeding,  had no reasonable cause
to believe the conduct of the person was unlawful.

      Section  204  of  the  CGCL  provides  that a  corporation's  articles  of
incorporation may not limit the liability of directors (i) for acts or omissions
that involve intentional  misconduct or a knowing and culpable violation of law,
(ii) for acts or omissions  that a director  believes to be contrary to the best
interests of the corporation or its  shareholders or that involve the absence of
good faith on the part of the director,  (iii) for any transaction  from which a
director derived an improper personal  benefit,  (iv) for acts or omissions that
show a reckless  disregard for the  director's  duty to the  corporation  or its
shareholders  in  circumstances  in which the director was aware, or should have
been aware, in the ordinary course of performing a director's  duties, of a risk
of a serious  injury to the  corporation  or its  shareholders,  (v) for acts or
omissions that constitute an unexcused pattern of inattention that amounts to an
abdication of the director's duty to the corporation or its  shareholders,  (vi)
under Section 310 of the CGCL (concerning  transactions between corporations and
directors or corporations having interrelated  directors) or (vii) under Section
316 of the CGCL (concerning  directors' liability for distributions,  loans, and
guarantees).

      Section   204  further   provides   that  a   corporation's   articles  of
incorporation  may not limit the  liability of directors for any act or omission
occurring  prior to the date when the provision  became  effective or any act or
omission as an officer,  notwithstanding  that the officer is also a director or
that his or her actions,  if negligent  or improper,  have been  ratified by the
directors. Further, Section 317 has no effect on claims arising under federal or
state  securities  laws and does not affect the  availability of injunctions and
other  equitable  remedies  available to a  corporation's  shareholders  for any
violation of a director's fiduciary duty to the corporation or its shareholders.

      In accordance  with Section 317, the Company's  Articles of  Incorporation
(the  "Articles")  eliminate  the  liability of a director to the Company or its
shareholders  for  monetary  damages to the  fullest  extent  permissible  under
California  law.  The  Articles   further   authorize  the  Company  to  provide
indemnification to its agents (including officers and directors), to the fullest
extent permissible under California law.

      Pursuant to the  authority  provided  in the  Articles  and the  Company's
Bylaws, the Company has entered into indemnification agreements with each of its
executive  officers and directors,  indemnifying  them against certain potential


                                      II-2
<PAGE>

liabilities  that may arise as a result of their  service  to the  Company,  and
providing for certain other protection.

      The Company  maintains an insurance policy pursuant to which the directors
and  officers of the Company are  insured,  within the limits and subject to the
limitations  of the policy,  against  certain  expenses in  connection  with the
defense  of  certain  claims,   actions,  suits  or  proceedings,   and  certain
liabilities which might be imposed as a result of such claims, actions, suits or
proceedings,  which may be  brought  against  them by  reason of their  being or
having been such directors or officers.

      The foregoing  descriptions of the California  statutes,  the Articles and
the Bylaws and  agreements of the Company are not intended to be exhaustive  and
are qualified in their entirety by reference to the complete text of each.

Item 7. Exemption from Registration Claimed.

      Not applicable.

Item 8. Exhibits.

Exhibit
 Number                            Description of Exhibit
-------                            ----------------------

 3.1      Articles of  Incorporation  of the Company  (incorporated by reference
          from the Company's Annual Report on Form 10-K, File No. 000-16438, for
          the year ended January 31, 2003, as filed on April 28, 2003)

 3.3      Bylaws of the Company  (incorporated  by reference  from the Company's
          Annual  Report on Form 10-K,  File No.  000-16438,  for the year ended
          January 31, 2003, as filed on April 28, 2003)

 4.1      National Technical Systems, Inc. 2002 Stock Option Plan.*

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

 23.1     Consent of Sheppard, Mullin, Richter & Hampton LLP (see Exhibit 5.1)*

 23.2     Consent of Independent Auditors, Ernst & Young LLP*

 24.1     Power of Attorney (see Page II-6)*



----------------------
*  Filed Herewith






                                      II-3
<PAGE>


Item 9.  Undertakings.

      (a)   The undersigned registrant hereby undertakes:

            (1)   To file,  during any period in which offers or sales are being
            made, a post-effective amendment to this Registration Statement:

                  (i)   To include any prospectus  required by Section  10(a)(3)
                  of the Securities Act;

                  (ii)  To reflect in the prospectus any facts or events arising
                  after the effective  date of this  registration  statement (or
                  the  most  recent  post-effective  amendment  thereof)  which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  registration
                  statement.  Notwithstanding  the  foregoing,  any  increase or
                  decrease in volume of securities  offered (if the total dollar
                  value of  securities  offered  would not exceed that which was
                  registered)  and any deviation from the low or high end of the
                  estimated  maximum offering range may be reflected in the form
                  of  prospectus  filed  with the  Commission  pursuant  to Rule
                  424(b) if, in the  aggregate,  the changes in volume and price
                  represent  no more than a 20  percent  change  in the  maximum
                  aggregate  offering  price  set forth in the  "Calculation  of
                  Registration   Fee"  table  in  the   effective   registration
                  statement;

                  (iii) To include any material  information with respect to the
                  plan  of  distribution   not  previously   disclosed  in  this
                  Registration   Statement  or  any  material   change  to  such
                  information in this Registration Statement;

                  Provided,  however,  That paragraphs 1(i) and (1)(ii) above do
                  not  apply if this  registration  statement  is on Form S-3 or
                  Form S-8,  and the  information  required  to be included in a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed with or furnished to the Commission by
                  the registrant  pursuant to section 13 or section 15(d) of the
                  Securities  Exchange  Act of 1934  that  are  incorporated  by
                  reference in this registration statement.

            (2)   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.

            (3)   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.

      (b)   The undersigned  registrant  hereby undertakes that, for purposes of
      determining any liability under the Securities Act of 1933, each filing of
      the registrant's  annual report pursuant to section 13(a) or section 15(d)
      of the Securities Exchange Act of 1934 (and, where applicable, each filing

                                      II-4
<PAGE>


      of an employee  benefit plan's annual report  pursuant to section 15(d) of
      the Securities  Exchange Act of 1934) that is incorporated by reference in
      this  registration  statement  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)   Insofar  as  indemnification   for  liabilities  arising  under  the
      Securities  Act of  1933  may be  permitted  to  directors,  officers  and
      controlling   persons  of  the   registrant   pursuant  to  the  foregoing
      provisions,  or  otherwise,  the  registrant  has been advised that in the
      opinion of the Securities and Exchange Commission such  indemnification is
      against  public  policy  as  expressed  in  the  Act  and  is,  therefore,
      unenforceable.  In the event that a claim for indemnification against such
      liabilities (other than the payment by the registrant of expenses incurred
      or paid by a director,  officer or controlling person of the registrant 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 registrant 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 Act and
      will be governed by the final adjudication of such issue.




                                      II-5
<PAGE>


                                   SIGNATURES

      Pursuant  to  the  requirements  of the  Securities  Act,  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 June 24, 2003.

                                    NATIONAL TECHNICAL SYSTEMS, INC.


                                    By:   /s/ Jack Lin
                                         ____________________________________
                                          Jack Lin
                                          Principal Executive Officer
                                          and Chairman of the Board


                                POWER OF ATTORNEY
                       FILING OF REGISTRATION STATEMENT ON FORM S-8

      KNOW ALL BY THESE  PRESENTS,  that each of the  undersigned  directors  of
NATIONAL  TECHNICAL  SYSTEMS,  INC., a California  corporation  (the "Company"),
hereby  nominate and appoint Lloyd Blonder and Raffy  Lorentzian,   and  each of
them acting or signing singly, as his or her agents and  attorneys-in-fact  (the
"Agents"),  in his or her  respective  name and in the  capacity  or  capacities
indicated  below to execute and/or file,  with all exhibits  thereto,  and other
documents in  connection  therewith,  (1) a  registration  statement on Form S-8
under the Securities Act of 1933, as amended,  (the "Act"),  in connection  with
the registration  under the Act of shares of the Company's common stock issuable
under the National Technical Systems, Inc. 2002 Stock Option Plan (including the
schedules and all exhibits and other documents filed therewith or constituting a
part thereof);  and (2) any one or more  amendments to any part of the foregoing
registration statement,  including any post-effective  amendments, or appendices
or  supplements  that may be  required  to be filed  under  the Act to keep such
registration statement effective or to terminate its effectiveness.

      Further,  the  undersigned do hereby  authorize and direct such agents and
attorneys-in-fact  to take any and all  actions and execute and file any and all
documents  with the  Securities and Exchange  Commission  (the "SEC"),  or state
regulatory agencies,  necessary, proper or convenient in their opinion to comply
with the Act and the  rules  and  regulations  or  orders  of the SEC,  or state
regulatory agencies, adopted or issued pursuant thereto, including the making of
any  requests  for  acceleration  of the  effective  date of  said  registration
statement,  to the end that the  registration  statement  of the  Company  shall
become effective under the Act and any other applicable law.

      Finally,  each of the undersigned does hereby ratify,  confirm and approve
each  and  every  act  and  document  which  the  said  appointment  agents  and
attorneys-in-fact may take, execute or file pursuant thereto with the same force
and  effect as though  such  action had been  taken or such  documents  had been
executed or filed by the undersigned respectively.

                                       II-6
<PAGE>

      This Power of Attorney shall remain in full force and effect until revoked
or superseded by written notice filed with the SEC.

      Pursuant to the  requirements  of the  Securities  Act, this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the dates indicated.

<table>
<caption>
        Signature                        Title                               Date
        ---------                        -----                               ----
<S>                               <C>                                   <C>
/s/ Jack Lin
_______________________________   Principal Executive Officer and       June 24, 2003
Jack Lin                          Chairman of the Board

/s/ Aaron Cohen
_______________________________   Senior Vice President and             June 24, 2003
Aaron Cohen                       Vice Chairman of the Board

/s/ William McGinnis
_______________________________   President, Chief Operating            June 24, 2003
William McGinnis                  Officer and Director

/s/ Marvin Hoffman
_______________________________   Senior Vice President, Chief          June 24, 2003
Marvin Hoffman                    Information Officer and Vice
                                  Chairman of the Board

/s/ Lloyd Blonder
_______________________________   Senior Vice President and             June 24, 2003
Lloyd Blonder                     Treasurer (Principal Financial
                                  Officer)

/s/ Raffy Lorentzian
_______________________________   Vice President and Chief              June 24, 2003
Raffy Lorentzian                  Accounting Officer

/s/ Richard D. Short
_______________________________   Senior Vice President and             June 24, 2003
Richard D. Short                  Director

/s/ Sheldon M. Fechtor
_______________________________   Director                              June 24, 2003
Sheldon M. Fechtor

/s/ Norman S. Wolfe
_______________________________   Director                              June 24, 2003
Norman S. Wolfe

/s/ Robert I Lin
_______________________________   Director                              June 24, 2003
Robert I Lin

/s/ William L. Traw
_______________________________   Senior Vice President and             June 24, 2003
William L. Traw                   Director
</table>
                                      II-7
<PAGE>

<table>

<S>                               <C>                                   <C>
/s/ Ralph F. Clements
_______________________________   Director                              June 24, 2003
Ralph F. Clements

/s/ Donald J. Tringali
_______________________________   Director                              June 24, 2003
Donald J. Tringali

/s/ George F. Kabouchy
_______________________________   Director                              June 24, 2003
George F. Kabouchy
</table>

































                                      II-8
<PAGE>

                                  EXHIBIT INDEX

Exhibit
 Number                             Description of Exhibit
-------                             ----------------------

 3.1      Articles of  Incorporation  of the Company  (incorporated by reference
          from the Company's Annual Report on Form 10-K, File No. 000-16438, for
          the year ended January 31, 2003, as filed on April 28, 2003)

 3.3      Bylaws of the Company  (incorporated  by reference  from the Company's
          Annual  Report on Form 10-K,  File No.  000-16438,  for the year ended
          January 31, 2003, as filed on April 28, 2003)

 4.1      National Technical Systems, Inc. 2002 Stock Option Plan.*

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

 23.1     Consent of Sheppard, Mullin, Richter & Hampton LLP (see Exhibit 5.1)*

 23.2     Consent of Independent Auditors, Ernst & Young LLP*

 24.1     Power of Attorney (see Page II-6)*

----------------------
*  Filed Herewith



                                      II-9
[{"type": "S-8", "sequence": "1", "filename": "nts02stockplans8.txt", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 25919}]
{"company-data": {"conformed-name": "NATIONAL TECHNICAL SYSTEMS INC /CA/", "cik": "0000110536", "assigned-sic": "8734", "irs-number": "954134955", "state-of-incorporation": "CA", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-106426", "film-number": "03755474"}, "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 JUNE 24, 2003

                                              Registration No. 333-___________

                                  UNITED STATES
                       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)

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

                       24007 Ventura Boulevard, Suite 200
                           Calabasas, California  91302
                --------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

             NATIONAL TECHNICAL SYSTEMS, INC. 2002 STOCK OPTION PLAN
             -------------------------------------------------------
                            (Full title of the plan)

                                  Lloyd Blonder
                Senior Vice President and Chief Financial Officer
                        National Technical Systems, Inc.
                       24007 Ventura Boulevard, Suite 200
                           Calabasas, California 91302
                -------------------------------------------------
                     (Name and address of agent for service)

                                 (818) 591-0776
           -----------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                            Charles S. Kaufman, Esq.
                     Sheppard, Mullin, Richter & Hampton LLP
                        333 South Hope Street, 48th Floor
                          Los Angeles, California 90071
                                 (213) 620-1780

                                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------
Title of each class of                      Proposed maximum       Proposed maximum
   securities to be       Amount to be     offering price per      aggregate offering            Amount of
    registered (1)       registered (1)         share (2)                price              registration fee
-----------------------------------------------------------------------------------------------------------------
Common Stock            1,000,000 shares        $4.485               $4,485,000                   $362.84
-----------------------------------------------------------------------------------------------------------------
(1) In addition,  this  Registration  Statement  also covers such  indeterminate
    number of shares of Common  Stock as may be issued  pursuant to the employee
    benefit  plan  described  herein  as a result of the  adjustment  provisions
    thereof.

(2) Pursuant to Rule 457(h),  the maximum  offering price,  per share and in the
    aggregate,  and the  registration fee were calculated based upon the average
    of  the  high and low  prices  of the  Common  Stock  on June 23,  2003,  as
    reported on the Nasdaq Stock Market.
PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

      The document(s) containing the information specified in Part I of Form S-8
will be sent or given to  participants in the 2002 Stock Option Plan of National
Technical Systems, Inc., a California corporation (the "Company"),  as specified
in Rule 428(b)(1)  promulgated by the  Securities and Exchange  Commission  (the
"Commission")   pursuant  to  the  Securities  Act  of  1933,  as  amended  (the
"Securities Act"). Such document(s) need not be filed with the Commission either
as  part  of  this  Registration  Statement  or as  prospectuses  or  prospectus
supplements  pursuant to Securities Act Rule 424 in accordance  with the Note to
Part I of Form S-8. These documents and the documents  incorporated by reference
into this Registration  Statement  pursuant to Item 3 of Part II Form S-8, taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.

                                      -1-
PART II

                    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      National  Technical  Systems,  Inc.  (the  "Company")  hereby  files  this
Registration  Statement on Form S-8 with the Securities and Exchange  Commission
(the  "Commission") to register 1,000,000 shares (the "Shares") of the Company's
Common Stock for issuance  pursuant to the Company's 2002 Stock Option Plan (the
"Plan),  and such  indeterminate  number of shares as may become available under
the Plan as a result of the adjustment provisions thereof.

Item 3.  Incorporation Of Documents by Reference.

      The  following  documents   previously  filed  by  the  Company  with  the
Commission are incorporated herein by reference:

            (a)  The Company's  Annual  Report on Form 10-K for its fiscal  year
      ended January 31, 2003.

            (b)  The description of the Company's  Common Stock contained in the
      Company's  Registration  Statement on Form 8-A/A, File No.  000-16438,  as
      filed on June 19, 2003,  including  any  amendment or report filed for the
      purpose of updating such description.

      All  documents  subsequently  filed by the  Company  pursuant  to Sections
13(a),  13(c),  14 or 15(d) of the  Securities  Exchange Act of 1934, as amended
(the "Exchange Act"),  prior to the filing of a  post-effective  amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.  Any information which is furnished in any document
incorporated or deemed to be  incorporated by reference  herein and which is not
deemed "filed" under the Securities Act or the Exchange Act is not  incorporated
by reference herein.

      Any statement contained herein or in a document, all or a portion of which
is  incorporated  or deemed to be  incorporated  by reference  herein,  shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded shall not be deemed,  except as so modified or amended, to constitute
a part of this Registration Statement.

Item 4. Description of Securities.

      Not applicable.

                                      II-1
Item 5. Interests of Named Experts and Counsel.

      Not applicable.

Item 6. Indemnification of Directors and Officers.

      Section  317 of the  California  General  Corporations  Law  (the  "CGCL")
authorizes  a court to award,  or a  corporation's  board of directors to grant,
indemnity to directors and officers who are parties or are threatened to be made
parties to any proceeding  (with certain  exceptions) by reason of the fact that
the person is or was an agent of the corporation,  against expenses,  judgments,
fines,  settlements  and other  amounts  actually  and  reasonably  incurred  in
connection  with the  proceeding  if that  person  acted in good  faith and in a
manner  the  person  reasonably  believed  to be in the  best  interests  of the
corporation,  and in the case of a criminal proceeding,  had no reasonable cause
to believe the conduct of the person was unlawful.

      Section  204  of  the  CGCL  provides  that a  corporation's  articles  of
incorporation may not limit the liability of directors (i) for acts or omissions
that involve intentional  misconduct or a knowing and culpable violation of law,
(ii) for acts or omissions  that a director  believes to be contrary to the best
interests of the corporation or its  shareholders or that involve the absence of
good faith on the part of the director,  (iii) for any transaction  from which a
director derived an improper personal  benefit,  (iv) for acts or omissions that
show a reckless  disregard for the  director's  duty to the  corporation  or its
shareholders  in  circumstances  in which the director was aware, or should have
been aware, in the ordinary course of performing a director's  duties, of a risk
of a serious  injury to the  corporation  or its  shareholders,  (v) for acts or
omissions that constitute an unexcused pattern of inattention that amounts to an
abdication of the director's duty to the corporation or its  shareholders,  (vi)
under Section 310 of the CGCL (concerning  transactions between corporations and
directors or corporations having interrelated  directors) or (vii) under Section
316 of the CGCL (concerning  directors' liability for distributions,  loans, and
guarantees).

      Section   204  further   provides   that  a   corporation's   articles  of
incorporation  may not limit the  liability of directors for any act or omission
occurring  prior to the date when the provision  became  effective or any act or
omission as an officer,  notwithstanding  that the officer is also a director or
that his or her actions,  if negligent  or improper,  have been  ratified by the
directors. Further, Section 317 has no effect on claims arising under federal or
state  securities  laws and does not affect the  availability of injunctions and
other  equitable  remedies  available to a  corporation's  shareholders  for any
violation of a director's fiduciary duty to the corporation or its shareholders.

      In accordance  with Section 317, the Company's  Articles of  Incorporation
(the  "Articles")  eliminate  the  liability of a director to the Company or its
shareholders  for  monetary  damages to the  fullest  extent  permissible  under
California  law.  The  Articles   further   authorize  the  Company  to  provide
indemnification to its agents (including officers and directors), to the fullest
extent permissible under California law.

      Pursuant to the  authority  provided  in the  Articles  and the  Company's
Bylaws, the Company has entered into indemnification agreements with each of its
executive  officers and directors,  indemnifying  them against certain potential

                                      II-2
liabilities  that may arise as a result of their  service  to the  Company,  and
providing for certain other protection.

      The Company  maintains an insurance policy pursuant to which the directors
and  officers of the Company are  insured,  within the limits and subject to the
limitations  of the policy,  against  certain  expenses in  connection  with the
defense  of  certain  claims,   actions,  suits  or  proceedings,   and  certain
liabilities which might be imposed as a result of such claims, actions, suits or
proceedings,  which may be  brought  against  them by  reason of their  being or
having been such directors or officers.

      The foregoing  descriptions of the California  statutes,  the Articles and
the Bylaws and  agreements of the Company are not intended to be exhaustive  and
are qualified in their entirety by reference to the complete text of each.

Item 7. Exemption from Registration Claimed.

      Not applicable.

Item 8. Exhibits.

Exhibit
 Number                            Description of Exhibit
-------                            ----------------------

 3.1      Articles of  Incorporation  of the Company  (incorporated by reference
          from the Company's Annual Report on Form 10-K, File No. 000-16438, for
          the year ended January 31, 2003, as filed on April 28, 2003)

 3.3      Bylaws of the Company  (incorporated  by reference  from the Company's
          Annual  Report on Form 10-K,  File No.  000-16438,  for the year ended
          January 31, 2003, as filed on April 28, 2003)

 4.1      National Technical Systems, Inc. 2002 Stock Option Plan.*

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

 23.1     Consent of Sheppard, Mullin, Richter & Hampton LLP (see Exhibit 5.1)*

 23.2     Consent of Independent Auditors, Ernst & Young LLP*

 24.1     Power of Attorney (see Page II-6)*

----------------------
*  Filed Herewith

                                      II-3
Item 9.  Undertakings.

      (a)   The undersigned registrant hereby undertakes:

            (1)   To file,  during any period in which offers or sales are being
            made, a post-effective amendment to this Registration Statement:

                  (i)   To include any prospectus  required by Section  10(a)(3)
                  of the Securities Act;

                  (ii)  To reflect in the prospectus any facts or events arising
                  after the effective  date of this  registration  statement (or
                  the  most  recent  post-effective  amendment  thereof)  which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  registration
                  statement.  Notwithstanding  the  foregoing,  any  increase or
                  decrease in volume of securities  offered (if the total dollar
                  value of  securities  offered  would not exceed that which was
                  registered)  and any deviation from the low or high end of the
                  estimated  maximum offering range may be reflected in the form
                  of  prospectus  filed  with the  Commission  pursuant  to Rule
                  424(b) if, in the  aggregate,  the changes in volume and price
                  represent  no more than a 20  percent  change  in the  maximum
                  aggregate  offering  price  set forth in the  "Calculation  of
                  Registration   Fee"  table  in  the   effective   registration
                  statement;

                  (iii) To include any material  information with respect to the
                  plan  of  distribution   not  previously   disclosed  in  this
                  Registration   Statement  or  any  material   change  to  such
                  information in this Registration Statement;

                  Provided,  however,  That paragraphs 1(i) and (1)(ii) above do
                  not  apply if this  registration  statement  is on Form S-3 or
                  Form S-8,  and the  information  required  to be included in a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed with or furnished to the Commission by
                  the registrant  pursuant to section 13 or section 15(d) of the
                  Securities  Exchange  Act of 1934  that  are  incorporated  by
                  reference in this registration statement.

            (2)   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.

            (3)   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.

      (b)   The undersigned  registrant  hereby undertakes that, for purposes of
      determining any liability under the Securities Act of 1933, each filing of
      the registrant's  annual report pursuant to section 13(a) or section 15(d)
      of the Securities Exchange Act of 1934 (and, where applicable, each filing

                                      II-4
of an employee  benefit plan's annual report  pursuant to section 15(d) of
      the Securities  Exchange Act of 1934) that is incorporated by reference in
      this  registration  statement  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)   Insofar  as  indemnification   for  liabilities  arising  under  the
      Securities  Act of  1933  may be  permitted  to  directors,  officers  and
      controlling   persons  of  the   registrant   pursuant  to  the  foregoing
      provisions,  or  otherwise,  the  registrant  has been advised that in the
      opinion of the Securities and Exchange Commission such  indemnification is
      against  public  policy  as  expressed  in  the  Act  and  is,  therefore,
      unenforceable.  In the event that a claim for indemnification against such
      liabilities (other than the payment by the registrant of expenses incurred
      or paid by a director,  officer or controlling person of the registrant 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 registrant 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 Act and
      will be governed by the final adjudication of such issue.

                                      II-5
SIGNATURES

      Pursuant  to  the  requirements  of the  Securities  Act,  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 June 24, 2003.

                                    NATIONAL TECHNICAL SYSTEMS, INC.

                                    By:   /s/ Jack Lin
                                         ____________________________________
                                          Jack Lin
                                          Principal Executive Officer
                                          and Chairman of the Board

                                POWER OF ATTORNEY
                       FILING OF REGISTRATION STATEMENT ON FORM S-8

      KNOW ALL BY THESE  PRESENTS,  that each of the  undersigned  directors  of
NATIONAL  TECHNICAL  SYSTEMS,  INC., a California  corporation  (the "Company"),
hereby  nominate and appoint Lloyd Blonder and Raffy  Lorentzian,   and  each of
them acting or signing singly, as his or her agents and  attorneys-in-fact  (the
"Agents"),  in his or her  respective  name and in the  capacity  or  capacities
indicated  below to execute and/or file,  with all exhibits  thereto,  and other
documents in  connection  therewith,  (1) a  registration  statement on Form S-8
under the Securities Act of 1933, as amended,  (the "Act"),  in connection  with
the registration  under the Act of shares of the Company's common stock issuable
under the National Technical Systems, Inc. 2002 Stock Option Plan (including the
schedules and all exhibits and other documents filed therewith or constituting a
part thereof);  and (2) any one or more  amendments to any part of the foregoing
registration statement,  including any post-effective  amendments, or appendices
or  supplements  that may be  required  to be filed  under  the Act to keep such
registration statement effective or to terminate its effectiveness.

      Further,  the  undersigned do hereby  authorize and direct such agents and
attorneys-in-fact  to take any and all  actions and execute and file any and all
documents  with the  Securities and Exchange  Commission  (the "SEC"),  or state
regulatory agencies,  necessary, proper or convenient in their opinion to comply
with the Act and the  rules  and  regulations  or  orders  of the SEC,  or state
regulatory agencies, adopted or issued pursuant thereto, including the making of
any  requests  for  acceleration  of the  effective  date of  said  registration
statement,  to the end that the  registration  statement  of the  Company  shall
become effective under the Act and any other applicable law.

      Finally,  each of the undersigned does hereby ratify,  confirm and approve
each  and  every  act  and  document  which  the  said  appointment  agents  and
attorneys-in-fact may take, execute or file pursuant thereto with the same force
and  effect as though  such  action had been  taken or such  documents  had been
executed or filed by the undersigned respectively.

                                       II-6
This Power of Attorney shall remain in full force and effect until revoked
or superseded by written notice filed with the SEC.

      Pursuant to the  requirements  of the  Securities  Act, 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
_______________________________   Principal Executive Officer and       June 24, 2003
Jack Lin                          Chairman of the Board

/s/ Aaron Cohen
_______________________________   Senior Vice President and             June 24, 2003
Aaron Cohen                       Vice Chairman of the Board

/s/ William McGinnis
_______________________________   President, Chief Operating            June 24, 2003
William McGinnis                  Officer and Director

/s/ Marvin Hoffman
_______________________________   Senior Vice President, Chief          June 24, 2003
Marvin Hoffman                    Information Officer and Vice
                                  Chairman of the Board

/s/ Lloyd Blonder
_______________________________   Senior Vice President and             June 24, 2003
Lloyd Blonder                     Treasurer (Principal Financial
                                  Officer)

/s/ Raffy Lorentzian
_______________________________   Vice President and Chief              June 24, 2003
Raffy Lorentzian                  Accounting Officer

/s/ Richard D. Short
_______________________________   Senior Vice President and             June 24, 2003
Richard D. Short                  Director

/s/ Sheldon M. Fechtor
_______________________________   Director                              June 24, 2003
Sheldon M. Fechtor

/s/ Norman S. Wolfe
_______________________________   Director                              June 24, 2003
Norman S. Wolfe

/s/ Robert I Lin
_______________________________   Director                              June 24, 2003
Robert I Lin

/s/ William L. Traw
_______________________________   Senior Vice President and             June 24, 2003
William L. Traw                   Director
II-7
/s/ Ralph F. Clements
_______________________________   Director                              June 24, 2003
Ralph F. Clements

/s/ Donald J. Tringali
_______________________________   Director                              June 24, 2003
Donald J. Tringali

/s/ George F. Kabouchy
_______________________________   Director                              June 24, 2003
George F. Kabouchy
II-8
EXHIBIT INDEX

Exhibit
 Number                             Description of Exhibit
-------                             ----------------------

 3.1      Articles of  Incorporation  of the Company  (incorporated by reference
          from the Company's Annual Report on Form 10-K, File No. 000-16438, for
          the year ended January 31, 2003, as filed on April 28, 2003)

 3.3      Bylaws of the Company  (incorporated  by reference  from the Company's
          Annual  Report on Form 10-K,  File No.  000-16438,  for the year ended
          January 31, 2003, as filed on April 28, 2003)

 4.1      National Technical Systems, Inc. 2002 Stock Option Plan.*

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

 23.1     Consent of Sheppard, Mullin, Richter & Hampton LLP (see Exhibit 5.1)*

 23.2     Consent of Independent Auditors, Ernst & Young LLP*

 24.1     Power of Attorney (see Page II-6)*

----------------------
*  Filed Herewith

                                      II-9