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. 1994 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 (3)
-----------------------------------------------------------------------------------------------------------------
<S>                     <C>                     <C>                  <C>                          <C>
Common Stock            500,000 shares          $4.485               $2,242,500                   $181.42
-----------------------------------------------------------------------------------------------------------------
</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.

(3) Calculated pursuant to General Instruction E of Form S-8.

<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 1994 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

      In accordance with General  Instruction E of Form S-8, National  Technical
Systems, Inc. (the "Company") is filing this registration  statement on form S-8
with the Securities and Exchange  Commission  (the  "Commission")  to register a
total of 500,000 additional shares of the Company's Common Stock available under
the National  Technical Systems,  Inc. 1994 Stock Option Plan (the "Plan").  The
Company currently has an effective  registration  statement on Form S-8 relating
to the Plan. The Company  incorporates by reference that registration  statement
on Form S-8, filed with the Commission on May 31, 1996, File No. 333-04905,  and
Amendment  No. 1 thereto filed with the  Commission on November 23, 1998,  which
are made a part hereof.

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.

            (c)  The Company's Registration Statement on Form S-8 filed with the
      Commission  on May 31,  1996,  File No.  333-04905,  and  Amendment  No. 1
      thereto filed with the Commission on November 23, 1998.

      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.

                                      II-1
<PAGE>

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)

 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-3)*

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















                                      II-2
<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) this Registration Statement Amendment No.
2 on Form S-8 under the  Securities  Act of 1933,  as amended,  (the "Act"),  in
connection  with the  registration  under  the Act of  additional  shares of the
Company's  common stock  issuable under the 1994 Stock Option Plan to enable the
Company to comply with the  provisions  of the Act and all  requirements  of the
Securities and Exchange;  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-3
<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-4
<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-5
<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)

 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-3)*

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







                                      II-6
[{"type": "S-8", "sequence": "1", "filename": "nts94stockplans8.txt", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 16369}]
{"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": "333-106425", "film-number": "03755471"}, "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. 1994 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 (3)
-----------------------------------------------------------------------------------------------------------------
Common Stock            500,000 shares          $4.485               $2,242,500                   $181.42
-----------------------------------------------------------------------------------------------------------------
(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.

(3) Calculated pursuant to General Instruction E of Form S-8.
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 1994 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

      In accordance with General  Instruction E of Form S-8, National  Technical
Systems, Inc. (the "Company") is filing this registration  statement on form S-8
with the Securities and Exchange  Commission  (the  "Commission")  to register a
total of 500,000 additional shares of the Company's Common Stock available under
the National  Technical Systems,  Inc. 1994 Stock Option Plan (the "Plan").  The
Company currently has an effective  registration  statement on Form S-8 relating
to the Plan. The Company  incorporates by reference that registration  statement
on Form S-8, filed with the Commission on May 31, 1996, File No. 333-04905,  and
Amendment  No. 1 thereto filed with the  Commission on November 23, 1998,  which
are made a part hereof.

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.

            (c)  The Company's Registration Statement on Form S-8 filed with the
      Commission  on May 31,  1996,  File No.  333-04905,  and  Amendment  No. 1
      thereto filed with the Commission on November 23, 1998.

      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.

                                      II-1
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)

 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-3)*

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

                                      II-2
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) this Registration Statement Amendment No.
2 on Form S-8 under the  Securities  Act of 1933,  as amended,  (the "Act"),  in
connection  with the  registration  under  the Act of  additional  shares of the
Company's  common stock  issuable under the 1994 Stock Option Plan to enable the
Company to comply with the  provisions  of the Act and all  requirements  of the
Securities and Exchange;  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-3
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-4
/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-5
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)

 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-3)*

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

                                      II-6