<PAGE>

  AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 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

                           ----------------------
                      ENGINEERED SUPPORT SYSTEMS, INC.
           (Exact name of registrant as specified in its charter)

           MISSOURI                                       43-1313242
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                      Identification Number)

        201 EVANS LANE
      ST. LOUIS, MISSOURI                                    63121
     (Address of principal                                (Zip Code)
      executive offices)

                           ----------------------

                      ENGINEERED SUPPORT SYSTEMS, INC.
                           2003 STOCK OPTION PLAN

                           DAVID DOUGLASS MATTERN
                        SECRETARY AND GENERAL COUNSEL
                      ENGINEERED SUPPORT SYSTEMS, INC.
                               201 EVANS LANE
                          ST. LOUIS, MISSOURI 63121
                   (Name and address of agent for service)
 Telephone number, including area code, of agent for service: (314) 553-4000

                           ----------------------
                                  Copy to:
                             THOMAS A. LITZ, ESQ
                             THOMPSON COBURN LLP
                             ONE U.S. BANK PLAZA
                          ST. LOUIS, MISSOURI 63101
                            PHONE: (314) 552-6000
                             FAX: (314) 552-7000

<TABLE>
                                                  CALCULATION OF REGISTRATION FEE
==================================================================================================================================
<CAPTION>
 Title of Securities to be    Amount to be    Proposed Maximum Offering          Proposed Maximum         Amount of Registration
        Registered             Registered        Price Per Share(1)         Aggregate Offering Price(1)            Fee
----------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                      <C>                         <C>                            <C>
Common stock, $0.01 par
  value...................   350,000 shares           $61.98                      $21,693,000.00                 $1,755.00
==================================================================================================================================
<FN>
(1) Estimated solely for purposes of computing the Registration Fee
    pursuant to the provisions of Rule 457(h), based upon the average of
    the high and low sale prices of common stock, $0.01 par value, of the
    Registrant as reported on the Nasdaq National Market on October 24, 2003.
</TABLE>

==============================================================================


<PAGE>
<PAGE>


         The undersigned Registrant hereby files this Registration Statement
on Form S-8 (this "Registration Statement") to register 350,000 shares of
Engineered Support Systems, Inc. (the "Company") common stock, $0.01 par
value (the "Common Stock"), for issuance to participants under the
Engineered Support Systems, Inc. 2003 Stock Option Plan (the "Plan").

                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
         -----------------------------------------------

         The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:

         (i)   The Company's Annual Report on Form 10-K for the fiscal
               year ended October 31, 2002;

         (ii)  The Company's Quarterly Reports on Form 10-Q for the fiscal
               quarters ended January 31, 2003, April 30, 2003 and July 31,
               2003;

         (iii) The Company's Current Reports on Form 8-K dated March 4, 2003,
               March 31, 2003, April 16, 2003, May 1, 2003 and July 15, 2003;
               and

         (iv)  The description of the Company's Common Stock as contained
               in the Registration Statement filed pursuant to Section 12
               of the Securities Exchange Act of 1934, as amended,
               including any amendments or reports filed for the purpose
               of updating such description.

         All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
after the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and
to be made a part hereof from the date of filing of such documents. Any
statements contained herein or in a document incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in
a subsequently filed document incorporated herein by reference modifies or
supersedes such document. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 6.  Indemnification of Directors and Officers.
         ------------------------------------------

         The By-Laws of the Company provide for indemnification of any
person who is or was a director, officer, employee or agent of the Company
or serving at the request of the Company as an officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses actually and reasonably incurred by him in connection with
any civil, criminal, administrative or investigative action, suit,
proceeding or claim to the full extent and in the manner permitted by law.
The Company also maintains officers' and directors' liability insurance for
the benefit of its officers and directors.

         Section 351.355 of The General and Business Corporation Law of
Missouri provides that a corporation may indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by reason of the fact that he is or was
a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in

                                   - 2 -

<PAGE>
<PAGE>

good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. In the case of an action or suit by or in the right of the
corporation, no person shall be indemnified as to any claim, issue or matter
as to which such person shall have been adjudged to be liable for negligence
or misconduct in the performance of his duty to the corporation, unless and
only to the extent that the court in which the action or suit was brought
determines that such person is fairly and reasonably entitled to indemnity
for such expenses.

         Indemnification shall be made by a corporation only upon a
determination that the person to be indemnified has met the applicable
standard of conduct required. To the extent that a director, officer,
employee or agent of the corporation has been successful on the merits or
otherwise in the defense of any such action, suit or proceeding, he shall be
indemnified against expenses incurred in such defense.

         Expenses incurred in defense of any action, suit or proceeding may
be paid in advance of the final disposition upon receipt by the corporation
of a written undertaking by or on behalf of the person to repay such amount
if it is ultimately determined that the person is not entitled to
indemnification under the statute. The indemnification provided by statute
is not exclusive of any other rights to which such person may be entitled
under the articles of incorporation or by-laws, or any agreement, vote of
shareholders or disinterested directors or otherwise, and shall inure to the
benefit of the heirs, executors and administrators of such person.

Item 8.  Exhibits.
         --------

         See Exhibit Index on page 7 hereof.

Item 9.  Undertakings.
         ------------

         (a) The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers and 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
                            of 1933;

                      (ii)  To reflect in the prospectus any facts
                            or events arising after the effective
                            date of the 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;

                      (iii) 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;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the registration statement is on Form S-3, Form S-8 or
         Form F-3, 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 the registration statement.

                  (2) That, for the purpose of determining any liability
         under the Securities Act of 1933, 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


                                   - 3 -

<PAGE>
<PAGE>

         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
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 the
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.


                                   - 4 -

<PAGE>
<PAGE>

                                 SIGNATURES

         THE REGISTRANT. 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 County of St. Louis,
State of Missouri, on October 30, 2003.

                           ENGINEERED SUPPORT SYSTEMS, INC.


                           By /s/ Gary C. Gerhardt
                              --------------------------------------
                           Gary C. Gerhardt
                           Vice Chairman and Chief Financial Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Gary C. Gerhardt and David
Douglass Mattern, or either of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign any and all
amendments (including, without limitation, post-effective amendments) to
this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities
and Exchange 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 might or could do in person hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, 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 date indicated.

<TABLE>
<CAPTION>
SIGNATURE                                                       TITLE                                      DATE
---------                                                       -----                                      ----

<S>                                               <C>                                                <C>
/s/ Gerald E. Daniels                             Vice Chairman, Chief Executive                     October 30, 2003
------------------------------                         Officer and Director
Gerald E. Daniels
Principal Executive Officer


/s/ Gary C. Gerhardt                              Vice Chairman, Chief Financial                     October 30, 2003
------------------------------                         Officer and Director
Gary C. Gerhardt
Principal Financial Officer


/s/ Steven J. Landmann                               Vice President - Finance                        October 30, 2003
------------------------------                            and Controller
Steven J. Landmann
Principal Accounting Officer


/s/ Michael F. Shanahan, Sr.                            Chairman and Director                        October 30, 2003
------------------------------
Michael F. Shanahan, Sr.


/s/ Gerald A. Potthoff                               President, Chief Operating                      October 30, 2003
------------------------------                          Officer and Director
Gerald A. Potthoff

                                   - 5 -


<PAGE>
<PAGE>

<CAPTION>
SIGNATURE                                                       TITLE                                      DATE
---------                                                       -----                                      ----

<S>                                               <C>                                                <C>
/s/ Ronald W. Davis                                     President - Business                         October 30, 2003
------------------------------                        Development and Director
Ronald W. Davis


                                                              Director                               October   , 2003
------------------------------                                                                               --
William H. T. Bush


                                                              Director                               October   , 2003
------------------------------                                                                               --
Michael P. C. Carns


                                                              Director                               October   , 2003
------------------------------                                                                               --
George E. Friel


/s/ Thomas J. Guilfoil                                        Director                               October 30, 2003
------------------------------
Thomas J. Guilfoil


/s/ S. Lee Kling                                              Director                               October 30, 2003
------------------------------
S. Lee Kling


                                                              Director                               October   , 2003
------------------------------                                                                               --
Kenneth E. Lewi


                                                              Director                               October   , 2003
------------------------------                                                                               --
Charles T. Robertson, Jr.


/s/ Crosbie E. Saint                                          Director                               October 30, 2003
------------------------------
Crosbie E. Saint


/s/ Michael F. Shanahan, Jr.                                  Director                               October 30, 2003
------------------------------
Michael F. Shanahan, Jr.


/s/ Earl W. Wims                                              Director                               October 30, 2003
------------------------------
Earl W. Wims
</TABLE>


                                   - 6 -

<PAGE>
<PAGE>


                                EXHIBIT INDEX
                                -------------

EXHIBIT NO.
-----------

    5.1        Opinion of Thompson Coburn LLP as to the legality of the
               securities being registered.

    23.1       Consent of PricewaterhouseCoopers LLP.

    23.2       Consent of Thompson Coburn LLP (included in Exhibit 5.1).

    24.1       Power of Attorney (set forth on signature page hereto)

    99.1       Engineered Support Systems, Inc. 2003 Stock Option Plan.


                                   - 7 -
[{"type": "S-8", "sequence": "1", "filename": "sop.txt", "secsgml_size_bytes": 20659}]
{"company-data": {"conformed-name": "ENGINEERED SUPPORT SYSTEMS INC", "cik": "0000772891", "assigned-sic": "3585", "irs-number": "431313242", "state-of-incorporation": "MO", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-110166", "film-number": "03970495"}, "business-address": {"street1": "201 EVANS LN", "city": "ST LOUIS", "state": "MO", "zip": "63121", "phone": "3149935880"}, "mail-address": {"street1": "201 EVANS LN", "city": "ST LOUIS", "state": "MO", "zip": "63121"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 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

                           ----------------------
                      ENGINEERED SUPPORT SYSTEMS, INC.
           (Exact name of registrant as specified in its charter)

           MISSOURI                                       43-1313242
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                      Identification Number)

        201 EVANS LANE
      ST. LOUIS, MISSOURI                                    63121
     (Address of principal                                (Zip Code)
      executive offices)

                           ----------------------

                      ENGINEERED SUPPORT SYSTEMS, INC.
                           2003 STOCK OPTION PLAN

                           DAVID DOUGLASS MATTERN
                        SECRETARY AND GENERAL COUNSEL
                      ENGINEERED SUPPORT SYSTEMS, INC.
                               201 EVANS LANE
                          ST. LOUIS, MISSOURI 63121
                   (Name and address of agent for service)
 Telephone number, including area code, of agent for service: (314) 553-4000

                           ----------------------
                                  Copy to:
                             THOMAS A. LITZ, ESQ
                             THOMPSON COBURN LLP
                             ONE U.S. BANK PLAZA
                          ST. LOUIS, MISSOURI 63101
                            PHONE: (314) 552-6000
                             FAX: (314) 552-7000

                                                  CALCULATION OF REGISTRATION FEE
==================================================================================================================================
Title of Securities to be    Amount to be    Proposed Maximum Offering          Proposed Maximum         Amount of Registration
        Registered             Registered        Price Per Share(1)         Aggregate Offering Price(1)            Fee
----------------------------------------------------------------------------------------------------------------------------------
Common stock, $0.01 par
  value...................   350,000 shares           $61.98                      $21,693,000.00                 $1,755.00
==================================================================================================================================
(1) Estimated solely for purposes of computing the Registration Fee
    pursuant to the provisions of Rule 457(h), based upon the average of
    the high and low sale prices of common stock, $0.01 par value, of the
    Registrant as reported on the Nasdaq National Market on October 24, 2003.
==============================================================================
The undersigned Registrant hereby files this Registration Statement
on Form S-8 (this "Registration Statement") to register 350,000 shares of
Engineered Support Systems, Inc. (the "Company") common stock, $0.01 par
value (the "Common Stock"), for issuance to participants under the
Engineered Support Systems, Inc. 2003 Stock Option Plan (the "Plan").

                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
         -----------------------------------------------

         The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:

         (i)   The Company's Annual Report on Form 10-K for the fiscal
               year ended October 31, 2002;

         (ii)  The Company's Quarterly Reports on Form 10-Q for the fiscal
               quarters ended January 31, 2003, April 30, 2003 and July 31,
               2003;

         (iii) The Company's Current Reports on Form 8-K dated March 4, 2003,
               March 31, 2003, April 16, 2003, May 1, 2003 and July 15, 2003;
               and

         (iv)  The description of the Company's Common Stock as contained
               in the Registration Statement filed pursuant to Section 12
               of the Securities Exchange Act of 1934, as amended,
               including any amendments or reports filed for the purpose
               of updating such description.

         All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
after the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and
to be made a part hereof from the date of filing of such documents. Any
statements contained herein or in a document incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in
a subsequently filed document incorporated herein by reference modifies or
supersedes such document. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 6.  Indemnification of Directors and Officers.
         ------------------------------------------

         The By-Laws of the Company provide for indemnification of any
person who is or was a director, officer, employee or agent of the Company
or serving at the request of the Company as an officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses actually and reasonably incurred by him in connection with
any civil, criminal, administrative or investigative action, suit,
proceeding or claim to the full extent and in the manner permitted by law.
The Company also maintains officers' and directors' liability insurance for
the benefit of its officers and directors.

         Section 351.355 of The General and Business Corporation Law of
Missouri provides that a corporation may indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by reason of the fact that he is or was
a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in

                                   - 2 -
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. In the case of an action or suit by or in the right of the
corporation, no person shall be indemnified as to any claim, issue or matter
as to which such person shall have been adjudged to be liable for negligence
or misconduct in the performance of his duty to the corporation, unless and
only to the extent that the court in which the action or suit was brought
determines that such person is fairly and reasonably entitled to indemnity
for such expenses.

         Indemnification shall be made by a corporation only upon a
determination that the person to be indemnified has met the applicable
standard of conduct required. To the extent that a director, officer,
employee or agent of the corporation has been successful on the merits or
otherwise in the defense of any such action, suit or proceeding, he shall be
indemnified against expenses incurred in such defense.

         Expenses incurred in defense of any action, suit or proceeding may
be paid in advance of the final disposition upon receipt by the corporation
of a written undertaking by or on behalf of the person to repay such amount
if it is ultimately determined that the person is not entitled to
indemnification under the statute. The indemnification provided by statute
is not exclusive of any other rights to which such person may be entitled
under the articles of incorporation or by-laws, or any agreement, vote of
shareholders or disinterested directors or otherwise, and shall inure to the
benefit of the heirs, executors and administrators of such person.

Item 8.  Exhibits.
         --------

         See Exhibit Index on page 7 hereof.

Item 9.  Undertakings.
         ------------

         (a) The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers and 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
                            of 1933;

                      (ii)  To reflect in the prospectus any facts
                            or events arising after the effective
                            date of the 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;

                      (iii) 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;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the registration statement is on Form S-3, Form S-8 or
         Form F-3, 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 the registration statement.

                  (2) That, for the purpose of determining any liability
         under the Securities Act of 1933, 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

                                   - 3 -
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
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 the
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.

                                   - 4 -
SIGNATURES

         THE REGISTRANT. 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 County of St. Louis,
State of Missouri, on October 30, 2003.

                           ENGINEERED SUPPORT SYSTEMS, INC.

                           By /s/ Gary C. Gerhardt
                              --------------------------------------
                           Gary C. Gerhardt
                           Vice Chairman and Chief Financial Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Gary C. Gerhardt and David
Douglass Mattern, or either of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign any and all
amendments (including, without limitation, post-effective amendments) to
this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities
and Exchange 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 might or could do in person hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, 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 date indicated.
SIGNATURE                                                       TITLE                                      DATE
---------                                                       -----                                      ----
/s/ Gerald E. Daniels                             Vice Chairman, Chief Executive                     October 30, 2003
------------------------------                         Officer and Director
Gerald E. Daniels
Principal Executive Officer

/s/ Gary C. Gerhardt                              Vice Chairman, Chief Financial                     October 30, 2003
------------------------------                         Officer and Director
Gary C. Gerhardt
Principal Financial Officer

/s/ Steven J. Landmann                               Vice President - Finance                        October 30, 2003
------------------------------                            and Controller
Steven J. Landmann
Principal Accounting Officer

/s/ Michael F. Shanahan, Sr.                            Chairman and Director                        October 30, 2003
------------------------------
Michael F. Shanahan, Sr.

/s/ Gerald A. Potthoff                               President, Chief Operating                      October 30, 2003
------------------------------                          Officer and Director
Gerald A. Potthoff

                                   - 5 -
SIGNATURE                                                       TITLE                                      DATE
---------                                                       -----                                      ----
/s/ Ronald W. Davis                                     President - Business                         October 30, 2003
------------------------------                        Development and Director
Ronald W. Davis

                                                              Director                               October   , 2003
------------------------------                                                                               --
William H. T. Bush

                                                              Director                               October   , 2003
------------------------------                                                                               --
Michael P. C. Carns

                                                              Director                               October   , 2003
------------------------------                                                                               --
George E. Friel

/s/ Thomas J. Guilfoil                                        Director                               October 30, 2003
------------------------------
Thomas J. Guilfoil

/s/ S. Lee Kling                                              Director                               October 30, 2003
------------------------------
S. Lee Kling

                                                              Director                               October   , 2003
------------------------------                                                                               --
Kenneth E. Lewi

                                                              Director                               October   , 2003
------------------------------                                                                               --
Charles T. Robertson, Jr.

/s/ Crosbie E. Saint                                          Director                               October 30, 2003
------------------------------
Crosbie E. Saint

/s/ Michael F. Shanahan, Jr.                                  Director                               October 30, 2003
------------------------------
Michael F. Shanahan, Jr.

/s/ Earl W. Wims                                              Director                               October 30, 2003
------------------------------
Earl W. Wims
- 6 -
EXHIBIT INDEX
                                -------------

EXHIBIT NO.
-----------

    5.1        Opinion of Thompson Coburn LLP as to the legality of the
               securities being registered.

    23.1       Consent of PricewaterhouseCoopers LLP.

    23.2       Consent of Thompson Coburn LLP (included in Exhibit 5.1).

    24.1       Power of Attorney (set forth on signature page hereto)

    99.1       Engineered Support Systems, Inc. 2003 Stock Option Plan.

                                   - 7 -