<PAGE>

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

                                  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 executive offices)                        (Zip Code)

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

                        ENGINEERED SUPPORT SYSTEMS, INC.
                 STOCK PURCHASE PLAN FOR NON-EMPLOYEE DIRECTORS


                             DAVID DOUGLASS MATTERN
                          SECRETARY AND GENERAL COUNSEL
                               201 EVANS LANE
                          ST. LOUIS, MISSOURI 63121
                     (Name and address of agent for service)


   Telephone number, including area code, of agent for service: (314) 553-4984

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

                                    Copy to:

                              THOMAS A. LITZ, ESQ.
                               THOMPSON COBURN LLP
                                ONE FIRSTAR PLAZA
                            ST. LOUIS, MISSOURI 63101
                                 (314) 552-6000


<TABLE>
                                         CALCULATION OF REGISTRATION FEE
<CAPTION>
================================================================================================================
                                                    Proposed Maximum        Proposed Maximum        Amount of
  Title of Securities to be       Amount to be     Offering Price Per      Aggregate Offering     Registration
         Registered              Registered(1)          Share(2)                Price(2)               Fee
----------------------------------------------------------------------------------------------------------------
<S>                            <C>                     <C>                    <C>                  <C>
Common stock, $0.01 par value    25,000 shares          $  35.58               $ 889,500            $ 222.38
================================================================================================================
<FN>
(1)    Includes an indeterminable amount of plan interests pursuant to Rule 416(c).
(2)    Represents the closing price as reported on the NASDAQ National Market on July 13, 2001.
</TABLE>

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

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


<PAGE>
<PAGE>

                                   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, 2000;

         (ii)     The Company's Quarterly Reports on Form 10-Q for the fiscal
                  quarters ended January 31, 2001 and April 30, 2001; and

         (iii)    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 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.

         Where any document or part thereof is incorporated by reference in
this Registration Statement, the Company will provide without charge to each
person to whom a Prospectus with respect to the Plan is delivered, upon
written or oral request of such person, a copy of any and all of the
information incorporated by reference in this Registration Statement,
excluding exhibits unless such exhibits are specifically incorporated by
reference.

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

         Under the Company's By-Laws, the Company may indemnify any person
who is or was a director, officer, employee or agent of the Company or
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.

                                      - 2 -

<PAGE>
<PAGE>

         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 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 8 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 previously disclosed
                  in the registration statement or any material change to
                  such information in the registration statement;

                                      - 3 -

<PAGE>
<PAGE>

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 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
County, State of Missouri, on July 19, 2001.


                               ENGINEERED SUPPORT SYSTEMS, INC.



                               By /s/ Michael F. Shanahan, Sr.
                                  -------------------------------------------
                                  Michael F. Shanahan, Sr.
                                  Chairman and Chief Executive Officer



                              POWER OF ATTORNEY

         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/ Michael F. Shanahan, Sr.
-----------------------------        Chairman, Chief Executive Officer        July 19, 2001
Michael F. Shanahan, Sr.                      and Director
Principal Executive Officer


/s/ Gerald A. Potthoff
-----------------------------       President, Chief Operating Officer        July 19, 2001
Gerald A. Potthoff                             and Director


                                     - 5 -

<PAGE>
<PAGE>

<CAPTION>
SIGNATURE                                          TITLE                          DATE
---------                                          -----                          ----
<S>                                <C>                                        <C>

/s/ Gary C. Gerhardt
-----------------------------        Vice Chairman - Administration,          July 19, 2001
Gary C. Gerhardt                      Chief Financial Officer and
Principal Financial Officer                     Director


/s/ Steven J. Landmann
-----------------------------          Vice President - Controller            July 19, 2001
Steven J. Landmann


/s/ William H. T. Bush
-----------------------------                   Director                      July 19, 2001
William H. T. Bush


/s/ Michael P. C. Carns
-----------------------------                   Director                      July 19, 2001
Michael P. C. Carns


/s/ George E. Friel
-----------------------------                   Director                      July 19, 2001
George E. Friel


/s/ Thomas J. Guilfoil
-----------------------------                   Director                      July 19, 2001
Thomas J. Guilfoil


/s/ S. Lee Kling
-----------------------------                   Director                      July 19, 2001
S. Lee Kling


/s/ Kenneth E. Lewi
-----------------------------                   Director                      July 19, 2001
Kenneth E. Lewi


/s/ Crosbie E. Saint
-----------------------------                   Director                      July 19, 2001
Crosbie E. Saint


/s/ Michael F. Shanahan, Jr.
-----------------------------                   Director                      July 19, 2001
Michael F. Shanahan, Jr.


/s/ Earl W. Wims
-----------------------------                   Director                      July 19, 2001
Earl W. Wims

</TABLE>
                                      - 6 -

<PAGE>
<PAGE>

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

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

      5.0       Opinion of the Company's legal counsel as to the legality of
                the securities being registered

     23.0       Consent of the Company's legal counsel (included in Exhibit 5.0)

     23.1       Consent of PricewaterhouseCoopers LLP

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

     99.0       Engineered Support Systems, Inc. Stock Purchase Plan for Non-
                Employee Directors

                                     - 7 -
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "description": "FORM S-8 FOR ENGINEERED SUPPORT SYSTEMS, INC.", "secsgml_size_bytes": 18415}]
{"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": "333-65490", "film-number": "1685010"}, "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"}}
================================================================================

                                  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 executive offices)                        (Zip Code)

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

                        ENGINEERED SUPPORT SYSTEMS, INC.
                 STOCK PURCHASE PLAN FOR NON-EMPLOYEE DIRECTORS

                             DAVID DOUGLASS MATTERN
                          SECRETARY AND GENERAL COUNSEL
                               201 EVANS LANE
                          ST. LOUIS, MISSOURI 63121
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (314) 553-4984

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

                                    Copy to:

                              THOMAS A. LITZ, ESQ.
                               THOMPSON COBURN LLP
                                ONE FIRSTAR PLAZA
                            ST. LOUIS, MISSOURI 63101
                                 (314) 552-6000

                                         CALCULATION OF REGISTRATION FEE
================================================================================================================
                                                    Proposed Maximum        Proposed Maximum        Amount of
  Title of Securities to be       Amount to be     Offering Price Per      Aggregate Offering     Registration
         Registered              Registered(1)          Share(2)                Price(2)               Fee
----------------------------------------------------------------------------------------------------------------
Common stock, $0.01 par value    25,000 shares          $  35.58               $ 889,500            $ 222.38
================================================================================================================
(1)    Includes an indeterminable amount of plan interests pursuant to Rule 416(c).
(2)    Represents the closing price as reported on the NASDAQ National Market on July 13, 2001.
----------------------

================================================================================
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, 2000;

         (ii)     The Company's Quarterly Reports on Form 10-Q for the fiscal
                  quarters ended January 31, 2001 and April 30, 2001; and

         (iii)    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 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.

         Where any document or part thereof is incorporated by reference in
this Registration Statement, the Company will provide without charge to each
person to whom a Prospectus with respect to the Plan is delivered, upon
written or oral request of such person, a copy of any and all of the
information incorporated by reference in this Registration Statement,
excluding exhibits unless such exhibits are specifically incorporated by
reference.

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

         Under the Company's By-Laws, the Company may indemnify any person
who is or was a director, officer, employee or agent of the Company or
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.

                                      - 2 -
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 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 8 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 previously disclosed
                  in the registration statement or any material change to
                  such information in the registration statement;

                                      - 3 -
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 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
County, State of Missouri, on July 19, 2001.

                               ENGINEERED SUPPORT SYSTEMS, INC.

                               By /s/ Michael F. Shanahan, Sr.
                                  -------------------------------------------
                                  Michael F. Shanahan, Sr.
                                  Chairman and Chief Executive Officer

                              POWER OF ATTORNEY

         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/ Michael F. Shanahan, Sr.
-----------------------------        Chairman, Chief Executive Officer        July 19, 2001
Michael F. Shanahan, Sr.                      and Director
Principal Executive Officer

/s/ Gerald A. Potthoff
-----------------------------       President, Chief Operating Officer        July 19, 2001
Gerald A. Potthoff                             and Director

                                     - 5 -
SIGNATURE                                          TITLE                          DATE
---------                                          -----                          ----
/s/ Gary C. Gerhardt
-----------------------------        Vice Chairman - Administration,          July 19, 2001
Gary C. Gerhardt                      Chief Financial Officer and
Principal Financial Officer                     Director

/s/ Steven J. Landmann
-----------------------------          Vice President - Controller            July 19, 2001
Steven J. Landmann

/s/ William H. T. Bush
-----------------------------                   Director                      July 19, 2001
William H. T. Bush

/s/ Michael P. C. Carns
-----------------------------                   Director                      July 19, 2001
Michael P. C. Carns

/s/ George E. Friel
-----------------------------                   Director                      July 19, 2001
George E. Friel

/s/ Thomas J. Guilfoil
-----------------------------                   Director                      July 19, 2001
Thomas J. Guilfoil

/s/ S. Lee Kling
-----------------------------                   Director                      July 19, 2001
S. Lee Kling

/s/ Kenneth E. Lewi
-----------------------------                   Director                      July 19, 2001
Kenneth E. Lewi

/s/ Crosbie E. Saint
-----------------------------                   Director                      July 19, 2001
Crosbie E. Saint

/s/ Michael F. Shanahan, Jr.
-----------------------------                   Director                      July 19, 2001
Michael F. Shanahan, Jr.

/s/ Earl W. Wims
-----------------------------                   Director                      July 19, 2001
Earl W. Wims
- 6 -
EXHIBIT INDEX
                                  -------------

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

      5.0       Opinion of the Company's legal counsel as to the legality of
                the securities being registered

     23.0       Consent of the Company's legal counsel (included in Exhibit 5.0)

     23.1       Consent of PricewaterhouseCoopers LLP

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

     99.0       Engineered Support Systems, Inc. Stock Purchase Plan for Non-
                Employee Directors

                                     - 7 -