As filed with the Securities and Exchange Commission on May 12, 2000.

                                                          Registration No. 333-


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           RELIABILITY INCORPORATED
            (Exact name of registrant as specified in its charter)

              Texas                                         75-0868913
   (State or other jurisdiction of                       (I.R.S. Employer
   incorporation or organization)                      Identification No.)

    16400 Park Row, Houston, Texas
        Post Office Box 218370                              77218-8370
(Address of Principal Executive Offices)                    (Zip Code)


                           RELIABILITY INCORPORATED
                  AMENDED AND RESTATED 1997 STOCK OPTION PLAN
                           (Full title of the plan)

                                Max T. Langley
                                16400 Park Row
                             Houston, Texas  77084
                    (Name and address of agent for service)

                                (281) 492-0550
         (Telephone number, including area code, of agent for service)






























                                       1
<PAGE>





                                   Copy to:

                        WINSTEAD SECHREST & MINICK P.C.
                            910 Travis, Suite 2400
                             Houston, Texas  77002
                            Attn:  Gail J. McDonald
                                (713) 650-2744

                        Calculation of Registration Fee

   Title of         Amount      Proposed       Proposed      Amount of
  securities         to be       maximum        maximum    registration
     to be       registered(1)  offering       aggregate        fee
  registered                    price per      offering
                                share(2)       price(2)

    Common          500,000      $4.289      $2,144,500.00    $566.15
     Stock         shares(3)

      (1)   In the event of a stock dividend, stock split or similar
            transaction involving the Common Stock of the Company,
            in order to prevent dilution, the number of shares of Common
            Stock registered hereby shall be automatically increased to
            cover additional shares of Common Stock in accordance with
            Rule 416 of the Securities Act of 1933, as amended.
      (2)   Computed pursuant to Rule 457(h) and (c) based on the average
            of the high and low reported sales prices on May 8, 2000.
      (3)   These shares represent the additional shares which were added
            to the Plan pursuant to an amendment which was adopted by the
            Company's shareholders on April 26, 2000.





























2
<PAGE>




REGISTRATION OF ADDITIONAL SECURITIES


      This Registration Statement on Form S-8 is being filed for the purpose of
registering  an  additional  500,000  shares  of  common  stock  of Reliability
Incorporated  (the  "Company"),  no  par value per share (the "Common  Stock"),
pursuant to an amendment to the Company's  1997 Stock Option Plan (the "Plan").
The Company previously registered 1,000,000  shares  (as  a result of a 2 for 1
stock split) of Common Stock for issuance pursuant to the Plan. The contents of
the  Registration Statement on Form S-8 (No. 333-26659) previously  filed  with
the Securities  and Exchange Commission ("Commission") on May 8, 1997, relating
to the previous registration of shares are incorporated herein by reference.

Item 3.  Incorporation of Documents by Reference.

      The following  documents,  and  all  documents  subsequently filed by the
Company  pursuant  to  Sections 13(a), 13(c), 14 and 15(d)  of  the  Securities
Exchange Act of 1934 prior  to  the filing of a post-effective amendment to the
Registration Statement which indicates  that  all  securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration  Statement  and  shall  be
deemed to be a part hereof from the date of the filing of such documents:

      (a)   The  Company's Annual Report on Form 10-K for the fiscal year ended
            December 31, 1999 (File No. 0-7092);
      (b)   The Company's  Quarterly  Report  on  Form  10-Q  for the quarterly
            period ended March 31, 2000 (File No. 0-7092);
      (c)   The  Company's Current Report on Form 8-K dated February  15,  2000
            (File No. 0-7092); and
      (d)   Description   of  Capital  Stock  in  the  Company's  Pre-Effective
            Amendment No. 1  to  Form  S-1 Registration Statement (File No. 33-
            63651, Filed October 27, 1995),  describing  the  Company's  Common
            Stock.

Item 8.  Exhibits

      Exhibit Number and Description

      (4)  Instruments  defining  the  rights  of  security  holders, including
      indentures

            4.1   Specimen Stock Certificate.  Reference is made to Exhibit 4.1
                  to the Company's Registration Statement Form  S-8,  filed  on
                  May 8, 1997, Registration No. 333-26659.
            4.2   Loan Agreement, dated as of July 1, 1995, between Reliability
                  Incorporated   and  First  Interstate  Bank  of  Texas,  N.A.
                  Incorporated by  reference  to  Exhibit  4.1 to the Company's
                  Current Report on Form 8-K, dated March 11,  1997,  File  No.
                  0-7092.
            4.3   First  Amendment  to  Loan  Agreement,  dated as of March 10,
                  1997, between Reliability Incorporated and  Wells  Fargo Bank
                  (Texas)  National Association.  Incorporated by reference  to
                  Exhibit 4.2  to  the  Company's  Current  Report on Form 8-K,
                  dated March 11, 1997, File No. 0-7092.




                                       3
<PAGE>




      (5) Opinion re legality

            5.1 Opinion of Winstead, Sechrest & Minick P.C.

      (10) Material Contracts

            10.1  Reliability  Incorporated  Amended  and Restated  1997  Stock
                  Option Plan.  Incorporated by reference  to  Exhibit  10.1 to
                  the  Company's  Quarterly Report on Form 10-Q for the quarter
                  ended March 31, 2000, File No. 0-7092.

      (23) Consents of experts and counsel

            23.1  Consent of Winstead  Sechrest  & Minick P.C. (included in its
                  opinion filed as Exhibit 5.1)
            23.2 Consent of Ernst & Young LLP

      (24) Power of attorney (included on the signature page hereof)










































                                       4
<PAGE>






                                  SIGNATURES

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  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 Houston, State of Texas, on May 12, 2000.


                                    RELIABILITY INCORPORATED


                                    By:  /s/ Larry Edwards
                                        Larry Edwards, President and
                                        Chief Executive Officer










































                                       5
<PAGE>




                               POWER OF ATTORNEY


      KNOW ALL MEN BY THESE PRESENTS, that each  person whose signature appears
below constitutes and appoints Larry Edwards, his  true and lawful attorney-in-
fact and agent, with full power of substitution and  resubstitution, for him in
his  name, place and stead, in any and all capacities,  to  sign  any  and  all
amendments   (including   post-effective   amendments)   to  this  Registration
Statement,  and  to  file the same, with all exhibits, 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 to
perform  each  and  every act and thing requisite and necessary to be done,  as
fully to all intents  and  purposes  as  he might or could do in person, hereby
ratifying  and  confirming all that said attorney-in-fact  and  agent,  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,  this
Registration  Statement  has  been  signed  by  the  following  persons in  the
capacities and on the dates indicated.

      Signature               Title                         Date

/s/ Larry Edwards         Chairman of the Board of           May 12, 2000
Larry Edwards             Directors, President and
                          Chief Executive Officer
                          (Principal Executive Officer)

/s/ Max T. Langley        Senior Vice President and Chief    May 12, 2000
                          Financial Officer (Principal
                          Financial and Accounting Officer)

/s/ W. L. Hampton         Director                           May 12, 2000
W. L. Hampton

/s/ John R. Howard        Director                           May 12, 2000
John R. Howard

/s/ Thomas L. Langford    Director                           May 12, 2000
Thomas L. Langford

/s/ Philip Uhrhan         Director                           May 12, 2000
Philip Uhrhan

















                                       6
<PAGE>




                                 Exhibit List


Exhibit

(4)   Instruments defining the rights of security holders, including indentures

      4.1 Specimen Stock Certificate.*
      4.2   Loan  Agreement,  dated  as  of  July 1, 1995, between Reliability
            Incorporated and First Interstate Bank of Texas, N.A. *
      4.3   First Amendment to Loan Agreement,  dated  as  of  March 10, 1997,
            between  Reliability  Incorporated  and  Wells Fargo Bank  (Texas)
            National Association. *

(5)   Opinion re legality

      5.1 Opinion of Winstead Sechrest & Minick P.C.

(10)  Material Contracts

      10.1  Reliability Incorporated Amended and Restated  1997  Stock  Option
            Plan.*

(23)  Consents of experts and counsel

      23.1  Consent  of  Winstead  Sechrest  &  Minick  P.C.  (included in its
            opinion filed as Exhibit 5.1)
      23.2 Consent of Ernst & Young LLP

(24)  Power of attorney (included on the signature page hereof)



*  incorporated by reference























                                       7
S8May2k.doc
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR OPTION PLAN", "secsgml_size_bytes": 11050}]
{"company-data": {"conformed-name": "RELIABILITY INC", "cik": "0000034285", "assigned-sic": "3825", "irs-number": "750868913", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36886", "film-number": "628831"}, "business-address": {"street1": "16400 PARK ROW", "street2": "P O BOX 218370", "city": "HOUSTON", "state": "TX", "zip": "77218", "phone": "2814920550"}, "former-company": {"former-conformed-name": "FAIRLANE INDUSTRIES INC", "date-changed": "19800519"}}
As filed with the Securities and Exchange Commission on May 12, 2000.

                                                          Registration No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           RELIABILITY INCORPORATED
            (Exact name of registrant as specified in its charter)

              Texas                                         75-0868913
   (State or other jurisdiction of                       (I.R.S. Employer
   incorporation or organization)                      Identification No.)

    16400 Park Row, Houston, Texas
        Post Office Box 218370                              77218-8370
(Address of Principal Executive Offices)                    (Zip Code)

                           RELIABILITY INCORPORATED
                  AMENDED AND RESTATED 1997 STOCK OPTION PLAN
                           (Full title of the plan)

                                Max T. Langley
                                16400 Park Row
                             Houston, Texas  77084
                    (Name and address of agent for service)

                                (281) 492-0550
         (Telephone number, including area code, of agent for service)

                                       1
Copy to:

                        WINSTEAD SECHREST & MINICK P.C.
                            910 Travis, Suite 2400
                             Houston, Texas  77002
                            Attn:  Gail J. McDonald
                                (713) 650-2744

                        Calculation of Registration Fee

   Title of         Amount      Proposed       Proposed      Amount of
  securities         to be       maximum        maximum    registration
     to be       registered(1)  offering       aggregate        fee
  registered                    price per      offering
                                share(2)       price(2)

    Common          500,000      $4.289      $2,144,500.00    $566.15
     Stock         shares(3)

      (1)   In the event of a stock dividend, stock split or similar
            transaction involving the Common Stock of the Company,
            in order to prevent dilution, the number of shares of Common
            Stock registered hereby shall be automatically increased to
            cover additional shares of Common Stock in accordance with
            Rule 416 of the Securities Act of 1933, as amended.
      (2)   Computed pursuant to Rule 457(h) and (c) based on the average
            of the high and low reported sales prices on May 8, 2000.
      (3)   These shares represent the additional shares which were added
            to the Plan pursuant to an amendment which was adopted by the
            Company's shareholders on April 26, 2000.

2
REGISTRATION OF ADDITIONAL SECURITIES

      This Registration Statement on Form S-8 is being filed for the purpose of
registering  an  additional  500,000  shares  of  common  stock  of Reliability
Incorporated  (the  "Company"),  no  par value per share (the "Common  Stock"),
pursuant to an amendment to the Company's  1997 Stock Option Plan (the "Plan").
The Company previously registered 1,000,000  shares  (as  a result of a 2 for 1
stock split) of Common Stock for issuance pursuant to the Plan. The contents of
the  Registration Statement on Form S-8 (No. 333-26659) previously  filed  with
the Securities  and Exchange Commission ("Commission") on May 8, 1997, relating
to the previous registration of shares are incorporated herein by reference.

Item 3.  Incorporation of Documents by Reference.

      The following  documents,  and  all  documents  subsequently filed by the
Company  pursuant  to  Sections 13(a), 13(c), 14 and 15(d)  of  the  Securities
Exchange Act of 1934 prior  to  the filing of a post-effective amendment to the
Registration Statement which indicates  that  all  securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration  Statement  and  shall  be
deemed to be a part hereof from the date of the filing of such documents:

      (a)   The  Company's Annual Report on Form 10-K for the fiscal year ended
            December 31, 1999 (File No. 0-7092);
      (b)   The Company's  Quarterly  Report  on  Form  10-Q  for the quarterly
            period ended March 31, 2000 (File No. 0-7092);
      (c)   The  Company's Current Report on Form 8-K dated February  15,  2000
            (File No. 0-7092); and
      (d)   Description   of  Capital  Stock  in  the  Company's  Pre-Effective
            Amendment No. 1  to  Form  S-1 Registration Statement (File No. 33-
            63651, Filed October 27, 1995),  describing  the  Company's  Common
            Stock.

Item 8.  Exhibits

      Exhibit Number and Description

      (4)  Instruments  defining  the  rights  of  security  holders, including
      indentures

            4.1   Specimen Stock Certificate.  Reference is made to Exhibit 4.1
                  to the Company's Registration Statement Form  S-8,  filed  on
                  May 8, 1997, Registration No. 333-26659.
            4.2   Loan Agreement, dated as of July 1, 1995, between Reliability
                  Incorporated   and  First  Interstate  Bank  of  Texas,  N.A.
                  Incorporated by  reference  to  Exhibit  4.1 to the Company's
                  Current Report on Form 8-K, dated March 11,  1997,  File  No.
                  0-7092.
            4.3   First  Amendment  to  Loan  Agreement,  dated as of March 10,
                  1997, between Reliability Incorporated and  Wells  Fargo Bank
                  (Texas)  National Association.  Incorporated by reference  to
                  Exhibit 4.2  to  the  Company's  Current  Report on Form 8-K,
                  dated March 11, 1997, File No. 0-7092.

                                       3
(5) Opinion re legality

            5.1 Opinion of Winstead, Sechrest & Minick P.C.

      (10) Material Contracts

            10.1  Reliability  Incorporated  Amended  and Restated  1997  Stock
                  Option Plan.  Incorporated by reference  to  Exhibit  10.1 to
                  the  Company's  Quarterly Report on Form 10-Q for the quarter
                  ended March 31, 2000, File No. 0-7092.

      (23) Consents of experts and counsel

            23.1  Consent of Winstead  Sechrest  & Minick P.C. (included in its
                  opinion filed as Exhibit 5.1)
            23.2 Consent of Ernst & Young LLP

      (24) Power of attorney (included on the signature page hereof)

                                       4
SIGNATURES

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  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 Houston, State of Texas, on May 12, 2000.

                                    RELIABILITY INCORPORATED

                                    By:  /s/ Larry Edwards
                                        Larry Edwards, President and
                                        Chief Executive Officer

                                       5
POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each  person whose signature appears
below constitutes and appoints Larry Edwards, his  true and lawful attorney-in-
fact and agent, with full power of substitution and  resubstitution, for him in
his  name, place and stead, in any and all capacities,  to  sign  any  and  all
amendments   (including   post-effective   amendments)   to  this  Registration
Statement,  and  to  file the same, with all exhibits, 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 to
perform  each  and  every act and thing requisite and necessary to be done,  as
fully to all intents  and  purposes  as  he might or could do in person, hereby
ratifying  and  confirming all that said attorney-in-fact  and  agent,  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,  this
Registration  Statement  has  been  signed  by  the  following  persons in  the
capacities and on the dates indicated.

      Signature               Title                         Date

/s/ Larry Edwards         Chairman of the Board of           May 12, 2000
Larry Edwards             Directors, President and
                          Chief Executive Officer
                          (Principal Executive Officer)

/s/ Max T. Langley        Senior Vice President and Chief    May 12, 2000
                          Financial Officer (Principal
                          Financial and Accounting Officer)

/s/ W. L. Hampton         Director                           May 12, 2000
W. L. Hampton

/s/ John R. Howard        Director                           May 12, 2000
John R. Howard

/s/ Thomas L. Langford    Director                           May 12, 2000
Thomas L. Langford

/s/ Philip Uhrhan         Director                           May 12, 2000
Philip Uhrhan

                                       6
Exhibit List

Exhibit

(4)   Instruments defining the rights of security holders, including indentures

      4.1 Specimen Stock Certificate.*
      4.2   Loan  Agreement,  dated  as  of  July 1, 1995, between Reliability
            Incorporated and First Interstate Bank of Texas, N.A. *
      4.3   First Amendment to Loan Agreement,  dated  as  of  March 10, 1997,
            between  Reliability  Incorporated  and  Wells Fargo Bank  (Texas)
            National Association. *

(5)   Opinion re legality

      5.1 Opinion of Winstead Sechrest & Minick P.C.

(10)  Material Contracts

      10.1  Reliability Incorporated Amended and Restated  1997  Stock  Option
            Plan.*

(23)  Consents of experts and counsel

      23.1  Consent  of  Winstead  Sechrest  &  Minick  P.C.  (included in its
            opinion filed as Exhibit 5.1)
      23.2 Consent of Ernst & Young LLP

(24)  Power of attorney (included on the signature page hereof)

*  incorporated by reference

                                       7
S8May2k.doc