Exhibit 8

                               AMENDMENT NO. 1 TO
                          REGISTRATION RIGHTS AGREEMENT

         This AMENDMENT NO. 1, dated as of February 13, 1996 (this "Amendment"),
to that certain  REGISTRATION RIGHTS AGREEMENT,  dated as of April 12, 1995 (the
"Agreement"),  between  NAI  TECHNOLOGIES,  INC.,  a New York  corporation  (the
"Company"),  THE BANK OF NEW YORK, a New York banking corporation  ("BNY"),  and
CHEMICAL BANK, a New York banking corporation.

                                    RECITALS:

         The  parties  hereto  desire to amend  the  Agreement  to make  certain
changes to the Demand Registration Rights and the Piggyback  Registration Rights
granted to BNY and Chemical thereunder.

         Capitalized  terms  used but not  defined  herein  shall  have the same
meanings as ascribed thereto in the Agreement.

         THE PARTIES HERETO AGREE AS FOLLOWS:

         1.  Amendments.  (a) Section 2(a) of the Agreement is amended to add at
the end of clause (x) thereof before the comma the following:

     ";  provided  that,  such Persons  shall allow the Holders to have priority
     with  respect  to  the  Registrable  Securities  for  up to  two  piggyback
     registration  opportunities  so long as any Loans are  outstanding  and any
     Commitments  remain in effect  under the Credit  Agreement  (the  foregoing
     shall not apply to the Registration Statement being filed within 90 days of
     the date hereof covering the Registrable Securities and other securities of
     the Company)"

         (b) Section 3(a) of the Agreement is amended to delete the words "or of
any other Person" from the last sentence thereof.

         (c) Section 3(b) of the  Agreement is amended to add at the end thereof
the following:

     "The Registrable  Securities proposed to be sold by the Holders pursuant to
     a Demand Registration shall have absolute priority over securities proposed
     to be sold by other Persons exercising priggyback  registration rights with
     respect to such Demand  Registration  (the foregoing shall not apply to the
     Registration  Statement  being  filed  within  90 days of the  date  hereof
     covering






     the Registrable Securities and other securities of the Company)."

                  2. Waiver.  Chemical and BNY hereby agree that the Company may
grant  registration  rights to the  holders  of the  Company's  12%  Convertible
Subordinated  Promissory  Notes due 2001 and the  related  warrants  to purchase
common stock of the Company and the provisions of Section 9 of the Agreement are
waived to the extent  necessary  to permit such grant as well as the  amendments
called for by Section 1 of this Amendment.

         3. Status of Agreement. All other terms and conditions of the Agreement
shall remain in full force and effect, as amended hereby.

         4.  Descriptive  Headings.  The  headings  in  this  Agreement  are for
convenience  of  reference  only and  shall not limit or  otherwise  effect  the
meaning of terms contained herein.

         5.  Counterparts.  This  Amendment  may be  executed  in  two  or  more
counterparts,  each of which shall be deemed an original, but all of which shall
constitute one and the same instrument,  and it shall not be necessary in making
proof  of  this  Amendment  to  produce  or  account  for  more  than  one  such
counterpart.

         6. Governing Law. This Amendment shall be governed by and construed and
enforced in accordance with the laws of the State of New York.

         IN WITNESS  WHEREOF,  each of the undersigned has caused this Agreement
to be executed on its behalf as of the date first above written.

                                                  NAI TECHNOLOGIES, INC.

                                                  By /s/ Richard A. Schneider
                                                    ____________________________
                                                  Title Executive Vice President
                                                        ________________________

                                                     THE BANK OF NEW YORK

                                                     By Jay B. Lifton
                                                       _________________________
                                                     Title Vice President
                                                          ______________________

                                                     CHEMICAL BANK

                                                     By /s/ Kathy A. Duncan
                                                       _________________________
                                                     Title Vice President
                                                          ______________________




                                       -2-