SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM T-1

                       Statement of Eligibility Under the

                  Trust Indenture Act of 1939 of a Corporation

                          Designated to Act as Trustee

                        FIRST TRUST NATIONAL ASSOCIATION
               (Exact name of Trustee as specified in its charter)


      United States                                41-0257700
(State of Incorporation)                        (I.R.S. Employer
                                                Identification No.)


        First Trust Center
        180 East Fifth Street
        St. Paul, Minnesota                            55101
(Address of Principal Executive Offices)             (Zip Code)



                             NAI TECHNOLOGIES, INC.
             (Exact name of Registrant as specified in its charter)

        New York                                    11-1798773
(State of Incorporation)                         (I.R.S. Employer
                                                Identification No.)


        2405 Trade Centre Avenue
        Longmont, CO                                   80503
(Address of Principal Executive Offices)             (Zip Code)

             12% Convertible Subordinated Promissory Notes Due 2001
                      (Title of the Indenture Securities)








                                     GENERAL

1.    General Information  Furnish the following information as to the Trustee.

      (a)  Name and address of each examining or supervising authority
           to  which  it is subject.

               Comptroller of the Currency
               Washington, D.C.

      (b)  Whether it is authorized to exercise corporate trust powers.

               Yes

2.    AFFILIATIONS   WITH  OBLIGOR  AND  UNDERWRITERS  If  the  obligor  or  any
      underwriter for the obligor is an affiliate of the Trustee,  describe each
      such affiliation.

               None

      See Note following Item 16.

      Items  3-15  are not  applicable  because  to the  best  of the  Trustee's
      knowledge  the obligor is not in default under any Indenture for which the
      Trustee acts as Trustee.

16.   LIST OF EXHIBITS List below all exhibits filed as a part of this statement
      of eligibility  and  qualification.  Each of the exhibits  listed below is
      incorporated by reference from registration number 22-27000.

      1.   Copy of Articles of Association.

      2.   Copy of Certificate of Authority to Commence Business.

      3.   Authorization  of the  Trustee to  exercise  corporate  trust  powers
           (included in Exhibits 1 and 2; no separate instrument).

      4.   Copy of existing By-Laws.

      5.   Copy of each Indenture referred to in Item 4.  N/A.

      6.   The consents of the Trustee required by Section 321(b) of the act.

      7.   Copy of the  latest  report of  condition  of the  Trustee  published
           pursuant to law or the  requirements  of its supervising or examining
           authority.









                                      NOTE

        The answers to this  statement  insofar as such  answers  relate to what
persons have been  underwriters  for any securities of the obligors within three
years prior to the date of filing this statement,  or what persons are owners of
10% or more of the voting securities of the obligors,  or affiliates,  are based
upon information furnished to the Trustee by the obligors. While the Trustee has
no reason to doubt the accuracy of any such  information,  it cannot  accept any
responsibility therefor.

                                    SIGNATURE

        Pursuant to the  requirements  of the Trust  Indenture Act of 1939,  the
Trustee, First Trust National Association, an Association organized and existing
under  the  laws of the  United  States,  has  duly  caused  this  statement  of
eligibility  and  qualification  to be signed on its behalf by the  undersigned,
thereunto duly authorized, and its seal to be hereunto affixed and attested, all
in the City of Saint Paul and State of Minnesota on the 6th day of August, 1996.



                                    FIRST TRUST NATIONAL ASSOCIATION

[SEAL]

                                    /S/ Christina Hatfield
                                    --------------------------------
                                    Christina Hatfield
                                    Assistant Vice President



/S/ Kathe Barrett
- -------------------------------
Kathe Barrett
Assistant Secretary








                                    EXHIBIT 6

                                     CONSENT

        In accordance  with Section  321(b) of the Trust  Indenture Act of 1939,
the undersigned,  FIRST TRUST NATIONAL  ASSOCIATION hereby consents that reports
of examination of the  undersigned  by Federal,  State,  Territorial or District
authorities may be furnished by such  authorities to the Securities and Exchange
Commission upon its request therefor.

Dated:  August 6, 1996



                                    FIRST TRUST NATIONAL ASSOCIATION

                                    /S/ Christina Hatfield
                                    --------------------------------
                                    Christina Hatfield
                                    Assistant Vice President