SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the year ended October 31, 2000 Commission file number 0-13880

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

Missouri 43-1313242
(State of Incorporation) (IRS Employer Identification No.)

201 Evans Lane, St. Louis, Missouri 63121
(Address of principal executive officer) (Zip Code)

Registrant's telephone number including area code: (314) 553-4000

Securities registered pursuant to Section 12(b) of the Securities Exchange
Act of 1934:

Name of each exchange on
Title of each class which registered
------------------- ------------------------

Common stock, $.01 par value Over the counter
National Market System
National Association of
Security Dealers

No securities are registered pursuant to Section 12(g) of the Securities
Exchange Act of 1934.

Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports) and (2) has
been subject to such filing requirement for the past 90 days.
Yes X No .
--- ---

Based on the closing price on January 17, 2001, the aggregate
market value of the voting stock held by non-affiliates of the Registrant
was approximately $166,313,000.

The number of shares of the Registrant's common stock, $.01 par
value, outstanding at January 17, 2001 was 7,300,395.

DOCUMENTS INCORPORATED BY REFERENCE

Parts I and II incorporate by reference portions of the Engineered
Support Systems, Inc. Annual Report to Shareholders (the Annual Report) for
the year ended October 31, 2000. Part III incorporates by reference portions
of the Engineered Support Systems, Inc. Proxy Statement for the Annual
Shareholders Meeting to be held on March 6, 2001 (the Definitive Proxy
Statement) to be filed within 120 days after the close of the year ended
October 31, 2000.

PART I
ITEM 1. BUSINESS
- ------- --------

Engineered Support Systems, Inc. is a holding company for six
wholly-owned subsidiaries: Systems & Electronics Inc. (SEI), Engineered Air
Systems, Inc. (Engineered Air), Keco Industries, Inc. (Keco), Engineered
Coil Company, d/b/a Marlo Coil (Marlo Coil), Engineered Electric Company,
d/b/a Fermont (Fermont) and Engineered Specialty Plastics, Inc. (ESP).
Engineered Support Systems, Inc. and its subsidiaries (Company) are a
leading designer and manufacturer of military support equipment and
electronics for the United States armed forces. The Company also engineers
and manufactures air handling and heat transfer equipment, material handling
equipment and custom molded plastic products for commercial and industrial
products.

Engineered Air was incorporated under the laws of the State of
Missouri on December 24, 1981, and acquired the assets of the Defense
Systems Division of Allis-Chalmers Corporation on March 30, 1982. The
Company was incorporated under the laws of the State of Missouri in December
1983, and exchanged all of its outstanding common stock for two-thirds of
the common stock of Engineered Air held by the Company's founders. The
Company purchased the remaining one-third of the common stock of Engineered
Air in January 1984, effective as of November 1, 1983. The Company became a
publicly owned corporation on August 21, 1985. On March 9, 1993, the Company
purchased all of the outstanding stock of Associated Products, Inc.
(subsequently changed to Engineered Specialty Plastics, Inc.). Effective
February 1, 1998, Engineered Coil Company acquired substantially all of the
net assets of Nuclear Cooling, Inc., d/b/a Marlo Coil. On June 24, 1998, the
Company acquired all of the outstanding common stock of Keco. On February
22, 1999, Engineered Electric Company acquired substantially all of the net
assets of the Fermont Division of Dynamics Corporation of America, d/b/a
Fermont. On September 30, 1999, the Company, acquired all of the outstanding
common stock of SEI.

PRODUCTS

Products are manufactured by the Company within four operating
segments: heavy military support equipment, electronics and automation
systems, light military support equipment and plastic products. The heavy
military support equipment segment engineers and manufactures load
management and transport systems primarily for the U.S. Department of
Defense (DoD). Segment products include aircraft load management equipment,
tank transport systems and bridging systems. The electronics and automation
systems segment engineers and manufactures radar and electronic warfare
systems, fire support systems and avionics test equipment primarily for the
DoD. The segment also engineers and manufactures material handling equipment
primarily for the U.S. Postal Service and for the pharmaceutical industry
throughout the United States. The light military support equipment segment
engineers and manufactures a broad range of military support equipment
primarily for the DoD, as well as related heat transfer and air handling
equipment for domestic commercial and industrial users. Segment products
include environmental control systems, generator sets, petroleum and water
systems, chemical and biological protection systems and other multipurpose
military support equipment. The plastic products segment manufactures
injection molded resin products, as well as a proprietary line of plastic
faucets, primarily for commercial customers in the south-central United
States.

See pages 6 through 16 and pages 18 and 19 of the 2000 Annual
Report which are incorporated herein by reference.

ENGINEERING AND DESIGN

The Company employs 416 people engaged in the design and
development of new products and the improvement of existing products.
The majority of these development activities are conducted pursuant to,
and funded by, DoD contracts in response to designated performance
specifications. The Company's expenditures on research and development
were approximately $0.8 million and $0.2 million for the years ended
October 31, 2000 and 1999, and were insignificant during the year ended
October 31, 1998. The Company anticipates that unfunded internal
research and development will exceed $1.0 million in fiscal year 2000.
The Company believes that its engineering expertise gives it a
significant competitive advantage.

The Company's engineering capabilities are in the areas of systems,
electro-mechanics, electro-chemical, mechanics, electrical systems and
electronics, and acoustics include expertise in thermodynamics, air
flow, liquid pumping, stress analysis, liquid fuel combustion, dynamic
and climatic environmental engineering, biological and chemical
decontamination, non-pyrotechnic smoke generation, and filtration of
chemically and biologically contaminated air.

The Company's design and development of support equipment is
enhanced by computer-aided design and manufacturing (CAD/CAM) systems
used by engineers and draftsmen to design complex products and
component parts in three-dimensional view. The Company's engineering
technologies and expertise provide it with the ability to adapt its
production process to new product needs on a timely basis. The Company
also has the capability to provide complete technical data support for
the products it manufactures. This includes integrated logistics
support, spare parts provisioning and preparation of technical manuals.

MARKETING

The Company's marketing of military equipment and services focuses,
in part, on determining the current and future needs of the DoD. To
identify those needs, the Company gathers information from primary
sources such as the DoD budget and its supporting documents, and
military requirement documents such as the Air Force's Statement of
Need, the Navy's Operational Requirements and the Army's Required
Operational Capability, along with direct interface with its customers.
The Company analyzes this data through an established new business
opportunity procedure and then determines whether or not to bid on
specific projects based upon determinations of potential profitability
and the likelihood of being awarded the contract.

For its defense products, the Company maintains a domestic field
marketing/sales network with offices located in the Washington, D.C.
area and at several major U.S. Government defense procurement centers.
The Washington, D.C. office carries out legislative activities, and
conducts customer liaison activities with all branches of the U.S.
armed services and with foreign government offices in the Washington,
D.C. area. The primary responsibility for individual products or
programs is handled within the product line organizations, with the
field organization providing closely coordinated assistance.

In addition, the Company supplies electronic sorting and material
handling equipment to the U.S. Postal Service and other customers.
Sales of custom commercial, industrial and marine air handling units
and coils are effected both directly and through sales representatives
located primarily in the United States, parts of Canada, and Puerto
Rico, with the pharmaceutical, telecommunications and healthcare
industries representing a significant portion of current sales volume.
Principal customers for injection molded custom and specialty plastic
products include large, well-established producers of consumer and
industrial products. Sales of injection molded plastic products are
effected both directly and through sales representatives. The Company's
sales of its proprietary line of kitchen and lavatory faucets are
effected primarily through sales representatives, and marketing efforts
focus on service and price.

PURCHASED COMPONENTS AND RAW MATERIALS

The Company's products require a wide variety of components and
materials. Although the Company has multiple sources of supply for most
of its material requirements, sole-source vendors supply certain
components, and the Company's ability to perform certain contracts
depends on their performance. In the past, these required raw materials
and various purchased components generally have been available in
sufficient quantities.

GOVERNMENT CONTRACTING

The Company's government contracts are obtained through the DoD
procurement process as governed by the Federal Acquisition Regulations
and related agency supplements, and are typically fixed-price
contracts. This means that the price is agreed upon before the contract
is awarded and the Company assumes complete responsibility for any
difference between estimated and actual costs.

Under the Truth in Negotiations Act of 1962 (Negotiations Act),
the U.S. government has the right for three years after final payment on
certain negotiated contracts, subcontracts and modifications thereto,
to determine whether the Company furnished the U.S. government with
complete, accurate and current cost or pricing data as defined by the
Negotiations Act. In the event the Company fails to satisfy this
requirement, the U.S. government has the right to adjust a contract or
subcontract price by the amount of any overstatement as defined by the
Negotiations Act.

U.S. government contracts typically contain terms permitting the
contract to be terminated at the convenience of the U.S. government. In the
event of such termination, the Company is entitled to reimbursement for
certain expenditures and overhead as provided for in applicable U.S.
government procurement regulations. Generally, this results in the
contractor being reasonably compensated for work actually done, but not for
anticipated profits. The U.S. government may also terminate contracts for
cause if the Company fails to perform in strict accordance with contract
terms. The Company has never had a contract terminated by the U.S.
government for failure to perform in accordance with contract terms.
Termination of, or elimination of appropriation for, a significant
government contract could have a material adverse effect on the Company's
business, financial condition and results of operations in subsequent
periods. Similarly, U.S. government contracts typically permit the U.S.
government to change, alter or modify the contract at its discretion. If the
U.S. government were to exercise this right, the Company would be entitled
to reimbursement of all allowable and allocable costs incurred in making the
change plus a reasonable profit.

The U.S. government typically finances a substantial portion
of the Company's contract costs through progress payments. The Company
receives progress payments in accordance with DoD contract terms which
provide progress payments at 75% to 90% of costs incurred.

INTELLECTUAL PROPERTY

The Company owns various patents and other forms of intellectual
property. From time to time, the Company develops proprietary
information and trade secrets regarding the design and manufacture of
various products. The Company considers its proprietary information and
intellectual property to be valuable assets. However, the Company's
business is not materially dependent on their protection.

COMPETITION

The markets for all of the Company's products are highly
competitive. In order to obtain U.S. government contracts, the Company
must comply with detailed and complex procurement procedures adopted by
the DoD pursuant to regulations promulgated by the U.S. government.
The regulations and procurement procedures are adopted to promote
competitive bidding. In addition, the Company competes with a number of
businesses with plastic injection molding capabilities and competes
with a large number of suppliers to commercial and industrial air
handling customers. In all phases of its operations, the Company
competes in both performance and price with companies, some of which
are considerably larger, more diversified and have greater financial
resources than the Company.

DEFENSE BACKLOG

The Company records its defense backlog as either funded or
unfunded backlog. The Company's funded backlog as of October 31, 2000
was approximately $286.9 million. The Company's funded backlog is
subject to fluctuations and is not necessarily indicative of future
sales. Funded backlog represents defense products the customer has
committed by contract to purchase from the Company. Unfunded backlog
includes defense products the customer has the option to purchase under
contract with the Company, including, with respect to contracts which
include a maximum amount purchasable by the customer thereunder, such
maximum amount, and with respect to contracts without a specified
maximum amount, the Company's estimate of the amount it expects the
customer to purchase using the Best Estimated Quantity (BEQ) as a guide
where a BEQ is specified. There are no commitments by the customer to
purchase defense products included in unfunded backlog and there can be
no assurance that any or all amounts included therein will generate revenue
for the Company. Moreover, cancellations of purchase orders or reductions
of product quantities in existing contracts could substantially reduce the
Company's funded backlog and, consequently, future net revenues. Failure of
the Company to replace canceled or reduced backlog, whether funded or unfunded
could have a material adverse effect on the Company's business, financial
condition and results of operations in subsequent periods.

The following table summarizes funded and unfunded defense backlog
(in millions) as of the indicated dates:

Funded Unfunded
Defense Backlog Defense Backlog
--------------- ---------------

October 31, 2000 $286.9 $596.6
October 31, 1999 277.2 850.5
October 31, 1998 80.8 319.6
October 31, 1997 44.1 155.0
October 31, 1996 90.7 153.8

EMPLOYEES

As of October 31, 2000, the Company employed 2,309 persons,
of which 1,381 were engaged in manufacturing activities, 416 in
engineering activities, and 512 in office administration and management
functions. District No. 9 of the International Association of
Machinists and Aerospace Workers (AFL-CIO) represents approximately 351
employees under a collective bargaining agreement, which expires March
18, 2003. Lodge 1012 of the International Brotherhood of Boilermakers,
Iron Ship Builders, Blacksmiths, Forgers and Helpers (AFL-CIO)
represents approximately 135 employees under a collective bargaining
agreement, which expires January 31, 2002.

The Company considers its overall employee relations to be
satisfactory.

ITEM 2. PROPERTIES
- ------- ----------

The Company conducts its business from 13 manufacturing and office
facilities. All owned facilities are owned by the Company and are subject to
deeds of trust in favor of the Company's lender.

Leased or
Location Description Size in Sq. Feet Owned
-------- ----------- ---------------- ---------

St. Louis County, Manufacturing/Office 171,000 Owned
Missouri

St. Louis County, Manufacturing 31,000 Leased
Missouri

Hot Springs, Manufacturing/Office 110,000 Owned
Arkansas

Bossier City, Manufacturing 80,000 Owned
Louisiana

High Ridge, Manufacturing/Office 185,000 Owned
Missouri

Florence, Kentucky Manufacturing/Office 174,000 Leased

Blue Ash, Ohio Manufacturing 132,000 Owned

West Plains, Missouri Manufacturing 405,000 Owned

St. Louis County,
Missouri Office 260,000 Owned

Sanford, Florida Manufacturing 177,000 Owned

St. Louis County, Warehouse 25,000 Leased
Missouri

Bridgeport, Manufacturing/Office 109,000 Owned
Connecticut

Bridgeport, Manufacturing 26,000 Leased
Connecticut

The Company believes that its current facilities are sufficient for
the conduct of its current level of operations.

ITEM 3. LEGAL PROCEEDINGS
- ------- -----------------

The Company and its subsidiaries are from time to time parties to
various legal proceedings arising out of their business. Management believes
that there are no such proceedings pending or threatened against them which,
if determined adversely, would have a material adverse effect on the
business or financial condition of the Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
- ------- -----------------------------------------------

There were no matters submitted to a vote of shareholders during
the fourth quarter of the year ended October 31, 2000.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
- ------- ----------------------------------------------------
SHAREHOLDER MATTERS
-------------------

Information concerning the principal market on which the Company's
common stock is traded and the high and low sales prices for such stock
during 2000 is shown in Supplemental Information on page 36 of the 2000
Annual Report, incorporated herein by reference. The Company currently pays
a semi-annual dividend. The most recently declared dividend was in the amount
of $.018 per share payable January 31, 2001 to shareholders of record as of
December 29, 2000.

ITEM 6. SELECTED FINANCIAL DATA
- ------- -----------------------

Financial data required under this section is shown in the Summary
of Selected Financial Data on page 1 of the 2000 Annual Report, incorporated
herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
- ------- -----------------------------------------------------------
AND RESULTS OF OPERATIONS
-------------------------

Management's Discussion and Analysis of Financial Condition and
Results of Operations, shown on pages 18 through 22 of the 2000 Annual
Report, is incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ------- -------------------------------------------

The following consolidated financial statements of Engineered
Support Systems, Inc. included in the Annual Report for the year ended
October 31, 2000 at the pages indicated, are incorporated herein by
reference:

Consolidated Balance Sheets, October 31, 2000 and 1999, page 23.

Consolidated Statements of Income, years ended October 31, 2000,
1999 and 1998, page 24.

Consolidated Statements of Shareholders' Equity, years ended
October 31, 2000, 1999 and 1998, page 24.

Consolidated Statements of Cash Flows, years ended October 31,
2000, 1999 and 1998, page 25.

Notes to Consolidated Financial Statements, pages 26 through 34.

The quarterly financial information included in Supplementary Information on
page 36 of the 2000 Annual Report is incorporated herein by reference.

All other schedules are omitted because they are not applicable or the
required information is included in the consolidated financial statements or
the notes thereto.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- ------- ---------------------------------------------------------------
FINANCIAL DISCLOSURES
---------------------

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- -------- --------------------------------------------------

The directors, executive officers and key employees of the Company
as of January 17, 2001 are as follows:

Name Age Position
---- --- --------

Michael F. Shanahan, Sr. (1) 61 Chairman, Chief Executive Officer and
Director (Company)

Gerald A. Potthoff (1) 60 President, Chief Operating Officer and
Director (Company)

Gary C. Gerhardt (1) 55 Vice Chairman-Administration,
Chief Financial Officer and Director
(Company)

William H. T. Bush (2) 62 Director (Company)

General Michael P. C. Carns (2) 63 Director (Company)

MG George E. Friel (2) 58 Director (Company)

Thomas J. Guilfoil (3) 81 Director (Company)

S. Lee Kling (2) 72 Director (Company)

LTG Kenneth E. Lewi (3) 70 Director (Company)

General Crosbie E. Saint 64 Director (Company)

Michael F. Shanahan, Jr. (1)(3) 34 Director (Company)

Earl W. Wims (3) 61 Director (Company)

Ronald W. Davis 54 Vice President-Planning and
Development (Company)

Larry K. Brewer 58 Senior Vice President -
Business Development (Company)

Dan D. Jura 48 Vice President - Sales (Company)

Allan K. Kaste 54 Vice President - Human Resources
(Company)

Robert L. Klautzer 56 Vice President - Management Information
Systems (Company)

Steven J. Landmann 41 Vice President - Controller (Company)

David D. Mattern 42 Secretary and General Counsel (Company)

Kenneth Scheid 64 Vice President - Quality Assurance
(Company)

John R. Wootton 53 Vice President - Technology (Company)

John E. Capeless 55 President (ESP)

Thomas G. Cornwell 45 President (Engineered Air)

Gerald A. Nicholson 54 President (Marlo Coil)

Daniel A. Rodrigues 45 President (SEI)

Thomas C. Santoro 47 President (Fermont)

Marvin L. Smith 63 President (Keco)

<FN>
(1) Member of Executive Committee of the Board
(2) Member of Audit Committee of the Board
(3) Member of Compensation Committee of the Board

EXECUTIVE OFFICERS
- ------------------

The officers serve at the discretion of the Board of Directors,
subject to the terms and conditions of their employment agreements.

Michael F. Shanahan, Sr. has been a director of the Company since its
formation. Mr. Shanahan was named Chief Executive Officer of the Company in
1985. He was named Chairman of the Company in 1987.

Gerald A. Potthoff has been a director of the Company since October
1999. At the same time, he was named President and Chief Operating Officer
of the Company. Prior thereto, he served as President of SEI from October
1991 to August 2000.

Gary C. Gerhardt has been a director of the Company since March
1998. He was named Vice Chairman-Administration of the Company in October
1999 and prior thereto served as Executive Vice President of the Company
since 1994. He has been Chief Financial Officer of the Company since 1994.

Ronald W. Davis has been Vice President-Planning and Development of
the Company since December 1999. Prior thereto, he served as Vice President-
Marketing for the Company since April 1999 and for Engineered Air since 1990.

Larry K. Brewer has been Senior Vice President-Business Development
of the Company since February 2000. Prior thereto, he served SEI as Vice
President-Business Development since 1998, Vice President-Corp. Marketing &
Washington DC Operations since 1997 and as Vice President-Government Relations
since 1995.

Dan D. Jura has been Vice President-Sales of the Company since
April 1999. Prior thereto, he served as Vice President-Sales Engineered Air
since 1993.

Allan K. Kaste has been Vice President-Human Resources of the
Company since May 2000. He has served as Vice President-Human Resources
for SEI since 1994.

Robert L. Klautzer has been Vice President-Management Information
Systems of the Company since May 2000. He has served as Vice President-
Management Information Systems for SEI since 1997 and, prior thereto, as
its Director-Management Information Systems since 1988.

Steven J. Landmann has been Vice President-Controller of the
Company since December 1999. Prior thereto, he served as Controller for the
Company since September 1998 and for Engineered Air since 1994.

David D. Mattern was appointed Secretary and General Counsel of the
Company in December 1999. Prior thereto, he served as the Company's
Secretary since 1992 and as outside counsel to the Company.

Kenneth Scheid has been Vice President-Quality Assurance of the
Company since February 2000. He has served as Vice President-Quality
Assurance for SEI since 1986.

John R. Wooton has been Vice President-Technology of the Company
since February 2000. He has served as Vice President-Technology for SEI
since 1997 and Director-Technology since 1994.

John E. Capeless has been President of ESP since April 1999. Prior
thereto, he served as Vice President and General Manager of ESP since 1996.
Before joining ESP, he was Vice President of Operations for Atlantis Plastics,
Inc. from 1994.

Thomas G. Cornwell has been President of Engineered Air since
September 2000. Prior thereto, he served as Director-Program Management for
SEI since 1992.

Gerald A. Nicholson was named President of Marlo Coil in January 2001.
Prior thereto, he was Executive Vice President for the Tweco/Arcair and Coyne
Cylinder divisions of Thermadyne Industries from 1995 to 1998.

Daniel A. Rodriques has been President of SEI since August 2000. Prior
thereto, he served as Senior Vice President and General Manager of SEI since
July 1999 and as Vice President of Program Administration since October 1995.

Thomas C. Santoro has been President of Fermont since February
1995.

Marvin L. Smith has been President of Keco since April 1999. Prior
thereto, he served as Keco's Executive Vice President since 1990.

NON-EMPLOYEE DIRECTORS
- ----------------------

William H. T. Bush has been a director of the Company since March 2000.
He is Chairman of the St. Louis - based investment firm, Bush O'Donnell & Co.
which he founded in 1986.

General Michael P. C. Carns (U.S. Air Force, Retired) has been a
director of the Company since March 2000. He retired as Vice Chief of Staff of
the Air Force in 1994 after 35 years of service in the U.S. Air Force.

MG George E. Friel (U.S. Army, Retired) has been a director of the
Company since September 1998. He retired from the U.S. Army in July 1998 after
38 years of service. In the six years preceding his retirement, he headed the
U.S. Army Chemical and Biological Defense Command (CBDCOM).

Thomas J. Guilfoil has been a director of the Company since 1993.
He is the senior and founding partner of the St. Louis law firm of Guilfoil,
Petzall & Shoemake and serves as Vice Chairman of the Arizona Football
Cardinals. His legal career began in St. Louis in 1941.

S. Lee Kling has been a director of the company since March 2000. He
is Chairman of Kling Rechter Company, a merchant banking company formed in 1991.

LTG Kenneth E. Lewi (U.S. Army, Retired) has been a director of the
Company since 1990. He retired from the U.S. Army in August 1989 after 34 years
of service. His career in the U.S. Army centered primarily on providing
logistical support to U.S. armed forces.

General Crosbie E. Saint (U.S. Army, Retired) has been a director of
the Company since August 2000. He retired as Commander in Chief, United States
Army, Europe and Seventh Army in 1992 after 33 years of service in the U.S.
Army.

Michael F. Shanahan, Jr. has been a director of the Company since 1994.
He has been Executive Vice President of Lockton Companies, an insurance concern,
since November 2000. Prior thereto, he was a Producer for Lockton Companies
since October 1994.

Earl W. Wims has been a director of the Company since 1991. He has
been Chairman of Marketing Horizons, a marketing research and consulting
firm, since 1986.

ITEM 11. EXECUTIVE COMPENSATION
- -------- ----------------------

Information concerning executive compensation is shown in the
Company's Definitive Proxy Statement (to be filed within 120 days after the
close of the fiscal year ended October 31, 2000) incorporated herein by
reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- -------- --------------------------------------------------------------

Information relating to the ownership of the Company's securities
by certain beneficial owners and management is shown in the Definitive Proxy
Statement (to be filed within 120 days after the close of the year ended
October 31, 2000) incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- -------- ----------------------------------------------

Information on certain relationships, related transactions and
affiliation of directors is shown in the Definitive Proxy Statement (to be
filed within 120 days after the close of the year ended October 31, 2000)
incorporated herein by reference.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
- -------- -----------------------------------------------------------------

(a) (1) and (2) Index of Financial Statements and Financial Statement Schedules

The following consolidated financial statements of Engineered
Support Systems, Inc., included in the 2000 Annual Report of the registrant
to its shareholders, are incorporated by reference in Item 8:

Report of Independent Accountants

Consolidated Balance Sheets-October 31, 2000 and 1999

Consolidated Statements of Income-years ended October 31, 2000, 1999
and 1998

Consolidated Statements of Shareholders' Equity-years ended October 31,
2000, 1999 and 1998

Consolidated Statement of Cash Flows-years ended October 31, 2000, 1999
and 1998

Notes to Consolidated Financial Statements-October 31, 2000

The following financial statement schedule and independent accountants
report are included as Exhibit 99:

Valuation and Qualifying Accounts (Schedule II)-years ended October 31,
2000, 1999 and 1998

All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under
the related instructions or are inapplicable, and therefore have been
omitted.

3.0 Lists of Exhibits (listed by numbers corresponding to exhibit
table of Item 601 in regulation S-K)

3.1 Articles of Incorporation of Engineered Support Systems, Inc. (1)

3.2 Amendment of Articles of Incorporation (2)

3.3 Amended and Restated By-Laws of Engineered Support Systems,
Inc. (2)

4.1 Credit Agreement dated as of September 30, 1999 among Engineered
Support Systems, Inc., Bank of America, National Association, as
Agent and as Swing Line Lender, and the Other Financial
Institutions Party Hereto (9)

4.2 Engineered Support Systems, Inc. 1992 Stock Option Plan for
Nonemployee Directors (4)

4.3 Engineered Support Systems, Inc. 1997 Stock Option Plan for
Nonemployee Directors (7)

4.4 Engineered Support Systems, Inc. 1998 Stock Option Plan (6)

4.5 Engineered Air Systems, Inc. Employee Stock Ownership Plan,
subsequently renamed the Engineered Support Systems, Inc.
Employee Stock Ownership Plan (5)

4.6 Trust Agreement for the Engineered Air Systems, Inc. Employee
Stock Ownership Trust (5)

4.7 Engineered Support Systems, Inc. 2000 Stock Option Plan (10)

4.8 Engineered Support Systems, Inc. 2000 Stock Option Plan for
Nonemployee Directors (11)

10.1 Employee Agreement with Michael F. Shanahan, Sr. (3)

10.2 Form of Indemnification Agreement with Directors (2)

10.3 Engineered Support Systems, Inc. Amended and Restated Executive
Incentive Plan (8)

11 Statement Re: Computation of Earnings Per Share

13 Engineered Support Systems, Inc. Annual Report for the year ended
October 31, 2000 (the Annual Report). Except for the portions
incorporated herein by reference as evidenced in the Form 10-K,
the Annual Report is furnished for the information of the
Securities and Exchange Commission and is not deemed filed as
part of this 10-K

21 Subsidiary of Registrant (1)

23 Consent of PricewaterhouseCoopers LLP, Independent Accountants

99 Valuation and Qualifying Accounts (Schedule II)

[FN]
(1) This information is incorporated herein by reference
from Form S-1 Registration Statement filed on July 10,
1985, registration number 2-98909 as amended on August
13, 1985 and August 21, 1985.

(2) This information is incorporated herein by reference
from Form 10-K Annual Report filed on January 30,
1989.

(3) This information is incorporated herein by reference
from Form 10-K Annual Report filed on January 29,
1990.

(4) This information is incorporated herein by reference
from Form S-8 registration statement, effective April
5, 1994, registration number 33-77340.

(5) This information is incorporated herein by reference
from Form S-8 registration statement, effective June
11, 1987, registration number 33-14504.

(6) This information is incorporated herein by reference
from Form S-8 registration statement, effective May 15,
1998, registration number 333-52753.

(7) This information is incorporated herein by reference
from Form S-8 registration statement, effective May
23, 1997, registration number 333-27695.

(8) This information is incorporated herein by reference
from Form 10-K Annual Report filed on January 27,
1996.

(9) This information is incorporated herein by reference
from Form 8-K/A filed on December 14, 1999.

(10) This information is incorporated by reference from
Form S-8 registration statement, effective September 1,
2000, registration number 333-45022.

(11) This information is incorporated by reference from Form
S-8 registration statement, effective September 1, 2000,
registration number 333-45020.

(b) During the fourth quarter of 2000, the Company filed no reports on
Form 8-K.

(d) Financial Statement Schedules
The response to this portion of Item 14 is submitted as a separate
section of this Report.

SIGNATURES
- ----------

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this annual report to
be signed on its behalf by the undersigned thereunto duly authorized.

ENGINEERED SUPPORT SYSTEMS, INC.

Dated: January 17, 2001 By: /s/ Gary C. Gerhardt
---------------- ----------------------------------------
GARY C. GERHARDT
Vice Chairman-Administration and
Chief Financial Officer

Pursuant to the requirements of the Securities and Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ Michael F. Shanahan, Sr. Chairman of the Board January 17, 2001
- --------------------------------- of Directors and ----------------
MICHAEL F. SHANAHAN, SR. Chief Executive Officer

/s/ Gary C. Gerhardt Vice Chairman-Administration and January 17, 2001
- --------------------------------- Chief Financial Officer ----------------
GARY C. GERHARDT

SIGNATURES
----------

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

DIRECTORS
---------

/s/ Michael F. Shanahan, Sr. January 17, 2001 /s/ Thomas J. Guilfoil January 17, 2001
- -------------------------------- ------------------ -------------------------------- ------------------
MICHAEL F. SHANAHAN, SR. THOMAS J. GUILFOIL

/s/ Gerald A. Potthoff January 17, 2001 /s/ S. Lee Kling January 17, 2001
- -------------------------------- ------------------ -------------------------------- ------------------
GERALD A. POTTHOFF S. LEE KLING

/s/ Gary C. Gerhardt January 17, 2001 /s/ Kenneth E. Lewi January 17, 2001
- -------------------------------- ------------------ -------------------------------- ------------------
GARY C. GERHARDT KENNETH E. LEWI

/s/ William H.T. Bush January 17, 2001 /s/ Crosbie E. Saint January 17, 2001
- -------------------------------- ------------------ -------------------------------- ------------------
WILLIAM H.T. BUSH CROSBIE E. SAINT

/s/ Michael P.C. Carns January 17, 2001 /s/ Michael F. Shanahan, Jr. January 17, 2001
- -------------------------------- ------------------ -------------------------------- ------------------
MICHAEL P.C. CARNS MICHAEL F. SHANAHAN, JR.

/s/ George E. Friel January 17, 2001 /s/ Earl W. Wims January 17, 2001
- -------------------------------- ------------------ -------------------------------- ------------------
GEORGE E. FRIEL EARL W. WIMS

ENGINEERED SUPPORT SYSTEMS, INC.

EXHIBIT INDEX
Page No.
--------
11. Statement Re: Computation of Earnings Per Share

13. Engineered Support Systems, Inc. Annual Report for year ended
October 31, 2000 (the Annual Report). Except for the portions
incorporated herein by reference as evidenced in the Form 10-K,
the Annual Report is furnished for the information of the
Securities and Exchange Commission and is not deemed filed as
part of this Form 10-K.

23. Consent of PricewaterhouseCoopers LLP, Independent Accountants

99. Valuation and Qualifying Accounts (Schedule II)