Company Name: National Technical Systems, Inc.
Public Availability Date: March 20, 2006

Document Sections:

INQUIRY LETTER
APPENDIX 1
APPENDIX 2
STAFF REPLY LETTER

[INQUIRY LETTER]

February 23, 2006

VIA FEDERAL EXPRESS

Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549

Attention: Office of Chief Counsel

Re: National Technical Systems, Inc. (Commission File No. 0-16438)- Omission of Shareholder Proposal

Ladies and Gentlemen:

We are submitting this letter and the enclosed materials on behalf of National Technical Systems, Inc., a California corporation ("NTS" or the "Company") pursuant to Rule 14a-8(j) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company received correspondence dated January 26, 2006 and February 21, 2006, respectively, from Alan Zucker (the "Proponent") submitting a shareholder proposal together with a supporting statement (the "Proposal"), a copy of which is attached hereto as Exhibit A, for inclusion in the Company's proxy materials for its 2006 Annual Meeting. Also included as part of Exhibit A is a copy of correspondence dated February 7, 2006 delivered to the Proponent from the Company requesting that the Proponent correct certain eligibility and procedural deficiencies with respect to the original proposal and supporting statement dated January 26, 2006.

We hereby request confirmation that the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the "Staff") will not recommend an enforcement action if, in reliance of Rule 14a-8(i)(7) of the Exchange Act, the Company omits the Proposal from its 2006 proxy materials.

Pursuant to Rule 14a-8(j)(2), this letter sets forth the grounds on which the Company proposes to omit the Proposal from its 2006 proxy materials. Further, the Company files herewith six copies of the Proposal and any related correspondence between the Company and the Proponent, and encloses six copies of this letter pursuant to Rule 14a-8(j). By copy of this letter and accompanying material, the Proponent is being notified, pursuant to Rule 14a-8(j), of the Company's intention to omit the Proposal from its 2006 proxy materials.

Although the Company has not yet finalized its schedule for the mailing of the definitive proxy statements and other materials to its shareholders and the filing of such materials with the Staff, the Company will not mail and file such definitive materials before May 15, 2006.

The Proposal is as set forth below:

"1. Conduct an independent assessment to determine the current market value of all owned properties over 1 acre, income being generated by each property and opinion as to the best use of the property (keep, sell, subdivide). It is to be completed within 90 days of the approval of this proposal and made available to shareholders upon completion."

As set forth in more detail below, the Company proposes to exclude the Proposal from its 2006 proxy materials, because it believes that the Proposal can be excluded under Rule 14a-8(i)(7).

Exclusion under Rule 14a-8(i)(7)- Proposal Relates to Ordinary Business Matters

Rule 14a-8(i)(7) provides that a proposal and statement in support thereof may be excluded from a registrant's proxy materials if it "deals with a matter relating to the company's ordinary business operations." Under this rule, proposals may be excluded if they involve business matters that are mundane and the proposal does not implicate any substantial policy or other consideration. See Release No. 34-12999 (November 22, 1976). The Staff states that "the basic reason for this policy is that it is manifestly impracticable in most instances for shareholders to decide management problems at corporate meetings." See Release 34-19135 (October 14, 1982). Accordingly, the rule operates to exclude shareholder proposals that "deal with ordinary business matters of a complex nature that shareholders, as a group, would not be qualified to make an informed judgment on, due to their lack of business experience and their lack of intimate knowledge of the issuer's business." See Release No. 34-12999 (November 22, 1976).

The Staff previously delineated the rule's purpose and application by specifying that:

"[T]he general underlying policy of this exclusion is consistent with the policy of most state corporate laws: to confine the resolution of ordinary business problems to management and the board of directors, since it is impracticable for shareholders to decide to solve such problems at an annual shareholders meeting.

The policy underlying ordinary business exclusion rests on two central considerations. The first relates to the subject matter of the proposal. Certain tasks are so fundamental to management's ability to run the company on a day-to-day basis that they could not, as a practical matter, be subject to direct shareholder oversight...The second consideration relates to the degree to which the proposal seeks to micro-manage the company by probing too deeply into matters of a complex nature upon which shareholders, as a group, would not be in a position to make an informed judgment." See Release No. 34-40018 (May 21, 1998).

Here, the Proposal directs the Company to engage an independent consultant to "determine the market value of all owned properties over 1 acre." We respectfully submit that strategies related to the Company's assets should lie squarely with management and the Board of Directors, and not with the Company's shareholders.

Enhancing the value of a corporation is one of the primary goals of both management and the Board of Directors of any for-profit corporation. Consistent therewith, the Board of Directors of the Company routinely considers and implements business strategies and oversees management, including, but not limited to, considering the engagement of any third-party advisors or consultants. If approved, the Proposal may result in the Company incurring unnecessary consulting, legal and/or accounting fees, which would impact the Company's annual operating budget. It may also distract from management time devoted to other Company projects. Additionally, we submit that the Company is not engaged in the real estate business and that most of the properties that would be impacted by the Proposal are location sites for Company testing facilities, which the Company believes would severely limit the ability of an independent advisor or consultant to provide a meaningful evaluation as to whether or not it is in the best interests of the Company and its shareholders to "keep, sell, subdivide" a specific property. Therefore, the decision to engage an independent advisor or consultant to evaluate whether or not to "keep, sell, subdivide" certain of the Company's properties, should be the responsibility of the Company's management and the Board of Directors, after consideration of all relevant factors. If shareholders do not agree with decisions made by management or the Board of Directors, we respectfully submit that all shareholders have the opportunity to vote against any director-nominee presented in the Company's 2006 proxy materials (or any future proxy materials) or to sell their shares of the Company's stock on the open market.

With respect to the point that shareholders have the ability to sell their shares of the Company's stock on the open market, the Company's stock has performed well in the past. We refer the Staff to the Company's performance chart that appeared in its 2005 proxy materials: |[NCCDEF,12] |[UCA1] |[TDC1,MP1,QL,VU] |[TCC1,M'000.00',QC,VU] |[TCC1,M'000.00',QC,VU] |[TCC1,M'000.00',QC,VU] |[TCC1,M'000.00',QC,VU] |[TCC1,M'000.00',QC,VU] |[TCC1,M'000.00',QC,VU] |[XT] |[ST]|[LC5]|[RS3] |[TN2,6]Cumulative Total Return|[QC] |[ST]|[LC1] |[TN2,6]|[TU204] |[ST]|[LC3]|[RS3] |[TA]1/00 |[TA]1/01 |[TA]1/02 |[TA]1/03 |[TA]1/04 |[TA]1/05 |[ST]|[LC1]|[TN1,7]|[TU204] |[ST]|[LC3]|[RS1]NATIONAL TECHNICAL SYSTEMS, INC. |[TA]100.00 |[TA]83.90 |[TA]33.56 |[TA]58.17 |[TA]131.51 |[TA]112.37 |[ST]|[LC1]|[TN1,7]|[TU204] |[ST]|[LC3]RUSSELL 2000 |[TA]100.00 |[TA]103.69 |[TA]99.96 |[TA]78.10 |[TA]123.41 |[TA]134.12 |[ST]|[LC1]|[TN1,7]|[TU204] |[ST]|[LC3]S & P INFORMATION TECHNOLOGY |[TA]100.00 |[TA]75.48 |[TA]48.11 |[TA]29.20 |[TA]45.25 |[TA]42.50 |[ST]|[LC1]|[TN1,7]|[TU204] |[ET]

California General Corporate Law

Furthermore, it is our opinion that such a broad mandate intrudes upon ordinary business matters that are reserved for management and the Board of Directors under applicable corporate law. Pursuant to Section 300 of the California General Corporation Law ("CGCL"), unless otherwise set forth in the articles of incorporation, "the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board." Thus, in the absence of a provision reserving power to the shareholders in the articles of incorporation directing or requiring that shareholders take action, the directors, rather than the shareholders, manage the business and affairs of a California corporation.

For the reasons set forth above, the Company respectfully requests that the Staff confirm that it will not recommend an enforcement action if the Company excludes the Proposal from its 2006 proxy materials. If the Staff disagrees with the Company's conclusion that the Proposal may be so omitted, we request the opportunity to confer with the Staff prior to the issuance of its position.

If you have any questions or need any additional information with regard to the enclosed or the foregoing, please contact the undersigned at (213) 617-5472.

Please indicate your receipt of this letter and the enclosures by signing the enclosed copy of this letter and returning it to the undersigned in the enclosed stamped, self-addressed envelope.

Regards,

/s/

Kristy D. Palmquist, Esq.
for SHEPPARD MULLIN RICHTER & HAMPTON LLP

Enclosures

cc: Lloyd Blonder-National Technical Systems, Inc.

James J. Slaby, Esq.-Sheppard Mullin Richter & Hampton LLP

Alan Zucker- Shareholder and Proponent

[APPENDIX1]
Hi Lloyd

Attached is a shareholder proposal I'd like to submit for the 2006 annual meeting. Please reply to confirm receipt. I can also be reached at 818.889.7300 x124 during the day if you need anything else.

Thanks,

Alan Zucker

[APPENDIX2]
To Corporate Secretary, NTS Corp.

I would like to submit the following shareholder proposals for the 2006 annual meeting and reserve the right to amend or withdraw them as permitted by SEC rules. Please reply to confirm receipt or if you need anything else.

Thank you for your consideration.

Sincerely,

Alan Zucker
altrl@comcast.net
661.254.7530

Background:

NTS Corp. owns significantly valuable real estate assets. Consider the Santa Clarita property alone: parcels in the area have sold for approx. $500,000 per acre. Assume that 1/3 of NTS' 140 acres are unusable and worthless and that the cost to grade and prepare the remaining 100 acres is $100,000 per acre. That's still $40 million. How can the company justify not selling this property or at least discussing its prospects when operating income for the last 4 quarters and 3 years were approx. $4.7 million and $9.5 million respectively? As of this writing, NTS' market cap is approx. $47 million. Add in the value of the Fullerton and Virginia properties and you have to ask how any public company can justify retaining assets worth more than its market cap? Considering the company's past growth, it's impossible that there will be enough growth in the future to render the value of these assets as insignificant. Proceeds from the sale of some of these assets could be used to pay a special dividend to shareholders, purchase another company or repay debt. In the past, questions about this subject during shareholder meetings have been met with hostile and derisive responses. Perhaps this is why the 2005 meeting was held at a location that virtually assured that no outside shareholders would attend despite the additional expenses incurred by the company. While recent changes have produced a more sympathetic management, more transparency is needed. Therefore, here are 2 proposals to this end:

1. Conduct an independent assessment to determine the current market value of all owned properties over 1 acre, income being generated by each property and opinion as to the best use of the property (keep, sell, subdivide). It is to be completed within 90 days of the approval of this proposal and made available to shareholders upon completion.

2. If Proposal #1 is approved, shareholders will vote to keep, sell or follow other recommendations for each property identified. This vote will be conducted within 120 days of the release of the assessment in Proposal #1.

[STAFF REPLY LETTER]

March 20, 2006

Response of the Office of Chief Counsel Division of Corporation Finance

Re: National Technical Systems, Inc. Incoming letter dated February 23, 2006

The proposal requests an independent assessment to determine the market value, income generated and best use of certain properties owned by NTS.

There appears to be some basis for your view that NTS may omit the proposal under rule 14a-8(i)(7), as relating to NTS' ordinary business operations (i.e., decisions concerning the retention or disposition of certain company assets). Accordingly, we will not recommend enforcement action to the Commission if NTS omits the proposal from its proxy materials in reliance on rule 14a-8(i)(7).

Sincerely,

/s/

Geoffrey Ossias
Attorney-Adviser