Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
REACH BRIAN L
   2. Issuer Name and Ticker or Trading Symbol
Henry Bros. Electronics, Inc. [HBE] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Pres., COO & Secr.
(Last)
(First)
(Middle)
C/O HENRY BROS. ELECTRONICS, INC., 17-01 POLLITT DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
12/15/2010
(Street)

FAIR LAWN, NJ 07410		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/15/2010   D   172,000 D $ 8.2 (1) 0 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (Right to Buy) $ 3.71 12/15/2010   D     10,000   (2) 05/31/2012 Common Stock 10,000 (2) 0 D  
Option (Right to Buy) $ 3.85 12/15/2010   D     100,000   (3) 06/23/2016 Common Stock 100,000 (3) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
REACH BRIAN L
C/O HENRY BROS. ELECTRONICS, INC.
17-01 POLLITT DRIVE
FAIR LAWN, NJ 07410		   X     Pres., COO & Secr.  

Signatures

 /s/ Brian L. Reach   12/17/2010
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Disposed of pursuant to that certain Agreement and Plan of Merger, dated as of October 5, 2010, by and among Kratos Defense & Security Solutions, Inc., a Delaware corporation, Hammer Acquisition Inc., a Delaware corporation and the Issuer, as amended, whereby holders of the Issuer's common stock are entitled to receive $8.20 per share, without interest, for each share of common stock they hold.
(2) This option, which does not vest until May 31, 2011, was assumed by Kratos and converted into an option to purchase a number of shares of Kratos's common stock equal to the product (rounded down to the nearest whole share) of (a) the number of shares of the Issuer's common stock that could be purchased under the assumed option multiplied (b) by 0.7715. The assumed option will otherwise have the same terms as in effect prior to the conversion, except that (i) it will be denominated in Kratos's common stock and (ii) the per share exercise price of such option shall be adjusted by dividing its exercise price by 0.7715.
(3) This option, which fully vested upon the change in control of the Issuer triggered by the merger, was assumed by Kratos and converted into an option to purchase a number of shares Kratos's common stock equal to the product (rounded down to the nearest whole share) of (a) the number of shares of the Issuer's common stock that could be purchased under the assumed option multiplied (b) by 0.7715. The assumed option will otherwise have the same terms as in effect prior to the conversion, except that (i) it will be denominated in Kratos's common stock and (ii) the per share exercise price of such option shall be adjusted by dividing its exercise price by 0.7715.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.