S-8

As filed with the Securities and Exchange Commission on May 11, 2001.

Registration No. 333-________ 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

RELIABILITY INCORPORATED
(Exact name of registrant as specified in its charter)

Texas    (State or other jurisdiction of    incorporation or organization)	75-0868913 (I.R.S. Employer Identification No.)
16400 Park Row, Houston, Texas (Address of Principal Executive Offices)	77084 (Zip Code)

RELIABILITY INCORPORATED
EMPLOYEE STOCK SAVINGS PLAN AND TRUST
(Full title of the plan)

Max T. Langley
16400 Park Row
Houston, Texas 77084
(Name and address of agent for service)

(281) 492-0550
(Telephone number, including area code, of agent for service)


Copy to:

WINSTEAD SECHREST & MINICK P.C.
910 Travis, Suite 2400
Houston, Texas 77002
Attn: Gail J. McDonald
(713) 650-2744

Calculation of Registration Fee

Title of securities to be registered	Amount to be registered(1)	Proposed maxi-mum offering price per share(2)	Proposed maxi-mum aggregate offering price(2)	Amount of registration fee
Common Stock	500,000 shares	$3.54	$1,770,000.00	$442.50
______ (1) In addition, pursuant to Rule 416 (c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. (2) Computed pursuant to Rule 457(h) and (c) based on the average of the high and low reported sales prices on May 7, 2001.

PART I

Information Required in the Section 10(a) Prospectus

Item 1. Plan Information.

Item 2. Registration Information and Employee Plan Annual Information.

Information required by Part I of Form S-8 to be contained in a prospectus meeting the requirements of Section 10(a) of the Securities Act of 1933 is omitted from this registration statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8.

PART II

Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

The following documents, and all documents subsequently filed by Reliability Incorporated (the "Company" or "registrant") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 or filed by the Reliability Incorporated Employee Stock Savings Plan and Trust (the "Plan") prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and shall be deemed to be a part hereof from the date of the filing of such documents:

1. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (File No. 0-7092);
2. The Plan's Annual Report on Form 11-K for the fiscal year ended December 31, 1999 (File No. 2-83256); and
3. Description of Capital Stock in the Company's Pre-Effective Amendment No. 1 to Form S-1 Registration Statement (File No. 33-63651, Filed October 27, 1995), describing the Company's Common Stock.
4. The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Article 2.02-1 of the Texas Business Corporation Act provides that a corporation may indemnify a director or officer who is, or is threatened to be made, a defendant or respondent in a proceeding because he is or was an officer or director, provided that the director or officer (i) conducted himself in good faith, (ii) reasonably believed (a) in the case of conduct in his official capacity, that his conduct was in the corporation's best interests, and (b) in all other cases, that his conduct was at least not opposed to the corporation's best interests and (iii) in the case of any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. Subject to certain exceptions, a director or officer may not be indemnified if the person is found liable to the corporation or if the person is found liable on the basis

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that he improperly received a personal benefit. Under Texas law, reasonable expenses incurred by a director or officer may be paid or reimbursed by the corporation in advance of a final disposition of the proceeding after the corporation receives a written affirmation by the director or officer of his good faith belief that he has met the standard of conduct necessary for indemnification and a written undertaking by or on behalf of the director or officer to repay to the corporation such expenses if it is ultimately determined that the director or officer is not entitled to indemnification by the corporation. Texas law requires a corporation to indemnify an officer or director against reasonable expenses incurred in connection with a proceeding in which he is named a defendant or respondent because he is or was a director or officer if he is wholly successful in defense of the proceeding.

Texas law also permits a corporation to purchase and maintain insurance or another arrangement on behalf of any person who is or was a director or officer against any liability asserted against him and incurred by him in such a capacity or arising out of his status as such a person, whether or not the corporation would have the power to indemnify him against that liability under Article 2.02-1.

The Company's Bylaws, as amended, provide for the indemnification of its officers and directors, and the advancement to them of expenses in connection with proceedings and claims, to the fullest extent permitted under the Texas Business Corporation Act.

The above discussion of Article 2.02-1 of the Texas Business Corporation Act and of the Company's Bylaws is not intended to be exhaustive and is respectively qualified in its entirety by such statute and the Bylaws.

Item 7. Exemptions from Registration Claimed.

Not applicable.

Item 8. Exhibits

Exhibit Number and Description

(4) Instruments defining the rights of security holders, including indentures

4.1 Specimen Stock Certificate.

(5) Opinion re legality

5.1 Opinion of Winstead, Sechrest & Minick P.C.

5.2 Copy of Internal Revenue Service ("IRS") determination letter dated January 17, 1997 that the Plan is qualified under Section 401 of the Internal Revenue Code. The registrant will submit any amendment to the Plan to the IRS in a timely manner and will make any changes required by the IRS in order to qualify the Plan.

(23) Consents of experts and counsel

23.1 Consent of Winstead Sechrest & Minick P.C. (included in its opinion filed as Exhibit 5.1).

23.2 Consent of Ernst & Young LLP.

(24) Power of attorney (included on the signature page hereof)

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Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

1. to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
2. to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; and
3. to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

provided, however, that paragraphs (a)(1)(i) and (a) (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference to this registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) and 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

1. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant, will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on May 11, 2001.

RELIABILITY INCORPORATED

By: /s/ Larry Edwards
Larry Edwards, President and
Chief Executive Officer

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POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Larry Edwards, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and to perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Larry Edwards Larry Edwards	Chairman of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer)	May 11, 2001
/s/ Max T. Langley Max T. Langley	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	May 11, 2001
/s/ W. L. Hampton W.L. Hampton	Director	May 11, 2001
/s/ John R. Howard John R. Howard	Director	May 11, 2001
/s/ Thomas L. Langford Thomas L. Langford	Director	May 11, 2001
/s/ Philip Uhrhan Philip Uhrhan	Director	May 11, 2001

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SIGNATURES

The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustee (or other persons who administer the employee benefit plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on May 11, 2001.

Reliability Incorporated Employee Stock
Savings Plan and Trust Administrative Committee
(Plan Administrator)


By: /s/ Max T. Langley
     Max T. Langley
     Administrative Committee Member

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Exhibit List

Exhibit

(4) Instruments defining the rights of security holders, including indentures

4.1 Specimen Stock Certificate.

(5) Opinion re legality

5.1 Opinion of Winstead Sechrest & Minick P.C.

5.2 Copy of Internal Revenue Service ("IRS") determination letter dated January 17, 1997 that the Plan is qualified under Section 401 of the Internal Revenue Code. The registrant will submit any amendment to the Plan to the IRS in a timely manner and will make any changes required by the IRS in order to qualify the Plan.

(23) Consents of experts and counsel

23.1 Consent of Winstead Sechrest & Minick P.C. (included in its opinion filed as Exhibit 5.1).

23.2 Consent of Ernst & Young LLP.

(24) Power of attorney (included on the signature page hereof)

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EX-4

RELIABILITY INCORPORATED
EXHIBIT 4.1

The following information is printed in "landscape" orientation on the certificate:

NUMBER HU	Reliability logo Reliability Incorporated	SHARES
THIS CERTIFICATE IS TRANSFERABLE IN CHICAGO, IL OR NEW YORK, NY	INCORPORATED UNDER THE LAWS OF THE STATE OF TEXAS	SEE REVERSE SIDE FOR DENIAL OF PREEMPTIVE RIGHTS CUSIP 7599033 10 7

THIS CERTIFIES THAT		The following is typed vertically along the right side of the certificate:
		COUNTERSIGNED AND REGISTERED: COMPUTERSAHRE INVESTOR SERVICES LLC. TRANSFER AGENT AND REGISTRAR BY:
		AUTHORIZED SIGNATURE
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES WITHOUT PAR VALUE OF THE COMMON STOCK OF RELIABILITY INCORPORATED
transferable on the books of the Corporation by the holder hereof in person or by a duly authorized attorney, upon surrender of this Certificate properly endorsed.      This certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.
Dated:
/s/ Max T. Langley	Image of Company seal		/s/ Larry Edwards
Secretary			President

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DENIAL OF PREEMPTIVE RIGHTS

No holder of shares of the Corporation shall have any preemptive right to acquire additional shares, unissued shares or treasury shares of the Corporation, or securities of the Corporation convertible into or carrying a right to subscribe to or acquire shares.

The following abbreviations, when used in the inscription on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM - as tenants in common	UNIF GIFT MIN ACT -	_________Custodian_______
TEN ENT - as tenants by the entireties		(Cust)                        (Minor)
JT TEN - as joint tenants with right of                 survivorship and not as tenants                 in common		under Uniform Gifts to Minors Act ____________           (State)
Additional abbreviations may also be used though not in the above list

For Value Received, ______________hereby sell, assign and transfer unto

Please insert social security or other
identifying number of assignee
_____________________________

______________________________________________________________________________________

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

__________________________________________________________________________________

________________________________________________________________________________Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint

_________________________________________, Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

Dated_____________________
	X_________________________________                          (SIGNATURE)
NOTICE:                           THE SIGNATURE(S) TO THIS ASSIGMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.	X_________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM PURSUANT TO S.E.C. RULE 17Ad-15

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EX-5

RELIABILITY INCORPORATED
EXHIBIT 5.1

WINSTEAD SECHREST & MINICK P.C.
Attorneys and Counselors
2400 Bank One Center
910 Travis Street
Houston, Texas 77002



May 10, 2001



Reliability Incorporated
16400 Park Row
Houston, Texas 77084

Re: Registration of 500,000 shares of Common Stock of Reliability Incorporated pursuant to the Reliability Incorporated Employee Stock Savings Plan

Gentlemen:

We have acted as legal counsel for Reliability Incorporated, a Texas corporation ("Company"), in connection with the offer to eligible employees of the Company and its subsidiaries of up to 500,000 shares of the Company's common stock, no par value per share ("Common Stock"), issuable pursuant to the Reliability Incorporated Employee Stock Savings Plan (the "Plan").

We have made such inquiries and examined such documents as we have considered necessary or appropriate for the purposes of giving the opinion hereinafter set forth, including the examination of executed or conformed counterparts, or copies certified or otherwise proved to our satisfaction of the following:

1. the Articles of Incorporation, as amended, of the Company as filed with the Secretary of State of Texas;
2. the Amended and Restated Bylaws of the Company as of the date of this opinion;
3. the Company's Registration Statement on Form S-8, covering Common Stock issuable pursuant to the Plan, to be filed with the Securities and Exchange Commission on or about May 11, 2001 ("Registration Statement");
4. the Plan;

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Reliability Incorporated
May 10, 2001
Page 2

5. resolutions of the Board of Directors approving the registration of the shares; and
6. such other documents, corporate records, certificates and instruments as we have deemed necessary or appropriate for the purpose of this opinion.

We have assumed the genuineness and authenticity of all signatures on all original documents, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies and the due authorization, execution, delivery or recordation of all documents where due authorization, execution or recordation are prerequisites to the effectiveness thereof.

Based upon the foregoing, and having regard for such legal considerations as we deem relevant, we are of the opinion that:

The Common Stock covered by the Registration Statement has been duly authorized and when issued and sold in accordance with the Plan will be legally issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement.

Very truly yours,

/s/ Winstead Sechrest & Minick P.C.
WINSTEAD SECHREST & MINICK P.C.

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EX-5

RELIABILITY INCORPORATED EXHIBIT 5.2
Internal Revenue Service District Director 1100 Commerce Street Dallas, TX 75242	Department of the Treasury
Date: January 17, 1997	Employer Identification Number:      75-0868913 File Folder Number:      760009449
Reliability Incorporated 16400 Park Row Houston, TX 77084	Person to Contact:      Customer Service Division Contact Telephone Number:      (800) 829-1040 Plan Name:   RELIABILITY INCORPORATED EMPLOYEE   STOCK SAVINGS PLAN AND TRUST Plan Number: 001

Dear Applicant:

We have made a favorable determination on your plan, identified above, based on the information supplied. Please keep this letter in your permanent records.

Continued qualification of the plan under its present form will depend on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax Regulations.) We will review the status of the plan in operation periodically.

The enclosed document explains the significance of this favorable determination letter, points out some features that may affect the qualified status of your employee retirement plan, and provides information on the reporting requirements for your plan. It also describes some events that automatically nullify it. It is very important that you read the publication.

This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination letter regarding the effect of other federal or local statutes.

This plan satisfies the nondiscrimination in amount requirement of section 1.401(a) (4)-1(b)(2) of the regulations on the basis of a design-based safe harbor described in the regulations.

This letter is issued under Rev. Proc. 93-39 and considers the amendment required by the Tax Reform Act of 1986 except as otherwise specified in this letter.

Letter 835(DO/CG)

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Reliability Incorporated

This plan satisfies the nondiscriminatory current availability requirements of section 1.401(a)(4)-4(b) of the regulations with respect to those benefits, rights, and features that are currently available to all employees in the plan's coverage group. For this purpose, the plan's coverage group consists of those employees treated as currently benefiting for purposes of demonstrating that the plan satisfies the minimum coverage requirements of section 410(b) of the Code.

This letter may not be relied upon with respect to whether the plan satisfies the qualification requirements as amended by the Uruguay Round Agreements Act, Pub. L. 103-465.

The information on the enclosed addendum is an integral part of this determination. Please be sure to read and keep it with this letter.

We have sent a copy of this letter to your representative as indicated in the power of attorney.

If you have questions concerning this matter, please contact the person whose name and telephone number are shown above.

	Sincerely yours, /S/ Bobby E. Scott Bobby E. Scott District Director
Enclosures: Publication 794 Reporting & Disclosure Guide   for Employee Benefit Plans Addendum

This determination letter is applicable for the amendments adopted on April 3, 1995, February 28, 1996 and December 4, 1996.

Letter 835 (DO/CG)

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EX-23

RELIABILITY INCORPORATED

Exhibit 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference to our reports (a) dated January 26, 2001, with respect to the consolidated financial statements and schedule of Reliability Incorporated included in its Annual Report (Form 10-K) for the year ended December 31, 2000 and (b) dated May 20, 2000, with respect to the financial statements of the Reliability Incorporated Employee Stock Savings Plan and Trust included in the Plan's Annual Report (Form 11-K) for the year ended December 31, 1999, both filed with the Securities and Exchange Commission in the Registration Statement (Form S-8) registering 500,000 shares of Reliability Incorporated common stock pertaining to the Reliability Incorporated Employee Stock Savings Plan and Trust.

	BY /s/ERNST & YOUNG LLP
Houston, Texas May 10, 2001

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