content: SECURITIES AND EXCHANGE COMMISSION
  
                        WASHINGTON, DC  20549
                             __________
  
                              FORM 8-K
  
                           CURRENT REPORT
  
               Pursuant to Section 13 or 15(d) of the
                   Securities Exchange Act of 1934
  
          Date of Report (Date of earliest event reported)
  
                           March 17, 1998
  
  
                        COMPTEK RESEARCH, INC.
  ___________________________________________________________
     (Exact Name of Registrant as Specified in Charter)
            
        New York            1-8502              16-0959023
  ____________________  _______________    ____________________
                            
     (State of Other      (Commission         (IRS Employer
     Jurisdiction of     File Number)      Identification No.)
     Incorporation)                                  
  
   2732 Transit Road, Buffalo, New York             14224-2523
  ________________________________________     __________________
  (Address of Principal Executive Offices)          (Zip Code)
  
  Registrant's telephone number,          
  including area code:                           (716) 677-4070
                                               ___________________
  
  
                             Not Applicable
  ______________________________________________________________
  (Former Name or Former Address, if Changed Since Last Year)
  
  Item 5.   OTHER EVENTS
  
            On  March  17, 1998, the registrant signed a Letter  of
            Intent to acquire all of the outstanding shares of  PRB
            Associates,  Inc.  ("PRB"),  a  privately-held  company
            headquartered  in Hollywood, Maryland, for  cash.   The
            acquisition  is  subject  to  the  completion  of   due
            diligence  by  the  Registrant and  the  signing  of  a
            detailed acquisition agreement.  The Registrant intends
            to  finance  the  acquisition  with  conventional  bank
            borrowings secured by the assets of the Registrant  and
            PRB,  or  a combination of conventional bank borrowings
            and  subordinated  debt.  The Registrant  is  currently
            negotiating with potential lenders.
  
            PRB  is  a leader in military mission planning  systems
            supplied  primarily to the U.S. Air Force and the  U.S.
            Navy.    PRB  currently  has  annualized  revenues   of
            approximately $30 million.
  
            A copy of the registrant's March 17, 1998, news release
            regarding  the  signing  of the  Letter  of  Intent  is
            attached as an exhibit to this report.
  
  Item 7.   FINANCIAL  STATEMENTS, PRO FORMA FINANCIAL  INFORMATION
            AND EXHIBITS.
  
            99 (a)    News Release dated March 17, 1998, regarding
                      Letter of Intent to acquire PRB Associates,
                      Inc.
  
  
                             SIGNATURES
  
  Pursuant  to the requirements of the Securities Exchange  Act  of
  1934, the registrant has duly caused this report to be signed  on
  its behalf by the undersigned hereunto duly authorized.
  
  
                                         COMPTEK RESEARCH
  
  Date:   March 19, 1998                 By:  /s/ John J. Sciuto
          ________________               ___________________________
                                         John J.Sciuto
                                         Chairman, President and CEO
  
  
  
  
                             Exhibit 99
  
  
  
  FOR IMMEDIATE RELEASE
  
  Contact:  Christopher A. Head                Internet Address:
            Executive Vice President           www.comptek.com
            Comptek Research, Inc.
            716-677-4070
  
  
  COMPTEK ANNOUNCES LETTER OF INTENT TO ACQUIRE PRB ASSOCIATES, INC.
                          ________________
  
       Transaction to Increase Annual Revenues by $30 Million,
           And Have Immediate Positive Impact on Earnings
  
  Buffalo,  New  York-(March  17,  1998)  Comptek  Research,   Inc.
  (AMEX:CTK)  has signed a Letter of Intent to acquire all  of  the
  stock  of  PRB Associates, Inc., for an undisclosed cash purchase
  price.   The  transaction is subject to  the  completion  of  due
  diligence and the signing of a detailed Stock Purchase Agreement.
  
  PRB  Associates, Inc., is a privately held company, headquartered
  in  Hollywood,  Maryland, with annualized sales of  approximately
  $30  million.  The company is recognized as a leader in  military
  mission  planning  systems  which are used  to  automate  complex
  planning functions for routing, fuel, ordinance, and tactics  for
  the  most advanced aircraft and weapons in the world.  In today's
  high-tech  military,  such  systems  are  an  essential  part  of
  virtually every high-tech tactical weapons targeting and delivery
  system.   Over  its twenty year history, PRB has diversified  its
  business  base to also include significant market  share  in  the
  Command and Control and Intelligence Processing sectors.
  
  Comptek Research, Inc., with offices and subsidiary locations  in
  the  United  States, is a domestic and international supplier  of
  technically advanced electronics and data communications  systems
  to  government and industry.   Comptek for the first nine  months
  of  its  fiscal year ended December 26, 1997, reported  sales  of
  $52.8  million.   Annual sales for the full  fiscal  year  ending
  March 31, 1998, are currently anticipated to be approximately $72
  million.   For  the  first three quarters  of  its  fiscal  year,
  Comptek reported earnings per share of $0.35 (diluted), or  $0.36
  (basic),  versus  $0.28 (diluted and basic)  for  the  comparable
  period the previous year.
  
  John  Sciuto, Chairman, President and Chief Executive Officer  of
  Comptek,  said, "Both Comptek and PRB are already market  leaders
  in niche, high-tech segments of the defense electronics industry.
  The  merging  of  these  two well-established  companies  creates
  formidable  market  leadership  positions  for  Comptek  in   the
  tactical  military  mission planning and  operational  electronic
  warfare  software  markets.  This  combination  will  also   open
  additional  career  opportunities  for  the  eight  hundred  plus
  managers and employees of both companies."
  
  "The  acquisition of PRB is expected to fuel Comptek's growth  to
  well  over  $100 million in annual sales for its new fiscal  year
  that  begins  on April 1, 1998, and, consistent with  our  stated
  acquisition criteria, is expected to be accretive to earnings per
  share from day one."
  
  Larry  Schadegg, Chairman and President of PRB Associates,  Inc.,
  stated, "I see this transaction as an important next step in  the
  natural growth of PRB.  The broader market penetration and access
  to  capital  markets is sure to increase the momentum behind  our
  original  corporate vision.  Our efficient engineering  processes
  should  increase Comptek's already strong competitive  advantage.
  This team will be hard to beat."
  
  Mr.  Schadegg  added,  "Because Comptek and PRB  complement  each
  other  so  well,  we will be able to merge without  significantly
  changing  the culture and philosophy on which PRB was built.   My
  partners  and  I considered this to be a key ingredient  in  this
  transaction."
  
  This  news  release  contains  forward-looking  statements  about
  Comptek's  current  expectations for future  sales  and  earnings
  based on current business conditions.  Forward-looking statements
  are  subject  to risks and uncertainties that could cause  actual
  results  to  differ  materially.  These risks  and  uncertainties
  include  Comptek's and PRB's dependence on continued  funding  of
  U.S.  Department of Defense programs.  Some additional risks  and
  uncertainties, among others, that also need to be considered are:
  the  likelihood that actual future revenues that are realized may
  differ  from  those  inferred from existing  total  backlog;  the
  ability to expand sales in international markets; and the ability
  to  complete  the   acquisition of PRB Associates,  Inc.  without
  adversely  affecting Comptek's financial condition.  Other  risks
  and  uncertainties  are  described in Comptek's  1997  Form  10-K
  Annual Report filed with the Securities and Exchange Commission.
  
  Note:      Today's news release and Comptek's news  releases  for
  the    past    year   are   available   on   the   Internet    at
  http://www.cfonews.com under the heading "Company  News,  Comptek
  Research."    Additional  information  about  Comptek   is   also
  available at http://www.comptek.com.
                                  
                                -30-
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metadata_filer: {"company-data": {"conformed-name": "COMPTEK RESEARCH INC/NY", "cik": "0000720031", "assigned-sic": "7371", "irs-number": "160959023", "state-of-incorporation": "NY", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-08502", "film-number": "98569640"}, "business-address": {"street1": "2732 TRANSIT RD", "city": "BUFFALO", "state": "NY", "zip": "14224-2523", "phone": "7166774070"}, "mail-address": {"street1": "2732 TRANSIT RD", "city": "BUFFALO", "state": "NY", "zip": "14224-2523"}}
text: SECURITIES AND EXCHANGE COMMISSION
  
                        WASHINGTON, DC  20549
                             __________
  
                              FORM 8-K
  
                           CURRENT REPORT
  
               Pursuant to Section 13 or 15(d) of the
                   Securities Exchange Act of 1934
  
          Date of Report (Date of earliest event reported)
  
                           March 17, 1998
  
                        COMPTEK RESEARCH, INC.
  ___________________________________________________________
     (Exact Name of Registrant as Specified in Charter)
            
        New York            1-8502              16-0959023
  ____________________  _______________    ____________________
                            
     (State of Other      (Commission         (IRS Employer
     Jurisdiction of     File Number)      Identification No.)
     Incorporation)                                  
  
   2732 Transit Road, Buffalo, New York             14224-2523
  ________________________________________     __________________
  (Address of Principal Executive Offices)          (Zip Code)
  
  Registrant's telephone number,          
  including area code:                           (716) 677-4070
                                               ___________________
  
                             Not Applicable
  ______________________________________________________________
  (Former Name or Former Address, if Changed Since Last Year)
  
  Item 5.   OTHER EVENTS
  
            On  March  17, 1998, the registrant signed a Letter  of
            Intent to acquire all of the outstanding shares of  PRB
            Associates,  Inc.  ("PRB"),  a  privately-held  company
            headquartered  in Hollywood, Maryland, for  cash.   The
            acquisition  is  subject  to  the  completion  of   due
            diligence  by  the  Registrant and  the  signing  of  a
            detailed acquisition agreement.  The Registrant intends
            to  finance  the  acquisition  with  conventional  bank
            borrowings secured by the assets of the Registrant  and
            PRB,  or  a combination of conventional bank borrowings
            and  subordinated  debt.  The Registrant  is  currently
            negotiating with potential lenders.
  
            PRB  is  a leader in military mission planning  systems
            supplied  primarily to the U.S. Air Force and the  U.S.
            Navy.    PRB  currently  has  annualized  revenues   of
            approximately $30 million.
  
            A copy of the registrant's March 17, 1998, news release
            regarding  the  signing  of the  Letter  of  Intent  is
            attached as an exhibit to this report.
  
  Item 7.   FINANCIAL  STATEMENTS, PRO FORMA FINANCIAL  INFORMATION
            AND EXHIBITS.
  
            99 (a)    News Release dated March 17, 1998, regarding
                      Letter of Intent to acquire PRB Associates,
                      Inc.
  
                             SIGNATURES
  
  Pursuant  to the requirements of the Securities Exchange  Act  of
  1934, the registrant has duly caused this report to be signed  on
  its behalf by the undersigned hereunto duly authorized.
  
                                         COMPTEK RESEARCH
  
  Date:   March 19, 1998                 By:  /s/ John J. Sciuto
          ________________               ___________________________
                                         John J.Sciuto
                                         Chairman, President and CEO
  
                             Exhibit 99
  
  FOR IMMEDIATE RELEASE
  
  Contact:  Christopher A. Head                Internet Address:
            Executive Vice President           www.comptek.com
            Comptek Research, Inc.
            716-677-4070
  
  COMPTEK ANNOUNCES LETTER OF INTENT TO ACQUIRE PRB ASSOCIATES, INC.
                          ________________
  
       Transaction to Increase Annual Revenues by $30 Million,
           And Have Immediate Positive Impact on Earnings
  
  Buffalo,  New  York-(March  17,  1998)  Comptek  Research,   Inc.
  (AMEX:CTK)  has signed a Letter of Intent to acquire all  of  the
  stock  of  PRB Associates, Inc., for an undisclosed cash purchase
  price.   The  transaction is subject to  the  completion  of  due
  diligence and the signing of a detailed Stock Purchase Agreement.
  
  PRB  Associates, Inc., is a privately held company, headquartered
  in  Hollywood,  Maryland, with annualized sales of  approximately
  $30  million.  The company is recognized as a leader in  military
  mission  planning  systems  which are used  to  automate  complex
  planning functions for routing, fuel, ordinance, and tactics  for
  the  most advanced aircraft and weapons in the world.  In today's
  high-tech  military,  such  systems  are  an  essential  part  of
  virtually every high-tech tactical weapons targeting and delivery
  system.   Over  its twenty year history, PRB has diversified  its
  business  base to also include significant market  share  in  the
  Command and Control and Intelligence Processing sectors.
  
  Comptek Research, Inc., with offices and subsidiary locations  in
  the  United  States, is a domestic and international supplier  of
  technically advanced electronics and data communications  systems
  to  government and industry.   Comptek for the first nine  months
  of  its  fiscal year ended December 26, 1997, reported  sales  of
  $52.8  million.   Annual sales for the full  fiscal  year  ending
  March 31, 1998, are currently anticipated to be approximately $72
  million.   For  the  first three quarters  of  its  fiscal  year,
  Comptek reported earnings per share of $0.35 (diluted), or  $0.36
  (basic),  versus  $0.28 (diluted and basic)  for  the  comparable
  period the previous year.
  
  John  Sciuto, Chairman, President and Chief Executive Officer  of
  Comptek,  said, "Both Comptek and PRB are already market  leaders
  in niche, high-tech segments of the defense electronics industry.
  The  merging  of  these  two well-established  companies  creates
  formidable  market  leadership  positions  for  Comptek  in   the
  tactical  military  mission planning and  operational  electronic
  warfare  software  markets.  This  combination  will  also   open
  additional  career  opportunities  for  the  eight  hundred  plus
  managers and employees of both companies."
  
  "The  acquisition of PRB is expected to fuel Comptek's growth  to
  well  over  $100 million in annual sales for its new fiscal  year
  that  begins  on April 1, 1998, and, consistent with  our  stated
  acquisition criteria, is expected to be accretive to earnings per
  share from day one."
  
  Larry  Schadegg, Chairman and President of PRB Associates,  Inc.,
  stated, "I see this transaction as an important next step in  the
  natural growth of PRB.  The broader market penetration and access
  to  capital  markets is sure to increase the momentum behind  our
  original  corporate vision.  Our efficient engineering  processes
  should  increase Comptek's already strong competitive  advantage.
  This team will be hard to beat."
  
  Mr.  Schadegg  added,  "Because Comptek and PRB  complement  each
  other  so  well,  we will be able to merge without  significantly
  changing  the culture and philosophy on which PRB was built.   My
  partners  and  I considered this to be a key ingredient  in  this
  transaction."
  
  This  news  release  contains  forward-looking  statements  about
  Comptek's  current  expectations for future  sales  and  earnings
  based on current business conditions.  Forward-looking statements
  are  subject  to risks and uncertainties that could cause  actual
  results  to  differ  materially.  These risks  and  uncertainties
  include  Comptek's and PRB's dependence on continued  funding  of
  U.S.  Department of Defense programs.  Some additional risks  and
  uncertainties, among others, that also need to be considered are:
  the  likelihood that actual future revenues that are realized may
  differ  from  those  inferred from existing  total  backlog;  the
  ability to expand sales in international markets; and the ability
  to  complete  the   acquisition of PRB Associates,  Inc.  without
  adversely  affecting Comptek's financial condition.  Other  risks
  and  uncertainties  are  described in Comptek's  1997  Form  10-K
  Annual Report filed with the Securities and Exchange Commission.
  
  Note:      Today's news release and Comptek's news  releases  for
  the    past    year   are   available   on   the   Internet    at
  http://www.cfonews.com under the heading "Company  News,  Comptek
  Research."    Additional  information  about  Comptek   is   also
  available at http://www.comptek.com.
                                  
                                -30-