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)
  
                              October 13, 1998
  
  
                            COMPTEK RESEARCH, INC.
              (Exact Name of Registrant as Specified in Charter)
            
        New York               1-8502              16-0959023
  ------------------       -----------------    --------------------
    (State of Other        (Commission File      (IRS Employer 
    Jurisdiction of         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)
  
  <PAGE 1>
  
  Item 5.   OTHER EVENTS
  
            On  October 13, 1998, the Registrant signed a Letter of Intent
            to   acquire  the  business  operations,  assets  and  related
            liabilities of Amherst Systems, Inc., a privately-held company
            headquartered  in Williamsville, New York, for an  undisclosed
            purchase  price.  The acquisition is subject to the completion
            of  due  diligence,  the  signing  of  a  definitive  purchase
            agreement,   the   obtaining  of  financing,   and   customary
            regulatory approvals.
  
            Amherst  Systems produces leading-edge products for simulation
            and  evaluation  of  the electronic combat  environment.   Its
            primary  customer  group is the United  States  Department  of
            Defense and related departments and agencies.
  
            A  copy  of  the Registrant's October 14, 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.
  
  
            (a)  Financial Statements.  N/A
  
            (b)  Pro Forma Financial Information.  N/A
  
            (c)  Exhibits.  News Release dated October 14, 1998, regarding
            Letter of Intent to acquire the business operations of Amherst
            Systems, 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, INC.
  Date:   October 16,1998               By: /s/ John J. Sciuto
                                            John J. Sciuto
                                            Chairman, President and CEO
  <PAGE 2>
  
                                 Exhibit 99
                                      
  <PAGE 3>                                    
  
  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 AMHERST SYSTEMS
                              ________________
  
   Transaction Expected to Increase Annual Revenues By $35 to $40 Million,
                      Have Positive Impact on Earnings
  
  Fiscal Second Quarter Results to be Released on Tuesday, October 20, 1998
  
  
  October 14, 1998, Buffalo, New York -- Comptek Research, Inc. (AMEX:CTK)
  has signed a Letter of Intent to acquire the business operations, assets
  and related liabilities of Amherst Systems, Inc. for an undisclosed
  purchase price.  The transaction is subject to the completion of due
  diligence, the signing of a definitive purchase agreement, the obtaining
  of financing, and customary regulatory approvals.
  
  Amherst Systems, Inc., is a privately-held company, headquartered in
  Buffalo, New York, with annualized sales of approximately $35 million.
  Amherst Systems produces leading-edge products for simulation and
  evaluation of the electronic combat environment.  The company is
  currently a major subcontractor on the U.S. Air Force's  F-22 Aircraft
  program .  Amherst Systems was founded in 1975 and is well known in the
  electronic combat community for its design and development of high-
  quality, reliable hardware and software, and innovative processor
  architectures to solve real-time application problems.
  
  Comptek Research, Inc., with several 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 reported annual sales of $72 million
  and record net income of $2.7 million for its fiscal year ended March
  31, 1998.  As a result of its acquisition of PRB Associates, Inc.,
  completed in May 1998, annual sales for the current fiscal year ending
  March 31, 1999, are expected to exceed $100 million.  The planned
  acquisition of Amherst Systems is expected to contribute to both sales
  and earnings during the last quarter of Comptek's current fiscal year.
  
  John J. Sciuto, Comptek's Chairman, President and Chief Executive
  Officer, commented that, "The acquisition of Amherst Systems is a most
  significant strategic step in achieving Comptek's well advertised
  "Vision 2000" objective of market leadership in select defense-related
  markets.  We expect to accomplish our strategic goals through a
  combination of systematically chosen internal growth initiatives and
  select key acquisitions -- all intended to establish Comptek as an
  industry leader in the global electronic defense market."
  
  "The fit between Comptek and Amherst is extraordinary and should
  represent enhanced career opportunities for the employees of both
  companies, as well as substantial long-term shareholder value for the
  shareholders of Comptek Research, Inc.," Mr. Sciuto added.
  
  
  Comptek also announced that it expects to report financial results on
  October 20, 1998, for its second fiscal quarter ended September 25,
  1998.
  
  <PAGE 4>
  
  This news release contains forward-looking statements about Comptek's
  current expectations for future sales and earnings based on current
  business conditions and the anticipated acquisition of Amherst Systems.
  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 Amherst Systems'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 the business operations and assets of
  Amherst Systems without adversely affecting Comptek's financial
  condition.  Other risks and uncertainties are described in Comptek's
  1998 Form 10-K Annual Report filed with the Securities and Exchange
  Commission.
  
  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.
  
  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-
  
  <PAGE 5>
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 8050}]
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": "98729332"}, "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)
  
                              October 13, 1998
  
                            COMPTEK RESEARCH, INC.
              (Exact Name of Registrant as Specified in Charter)
            
        New York               1-8502              16-0959023
  ------------------       -----------------    --------------------
    (State of Other        (Commission File      (IRS Employer 
    Jurisdiction of         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  October 13, 1998, the Registrant signed a Letter of Intent
            to   acquire  the  business  operations,  assets  and  related
            liabilities of Amherst Systems, Inc., a privately-held company
            headquartered  in Williamsville, New York, for an  undisclosed
            purchase  price.  The acquisition is subject to the completion
            of  due  diligence,  the  signing  of  a  definitive  purchase
            agreement,   the   obtaining  of  financing,   and   customary
            regulatory approvals.
  
            Amherst  Systems produces leading-edge products for simulation
            and  evaluation  of  the electronic combat  environment.   Its
            primary  customer  group is the United  States  Department  of
            Defense and related departments and agencies.
  
            A  copy  of  the Registrant's October 14, 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.
  
            (a)  Financial Statements.  N/A
  
            (b)  Pro Forma Financial Information.  N/A
  
            (c)  Exhibits.  News Release dated October 14, 1998, regarding
            Letter of Intent to acquire the business operations of Amherst
            Systems, 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, INC.
  Date:   October 16,1998               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 AMHERST SYSTEMS
                              ________________
  
   Transaction Expected to Increase Annual Revenues By $35 to $40 Million,
                      Have Positive Impact on Earnings
  
  Fiscal Second Quarter Results to be Released on Tuesday, October 20, 1998
  
  October 14, 1998, Buffalo, New York -- Comptek Research, Inc. (AMEX:CTK)
  has signed a Letter of Intent to acquire the business operations, assets
  and related liabilities of Amherst Systems, Inc. for an undisclosed
  purchase price.  The transaction is subject to the completion of due
  diligence, the signing of a definitive purchase agreement, the obtaining
  of financing, and customary regulatory approvals.
  
  Amherst Systems, Inc., is a privately-held company, headquartered in
  Buffalo, New York, with annualized sales of approximately $35 million.
  Amherst Systems produces leading-edge products for simulation and
  evaluation of the electronic combat environment.  The company is
  currently a major subcontractor on the U.S. Air Force's  F-22 Aircraft
  program .  Amherst Systems was founded in 1975 and is well known in the
  electronic combat community for its design and development of high-
  quality, reliable hardware and software, and innovative processor
  architectures to solve real-time application problems.
  
  Comptek Research, Inc., with several 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 reported annual sales of $72 million
  and record net income of $2.7 million for its fiscal year ended March
  31, 1998.  As a result of its acquisition of PRB Associates, Inc.,
  completed in May 1998, annual sales for the current fiscal year ending
  March 31, 1999, are expected to exceed $100 million.  The planned
  acquisition of Amherst Systems is expected to contribute to both sales
  and earnings during the last quarter of Comptek's current fiscal year.
  
  John J. Sciuto, Comptek's Chairman, President and Chief Executive
  Officer, commented that, "The acquisition of Amherst Systems is a most
  significant strategic step in achieving Comptek's well advertised
  "Vision 2000" objective of market leadership in select defense-related
  markets.  We expect to accomplish our strategic goals through a
  combination of systematically chosen internal growth initiatives and
  select key acquisitions -- all intended to establish Comptek as an
  industry leader in the global electronic defense market."
  
  "The fit between Comptek and Amherst is extraordinary and should
  represent enhanced career opportunities for the employees of both
  companies, as well as substantial long-term shareholder value for the
  shareholders of Comptek Research, Inc.," Mr. Sciuto added.
  
  Comptek also announced that it expects to report financial results on
  October 20, 1998, for its second fiscal quarter ended September 25,
  1998.
  This news release contains forward-looking statements about Comptek's
  current expectations for future sales and earnings based on current
  business conditions and the anticipated acquisition of Amherst Systems.
  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 Amherst Systems'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 the business operations and assets of
  Amherst Systems without adversely affecting Comptek's financial
  condition.  Other risks and uncertainties are described in Comptek's
  1998 Form 10-K Annual Report filed with the Securities and Exchange
  Commission.
  
  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.
  
  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-