SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C.  20549


                             Form S-8

                      REGISTRATION STATEMENT
                               UNDER
                    THE SECURITIES ACT OF 1933


                   Nichols Research Corporation
      ------------------------------------------------------
      (Exact name of Registrant as specified in its charter)


Delaware                                   63-0713665
-------------------------------------------------------------------
(State or other jurisdiction of    (IRS Employer Identification
 incorporation or organization)      No.)


   4040 Memorial Parkway, South, Huntsville, Alabama  35802-1326
-------------------------------------------------------------------
(Address of principal executive offices, including Zip Code)


     Nichols TXEN Corporation 1996 Incentive Stock Option Plan
-------------------------------------------------------------------
                        (Full Title of the Plan)


                          Michael J. Mruz
                   Nichols Research Corporation
                   4040 Memorial Parkway, South
                  Huntsville, Alabama  35802-1326
-------------------------------------------------------------------
                (Name and Address of Agent for Service)


                           (256)883-1140
-------------------------------------------------------------------
   (Telephone Number, including area code, of agent for service)


-------------------------------------------------------------------
The  Registrant  requests  that the Registration  Statement  become
effective  immediately  upon filing pursuant to Securities Act Rule
462.

<PAGE>
                  CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------


Title of                     Proposed
Securities     Amount        Maximum          Proposed Maximum     Amount of
to be          to be         Offering Price   Aggregate            Registration
Registered     Registered    Per Share (1)    Offering Price (1)   Fee
----------     ----------    --------------   ------------------   ------------

Common          37,220        $23.9375          $890,954             $263
Stock,           shares
$.01 par
value(2)


-------------------------------------------------------------------------------

(1) This  calculation, which  is made solely for the purpose of determining the
amount of the registration fee,  is made pursuant to Rule 457 and is based on a
price of $23.9375  per share, the average of the high and low prices of a share
of common stock on July 27, 1998, as reported on the Nasdaq National Market.

(2) Pursuant  to  an  Agreement  of  Merger   dated  August  27,   1997,  among
Registrant, TXEN, Inc. (now known as Nichols TXEN  Corporation  and hereinafter
referred   to   as   "Nichols  TXEN"),  Nichols  SELECT  Corporation,  and  the
shareholders of Nichols  TXEN,  Registrant  assumed, effective as of August 31,
1997, all of the outstanding options to purchase  common  stock of Nichols TXEN
under the Nichols TXEN Corporation 1996 Incentive Stock Option  Plan,  and such
options  became  exercisable  to  purchase shares of Registrant's Common Stock,
with appropriate adjustments to the number of shares and exercise price of each
assumed option.
<PAGE>
                                   PART I

            Information Required in the Section 10(a) Prospectus

Item 1.  PLAN INFORMATION.

This Registration Statement relates  to  the  registration  of 37,220 shares of
$.01  par  value  common  stock  of  Nichols Research Corporation (the  "Common
Stock")  to  be  sold pursuant to the exercise  of  stock  options  granted  to
employees of Nichols  TXEN  Corporation  (formerly  known  as  TXEN,  Inc., and
hereinafter  referred  to as "Nichols TXEN") under the Nichols TXEN Corporation
1996  Incentive Stock Option  Plan  (the  "Plan").   Documents  containing  the
information  specified  in  Part  I  of  Form S-8 promulgated by the Securities
Exchange Commission (the "Commission") will  be  sent  or given to employees as
specified by Commission Rule 428(b).

Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

See response to Item 1 above.

                                   PART II

             Information Required in the Registration Statement

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by Nichols Research Corporation  (the  "Company")
are hereby incorporated by reference as of their respective dates:

1)The Company's Annual Report on Form 10-K for the year ended August 31, 1997,
and the Company's Quarterly Reports on Form 10-Q for the quarters ended November
30, 1997, February 28, 1998, and May 31, 1998.

2)The description of the Company's Common Stock contained in the Company's Form
8-A filed with the Commission on January 14, 1987, as amended by Form 8 filed
with the Commission on August 18, 1989.

3)The Company's  Current Report on Form 8-K dated August 31, 1997, and filed
with the Commission on September 11, 1997, as amended by Form 8-K/A filed with
the Commission on November 10, 1997.

All  documents filed by the Company pursuant to Sections 13(a), 13(c),  14  and
15(d) of the Securities Exchange Act of 1934 after the date hereof and prior to
the filing  of  a  post-effective amendment 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 herein and to be a part
hereof from the date of filing such documents.

Item 4.  DESCRIPTION OF SECURITIES.

Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

The legality of the Common Stock issuable upon the exercise of options  granted
under  the  Plan has been passed upon for the Company by the law firm of Lanier
Ford Shaver &  Payne,  P.C.,  200  West  Court  Square, Suite 5000, Huntsville,
Alabama  35801.  John R. Wynn, a member-stockholder  of  Lanier  Ford  Shaver &
Payne, P.C., is  a  director  of  the  Company.   As  of   July 27, 1998,  four
attorneys of Lanier Ford Shaver & Payne, P.C., including Mr. Wynn, beneficially
owned 23,773 shares of the Company's Common Stock.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145  of the Delaware General Corporation Law permits indemnification by
the Company of  any  director, officer, employee or agent of the Company or any
person who is serving  or  was  serving at the Company's request as a director,
officer, employee or agent of another  corporation or other enterprise, against
expenses (including attorneys' fees), judgments,  fines  and  amounts  paid  in
settlement,  actually  and  reasonably  incurred  by him in connection with the
defense  of  any  threatened,  pending  or  completed  action  (whether  civil,
criminal, administrative or investigative), to which he is or may be a party by
reason of having been such director, officer, employee or  agent, provided that
he acted in good faith and in a manner he reasonably believed  to  be in or not
opposed to the best interests of the Company, and, with respect to any criminal
action  or  proceeding,  had  no  reasonable  cause to believe his conduct  was
unlawful.   The  Company  also has the power under  Section  145  to  indemnify
persons set forth above from  threatened, pending or completed actions or suits
by or in the right of the Company  to procure a judgment in its favor by reason
of the fact that such person was a director,  officer, employee or agent of the
Company  or is or was serving at the request of  the  Company  as  a  director,
officer, employee  or  agent  of  another  corporation  or  enterprise  against
expenses actually and reasonably incurred by him in connection with the defense
or  settlement  of  the  action  if  he  acted in good faith and in a manner he
reasonably  believed to be in or not opposed  to  the  best  interests  of  the
Company, except  that  no indemnification can be made with regard to any claim,
issue or matter as to which  the  person  has  been  adjudged  to be liable for
negligence  or misconduct in the performance of his duty to the Company  unless
and only to the  extent  that  the  Delaware  Court of Chancery or the court in
which  the  action  was  brought  determines that the  person  was  fairly  and
reasonably entitled to indemnity.   Any  indemnification  (unless  ordered by a
court) must be made by the Company only as authorized in the specific case upon
a   determination   that  indemnification  of  the  person  is  proper  in  the
circumstances because  he  has  met  the  applicable standards of conduct.  The
determination must be made by the Board of  Directors  by  a majority vote of a
quorum  consisting  of  directors who are not parties to the action,  or  if  a
quorum is not obtainable  or,  even  if  obtainable,  a quorum of disinterested
directors so directs, by independent counsel in a written  opinion,  or  by the
stockholders.   The  Company  may  pay  the expenses of an action in advance of
final disposition if authorized by the Board  of  Directors in a specific case,
upon receipt of an undertaking by the person to be  indemnified  to  repay  any
such  advances  unless  it  shall  ultimately be determined that such person is
entitled to be indemnified by the Company as authorized by law.

Article  Nine of the Company's By-laws  provides  for  indemnification  of  the
Company's  directors,  officers, employees or agents to the extent permitted by
Section 145 of the Delaware  General  Corporation  Law.   Article  Nine  of the
Company's  By-laws  further provides that the Company may purchase and maintain
insurance  on  behalf  of   those  persons  described  above  as  eligible  for
indemnification for liability  arising  out  of  such person's duties or status
with the Company whether or not indemnification in  respect  of  such liability
would be permissible.

The Company has in effect an officers and directors liability insurance  policy
with  Royal  Insurance Company.  The policy provides indemnity to the directors
and officers of  the Company for the loss arising from any claim by reason of a
wrongful act where  there  is  no  corporate  indemnification.   The  insurance
provides  for  the  Company to be reimbursed for any indemnification it may  be
required by statute or  the  Company's  By-laws to make to any of its directors
and officers in connection with a claim by  reason of a wrongful act.  Pursuant
to exclusions, the policy covers negligent acts, errors, omissions or breach of
duty by a director or officer.  The principal  exclusions from coverage include
the following:  (i) claims involving various violations of Section 16(b) of the
Securities Exchange Act of 1934; (ii) dishonest acts; and (iii) libel, slander,
or non-monetary damages.  The policy has no deductible  amount  per director or
officer for each loss.  A $500,000 deductible self-insurance retention  applies
to  the Company.  The limit of liability under the policy is $5,000,000 in  the
aggregate annually in excess of deductibles and participations.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

Item 8.  EXHIBITS.

        Exhibit No.                       Description
        -----------                       -----------

            4                   Nichols TXEN Corporation 1996
                                Incentive Stock Option Plan

            5                   Opinion and Consent of Lanier Ford
                                Shaver & Payne, P.C.

           23.1                 Consent of Ernst & Young, LLP,
                                Independent Auditors

           23.4                 Consent of Lanier Ford Shaver &
                                Payne, P.C. (included in Exhibit 5)

Item 9.  UNDERTAKINGS.

The Company hereby undertakes:

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

     (i)    To  include  any  prospectus  required  by  Section 10(a)(3) of the
            Securities Act of 1933.

     (ii)   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 the registration statement. Notwithstanding the foregoing,
            any increase  or  decrease  in volume of securities offered (if the
            total dollar value of securities  offered  would  not  exceed  that
            which was registered) and any deviation from the low or high end of
            the  estimated  maximum offering range may be reflected in the form
            of prospectus filed with the Commission pursuant to Rule 424(b) if,
            in the aggregate, the changes in volume and price represent no more
            than a 20% change in the maximum aggregate offering price set forth
            in the "Calculation  of  Registration  Fee"  table in the effective
            registration statement.

     (iii)  To include any material information with respect  to  the  plan  of
            distribution   not   previously   disclosed   in  the  registration
            statement  or  any  material  change  to  such information  in  the
            registration statement.

               Provided, however, that paragraphs (1)(i)  and  (1)(ii) above do
     not  apply  if the information required to be included in a post-effective
     amendment by  those  paragraphs is contained in the 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 in the
     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  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.

(4)  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) or Section  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 the registration statement 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
     the initial bona fide offering thereof.

     Insofar  as  indemnification for liabilities arising under the  Securities
Act of 1933 (the "Act") 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 Act  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.


                                 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 Huntsville, State of Alabama, on the
27th day of July, 1998.

                                        NICHOLS RESEARCH CORPORATION

                                            Michael J. Mruz
                                        By:__________________________________
                                             Michael J. Mruz

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


     SIGNATURE                                      TITLE             DATE


Chris H. Horgen
______________________      Chairman of the Board (Principal     July 27, 1998
Chris H. Horgen             Executive Officer)

Michael J. Mruz
______________________      Chief Executive Officer, President,  July 27, 1998
Michael J. Mruz             Chief Operating Officer and Director


______________________      Senior Vice President and Vice-
Roy J. Nichols              Chairman of the Board

Patsy L. Hattox
______________________      Chief Administrative Officer,        July 27, 1998
Patsy L. Hattox             Corporate Vice President, Secretary
                            and Director                        

Roger P. Heinish
______________________      Director                             July 27, 1998
Roger P. Heinish

John R. Wynn
______________________      Director                             July 27, 1998
John R. Wynn
<PAGE>
William E. Odom
______________________      Director                             July 27, 1998
William E. Odom

James R. Thompson, Jr.
______________________      Director                             July 27, 1998
James R. Thompson, Jr.

Phil E. DePoy
______________________      Director                             July 27, 1998
Phil E. DePoy

Thomas L. Patterson
______________________      President of Nichols TXEN            July 27, 1998
Thomas L. Patterson         Corporation and Director

Daniel W. McLaughlin
______________________      Director                             July 27, 1998
Daniel W. McLaughlin


______________________      Director
David Friend

Allen E. Dillard
______________________      Chief Financial Officer and          July 27, 1998
Allen E. Dillard            Treasurer (Principal Financial
                            and Accounting Officer)


<PAGE>

                                 EXHIBIT INDEX


        EXHIBIT NO.                       DESCRIPTION


            4                  Nichols TXEN Corporation 1996
                               Incentive Stock Option Plan

            5                  Opinion and Consent of Lanier Ford
                               Shaver & Payne, P.C.

           23.1                Consent of Ernst & Young, LLP,
                               Independent Auditors

           23.2                Consent of Lanier Ford Shaver &
                               Payne, P.C. (included in Exhibit 5)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19766}]
{"company-data": {"conformed-name": "NICHOLS RESEARCH CORP /AL/", "cik": "0000806388", "assigned-sic": "8711", "irs-number": "630713665", "state-of-incorporation": "DE", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60193", "film-number": "98674286"}, "business-address": {"street1": "4040 MEMORIAL PKWY S", "city": "HUNTSVILLE", "state": "AL", "zip": "35802", "phone": "2058831140"}}
SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C.  20549

                             Form S-8

                      REGISTRATION STATEMENT
                               UNDER
                    THE SECURITIES ACT OF 1933

                   Nichols Research Corporation
      ------------------------------------------------------
      (Exact name of Registrant as specified in its charter)

Delaware                                   63-0713665
-------------------------------------------------------------------
(State or other jurisdiction of    (IRS Employer Identification
 incorporation or organization)      No.)

   4040 Memorial Parkway, South, Huntsville, Alabama  35802-1326
-------------------------------------------------------------------
(Address of principal executive offices, including Zip Code)

     Nichols TXEN Corporation 1996 Incentive Stock Option Plan
-------------------------------------------------------------------
                        (Full Title of the Plan)

                          Michael J. Mruz
                   Nichols Research Corporation
                   4040 Memorial Parkway, South
                  Huntsville, Alabama  35802-1326
-------------------------------------------------------------------
                (Name and Address of Agent for Service)

                           (256)883-1140
-------------------------------------------------------------------
   (Telephone Number, including area code, of agent for service)

-------------------------------------------------------------------
The  Registrant  requests  that the Registration  Statement  become
effective  immediately  upon filing pursuant to Securities Act Rule
462.
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------

Title of                     Proposed
Securities     Amount        Maximum          Proposed Maximum     Amount of
to be          to be         Offering Price   Aggregate            Registration
Registered     Registered    Per Share (1)    Offering Price (1)   Fee
----------     ----------    --------------   ------------------   ------------

Common          37,220        $23.9375          $890,954             $263
Stock,           shares
$.01 par
value(2)

-------------------------------------------------------------------------------

(1) This  calculation, which  is made solely for the purpose of determining the
amount of the registration fee,  is made pursuant to Rule 457 and is based on a
price of $23.9375  per share, the average of the high and low prices of a share
of common stock on July 27, 1998, as reported on the Nasdaq National Market.

(2) Pursuant  to  an  Agreement  of  Merger   dated  August  27,   1997,  among
Registrant, TXEN, Inc. (now known as Nichols TXEN  Corporation  and hereinafter
referred   to   as   "Nichols  TXEN"),  Nichols  SELECT  Corporation,  and  the
shareholders of Nichols  TXEN,  Registrant  assumed, effective as of August 31,
1997, all of the outstanding options to purchase  common  stock of Nichols TXEN
under the Nichols TXEN Corporation 1996 Incentive Stock Option  Plan,  and such
options  became  exercisable  to  purchase shares of Registrant's Common Stock,
with appropriate adjustments to the number of shares and exercise price of each
assumed option.
PART I

            Information Required in the Section 10(a) Prospectus

Item 1.  PLAN INFORMATION.

This Registration Statement relates  to  the  registration  of 37,220 shares of
$.01  par  value  common  stock  of  Nichols Research Corporation (the  "Common
Stock")  to  be  sold pursuant to the exercise  of  stock  options  granted  to
employees of Nichols  TXEN  Corporation  (formerly  known  as  TXEN,  Inc., and
hereinafter  referred  to as "Nichols TXEN") under the Nichols TXEN Corporation
1996  Incentive Stock Option  Plan  (the  "Plan").   Documents  containing  the
information  specified  in  Part  I  of  Form S-8 promulgated by the Securities
Exchange Commission (the "Commission") will  be  sent  or given to employees as
specified by Commission Rule 428(b).

Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

See response to Item 1 above.

                                   PART II

             Information Required in the Registration Statement

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by Nichols Research Corporation  (the  "Company")
are hereby incorporated by reference as of their respective dates:

1)The Company's Annual Report on Form 10-K for the year ended August 31, 1997,
and the Company's Quarterly Reports on Form 10-Q for the quarters ended November
30, 1997, February 28, 1998, and May 31, 1998.

2)The description of the Company's Common Stock contained in the Company's Form
8-A filed with the Commission on January 14, 1987, as amended by Form 8 filed
with the Commission on August 18, 1989.

3)The Company's  Current Report on Form 8-K dated August 31, 1997, and filed
with the Commission on September 11, 1997, as amended by Form 8-K/A filed with
the Commission on November 10, 1997.

All  documents filed by the Company pursuant to Sections 13(a), 13(c),  14  and
15(d) of the Securities Exchange Act of 1934 after the date hereof and prior to
the filing  of  a  post-effective amendment 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 herein and to be a part
hereof from the date of filing such documents.

Item 4.  DESCRIPTION OF SECURITIES.

Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

The legality of the Common Stock issuable upon the exercise of options  granted
under  the  Plan has been passed upon for the Company by the law firm of Lanier
Ford Shaver &  Payne,  P.C.,  200  West  Court  Square, Suite 5000, Huntsville,
Alabama  35801.  John R. Wynn, a member-stockholder  of  Lanier  Ford  Shaver &
Payne, P.C., is  a  director  of  the  Company.   As  of   July 27, 1998,  four
attorneys of Lanier Ford Shaver & Payne, P.C., including Mr. Wynn, beneficially
owned 23,773 shares of the Company's Common Stock.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145  of the Delaware General Corporation Law permits indemnification by
the Company of  any  director, officer, employee or agent of the Company or any
person who is serving  or  was  serving at the Company's request as a director,
officer, employee or agent of another  corporation or other enterprise, against
expenses (including attorneys' fees), judgments,  fines  and  amounts  paid  in
settlement,  actually  and  reasonably  incurred  by him in connection with the
defense  of  any  threatened,  pending  or  completed  action  (whether  civil,
criminal, administrative or investigative), to which he is or may be a party by
reason of having been such director, officer, employee or  agent, provided that
he acted in good faith and in a manner he reasonably believed  to  be in or not
opposed to the best interests of the Company, and, with respect to any criminal
action  or  proceeding,  had  no  reasonable  cause to believe his conduct  was
unlawful.   The  Company  also has the power under  Section  145  to  indemnify
persons set forth above from  threatened, pending or completed actions or suits
by or in the right of the Company  to procure a judgment in its favor by reason
of the fact that such person was a director,  officer, employee or agent of the
Company  or is or was serving at the request of  the  Company  as  a  director,
officer, employee  or  agent  of  another  corporation  or  enterprise  against
expenses actually and reasonably incurred by him in connection with the defense
or  settlement  of  the  action  if  he  acted in good faith and in a manner he
reasonably  believed to be in or not opposed  to  the  best  interests  of  the
Company, except  that  no indemnification can be made with regard to any claim,
issue or matter as to which  the  person  has  been  adjudged  to be liable for
negligence  or misconduct in the performance of his duty to the Company  unless
and only to the  extent  that  the  Delaware  Court of Chancery or the court in
which  the  action  was  brought  determines that the  person  was  fairly  and
reasonably entitled to indemnity.   Any  indemnification  (unless  ordered by a
court) must be made by the Company only as authorized in the specific case upon
a   determination   that  indemnification  of  the  person  is  proper  in  the
circumstances because  he  has  met  the  applicable standards of conduct.  The
determination must be made by the Board of  Directors  by  a majority vote of a
quorum  consisting  of  directors who are not parties to the action,  or  if  a
quorum is not obtainable  or,  even  if  obtainable,  a quorum of disinterested
directors so directs, by independent counsel in a written  opinion,  or  by the
stockholders.   The  Company  may  pay  the expenses of an action in advance of
final disposition if authorized by the Board  of  Directors in a specific case,
upon receipt of an undertaking by the person to be  indemnified  to  repay  any
such  advances  unless  it  shall  ultimately be determined that such person is
entitled to be indemnified by the Company as authorized by law.

Article  Nine of the Company's By-laws  provides  for  indemnification  of  the
Company's  directors,  officers, employees or agents to the extent permitted by
Section 145 of the Delaware  General  Corporation  Law.   Article  Nine  of the
Company's  By-laws  further provides that the Company may purchase and maintain
insurance  on  behalf  of   those  persons  described  above  as  eligible  for
indemnification for liability  arising  out  of  such person's duties or status
with the Company whether or not indemnification in  respect  of  such liability
would be permissible.

The Company has in effect an officers and directors liability insurance  policy
with  Royal  Insurance Company.  The policy provides indemnity to the directors
and officers of  the Company for the loss arising from any claim by reason of a
wrongful act where  there  is  no  corporate  indemnification.   The  insurance
provides  for  the  Company to be reimbursed for any indemnification it may  be
required by statute or  the  Company's  By-laws to make to any of its directors
and officers in connection with a claim by  reason of a wrongful act.  Pursuant
to exclusions, the policy covers negligent acts, errors, omissions or breach of
duty by a director or officer.  The principal  exclusions from coverage include
the following:  (i) claims involving various violations of Section 16(b) of the
Securities Exchange Act of 1934; (ii) dishonest acts; and (iii) libel, slander,
or non-monetary damages.  The policy has no deductible  amount  per director or
officer for each loss.  A $500,000 deductible self-insurance retention  applies
to  the Company.  The limit of liability under the policy is $5,000,000 in  the
aggregate annually in excess of deductibles and participations.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

Item 8.  EXHIBITS.

        Exhibit No.                       Description
        -----------                       -----------

            4                   Nichols TXEN Corporation 1996
                                Incentive Stock Option Plan

            5                   Opinion and Consent of Lanier Ford
                                Shaver & Payne, P.C.

           23.1                 Consent of Ernst & Young, LLP,
                                Independent Auditors

           23.4                 Consent of Lanier Ford Shaver &
                                Payne, P.C. (included in Exhibit 5)

Item 9.  UNDERTAKINGS.

The Company hereby undertakes:

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

     (i)    To  include  any  prospectus  required  by  Section 10(a)(3) of the
            Securities Act of 1933.

     (ii)   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 the registration statement. Notwithstanding the foregoing,
            any increase  or  decrease  in volume of securities offered (if the
            total dollar value of securities  offered  would  not  exceed  that
            which was registered) and any deviation from the low or high end of
            the  estimated  maximum offering range may be reflected in the form
            of prospectus filed with the Commission pursuant to Rule 424(b) if,
            in the aggregate, the changes in volume and price represent no more
            than a 20% change in the maximum aggregate offering price set forth
            in the "Calculation  of  Registration  Fee"  table in the effective
            registration statement.

     (iii)  To include any material information with respect  to  the  plan  of
            distribution   not   previously   disclosed   in  the  registration
            statement  or  any  material  change  to  such information  in  the
            registration statement.

               Provided, however, that paragraphs (1)(i)  and  (1)(ii) above do
     not  apply  if the information required to be included in a post-effective
     amendment by  those  paragraphs is contained in the 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 in the
     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  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.

(4)  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) or Section  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 the registration statement 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
     the initial bona fide offering thereof.

     Insofar  as  indemnification for liabilities arising under the  Securities
Act of 1933 (the "Act") 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 Act  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.

                                 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 Huntsville, State of Alabama, on the
27th day of July, 1998.

                                        NICHOLS RESEARCH CORPORATION

                                            Michael J. Mruz
                                        By:__________________________________
                                             Michael J. Mruz

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

     SIGNATURE                                      TITLE             DATE

Chris H. Horgen
______________________      Chairman of the Board (Principal     July 27, 1998
Chris H. Horgen             Executive Officer)

Michael J. Mruz
______________________      Chief Executive Officer, President,  July 27, 1998
Michael J. Mruz             Chief Operating Officer and Director

______________________      Senior Vice President and Vice-
Roy J. Nichols              Chairman of the Board

Patsy L. Hattox
______________________      Chief Administrative Officer,        July 27, 1998
Patsy L. Hattox             Corporate Vice President, Secretary
                            and Director                        

Roger P. Heinish
______________________      Director                             July 27, 1998
Roger P. Heinish

John R. Wynn
______________________      Director                             July 27, 1998
John R. Wynn
William E. Odom
______________________      Director                             July 27, 1998
William E. Odom

James R. Thompson, Jr.
______________________      Director                             July 27, 1998
James R. Thompson, Jr.

Phil E. DePoy
______________________      Director                             July 27, 1998
Phil E. DePoy

Thomas L. Patterson
______________________      President of Nichols TXEN            July 27, 1998
Thomas L. Patterson         Corporation and Director

Daniel W. McLaughlin
______________________      Director                             July 27, 1998
Daniel W. McLaughlin

______________________      Director
David Friend

Allen E. Dillard
______________________      Chief Financial Officer and          July 27, 1998
Allen E. Dillard            Treasurer (Principal Financial
                            and Accounting Officer)
EXHIBIT INDEX

        EXHIBIT NO.                       DESCRIPTION

            4                  Nichols TXEN Corporation 1996
                               Incentive Stock Option Plan

            5                  Opinion and Consent of Lanier Ford
                               Shaver & Payne, P.C.

           23.1                Consent of Ernst & Young, LLP,
                               Independent Auditors

           23.2                Consent of Lanier Ford Shaver &
                               Payne, P.C. (included in Exhibit 5)