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 issuer as specified in its charter)


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


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

                         Nichols Research Corporation
             Non-Employee Officer and Director Stock Option Plan
------------------------------------------------------------------------------
                           (Full Title of the Plan)


                               Chris H. Horgen
                         Nichols Research Corporation
                         4040 Memorial Parkway, South
                       Huntsville, Alabama  35802-1326
------------------------------------------------------------------------------
                   (Name and Address of Agent for Service)


                                (205)883-1140
------------------------------------------------------------------------------
        (Telephone Number, including area code, of agent for service)


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

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

Common          54,999          $20.50         $1,127,479.50        $341.66
Stock $.01      shares
par value



(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 $20.50 per share, the average of the high and low price of a share of
common stock on June 18, 1997, as reported on the Nasdaq National Market System.




<PAGE>
The  contents  of  the  Registration  Statement on Form S-8 (File No. 33-38568)
filed with the Securities and Exchange  Commission  on  January  18,  1991, are
hereby incorporated by reference.

The  purpose  of  this  Registration Statement is to register 54,999  additional
shares of common stock  authorized  under the Plan  as a  result  of  a  4-for-3
(record  date  of  February 15,  1991)  stock  split and a 3- for-2 (record date
of October 21,  1996)  stock split on the common  stock  since the filing of the
Registration Statement.



 
<PAGE>
                                 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 15th day
of May, 1997.

                                          NICHOLS RESEARCH CORPORATION

                                               Chris H. Horgen
                                          By:_________________________________
                                               Chris H. Horgen
                                               Chief Executive Officer and
                                               Chairman of the Board

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
Chris H. Horgen
_________________________       Chief Executive Officer           May 15, 1997
Chris H. Horgen                 and Chairman of the Board
                                (Principal Executive Officer)

Michael J. Mruz
_________________________       President, Chief Operating        May 15, 1997
Michael J. Mruz                 Officer and Director

Roy J. Nichols
_________________________       Senior Vice President and         May 15, 1997
Roy J. Nichols                  Vice-Chairman of the Board

Patsy L. Hattox
_________________________       Chief Administrative Officer,     May 15, 1997
Patsy L. Hattox                 Corporate Vice President,
                                Secretary and Director
Roger P. Heinish
_________________________       Director                          May 15, 1997
Roger P. Heinish

John R. Wynn
_________________________       Director                          May 15, 1997
John R. Wynn

William E. Odom
_________________________       Director                          May 15, 1997
William E. Odom

James R. Thompson, Jr.
_________________________       Director                          May 15, 1997
James R. Thompson, Jr.
<PAGE>
Phil E. DePoy
_________________________       Director                          May 15, 1997
Phil E. DePoy

Thomas L. Patterson
_________________________       Director                          May 15, 1997
Thomas L. Patterson

Allen E. Dillard
_________________________       Chief Financial Officer and       May 15, 1997
Allen E. Dillard                Treasurer (Principal Financial
                                and Accounting Officer)
<PAGE>

                                EXHIBIT INDEX
                                -------------


EXHIBIT NO.                     DESCRIPTION

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

  23(a)      Consent of Independent Auditors

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

  99         Amendments One, Two, Three and Four to the Nichols
             Research Corporation Non-Employee Officer and Director
             Stock Option Plan
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 6732}]
{"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": "333-29791", "film-number": "97627964"}, "business-address": {"street1": "4040 MEMORIAL PKWY SOUTH", "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 issuer as specified in its charter)

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

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

                         Nichols Research Corporation
             Non-Employee Officer and Director Stock Option Plan
------------------------------------------------------------------------------
                           (Full Title of the Plan)

                               Chris H. Horgen
                         Nichols Research Corporation
                         4040 Memorial Parkway, South
                       Huntsville, Alabama  35802-1326
------------------------------------------------------------------------------
                   (Name and Address of Agent for Service)

                                (205)883-1140
------------------------------------------------------------------------------
        (Telephone Number, including area code, of agent for service)

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

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

Common          54,999          $20.50         $1,127,479.50        $341.66
Stock $.01      shares
par value

(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 $20.50 per share, the average of the high and low price of a share of
common stock on June 18, 1997, as reported on the Nasdaq National Market System.
The  contents  of  the  Registration  Statement on Form S-8 (File No. 33-38568)
filed with the Securities and Exchange  Commission  on  January  18,  1991, are
hereby incorporated by reference.

The  purpose  of  this  Registration Statement is to register 54,999  additional
shares of common stock  authorized  under the Plan  as a  result  of  a  4-for-3
(record  date  of  February 15,  1991)  stock  split and a 3- for-2 (record date
of October 21,  1996)  stock split on the common  stock  since the filing of the
Registration Statement.
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 15th day
of May, 1997.

                                          NICHOLS RESEARCH CORPORATION

                                               Chris H. Horgen
                                          By:_________________________________
                                               Chris H. Horgen
                                               Chief Executive Officer and
                                               Chairman of the Board

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
Chris H. Horgen
_________________________       Chief Executive Officer           May 15, 1997
Chris H. Horgen                 and Chairman of the Board
                                (Principal Executive Officer)

Michael J. Mruz
_________________________       President, Chief Operating        May 15, 1997
Michael J. Mruz                 Officer and Director

Roy J. Nichols
_________________________       Senior Vice President and         May 15, 1997
Roy J. Nichols                  Vice-Chairman of the Board

Patsy L. Hattox
_________________________       Chief Administrative Officer,     May 15, 1997
Patsy L. Hattox                 Corporate Vice President,
                                Secretary and Director
Roger P. Heinish
_________________________       Director                          May 15, 1997
Roger P. Heinish

John R. Wynn
_________________________       Director                          May 15, 1997
John R. Wynn

William E. Odom
_________________________       Director                          May 15, 1997
William E. Odom

James R. Thompson, Jr.
_________________________       Director                          May 15, 1997
James R. Thompson, Jr.
Phil E. DePoy
_________________________       Director                          May 15, 1997
Phil E. DePoy

Thomas L. Patterson
_________________________       Director                          May 15, 1997
Thomas L. Patterson

Allen E. Dillard
_________________________       Chief Financial Officer and       May 15, 1997
Allen E. Dillard                Treasurer (Principal Financial
                                and Accounting Officer)
EXHIBIT INDEX
                                -------------

EXHIBIT NO.                     DESCRIPTION

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

  23(a)      Consent of Independent Auditors

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

  99         Amendments One, Two, Three and Four to the Nichols
             Research Corporation Non-Employee Officer and Director
             Stock Option Plan