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 Key Employee 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 Maximum
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        16,861        $23.9375             $403,610             $119
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 Key Employee 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 16,861 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
Key Employee 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 quar-
    ters  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, bene-
ficially 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 Key Employee
                              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)


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 Secur-
           ities 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 state-
           ment 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  regis-
trant 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 pur-
     suant 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
                                             Chief Executive Officer


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

Michael J. Mruz
_______________________      Chief Executive Officer,            July 27, 1998
Michael J. Mruz              President, 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)

<PAGE>


                             EXHIBIT INDEX


     EXHIBIT NO.                    DESCRIPTION


         4           Nichols TXEN Corporation Key Employee 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": 19804}]
{"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": "333-60199", "film-number": "98674293"}, "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 Key Employee 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 Maximum
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        16,861        $23.9375             $403,610             $119
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 Key Employee 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 16,861 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
Key Employee 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 quar-
    ters  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, bene-
ficially 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 Key Employee
                              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)

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 Secur-
           ities 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 state-
           ment 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  regis-
trant 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 pur-
     suant 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
                                             Chief Executive Officer

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

Michael J. Mruz
_______________________      Chief Executive Officer,            July 27, 1998
Michael J. Mruz              President, 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 Key Employee 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)