File No. 333-
                                   
                                   
                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, DC   20549
                                   
                                   
                               FORM S-8
                                   
                                   
                     REGISTRATION STATEMENT UNDER
                      THE SECURITIES ACT OF 1933


                        Comptek Research, Inc.
 ____________________________________________________________________
          (Exact name of issuer as specified in its charter)


          New York                                16-0959023
 ________________________________            _____________________
  State or other jurisdiction of               (I.R.S. Employer
  incorporation or organization)                Identification No.)


                 2732 Transit Road, Buffalo, New York
               (Address of Principal Executive Offices)

                   1998 Equity Incentive Stock Plan
______________________________________________________________________
                       (Full title of the plan)


                       Christopher A. Head, Esq.
             Executive Vice President and General Counsel
                        Comptek Research, Inc.
           2732 Transit Road, Buffalo, New York  14224-2523
 _____________________________________________________________________
                (Name and Address of Agent for Service)

                            (716) 677-4070
 _____________________________________________________________________
     (Telephone Number, Including Area Code, of Agent for Service)

<PAGE 1>
<TABLE>
<CAPTION>

                    CALCULATION OF REGISTRATION FEE

<S>             <C>         <C>            <C>            <C>
                                                         
   Title of                   Proposed       Proposed          
  Securities      Amount       Maximum        Maximum      Amount of
    to be         to be       Offering       Aggregate   Registration
  Registered    Registered      Price        Offering       Fee (2)
                            Per Share (1)    Price (1)

---------------------------------------------------------------------
                                                         
Common Stock,                                                  
$.02 Par Value   350,000       $8.1875      $2,865,625       $846

=====================================================================
</TABLE>

(1)  The   shares   are  to  be  offered  at  prices   not   presently
     determinable.   The offering price is estimated  solely  for  the
     purpose of calculating the registration fee (based on the average
     of  the  high  and  low  prices reported on  the  American  Stock
     Exchange on August 31, 1998).

(2)  The registration fee has been computed pursuant to Rule 457.


                             INTRODUCTION

At the Annual Meeting of Shareholders of Comptek Research, Inc. (the
"Company") held on July 24,  1998, the Shareholders approved the 1998
Equity Incentive Stock Plan, (the "Plan").  This Registration
Statement is filed in furtherance of  the offering of shares under the
Plan to employees of the Company.

                                PART I
         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Pursuant to the instructions for Form S-8, the document containing the
information specified in Items 1 and 2 of Part I of Form  S-8  is  not
being   filed  with  the  Securities  and  Exchange  Commission   (the
"Commission") as part of this Registration Statement, but will be sent
or given to employees as specified by Rule 428(b)(1).


                                PART II
          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The  following  documents  filed by  the  Company  with  the
          Commission   are   incorporated   by   reference   in   this
          Registration Statement:

               (a)   Annual  Report on Form 10-K for  the  year  ended
               March 31, 1998;

               (b)   All other reports filed pursuant to Section 13(a)
               or  15(d) of the Securities Exchange Act of 1934  since
               the end of the fiscal year ended March 31, 1998; and

<PAGE 2>

               (c)   Description  of Capital Stock  contained  in  the
               Company's Registration Statement filed under Section 12
               of  the Securities Exchange Act of 1934, dated July  1,
               1987, including any amendments or reports filed for the
               purpose of updating such description.

          All  documents  filed  by the Company pursuant  to  Sections
          13(a), 13(c), 14 or 15(d) of the Securities Exchange Act  of
          1934,  as  amended,  after  the date  of  this  Registration
          Statement  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  as  a  part hereof from the date of filing  of  such
          documents.

          Any  statement contained herein or in a document, all  or  a
          portion   of   which  is  incorporated  or  deemed   to   be
          incorporated  by  reference herein, shall be  deemed  to  be
          modified  or  superseded for purposes of  this  Registration
          Statement  to the extent that a statement contained  in  any
          subsequently filed document which also is or is deemed to be
          incorporated by reference herein modified or supersedes such
          statement.   Any  such statement so modified  or  superseded
          shall not be deemed, except as so modified or superseded, to
          constitute a part of this Registration Statement.

Item 4.   Description of Securities.

          Inapplicable.

Item 5.   Interests of Named Experts and Counsel.

          Certain  legal matters in connection with the  common  stock
          offered hereby have been passed upon by Christopher A. Head,
          Esq., 2732 Transit Road, Buffalo, New York 14224-2523.   Mr.
          Head  is  Executive  Vice  President,  General  Counsel  and
          Secretary  of  the Company.  Mr. Head is also a shareholder.
          As of August 31, 1998, Mr. Head beneficially owned less than
          one  percent of the Company's issued and outstanding  common
          stock.    Additional   information  concerning   his   stock
          ownership  and rights with respect to stock options  is  set
          forth in the Company's definitive Proxy Statement dated June
          29, 1998.

<PAGE 3>

Item 6.   Indemnification of Directors and Officers.

          Article IX of the Registrant's By-laws provides as follows:

                              ARTICLE IX

                            INDEMNIFICATION

Every  person  who is or was a director, officer or  employee  of  the
corporation, or of any other corporation which he served  as  such  at
the  request  of  the corporation, may in accordance with  the  second
paragraph of this Article IX be indemnified by the corporation against
any  and all liability and reasonable expense that may be incurred  by
him  in  connection with or resulting from any claim, action, suit  or
proceeding  (whether brought by or in the right of the corporation  or
such  other  corporation  or otherwise),  civil  or  criminal,  or  in
connection  with  an  appeal relating thereto,  in  which  he  may  be
involved,  as a party or otherwise, by reason of his being  or  having
been  a director, officer or employee of the corporation or such other
corporation,  or  by reason of any action taken or not  taken  in  his
capacity  as  such director, officer or employee, whether  or  not  he
continues to be such at the time such liability or expense shall  have
been  incurred, provided such person acted, in good faith, in a manner
he  reasonably believed to be in or not opposed to the best  interests
of the corporation or such other corporation, as the case may be, and,
in  addition  in any criminal action or proceeding, had no  reasonably
cause  to  believe that his conduct was unlawful.   As  used  in  this
Article  IX,  the terms "liability" and "expense" shall  include,  but
shall  not  be limited to, court costs, counsel fees and disbursements
and  amounts  of judgments, fines, or penalties against,  and  amounts
paid  in  settlement  by,  a  director,  officer  or  employee.    The
termination  of  any  claim,  action, suit  or  proceeding,  civil  or
criminal,  by  judgment, settlement (whether  with  or  without  court
approval), conviction or upon a plea of guilty or nolo contendere,  or
its  equivalent,  shall  not  create a presumption  that  a  director,
officer or employee did not meet the standards of conduct set forth in
this paragraph.

Expenses  incurred  with  respect  to  any  claim,  action,  suit   or
proceeding of the character described in the first paragraph  of  this
Article  IX  may  be advanced by the corporation prior  to  the  final
disposition thereof upon receipt of any undertaking by or on behalf of
the  recipient  to  repay such amount unless it  shall  ultimately  be
determined  that he is entitled to indemnification under this  Article
IX.

The rights of indemnification provided in this Article IX shall be  in
addition  to any other rights to which any such director,  officer  or
employee may otherwise be entitled by contract, as a matter of law, by
vote  of the stockholders, or otherwise; and in the event of any  such
person's  death,  such  rights shall extend to  his  heirs  and  legal
representatives.

      Paragraph  TENTH  of Registrant's Certificate  of  Incorporation
provides as follows:

TENTH:   No director shall be personally liable to the Corporation  or
any  shareholder  for damages for any breach of duty  as  a  director,
except  for (a) the liability of any director if a judgment  or  other
final  adjudication adverse to him establishes that (i)  his  acts  or
omissions  were in bad faith or involved intentional misconduct  or  a
knowing  violation  of  law or (ii) he personally  gained  in  fact  a
financial  profit  or  other advantage to which  he  was  not  legally
entitled  or  (iii)  his acts violated Section 719  of  the  New  York
Business Corporation Law, or (b) the liability of any director for any
act  or  omission prior to the adoption of this paragraph TENTH.   Any
repeal or modification of this paragraph TENTH by the shareholders  of
the corporation shall not, unless otherwise required by law, adversely
affect any right or protection of a director

<PAGE 4>

existing  at the time of such repeal or modification with  respect  to
acts or omissions occurring prior to such repeal or modification.   If
the New York Business Corporation Law is amended after approval by the
shareholders  of  this paragraph TENTH to authorize  corporate  action
further  eliminating or limiting the personal liability of  directors,
then  the  liability  of  a  director  of  the  corporation  shall  be
eliminated or limited to the fullest extent permitted by the New  York
Business Corporation Law, as amended from time to time.

Section  722  of  the New York Business Corporation  Law  (the  "BCL")
permits  indemnification against judgments, fines and amounts paid  in
settlement   and  reasonable  expenses,  including  attorneys'   fees,
actually  and  necessarily incurred as a result of  legal  actions  or
proceedings.   Under  Section  723  of  the  BCL,  if  a  litigant  is
successful in the defense of such an action or proceeding, he  or  she
is    automatically    entitled   to   indemnification.     Otherwise,
indemnification  will  depend upon whether  or  not  the  director  or
officer  has  lived up to an appropriate standard of  conduct  in  the
performance of his or her duties.

Item 7.   Exemption from Registration Claimed.

          Inapplicable.

Item 8.   Exhibits.

          The exhibits listed in the Exhibit Index below are filed  as
          part of this Registration Statement.

Item 9.   Undertakings.

          A.   The undersigned Registrant 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  this
                    Registration  Statement (or the most recent  post-
                    effective amendment hereof) which, individually or
                    in  the  aggregate, represent a fundamental change
                    in  the information set forth in this Registration
                    Statement;

                    (iii)     To include any material information with
                    respect to the plan of distribution not previously
                    disclosed  in this Registration Statement  or  any
                    material  change  to  such  information  in   this
                    Registration Statement;

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

<PAGE 5>

               (2)  That, for the purpose of determining any liability
               under  the  Securities  Act of 1933,  each  such  post-
               effective  amendment  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 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.

          B.    The undersigned Registrant hereby undertakes 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 that is incorporated by reference  in
          this  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  to  be  the initial  bona  fide  offering
          thereof.

          C.    Insofar  as  indemnification for  liabilities  arising
          under  the  Securities  Act  of 1933  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.

<PAGE 6>
                              SIGNATURES

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 Buffalo,  State
of New York, on the 31st day of August, 1998.

                                   COMPTEK RESEARCH, INC.
                                   (Registrant)

                              By:  /s/John J. Sciuto
                                   ---------------------------
                                   John J. Sciuto
                                   Chairman, President, and
                                   Chief Executive Officer

<PAGE 7>

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 date indicated.

Power of Attorney

Each  person, on so signing, also makes, constitutes and appoints John
J.  Sciuto, President and Chief Executive Officer of the Company,  his
true   and   lawful  attorney-in-fact  to  execute  on  such  person's
respective behalf all amendments to the Registration Statement.

   
      Signature                    Title            Date
  ___________________           _____________     ________________      
                                                          
                                  Chairman,               
                                President and      August 31, 1998
                               Chief Executive
   /s/John J. Sciuto               Officer
   ------------------
   John J. Sciuto                                  
                                                          
                                                          
                               Vice President             
   /s/ Laura L. Benedetti         - Finance        August 31, 1998
   -----------------------      and Treasurer
   Laura L Benedetti                                      
                                                
                                                          
   /s/Joseph A. Alutto            Director         August 31, 1998
   -----------------------
   Joseph A. Alutto                                
                                                          
                                                          
   /s/John R. Cummings            Director         August 31, 1998
   -----------------------
   John R. Cummings                                
                                                          
                                                          
   /s/G. Wayne Hawk               Director         August 31, 1998
   -----------------------
   G. Wayne Hawk                                   
                                                          
                                                          
   /s/Patrick J. Martin           Director         August 31, 1998
   -----------------------
   Patrick J. Martin                               
                                                          
                                                          
   /s/James D. Morgan             Director         August 31, 1998
   -----------------------
   James D. Morgan                                 
                                                          
                                                          
   /s/Henry P. Semmelhack         Director         August 31, 1998
   -----------------------
   Henry P. Semmelhack                             
                                                          

<PAGE 8>

                             EXHIBIT INDEX


Exhibit No.                                  Description
___________    ______________________________________________________

4              Restated   Certificate  of   Incorporation.
               Incorporated   by   reference   in   Exhibit   3.1   to
               Registrant's  Form  10-K  for  the  fiscal  year  ended
               March 31, 1996 (Commission file number 1-8502).

4.1            Restated By-laws.  Incorporated by reference
               in Exhibit 3.2 to Registrant's Annual Report on Form 10-
               K  for the fiscal year ended March 31, 1998 (Commission
               file number 1-8502).

4.2            Incorporated by reference, Comptek Research,
               Inc.,  Proxy  Statement, dated and filed on   June  29,
               1998.  Attached to the Proxy Statement is a copy of the
               "1998 Equity Incentive Stock Plan."

5              Opinion (including consent) of Christopher A.
               Head,   Esq.,  Executive  Vice  President  and  General
               Counsel  of  Registrant,  as to  the  legality  of  the
               securities being registered.

23             Consent of KPMG Peat Marwick LLP, Independent
               Auditors.

23.1           Consent   of   Deloitte  &   Touche,   LLP,
               Independent Auditors

<PAGE 9>




August 31, 1998                                              Exhibit 5

Board of Directors
Comptek Research, Inc.
2732 Transit Road
Buffalo, NY 14224

        Re:  Registration of Shares on Form S-8

Dear Sirs:

I  have  acted  as  counsel  to Comptek Research,  Inc.,  a  New  York
corporation  (the "Company"), in connection with the  registration  of
350,000  shares  of its common stock, $0.02 par value per  share  (the
"Shares"), pursuant to a Registration Statement on Form S-8 under  the
Securities  Act  of  1933, as amended (the "Registration  Statement").
Such Shares are to be issued under the Company's 1998 Equity Incentive
Stock Plan (the "Plan") adopted by the shareholders at the 1998 Annual
Meeting.

Based  upon  my  examination  of  the  originals  or  copies  of  such
documents, corporate records, certificates of officers of the  Company
and other instruments as I have deemed necessary and upon the laws  as
presently  in  effect, I am of the opinion that the Shares  have  been
duly  authorized and, when issued in accordance with the terms of  the
Plan, will be legally issued by the Company and will be fully paid and
nonassessable.

I  hereby consent to the filing of this opinion as an exhibit  to  the
Registration  Statement and to the reference to me under  the  caption
"Legal  Matters"  in the Prospectus that constitutes  a  part  of  the
Registration Statement.

Very truly yours,


/S/Christopher A. Head
Christopher A. Head
Executive Vice President
and General Counsel

<PAGE 10>

                                                            Exhibit 23

                     INDEPENDENT AUDITORS' CONSENT



The Board of Directors
Comptek Research, Inc.:

We  consent  to  the  incorporation by reference in  the  registration
statement  to be filed on Form S-8 of Comptek Research,  Inc.  of  our
reports  dated  May  14,  1998, relating to the  consolidated  balance
sheets of Comptek Research, Inc. and subsidiaries as of March 31, 1998
and  1997,  and  the  related  consolidated  statements  of  earnings,
shareholders'  equity, and cash flows for each of  the  years  in  the
three-year  period ended March 31, 1998, and related  schedule,  which
reports  appear in, or are incorporated by reference into,  the  March
31, 1998 annual report on Form 10-K of Comptek Research, Inc.



                                          /S/KPMG Peat Marwick LLP
                                          KPMG Peat Marwick LLP


Buffalo, New York
August 27, 1998

<PAGE 11>



                                                          Exhibit 23.1



                     INDEPENDENT AUDITORS' CONSENT



We  consent  to  the  INCORPORATION BY REFERENCE IN THIS  Registration
Statement  of  Comptek Research, Inc. on Form S-8 of our report  dated
March 27, 1998, appearing in the Annual Report on Form 10-K of Comptek
Research, Inc. for the year ended March 31, 1998.


/Deloitte & Touche, LLP

McLean, Virginia
August 31, 1998

<PAGE 12>
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File No. 333-
                                   
                                   
                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, DC   20549
                                   
                                   
                               FORM S-8
                                   
                                   
                     REGISTRATION STATEMENT UNDER
                      THE SECURITIES ACT OF 1933

                        Comptek Research, Inc.
 ____________________________________________________________________
          (Exact name of issuer as specified in its charter)

          New York                                16-0959023
 ________________________________            _____________________
  State or other jurisdiction of               (I.R.S. Employer
  incorporation or organization)                Identification No.)

                 2732 Transit Road, Buffalo, New York
               (Address of Principal Executive Offices)

                   1998 Equity Incentive Stock Plan
______________________________________________________________________
                       (Full title of the plan)

                       Christopher A. Head, Esq.
             Executive Vice President and General Counsel
                        Comptek Research, Inc.
           2732 Transit Road, Buffalo, New York  14224-2523
 _____________________________________________________________________
                (Name and Address of Agent for Service)

                            (716) 677-4070
 _____________________________________________________________________
     (Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of                   Proposed       Proposed          
  Securities      Amount       Maximum        Maximum      Amount of
    to be         to be       Offering       Aggregate   Registration
  Registered    Registered      Price        Offering       Fee (2)
                            Per Share (1)    Price (1)

---------------------------------------------------------------------
                                                         
Common Stock,                                                  
$.02 Par Value   350,000       $8.1875      $2,865,625       $846

=====================================================================
(1)  The   shares   are  to  be  offered  at  prices   not   presently
     determinable.   The offering price is estimated  solely  for  the
     purpose of calculating the registration fee (based on the average
     of  the  high  and  low  prices reported on  the  American  Stock
     Exchange on August 31, 1998).

(2)  The registration fee has been computed pursuant to Rule 457.

                             INTRODUCTION

At the Annual Meeting of Shareholders of Comptek Research, Inc. (the
"Company") held on July 24,  1998, the Shareholders approved the 1998
Equity Incentive Stock Plan, (the "Plan").  This Registration
Statement is filed in furtherance of  the offering of shares under the
Plan to employees of the Company.

                                PART I
         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Pursuant to the instructions for Form S-8, the document containing the
information specified in Items 1 and 2 of Part I of Form  S-8  is  not
being   filed  with  the  Securities  and  Exchange  Commission   (the
"Commission") as part of this Registration Statement, but will be sent
or given to employees as specified by Rule 428(b)(1).

                                PART II
          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The  following  documents  filed by  the  Company  with  the
          Commission   are   incorporated   by   reference   in   this
          Registration Statement:

               (a)   Annual  Report on Form 10-K for  the  year  ended
               March 31, 1998;

               (b)   All other reports filed pursuant to Section 13(a)
               or  15(d) of the Securities Exchange Act of 1934  since
               the end of the fiscal year ended March 31, 1998; and
(c)   Description  of Capital Stock  contained  in  the
               Company's Registration Statement filed under Section 12
               of  the Securities Exchange Act of 1934, dated July  1,
               1987, including any amendments or reports filed for the
               purpose of updating such description.

          All  documents  filed  by the Company pursuant  to  Sections
          13(a), 13(c), 14 or 15(d) of the Securities Exchange Act  of
          1934,  as  amended,  after  the date  of  this  Registration
          Statement  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  as  a  part hereof from the date of filing  of  such
          documents.

          Any  statement contained herein or in a document, all  or  a
          portion   of   which  is  incorporated  or  deemed   to   be
          incorporated  by  reference herein, shall be  deemed  to  be
          modified  or  superseded for purposes of  this  Registration
          Statement  to the extent that a statement contained  in  any
          subsequently filed document which also is or is deemed to be
          incorporated by reference herein modified or supersedes such
          statement.   Any  such statement so modified  or  superseded
          shall not be deemed, except as so modified or superseded, to
          constitute a part of this Registration Statement.

Item 4.   Description of Securities.

          Inapplicable.

Item 5.   Interests of Named Experts and Counsel.

          Certain  legal matters in connection with the  common  stock
          offered hereby have been passed upon by Christopher A. Head,
          Esq., 2732 Transit Road, Buffalo, New York 14224-2523.   Mr.
          Head  is  Executive  Vice  President,  General  Counsel  and
          Secretary  of  the Company.  Mr. Head is also a shareholder.
          As of August 31, 1998, Mr. Head beneficially owned less than
          one  percent of the Company's issued and outstanding  common
          stock.    Additional   information  concerning   his   stock
          ownership  and rights with respect to stock options  is  set
          forth in the Company's definitive Proxy Statement dated June
          29, 1998.
Item 6.   Indemnification of Directors and Officers.

          Article IX of the Registrant's By-laws provides as follows:

                              ARTICLE IX

                            INDEMNIFICATION

Every  person  who is or was a director, officer or  employee  of  the
corporation, or of any other corporation which he served  as  such  at
the  request  of  the corporation, may in accordance with  the  second
paragraph of this Article IX be indemnified by the corporation against
any  and all liability and reasonable expense that may be incurred  by
him  in  connection with or resulting from any claim, action, suit  or
proceeding  (whether brought by or in the right of the corporation  or
such  other  corporation  or otherwise),  civil  or  criminal,  or  in
connection  with  an  appeal relating thereto,  in  which  he  may  be
involved,  as a party or otherwise, by reason of his being  or  having
been  a director, officer or employee of the corporation or such other
corporation,  or  by reason of any action taken or not  taken  in  his
capacity  as  such director, officer or employee, whether  or  not  he
continues to be such at the time such liability or expense shall  have
been  incurred, provided such person acted, in good faith, in a manner
he  reasonably believed to be in or not opposed to the best  interests
of the corporation or such other corporation, as the case may be, and,
in  addition  in any criminal action or proceeding, had no  reasonably
cause  to  believe that his conduct was unlawful.   As  used  in  this
Article  IX,  the terms "liability" and "expense" shall  include,  but
shall  not  be limited to, court costs, counsel fees and disbursements
and  amounts  of judgments, fines, or penalties against,  and  amounts
paid  in  settlement  by,  a  director,  officer  or  employee.    The
termination  of  any  claim,  action, suit  or  proceeding,  civil  or
criminal,  by  judgment, settlement (whether  with  or  without  court
approval), conviction or upon a plea of guilty or nolo contendere,  or
its  equivalent,  shall  not  create a presumption  that  a  director,
officer or employee did not meet the standards of conduct set forth in
this paragraph.

Expenses  incurred  with  respect  to  any  claim,  action,  suit   or
proceeding of the character described in the first paragraph  of  this
Article  IX  may  be advanced by the corporation prior  to  the  final
disposition thereof upon receipt of any undertaking by or on behalf of
the  recipient  to  repay such amount unless it  shall  ultimately  be
determined  that he is entitled to indemnification under this  Article
IX.

The rights of indemnification provided in this Article IX shall be  in
addition  to any other rights to which any such director,  officer  or
employee may otherwise be entitled by contract, as a matter of law, by
vote  of the stockholders, or otherwise; and in the event of any  such
person's  death,  such  rights shall extend to  his  heirs  and  legal
representatives.

      Paragraph  TENTH  of Registrant's Certificate  of  Incorporation
provides as follows:

TENTH:   No director shall be personally liable to the Corporation  or
any  shareholder  for damages for any breach of duty  as  a  director,
except  for (a) the liability of any director if a judgment  or  other
final  adjudication adverse to him establishes that (i)  his  acts  or
omissions  were in bad faith or involved intentional misconduct  or  a
knowing  violation  of  law or (ii) he personally  gained  in  fact  a
financial  profit  or  other advantage to which  he  was  not  legally
entitled  or  (iii)  his acts violated Section 719  of  the  New  York
Business Corporation Law, or (b) the liability of any director for any
act  or  omission prior to the adoption of this paragraph TENTH.   Any
repeal or modification of this paragraph TENTH by the shareholders  of
the corporation shall not, unless otherwise required by law, adversely
affect any right or protection of a director
existing  at the time of such repeal or modification with  respect  to
acts or omissions occurring prior to such repeal or modification.   If
the New York Business Corporation Law is amended after approval by the
shareholders  of  this paragraph TENTH to authorize  corporate  action
further  eliminating or limiting the personal liability of  directors,
then  the  liability  of  a  director  of  the  corporation  shall  be
eliminated or limited to the fullest extent permitted by the New  York
Business Corporation Law, as amended from time to time.

Section  722  of  the New York Business Corporation  Law  (the  "BCL")
permits  indemnification against judgments, fines and amounts paid  in
settlement   and  reasonable  expenses,  including  attorneys'   fees,
actually  and  necessarily incurred as a result of  legal  actions  or
proceedings.   Under  Section  723  of  the  BCL,  if  a  litigant  is
successful in the defense of such an action or proceeding, he  or  she
is    automatically    entitled   to   indemnification.     Otherwise,
indemnification  will  depend upon whether  or  not  the  director  or
officer  has  lived up to an appropriate standard of  conduct  in  the
performance of his or her duties.

Item 7.   Exemption from Registration Claimed.

          Inapplicable.

Item 8.   Exhibits.

          The exhibits listed in the Exhibit Index below are filed  as
          part of this Registration Statement.

Item 9.   Undertakings.

          A.   The undersigned Registrant 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  this
                    Registration  Statement (or the most recent  post-
                    effective amendment hereof) which, individually or
                    in  the  aggregate, represent a fundamental change
                    in  the information set forth in this Registration
                    Statement;

                    (iii)     To include any material information with
                    respect to the plan of distribution not previously
                    disclosed  in this Registration Statement  or  any
                    material  change  to  such  information  in   this
                    Registration Statement;

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

          B.    The undersigned Registrant hereby undertakes 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 that is incorporated by reference  in
          this  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  to  be  the initial  bona  fide  offering
          thereof.

          C.    Insofar  as  indemnification for  liabilities  arising
          under  the  Securities  Act  of 1933  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

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 Buffalo,  State
of New York, on the 31st day of August, 1998.

                                   COMPTEK RESEARCH, INC.
                                   (Registrant)

                              By:  /s/John J. Sciuto
                                   ---------------------------
                                   John J. Sciuto
                                   Chairman, President, and
                                   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 date indicated.

Power of Attorney

Each  person, on so signing, also makes, constitutes and appoints John
J.  Sciuto, President and Chief Executive Officer of the Company,  his
true   and   lawful  attorney-in-fact  to  execute  on  such  person's
respective behalf all amendments to the Registration Statement.

   
      Signature                    Title            Date
  ___________________           _____________     ________________      
                                                          
                                  Chairman,               
                                President and      August 31, 1998
                               Chief Executive
   /s/John J. Sciuto               Officer
   ------------------
   John J. Sciuto                                  
                                                          
                                                          
                               Vice President             
   /s/ Laura L. Benedetti         - Finance        August 31, 1998
   -----------------------      and Treasurer
   Laura L Benedetti                                      
                                                
                                                          
   /s/Joseph A. Alutto            Director         August 31, 1998
   -----------------------
   Joseph A. Alutto                                
                                                          
                                                          
   /s/John R. Cummings            Director         August 31, 1998
   -----------------------
   John R. Cummings                                
                                                          
                                                          
   /s/G. Wayne Hawk               Director         August 31, 1998
   -----------------------
   G. Wayne Hawk                                   
                                                          
                                                          
   /s/Patrick J. Martin           Director         August 31, 1998
   -----------------------
   Patrick J. Martin                               
                                                          
                                                          
   /s/James D. Morgan             Director         August 31, 1998
   -----------------------
   James D. Morgan                                 
                                                          
                                                          
   /s/Henry P. Semmelhack         Director         August 31, 1998
   -----------------------
   Henry P. Semmelhack
EXHIBIT INDEX

Exhibit No.                                  Description
___________    ______________________________________________________

4              Restated   Certificate  of   Incorporation.
               Incorporated   by   reference   in   Exhibit   3.1   to
               Registrant's  Form  10-K  for  the  fiscal  year  ended
               March 31, 1996 (Commission file number 1-8502).

4.1            Restated By-laws.  Incorporated by reference
               in Exhibit 3.2 to Registrant's Annual Report on Form 10-
               K  for the fiscal year ended March 31, 1998 (Commission
               file number 1-8502).

4.2            Incorporated by reference, Comptek Research,
               Inc.,  Proxy  Statement, dated and filed on   June  29,
               1998.  Attached to the Proxy Statement is a copy of the
               "1998 Equity Incentive Stock Plan."

5              Opinion (including consent) of Christopher A.
               Head,   Esq.,  Executive  Vice  President  and  General
               Counsel  of  Registrant,  as to  the  legality  of  the
               securities being registered.

23             Consent of KPMG Peat Marwick LLP, Independent
               Auditors.

23.1           Consent   of   Deloitte  &   Touche,   LLP,
               Independent Auditors
August 31, 1998                                              Exhibit 5

Board of Directors
Comptek Research, Inc.
2732 Transit Road
Buffalo, NY 14224

        Re:  Registration of Shares on Form S-8

Dear Sirs:

I  have  acted  as  counsel  to Comptek Research,  Inc.,  a  New  York
corporation  (the "Company"), in connection with the  registration  of
350,000  shares  of its common stock, $0.02 par value per  share  (the
"Shares"), pursuant to a Registration Statement on Form S-8 under  the
Securities  Act  of  1933, as amended (the "Registration  Statement").
Such Shares are to be issued under the Company's 1998 Equity Incentive
Stock Plan (the "Plan") adopted by the shareholders at the 1998 Annual
Meeting.

Based  upon  my  examination  of  the  originals  or  copies  of  such
documents, corporate records, certificates of officers of the  Company
and other instruments as I have deemed necessary and upon the laws  as
presently  in  effect, I am of the opinion that the Shares  have  been
duly  authorized and, when issued in accordance with the terms of  the
Plan, will be legally issued by the Company and will be fully paid and
nonassessable.

I  hereby consent to the filing of this opinion as an exhibit  to  the
Registration  Statement and to the reference to me under  the  caption
"Legal  Matters"  in the Prospectus that constitutes  a  part  of  the
Registration Statement.

Very truly yours,

/S/Christopher A. Head
Christopher A. Head
Executive Vice President
and General Counsel
Exhibit 23

                     INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Comptek Research, Inc.:

We  consent  to  the  incorporation by reference in  the  registration
statement  to be filed on Form S-8 of Comptek Research,  Inc.  of  our
reports  dated  May  14,  1998, relating to the  consolidated  balance
sheets of Comptek Research, Inc. and subsidiaries as of March 31, 1998
and  1997,  and  the  related  consolidated  statements  of  earnings,
shareholders'  equity, and cash flows for each of  the  years  in  the
three-year  period ended March 31, 1998, and related  schedule,  which
reports  appear in, or are incorporated by reference into,  the  March
31, 1998 annual report on Form 10-K of Comptek Research, Inc.

                                          /S/KPMG Peat Marwick LLP
                                          KPMG Peat Marwick LLP

Buffalo, New York
August 27, 1998
Exhibit 23.1

                     INDEPENDENT AUDITORS' CONSENT

We  consent  to  the  INCORPORATION BY REFERENCE IN THIS  Registration
Statement  of  Comptek Research, Inc. on Form S-8 of our report  dated
March 27, 1998, appearing in the Annual Report on Form 10-K of Comptek
Research, Inc. for the year ended March 31, 1998.

/Deloitte & Touche, LLP

McLean, Virginia
August 31, 1998