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)


     Incentive Stock Option Plan of 1988 of Welkin Associates, Ltd.
---------------------------------------------------------------------------
                        (Full Title of the Plan)


                            Michael J. Mruz
                      Nichols Research Corporation
                      4040 Memorial Parkway, South
                    Huntsville, Alabama  35802-1326
                             (256)883-1140
---------------------------------------------------------------------------
             (Name, Address and Telephone Number, including
                    area code, of Agent for Service)

                            With a Copy to:

                           John R. Wynn, Esq.
                    Lanier Ford Shaver & Payne, P.C.
                             P.O. Box 2087
                       Huntsville, Alabama 35804
---------------------------------------------------------------------------

The  Registrant  requests  that the Registration Statement become effective
immediately upon filing pursuant to Securities Act Rule 462.
<PAGE>
                        CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
                                                    Proposed
Title of                         Proposed           Maximum
Securities       Amount          Maximum            Aggregate     Amount of
to be            to be           Offering Price     Offering      Registration
Registered       Registered      Per  Share (1)     Price         Fee
----------       ----------      --------------     ---------     ------------

Common Stock       28,335          $23.375          $662,331         $196
$.01 par           shares
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 $23.375  per  share, the average  of the high and low price of a share
of  common  stock  on  August 3, 1998,  as  reported  on  the  Nasdaq  National
Market.


(2) Pursuant  to  an  Agreement  and  Plan of Merger dated as of June 26, 1998,
among  Registrant, Welkin Associates,  Ltd.  ("Welkin"),  and  WAL  Acquisition
Company,  Inc.,  Registrant  assumed, effective as of July 28, 1998, all of the
outstanding options to purchase  common  stock  of  Welkin  under the Incentive
Stock Option Plan of 1988 of Welkin Associates, Ltd., 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 Section 10(a) Prospectus

Item 1.   PLAN INFORMATION.

     This Registration  Statement  relates to the registration of 28,335 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  Welkin  Associates, Ltd. ("Welkin") under  the  Incentive  Stock
Option  Plan  of  1988 of Welkin  Associates,  Ltd.  (the  "Plan").   Documents
containing the information  specified  in Part I of Form S-8 promulgated by the
Securities and Exchange Commission (the  "Commission") will be sent or given to
participants in the Plan 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") with the Commission are hereby incorporated by reference as of their
respective dates:

1) the Company's Annual Report on Form 10-K for the year ended August 31, 1997;
   and the Company's Quarterly Reports  on Form  10-Q  for  the  quarters ended
   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
   registration statement on Form 8-A filed with the Commission on January  14,
   1987, as amended by Form 8 filed with the Commission on August 18, 1989; and

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
securites 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
(4)  attorneys  of  Lanier  Ford Shaver &  Payne,  P.C.,  including  Mr.  Wynn,
beneficially owned 23,773 shares of the Company's Common Stock.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section   145   of   the  Delaware   General   Corporation   Law   permits
indemnification by the Company  of  any director, officer, employee or agent of
the Company or 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              Incentive Stock Option Plan of 1988  of  Welkin
                      Associates, Ltd.

       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
             Securities Act.

       (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 informa-
             tion 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  maxi-
             mum 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
             plan  of distribution not previously disclosed in the registration
             statement  or  any  material  change  to  such  information in the
             registration statement.

                  Provided,  however,  that paragraphs (1)(i) and (1)(ii) above
             do not apply if the information required to be included in a post-
             effective amendment by those paragraphs is contained in the perio-
             dic  reports  filed  by the registrant  pursuant to Section 13  or
             Section 15(d) of the Exchange Act that are  incorporated by refer-
             ence 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
     the offering of such securities at that time  shall  be  deemed  to be the
     initial bona  fide offering thereof.

(3)  To remove from registration by means  of a post-effective amendment any of
     the  securities  being registered which remain unsold  at  the termination
     of the offering.

(4)  That,  for  purposes of determining any liability under the Securities Act
     of 1933, each filing of the registrant's annual report pursuant to Section
     13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,  where
     applicable, each  filing  of  an  employee benefit  plan's  annual  report
     pursuant to Section 15(d) of the Securities Exchange  Act of 1934) that is
     incorporated by reference in 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
     the initial bona fide offering thereof.

     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
Securities Act of 1933 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>
                                 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
5th day of August, 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             August 6, 1998
Chris H. Horgen               (Principal Executive Officer)

Michael J. Mruz
_________________________     Chief Executive Officer,          August 5, 1998
Michael J. Mruz               President, Chief Operating
                              Officer and Director

Roy J. Nichols
_________________________     Senior Vice President and Vice-   August 6, 1998
Roy J. Nichols                Chairman of the Board

Patsy L. Hattox
_________________________     Chief Administrative Officer,     August 6, 1998
Patsy L. Hattox               Corporate Vice President,
                              Secretary and Director

Thomas L. Patterson
_________________________     President of NicholsTXEN          August 6, 1998
Thomas L. Patterson           Corporation and Director

<PAGE>
Roger P. Heinish
_________________________     Director                          August 6, 1998
Roger P. Heinish

John R. Wynn
_________________________     Director                          August 10, 1998
John R. Wynn


_________________________     Director
William E. Odom

James R. Thompson, Jr.
_________________________     Director                          August 6, 1998
James R. Thompson, Jr.


_________________________     Director
Phil E. DePoy


_________________________     Director
Daniel W. McGlaughlin


_________________________     Director
David Friend

Allen E. Dillard
_________________________     Chief Financial Officer and       August 6, 1998
Allen E. Dillard              Treasurer (Principal Financial
                              and Accounting Officer)
<PAGE>

                                 EXHIBIT INDEX


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

       4                    Incentive Stock Option Plan of 1988 of
                            Welkin  Associates, Ltd.

       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": 20183}]
{"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": "333-61093", "film-number": "98681140"}, "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 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)

     Incentive Stock Option Plan of 1988 of Welkin Associates, Ltd.
---------------------------------------------------------------------------
                        (Full Title of the Plan)

                            Michael J. Mruz
                      Nichols Research Corporation
                      4040 Memorial Parkway, South
                    Huntsville, Alabama  35802-1326
                             (256)883-1140
---------------------------------------------------------------------------
             (Name, Address and Telephone Number, including
                    area code, of Agent for Service)

                            With a Copy to:

                           John R. Wynn, Esq.
                    Lanier Ford Shaver & Payne, P.C.
                             P.O. Box 2087
                       Huntsville, Alabama 35804
---------------------------------------------------------------------------

The  Registrant  requests  that the Registration Statement become effective
immediately upon filing pursuant to Securities Act Rule 462.
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
                                                    Proposed
Title of                         Proposed           Maximum
Securities       Amount          Maximum            Aggregate     Amount of
to be            to be           Offering Price     Offering      Registration
Registered       Registered      Per  Share (1)     Price         Fee
----------       ----------      --------------     ---------     ------------

Common Stock       28,335          $23.375          $662,331         $196
$.01 par           shares
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 $23.375  per  share, the average  of the high and low price of a share
of  common  stock  on  August 3, 1998,  as  reported  on  the  Nasdaq  National
Market.

(2) Pursuant  to  an  Agreement  and  Plan of Merger dated as of June 26, 1998,
among  Registrant, Welkin Associates,  Ltd.  ("Welkin"),  and  WAL  Acquisition
Company,  Inc.,  Registrant  assumed, effective as of July 28, 1998, all of the
outstanding options to purchase  common  stock  of  Welkin  under the Incentive
Stock Option Plan of 1988 of Welkin Associates, Ltd., 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 Section 10(a) Prospectus

Item 1.   PLAN INFORMATION.

     This Registration  Statement  relates to the registration of 28,335 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  Welkin  Associates, Ltd. ("Welkin") under  the  Incentive  Stock
Option  Plan  of  1988 of Welkin  Associates,  Ltd.  (the  "Plan").   Documents
containing the information  specified  in Part I of Form S-8 promulgated by the
Securities and Exchange Commission (the  "Commission") will be sent or given to
participants in the Plan 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") with the Commission are hereby incorporated by reference as of their
respective dates:

1) the Company's Annual Report on Form 10-K for the year ended August 31, 1997;
   and the Company's Quarterly Reports  on Form  10-Q  for  the  quarters ended
   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
   registration statement on Form 8-A filed with the Commission on January  14,
   1987, as amended by Form 8 filed with the Commission on August 18, 1989; and

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
securites 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
(4)  attorneys  of  Lanier  Ford Shaver &  Payne,  P.C.,  including  Mr.  Wynn,
beneficially owned 23,773 shares of the Company's Common Stock.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section   145   of   the  Delaware   General   Corporation   Law   permits
indemnification by the Company  of  any director, officer, employee or agent of
the Company or 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              Incentive Stock Option Plan of 1988  of  Welkin
                      Associates, Ltd.

       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
             Securities Act.

       (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 informa-
             tion 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  maxi-
             mum 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
             plan  of distribution not previously disclosed in the registration
             statement  or  any  material  change  to  such  information in the
             registration statement.

                  Provided,  however,  that paragraphs (1)(i) and (1)(ii) above
             do not apply if the information required to be included in a post-
             effective amendment by those paragraphs is contained in the perio-
             dic  reports  filed  by the registrant  pursuant to Section 13  or
             Section 15(d) of the Exchange Act that are  incorporated by refer-
             ence 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
     the offering of such securities at that time  shall  be  deemed  to be the
     initial bona  fide offering thereof.

(3)  To remove from registration by means  of a post-effective amendment any of
     the  securities  being registered which remain unsold  at  the termination
     of the offering.

(4)  That,  for  purposes of determining any liability under the Securities Act
     of 1933, each filing of the registrant's annual report pursuant to Section
     13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,  where
     applicable, each  filing  of  an  employee benefit  plan's  annual  report
     pursuant to Section 15(d) of the Securities Exchange  Act of 1934) that is
     incorporated by reference in 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
     the initial bona fide offering thereof.

     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
Securities Act of 1933 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
5th day of August, 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             August 6, 1998
Chris H. Horgen               (Principal Executive Officer)

Michael J. Mruz
_________________________     Chief Executive Officer,          August 5, 1998
Michael J. Mruz               President, Chief Operating
                              Officer and Director

Roy J. Nichols
_________________________     Senior Vice President and Vice-   August 6, 1998
Roy J. Nichols                Chairman of the Board

Patsy L. Hattox
_________________________     Chief Administrative Officer,     August 6, 1998
Patsy L. Hattox               Corporate Vice President,
                              Secretary and Director

Thomas L. Patterson
_________________________     President of NicholsTXEN          August 6, 1998
Thomas L. Patterson           Corporation and Director
Roger P. Heinish
_________________________     Director                          August 6, 1998
Roger P. Heinish

John R. Wynn
_________________________     Director                          August 10, 1998
John R. Wynn

_________________________     Director
William E. Odom

James R. Thompson, Jr.
_________________________     Director                          August 6, 1998
James R. Thompson, Jr.

_________________________     Director
Phil E. DePoy

_________________________     Director
Daniel W. McGlaughlin

_________________________     Director
David Friend

Allen E. Dillard
_________________________     Chief Financial Officer and       August 6, 1998
Allen E. Dillard              Treasurer (Principal Financial
                              and Accounting Officer)
EXHIBIT INDEX

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

       4                    Incentive Stock Option Plan of 1988 of
                            Welkin  Associates, Ltd.

       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)