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)


          4090 Memorial Parkway, South, Huntsville, Alabama 35815-1502
-------------------------------------------------------------------------------
          (Address of principal executive offices, including Zip Code)

               Nichols Research Corporation 1997 Stock Option Plan
-------------------------------------------------------------------------------
                            (Full Title of the Plan)

                                 Chris H. Horgen
                          Nichols Research Corporation
                          4090 Memorial Parkway, South
                         Huntsville, Alabama 35815-1502
-------------------------------------------------------------------------------
                     (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.


<TABLE>
<CAPTION>


                                                   CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------

<S>                    <C>                    <C>                           <C>                       <C>

Title of                                      Proposed Maximum              Proposed Maximum
Securities to          Amount to be           Offering Price Per            Aggregate Offering        Amount of
be Registered          Registered             Share (1)                     Price(1)                  Registration Fee
-----------------      ----------------       --------------------          -------------------       ------------------
Common                 1,300,000                      $25.00                     $32,500,000             $9,035
Stock $.01 par           shares
value
------------------------------------------------------------------------------------------------------------------------
</TABLE>

     (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 $25.00 per share, the average of the high and low price of a share of
common stock on September 15, 1999, as reported on the Nasdaq National Market.


                                      - 2 -

                                     PART I

                Information Required in Section 10(a) Prospectus

Item 1.           Plan Information.

     This Registration Statement relates to the registration of 1,300,000 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  Research  Corporation  (the  "Company")  under the Nichols
Research  Corporation 1997 Stock Option Plan (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 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 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,
1998;  and the Company's  Quarterly  Reports on Form 10-Q for the quarters ended
November 30, 1998, February 28, 1999, and May 31, 1999;

     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;

     3) the Company's  Current  Report on Form 8-K dated  January 15, 1999,  and
filed with the Commission on February 5, 1999; and

     4) the Company's Current  Report on Form 8-K dated September 19, 1999,  and
filed with the Commission on September 20, 1999.

     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.



                                      - 3 -

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 31, 1999, six attorneys of Lanier
Ford Shaver & Payne, P.C., including Mr. Wynn,  beneficially owned 33,696 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
advancesunless it shall ultimately be determined that such person is entitled to
be indemnified by the Company as authorized by law.

                                      - 4 -

     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 National Union Fire 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.

     The Plan provides that in addition to such other rights of  indemnification
as they may have as directors or as members of the committee  administering  the
Plan, the members of the Stock Option Plan Committee shall be indemnified by the
Company against the reasonable expenses, including attorney's fees, actually and
necessarily  incurred in  connection  with the defense of any action,  suit,  or
proceeding,  or in  connection  with any appeal  therein to which they or any of
them may be a party by reason of any action taken or failure to act under, or in
connection, with the Plan or options granted thereunder, and against all amounts
paid by them in  settlement  thereof  (provided  such  settlement is approved by
independent  legal  counsel  selected  by  the  Company)  or  paid  by  them  in
satisfaction  of a  judgment  in any  action,  suit,  or  proceeding,  except in
relation to matters as to which it shall be adjudged in such  action,  suit,  or
proceeding, that such Committee member is liable for negligence or misconduct in
the  performance  of his  duties,  provided  that  within  sixty (60) days after
institution of any such action,  suit, or  proceeding,  a Committee  member,  in
writing  offers the  Company  the  opportunity  at its own expense to handle and
defend the same.

Item 7.           Exemption from Registration Claimed.

         Not applicable.


                                     - 5 -

Item 8.                        Exhibits.

     Exhibit No.                                Description

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

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

     23.2                              Consent of Ernst & Young, LLP

     99                                Nichols Research Corporation
                                       1997 Stock Option Plan (1)


(1) Incorporated by reference to exhibit filed  with  the   Company's  Quarterly
Report on Form 10-Q for the fiscal  quarter ended  February 28, 1998,  under the
Securities Exchange Act of 1934, File No. 0-15295.

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 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.




                                      - 6 -

     (iii)To  include  any  material  information  with  respect  to the plan of
          distribution not previously disclosed in the registration statement or
          any material change to such information in the registration statement.
          Provided,  however,  that  paragraphs  (1)(i) and (1)(ii) above do not
          apply if the information  required to be included in a  post-effective
          amendment by those  paragraphs  is  contained in the periodic  reports
          filed by the registrant pursuant to Section 13 or Section 15(d) of the
          Exchange Act that are  incorporated  by reference in the  registration
          statement.

     (2) That, for the purpose of determining any liability under the Securities
Act  of  1933,  each  such  post-effective  amendment  shall  be  deemed  a  new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

     (4) That,  for purposes of determining  any liability  under the Securities
Act of 1933, each filing of the  registrant's  annual report pursuant to Section
13(a) or  Section  15(d) of the  Securities  Exchange  Act of 1934  (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities  Exchange Act of 1934) that is  incorporated  by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities at that time shall be deemed the initial bona fide offering thereof.

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


                                      - 7 -

                                   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 20th day  of
September, 1999.

                                        NICHOLS RESEARCH CORPORATION


                                                Chris H. Horgen
                                        By:_________________________________
                                               Chris H. Horgen
                                               Chairman of the Board

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


<TABLE>
<CAPTION>

          Signature                             Title                                   Date

<S>                                  <C>                                           <C>


Chris H. Horgen
_________________________            Chief Executive Officer and                   September 20, 1999
Chris H. Horgen                      Chairman of the Board


Charles A. Leader
_________________________            President, Chief Operating Officer            September 20, 1999
Charles A. Leader                    and Director


Roy J. Nichols
_________________________            Senior Vice President and Director            September 20, 1999
Roy J. Nichols


Patsy L. Hattox
_________________________            Chief Administrative Officer,                 September 20, 1999
Patsy L. Hattox                      Corporate Vice President, Secretary
                                     and Director

Roger P. Heinish
_________________________            Director                                      September 20, 1999
Roger P. Heinish



                                            - 8 -


John R. Wynn
_________________________            Director                                      September 20, 1999
John R. Wynn


Michael J. Mruz
_________________________            Director                                      September 20, 1999
Michael J. Mruz

_________________________            Director
William E. Odom


James R. Thompson, Jr.
_________________________            Director                                      September 20, 1999
James R. Thompson, Jr.

_________________________            Director
Phil E. DePoy


Thomas L. Patterson
_________________________            Chairman of the Board of Nichols              September 20, 1999
Thomas L. Patterson                  TXEN Corporation and Director


Daniel W. McGlaughlin
_________________________            Director                                      September 20, 1999
Daniel W. McGlaughlin


_________________________            Director
David Friend


Allen E. Dillard
_________________________            Corporate Vice President, Chief               September 20, 1999
Allen E. Dillard                     Financial Officer and Corporate
                                     Treasurer (Principal Financial and
                                     Accounting Officer)



</TABLE>




                                      - 9 -

<PAGE>
                            EXHIBIT INDEX

     Exhibit No.                              Description

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

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

         23.2                           Consent of Ernst & Young, LLP

         99                             Nichols Research Corporation
                                        1997 Stock Option Plan (1)



     (1) Incorporated by reference to exhibit filed with the Company's Quarterly
Report on Form 10-Q for the fiscal  quarter ended  February 28, 1998,  under the
Securities Exchange Act of 1934, File No. 0-15295.


                                     - 10 -
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22419}]
{"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": "333-87579", "film-number": "99715288"}, "business-address": {"street1": "4090 SOUTH MEMORIAL PARKWAY", "street2": "P.O. 400002", "city": "HUNTSVILLE", "state": "AL", "zip": "35802-1326", "phone": "2568831140"}}
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)

          4090 Memorial Parkway, South, Huntsville, Alabama 35815-1502
-------------------------------------------------------------------------------
          (Address of principal executive offices, including Zip Code)

               Nichols Research Corporation 1997 Stock Option Plan
-------------------------------------------------------------------------------
                            (Full Title of the Plan)

                                 Chris H. Horgen
                          Nichols Research Corporation
                          4090 Memorial Parkway, South
                         Huntsville, Alabama 35815-1502
-------------------------------------------------------------------------------
                     (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              Proposed Maximum
Securities to          Amount to be           Offering Price Per            Aggregate Offering        Amount of
be Registered          Registered             Share (1)                     Price(1)                  Registration Fee
-----------------      ----------------       --------------------          -------------------       ------------------
Common                 1,300,000                      $25.00                     $32,500,000             $9,035
Stock $.01 par           shares
value
------------------------------------------------------------------------------------------------------------------------
(1)This  calculation,  which is made solely for the purpose of  determining
the amount of the registration fee, is made pursuant to Rule 457 and is based on
a price of $25.00 per share, the average of the high and low price of a share of
common stock on September 15, 1999, as reported on the Nasdaq National Market.

                                      - 2 -

                                     PART I

                Information Required in Section 10(a) Prospectus

Item 1.           Plan Information.

     This Registration Statement relates to the registration of 1,300,000 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  Research  Corporation  (the  "Company")  under the Nichols
Research  Corporation 1997 Stock Option Plan (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 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 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,
1998;  and the Company's  Quarterly  Reports on Form 10-Q for the quarters ended
November 30, 1998, February 28, 1999, and May 31, 1999;

     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;

     3) the Company's  Current  Report on Form 8-K dated  January 15, 1999,  and
filed with the Commission on February 5, 1999; and

     4) the Company's Current  Report on Form 8-K dated September 19, 1999,  and
filed with the Commission on September 20, 1999.

     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.

                                      - 3 -

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 31, 1999, six attorneys of Lanier
Ford Shaver & Payne, P.C., including Mr. Wynn,  beneficially owned 33,696 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
advancesunless it shall ultimately be determined that such person is entitled to
be indemnified by the Company as authorized by law.

                                      - 4 -

     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 National Union Fire 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.

     The Plan provides that in addition to such other rights of  indemnification
as they may have as directors or as members of the committee  administering  the
Plan, the members of the Stock Option Plan Committee shall be indemnified by the
Company against the reasonable expenses, including attorney's fees, actually and
necessarily  incurred in  connection  with the defense of any action,  suit,  or
proceeding,  or in  connection  with any appeal  therein to which they or any of
them may be a party by reason of any action taken or failure to act under, or in
connection, with the Plan or options granted thereunder, and against all amounts
paid by them in  settlement  thereof  (provided  such  settlement is approved by
independent  legal  counsel  selected  by  the  Company)  or  paid  by  them  in
satisfaction  of a  judgment  in any  action,  suit,  or  proceeding,  except in
relation to matters as to which it shall be adjudged in such  action,  suit,  or
proceeding, that such Committee member is liable for negligence or misconduct in
the  performance  of his  duties,  provided  that  within  sixty (60) days after
institution of any such action,  suit, or  proceeding,  a Committee  member,  in
writing  offers the  Company  the  opportunity  at its own expense to handle and
defend the same.

Item 7.           Exemption from Registration Claimed.

         Not applicable.

                                     - 5 -

Item 8.                        Exhibits.

     Exhibit No.                                Description

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

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

     23.2                              Consent of Ernst & Young, LLP

     99                                Nichols Research Corporation
                                       1997 Stock Option Plan (1)

(1) Incorporated by reference to exhibit filed  with  the   Company's  Quarterly
Report on Form 10-Q for the fiscal  quarter ended  February 28, 1998,  under the
Securities Exchange Act of 1934, File No. 0-15295.

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 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.

                                      - 6 -

     (iii)To  include  any  material  information  with  respect  to the plan of
          distribution not previously disclosed in the registration statement or
          any material change to such information in the registration statement.
          Provided,  however,  that  paragraphs  (1)(i) and (1)(ii) above do not
          apply if the information  required to be included in a  post-effective
          amendment by those  paragraphs  is  contained in the periodic  reports
          filed by the registrant pursuant to Section 13 or Section 15(d) of the
          Exchange Act that are  incorporated  by reference in the  registration
          statement.

     (2) That, for the purpose of determining any liability under the Securities
Act  of  1933,  each  such  post-effective  amendment  shall  be  deemed  a  new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

     (4) That,  for purposes of determining  any liability  under the Securities
Act of 1933, each filing of the  registrant's  annual report pursuant to Section
13(a) or  Section  15(d) of the  Securities  Exchange  Act of 1934  (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities  Exchange Act of 1934) that is  incorporated  by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities at that time shall be deemed the initial bona fide offering thereof.

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

                                      - 7 -

                                   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 20th day  of
September, 1999.

                                        NICHOLS RESEARCH CORPORATION

                                                Chris H. Horgen
                                        By:_________________________________
                                               Chris H. Horgen
                                               Chairman of the Board

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                             Title                                   Date
Chris H. Horgen
_________________________            Chief Executive Officer and                   September 20, 1999
Chris H. Horgen                      Chairman of the Board

Charles A. Leader
_________________________            President, Chief Operating Officer            September 20, 1999
Charles A. Leader                    and Director

Roy J. Nichols
_________________________            Senior Vice President and Director            September 20, 1999
Roy J. Nichols

Patsy L. Hattox
_________________________            Chief Administrative Officer,                 September 20, 1999
Patsy L. Hattox                      Corporate Vice President, Secretary
                                     and Director

Roger P. Heinish
_________________________            Director                                      September 20, 1999
Roger P. Heinish

                                            - 8 -

John R. Wynn
_________________________            Director                                      September 20, 1999
John R. Wynn

Michael J. Mruz
_________________________            Director                                      September 20, 1999
Michael J. Mruz

_________________________            Director
William E. Odom

James R. Thompson, Jr.
_________________________            Director                                      September 20, 1999
James R. Thompson, Jr.

_________________________            Director
Phil E. DePoy

Thomas L. Patterson
_________________________            Chairman of the Board of Nichols              September 20, 1999
Thomas L. Patterson                  TXEN Corporation and Director

Daniel W. McGlaughlin
_________________________            Director                                      September 20, 1999
Daniel W. McGlaughlin

_________________________            Director
David Friend

Allen E. Dillard
_________________________            Corporate Vice President, Chief               September 20, 1999
Allen E. Dillard                     Financial Officer and Corporate
                                     Treasurer (Principal Financial and
                                     Accounting Officer)
- 9 -
EXHIBIT INDEX

     Exhibit No.                              Description

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

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

         23.2                           Consent of Ernst & Young, LLP

         99                             Nichols Research Corporation
                                        1997 Stock Option Plan (1)

     (1) Incorporated by reference to exhibit filed with the Company's Quarterly
Report on Form 10-Q for the fiscal  quarter ended  February 28, 1998,  under the
Securities Exchange Act of 1934, File No. 0-15295.

                                     - 10 -