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)

                   1996 Employee Stock Purchase 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)


<TABLE>
<CAPTION>
                    CALCULATION OF REGISTRATION FEE
======================================================================
     <S>           <C>           <C>            <C>           <C>
   Title of       Amount      Proposed       Proposed      Amount of
Securities to     to be        Maximum        Maximum    Registration
be Registered   Registered    Offering       Aggregate      Fee (2)
                                Price        Offering
                            Per Share (1)    Price (1)
_____________________________________________________________________
Common Stock,    250,000       $6.125       $1,531,250      $528.02
$.02 Par Value
=====================================================================
</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 30, 1996).

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

<PAGE>
                                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, 1996;

                     (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, 1996;
               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.

<PAGE>

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.   As of August 23, 1996, Mr. Head beneficially
          owned  less  then  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 24, 1996.

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

<PAGE>
          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.

<PAGE>

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.

<PAGE>

                     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 5th day of September, 1996.

                                   COMPTEK RESEARCH, INC.
                                   (Registrant)

                           By:  /S/John J. Sciuto
                                John J. Sciuto
                                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.
<PAGE>


                           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

                       President and
                       Chief Executive Officer
/S/John  J.  Sciuto    (principal executive officer)  September 5,1996
John J. Sciuto

                       Treasurer and Principal
                       Accounting Officer  and
/S/Laura L. Benedetti  Principal Financial Officer    September 5,1996
Laura L. Benedetti


/S/Joseph  A.  Alutto  Director                       September 5,1996
Joseph A. Alutto


/S/John  R.  Cummings  Director                       September 5,1996
John R. Cummings


/S/G. Wayne Hawk       Director                       September 5,1996
G. Wayne Hawk


/S/Patrick J. Martin   Director                       September 5,1996
Patrick J. Martin


/S/James D. Morgan     Director                       September 5,1996
James D. Morgan


/S/Henry P. Semmelhack Director                       September 5,1996
Henry P. Semmelhack

<PAGE>

                             EXHIBIT INDEX


Exhibit No.                                  Description
___________         __________________________________________________

  4.1               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).
                    4.2   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, 1993
                    (Commission file number 1-8502).

  4.3               Incorporated by reference, Comptek Research,
                    Inc.,  Proxy Statement, dated and filed  on   June
                    24,  1996.  Attached to the Proxy Statement  is  a
                    copy of the "1996 Employee Stock Purchase 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.

  24                Consent of KPMG Peat Marwick LLP.

  24.1              Letter of KPMG Peat Marwick LLP with respect
                    to interim financial statements.

  24.2              Consent of David Michael & Company, P.C.

  25                Power of Attorney is included in Part II  of
                    this Registration Statement.

<PAGE>


August 21, 1996                                               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
250,000  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 1996 Employee  Stock
Purchase  Plan (the "Plan") adopted by the shareholders  at  the  1996
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>
                                                            Exhibit 24

                    CONSENT OF INDEPENDENT AUDITORS



The Board of Directors
Comptek Research, Inc.:

We consent to the incorporation by reference of our audit report dated
May  14,  1996,  on the consolidated financial statements  of  Comptek
Research, Inc. and subsidiaries as of March 31, 1996 and 1995 and  for
each  of the years in the three-year period then ended and our  report
on the related financial statement schedule dated May 14, 1996, and to
the  reference  to  our  firm  under  the  heading  "Experts"  in  the
prospectus.


                                          /S/KPMG Peat Marwick LLP
                                          KPMG Peat Marwick LLP


Buffalo, New York
August 29, 1996

<PAGE>

                                                          Exhibit 24.1

                 LETTER OF KPMG PEAT MARWICK, LLP WITH
                RESPECT TO INTERIM FINANCIAL STATEMENTS




Comptek Research, Inc.
Buffalo, New York

With  respect  to  this  registration statement,  we  acknowledge  our
awareness of the use herein of our report dated July 22, 1996  related
to our review of interim financial information.

Pursuant  to rule 436(c) under the Securities Act of 1933  (the  Act),
such  reports  are  not  considered part of a  registration  statement
prepared  or  certified  by an accountant  or  a  report  prepared  or
certified by an accountant within the meaning of sections 7 and 11  of
the Act.

                                            Very truly yours,



                                            /S/KPMG Peat Marwick LLP
                                            KPMG Peat Marwick LLP


Buffalo, New York
August 29, 1996

<PAGE>

                                                          Exhibit 24.2



                    CONSENT OF INDEPENDENT AUDITORS



The Board of Directors
Comptek Research, Inc.:

We  consent to the use of our report incorporated herein by  reference
and  to the reference to our firm under the heading "Experts" in  this
Prospectus.



                                     /S/David Michael & Company, P.C.
                                     David Michael & Company, P.C.


New York, New York
August 29, 1996

<PAGE>
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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)

                   1996 Employee Stock Purchase 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       Amount      Proposed       Proposed      Amount of
Securities to     to be        Maximum        Maximum    Registration
be Registered   Registered    Offering       Aggregate      Fee (2)
                                Price        Offering
                            Per Share (1)    Price (1)
_____________________________________________________________________
Common Stock,    250,000       $6.125       $1,531,250      $528.02
$.02 Par Value
=====================================================================
(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 30, 1996).

(2)  The registration fee has been computed pursuant to Rule 457.
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, 1996;

                     (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, 1996;
               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.   As of August 23, 1996, Mr. Head beneficially
          owned  less  then  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 24, 1996.

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 5th day of September, 1996.

                                   COMPTEK RESEARCH, INC.
                                   (Registrant)

                           By:  /S/John J. Sciuto
                                John J. Sciuto
                                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

                       President and
                       Chief Executive Officer
/S/John  J.  Sciuto    (principal executive officer)  September 5,1996
John J. Sciuto

                       Treasurer and Principal
                       Accounting Officer  and
/S/Laura L. Benedetti  Principal Financial Officer    September 5,1996
Laura L. Benedetti

/S/Joseph  A.  Alutto  Director                       September 5,1996
Joseph A. Alutto

/S/John  R.  Cummings  Director                       September 5,1996
John R. Cummings

/S/G. Wayne Hawk       Director                       September 5,1996
G. Wayne Hawk

/S/Patrick J. Martin   Director                       September 5,1996
Patrick J. Martin

/S/James D. Morgan     Director                       September 5,1996
James D. Morgan

/S/Henry P. Semmelhack Director                       September 5,1996
Henry P. Semmelhack
EXHIBIT INDEX

Exhibit No.                                  Description
___________         __________________________________________________

  4.1               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).
                    4.2   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, 1993
                    (Commission file number 1-8502).

  4.3               Incorporated by reference, Comptek Research,
                    Inc.,  Proxy Statement, dated and filed  on   June
                    24,  1996.  Attached to the Proxy Statement  is  a
                    copy of the "1996 Employee Stock Purchase 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.

  24                Consent of KPMG Peat Marwick LLP.

  24.1              Letter of KPMG Peat Marwick LLP with respect
                    to interim financial statements.

  24.2              Consent of David Michael & Company, P.C.

  25                Power of Attorney is included in Part II  of
                    this Registration Statement.
August 21, 1996                                               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
250,000  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 1996 Employee  Stock
Purchase  Plan (the "Plan") adopted by the shareholders  at  the  1996
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 24

                    CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
Comptek Research, Inc.:

We consent to the incorporation by reference of our audit report dated
May  14,  1996,  on the consolidated financial statements  of  Comptek
Research, Inc. and subsidiaries as of March 31, 1996 and 1995 and  for
each  of the years in the three-year period then ended and our  report
on the related financial statement schedule dated May 14, 1996, and to
the  reference  to  our  firm  under  the  heading  "Experts"  in  the
prospectus.

                                          /S/KPMG Peat Marwick LLP
                                          KPMG Peat Marwick LLP

Buffalo, New York
August 29, 1996
Exhibit 24.1

                 LETTER OF KPMG PEAT MARWICK, LLP WITH
                RESPECT TO INTERIM FINANCIAL STATEMENTS

Comptek Research, Inc.
Buffalo, New York

With  respect  to  this  registration statement,  we  acknowledge  our
awareness of the use herein of our report dated July 22, 1996  related
to our review of interim financial information.

Pursuant  to rule 436(c) under the Securities Act of 1933  (the  Act),
such  reports  are  not  considered part of a  registration  statement
prepared  or  certified  by an accountant  or  a  report  prepared  or
certified by an accountant within the meaning of sections 7 and 11  of
the Act.

                                            Very truly yours,

                                            /S/KPMG Peat Marwick LLP
                                            KPMG Peat Marwick LLP

Buffalo, New York
August 29, 1996
Exhibit 24.2

                    CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
Comptek Research, Inc.:

We  consent to the use of our report incorporated herein by  reference
and  to the reference to our firm under the heading "Experts" in  this
Prospectus.

                                     /S/David Michael & Company, P.C.
                                     David Michael & Company, P.C.

New York, New York
August 29, 1996