File No. 333-__________


                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, DC   20549


                               FORM S-8


                     REGISTRATION STATEMENT UNDER
                      THE SECURITIES ACT OF 1933


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


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


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

                   1999 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)


<PAGE 1>

                    CALCULATION OF REGISTRATION FEE



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

Common Stock,
$.02 Par Value   400,000      $8.03125      $3,212,500      $893.08




(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, 1999).

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


                             INTRODUCTION

At the Annual Meeting of Shareholders of Comptek Research, Inc. held
on August 13,  1999, the shareholders approved the 1999 Employee Stock
Purchase Plan.  This Registration Statement is filed in furtherance of
this offering of shares under the Plan to employees of Comptek and its
designated subsidiaries.

                                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  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  issuer  with  the
          Securities  and  Exchange  Commission  are  incorporated  by
          reference in this Registration Statement:

               (a)  Annual  Report  on Form 10-K for  the  year  ended
               March 31, 1999;

               (b)  All other reports filed pursuant to Section 13(a) or
               15(d) of the Securities
<PAGE 2>

                    Exchange  Act of 1934 since the end of the  fiscal
                    year ended March 31, 1999; 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 Comptek pursuant to Sections  13(a),
          13(c),  14 or 15(d) of the Securities Exchange Act of  1934,
          as  amended,  after the date of this Registration  Statement
          and  prior to the filing of a post-effective amendment which
          indicates  that  all securities offered have  been  sold  or
          which  deregisters  all  securities then  remaining  unsold,
          shall be deemed to be incorporated by reference herein as  a
          part hereof from the date of filing of such documents.

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

Item 4.   Description of Securities.

          Inapplicable.

Item 5.   Interests of Named Experts and Counsel.

          Certain  legal matters in connection with the  common  stock
          offered hereby have been passed upon by Christopher A. Head,
          Esq., 2732 Transit Road, Buffalo, New York 14224-2523.   Mr.
          Head  is  Executive  Vice  President,  General  Counsel  and
          Secretary  of  the Company.  Mr. Head is also a shareholder.
          As  of  August 30, 1999, Mr. Head owns less than one percent
          of  the  Company's  issued  and  outstanding  common  stock.
          Additional  information concerning his stock  ownership  and
          rights  with  respect to stock options is set forth  in  the
          Company's definitive Proxy Statement dated July 12, 1999.

<PAGE 3>

Item 6.   Indemnification of Directors and Officers.

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

                              ARTICLE IX

                            INDEMNIFICATION

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

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

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

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

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

<PAGE 4>

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

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

Item 7.   Exemption from Registration Claimed.

          Inapplicable.

Item 8.   Exhibits.

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

Item 9.   Undertakings.

          A.   The undersigned Registrant hereby undertakes:

               (1)   To  file,  during any period in which  offers  or
               sales  are  being made, a post-effective  amendment  to
               this Registration Statement:

                    (i)  To include any prospectus required by section
                    10(a)(3) of the Securities Act of 1933;

                    (ii)  To  reflect in the Prospectus any  facts  or
                    events  arising after the effective date  of  this
                    Registration  Statement (or the most recent  post-
                    effective amendment hereof) which, individually or
                    in  the  aggregate, represent a fundamental change
                    in  the information set forth in this Registration
                    Statement;

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

                    Provided,  however, that paragraphs (A)(1)(i)  and
               (A)(1)(ii) do not apply if the information required  to
               be  included  in  a post-effective amendment  by  those
               paragraphs  is contained in periodic reports  filed  by
               the  Registrant pursuant to section 13 or section 15(d)
               of  the  Securities  Exchange  Act  of  1934  that  are
               incorporated   by   reference  in   this   Registration
               Statement.

<PAGE 5>

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

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

          B.    The undersigned Registrant hereby undertakes that, for
          purposes  of determining any liability under the  Securities
          Act  of  1933, each filing of the Registrant's Annual Report
          pursuant to section 13(a) or section 15(d) of the Securities
          Exchange  Act  of 1934 that is incorporated by reference  in
          this  Registration Statement shall be deemed  to  be  a  new
          registration  statement relating to the  securities  offered
          therein,  and the offering of such securities at  that  time
          shall  be  deemed  to  be  the initial  bona  fide  offering
          thereof.

          C.    Insofar  as  indemnification for  liabilities  arising
          under  the  Securities  Act  of 1933  may  be  permitted  to
          directors,   officers  and  controlling   persons   of   the
          Registrant   pursuant  to  the  foregoing   provisions,   or
          otherwise,  the  Registrant has been  advised  that  in  the
          opinion  of  the  Securities and  Exchange  Commission  such
          indemnification is against public policy as expressed in the
          Act  and is, therefore, unenforceable.  In the event that  a
          claim  for  indemnification against such liabilities  (other
          than  the payment by the Registrant of expenses incurred  or
          paid  by  a director, officer or controlling person  of  the
          Registrant in the successful defense of any action, suit  or
          proceeding)  is  asserted  by  such  director,  officer   or
          controlling  person in connection with the securities  being
          registered,  the Registrant will, unless in the  opinion  of
          its  counsel  the  matter  has been settled  by  controlling
          precedent, submit to a court of appropriate jurisdiction the
          question  whether  such indemnification  by  it  is  against
          public  policy as expressed in the Act and will be  governed
          by the final adjudication of such issue.


<PAGE 6>

                              SIGNATURES

Pursuant  to  the  requirements of the Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it
meets  all  of  the requirements for filing on Form S-8 and  has  duly
caused  this Registration Statement to be signed on its behalf by  the
undersigned,  thereunto duly authorized in the City of Buffalo,  State
of New York, on the 31st day of August, 1999.

                                   COMPTEK RESEARCH, INC.
                                   (Registrant)

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


<PAGE 7>


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

Power of Attorney

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

      Signature                 Title                 Date

                              Chairman,
                            President and
                           Chief Executive
/s/John J. Sciuto              Officer           August 30, 1999
----------------------	  ------------------	 -------------------
John J. Sciuto

                           Vice President,
                            Treasurer and
                           Chief Financial
/s/Laura L. Benedetti          Officer           August 30, 1999
----------------------    ------------------	 --------------------
Laura L Benedetti


/s/Joseph A. Alutto           Director           August 30, 1999
----------------------	  ------------------	 --------------------
Joseph A. Alutto


/s/John R. Cummings           Director           August 30, 1999
----------------------	  ------------------	 --------------------
John R. Cummings


/s/G. Wayne Hawk              Director           August 30, 1999
----------------------	  ------------------	 --------------------
G. Wayne Hawk


/s/Patrick J. Martin          Director           August 30, 1999
----------------------	  ------------------	 --------------------
Patrick J. Martin


/s/Wayne E. Meyer             Director           August 30, 1999
----------------------	  ------------------	 --------------------
Wayne E. Meyer


/s/James D. Morgan            Director           August 30, 1999
----------------------	  ------------------	 --------------------
James D. Morgan


/s/Henry P. Semmelhack        Director           August 30, 1999
----------------------	  ------------------	 --------------------
Henry P. Semmelhack


<PAGE 8>


                             EXHIBIT INDEX


Exhibit No.                   Description
__________    ________________________________________________________

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

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

4.2            Amendment to Restated By-laws.  Incorporated
               by reference from Exhibit 3.1 to Registrant's Form 10-Q
               for the quarterly period ended July 2, 1999.

4.3            1999 Employee Stock Purchase Plan.
               Incorporated by reference from Exhibit A to
               Registrant's 1999 Definitive Proxy Statement dated July
               12, 1999.

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

23             Consent of KPMG LLP, Independent Auditors.

<PAGE 9>



August 30, 1999                                              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
400,000 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 1999 Employee Stock
Purchase Plan adopted by the shareholders at the 1999 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.

Very truly yours,



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

<PAGE 10>


                                                            Exhibit 23

                     INDEPENDENT AUDITORS' CONSENT


To the Board of Directors
Comptek Research, Inc.:


We  consent to the use of our reports dated May 14, 1999, relating  to
the   consolidated  balance  sheets  of  Comptek  Research,  Inc.  and
subsidiaries  as  of  March  31,  1999  and  1998,  and  the   related
consolidated  statements  of income, shareholders'  equity,  and  cash
flows  for each of the years in the three-year period ended March  31,
1999,  and  related schedule, incorporated herein by reference,  which
reports  appear in, or are incorporated by reference into,  the  March
31, 1999 annual report on Form 10-K of Comptek Research, Inc.



/S/KPMG LLP
                                          KPMG LLP


Buffalo, New York
August 27, 1999

<PAGE 11>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22887}]
{"company-data": {"conformed-name": "COMPTEK RESEARCH INC/NY", "cik": "0000720031", "assigned-sic": "7371", "irs-number": "160959023", "state-of-incorporation": "NY", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-86333", "film-number": "99704471"}, "business-address": {"street1": "2732 TRANSIT RD", "city": "BUFFALO", "state": "NY", "zip": "14224-2523", "phone": "7166774070"}, "mail-address": {"street1": "2732 TRANSIT RD", "city": "BUFFALO", "state": "NY", "zip": "14224-2523"}}
File No. 333-__________

                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, DC   20549

                               FORM S-8

                     REGISTRATION STATEMENT UNDER
                      THE SECURITIES ACT OF 1933

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

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

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

                   1999 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

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

Common Stock,
$.02 Par Value   400,000      $8.03125      $3,212,500      $893.08

(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, 1999).

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

                             INTRODUCTION

At the Annual Meeting of Shareholders of Comptek Research, Inc. held
on August 13,  1999, the shareholders approved the 1999 Employee Stock
Purchase Plan.  This Registration Statement is filed in furtherance of
this offering of shares under the Plan to employees of Comptek and its
designated subsidiaries.

                                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  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  issuer  with  the
          Securities  and  Exchange  Commission  are  incorporated  by
          reference in this Registration Statement:

               (a)  Annual  Report  on Form 10-K for  the  year  ended
               March 31, 1999;

               (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, 1999; 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 Comptek pursuant to Sections  13(a),
          13(c),  14 or 15(d) of the Securities Exchange Act of  1934,
          as  amended,  after the date of this Registration  Statement
          and  prior to the filing of a post-effective amendment which
          indicates  that  all securities offered have  been  sold  or
          which  deregisters  all  securities then  remaining  unsold,
          shall be deemed to be incorporated by reference herein as  a
          part hereof from the date of filing of such documents.

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

Item 4.   Description of Securities.

          Inapplicable.

Item 5.   Interests of Named Experts and Counsel.

          Certain  legal matters in connection with the  common  stock
          offered hereby have been passed upon by Christopher A. Head,
          Esq., 2732 Transit Road, Buffalo, New York 14224-2523.   Mr.
          Head  is  Executive  Vice  President,  General  Counsel  and
          Secretary  of  the Company.  Mr. Head is also a shareholder.
          As  of  August 30, 1999, Mr. Head owns less than one percent
          of  the  Company's  issued  and  outstanding  common  stock.
          Additional  information concerning his stock  ownership  and
          rights  with  respect to stock options is set forth  in  the
          Company's definitive Proxy Statement dated July 12, 1999.
Item 6.   Indemnification of Directors and Officers.

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

                              ARTICLE IX

                            INDEMNIFICATION

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

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

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

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

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

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

Item 7.   Exemption from Registration Claimed.

          Inapplicable.

Item 8.   Exhibits.

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

Item 9.   Undertakings.

          A.   The undersigned Registrant hereby undertakes:

               (1)   To  file,  during any period in which  offers  or
               sales  are  being made, a post-effective  amendment  to
               this Registration Statement:

                    (i)  To include any prospectus required by section
                    10(a)(3) of the Securities Act of 1933;

                    (ii)  To  reflect in the Prospectus any  facts  or
                    events  arising after the effective date  of  this
                    Registration  Statement (or the most recent  post-
                    effective amendment hereof) which, individually or
                    in  the  aggregate, represent a fundamental change
                    in  the information set forth in this Registration
                    Statement;

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

                    Provided,  however, that paragraphs (A)(1)(i)  and
               (A)(1)(ii) do not apply if the information required  to
               be  included  in  a post-effective amendment  by  those
               paragraphs  is contained in periodic reports  filed  by
               the  Registrant pursuant to section 13 or section 15(d)
               of  the  Securities  Exchange  Act  of  1934  that  are
               incorporated   by   reference  in   this   Registration
               Statement.
(2)  That, for the purpose of determining any liability
               under  the  Securities  Act of 1933,  each  such  post-
               effective  amendment  shall  be  deemed  to  be  a  new
               registration  statement  relating  to  the   securities
               offered therein, and the offering of such securities at
               that  time shall be deemed to be the initial bona  fide
               offering thereof.

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

          B.    The undersigned Registrant hereby undertakes that, for
          purposes  of determining any liability under the  Securities
          Act  of  1933, each filing of the Registrant's Annual Report
          pursuant to section 13(a) or section 15(d) of the Securities
          Exchange  Act  of 1934 that is incorporated by reference  in
          this  Registration Statement shall be deemed  to  be  a  new
          registration  statement relating to the  securities  offered
          therein,  and the offering of such securities at  that  time
          shall  be  deemed  to  be  the initial  bona  fide  offering
          thereof.

          C.    Insofar  as  indemnification for  liabilities  arising
          under  the  Securities  Act  of 1933  may  be  permitted  to
          directors,   officers  and  controlling   persons   of   the
          Registrant   pursuant  to  the  foregoing   provisions,   or
          otherwise,  the  Registrant has been  advised  that  in  the
          opinion  of  the  Securities and  Exchange  Commission  such
          indemnification is against public policy as expressed in the
          Act  and is, therefore, unenforceable.  In the event that  a
          claim  for  indemnification against such liabilities  (other
          than  the payment by the Registrant of expenses incurred  or
          paid  by  a director, officer or controlling person  of  the
          Registrant in the successful defense of any action, suit  or
          proceeding)  is  asserted  by  such  director,  officer   or
          controlling  person in connection with the securities  being
          registered,  the Registrant will, unless in the  opinion  of
          its  counsel  the  matter  has been settled  by  controlling
          precedent, submit to a court of appropriate jurisdiction the
          question  whether  such indemnification  by  it  is  against
          public  policy as expressed in the Act and will be  governed
          by the final adjudication of such issue.
SIGNATURES

Pursuant  to  the  requirements of the Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it
meets  all  of  the requirements for filing on Form S-8 and  has  duly
caused  this Registration Statement to be signed on its behalf by  the
undersigned,  thereunto duly authorized in the City of Buffalo,  State
of New York, on the 31st day of August, 1999.

                                   COMPTEK RESEARCH, INC.
                                   (Registrant)

                              By:  /s/John J. Sciuto
                                   ------------------------
                                   John J. Sciuto
                                   Chairman, President, and
                                   Chief Executive Officer
Pursuant  to  the  requirements of the Securities Act  of  1933,  this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

Power of Attorney

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

      Signature                 Title                 Date

                              Chairman,
                            President and
                           Chief Executive
/s/John J. Sciuto              Officer           August 30, 1999
----------------------	  ------------------	 -------------------
John J. Sciuto

                           Vice President,
                            Treasurer and
                           Chief Financial
/s/Laura L. Benedetti          Officer           August 30, 1999
----------------------    ------------------	 --------------------
Laura L Benedetti

/s/Joseph A. Alutto           Director           August 30, 1999
----------------------	  ------------------	 --------------------
Joseph A. Alutto

/s/John R. Cummings           Director           August 30, 1999
----------------------	  ------------------	 --------------------
John R. Cummings

/s/G. Wayne Hawk              Director           August 30, 1999
----------------------	  ------------------	 --------------------
G. Wayne Hawk

/s/Patrick J. Martin          Director           August 30, 1999
----------------------	  ------------------	 --------------------
Patrick J. Martin

/s/Wayne E. Meyer             Director           August 30, 1999
----------------------	  ------------------	 --------------------
Wayne E. Meyer

/s/James D. Morgan            Director           August 30, 1999
----------------------	  ------------------	 --------------------
James D. Morgan

/s/Henry P. Semmelhack        Director           August 30, 1999
----------------------	  ------------------	 --------------------
Henry P. Semmelhack
EXHIBIT INDEX

Exhibit No.                   Description
__________    ________________________________________________________

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

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

4.2            Amendment to Restated By-laws.  Incorporated
               by reference from Exhibit 3.1 to Registrant's Form 10-Q
               for the quarterly period ended July 2, 1999.

4.3            1999 Employee Stock Purchase Plan.
               Incorporated by reference from Exhibit A to
               Registrant's 1999 Definitive Proxy Statement dated July
               12, 1999.

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

23             Consent of KPMG LLP, Independent Auditors.
August 30, 1999                                              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
400,000 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 1999 Employee Stock
Purchase Plan adopted by the shareholders at the 1999 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.

Very truly yours,

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

                     INDEPENDENT AUDITORS' CONSENT

To the Board of Directors
Comptek Research, Inc.:

We  consent to the use of our reports dated May 14, 1999, relating  to
the   consolidated  balance  sheets  of  Comptek  Research,  Inc.  and
subsidiaries  as  of  March  31,  1999  and  1998,  and  the   related
consolidated  statements  of income, shareholders'  equity,  and  cash
flows  for each of the years in the three-year period ended March  31,
1999,  and  related schedule, incorporated herein by reference,  which
reports  appear in, or are incorporated by reference into,  the  March
31, 1999 annual report on Form 10-K of Comptek Research, Inc.

/S/KPMG LLP
                                          KPMG LLP

Buffalo, New York
August 27, 1999