SCHEDULE 14A
(Rule 14a - 101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14a INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 1)
File by the Registrant X
Filed by a Party other than the Registrant
Check the appropriate box:
X Preliminary Proxy Statement Confidential, For use of the Commission
Only (as permitted by Rule 14a-6(e) (2)
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to Rule 14a-11c or Rule 14a-12
DYNAMICS RESEARCH CORPORATION
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
X No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(I)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11
(set forth the amount on which the filing fee is calculated
and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
Fee paid previously with preliminary materials:
________________________________________________________________________
________________________________________________
Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a) (2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date of
its filing.
(1) Amount Previously paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed: March 20, 1998
PROXY
DYNAMICS RESEARCH CORPORATION
Annual Meeting of Stockholders-April 28, 1998
The undersigned hereby appoints John S. Anderegg, Jr., Douglas R. Potter,
and John L. Wilkinson and each of them as proxies, with full power of
substitution and re-substitution to each, and hereby authorizes them to
represent and to vote as designated on the reverse, at the Annual
Meeting of Stockholders of Dynamics Research Corporation (the "Company")
on April 28, 1998 at 3:30 P.M. Boston time, and at any adjournments
thereof, all of the shares of the Company which the undersigned would be
entitled to vote if personally present.
The Board of Directors recommends a vote FOR:
1. Fixing the number of Directors and Election of the Class II Directors
FOR nominees listed below, except as indicated.
Dr. Francis J. Aguilar WITHHOLD AUTHORITY to vote
ABSTAIN
John S. Anderegg, Jr. WITHHOLD AUTHORITY to vote
ABSTAIN
2. Increasing the number of shares of Authorized Common Stock from
15,000,000 to 30,000,000 shares
For Against
Account Number No. of Shares Proxy No.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. EVERY PROPERLY SIGNED
PROXY WILL BE VOTED AS DIRECTED. UNLESS OTHERWISE DIRECTED, PROXIES
WILL BE VOTED FOR ITEM 1 AND ITEM 2. IN THEIR DISCRETION, THE PROXIES
ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING.
Dated...................., 1998
..........................
Signature
...........................
Signature
Please mark, date and sign as your name appears hereon
and return in the enclosed envelope. If signing as an
attorney, executor, administrator, trustee, guardian or
other representative capacity, please give your full title
as such.
