COMPTEK RESEARCH INC/NY
10-Q, 1999-11-15
COMPUTER PROGRAMMING SERVICES
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               SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, DC

                           FORM 10-Q


(Mark One)
[x]  QUARTERLY  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF  THE  SECURITIES
     EXCHANGE ACT OF 1934

For the quarterly period ended October 1, 1999.

                               OR

[ ]  TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF  THE  SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from ______  to  ________

                    Commission file number   1-8502
                                             -------


                         Comptek Research, Inc.
- ----------------------------------------------------------------
     (Exact name of registrant as specified in its charter)


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


2732 Transit Road, Buffalo, New York          14224-2523
- ----------------------------------------      ---------------
(Address of principal executive offices)      (Zip Code)


Registrant's   telephone  number,  including  area  code (716) 677-4070
                                                 							 ---------------


                         Not Applicable
- -----------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since
last report.)


Indicate  by  check  [ ] whether the registrant (1) has filed  all  reports
required to be filed by Section 13 of 15(d) of the Securities Exchange  Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject  to
such filing requirements for the past 90 days.
                                       Yes    X    No


       Class                    Outstanding at  October 1, 1999
- ------------------------    --------------------------------------
Common $.02 Par Value                         5,115,653


                     COMPTEK RESEARCH, INC.

                             INDEX



                                                           Page
PART I.     Financial Information                          Number

      Item 1.  Financial Statements

      Consolidated Condensed Balance Sheets
      October 1, 1999, and March 31, 1999                     3

      Consolidated Condensed Statements of Income
      Twenty-Six Weeks Ended October 1, 1999,
      and September 25, 1998                                  4

      Consolidated Condensed Statements of Cash Flows
      Twenty-Six Weeks Ended October 1, 1999,
      and September 25, 1998                                  5

      Consolidated Statement of Changes in Shareholders'
      Equity Twenty-Six Weeks Ended October 1, 1999           6

      Notes to the Consolidated Condensed
      Financial Statements                                    7

      Independent Accountants' Review Report                 10

      Item 2.  Management's Discussion and Analysis
      of Financial Condition and Results of Operations       11


PART II.    Other Information

      Item 4.  Submission of Matters to a Vote of
      Security Holders                                       15

      Item 6.  Exhibits and Reports on Form 8-K              16




         COMPTEK RESEARCH, INC. AND SUBSIDIARIES

          CONSOLIDATED CONDENSED BALANCE SHEETS
                    (In thousands)

                                             October 1,    March 31,
                                                1999          1999
                                             ----------    ---------

                                            (Unaudited)

Assets

Current assets:

Cash and equivalents                              $2,358       $2,376

Receivables                                       39,355       36,099

Inventories                                        5,925        5,744

Other                                              1,511        1,018
                                              ----------    ---------

       Total current assets                       49,149       45,237


Equipment and leasehold improvements, net          7,198        7,034
  of accumulated depreciation and
  amortization of $10,366 at October 1,
  1999 and $9,050 at March 31, 1999

Goodwill                                          41,649       41,645

Other assets                                       5,063        4,857
                                              ----------    ---------

       Total assets                             $103,059      $98,773

Liabilities and Shareholders' Equity

Current liabilities:

Current installments on long-term debt            $3,792       $4,030

Accounts payable                                   4,799        7,482

Accrued salaries and benefits                      7,486        9,040

Other accrued expenses                             4,812        3,804

Customer advances                                  9,122        7,646

Deferred income taxes                              1,467        1,209
                                             -----------    ---------

       Total current liabilities                  31,478       33,211

Deferred income taxes                                902          853

Long-term debt, excluding current                 53,787       49,610
installments

Shareholders' equity:

Common stock                                         111          110

Additional paid-in capital                        16,448       16,190

Stock related awards and loans                     (207)        (296)

Retained earnings                                  4,328        2,466
                                             -----------    ---------

                                                  20,680       18,470

Less cost of treasury shares                     (3,788)      (3,371)
                                             -----------    ---------

       Total shareholders' equity                 16,892       15,099
                                             -----------    ---------

Total liabilities and shareholders' equity      $103,059      $98,773
                                              ==========    =========

See accompanying notes to consolidated condensed financial statements.




           COMPTEK RESEARCH, INC. AND SUBSIDIARIES

         CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                         (Unaudited)
           (In thousands, except per share amounts)


                               Thirteen Weeks Ended    Twenty-Six Weeks Ended

                               Oct. 1,    Sept. 25,    Oct. 1,    Sept. 25,
                                 1999        1998       1999         1998
                               -------    ---------    -------    ----------

Net sales                       $33,658      $23,452   $71,727       $43,703

Operating costs and expenses:

      Cost of sales              25,870       17,675    55,679        33,008

      Selling, general and        4,691        3,414     9,680         6,317
      administrative

      Research and                  747          672     1,515         1,319
      development               -------    ---------   -------     ---------

Operating profit                  2,350        1,691     4,853         3,059

Interest expense, net               945          398     1,875           646
                                -------    ---------   -------     ---------

Income before income taxes        1,405        1,293     2,978         2,413

Income taxes                        578          528     1,116           965
                                -------    ---------   -------     ---------

Net income                         $827         $765    $1,862        $1,448
                                =======    =========   =======     =========

Net income per share:

     Basic                        $0.16       $0.15       $0.36       $0.29
                                =======   =========    =======    =========

     Basic weighted average
       shares outstanding         5,116        5,027     5,106         5,009
                                =======    =========   =======     =========

     Diluted                      $0.15       $0.15       $0.32       $0.28
                                =======    =========    =======    =========

     Diluted weighted average
       shares outstanding         7,026        5,200     7,026         5,194
                                =======     =========   =======     =========

See accompanying notes to consolidated condensed financial statements.


           COMPTEK RESEARCH, INC. AND SUBSIDIARIES

       CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                        (Unaudited)

                      (In thousands)

                                                Twenty-Six Weeks Ended

                                                October 1,   Sept. 25,
                                                   1999         1998
                                                ----------   ---------

Operating activities:

   Net income                                       $1,862       $1,448

   Adjustments to reconcile net income
     to net cash provided by (used in)
     operating activities:

     Depreciation and amortization                   2,729        1,087

     Deferred income taxes                             302          692

     Non-cash charges                                  170          204

     Other assets                                        -          130

     Changes in assets and liabilities
       providing (using) cash, excluding
       the effects of acquisition:

Receivables                                        (4,242)          865
Inventories                                          (181)        (447)

         Other current assets                        (479)          156

         Accounts payable and accrued expenses     (3,229)      (3,577)

         Customer advances                           1,476          337
                                                  ----------    ---------
Net cash provided by (used in) operating          $(1,592)         $895
  activities                                      ----------    ---------

Investing activities:

   Expenditures for equipment and
   leasehold improvements                         $(1,479)       $(437)

   Software development costs                        (717)        (263)

   Payment from officer for stock purchase              50           50

   Proceeds from sale of assets                         46            -

   Payments pursuant to business acquisitions,           -     (17,946)
   net of cash acquired                          ---------    ---------

Net cash used in investing activities             $(2,100)    $(18,596)
                                                 ---------    ---------

Financing activities:

   Net proceeds from revolving debt                 $5,678       $4,150

   Proceeds from issuance of long-term debt
                                                         -       15,000

   Repayment of long-term debt                     (1,739)      (1,022)

   Repurchase of common stock                        (417)        (398)

   Proceeds from sale of common stock held in
     treasury                                            -          364

   Proceeds from issuance of common stock
                                                       152           79
                                                 ---------    ---------

Net cash provided by financing                      $3,674      $18,173
  activities                                     ---------    ---------

Net increase (decrease) in cash and                  $(18)         $472
  equivalents

Cash and equivalents at beginning of                 2,376          550
  year                                           ---------    ---------

Cash and equivalents at end of period               $2,358       $1,022
                                                 =========    =========

See accompanying notes to consolidated condensed financial statements.



                COMPTEK RESEARCH, INC. AND SUBSIDIARIES

     CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

                Twenty-Six Weeks Ended October 1, 1999
                             (Unaudited)

                           (In thousands)


                                         Stock
                              Addi-     Related
                             tional     Awards
                    Common   Paid-In      and     Retained  Treasury
                     Stock   Capital     Loans    Earnings    Stock    Total
                   ----------------------------------------------------------
Balance at March
31, 1999              $ 110   $16,190  $   (296)     $2,466  $(3,371)  $15,099

Net income                -         -          -      1,862         -    1,862

Exercise of stock
options                   1       151          -          -         -      152

Stock award               -       107         39          -         -      146

Repurchase of
common stock              -         -          -          -     (417)    (417)

Payment from
officer for stock         -         -         50          -         -       50
purchase             ------  --------   --------   --------  --------  -------

Balance at October
1, 1999               $ 111   $16,448  $   (207)     $4,328  $(3,788)  $16,892


See accompanying notes to consolidated condensed financial statements.


                 Comptek Research, Inc. and Subsidiaries

           Notes to Consolidated Condensed Financial Statements

                               (Unaudited)

     1. In  the  opinion  of  Management, the  accompanying  unaudited
        consolidated  condensed  financial  statements   contain   all
        adjustments,  consisting of normal recurring items,  necessary
        to   present   fairly  the  financial  position,  results   of
        operations and cash flows for the periods shown.   It  is  the
        Company's  policy to end its first three quarterly  accounting
        periods  on  the  last Friday of each quarter, which  includes
        thirteen  weeks  of operations.  The fourth  quarter  ends  on
        March 31.  The financial data included herein was compiled  in
        accordance  with the same accounting policies applied  to  the
        Company's audited annual financial statements, which should be
        read in conjunction with these statements.

        The  results  of  operations for the  twenty-six  weeks  ended
        October 1, 1999, are not necessarily indicative of the results
        to be expected for the full year.

     2. Net Income Per Share

        The  following  table reconciles the effect  that  potentially
        dilutive  securities have on net income per share (amounts  in
        thousands, except per share data):


                                     Thirteen Weeks     Twenty-Six Weeks
                                         Ended                Ended
                                   ----------------     ----------------
                                              Sept.                Sept.
                                   Oct. 1,     25,      Oct. 1,     25,
                                    1999       1998      1999       1998

     Basic Net Income Per Share:

     Net income                       $827      $765     $1,862    $1,448
                                   =======    ======    =======    ======


     Weighted average shares         5,116     5,027      5,106     5,009
                                   =======    ======    =======    ======
       outstanding

     Basic net income per share      $0.16     $0.15      $0.36     $0.29
                                   =======    ======    =======    ======

     Diluted Net Income Per Share:

     Net income                       $827      $765     $1,862    $1,448

     After-tax equivalent of
       Interest expense on 8.5%
       Convertible subordinated
       debentures                      193         -        391         -
                                    ------    ------     ------    ------

     Income for purposes of
       computing diluted net        $1,020      $765     $2,253    $1,448
       income per share            =======    ======    =======    ======

     Weighted average shares         5,116     5,027      5,106     5,009
       outstanding

     Incremental shares from
       assumed conversions:

             Stock options             145       173        155       185

             Convertible
               Subordinated          1,765         -      1,765         -
               Debentures          -------    ------     ------    ------

     Weighted average shares
       Outstanding for purposes
       of computing diluted          7,026     5,200      7,026     5,194
       net income per share         ======    ======    =======    ======

     Diluted net income per          $0.15     $0.15      $0.32     $0.28
       share                       =======    ======    =======    ======

3.   On March 26, 1999, the Company completed the purchase of the
     business  operations  and substantially  all  of  the  related
     assets  and liabilities of Amherst Systems, Inc. (Amherst),  a
     privately-held company.  Accordingly, the acquired  operations
     are included in the Company's operating results for the twenty-
     six  weeks  ended  October 1, 1999.  The  Company  is  in  the
     process of gathering the information necessary to finalize the
     allocation  of  the  purchase price and,  at  this  time,  the
     purchase price allocation continues to remain preliminary.

     For  the  twenty-six  weeks  ended  September  25,  1998,  the
     following unaudited pro forma results of operations assume the
     Amherst acquisition had occurred at April 1, 1998.  These  pro
     forma  results  are not necessarily indicative of  the  actual
     results   of  operations  that  may  have  resulted   if   the
     combination had occurred on that date.


    Net Sales                        $66,681

    Net Income                        $1,372

    Earnings per share - Basic        $ 0.27

    Earnings per share - Diluted      $ 0.25


4. Inventories consist of (in thousands):


                                Oct. 1,         Mar. 31,
                                  1999            1999
                               ---------       ----------

        Parts                      $3,487           $3,114

        Work-in-process             2,087            2,300

        Finished goods                351              330
                                ---------       ----------

           Total                   $5,925           $5,744
                                =========       ==========


5. During  the  twenty-six weeks ended October  1,  1999,  51,046
   shares of the Company's common stock were purchased and placed
   into Treasury stock.  These shares were acquired pursuant to a
   stock  repurchase  plan  approved by the  Company's  Board  of
   Directors.   There  were  no common  shares  issued  from  the
   Company's  treasury  shares.  The  total  number  of  treasury
   shares as of  October 1, 1999 was 481,190.

6. During the twenty-six weeks ended October 1, 1999, the Company
   granted  226,000 options at the closing market  price  on  the
   date  of grant under its Equity Incentive Plans.  Options  for
   682,811  shares  were available for future  grants  under  the
   Equity Incentive Plans.

   During the twenty-six weeks ended October 1, 1999, the Company
   granted 24,000 options at the closing market price on the date
   of  grant under its Non-Employee Directors Stock Option  Plan.
   On  August 17, 1998, the Board of Directors amended  the  Non-
   Employee Director Stock Option Plan to increase the number  of
   shares  available  for grant to 300,000 from  100,000  shares.
   Based on this increase, which was approved by shareholders  at
   the  1999 Annual Meeting of Shareholders, at October 1,  1999,
   there  were  177,000 shares available for future grants  under
   this Plan.

   A total of 405,041 shares were exercisable under these plans.

7. Business Segment Information

                              Thirteen Weeks      Twenty-Six Weeks
                                  Ended                Ended

                                         Sept.                 Sept.
                             Oct. 1,      25,      Oct. 1,      25,
                              1999       1998       1999       1998

   Net Sales

      Simulation and          $14,068    $4,556    $32,338     $9,226
        Training

      Tactical Systems         10,259     8,358     20,840     14,867

      Engineering and
        Technical               9,331    10,538     18,549     19,610
        Services             --------   -------    -------    -------

        Total Net Sales       $33,658   $23,452    $71,727    $43,703
                             ========   =======    =======    =======

   Operating Profit

      Simulation and             $607      $471     $1,386       $757
        Training

      Tactical Systems            951       372      2,009      1,014

      Engineering and
        Technical
        Services                  792       848      1,458      1,288
                              -------   -------    -------    -------

   Total Operating Profit      $2,350    $1,691     $4,853     $3,059

   Interest expense, net        (945)     (398)    (1,875)      (646)
                              -------   -------    -------    -------

      Income before            $1,405    $1,293     $2,978     $2,413
        income taxes          =======   =======    =======    =======


             Independent Accountants' Review Report



The Board of Directors and Shareholders
Comptek Research, Inc.:


We  have  reviewed  the consolidated condensed balance  sheet  of
Comptek  Research, Inc. and subsidiaries as of October  1,  1999,
and  the related consolidated condensed statements of income  for
the  thirteen and twenty-six week periods ended October  1,  1999
and  September 25, 1998, and changes in shareholders' equity, and
cash  flows for the twenty-six week periods ended October 1, 1999
and  September 25, 1998.  These consolidated condensed  financial
statements are the responsibility of the Company's management.

We conducted our reviews in accordance with standards established
by  the  American Institute of Certified Public  Accountants.   A
review  of interim financial information consists principally  of
applying  analytical  procedures to financial  data,  and  making
inquiries  of  persons responsible for financial  and  accounting
matters.   It  is substantially less in scope than  an  audit  in
accordance  with  generally  accepted  auditing  standards,   the
objective of which is the expression of an opinion regarding  the
financial  statements taken as a whole.  Accordingly, we  do  not
express such an opinion.

Based   on  our  reviews,  we  are  not  aware  of  any  material
modifications  that should be made to the consolidated  condensed
financial  statements  referred  to  above  for  them  to  be  in
conformity with generally accepted accounting principles.

We have previously audited, in accordance with generally accepted
auditing  standards, the consolidated balance  sheet  of  Comptek
Research,  Inc. and subsidiaries as of March 31,  1999,  and  the
related  consolidated statements of income, shareholders' equity,
and  cash  flows  for each of the years in the three-year  period
then  ended (not presented herein); and in our report  dated  May
14,   1999,  we  expressed  an  unqualified  opinion   on   those
consolidated   financial  statements.   In   our   opinion,   the
information set forth in the accompanying consolidated  condensed
balance sheet as of March 31, 1999, is fairly presented,  in  all
material respects, in relation to the consolidated balance  sheet
from which it has been derived.




                                   /S/ KPMG LLP
                                   KPMG LLP

Buffalo, New York
October 22, 1999



              Management's Discussion and Analysis
         Financial Condition and Results of Operations


General

Comptek  designs and develops specialized systems,  software  and
proprietary products intended for the global military electronics
market.    These   defense-related  systems  provide   management
information  and implement offensive and defensive  responses  in
combat  situations.   Additionally,  we  are  a  supplier  of  EW
simulation/stimulation, training and software validation  systems
related to electronic surveillance.  We also develop systems  and
provide  engineering and technical services for  the  maintenance
and upgrade of EW and Command, Control, Communications, Computers
and Intelligence systems for several U.S. Air Force and U.S. Navy
platforms.

Comptek    operates    in    three    business    segments:    EW
Simulation/Stimulation  and  Training  Systems  (Simulation   and
Training),  Tactical  Systems,  and  Engineering  and   Technical
Services (Services).

In  March  1999,  we completed the acquisition  of  the  business
operations,  assets and related liabilities of  Amherst  Systems,
Inc.  ("Amherst").  Amherst's annualized net sales, prior to  the
acquisition were approximately $45 million, with the majority  of
such  sales attributable to domestic activities under fixed-price
contracts.   This acquired business operates under our Simulation
and  Training business segment and has substantially affected the
Company's  financial  condition  and  operating  activities,   as
discussed  in  greater  detail below.  The  pro  forma  financial
information pertaining to the Amherst acquisition is presented in
note 3 to the consolidated condensed financial statements.

The  Company's contract backlog as of October 1, 1999 was  $178.3
million,  a slight increase from $173.4 million at July 2,  1999.
Since  March 31, 1999, backlog decreased by 5.4% as a  result  of
work performed under these contracts.

Results of Operations

Net  Sales.   Net sales for the thirteen weeks ended  October  1,
1999,  were to $33.7 million, an increase of 43.5% from the prior
year's  net sales of $23.5 million for the corresponding  period.
For the twenty-six weeks ended October 1, 1999, net sales were to
$71.7  million,  an increase of 64.1% from the prior  year's  net
sales of  $43.7 million.

The  Simulation  and  Training segment's net sales  increased  by
208.8%  and  250.5% for the thirteen weeks and  twenty-six  weeks
ended October 1, 1999, respectively.   Net sales for this segment
were  $14.1 million and $32.3 million for the thirteen weeks  and
twenty-six  weeks  ended October 1, 1999, respectively,  compared
with $4.6 million and $9.2 million from the corresponding periods
in  the  prior  year. These increases are primarily  due  to  the
acquisition  of Amherst completed in March 1999.  The  Simulation
and Training segment is currently comprised of the former Amherst
and  Comptek's Advanced Systems Division.  Net sales attributable
to  the former Amherst were approximately $11.6 million and $26.2
million  for the thirteen and twenty-six weeks ended  October  1,
1999,  respectively,  offset  by decreases  in  Advanced  Systems
Division's   portion  of  the  segment  sales.   This  offsetting
decrease was principally due to a drop in orders related  to  the
Advanced Systems Division.

The  Tactical Systems segment's net sales were $20.8 million  for
the  twenty-six  weeks ended October 1, 1999  compared  to  $14.9
million from the prior year.  This increase is associated with an
increase in product sales this year as compared with prior  year.
Additionally, Comptek purchased PRB Associates, Inc. ("PRB") last
year  effective May 1, 1998, and as a result only five months  of
PRB operations are reported for the first half of Fiscal 1999.

The  Services segment reported net sales for the twenty-six weeks
ended October 1, 1999 of $18.6 million, a decrease of 5.4%,  from
$19.6  million  in the prior year.  This decrease  is  associated
with  fluctuations  in  the  timing of contract  performance  and
delivery orders..

Gross  Margin.  Gross margin was $16.0 million in the  twenty-six
weeks ended October 1, 1999 from $10.7 million in the prior year,
representing an increase of 50.1%.  Gross margin as a  percentage
of  sales  decreased  to  22.4% for the  twenty-six  weeks  ended
October 1, 1999, compared with 24.5% in the prior year.  For  the
thirteen  weeks ended October 1, 1999 gross margin  increased  to
$7.8  million, or 23.1% of sales, compared with $5.8 million,  or
24.6% of sales, in the prior year.

The increase in gross margin dollars, as well as the decrease  in
the  gross  margin  as a percent of sales for both  the  thirteen
weeks and twenty-six weeks ended October, is primarily the result
of  activities  in  the  Simulation and  Training  segment.   The
acquired  operations of Amherst contributed  an  additional  $2.6
million  and  $5.7 million of gross margin, for the thirteen  and
twenty-six  weeks  ended  October 1,  1999,  respectively.   This
increase was offset, in part, by a loss of approximately $530,000
and  $860,000 for the thirteen and twenty-six weeks ended October
1,  1999,  in  an  existing simulation and training  fixed-priced
contract.    Both  the former Amherst operations and  the  losses
recognized  on  an existing simulation and training  fixed-priced
contract  negatively impacted the gross margin as  a  percent  of
sales.   The  acquired  operations  of  Amherst  reported   gross
margins,  as  a percentage of sales, of 22.7% and 21.7%  for  the
thirteen and twenty-six weeks ended October 1, 1999.

Selling,  General and Administrative (SG&A) Expenses.   SG&A  was
$9.7  million in the twenty-six weeks ended October 1,  1999,  up
from $6.3 million in the prior year, representing an increase  of
53.2%.   SG&A  as  a percentage of sales, however,  decreased  to
13.5%  for  the twenty-six weeks ended October 1, 1999,  compared
with  14.5%  in  the  prior year.  For the thirteen  weeks  ended
October  1,  1999, SG&A increased to $4.7 million,  or  13.9%  of
sales,  compared  with $3.4 million, or 14.6% of  sales,  in  the
prior year.  The increase in SG&A dollars in the current year  is
associated with the acquisition of Amherst in March 1999.   As  a
percentage  of  sales, SG&A decreased primarily as  a  result  of
timing  associated with marketing and bidding  activity  for  all
business segments.

Research  and Development (R&D) Expense.  R&D increased  to  $1.5
million in the twenty-six weeks ended October 1, 1999, from  $1.3
million  in  the prior year, representing an increase  of  14.9%.
For  the  thirteen weeks ended October 1, 1999, R&D was $747,000,
compared  with  $672,000  in  the  prior  year,  representing  an
increase of 11.2%.  R&D efforts are primarily concentrated in the
Simulation and Training and Tactical Systems segments to  enhance
and  maintain  current products.  This increase is primarily  the
result  of  the  acquired operations of Amherst, in  addition  to
ongoing development activity with the Company's products  in  the
above  mentioned segments.  Additionally, the Company capitalized
costs related to the software development of its AMES III and MKN
products    for   the   Simulation   and   Training.     Software
capitalization  during  the thirteen and twenty-six  weeks  ended
October 1, 1999, totaled $396,000 and $717,000, respectively.

Operating  Profit. Operating profit for the thirteen weeks  ended
October 1, 1999,  was $2.4 million, an increase of 39.0% from the
prior   year's   operating  profit  of  $1.7  million   for   the
corresponding period. For the twenty-six weeks ended  October  1,
1999,  operating  profit was $4.9 million, an increase  of  58.6%
from  the prior year's operating profit of  $3.1 million.   As  a
percentage of sales operating profits decreased to 7.0% and  6.8%
for  the  thirteen  and twenty-six weeks ended October  1,  1999,
respectively.   In the prior year the Company reported  operating
profits  as  a  percentage of sales of  7.2%  and  7.0%  for  the
thirteen   and  twenty-six  weeks  ended  September   25,   1998,
respectively.

In  the  current  fiscal  year,  operating  profit  dollars  were
positively affected by a sales volume increase due to the Amherst
acquisition, a higher level of product sales, and increased  work
on  higher-margin  contracts.  Overall  operating  profits  as  a
percentage  of  sales,  however,  decreased  primarily   in   the
Simulation  and  Training  segment as  a  result  of  a  loss  of
approximately $530,000 and $860,000 for the thirteen and  twenty-
six  weeks  ended October 1, 1999, on an existing simulation  and
training   fixed-priced   contract,  as   previously   discussed.
Additionally,  the acquisition of Amherst added  sales  at  lower
operating  margins  than  the existing  Simulation  and  Training
business,  due to its customer base.    An increase  in  Tactical
Systems  segment operating profit is the result of  increases  in
product  sales  this  year as compared with  prior  year.   These
product  sales  generate higher than average  operating  margins.
Increases in Engineering and Technical Services segment operating
profit is the result of the mix of services work.

Interest  Expense.   Interest expense was  $1.9  million  in  the
twenty-six weeks ended October 1, 1999, up from $646,000  in  the
prior year, representing an increase of 190.2%.  For the thirteen
weeks  ended  October  1, 1999, interest  expense  was  $945,000,
compared  with  $398,000  in  the  prior  year,  representing  an
increase  of 137.4%.  This increase is associated primarily  with
the   financing  costs  relating  to  the  Amherst   acquisition.
Additionally,  the  financing of working capital  throughout  the
twenty-six  weeks  resulted in the Company  incurring  additional
interest expense.

Income  Taxes.  Income taxes were $1.1 million in the  twenty-six
weeks  ended October 1, 1999, up from $965,000 in the prior year,
representing an increase of 15.6%.  For the thirteen weeks  ended
October 1, 1999, income taxes increased to $578,000 compared with
$528,000  in the prior year.   The Company recorded an  effective
tax rate of 37.5%, compared with 40.0% in the prior year.  In the
current year, the Company received a prior-year state tax refund.
The  net  refund, recorded as a part of the provision  of  income
taxes,  was  approximately $70,000.  We expect the effective  tax
rate   for  the  balance  of  the  current  fiscal  year  to   be
approximately 40.0%

Net Income.  Net income was $1.9 million for the twenty-six weeks
ended  October 1, 1999, up from $1.4 million in the  prior  year,
representing an increase of 28.6%.  For the thirteen weeks  ended
October  1, 1999, net income was $827,000 compared with  $765,000
in  the  prior  year, representing an increase  of  8.1%.   As  a
percentage of sales, net income decreased from 3.3% to  2.6%  for
the  comparable quarters.  Although sales increased significantly
as  a  result of the Amherst acquisition, the decrease  in  gross
margin  percentage  and  increase in interest  expense  adversely
affected the corresponding increase in net income.  These impacts
were  partially offset by approximately $250,000 in non-recurring
income  related  to  the state tax refund, which  resulted  in  a
reduced year to date effective tax rate.

Liquidity and Capital Resources

Net  cash provided by operating activities for the thirteen weeks
ended October 1, 1999 was $5.6 million compared with $685,000  in
the  prior year.  For the twenty-six weeks ended October 1, 1999,
operations required cash of $1.6 million compared with  providing
cash  of  $895,000  in the prior year.  Year  to  date  cash  was
required  to  fund  working capital requirements,  primarily  the
reduction  of  accounts payable and accrued liabilities.   During
the  current  quarter,  cash from operations  was  aided  by  the
collection  of  receivables of $3.1 million and the  increase  in
customer advances of $2.5 million.  Increases in depreciation and
amortization for the period when compared with the prior year are
primarily  the result of the acquired operations of  Amherst  and
the associated intangible asset amortization.

For  the  twenty-six  weeks ended October 1,  1999,  the  Company
purchased $1.5 million in capital equipment and invested $717,000
in  software development.  These activities were funded  for  the
period  by  the Company's existing credit facility.   During  the
quarter,  the Company reduced the borrowings under its  revolving
credit facility by $3.0 million.

As a result of a review of the Company's requirements for working
capital,  capital  expenditures demands,  stock  repurchases  and
repayments  of long-term debt, the Company's credit facility  was
increased  from  $27 million to $30 million.  We anticipate  that
the  current  facility and available borrowing capacity  will  be
sufficient to cover the above requirements.

Year 2000 Update

Comptek's assessment of Year 2000 issues is presented in the
Report on Form 10-K for the fiscal year ended March 31, 1999.

As discussed in our Report on Form 10-K for the fiscal year ended
March 31, 1999, we have completed our assessment of our internal
systems for the potential impact of the "Year 2000 Problem" and
have initiated appropriate remedial actions which were
substantially completed in fiscal 1999.  The upgrade and testing
of our payroll systems was completed by July 31, 1999.

In addition to the testing of our primary information management
systems, we have tested and corrected, as necessary, all of the
personal computers currently in use.  For the fiscal year ended
March 31, 1999, we budgeted $100,000 for Year 2000 compliance
upgrades and spent less than $80,000.  For contingency purposes,
we budgeted additional capital expenditures on such items in the
fiscal year beginning April 1, 1999.  During the twenty-six weeks
ended October 1, 1999, we spent approximately $125,000 for
upgrades.

While we continue to evaluate the compliance activities of our
vendors and suppliers, we are satisfied with the responses
received to date and do not anticipate any material adverse
impact on our financial condition as it relates to vendors' and
suppliers' Year 2000 compliance.  We will, to the extent
feasible, be testing such products for compliance, but can offer
no assurances that our vendors and suppliers will in fact by Year
2000 be compliant.

While we do not currently anticipate a material adverse impact on
our financial condition or results of operations, we can offer no
assurances that the Year 2000 Problem will not adversely impact
Comptek.  Accordingly, we expect on an on-going basis to continue
to evaluate the Year 2000 Problem and its potential impact on
Comptek and our industry group.

Forward-Looking Statements

This Management's Discussion and Analysis contains forward-
looking statements about the Company's current expectations based
on current business conditions.  Forward-looking statements are
subject to risks and uncertainties that could cause actual
results to differ materially.  These risks and uncertainties
include the Company's dependence on continued funding of U.S.
Department of Defense programs.  Some additional risks and
uncertainties, among others, that also need to be considered are
the likelihood that actual future revenues that are realized may
differ from those inferred from existing total backlog; the
ability to transition and integrate Amherst; the ability to
expand sales in international markets; and the ability to
complete future acquisitions without adversely affecting the
Company's financial condition.  Other risks and uncertainties are
described in the Company's Form 10-K Annual Report for the fiscal
year ended March 31, 1999.



                  PART II.  OTHER INFORMATION



Item 4.   Submission of Matters to a Vote of Security Holders

(a)  The Registrant's Annual Meeting of Shareholders was held
     August 13, 1999.

(b)  At the Annual Meeting, shareholders elected the following
     individuals as Class I directors whose terms expire in 2001:



                         For          Withheld      Abstain or broker
                                     Authority          non-votes

    John J. Sciuto    4,669,647       358,323              None

    James D.          4,669,247       344,023              None
    Morgan

    Henry P.          4,669,569       343,701              None
    Semmelhack

    Wayne E. Meyer    4,654,947       358,323              None


 The following directors' respective terms of office continued
 in effect after the meeting:

                 Continuing Class II Directors
                Continuing in Office until 2000

                        Joseph A. Alutto
                        John R. Cummings
                         G. Wayne Hawk
                       Patrick J. Martin


(c)   The Amendment of the Certificate of Incorporation to
      increase the authorized shares of common stock of the
      Company from 10 million shares to 20 million shares was
      approved by the following vote:



              For                Against        Abstain or broker
                                                    non-votes

           4,269,230             737,042              6,998


(d)   The adoption of the 1999 Employee Stock Purchase Plan was
      approved by the following vote:



              For                Against        Abstain or broker
                                                    non-votes

           2,687,635             869,726              15,352



(e)   The Amendment of the 1994 Stock Option Plan for Non-
      Employee Directors the following vote:



              For                Against        Abstain or broker
                                                    non-votes

           2,467,939            1,074,939             30,235



(f)   The selection of KPMG, LLP as independent auditors was also
      ratified by the following vote:



              For                Against        Abstain or broker
                                                    non-votes

           4,826,795             183,100              3,375



Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits:

  10.1   Employment Agreement between Registrant and Bradley H. Feldmann

  10.2   Employment Agreement between Registrant and Edward G. Eberl

  15     Letter Regarding Unaudited Interim Financial Information.

  27     Financial Data Schedule.


(b)      Reports on Form 8-K:

      None



                           SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.



                                   COMPTEK RESEARCH, INC.



Date:  November 12, 1999           By:   /s/ John J. Sciuto
                                   John J. Sciuto
                                   Chairman, President and
                                   Chief Executive Officer



Date:  November 12, 1999           By: /s/ Laura L. Benedetti
                                   Laura L. Benedetti
                                   Chief Financial Officer, Vice
                                   President of Finance and
                                   Treasurer



                       INDEX TO EXHIBITS
                         - - - - - - -



  Exhibit                                                      Page
    No.                  Description of Exhibit                 No.

    10.1     Employment Agreement between Registrant and        19
             Bradley H. Feldmann

    10.2     Employment Agreement between Registrant and        28
             Edward G. Eberl

     15      Letter Regarding Unaudited Interim Financial       36
             Information

     27      Financial Data Sheet                               37



                          Exhibit 10.1


                      EMPLOYMENT AGREEMENT


     THIS AGREEMENT, made as of the 1st day of June, 1999, by and
between Bradley H. Feldmann, residing at 9724 San Remo Court,
Santee, CA 92071 (hereinafter called "Employee"), and COMPTEK
RESEARCH, INC., a New York corporation having its office and
principal place of business at 2732 Transit Road, Buffalo, New
York 14224 (hereinafter called the "Corporation").

                     W I T N E S S E T H :

     WHEREAS, the Employee has accepted employment with the
Corporation, and he shall become its Senior Vice President and
Chief Operating Officer; and

     WHEREAS, the Employee acknowledges that he has and will
continue to develop specialized knowledge of, and personal
relationships with, the Corporation's customers and their
products and operations; and

     WHEREAS, this Agreement is one of several similar agreements
by and between the Corporation and certain key executives; and

     WHEREAS, it is the intention of the parties to have this
Agreement and such similar Agreements construed in a consistent
manner in accordance with the laws of the State of New York; and

     WHEREAS, the Corporation wishes to be reasonably assured
that Employee will continue as an employee and desires to retain
his services, realizing that if he were to enter into competition
with the Corporation it would suffer financial loss;

     NOW, THEREFORE, in consideration of mutual covenants and
obligations contained herein, the parties hereto agree as
follows:

     1.    Term of Employment.  The initial term of employment
under this Agreement shall be for one (1) year commencing on the
date set forth above.  Employment under this Agreement shall
automatically be extended for an additional one (1) year period
on each anniversary of the commencement date of this Agreement
from year-to-year so long as the Agreement is in effect, subject
to termination upon any basis listed in paragraphs 4, 5, 11, and
12.

     2.    Duties and Responsibilities.  Employee agrees that
during the term of this Agreement his principal area of
responsibility shall be that of executive management of the
Corporation.  Employee shall devote his full business time and
best efforts, skills, and ability to promote the business of the
Corporation and perform for the Corporation such duties as are
customarily performed by a management or executive employee
having responsibility in such areas, and such other duties as may
be assigned to him by the President and CEO of the Corporation
and serve as an officer and/or a director of the Corporation if
duly elected. Employee shall have such power and authority as
shall reasonably be required to enable his to perform his duties
hereunder in an efficient manner; provided that in the exercising
of such power and authority and the performance of such duties,
he shall at all times be subject to the supervision and direction
of the President and CEO of the Corporation and the authority and
control of the Board of Directors of the Corporation.

     3.    Remuneration.

     (a)   So long as Employee is employed by the Corporation, he
will be paid a salary at such rate as may be fixed from time to
time by the President and CEO of the Corporation, but not less
than $175,000.00 per year (his "Base Salary"), payable in
approximately equal installments at such intervals as the
Corporation pays the salaries of its executive employees
generally.  At least once annually, the Corporation shall
evaluate the Employee's performance and market data for similar
positions in industry.  Based on such evaluation an increase in
the Base Salary shall be considered by the Corporation.

     (b)   It is understood that temporary disability (of less
than six (6) months in duration) will not result in termination
of Employee's employment, during which period of time Employee's
then Base Salary shall continue in effect.

     (c)   Employee will be entitled to reimbursement for all
reasonable travel and other business expenses incurred by him.
Employee will be included in any group life insurance, medical
insurance, pension, profit-sharing plans or other benefits which
the Corporation may have in force from time to time for its
executive personnel.  Such benefits and any resulting payments
thereunder shall be in addition to his Base Salary and shall
continue in effect during any period of payments provided for
under paragraphs 5, 11, or 12 of this Agreement.

     (d)   The Corporation will negotiate annually with the
Employee the amount of a bonus ("Target Bonus") which shall
become payable to the Employee based upon established financial
performance objectives of the Corporation in the ensuing fiscal
year.  The amount of any such Target Bonus so agreed upon shall
become effective when the same shall be set forth in writing and
signed by the President and CEO of the Corporation; provided,
however, the previously established Target Bonus shall continue
in effect until a new Target Bonus is agreed to by the Employee
and the Corporation.  Of the amount of the bonus agreed upon, 65%
will be paid to the Employee within thirty (30) days after the
end of the fiscal year (based upon the financial  performance for
such year shown on the unaudited internal report).  The remaining
balance will be paid to the Employee within thirty (30) days of
the release of the Corporation's audited financial statements by
the Corporation's independent certified public accountants and
shall be final and conclusive and binding on all parties.

     4.    Death Benefits.

     (a)   If Employee should die while still in the employ of
the Corporation, the Corporation will pay to his designated
beneficiary

           (i) his Base Salary in effect at the time of death for
            the balance of the month in which his death occurs,
            plus

           (ii) in each of the first twelve (12) months following
            the month in which his death occurs, an amount equal
            to one twelfth (1/12) of his Base Salary in effect
            at the time of death.

     (b)   If the designated beneficiary is not alive at the time
of the making of any of such payments, the payments shall be made
in equal shares to such of the children of the Employee as shall
be surviving at the time of each of such payments; or, if the
Employee has no surviving designated beneficiary or children at
the time of the making of any such payments, then a lump sum
payment shall be made to the Employee's estate in accordance with
paragraph 13 of this Agreement.

     5.    Termination of Employment Due to Illness or
Disability.

     (a)   In the event of the disability or illness of Employee
rendering his substantially unable to render service to the
Corporation of the character contemplated by this Agreement for a
period in excess of six (6) months, the Corporation shall have
the right to terminate this Agreement upon giving not less than
thirty (30) days' advance written notice given after such six (6)
month period of its intention to terminate Employee.  If Employee
shall have resumed his duties hereunder within such thirty-day
period and shall have continuously performed his duties for at
least two (2) consecutive months thereafter, such notice of
termination shall be deemed of no force or effect and this
Agreement shall thereupon continue in full force, as though such
notice of termination had not been given.  In the event a
question arises hereunder as to Employee's incapacity to perform
his regular duties, the Employee shall be examined by a physician
selected by the Corporation and the Employee, and such
physician's determination shall be final and conclusive and
binding on all parties for the purposes hereof.

     (b)   Upon termination of his employment because of such
illness or disability, the Corporation shall pay to the Employee
in each of the first twelve (12) months following the effective
date of such termination, a monthly termination payment equal to
one twelfth (1/12) of his Base Salary in effect at the time of
such termination.

     (c)   In the event of Employee's death after such
termination on account of such illness or disability, but before
the completion of the making of the payments to which he became
entitled as provided for above, the Corporation shall make such
payments to the Employee's designated beneficiary; or, if the
designated beneficiary is not alive at the time of the making of
any of such payments, the payments shall be made in equal shares
to such of the children of the Employee as shall be surviving at
the time of each of such payments; or, if the Employee has no
surviving designated beneficiary or children at the time of the
making of any such payments, then a lump sum payment shall be
made to the Employee's estate in accordance with paragraph 13 of
this Agreement.

     6.    Non-Competition.  It is understood and agreed that
during the term of his employment by the Corporation, and, in the
event that he resigns or is discharged, for a period of one (1)
year following the effective date of termination of his
employment by the Corporation, for whatever reason, the Employee
shall not engage directly or indirectly in any business in the
continental United States which is substantially similar to the
business of the Corporation, either as a proprietor, stockholder
(other than as a holder of less than 5% of any class of the
securities of a corporation registered under the Securities
Exchange Act of 1934, as amended), partner, officer, employee or
otherwise, unless the Corporation has first consented in writing
thereto.  In addition to the foregoing covenants, it is also
understood and agreed that after the termination of the
Employee's employment with the Corporation, for whatever reason,
the Employee shall not solicit any of the Corporation's customers
with which he dealt while he was employed by the Corporation,
either on behalf of himself or any other person or entity engaged
in any business substantially similar to the business of the
Corporation, unless the Corporation has first consented in
writing thereto.

     7.    Trade Secrets.  In the course of performing his
duties, the Employee will be engaged in the development,
manufacture and sale of a variety of computer hardware and
software products based upon experimental and inventive work, and
the Employee will receive, and acknowledges that he has received,
confidential information of the Corporation including, without
limitation, information not available to competitors relating to
the Corporation's existing and contemplated products,
manufacturing procedures, methods, machines, computations,
technology, formulae, trade secrets, know-how, research and
development programs, discoveries, improvements and ideas
(regardless of whether or not patentable), customer information,
all of which is hereinafter referred to as "Trade Secrets."  The
Employee agrees that he will not, either during his employment or
subsequent to the termination of his employment by the
Corporation, directly or indirectly disclose, publish or
otherwise divulge any Trade Secrets to anyone outside the
Corporation or use such information in any manner which would
adversely affect the business or business prospects of the
Corporation, without prior written authorization from the
Corporation to do so.  Without limiting the generality of the
foregoing, the Employee agrees that while employed by the
Corporation he will not, except with the prior written consent of
a duly authorized superior officer of the Corporation, take out
of the Corporation's offices or facilities, or disclose or
otherwise divulge to any unauthorized person, any Trade Secrets
and that if, at the time of the termination of his employment by
the Corporation he is in possession of any documents or other
written materials constituting, containing or reflecting Trade
Secrets, he will return and surrender all such documents and
written materials to the Corporation upon leaving its employ.
The restrictions and protection provided for in this paragraph
shall be in addition to any protection afforded to Trade Secrets
by law or equity.

     8.    Inventions.  The Employee agrees that all inventions,
discoveries and improvements, and all new ideas for manufacturing
and marketing products of the Corporation, which the Employee has
conceived or may conceive while employed by the Corporation,
whether during or outside business hours, on the premises of the
Corporation or elsewhere, alone or in collaboration with others,
or which he has acquired or may acquire from others, and whether
or not the same can be patented or registered under patent,
copyright, or trademark laws, shall be and become the sole and
exclusive property of the Corporation.  The Employee agrees to
promptly disclose and fully acquaint the President and CEO of the
Corporation with any such inventions, discoveries, improvements
and ideas which he has conceived, made or acquired, and shall, at
the request of the Corporation, make a written disclosure of the
same and execute such applications, assignments, and other
written instruments as may reasonably be required to grant to the
Corporation sole and exclusive right, title and interest thereto
and therein and to enable the Corporation to obtain and maintain
patent, copyright, and trademark protection therefor.

     9.   Non-Solicitation and Non-Interference.  For a period of
one (1) year following Employee's termination of employment,
Employee shall not, directly or indirectly, on his own behalf of
another person or entity (i) contact, solicit, offer to hire or
hire any person who was, within a period of six months prior to
such termination, employed by the Corporation; (ii) communicate
nor have contact with the Corporation's employees, customers,
suppliers, other persons with whom the Corporation may then have
business relations which communication or contact may interfere
with or otherwise interrupt the Corporation's operations,
employment or business relationships with such persons, or (iii)
by any means issue or communicate any private or public statement
which may be critical or disparaging of the Corporation, it
products, services, officers, directors or employees.

     10.   Enforcement of Covenants.  The Corporation's
obligation to make any or all of the payments provided for under
this Agreement is conditioned upon and shall cease and terminate
in the event of the breach by the Employee of any of the
covenants contained herein. The Employee acknowledges that such
payments are full and adequate compensation for his
non-competition with the Corporation.

     The Corporation, however, shall not cease to perform any of
its covenants made under this Agreement, including without
limitation the payment of money, until any alleged breach of this
Agreement by Employee has been adjudicated by a court of
competent jurisdiction.

     The Employee understands and agrees that because of the
personal relationships with the Corporation's customers which he
has and will continue to form during his employment, and because
of the specialized knowledge which he will develop of the
Corporation's and of its customers' products, services, or
operations, potential irreparable damage would result to the
Corporation from his competing with it or divulging its Trade
Secrets as restricted by this Agreement.  Accordingly, Employee
expressly agrees that in addition to any and all remedies
available to it, the Corporation shall have the remedies of money
damages and a restraining order, or an injunction, and of any
other appropriate equitable relief, without the necessity of
posting any bond or surety, in the event that there is a breach
of any covenants contained in this Agreement.

     11.   Termination of Employment by the Corporation.  The
Corporation may, of its own volition, terminate Employee's
employment at any time, other than on account of illness or
disability, upon giving at least thirty (30) days' advance
written notice to the Employee of the date when such termination
shall become effective.  In the event of such termination, the
Employee during his life shall be entitled to receive, so long as
he shall not breach (and shall not have breached) any of the
provisions of this Agreement, monthly payments for a period of
twelve (12) months next succeeding the effective date of
termination, each payment equal to one twelfth (1/12) of his Base
Salary in effect at the time of such termination, plus a one time
payment at the time of termination equal to 50% of the Employee's
Target Bonus in effect at the time of termination.

     12.   Termination of Employment by the Employee.  Employee
may, of his own volition, terminate his employment at any time
upon giving at least thirty (30) days' advance written notice to
the President or the Chairman of the Board of Directors of the
Corporation of the date when such termination shall become
effective.  In the event Employee's employment with the
Corporation terminates pursuant to this paragraph 12 of the
Agreement within twelve (12) months of its effective date,
Employee shall repay to the Corporation any costs incurred by the
Corporation in relocating Employee's residence to the Buffalo,
New York, area.  Employee expressly consents to having the
Corporation offset such sums against any amount of money which
the Corporation may owe Employee.

     13.   Designation of Beneficiary; Lump Sum Payments.  A
designated beneficiary entitled to receive the benefits payable
following the death of Employee under paragraph 4, or payable
following the death of the Employee after termination of
employment under paragraph 5, shall be named in a written
designation filed with the Secretary of the Corporation.  Such
written designation may be revoked or amended by Employee at any
time.  If no such written designation of beneficiary shall be
filed with the Secretary of the Corporation, or if the designated
beneficiary is not alive at the time of any payment to be made,
the same shall be paid in equal shares to such of the children of
the Employee as shall be surviving at the time of such payment.
If the Employee has no surviving designated beneficiary or
children at the time of any payment to be made under paragraph 4
or paragraph 5, the same shall be paid to Employee's estate in
cash.  In determining the eligibility and status of persons
entitled to receive payments under paragraphs 4 and 5 of this
Agreement, the Corporation may rely on its records and the good
faith determinations of its officers. In no event shall the
Corporation be liable to any person for any sums paid to any
other persons pursuant to such records and determinations.

     14.   Assignments, etc.  Neither Employee nor any
beneficiary designated to receive payments under this Agreement
shall have any power to transfer, assign, anticipate, mortgage or
otherwise encumber in advance any of the benefits payable
hereunder, nor shall such benefits be subject to seizure for the
payment of any debts or judgments or any of them or be
transferable by operation in law in the event of bankruptcy,
insolvency or otherwise.


     15.   Participation in Other Plans.  Nothing in this
Agreement shall affect any right which Employee may otherwise
have to participate in, or under any other retirement plan or
agreement which the Corporation may now or hereafter provide.

     16.   Binding Agreement.  This Agreement shall be binding
upon the parties hereto, their heirs, executors, administrators
or successors.

     17.   Revocation.  This Agreement may be amended or revoked
at any time only by mutual written agreement of the parties.

     18.   Cumulative Remedies.  Any of the remedies provided for
herein shall be in addition to any remedy available to either of
the parties at law or equity.

     19.   Savings Clause.  If any part of this Agreement shall
be determined to be unreasonable in duration or in area, then
this Agreement is intended to and shall extend only for such
period of time and in such area as is determined to be
reasonable.

     20.   New York Law.  This Agreement shall be construed in
accordance with and governed by the laws of the State of New
York.

     IN WITNESS WHEREOF, Employee has hereunto set his hand and
seal, and the Corporation has caused these presents to be
executed by its President and Chairman of the Board and its
corporate seal to be affixed hereto, the day and year first above
written.

                              /s/Bradley H. Feldmann
                              Bradley H. Feldmann


                                   COMPTEK RESEARCH,  INC.


                              By   /s/John J. Sciuto
                                   John J. Sciuto
                                   Chairman, President and CEO


(Corporate Seal)






STATE OF NEW YORK   )
                    :    SS.:
COUNTY OF ERIE      )


On this 27th day of May 1999, before me personally came John J.
Sciuto to me known, who, being by me duly sworn, did depose and
say that he resides at Clarence, NY; that he is the Chairman,
President and CEO of COMPTEK RESEARCH, INC., the corporation
described in and which executed the above instrument; that he
knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by the
order of the board of directors of said corporation, and that he
signed his name thereto by like order.


                                   /s/Randy C. Fahs

                              Randy C. Fahs
                              Notary Public, State of New York
                              Qualified in Niagara County
                              My Commission Expires
                              October 2, 1999





STATE OF CALIFORNIA      )
                         :    SS.:
COUNTY OF SAN DIEGO      )


On this 1st day of June 1999, before me personally came Bradley
H. Feldmann, residing at 9724 San Remo Court, Santee CA 92071, to
me personally known and known to me to be the same person
described in and who executed the foregoing instrument and
acknowledged that he executed the same.



                                   /s/Deborah L. Walsh

                                   Deborah L. Walsh
                                   Comm. #1169582
                                   Notary Public - California
                                   San Diego County
                                   My Comm. Expires Jan. 15, 2002





\AGR\EMPAGR.BHF


                          Exhibit 10.2


                      EMPLOYMENT AGREEMENT
                               FOR
                         EDWARD G. EBERL



     THIS  AGREEMENT, made as of the 26th day of March, 1999,  by
and  between  EDWARD  G. EBERL, residing at  13626  Strykersville
Road, South Wales NY 14139 (hereinafter "Employee"), and COMPTEK-
AMHERST,  INC.,  a New York corporation which is  a  wholly-owned
subsidiary  of  Comptek  Research, Inc., having  its  office  and
principal place of business at 30 Wilson Road, Williamsville, New
York (hereinafter called the "Corporation").

                     W I T N E S S E T H :

     WHEREAS,  immediately  prior  to  the  execution   of   this
Agreement,  Employee  was employed as Vice President  of  Amherst
Systems, Inc., and it is the intention of the parties that he  be
employed by the Corporation in such position; and

     WHEREAS, Employee acknowledges that he has and will continue
to  develop  specialized knowledge of, and personal relationships
with,   the  Corporation's  customers  and  their  products   and
operations; and

     WHEREAS, this Agreement is one of several similar agreements
by and between the Corporation and certain key executives; and

     WHEREAS,  it  is the intention of the parties to  have  this
Agreement  and such similar Agreements construed in a  consistent
manner in accordance with the laws of the State of New York; and

     WHEREAS,  the  Corporation wishes to be  reasonably  assured
that  Employee will continue as an employee and desires to retain
his services, realizing that if he were to enter into competition
with the Corporation it would suffer financial loss; and

     WHEREAS,  concurrently with the execution  and  delivery  of
this  Agreement, Comptek Research, Inc. ("Buyer")  is  purchasing
certain  assets  from  Amherst Systems,  Inc.,  ("Amherst"),  the
Corporation and Employee wish to provide for continued employment
of  Employee  with the Corporation upon the terms and  conditions
set forth in this Agreement;

     NOW,  THEREFORE,  in consideration of mutual  covenants  and
obligations  contained  herein,  the  parties  hereto  agree   as
follows:

     1.     Term  of Employment.  The Corporation hereby  employs
Employee  and Employee agrees to work for the Corporation  for  a
period  of  three (3) years beginning March 18 1999,  and  ending
March  31,  2002,  subject, however, to  earlier  termination  as
provided in paragraphs 4, 5, 11, and 12.

     2.     Duties  and Responsibilities.  Employee  agrees  that
during  the  term  of  this  Agreement  his  principal  area   of
responsibility shall be that of executive level management of the
Corporation.   Employee shall devote his full business  time  and
best efforts, skills, and ability to promote the business of  the
Corporation  and perform for the Corporation such duties  as  are
customarily  performed  by  a management  or  executive  employee
having responsibility in such areas, and such other duties as may
be  assigned to him by the Chairman of the Board of Directors  of
the  Corporation and serve as an officer and/or a director of the
Corporation if duly elected.  Employee shall have such power  and
authority  as  shall  reasonably be required  to  enable  him  to
perform  his  duties hereunder in an efficient  manner;  provided
that  in  the  exercising of such power  and  authority  and  the
performance of such duties, he shall at all times be  subject  to
the  supervision and direction of the Chairman of the Board,  and
the  authority  and  control of the Board of  Directors,  of  the
Corporation.

     3.    Remuneration.

     (a)   So long as Employee is employed by the Corporation, he
will  be paid a salary at such rate as may be fixed from time  to
time  by the Board of Directors of the Corporation, but not  less
than  One Hundred Fifty-nine Thousand Six Hundred Eighty-one  and
59/100   Dollars  ($159,681.59)  per  year  (his  current   "Base
Salary"),  payable  in approximately equal installments  at  such
intervals  as the Corporation pays the salaries of its  executive
employees generally.

     (b)    It  is understood that temporary disability (of  less
than  six  (6) months in duration) will not result in termination
of  Employee's employment, during which period of time Employee's
then Base Salary shall continue in effect.

     (c)    Employee  will be entitled to reimbursement  for  all
reasonable  travel and other business expenses incurred  by  him.
Employee  will  be included in any group life insurance,  medical
insurance, pension, profit-sharing plans or other benefits  which
the  Corporation  may have in force from time  to  time  for  its
executive  personnel, provided, however, group medical  insurance
will  not  be materially less favorable to Employee than  is  the
case  as  of the date of this Agreement.  Such benefits  and  any
resulting  payments thereunder shall be in addition to  his  Base
Salary  and  shall continue in force during any  period  of  Base
Salary continuation.


     4.    Death Benefits.

     (a)    If  Employee should die while still in the employ  of
the  Corporation,  the  Corporation will pay  to  his  designated
beneficiary

           (i) his Base Salary in effect at the time of death for
               the  balance  of  the  month in  which  his  death
               occurs, plus

           (ii)in  each of the first twelve months following  the
               month  in which his death occurs, an amount  equal
               to one twelfth (1/12) of his Base Salary in effect
               at the time of death.

     (b)   If the designated beneficiary is not alive at the time
of the making of any of such payments, the payments shall be made
in  equal shares to such of the children of  Employee as shall be
surviving at the time of each of such payments; or, if   Employee
has  no surviving designated beneficiary or children at the  time
of the making of any such payments, then a lump sum payment shall
be  made to Employee's estate in accordance with paragraph 13  of
this Agreement.

     5.      Termination  of  Employment  Due   to   Illness   or
Disability.

     (a)    In the event of the disability or illness of Employee
rendering  him  substantially unable to  render  service  to  the
Corporation of the character contemplated by this Agreement for a
period  in  excess of six (6) months, the Corporation shall  have
the  right to terminate this Agreement upon giving not less  than
thirty (30) days' advance written notice given after such six (6)
month period of its intention to terminate Employee.  If Employee
shall  have  resumed his duties hereunder within such  thirty-day
period  and shall have continuously performed his duties  for  at
least  two  (2)  consecutive months thereafter,  such  notice  of
termination  shall  be  deemed of no force  or  effect  and  this
Agreement shall thereupon continue in full force, as though  such
notice  of  termination  had not been  given.   In  the  event  a
question arises hereunder as to Employee's incapacity to  perform
his  regular  duties, Employee shall be examined by  a  physician
selected  by  the Corporation and  Employee, and such physician's
determination  shall be final and conclusive and binding  on  all
parties for the purposes hereof.

     (b)    Upon  termination of his employment because  of  such
illness  or disability, the Corporation shall pay to Employee  in
each  of the first twelve months following the effective date  of
such  termination,  a monthly termination payment  equal  to  one
twelfth  (1/12) of his Base Salary in effect at the time of  such
termination.

     (c)     In   the  event  of  Employee's  death  after   such
termination on account of such illness or disability, but  before
the  completion of the making of the payments to which he  became
entitled  as provided for above, the Corporation shall make  such
payments  to   Employee's  designated  beneficiary;  or,  if  the
designated beneficiary is not alive at the time of the making  of
any  of such payments, the payments shall be made in equal shares
to  such of the children of Employee as shall be surviving at the
time  of  each of such payments; or, if Employee has no surviving
designated beneficiary or children at the time of the  making  of
any  such payments, then a lump sum payment shall be made to  the
Employee's  estate  in  accordance  with  paragraph  13  of  this
Agreement.

     6.     Non-Competition.  It is understood  and  agreed  that
during the term of his employment by the Corporation, and, in the
event  that he resigns or is discharged, for a period of one  (1)
year   following  the  effective  date  of  termination  of   his
employment by the Corporation, for whatever reason, or the period
of  time  remaining  on  the  Non-Competition  Agreement  between
Employee  and  Buyer, whichever is longer in  duration,  Employee
shall  not engage directly or indirectly in any business  in  the
continental United States which is substantially similar  to  the
business  of the Corporation, either as a proprietor, stockholder
(other  than  as  a holder of less than 5% of any  class  of  the
securities  of  a  corporation registered  under  the  Securities
Exchange Act of 1934, as amended), partner, officer, employee  or
otherwise, unless the Corporation has first consented in  writing
thereto.   In  addition to the foregoing covenants,  it  is  also
understood and agreed that during the greater of (i) one (1) year
following   Employee's  termination  of   employment   with   the
Corporation,  for  whatever reason, or (ii) the  length  of  time
remaining pursuant to any noncompetition agreement by and between
the  Corporation  (or  any  affiliate  of  the  Corporation)  and
Employee in effect, or to be put into effect, as of the  date  of
this   Agreement,  Employee  shall  not  solicit   any   of   the
Corporation's customers with which he dealt while he was employed
by  the  Corporation, either on behalf of himself  or  any  other
person or entity engaged in any business substantially similar to
the business of the Corporation, unless the Corporation has first
consented in writing thereto.

     7.     Trade  Secrets.   In  the course  of  performing  his
duties,  Employee will be engaged in the development, manufacture
and  sale of a variety of computer hardware and software products
based  upon  experimental and inventive work, and  Employee  will
receive,  and  acknowledges  that he has  received,  confidential
information  of  the  Corporation including, without  limitation,
information  not  available  to  competitors  relating   to   the
Corporation's  existing and contemplated products,  manufacturing
procedures,    methods,   machines,   computations,   technology,
formulae,  trade  secrets,  know-how,  research  and  development
programs,  discoveries,  improvements and  ideas  (regardless  of
whether or not patentable), customer information, all of which is
hereinafter referred to as "Trade Secrets."  Employee agrees that
he  will not, either during his employment or subsequent  to  the
termination  of  his employment by the Corporation,  directly  or
indirectly  disclose,  publish or  otherwise  divulge  any  Trade
Secrets to anyone outside the Corporation or use such information
in  any  manner  which  would adversely affect  the  business  or
business  prospects  of  the Corporation, without  prior  written
authorization  from the Corporation to do so.   Without  limiting
the  generality  of  the foregoing, Employee  agrees  that  while
employed  by the Corporation he will not, except with  the  prior
written  consent  of a duly authorized superior  officer  of  the
Corporation,  disclose or otherwise divulge to  any  unauthorized
person,  any  Trade  Secrets and that if,  at  the  time  of  the
termination  of  his  employment by  the  Corporation  he  is  in
possession   of   any   documents  or  other  written   materials
constituting,  containing or reflecting Trade  Secrets,  he  will
return and surrender all such documents and written materials  to
the  Corporation  upon leaving its employ.  The restrictions  and
protection provided for in this paragraph shall be in addition to
any protection afforded to Trade Secrets by law or equity.

     8.     Inventions.   Employee agrees  that  all  inventions,
discoveries and improvements, and all new ideas for manufacturing
and  marketing  products of the Corporation, which  Employee  has
conceived  or  may  conceive while employed by  the  Corporation,
whether during or outside business hours, on the premises of  the
Corporation or elsewhere, alone or in collaboration with  others,
or  which he has acquired or may acquire from others, and whether
or  not  the  same  can be patented or registered  under  patent,
copyright,  or trademark laws, shall be and become the  sole  and
exclusive  property  of  the  Corporation.   Employee  agrees  to
promptly  disclose  and  fully  acquaint  the  President  or  the
Chairman   of  the  Board  of  the  Corporation  with  any   such
inventions,  discoveries, improvements and  ideas  which  he  has
conceived,  made or acquired, and shall, at the  request  of  the
Corporation,  make a written disclosure of the same  and  execute
such applications, assignments, and other written instruments  as
may  reasonably be required to grant to the Corporation sole  and
exclusive  right, title and interest thereto and therein  and  to
enable  the Corporation to obtain and maintain patent, copyright,
and trademark protection therefor.

     9.   Non-Solicitation and Non-Interference.  For a period of
one  (1)  year  following Employee's termination  of  employment,
Employee shall not, directly or indirectly, on his own behalf  of
another  person or entity (i) contact, solicit, offer to hire  or
hire  any person who was, within a period of six months prior  to
such  termination, employed by the Corporation; (ii)  communicate
nor  have  contact  with the Corporation's employees,  customers,
suppliers, other persons with whom the Corporation may then  have
business  relations which communication or contact may  interfere
with   or   otherwise  interrupt  the  Corporation's  operations,
employment or business relationships with such persons, or  (iii)
by any means issue or communicate any private or public statement
which  may  be  critical or disparaging of the  Corporation,  its
products, services, officers, directors or employees.

     10.     Enforcement   of   Covenants.    The   Corporation's
obligation to make any or all of the payments provided for  under
this  Agreement is conditioned upon and shall cease and terminate
in  the  event of  a material breach by Employee of  any  of  the
covenants  contained  herein.  Employee  acknowledges  that  such
payments   are   full   and   adequate   compensation   for   his
non-competition with the Corporation.

     The Corporation, however, shall not cease to perform any  of
its  covenants  made  under  this  Agreement,  including  without
limitation  the  payment  of money, until  any  alleged  material
breach  of this Agreement by Employee has been adjudicated  by  a
court of competent jurisdiction.

     Employee understands and agrees that because of the personal
relationships with the Corporation's customers which he  has  and
will  continue to form during his employment, and because of  the
specialized  knowledge which he will develop of the Corporation's
and   of   its  customers'  products,  services,  or  operations,
potential irreparable damage would result to the Corporation from
his  competing  with  it  or  divulging  its  Trade  Secrets   as
restricted  by  this Agreement.  Accordingly, Employee  expressly
agrees that in addition to any and all remedies available to  it,
the  Corporation shall have the remedies of money damages  and  a
restraining order, or an injunction, and of any other appropriate
equitable  relief, without the necessity of posting any  bond  or
surety,  in  the  event that there is a breach of  any  covenants
contained in this Agreement.

     11.    Termination  of Employment by the  Corporation.   The
Corporation  may,  of  its  own  volition,  terminate  Employee's
employment  at  any  time, other than on account  of  illness  or
disability,  upon  giving  at least  thirty  (30)  days'  advance
written  notice  to  Employee of the date when  such  termination
shall  become  effective.   In  the event  of  such  termination,
Employee during his life shall be entitled to receive, so long as
he  shall  not breach (and shall not have breached)  any  of  the
provisions of this Agreement, or have been terminated for  cause,
monthly  payments for a period of twelve months  next  succeeding
the  effective  date of termination, each payment  equal  to  one
twelfth  (1/12) of his Base Salary in effect at the time of  such
termination.   Employee's  employment  shall  be  deemed  to   be
terminated  for cause where the Corporation determines,  in  good
faith, that there has been continuing neglect by Employee of  his
duties  hereunder, continuing after written notice and  a  thirty
(30)  day  period  in  which to cure, or  willful   and  material
misconduct on his part in connection with the performance of such
duties,  where  Employee  suffers  a  loss  of  his/her  security
clearance  at  the level which is in effect at the date  of  this
Agreement, or  where Employee has been convicted of a felony or a
misdemeanor   involving  moral  turpitude.   If  the  Corporation
terminates  Employee's  employment for cause,  Employee  will  be
entitled  to receive his Base Salary only through the  date  such
termination of employment is effective.

     12.    Termination of Employment by Employee.  Employee may,
of  his  own volition, terminate his employment at any time  upon
giving  at least thirty (30) days' advance written notice to  the
President  or  the  Chairman of the Board  of  Directors  of  the
Corporation  of  the  date  when such  termination  shall  become
effective.   If Employee terminates his employment, Employee will
be entitled to receive his Base Salary only through the date such
termination of employment is effective.

     13.    Designation  of Beneficiary; Lump  Sum  Payments.   A
designated  beneficiary entitled to receive the benefits  payable
following  the  death of Employee under paragraph 4,  or  payable
following  the death of Employee after termination of  employment
under  paragraph 5, shall be named in a written designation filed
with  the Secretary of the Corporation.  Such written designation
may  be  revoked or amended by Employee at any time.  If no  such
written  designation  of  beneficiary shall  be  filed  with  the
Secretary of the Corporation, or if the designated beneficiary is
not  alive at the time of any payment to be made, the same  shall
be  paid  in equal shares to such of the children of Employee  as
shall be surviving at the time of such payment.  If Employee  has
no  surviving designated beneficiary or children at the  time  of
any payment to be made under paragraph 4 or paragraph 5, the same
shall  be paid to Employee's estate in cash.  In determining  the
eligibility  and  status of persons entitled to receive  payments
under  paragraphs 4 and 5 of this Agreement, the Corporation  may
rely  on  its  records and the good faith determinations  of  its
officers.   In  no event shall the Corporation be liable  to  any
person  for any sums paid to any other persons pursuant  to  such
records and determinations.

     14.     Assignments,   etc.   Neither   Employee   nor   any
beneficiary  designated to receive payments under this  Agreement
shall have any power to transfer, assign, anticipate, mortgage or
otherwise  encumber  in  advance  any  of  the  benefits  payable
hereunder, nor shall such benefits be subject to seizure for  the
payment  of  any  debts  or  judgments  or  any  of  them  or  be
transferable  by  operation in law in the  event  of  bankruptcy,
insolvency  or  otherwise.   The  Corporation  may  assign   this
Agreement,  at its sole discretion, to its parent, subsidiary  or
any affiliated entity.

     15.     Participation  in  Other  Plans.   Nothing  in  this
Agreement  shall  affect any right which Employee  may  otherwise
have  to  participate in, or under any other retirement  plan  or
agreement which the Corporation may now or hereafter provide.

     16.    Binding Agreement.  This Agreement shall  be  binding
upon  the  parties hereto, their heirs, executors, administrators
or successors.

     17.    Revocation.  This Agreement may be amended or revoked
at any time only by mutual written agreement of the parties.

     18.   Cumulative Remedies.  Any of the remedies provided for
herein shall be in addition to any remedy available to either  of
the parties at law or equity.

     19.    Savings Clause.  If any part of this Agreement  shall
be  determined  to be unreasonable in duration or in  area,  then
this  Agreement  is intended to and shall extend  only  for  such
period  of  time  and  in  such  area  as  is  determined  to  be
reasonable.

     20.    New  York Law.  This Agreement shall be construed  in
accordance  with  and governed by the laws of the  State  of  New
York.

     IN  WITNESS WHEREOF, Employee has hereunto set his hand  and
seal,  and  the  Corporation  has caused  these  presents  to  be
executed by its Chairman of the Board and its corporate  seal  to
be affixed hereto, the day and year first above written.




                                   /s/Edward G. Eberl
                                   Edward. G. Eberl


                                   COMPTEK-AMHERST, INC.


                              By:  /s/John J. Sciuto
                                   John J. Sciuto
                                   Chairman







(Corporate Seal)

STATE OF NEW YORK   )
                    :    SS.:
COUNTY OF ERIE      )


On  this 25th day of March, 1999, before me personally came  John
J.  Sciuto  to me known, who, being by me duly sworn, did  depose
and say that he resides at E. Amherst, NY; that he is Chairman of
the Board of COMPTEK-AMHERST, INC., the corporation described  in
and  which executed the above instrument; that he knows the  seal
of  said corporation; that the seal affixed to said instrument is
such  corporate seal; that it was so affixed by the order of  the
board  of  directors of said corporation, and that he signed  his
name thereto by like order.




                                   /s/Randy C. Fahs
                                   Notary Public

                              Randy C. Fahs
                              Notary Public, State of New York
                              Qualified in Niagara County
                              My Commission Expires
                              October 2, 1999




     STATE OF NEW YORK   )
                         :    SS.:
     COUNTY OF ERIE      )


     On  this  12th day of March, 1999, before me personally
     came  Edward G. Eberl, to me personally known and known
     to  me  to  be  the same person described  in  and  who
     executed the foregoing instrument and acknowledged that
     he executed the same.



                                  /s/Judith A. Pawlicki
                                        Notary Public

                                   Judith A. Pawlicki
                                   Notary Public, State  of
                                   New York
                                   Qualified in Erie County
                                   My Comm. Expires 2/28/2002



Exhibit 15


The Board of Directors
Comptek Research, Inc.
Buffalo, New York

Gentlemen:

Registration Statement Nos. 33-54170, 33-82536, and 333-11437

With   respect   to  the  subject  registration  statements,   we
acknowledge our awareness of the use therein of our report  dated
October  22,  1999,  related to our review of  interim  financial
information.

Pursuant  to Rule 436(c) under the Securities Act of  1933,  such
report  is  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 LLP
KPMG LLP



Buffalo, New York
November 12, 1999


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<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          MAR-31-2000
<PERIOD-END>                               OCT-01-1999
<CASH>                                           2,358
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<RECEIVABLES>                                   39,355
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                                0
                                          0
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