NICHOLS RESEARCH CORP /AL/
10-Q, 1996-07-15
ENGINEERING SERVICES
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<PAGE>
                                 
==================================================================
                SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC  20549
                ----------------------------------
                                 
                             FORM 10-Q
                                 
         (X)      QUARTERLY REPORT PURSUANT TO
                      SECTION 13 OR 15 (d) OF
                THE SECURITIES EXCHANGE ACT OF 1934
                                 
            For the Quarterly Period Ended May 31, 1996
                                           ____________
                                 
                                OR
                                 
         (   )   TRANSITION REPORT PURSUANT TO
                    SECTION 13 OR 15 (d) OF
                THE SECURITIES EXCHANGE ACT OF 1934
                                 
           For The Transition Period From _____________
                                 To  _____________
                     _________________________
                                 
                   Nichols Research Corporation
                                 
                  Commission File Number 0-15295
      (Exact name of registrant as specified in its charter)
                       _____________________
                                 
               DELAWARE                     63-0713665
        ___________________________     _________________
     (State or other jurisdiction of    (I.R.S. Employer
      incorporation or organization)    Identification no.)
                                 
                   4040 Memorial Parkway, South
                  Huntsville, Alabama  35802-1326
                          (205) 883-1140
        (Address, including zip code, of principal offices)
                       _____________________
                                 
                             NO CHANGE
    (Former name, address and fiscal year if changed since last
                              report)
                       _____________________
                                 
  Indicate by check mark whether the registrant (1) has filed  all
reports  required  to be filed by Section 13  or  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 
                     ---                  ---
Indicate the number of shares outstanding of each of the issuerOs
classes of common stock, as of the latest practical date.

                   COMMON  STOCK, $.01 PAR VALUE
           6,514,116 SHARES OUTSTANDING ON  May 31, 1996
                       _____________________

==================================================================
 <PAGE>
                                
                             FORM 10-Q

                   NICHOLS RESEARCH CORPORATION
                                 
        QUARTERLY REPORT FOR THE PERIOD ENDED MAY 31, 1996
                                 
                               INDEX


Part I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Condensed Consolidated Statements of Income for the Three
         Months and Nine Months Ended May 31, 1996 and May 31, 1995
         (Unaudited)                                  

         Condensed Consolidated Balance Sheets as of May 31, 1996 and
         August 31, 1995 (Unaudited)

         Condensed Consolidated Statements of Changes in Stockholders'
         Equity for the Nine Months Ended May 31, 1996 and May 31, 1995
         (Unaudited)       

         Condensed Consolidated Statements of Cash Flows for the Nine
         Months Ended May 31, 1996 and May 31, 1995 (Unaudited)

         Notes to Condensed Consolidated Financial Statements
         (Unaudited)  

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


Part II. OTHER INFORMATION

Item 1.  Legal Proceedings     

Item 6.  Exhibits and Reports on Form 8-K 

         Signatures  
<PAGE>
                             FORM 10-Q

                   NICHOLS RESEARCH CORPORATION

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

            CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                            (UNAUDITED)
                                 
<TABLE>
<CAPTION>

                                For the Three Months Ended  For the Nine Months Ended
                                --------------------------  -------------------------
                                   May 31,      May 31,        May 31,     May 31,
                                    1996         1995           1996        1995
                                -----------------------------------------------------
                                       (amounts in thousands except share data)

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

Revenues......................  $  55,169      $  44,444      $ 153,202  $ 116,848

Costs and expenses:
 Direct and allocable costs...     46,713         38,183        129,735    101,165
 General and administrative
 expenses.....................      4,899          3,791         13,879      8,648
                                --------------------------------------------------
     Total costs and expenses.     51,612         41,974        143,614    109,813
                                --------------------------------------------------
Operating profit..............      3,557          2,470          9,588      7,035


Other income (expense):
 Interest expense.............        (99)           (57)          (226)       (65)
 Other income, principally
 interest.....................        262            516            749      1,188
                                --------------------------------------------------
Income before income taxes....      3,720          2,929         10,111      8,158
Income taxes..................      1,344          1,100          3,670      3,025
                                --------------------------------------------------
Net income....................  $   2,376      $   1,829      $   6,441  $   5,133
                                ==================================================

Earnings per share............  $     .35      $     .29      $     .96  $     .83
                                ==================================================

Weighted average number of 
 common and common 
 equivalent shares............  6,859,862      6,299,391      6,741,527  6,211,111
                                ==================================================

</TABLE>

NOTE:  The Company has not declared or paid dividends in any of the
       periods presented.


See accompanying notes.
<PAGE>
                             FORM 10-Q

                   NICHOLS RESEARCH CORPORATION
                                 
               CONDENSED CONSOLIDATED BALANCE SHEETS
                            (UNAUDITED)


                                                 May 31,       August 31,
                                                  1996            1995
                                            ---------------------------------
                                                 (amounts in thousands)
           ASSETS

Current assets:
 Cash and temporary cash investments......           $ 13,064       $ 17,196
 Accounts receivable......................             67,094         53,103
 Deferred income taxes....................              1,351          1,351
 Other....................................              2,416          1,593
                                            --------------------------------- 
   Total current assets...................             83,925         73,243

Long-term investments.....................              4,495          4,530
 
Property and equipment:
 Computers and related equipment..........             15,866         11,973
 Furniture, equipment and improvements....              6,282          5,149
 Equipment - contracts....................              5,771          5,771
                                            ---------------------------------
                                                       27,919         22,893
 Less accumulated depreciation............             13,768         11,434
                                            ---------------------------------
   Net property and equipment.............             14,151         11,459
 
Goodwill (net of accumulated 
 amortization)............................             20,774          8,803
Other assets..............................              4,341          2,844
                                            ---------------------------------
 
 
Total assets..............................           $127,686       $100,879


See accompanying notes.
<PAGE>
                             FORM 10-Q

                   NICHOLS RESEARCH CORPORATION
                                 
               CONDENSED CONSOLIDATED BALANCE SHEETS
                            (UNAUDITED)
                                 

                                                 May 31,        August 31,
                                                  1996             1995
                                              ------------------------------
                                               (amounts in thousands except 
                                                      per share data)

LIABILITIES AND STOCKHOLDERSO EQUITY

Current liabilities:
 Accounts payable.........................     $  14,005         $  16,886
 Accrued compensation and benefits........         9,667             6,897
 Income taxes payable.....................           104               969
 Note payable.............................        14,500                 -
 Current maturities of long-term debt.....         1,191             1,187
 Other....................................         3,643               531
                                              -----------------------------
     Total current liabilities............        43,110            26,470

Deferred income taxes.....................         1,195             1,195

Long-term debt:
 Industrial development bonds.............         1,777             2,000
 Long-term notes..........................         2,716             3,366
                                              -----------------------------
     Total long-term debt.................         4,493             5,366

Stockholders' equity:
  Common stock, par value $.01 per share
    Authorized - 20,000,000 and
     10,000,000 shares, respectively
    Issued - 6,626,449 and 6,439,227
     shares, respectively.................            66                64
  Additional paid-in capital..............        28,000            24,258
  Retained earnings.......................        52,110            45,669
  Less cost of treasury stock - 112,333
    and 184,377 shares, respectively......        (1,288)           (2,143)
                                              -----------------------------
    Total stockholders' equity............        78,888            67,848
                                              ----------------------------- 
                                                                  
Total liabilities and stockholders'
 equity...................................     $ 127,686         $ 100,879


See accompanying notes.
<PAGE>
                                 
                                                            
                                                 FORM 10-Q

                                        NICHOLS RESEARCH CORPORATION
                                 
                   CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
                                              EQUITY (UNAUDITED)
                                 
<TABLE>
<CAPTION>

                                                     Additional
                                     Common Stock      Paid-In    Retained  Treasury
                                   Shares    Amount    Capital    Earnings   Stock        Total
                                  --------------------------------------------------------------
                                           (amounts in thousands except share data)

                                            For the Nine Months Ended May 31, 1996
                                            --------------------------------------

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

Balance, August 31, 1995         6,439,227   $   64    $ 24,258   $ 45,669   $ (2,143)  $ 67,848

Exercise of stock options          155,963        1       1,529          -          -      1,530

Employee stock purchases            31,259        1         690          -          -        691

Re-issue 72,044 shares of
 treasury stock                          -        -       1,523          -        855      2,378

Net income                               -        -           -      6,441          -      6,441
                                 ----------------------------------------------------------------

Balance, May 31, 1996            6,626,449   $   66    $ 28,000   $ 52,110   $ (1,288)  $ 78,888
                                 ================================================================


                                            For the Nine Months Ended May 31, 1995
                                            --------------------------------------

Balance, August 31, 1994         6,262,137   $   63    $ 22,528   $ 38,467   $ (3,750)  $ 57,308

Exercise of stock options           91,038        1         620          -          -        621

Employee stock purchases            34,948        -         417          -          -        417

Re-issue 138,123 shares of
 treasury stock                          -        -         213          -      1,607      1,820

Net income                               -        -           -      5,133          -      5,133
                                 ----------------------------------------------------------------
Balance, May 31, 1995            6,388,123   $   64    $ 23,778   $ 43,600   $ (2,143)  $ 65,299
                                 ================================================================

</TABLE>
See accompanying notes.
<PAGE>
                             FORM 10-Q

                   NICHOLS RESEARCH CORPORATION
                                 
          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (UNAUDITED)

                                                 For the Nine Months Ended
                                                    May 31,        May 31,
                                                     1996           1995
                                               -----------------------------
                                                   (amounts in thousands)
Cash flows from operating activities:
Net income..............................         $    6,441     $    5,133
Adjustments to reconcile net income 
 to net cash provided (used) by 
 operating activities:
 Depreciation and amortization..........              3,070          2,017
 Loss on sale of investments............                  -             34
Changes in assets and liabilities net 
 of effects of acquisitions:
 Accounts receivable....................             (6,959)        (2,535)
 Other assets...........................               (677)           823
 Accounts payable.......................             (4,917)        (2,373)
 Accrued compensation and benefits......              1,658          2,300
 Income taxes payable...................               (865)           703
 Other current liabilities..............              1,687            241
                                               ----------------------------
     Total adjustments..................             (7,003)         1,210
                                               ----------------------------
Net cash provided (used) by operating
 activities..............................              (562)         6,343

Cash flows from investing activities:
Purchase of property and equipment......             (3,113)        (1,328)
Payment for non-compete agreement.......                  -           (900)
Payments for acquisitions, net of cash
 acquired...............................            (14,763)        (2,869)
Payments for investment in affiliates...             (1,546)        (1,535)
Proceeds from sale of long-term
 investments............................                  -          3,284
                                               ----------------------------
Net cash used by investing activities...            (19,422)        (3,348)

Cash flows from financing activities:
Proceeds from issuance of common stock..              2,221          1,039
Proceeds from sale of treasury stock....                  -            734
Proceeds from industrial development 
 bonds..................................                  -          2,225
Proceeds from note payable..............             14,500              -
Payments of long-term debt..............               (869)        (1,003)
                                               ----------------------------
Net cash provided by financing
 activities.............................             15,852          2,995
                                               ----------------------------
Net increase (decrease) in cash.........             (4,132)         5,990
<PAGE>

                             FORM 10-Q

                   NICHOLS RESEARCH CORPORATION

         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                      (UNAUDITED) (CONTINUED)



Cash and temporary cash investments at
 beginning of period....................             17,196         19,355
                                               ----------------------------
Cash and temporary cash investments at
 end of period..........................         $   13,064     $   25,345
                                               ============================   

Non-cash transactions:
Deferred compensation resulting from 
 the exercise of restricted stock 
 options and issuance of treasury 
 stock..................................         $        -     $       81
Issuance of treasury stock as
 consideration in acquisition...........              2,378          1,005


See accompanying notes.
<PAGE>
                                 
                                 
                             FORM 10-Q

                   NICHOLS RESEARCH CORPORATION
                                 
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            (UNAUDITED)
                                 
                           May 31, 1996


Note 1 - Basis of Presentation and Organization

The  condensed  consolidated financial statements (and  all  other
information  in this report) have not been examined by independent
auditors,  but  in  the opinion of the Company,  all  adjustments,
consisting of the normal recurring accruals necessary for  a  fair
presentation of the results for the period, have been  made.   The
condensed  consolidated financial statements include the  accounts
of Nichols Research Corporation and its wholly-owned subsidiaries.
All  significant intercompany balances and transactions have  been
eliminated in consolidation.

On   July  9,  1996,  the  Company  announced  the  renaming   and
modification  of four internal business areas to reflect  continued
evolution  and  development within the  Company.   The  names  and
organizations will be used to better capture and focus the  Company
into  specific markets, domains, clients, and cultures appropriate
to the respective line of business.  The names are Nichols InfoFed
(Government  I/T),  Nichols  Federal (Defense  and  Intelligence),
NicholSELECT  (Healthcare and Insurance I/T), and Nichols  InfoTec
(Commercial I/T).

Note 2 - Investments and Affiliates

In October 1995, the Company entered into an agreement to purchase
1,000  shares  of  Series  B Preferred Stock  of  HealthGate  Data
Corporation  (HealthGate).  HealthGate provides a  biomedical  and
health  information system on the World Wide Web.   The  agreement
provides   for  four  equal  purchase  installments  of  $400,000,
contingent upon HealthGate achieving certain milestones as defined
in the agreement.  Three installments have been made as of May 31,
1996.  The 1,000 shares of Preferred Stock are convertible to  20%
of  the  common stock on a fully diluted basis at the date of  the
agreement.

In  January  1996, the Company invested approximately $200,000  to
acquire  a  50%  interest  in a joint venture,  HealthShare,  LLC.
HealthShare's  mission  is  to provide an  integrated  information
system   and  support  services  that  enhance  the  quality   and
efficiency of healthcare delivery at a reduced cost.
<PAGE>
                             FORM 10-Q

                     NICHOLS RESEARCH CORPORATION

           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        (UNAUDITED) (CONTINUED)


On  May  31,  1996,  the  Company entered into  a  stock  purchase
agreement and purchased all of the issued and outstanding  capital
stock  of  Advanced  Marine Enterprises, Inc.  (AME),  a  Virginia
corporation.  The purchase price was approximately $17,522,000, of
which  $15,122,000 was payable in cash and $2,400,000 was paid  in
Common  Stock  of  the Company.  The cash was borrowed  under  the
Company's   existing  credit  agreement.   The   transaction   was
accounted  for as a purchase and, accordingly, the purchase  price
and   liabilities  assumed  have  been  allocated  to  the  assets
acquired,  including goodwill of approximately $12,500,000  to  be
amortized  over 15 years.  The Consolidated Balance Sheet  at  May
31, 1996 includes the accounts of AME.

Note 3 - Reclassification

Certain  prior  period amounts have been reclassified  to  conform
with the current period's presentation.
<PAGE>
                             FORM 10-Q

                     NICHOLS RESEARCH CORPORATION

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

Results of Operations

The  Company provides information systems and technology  services
to  agencies  of  the  Department of Defense, non-defense  federal
agencies,  state governments and commercial entities.   The  major
portion  of the Company's revenues results from services performed
under  U.S.  Government  contracts,  either  directly  or  through
subcontracts.

The  following  tables set forth, for the periods  indicated,  the
amount and percentage change for certain items in the consolidated
statements  of  income  and the percentages  such  items  bear  to
consolidated revenues.
<TABLE>
<CAPTION>

                             For the Three Months Ended     For the Nine Months Ended
                                May 31, 1996 Compared          May 31, 1996 Compared
                              to the Three Months Ended      to the Nine Months Ended
                                    May 31, 1995                   May 31, 1995
                               Amount of     Percentage       Amount of    Percentage
                                Change         Change          Change        Change
                             --------------------------------------------------------
                                                 (amounts in thousands)

<S>                          <C>                <C>          <C>             <C>         
Revenues.................    $   10,725         24.1 %       $   36,354      31.1 %

Cost and expenses:
 Direct and allocable
 costs...................         8,530         22.3             28,570      28.2
  General and 
  administrative 
  expenses...............         1,108         29.2              5,231      60.5
     Total cost and 
     expenses............         9,638         23.0             33,801      30.8

Operating profit.........         1,087         44.0              2,553      36.3

Other income (expense), 
 net.....................          (296)       (64.5)              (600)    (53.4)
Income before income 
 taxes...................           791         27.0              1,953      23.9
Income taxes.............           244         22.2                645      21.3
Net income...............    $      547         29.9%        $    1,308      25.5 %

</TABLE>
<PAGE>
                              FORM 10-Q

                      NICHOLS RESEARCH CORPORATION

<TABLE>
<CAPTION>


                             For the Three Months Ended      For the Nine Months Ended
                                May 31,       May 31,           May 31,      May 31,
                                 1996          1995              1996         1995
                             ---------------------------------------------------------
<S>                             <C>           <C>               <C>          <C>
Revenues.................       100.0 %       100.0 %           100.0 %      100.0 %

Cost and expenses:
 Direct and allocable
 costs...................        84.7          85.9              84.7         86.6
 General and 
 administrative
 expenses................         8.9           8.5               9.0          7.4
                             ---------------------------------------------------------           
    Total cost and 
    expenses.............        93.6          94.4              93.7         94.0
                             ---------------------------------------------------------
Operating profit.........         6.4           5.6               6.3          6.0
                                                                  
Other income (expense), 
 net.....................         0.3           1.0               0.3          1.0
                             ---------------------------------------------------------
Income before income 
 taxes...................         6.7           6.6               6.6          7.0
Income taxes.............         2.4           2.5               2.4          2.6
                             ---------------------------------------------------------
Net income...............         4.3 %         4.1 %             4.2 %        4.4 %
                             =========================================================
</TABLE>

Revenues  for  the  three months ended May 31, 1996  increased  24
percent,  or $10.7 million and for the nine months ended  May  31,
1996  increased 31 percent, or $36.4 million, as compared  to  the
three months and nine months ended May 31, 1995.  The increase was
primarily  the result of the revenues contributed by a significant
information   technology  services  contract  with  a   commercial
customer,   and  the  revenues  contributed  by  two   information
technology  subsidiaries acquired late in  the  1995  fiscal  year
(approximately 67% of the increase).  The Company also realized an
increase in revenues from its existing contract base.
<PAGE>
                             FORM 10-Q
                     NICHOLS RESEARCH CORPORATION


Costs  and  expenses were 93.6 percent of revenues for  the  three
months and 93.7 percent of revenues for the nine months ended  May
31,  1996,  as compared to 94.4 percent for the three  months  and
94.0  percent  for  the  nine months  ended  May  31,  1995.   The
reduction  in  direct  and  allocable costs  as  a  percentage  of
revenues  is  offset  by increases in general  and  administrative
expenses which reflect the efforts to use contract cost reductions
and  increased  margins  to  fund planned  increases  in  business
development  and  marketing  efforts,  primarily  with  commercial
market opportunities.

Other income consists primarily of interest income.  Substantially
all  available  cash is invested in interest bearing  accounts  or
fixed  income  instruments.  The 53.4 percent  decrease  in  other
income  for the nine months ended May 31, 1996 as compared to  the
nine months ended May 31, 1995 is the result of the use of cash to
make strategic acquisitions and investments in affiliates.

Net  income  increased  29.9 percent, or $547,000  for  the  three
months  and 25.5 percent, or $1,308,000 for the nine months  ended
May  31, 1996, as compared to the same periods in the prior  year.
The increase is the result of reasons discussed above.

Financial Condition

For  the nine months ended May 31, 1996, operating activities used
$562,000  in cash as compared to providing $6,343,000  during  the
nine  months  ended May 31, 1995.  The decrease is the  result  of
changes  in  working capital requirements.  The  Company  realized
proceeds from the issuance of common stock of $2,222,000  for  the
nine  months  ended May 31, 1996 as compared to $1,039,000  during
the  nine months ended May 31, 1995.  During the nine months ended
May  31, 1995, the Company also reissued 70,000 shares of treasury
stock, providing cash of $734,000.

Working  capital was $40,815,000 at May 31, 1996  as  compared  to
$51,597,000 at May 31, 1995.  The Company's working capital ratios
were  1.9:1 at May 31, 1996 as compared to 3.6:1 at May 31,  1995.
The Company also has $4,495,000 invested primarily in fixed income
instruments which are classified as noncurrent assets at  May  31,
1996, as compared to $4,542,000 at May 31, 1995.

The Company has a bank line of credit which provides for borrowing
up  to $73,500,000, secured primarily by accounts receivable.   On
May  31, 1996, the Company borrowed $14,500,000 under this  credit
agreement.   The  proceeds  were used to acquire  the  outstanding
capital  stock  of  Advanced  Marine Enterprises,  Inc.  (AME),  a
Virginia  corporation.   The  Company  had  no  other  outstanding
borrowings under the provisions of this line of credit.  Long-term
debt  includes a term note used to purchase computer hardware  for
lease  to  a  customer under a system integration  contract.   The
proceeds  from  an Alabama State Industrial Development  Bond  are
being used to expand information technology programs.
<PAGE>
                            FORM 10-Q

                    NICHOLS RESEARCH CORPORATION

Purchases  of  property and equipment were $3,113,000  during  the
nine  months ended May 31, 1996, as compared to $1,328,000  during
the  nine months ended May 31, 1995.  The Company is upgrading its
enterprise information systems as well as replacing capital assets
in the normal course of business.

The  Company  is  actively pursuing new contracts for  information
systems  development  and computer system  integration  activities
which could require the Company to acquire substantial amounts  of
computer  hardware.   The  Company is  also  regularly  evaluating
potential acquisition candidates.  The Company believes  that  its
existing  capital  resources, together  with  available  borrowing
capacity, are sufficient to fund these activities.

During  the  nine months ended May 31, 1996, the Company  won  new
contract awards totaling approximately $449,495,000 as compared to
approximately $135,153,000 for the nine months ended May 31, 1995.
The   acquisition   of   AME  provided   additional   backlog   of
approximately $180,000,000.  The trend in contract awards  is  for
increased amounts to be awarded in options.

The  Company's  backlog at May 31, 1996 and May 31,  1995  was  as
follows:

                                      1996           1995
                                      ----           ----
Base period contracts and
 exercised options, net of
 services provided........      $ 519,143,000     $ 289,560,000
Options...................        431,233,000       230,441,000
                                -------------     -------------
 Total....................      $ 950,376,000     $ 520,001,000
                                =============     =============

Contracts  with  the U.S. Government, either directly  or  through
subcontracts, are the primary source of backlog values.

The  Company's business is dependent upon its ability to  win  new
contracts,  the  funding  levels  of  awarded  contracts  and  the
Company's ability to perform under contract provisions.

<PAGE>

                            FORM 10-Q

                    NICHOLS RESEARCH CORPORATION


PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

On May 31, 1996, the Company purchased all of the capital stock of
Advanced  Marine  Enterprises, Inc.  (AME)  pursuant  to  a  Stock
Purchase Agreement which provided for indemnity of the Company  by
the  Sellers  from  all damages arising out of or  connected  with
pending litigation against AME.  An Escrow Agreement was signed by
Sellers  to provide security for the indemnity obligations assumed
by  Sellers  under the Stock Purchase Agreement in the  amount  of
$2,700,000.

One of the described cases was PRC, Inc. v. AME, et al, instituted
on  January  2,  1996  in the Circuit Court of  Arlington  County,
Virginia,  Chancery No. 96.1 wherein PRC, Inc.  in  a  nine  count
complaint (breach of fiduciary duty, intentional interference with
contractual  relations, intentional interference with  prospective
business and contractual relations, specific performance in breach
of  PRC  terms and conditions of employment, violation of Virginia
Trade  Secrets  Act,  violation of Virginia Computer  Crimes  Act,
violation   of  Virginia  Code  Annotated  18.2-499,   conversion,
request  for  accounting  pursuant to Virginia  Code  ANN.8.01-31)
sought  injunctive  relief  and  both  compensatory  and  punitive
damages.   In  that action PRC alleged that, among other  matters,
AME  and  certain of its employees conspired to illegally  acquire
the   PRC   Engineering  Department,  including   its   employees,
customers, property and proprietary information.

The  trial  of  this non-jury action commenced May  28,  1996  and
concluded  on  June  19,  1996.  At this  time  the  judge  orally
announced  his tentative findings and conclusions of law  awarding
PRC,  Inc.  monetary  damages totaling  approximately  $4,100,000,
exclusive of attorneysO fees and expenses estimated to be  in  the
range of $650,000 to $700,000.  While the courtOs pronouncement is
presently  inconclusive and subject to change, it is an indication
of  the amount of the final judgment expected to be entered before
August 1, 1996.

An  agreement  has been reached wherein Sellers will increase  the
funding  of  the  Escrow Agreement to fully cover the  anticipated
judgment  and accrued interest.  The amount now provided  in  such
agreement  is approximately $5,550,000.  Management believes  that
such  amounts will be sufficient to pay any judgements,  costs  or
expenses that may ultimately result from this matter.
<PAGE>
                             FORM 10-Q

                   NICHOLS RESEARCH CORPORATION


Item 6 - Exhibits and Reports on Form 8-K

(a)  Exhibits.

     Exhibit No.                      Description
     -----------                      -----------

         27                     Financial Data Schedule

(b)  The Company has filed the following reports on Form 8-K  for
     the Three Months ended May 31, 1996.

     On  June  17,  1996, the Company filed  Form  8-K  with  the
     Commission  reporting the acquisition of all  of  the  outstanding
     capital  stock of    Advanced Marine Enterprises, Inc.   (AME),  a
     Virginia corporation.  The purchase agreement was executed and the
     acquisition     was  consumated on May 31,  1996.   The  financial
     statements  required by Item 7(a)(4) of  Form       8-K  shall  be
     filed by amendment no later than 60 days after June 15, 1996.  The
     pro  forma     financial information required by Item 7(b) of Form
     8-K  shall  be filed by    amendment no later than 60  days  after
     June 15, 1996.


<PAGE>
                            FORM 10-Q

                    NICHOLS RESEARCH CORPORATION


                            SIGNATURES
                                 
                      MANAGEMENT REPRESENTATION

    The accompanying unaudited Consolidated Balance Sheets at  May
31,  1996,  and  August  31,  1995 as  well  as  the  Consolidated
Statements of Income for the three months ended May 31,  1996  and
May   31,   1995  and  the  Consolidated  Statements  of   Income,
Consolidated  Statements  of Changes in Stockholders'  Equity  and
Consolidated  Statements of Cash Flows for the nine  months  ended
May 31, 1996 and May 31, 1995, are unaudited by independent public
accountants;   however,  in  the  opinion   of   management,   all
adjustments,  consisting  only  of normal  recurring  adjustments,
necessary for a fair presentation of the results of operations for
the  periods  presented  and  financial  position  for  the  dates
presented have been made.





   July 15, 1996                         By:
- -----------------------                     ----------------------
Date                                        Allen E. Dillard
                                            Chief Financial
                                            Officer
                                            (Principal Finance and
                                            Accounting Officer)


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.
                                 
                                                                  
                                      NICHOLS RESEARCH CORPORATION
                                                                  
                                                                  
                                                                  
                                                                  
   July 15, 1996                         By:
- -----------------------                     ---------------------
Date                                        Allen E. Dillard
                                            Chief Financial
                                            Officer
                                            (Principal Finance and
                                            Accounting Officer)
                                                                  
<PAGE>

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<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          AUG-31-1996
<PERIOD-END>                               MAY-31-1996
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                                0
                                          0
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<EPS-PRIMARY>                                      .96
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