As Amended
April 3, 1997

DYNAMICS RESEARCH CORPORATION

       1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS


     1.   PURPOSE

     The purpose of this 1995 Stock Option Plan for Non-Employee
Directors (the "Plan") is to advance the interests of Dynamics Research
Corporation (the "Company") by enhancing the ability of the Company to
attract and retain non-employee directors who are in a position to make
significant contributions to the success of the Company and to align the
interest of those directors more closely with the stockholders.


     2.  ADMINISTRATION

      The Plan shall be administered by a committee (the "Committee") of
the Board of Directors (the "Board") of the Company designated by the
Board for that purpose.  Unless and until a Committee is appointed the
Plan shall be administered by the entire Board, and references in the
Plan to the "Committee" shall be deemed references to the Board.  The
Committee shall have authority, not inconsistent with the express
provisions of the Plan, (a) to grant options in accordance with the Plan
to such directors as are eligible to receive options; (b) to prescribe
the form or forms of instruments evidencing options and any other
instruments required under the Plan and to change such forms from time
to time; (c) to adopt, amend and rescind rules and regulations for the
administration of the Plan; (d) to accelerate the vesting of or
otherwise change the terms of any option granted hereunder; and (e) to
interpret the Plan and to decide any questions and settle all
controversies and disputes that may arise in connection with the Plan.
Such determinations of the Committee shall be conclusive and shall bind
all parties.


     3.  EFFECTIVE DATE AND TERM OF PLAN

     The Plan shall become effective on the date on which the Plan is
approved by the Board of Directors of the Company, subject to approval
by the shareholders of the Company.  No option shall be granted under
the Plan after the completion of ten years from the date on which the
Plan was adopted by the Board, but options previously granted may extend
beyond that date.

     4.  SHARES SUBJECT TO THE PLAN

     (a)  Number of Shares.  Subject to adjustment as provided in
Section 4(c), the aggregate number of shares of the Company's common
stock (the "Stock") that may be delivered upon the exercise of options
granted under the Plan shall be 100,000.  If any option granted under
the Plan terminates without having been exercised in full, the number of
shares of Stock as to which such option was not exercised shall be
available for future grants within the limits set forth in this Section
4(a).

     (b)  Shares to be Delivered.  Shares delivered under the Plan shall
be authorized but unissued Stock or, if the Board so decides in its sole
discretion, previously issued Stock acquired by the Company and held in
treasury.  No fractional shares of Stock shall be delivered under the
Plan.

     (c)  Changes in Stock.  In the event of a stock dividend, stock
split or combination of shares, recapitalization or other change in the
Company's capital stock, after the effective date of the Plan, the
number and kind of shares of stock or securities of the Company subject
to options then outstanding or subsequently granted under the Plan, the
maximum number of shares or securities that may be delivered under the
Plan, the exercise price, and other relevant provisions shall be
appropriately adjusted by the Committee, whose determination shall be
binding on all persons.


     5.  ELIGIBILITY FOR OPTIONS

     Directors eligible to receive options under the Plan ("Eligible
Directors") shall be those directors who are not employees of the
Company or of any subsidiary of the Company.


     6.  TERMS AND CONDITIONS OF OPTIONS

     (a)  Number of Options.

     On the date of the first annual meeting of stockholders following
the adoption of this Plan each Eligible Director who is elected,
reelected or continuing as a director on such date shall be awarded on
such date an option covering 5,000 shares of Stock; thereafter, at each
annual meeting or meeting of the board of directors at which a new
Eligible Director is elected to the Board or following the election by
the Board of a new Eligible Director to the Board, he or she shall be
awarded an option covering 5,000 shares of Stock; and at each annual
meeting subsequent to the annual meeting at which the initial grant was
made to an Eligible Director and at which he or she is reelected or is
continuing as a director, he or she shall be awarded an additional
option covering 1,000 shares of Stock.

     (b)  Exercise Price.  The exercise price of each option shall be
100% of the fair market value per share of the Stock on the date the
option is granted.  In no event, however, shall the option price be
less, in the case of an original issue of authorized stock, than par
value per share.  For purposes of this paragraph, (A) the fair market
value of a share of Stock on any date shall be the Closing Price on such
day or, if there was no Closing Price on such day, the latest day prior
thereto on which there was a Closing Price; and (B) the "Closing Price"
of the Stock on any business day will be the last sale price as reported
on the principal market on which the Stock is traded or, if no last sale
is reported, then the mean between the highest bid and lowest asked
prices on that day.

     (c)  Duration of Options.  The latest date on which an option may
be exercised (the "Final Exercise Date") shall be the date which is ten
years from the date the option was granted.

     (d)  Exercise of Options.

     (1)     Each option shall become exercisable to the extent of one-
third of the shares covered thereby on the date of the Annual Meeting
held in each of the first, second and third years following the date of
grant, except that options granted on dates other than the date of the
Annual Meeting shall become exercisable to the extent of one-third of
the shares covered thereby on each of the first, second and third
anniversaries of the date of the grant.

       (2)     Any exercise of an option shall be in writing, signed by
the proper person and delivered or mailed to the Company, accompanied by
(i) any documentation required by the Committee and (ii) payment in full
for the number of shares for which the option is exercised.

(3)     The Committee shall have the right to require that the
individual exercising the option remit to the Company an amount
sufficient to satisfy any federal, state, or local withholding tax
requirements (or make other arrangements satisfactory to the employer
with regard to such taxes) prior to the delivery of any Stock pursuant
to the exercise of the option.  If permitted by the Committee the
individual exercising the option may elect, at such time and in such
manner as the Committee may prescribe, to have the Company hold back
from the transfer Stock having a value calculated to satisfy such
withholding obligation.  In the case of an individual subject to Section
16(b) of the Exchange Act, no such election shall be effective unless
made in compliance with the applicable requirements of Rule 16b-3 or any
successor Rule under the Securities Exchange Act of 1934, as amended
(the "Exchange Act").

(4)     If an option is exercised by the executor or administrator of a
deceased director, or by the person or persons to whom the option has
been transferred by the director's will or the applicable laws of
descent and distribution, the Company shall be under no obligation to
deliver Stock pursuant to such exercise until the Company is satisfied
as to the authority of the person or persons exercising the option.

     (e)  Payment for and Delivery of Stock.  Stock purchased under the
Plan shall be paid for as follows:  (i) in cash or by check (acceptable
to the Company in accordance with guidelines established for this
purpose), bank draft or money order payable to the order of the Company;
(ii) through the delivery of shares of Stock (which, in the case of
shares of Stock acquired from the Company, have been outstanding for at
least six months) having a fair market value on the last business day
preceding the date of exercise equal to the purchase price; (iii) by
having the Company hold back from the shares transferred upon exercise
Stock having a fair market value on the last business day preceding the
date of exercise equal to the exercise price; (iv) by delivery of an
unconditional and irrevocable undertaking by a broker to deliver
promptly to the Company sufficient funds to pay the purchase price; or
(v) by any combination of the permissible forms of payment; provided,
that if the Stock delivered upon exercise of the option is an original
issue of authorized Stock, at least so much of the exercise price as
represents the par value of such Stock shall be paid other than with a
personal check or promissory note of the option holder.

     An option holder shall not have the rights of a shareholder with
regard to awards under the Plan except as to Stock actually received by
him or her under the Plan.

     The Company shall not be obligated to deliver any shares of Stock
(a) until, in the opinion of the Company's counsel, all applicable
federal and state laws and regulations have been complied with, and
(b) if the outstanding Stock is at the time listed on any stock
exchange, until the shares to be delivered have been listed or
authorized to be listed on such exchange upon official notice of
issuance, and (c) until all other legal matters in connection with the
issuance and delivery of such shares have been approved by the Company's
counsel.  If the sale of Stock has not been registered under the
Securities Act of 1933, as amended, the Company may require, as a
condition to exercise of the option, such representations or agreements
as counsel for the Company may consider appropriate to avoid violation
of such Act and may require that the certificates evidencing such Stock
bear an appropriate legend restricting transfer.

     (f)  Nontransferability of Options.  No option may be transferred
other than by will or by the laws of descent and distribution, and
during a director's lifetime an option may be exercised only by him or
her.

     (g)  Death.  Upon the death of any Eligible Director granted
options under this Plan, all options not then exercisable shall
terminate.  All options held by the director that are exercisable
immediately prior to death may be exercised by his or her executor or
administrator, or by the person or persons to whom the option is
transferred by will or the applicable laws of descent and distribution,
at any time within one year after the director's death (subject,
however, to the limitations of Section 6(c) regarding the maximum
exercise period for such option).  After completion of that one-year
period, such options shall terminate to the extent not previously
exercised.

     (h)  Other Termination of Status of Director.  If a director's
service with the Company terminates for any reason other than death, all
options held by the director that are not then exercisable shall
terminate.  Options that are exercisable on the date of termination
shall continue to be exercisable for a period of three months (subject
to Section 6(c)).  After completion of that three-month period, such
options shall terminate to the extent not previously exercised, expired
or terminated.

     (i)  Mergers, etc.  In the event of a consolidation or merger in
which the Company is not the surviving corporation or which results in
the acquisition of substantially all the Company's outstanding Stock by
a single person or entity or by a group of persons and/or entities
acting in concert, or in the event of a sale or transfer of
substantially all of the Company's assets or a dissolution or
liquidation of the Company, all options hereunder will terminate;
provided, that 20 days prior to the scheduled date of the stockholders
meeting to vote upon any such merger, consolidation sale, dissolution,
or liquidation as set forth in the related proxy statement, or if there
shall be no such meeting, 20 days prior to the effective date of any
such transaction, all options outstanding hereunder that are not
otherwise exercisable shall become immediately exercisable, and
provided, further that in the event such a transaction is to be
accounted for as a pooling of interests, the Company shall provide for
the surviving or acquiring corporation or an affiliate thereof to grant
each holder of an option hereunder outstanding at the time of the
transaction replacement options on substantially equivalent terms.



     7.     EFFECT, DISCONTINUANCE, CANCELLATION, AMENDMENT, TERMINATION
            AND EFFECTIVENESS

      Neither adoption of the Plan nor the grant of options to a
director shall affect the Company's right to grant to such director
options that are not subject to the Plan, to issue to such directors
Stock as a bonus or otherwise, or to adopt other plans or arrangements
under which Stock may be issued to directors.

     The Committee may at any time terminate the Plan as to any further
grants of options.  The Committee may at any time or times amend the
Plan for any purpose which may at the time be permitted by law.