Amended as of
February 17, 1998


                        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 Sec-
tion 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 immediately prior to any 
such merger, consolidation sale, dissolution, or liquidation, all 
options outstanding hereunder that are not otherwise exercisable 
shall become 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 assume such options or to grant each 
holder of an option hereunder outstanding at the time of the 
transaction replacement options on substantially equivalent terms, 
in each case without a requirement that such director continue to 
serve as a director of the surviving or acquiring corporation or an 
affiliate thereof.


     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.