SECURITIES AND EXCHANGE COMMISSION 

                    WASHINGTON, D.C.  20549
 
                          FORM 10-KSB/A
                           Amendment 2


    (Mark One)
         X    	ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 {Fee Required}

For the fiscal year ended September 30, 1996

              	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
				SECURITIES EXCHANGE ACT OF 1934 {No Fee Required}

For the transition period from    		to  

Commission file number    0-18603


Integral Systems, Inc.					
(Name of small business issuer in its charter)


Maryland                                52-1267968
(State or other jurisdiction of	  (I.R.S. Employer Identification No.)
incorporation of organization)


5000 Philadelphia Way, Suite A, Lanham, MD      20706
(Address of principal executive offices)       (Zip Code)

Issuer's telephone number  (301) 731-4233			

Securities registered under Section 12(b) of the Exchange Act:

Title of each class	Name of each exchange on which registered

Securities registered under Section 12(g) of the Exchange Act:

           Common			
        (Title of class)

	

        (Title of class)


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 to file such reports), 
and (2) has been subject to such filing requirements for the past 
90 days.

          Yes      X                     No      		

As of November 30, 1996, the aggregate market value of the Common 
Stock of the Registrant (based upon the average bid and ask prices 
of the Common Stock as reported by the market makers) held by non-
affiliates of the Registrant was $19,588,322.

As of November 30, 1996, 952,533 shares of the Common Stock of the 
Registrant were outstanding.

For the year ended September 30, 1996, the Registrant's revenues 
were $11,217,148.

<PAGE>
                           PART 1


Item 1.  Business

General

   Integral Systems, Inc. (hereinafter referred to as "ISI" or the
"Company") is a leading provider of satellite ground systems: 
computer systems for satellite command and control, data
processing, simulation, and flight software validation. 
The Company believes it is the only provider that offers 
"commercial-off-the-shelf" ("COTS") software for satellites 
that is actually used in satellite operations.  The Company's 
proprietary COTS products, the EPOCH 2000 system and the OASYS 
system, offer satellite operators a low-cost, highly-adaptable 
system that can be used for any currently operating satellite
with minimal modification.
    
   

Customers for these systems include US Government organizations 
such as National Aeronautics and Space Administration (NASA), the 
National Oceanic and Atmospheric Administration (NOAA), and the US 
Air Force, as well as commercial satellite operators, both domestic 
and foreign.  Integral Systems supports satellite missions for 
scientific research, remote sensing, meteorology, and 
communications applications.  In addition, the Company offers 
ground system products explicitly for real-time environmental 
monitoring via satellite.

The Company has one active wholly owned subsidiary, Integral 
Marketing, Inc. (IMI).  IMI specializes in the sale and marketing 
of electronic equipment primarily for the telemetry, data 
acquisition and test communities.  


Satellite Ground Systems

The Company offers off-the-shelf products as well as custom 
development services for satellite ground systems.  The customers 
for the Company's products include government and commercial 
satellite operators, spacecraft manufacturers, and systems 
integrators.  Typical sales involve a combination of off-the-shelf 
software and hardware products together with development services 
for mission specific requirements and system integration.

The Company's flagship commercial product is the EPOCH 2000 
software which includes real-time command and control functions as 
well as off-line orbit analysis and mission planning functions.  
This product has gained international recognition and is currently 
used as a solution on a number of Government and commercial 
satellite programs. EPOCH 2000 components and turnkey systems 
(software and hardware) have been sold to a number of customers, 
including ChinaSat in the Peoples Republic of China, the National 
Space Program Office in Taiwan (ROCSAT),  EOSAT, Earthwatch, Johns 
Hopkins University Applied Physics Laboratory, AT&T, GE Americom, 
APT Satellite Company, Loral, TRW, Orbital Sciences Corporation, 
the US Air Force, and the US Navy.

Integral Systems has ongoing systems engineering work under 
contract to NASA at the Goddard Space Flight Center.  This work is 
in support of NASA's science satellites and includes development 
projects for telemetry and command systems and simulation as well 
as software verification and validation.  The Company developed the 
first workstation-based satellite command and control system for 
NASA Goddard and has supported over a dozen different NASA space 
missions.

For NOAA, Integral Systems builds command and control systems as 
well as payload and image data processing systems for 
meteorological satellites.  The Company has had extensive 
involvement in the both the TIROS and GOES satellite programs.

Recently, the company was awarded a large contract by NOAA to 
provide the command and control system for the Air Force's DMSP 
(Defense Meteorological) satellite fleet.  Integral Systems has 
also built several generations of the DMSP hardware-in-the-loop 
simulator and provided the satellite manufacturer with a 
workstation-based flight software test facility.  The Company 
provides the Air Force with ongoing services for independent 
verification and validation of the DMSP flight software using this 
simulator. 

Integral Systems also provides a product, called the DOMSAT Receive 
Station (DRS), which facilitates the collection, storage, and 
analysis of environmental data.  The DRS is a PC-based system which 
includes an antenna, receiver, and processing software which allows 
customers to take advantage of the complete NOAA GOES Data 
Collection System.  The Company has sold over 60 DRS systems to 
customers including the Army Corps of Engineers, the US Geological 
Survey, and a variety of state and local governments.  The 
applications include meteorology, water control, and pollution 
monitoring, as well as research in geomagnetism and hydrology.


Integral Marketing, Inc.

Through it's wholly-owned subsidiary, Integral Marketing, Inc. 
(IMI), the Company acts as a manufacturer's representative, selling 
electronic test instrumentation and equipment to customers in 
Maryland, D.C., and Virginia.  IMI currently represents 14 
manufacturers. 


Contract Revenue

Integral Systems'commercial revenue as a percentage of total 
revenue increased from 42% to 49% between fiscal year 1995 and 
fiscal year 1996.  The Company is continuing to focus its marketing 
efforts on commercial opportunities.  The Company's revenue for 
fiscal years 1996 and 1995 was generated from the following 
sources:

                    Fiscal Year

Customer          1996      1995

Commercial          49%      42%
NOAA                22%      30%
Air Force           17%      12%
NASA                12%      16%


ISI's services are principally performed under cost-plus-
fixed-fee contracts, fixed price, and time-and-material contracts 
and subcontracts.  Under cost-plus-fixed-fee contracts, the Company 
is reimbursed for allowable costs within the contractual terms and 
conditions and is paid a negotiated fee.  Under fixed-price 
contracts, ISI is paid a stipulated price for services or products 
and bears the risk of increased or unexpected costs.  Under time-
and-materials contracts, the Company receives fixed hourly rates 
intended to cover salary costs attributable to work performed on 
the contract and related overhead expenses, reimbursement for other 
direct costs, and a stipulated profit.  All contracts include 
specified objectives and performance periods ranging from a few 
weeks to several years, with most of the contracts providing for 
terms of 4 years or less.

The percentage of revenues derived by the Company under these 
different types of contracts for the fiscal years ended September 
30, 1996 and 1995 is as follows:

                          Fiscal Year

Contract Type           1996        1995

Cost Plus                 39%         43%
Fixed Price               56%         53%
Time and Materials         5%          4%


Government Contracts

Company revenues from US Government contracts are derived from 
a combination of contracts with the US Government and subcontracts 
with other companies that have prime contracts with the US 
Government.  The percentage of revenues received by the Company 
from prime contracts and subcontracts with the Government for 
fiscal years 1996 and 1995 are as follows:

                         Fiscal Year

Contract Source        1996      1995

Prime Contract           59%       46%
Subcontract              41%       54%


US Government contracting procedures may be categorized by 
formal advertising or procurement by negotiation.  Negotiated 
procurements may, but do not necessarily, involve the solicitation 
of competitive proposals.  If competitive proposals are solicited, 
the US Government selects the proposal most advantageous to it and 
then conducts negotiations with the selected bidder. Most contracts 
awarded to the Company or to other prime contractors for whom the 
Company served as a subcontractor were awarded on the basis of 
competitive procurements.

Many of the programs in which ISI participates as a contractor 
or subcontractor extend for several years, but are funded only on 
an annual basis.  Accordingly, the Company's contracts and 
subcontracts are subject to termination, reduction or modification 
in the event of changes in the Government's requirements or 
budgetary constraints.  Additionally, when ISI participates in a 
project as a subcontractor, it is subject to the risk that the 
prime contractor may fail or be unable to perform the prime 
contract.

All of the Company's US Government contracts and subcontracts 
are also subject to termination for "convenience".  Should a 
contract be so terminated, the Company would be reimbursed for 
allowable costs to the date of termination and would be paid a 
proportionate amount of the stipulated profits or fees attributable 
to the work actually performed.  To date, no ISI contract has been 
terminated for convenience.


The Company expects that 53% of revenue for the current fiscal 
year (fiscal year 1997) will be derived from five major US 
Government contracts and subcontracts.  It is estimated that the 
largest single contract will represent approximately 27% of the 
Company's revenue and the smallest approximately 3%.  The loss or 
termination of any one of these contracts due to funding cuts or 
contract termination could significantly affect the Company's 
performance.  Similarly, the expiration of any major contract could 
significantly affect the Company's performance if not renewed or 
replaced by contracts of similar value.  In addition, since a 
significant portion of revenue for the current fiscal year is 
derived from subcontracts, loss of those subcontracts due to 
termination of the subcontract or of the direct prime contract 
could also affect the Company's performance.  During fiscal year 
1996, approximately 56% of ISI's revenue was performed under fixed-
price contracts and subcontracts.  Under those contracts, an 
unanticipated increase in the Company's cost or expenses may reduce 
or eliminate the profitability of those contracts, thereby 
adversely affecting the Company's financial performance.

ISI's books and records are subject to audit by the Defense 
Contract Audit Agency.  Such audits can result in adjustments to 
contract costs and fees.  No audits are currently in process.  
Although the Company thus far has not been required to make any 
material audit adjustments, the possibility that such adjustments 
will be required always exists.  Management is of the opinion that 
any such audit adjustments would not have a material effect on the 
financial position or results of operations of the Company.


Employees

As of December 19, 1996, the Company employed 92 full time 
employees, 79 of whom are considered professionals in engineering 
related disciplines.  Of the engineering professionals, 97% have 
undergraduate degrees in a scientific discipline, and 34% of those 
have advanced degrees in a scientific discipline.  Approximately 
84% of the engineering staff have at least seven years experience, 
and 13% have three to eight years experience.  Approximately 18% of 
the engineering staff specialize in digital hardware development, 
although many of these individuals have analytic and software 
development expertise as well.  The remaining 82% of the 
engineering staff are analysts and software developers.

Employees are not represented by any union or collective 
bargaining group, and employee relations are considered good.  
Since inception, ISI has experienced minimal turnover in 
engineering staff.


Marketing

The Company relies upon senior corporate management, project 
managers and senior technical staff to carry out its marketing 
program.  These individuals collect information concerning 
requirements of current and potential customers in the course of 
contract performance, formal and informal briefings, from published 
literature, and through participation in professional and industry 
organizations.  Senior management evaluates this information, 
identifies potential business opportunities and coordinates 
proposal efforts.  As sources of business within existing markets 
are exhausted, new markets are explored.  The Company seeks 
business believed to be of long term benefit based on 
considerations such as technical sophistication required, favorable 
market positioning and potential product spin-offs.  


Backlog

The Company's estimated backlog as of September 30, 1996 and 
September 30, 1995 is as follows:


<TABLE>
                       September 30, 1996  September 30,1995
<S>                           <C>                <C>

Outstanding Commitments       $18,162,147        $9,596,273
General Commitments            $9,489,563       $14,784,770
Total                         $27,651,710       $24,381,043
</TABLE>

Under outstanding commitments, the Company agrees to provide 
specific services, frequently over an extended period of time, with 
continued performance of those services contingent upon the 
customer's year-to-year decision to fund the contract.  General 
commitments consist of contract options and sole source business 
that management believes likely to be exercised or awarded in 
connection with existing contracts.  Contract options are the 
Company's contractual agreement to perform specifically defined 
services only in the event the customer thereafter requests the 
Company to do so.  Sole source business refers to contract work 
which the Company reasonable expects to be awarded based on its 
unique expertise in a specific area or because it has previously 
done all such work in that area for the customer or prime 
contractor who will award the contract.  The Company estimates that 
54% of backlog as of September 30, 1996 will be completed during 
fiscal year 1997.  Estimated backlog includes contract options 
through September 30, 2002, including general commitments.


Competition

The Company principally obtains contracts and subcontracts 
through competitive procurements offered by the US Government or 
commercial enterprises.  ISI competes with numerous companies 
having similar capabilities, some of which are larger and have 
considerably greater financial resources.  In addition, many 
smaller companies have specialized capabilities in similar areas.

Because of its size, ISI often joins with a larger company in 
pursuing major procurements.  It is not unusual for ISI to compete 
with a company for a contract while simultaneously joining with the 
same company in pursuit of another contract.  The Company has 
entered into such joint bidding relations with Martin Marietta, 
Space Systems/Loral Corporation; Computer Sciences Corporation, and 
AlliedSignal Aerospace/Bendix Field Engineering Corporation.

It is not possible to predict how ISI's competitive position 
may be affected by changing economic or competitive conditions, 
customer requirements or technological developments.  The principal 
competitive factors for the Company's business are reputation and 
relationship with customers and competitors, quality of services 
and products, pricing, responsiveness, and a demonstrable record of 
delivering work on time and within budget.


Software Products

In the second quarter of 1991, ISI undertook several internal 
software development efforts, which have resulted in products which 
the Company is offering commercially.  The DOMSAT Receive Station 
(DRS) product is a hardware/software system that allows users to 
gather environmental telemetry data via a commercial communications 
satellite.  In fiscal year 1996, Integral Systems recognized 
approximately $229,000 in revenue on the DRS product.

The EPOCH 2000 product is a hardware/software system that 
allows users to command and control satellites.  The product was 
formally announced in the second quarter of 1992.  EPOCH related 
revenue (license fees and associated services) amounted to $4.2 
million in fiscal year 1996.

The Company has also developed other software intensive 
products.  OASYS, a spacecraft orbit determination product, can be 
sold as a stand-alone package or as a subsystem under the EPOCH 
2000 product.  OASYS related revenue for fiscal year 1996 was 
$384,000.


Research and Development

The Company is continually engaged in research and development 
activities both to improve its existing EPOCH and OASYS  software 
products as well as probe additional product areas for the future 
growth and development of the Company.  Currently, the Company is 
focusing its research and development efforts primarily on 
developing a new version of its EPOCH 2000 command and control 
software for satellites and on improving the user interface systems 
for its COTS software products.  In fiscal 1996, total capitalized 
software development costs were $431,773.


Environment

No material effects on the Company's expenditures, earnings, 
or competitive position are anticipated as a result of compliance 
with federal, state, and local provisions which have been enacted 
or adopted regulating the discharge of material into the 
environment, or otherwise related to the protection of the 
environment.


Financing

On July 28, 1988, ISI sold 110,000 of its common shares (par 
value $.01) in its initial public offering for $5.00 per share.

ISI also has a line of credit agreement with NationsBank for 
$1,200,000.  Borrowings under the line of credit bear interest at 
the bank's prime rate plus one-quarter (1/4) percentage point per 
annum.  Any accrued interest is payable monthly.   At September 30, 
1996 the Company had no amounts outstanding under the line of 
credit.


Financial Information in Industry Segments

During the year ended September 30, 1996, the Company's 
operations included two reportable segments:  Satellite ground 
systems and electronic test instrumentation and equipment 
marketing.

The Company provides satellite ground systems - computer 
systems for satellite command and control, data processing, 
simulation, and flight software validation.  Customers for these 
systems include US Government organizations such as National 
Aeronautics and Space Administration (NASA), the National Oceanic 
and Atmospheric Administration (NOAA), and the US Air Force, as 
well as commercial satellite operators, both domestic and foreign.

Through its wholly-owned subsidiary, Integral Marketing, Inc. 
(IMI), the Company acts as a manufacturer's representative, selling 
electronic test instrumentation and equipment to customers 
primarily in Maryland, Virginia and the District of Columbia.  (The 
Company's other wholly-owned subsidiary, InterSys, Inc. provides 
consulting services for satellite design and procurement, but is 
presently inactive.)

See Footnote Number 12 of the notes to the Financial 
Statements for financial information regarding these segments.


Item 2.	 Properties

As of March, 1994, ISI renegotiated its lease which obligated 
the Company for an additional five years, for an aggregate of 
25,600 square feet of office space at its principal location at 
5000 Philadelphia Way, Suite A, Lanham, Maryland 20706-4417.  The 
annual lease cost, including operating expenses, for the facility, 
is approximately $242,374.


Item 3.	Legal Proceeding

In August 1996 the Company sued International Systems 
Integrators, Inc. ("Integrators"), a New Mexico company which had 
failed to pay a $232,708 invoice from the Company in respect of 
certain software and hardware products sold by the Company to 
Integrators and subsequently resold by Integrators to the United 
States Air Force.  Integrators acted as the prime contractor for 
the Air Force and the Company acted as a subcontractor to 
Integrators.

The Company believes that it fully complied with the terms of 
its subcontract with Integrators.  However, Integrators failed to 
pay the Company's invoice for the products  supplied to Integrators 
by the Company under the subcontract.  Integrators was paid by the 
Air Force for the products supplied by the Company. 

The Company sued Integrators, and its principal owner, 
Bernadette L. Mares  (together with Integrators, the "Defendants"), 
for breach of contract, and is seeking to recover the $232,708, the 
amount owed under the Company's subcontract with Integrators.  

In September 1996, the Defendants filed a counterclaim against 
the Company alleging defamation, interference with contractual 
relations and extortion, seeking damages from the Company in an 
unspecified amount.  The Company believes that the Defendants' 
counterclaim is entirely without merit and intends to contest it 
vigorously.  The Company does not believe that the Defendants' 
counterclaim will have a material adverse effect on its financial 
condition or operations.

In October 1996, the Company filed an answer to the 
Defendants' counterclaims.  In December 1996 the Company filed a 
motion for summary judgment with respect to its claims.  In March 
1997, the Company's motion for summary judgment was denied by the 
court.  Discovery is continuing in the case and a trial date has 
not yet been set.

Although the Company has fully reserved the receivable it 
believes is due under its contract with Integrators, it continues 
to pursue vigorously all legal remedies available to it with 
respect to this matter.


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

On March 28, 1996, Integral Systems held their annual 
shareholders meeting.  A Board of Directors was elected, and is 
made up of the following individuals:  Steven R. Chamberlain, 
Robert P. Sadler, Bonnie K. Wachtel, Louis Brown, Thomas L. Gough, 
Dominic A. Laiti, and R. Doss McComas.  In September, 1996, Mr. 
Louis Brown announced his resignation as a member of the board.  


                         PART II


Item 5.	Market for Registrant's Common Equity and Related 
Stockholder's Matters

Effective May, 1990, Integral Systems' over-the-counter stock 
began trading on NASDAQ.  The Company's NASDAQ trading symbol is 
ISYS.  The range of high and low transaction prices as reported by 
NASDAQ and the market makers for each quarterly period during the 
fiscal years ended September 30, 1996 and 1995, are shown below:
<TABLE>
      <S>                   <C>         <C>

      1996 Fiscal Year      High        Low

      First Quarter         28 1/4      22
      Second Quarter        27          19
      Third Quarter         29 1/2      21 1/2
      Fourth Quarter        28 1/2      20 1/2



      1995 Fiscal Year      High        Low

      First Quarter         17 3/4      16 3/4
      Second Quarter        23 1/2      17 1/2
      Third Quarter         28          25 3/4
      Fourth Quarter        31          26 1/2
</TABLE>

As of September 30, 1996, there were approximately 436 holders 
of record of the Company's Common Stock.

No cash dividends have been paid during the Company's 
existence, and none are expected to be declared during the 
forthcoming 1997 fiscal year.

Item 6. Management's Discussion And Analysis Of Financial 
Condition And Results Of Operations



              COMPARISON OF FISCAL YEAR 1996 
                     TO FISCAL YEAR 1995

The components of the Company's income statement as a 
percentage of revenue are depicted in the following table for 
fiscal years 1996 and 1995.  Certain classifications and 
presentations from fiscal year 1995 have been changed to be 
consistent with fiscal year 1996 formats.
<TABLE>
<S>                             <C>       <C>    <C>           <C>
                                        % of                  % of
                          1996          Revenue   1995        Revenue
                         (000's omitted)       (000's omitted)

Revenue                        $11,217    100.0 $10,771        100.0

Expenses

Cost of Revenue                  8,217     73.2   8,290         77.0
Selling, General & Admin.        1,758     15.7   1,434         13.3
Bad Debt Expense                   233      2.1       -            -
Prod. Amortization                 509      4.5     509          4.7
Other                               -2        -     -38          -.3
Income Taxes                       179      1.6     195          1.8

Total Expenses                  10,894     97.1  10,390         96.5

Net income                        $323      2.9    $381          3.5
</TABLE>


Revenue

The Company's principal components of revenue for fiscal years 
1996 and 1995 are as follows:

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

                                           % of                 % of
                              1996        Revenue  1995         Revenue
                           (000's omitted)       (000's omitted)

Government Revenue          $5,686         50.7    $6,239       57.9

Commercial Revenue
EPOCH                        4,240         37.8     3,512       32.6
OASYS/DRS/Other                629          5.6       753        7.0
IMI                            662          5.9       267        2.5
Total                        5,531         49.3     4,532       42.1

Total Consolidated Revenue $11,217        100.0   $10,771      100.0
</TABLE>

Consolidated revenue increased by approximately $450,000 
between the fiscal year ended September 30, 1996 and the fiscal 
year ended September 30, 1995, principally because of new contract 
awards related to the sale of the Company's EPOCH product along 
with associated integration services.  Revenue increases from EPOCH 
related business more than offset a $550,000 decline in the 
Company's Government business.  The Government decline is believed 
to be temporary as new contracts in this segment received at the 
end of fiscal year 1996 should provide for higher revenue levels 
(compared to both 1996 and 1995) during fiscal year 1997.  Although 
less than 6% of consolidated Company revenues, Integral Marketing, 
Inc. (IMI) achieved approximately 150% of revenue growth in 1996 
over 1995.

During fiscal year 1996, the Company derived approximately 49% 
of its revenues from the sale of its commercial products and 
related services as opposed to 42% of such revenue during the prior 
fiscal year.  The increase correlates to the Company's conscious 
effort to reduce its reliance on the Federal Government, and to 
utilize its recently developed software products to gain access to 
organizations in order to sell both its products and associated 
integration and support services.


    
   Although the Company believes that its full cadre of software 
products is important for its future growth and prosperity, to date 
the Company's largest product investment relates to the development 
of its EPOCH software, a COTS (commercial off-the-shelf) product 
for satellite command and control.  The Company believes that it is 
unique in its status as the only entity with COTS software capable 
of "flying" satellites built by any satellite manufacturer in the 
world.  In fact, during April, 1996 the Company was awarded  a 
contract (a copy of which has been filed herewith as an exhibit)
by AT&T Corporation that, while accounting for a modest amount
of revenues, is strategically important for the company because it
calls for use of the Company's COTS (and related integration services)
to command and control a fleet of satellites composed of spacecraft
from multiple manufacturers.  The Company expects that approximately
75% of the revenue to be derived from this contract will be realized
in fiscal year 1997.
    
   

During fiscal year 1996, the Company recorded approximately 
$4.2 million of revenue for its EPOCH product and associated 
services compared to $3.5 million of revenue during fiscal year 
1995.  The 1996 EPOCH revenue total included approximately $465,000 
of license revenue compared to approximately $345,000 of this 
revenue type recorded in 1995. The Company's material agreements 
with AT&T Corporation and its subcontract with Allied Signal
Technical Servics Corporation with respect to a project for 
the Republic of China National Space Program Office, which are
filed herewith as Exhibits, contain licensing provisions.
 
Because license revenues have nominal marginal costs 
associated with them, this form of revenue is highly important to 
the Company's overall profitability.  Looking forward to fiscal 
year 1997, the Company is encouraged that its current contract 
backlog includes in excess of $500,000 of unearned license revenues 
for its EPOCH product. 

The principal balance of the Company's commercial revenues 
pertain to other proprietary products as follows: OASYS (Orbital 
Analysis System); DRS (DOMSAT Receive Station); and a collection of 
software pertaining to database and information system 
applications.  During 1996, the Company recorded approximately 
$630,000 of revenue related to the sale of products and services 
under these programs compared to approximately $750,000 of revenue 
recorded last fiscal year.  The decrease principally relates to the 
Company's decision to cease operations of its information and 
database software operation as a discreet profit center.  All 
software development costs associated with this line of business 
have been fully amortized as of September 30, 1996.


Expenses

Cost of revenue as a percentage of revenue for fiscal year 
1996 was 73.2% compared to 77.0% for fiscal year 1995.  The 
improvement in these ratios is principally attributable to gross 
margin gains in the Company's EPOCH operation as well as increased 
margins at IMI.

SG&A increased in both absolute terms (by approximately 
$325,000) and as a percentage of revenue (15.7% vs. 13.3%) in 1996 
over 1995.  The increases reflect the Company's continued program 
to enhance and augment its selling efforts, including a very 
concerted effort (and expense) to sell its commercial products 
internationally.

During 1996 the Company recorded a non-recurring $233,000 bad 
debt expense attributable to a customer's inability to pay.  
Despite this reserve, the Company is vigorously pursuing collection 
of this receivable.  (See Item 3 - Legal Proceedings). 


General

Overall, net income as a percentage of revenue was 2.9% in 
fiscal year 1996 compared to 3.5% in fiscal year 1995, while pretax 
income was approximately $75,000 lower in 1996 compared to 1995. 
Were it not for the bad debt expense described above, pretax income 
would have been 28% greater in 1996 over 1995.  Further the 
Company's fourth quarter of fiscal year 1996 included its highest 
ever quarterly revenue total ($3.9 million) and its second highest 
ever pretax profit level ($448,000).  Because of its fourth quarter 
performance, its current and significant backlog, and contracts to 
be imminently received,  the Company believes that results for 
fiscal year 1997 will exceed those recorded in fiscal year 1996 for 
both revenue and profitability.



Liquidity and Capital Resources

The Company has been profitable on an annual basis since 
inception and has been able to generate adequate cash flow from 
operations to fund its operating and capital expenses.  To 
supplement operating cash flows, the Company has access to a line 
of credit facility in the amount of $1.2 million which is currently 
unused. (See Note 5 of the Notes to Financial Statements).  During 
fiscal year 1996, the Company used approximately $146,000 for 
operating activities and used an additional $739,000 for investing 
activities, including approximately $432,000 for newly capitalized 
software development costs.


    
   As a result of its current cash reserves, its unused line of 
credit, its current profitability and management's internal budgeting
and planning, the Company believes it will have adequate 
cash resources to meet its obligations for the foreseeable future. 
Although operating and investing activities consumed significant 
sums of cash during 1996, the Company does not believe it will have 
to rely on external sources of cash (i.e. its line of credit) to 
fund its growth and future software development in fiscal year 
1997.
    
   

In terms of capital purchases, historically the Company has 
funded such items through operating cash flow or capital lease.  
The Company currently has no plans for major capital purchases in 
the ensuing twelve month period, although the Company plans to 
continue to invest in the continued development and improvement of 
its principal software products, EPOCH and OASYS.

Item 7.	Financial Statements and Supplementary Data

The information required by this item is set forth under item 
13(a), which information is incorporated herein by reference.


Item 8.	Disagreements on Accounting and Financial Disclosure

Not Applicable.
<PAGE>

PART III

Item 9.	Directors and Executive Officers, Promoters and Control 
Persons, Compliance With Section 16(a) of the Exchange Act.

Name                             Position with the Company

Steven R. Chamberlain            Chairman of the Board
                                 and Chief Executive Officer
Thomas L. Gough                  President, Chief Operating Officer 
                                 and Director
Robert P. Sadler                 Vice President, Quality Control, 
                                 Secretary; Treasurer; and Director
Steven K. Kowal                  Vice President, Engineering 
                                 Manufacturing
Steven A. Carchedi               Vice President of Commercial 
                                 Systems
Donald F. Mack, Jr.              Vice President of Engineering
Kimberly A. Chamberlain          Vice President, Chief Financial 
                                 Officer
William I. Tittley               Vice President, Asia Pacific 
                                 Operations
Bonnie K. Wachtel                Outside Director
Dominic A. Laiti                 Outside Director
R. Doss McComas                  Outside Director


Directors serve until the next annual meeting of stockholders 
or until successors have been elected and qualified.  Officers 
serve at the discretion of the Board of Directors.

Steven R. Chamberlain, 41, a Company founder, has been 
Chairman of the Board since June, 1992, President since May 1988 
and a Director since 1982.  He served as Vice President from 1982 
until he became President.  From 1978 to 1982, Mr. Chamberlain was 
employed by OAO Corporation where he progressed from Systems 
Analyst to Manager of the Offutt Air Force Base field support 
office.   Mr. Chamberlain holds a B.S. degree in Physics from 
Memphis State University and has done graduate work in Physics and 
Mathematics at Memphis State and the University of Maryland.  Mr. 
Chamberlain is married to Kimberly A. Chamberlain, who was, at 
September 30, 1996, the Vice President and Chief Financial Officer 
of the Company.  On February  28, 1997, Ms. Chamberlain resigned as 
Vice President and Chief Financial Officer of the Company.

Thomas L. Gough, 48, became a member of ISI's staff in 
January, 1984.  In March of 1996 he was elected to the Board of 
Directors of Integral Systems having served as President and Chief 
Operating Officer since June, 1992. For three years before being 
named President he served as Vice President and Chief Financial 
Officer.  Prior to joining ISI he was employed by Business and 
Technological Systems, Inc., serving initially as a Project Leader 
and later as the Software Systems Division Manager.  From 1972 to 
1977 he was employed by Computer Sciences Corporation where he 
progressed from programmer/analyst to section manager.  Mr. Gough 
earned a BS degree from the University of Maryland where he majored 
in Information Systems Management in the School of Business and 
Public Administration.

Robert P. Sadler, 46, a Company founder, has been a Director, 
Secretary, and Treasurer since 1982.  In May 1988, he was appointed 
Vice President of Administration, in June, 1992, he was appointed 
Vice President, Quality Control.  From 1976 to 1982, Mr. Sadler was 
employed at OAO Corporation where he progressed from Computer 
Analyst to Project Manager.  Mr. Sadler obtained a B.S. in 
Mathematics and a B.S. in Computer Sciences from Pennsylvania State 
University and a M.S. in Management of Information Systems 
Technology from George Washington University.


Steve K. Kowal, 43, a Company founder, has been with ISI since 
1982.  In May 1988 he was appointed Vice President of Engineering 
Manufacturing.  From 1979 to 1982, Mr. Kowal was employed by OAO 
Corporation where he was a manager of hardware development on 
several of OAO's major systems.  Mr. Kowal holds a B.S. degree in 
Electrical Engineering from the University of Delaware.

Steven A. Carchedi, 45, joined the Company in 1991 and is Vice 
President of Commercial Systems.  Before joining Integral Systems 
as a full-time employee in 1991, Mr. Carchedi worked with the 
company for two years as an independent business development 
consultant.  Previously, he worked for Computational Engineering, 
Inc., where he held positions as a Mathematician, Program Manager, 
Corporate Director, and Vice President of Business Development.  
Mr. Carchedi holds a B.S. Degree in Mathematics from Wake Forest 
University and a M.A. Degree in Mathematics from the University of 
Maryland.

Donald F. Mack, Jr., 43, joined the company in 1986.  In July 
of 1989, he was appointed Vice President of Engineering.  From 1979 
to 1986, Mr. Mack was employed by General Electric Corporation's 
Space Systems Division where he progressed from design engineer to 
a Senior Project Supervisor for systems development.  Mr. Mack 
holds a B.S. degree in Electrical Engineering from Northeastern 
University and a M.S. degree in Electrical Engineering from Johns 
Hopkins University.

Kimberly A. Chamberlain, 40, was appointed Vice President and 
Chief Financial Officer in April, 1995 and has been with the 
company since 1983.  Ms. Chamberlain graduated from the University 
of Maryland, with a B.S. degree in Business Management in 1985.  
Before coming to Integral Systems, Ms. Chamberlain worked at OAO 
Corporation.  Ms. Chamberlain is married to Steven R. Chamberlain, 
the Chairman of the Board and Chief Executive Officer of the 
Company.  On February 28, 1997, Ms. Chamberlain resigned as Vice 
President and Chief Financial Officer of the Company.

William I. Tittley, 53, joined the company in 1992, performing 
as Project Manager on the first EPOCH 2000 sale to the Chinese 
Government.  In March, 1995, Mr. Tittley was made Vice President, 
Asia Pacific, to oversee the Company's operations in the Asian 
region.  Formerly, Mr. Tittley was with the OAO Corporation (from 
1977 through 1992), where he performed duties as Director, Space 
System Programs, in charge of the technical and financial direction 
of aerospace systems programs.  Mr. Tittley holds a B.S. in 
Aerospace Vehicle Design from the State University of New York, and 
a M.S. in Engineering from the California Coast University.

Bonnie K. Wachtel, 42, has served as a Director since May 
1988.  Since 1984 she has been Vice President, General Counsel and 
a Director of Wachtel & Co., Inc., an investment banking firm in 
Washington, D.C.  Ms. Wachtel serves as a Director of several 
corporations including VSE Corporation and Information Analysis, 
Inc.  She holds a B.A. and M.B.A. from the University of Chicago 
and a J.D. from the University of Virginia, and is a Certified 
Financial Analyst.

Dominic A. Laiti, 65, was elected director of the Company in 
July, 1995.  Mr. Laiti is presently employed as an independent 
consultant and was President and Director of Globalink, Inc. from 
January 1990 to December 1994.  He has over twenty-five (25) years 
of experience in starting, building, and managing high-technology 
private and public companies with annual revenues from two million 
to over 120 million dollars.  Mr. Laiti was President of Hadron, 
Inc. from 1979 to 1989, Vice President of Xonics Inc. from 1972 to 
1979 and Vice President of KMS Industries from 1968 to 1972.  He is 
a former Director of United Press International, Saturn Chemicals 
Company, Hadron, Inc., Telecommunications Industries, Inc., MAXXAM 
Technology, Inc., and Jupiter Technology, Inc.


R. Doss McComas, 42, joined the Board in July, 1995.  Since 
1982 he has had various positions with COMSAT RSI, a business unit 
of COMSAT supplying products and services to the wireless, 
satellite, air traffic control and other specialized markets 
worldwide.  These positions included General Counsel, Vice 
President of Acquisitions, Strategic Planning and International 
Marketing, as well as Group Vice President, responsible for the 
company's international operations. Currently, he is Chairman and 
Chief Executive Officer of Plexsys International, a COMSAT RSI 
equity investment.  He holds a B.A. degree from Virginia 
Polytechnic Institute, a M.B.A. from Mt. Saint Mary's, and a J.D. 
from Gonzaga University.


Item 10.	Executive Compensation

a. Summary Compensation Table

The following table sets forth compensation received by the 
Company's CEO and four highest paid executive officers who earned 
over $100,000 during the fiscal year ended September 30, 1996:
<TABLE>
<S> <C>            <C>   <C>      <C>                  <C>             <C>

                     SUMMARY COMPENSATION TABLE
                                                Long-Term Compensation
              Annual Compensation               Awards        Payouts
                                       Other                          All other
                                       Annual  Restricted 
Name and                               Compen-  Stock            LTIP   Compen-
Principal                              sation   Award(s) Options/Payouts sation
Position           Year Salary($) Bonus($)($)($)($)       SAR(#)    ($)  ($)(1)

CEO
S. R. Chamberlain  1996  $114,179 $14,000              15,000          $11,486
                   1995  $108,577 $14,000               7,500          $10,502
                   1994  $105,998 $13,975                   0          $11,208 

PRESIDENT
Thomas L. Gough    1996  $101,581 $ 8,000              10,000          $10,061
                   1995  $ 98,048 $11,000                   0          $ 9,318
                   1994  $ 93,645 $10,980                   0          $ 9,677

VP, 
Commercial Systems
Steve Carchedi     1996  $ 97,771 $12,000              10,000          $ 9,572
                   1995  $ 94,926 $12,000               2,000          $ 8,944
                   1994  $ 91,896 $ 9,479                   0          $ 9,479
VP, Engineering 
Manufacturing
Steven K. Kowal    1996  $ 97,771 $ 9,000               4,000          $ 9,572
                   1995  $ 94,926 $ 9,500                   0          $ 8,944
                   1994  $ 91,896 $ 9,479                   0          $ 9,452 

VP, Asia 
Pacific 
Operations
William I. Tittley 1996  $ 98,891 $26,456               1,000          $10,684
                   1995  $ 96,050 $ 7,000               5,000          $ 9,046
                   1994  $ 93,006 $ 6,018                   0          $ 9,779

(1) Employer Pension Contributions
</TABLE>

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

                 OPTION/SAR GRANTS IN LAST FISCAL YEAR

                                   Percent of Total
                        Number of  Options/SARs
                        Options/   Granted to
                        SARS       Employees in   Exercise Base Expiration
Name                    Granted    Fiscal Year    Price($)     Date

CEO
S.R. Chamberlain           15,000     18%        *$22.50        2001

PRESIDENT
Thomas L. Gough            10,000     12%         $23.50        2001

VP, COMMERCIAL SYSTEMS
Steven A.Carchedi          10,000     12%        *$22.50        2001

VP, ENGINEERING
MANUFACTURING
Steven K. Kowal             4,000      5%         $21.50        2001

VP, ASIA PACIFIC
OPERATIONS
William I. Tittley          1,000      1%         $21.50        2001

*Average Price
</TABLE>


b.  Compensation Pursuant to Plans

ISI's Board of Directors awards annual bonuses to officers and 
employees on a discretionary basis.  Currently no formal plan 
exists for determining bonus amounts.

Effective October 1, 1987, the Company established a 401K 
pension and profit sharing plan under Section 401 of the Internal 
Revenue Code.  Under the plan the Company contributes annually an 
amount equal to 5% of an eligible employee's salary, and may make 
additional contributions of up to 7.5% of an eligible employee's 
salary.  The employee may contribute up to an additional 10% as 
salary deferral.  In fiscal years 1996 and 1995, the Company 
contributed a total of 11% of eligible employees salaries to both 
plans.


c.  Stock Option Plan


Effective May 25, 1988, ISI established a stock option plan to 
create additional incentives for the Company's employees, 
consultants and directors to promote the financial success of the 
Company.  ISI's Board of Directors has sole authority to select 
full-time employees, directors, or consultants to receive awards of 
options for the purchase of stock under this plan.  The maximum 
number of shares of ISI Common Stock which may be issued pursuant 
to the stock plan was increased from 50,000 to 200,000 during 
fiscal year 1994.


A total of 85,600 options were issued and 8,787 options were 
exercised during fiscal year 1996; 5,000 options were canceled.  
Total options issued and outstanding as of September, 1996 are 
117,987.  On December 1, 1995, William I. Tittley, the Company's 
Vice President for Asia Pacific Operations, exercised options for 
2,700 shares.  On June 27, 1996, Donald F. Mack, Jr., the Company's 
Vice President of Engineering, exercised options for 1,000 shares.


    
   Aggregated Option/SAR Exercises in Last Fiscal Year and 
FY-End Option/SAR Values
<TABLE>
<S>             <C>                <C>       <C>         <C>
(a)                     (b)        (c)       (d)                 (e)
                                          Number of  
                                   Securities Underlying  Value of Unexercised
                                     Unexercised Options/  In-the-Money Options
                                        SARs at FY-End(#) SARs at FY-End

                 Shares Acquired    Value    Exercisable      Exercisable
Name              on Exercise (#) Realized Unexercisbale    Unexercisable
VP, Asia Pacific
Operations
William I. Tittley       2,700     $46,525     $3,500          $65,875
                                          (unexercisable) (unexercisable)
</TABLE>

    
   

d. Compensation of Directors

Presently outside directors who are not employees of the 
Company receive $5,000 per year for their services.

e.  Termination of Employment and Change of Control 
Termination

The Company has no compensatory plan nor arrangement with 
respect to any individual named in the Cash Compensation Table 
(Item 11(a)) which results or will result from the resignation, 
retirement or any other termination of such individual's employment 
with the Company or its subsidiaries or from a change in control of 
the Company or a change in the individual's responsibilities 
following a change in control.


Item 11.	Security Ownership of Certain Beneficial Owners and 
Management

a. 	Security Ownership of Certain Beneficial Owners (as of 9/30/96)

None


b. 	Security Ownership of Management (as of 9/30/96)

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

Name of Owner	             (1)(2)Shares   Percentage of Total Shares 
                                                Owned


Steven R. Chamberlain                79,040      7.7%
Thomas L. Gough                      37,850      3.7%
Robert P. Sadler                     52,340      5.1%
Kimberly A. Chamberlain              10,460      1.0%
Donald F. Mack, Jr.                  11,350      1.1%
Steven K. Kowal                      43,346      4.2%
Steven A. Carchedi                   26,500      2.6%
William Tittley                       3,800       .4%
Bonnie K. Wachtel                     5,000       .5%
Dominic A. Laiti                      5,000       .5%
R. Doss McComas                       4,500       .4%
</TABLE>

Officers and Directors as a group   279,186     27.0%

(1) Includes Options
(2) There are no shares issuable to the individuals named in this 
table within 60 days.


Item 12.	Certain Relationships and Related Transactions

Bonnie K. Wachtel is Vice President, General Counsel and 
Director of Wachtel & Co., Inc., one of the Underwriters of ISI's 
initial public offering.  


Item 13.	 Exhibits, Financial Statement Schedules, and Reports 
on Form 8K

(a) (1) Financial Statements

Independent Auditors' Report - page 1
Balance Sheets as of September 30, 1996 - page 2
Statements of Operations for the Years Ended September 30, 1996, 
and 1995 - page 3
Statement of Stockholders' Equity for Years Ended September 30, 
1996 and 1995 - page 4
Statements of Cash Flows for the Years Ended September 30, 1996 and 
1995 - page 5
Notes to Financial Statements - pages 6 - 15

(2) Material Contracts

Contract, dated 9/27/90 between Integral Systems, Inc. and the U.S. 
National Oceanic and Atmospheric Administration, page 36.  
(Portions of this exhibit have been omitted pursuant to a request 
for confidential treatment filed with the Securities and Exchange 
Commission.)

Contract, dated 12/22/94, between Integral Systems, Inc. and the 
Republic of China National Space Program Office, page 104.  
(Portions of this exhibit have been omitted pursuant to a request 
for confidential treatment filed with the Securities and Exchange 
Commission.)

Contract, dated 5/17/96, between Integral Systems, Inc. and the U.S. 
National Oceanic and Atmospheric Administration, page 164.  
(Portions of this exhibit have been omitted pursuant to a request 
for confidential treatment filed with the Securities and Exchange 
Commission.)

Contract, dated 4/8/96, between Integral Systems, Inc. and AT&T 
Corporation, page 421.  (Portions of this exhibit have been 
omitted pursuant to a request for confidential treatment filed with 
the Securities and Exchange Commission.)


All other schedules are omitted since the required information is 
not present or is not present in amounts sufficient to require 
submission of the schedule, or because the information required is 
included in the financial statements and notes thereto.



(b) Reports on Form 8-K

There were no Form 8-Ks filed during fiscal year 1996.



              INTEGRAL SYSTEMS, INC.
                 AND SUBSIDIARIES
	               

            CONSOLIDATED FINANCIAL STATEMENTS
     For the Years Ended September 30, 1996 and 1995
                             AND

              INDEPENDENT AUDITORS' REPORT

                    TABLE OF CONTENTS


DESCRIPTION	PAGES

Independent Auditors' Report                            1

Consolidated Balance Sheet as of September 30, 1996     2

Consolidated Statements of Operations for the Years 
  Ended September 30, 1996 and 1995                     3
Consolidated Statements of Stockholders' Equity for 
  the Years Ended September 30, 1996 and 1995           4
Consolidated Statements of Cash Flows for the Years
  Ended September 30, 1996 and 1995                     5

Notes to Consolidated Financial Statements            6-15

RUBINO & McGEEHIN CHARTERED
CERTIFIED PUBLIC ACCOUNTANTS
6905 ROCKLEDGE DRIVE, SUITE 700
BETHESDA, MARYLAND  20817-1818
301-564-3636
FAX 301-564-2994
<PAGE>
                    INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders
Integral Systems, Inc.

We have audited the accompanying consolidated balance sheet of 
Integral Systems, Inc. and its subsidiaries as of September 30, 1996, 
and the related consolidated statements of operations, stockholders' 
equity, and cash flows for the years ended September 30, 1996 and 
1995.  These financial statements are the responsibility of the 
Company's management.  Our responsibility is to express an opinion on 
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted 
auditing standards.  Those standards require that we plan and perform 
the audit to obtain reasonable assurance about whether the financial 
statements are free of material misstatement.  An audit includes 
examining, on a test basis, evidence supporting the amounts and 
disclosures in the financial statements.  An audit also includes 
assessing the accounting principles used and significant estimates 
made by management, as well as evaluating the overall financial 
statement presentation.  We believe that our audits provide a 
reasonable basis for our opinion.

In our opinion, the financial statements referred to above 
present fairly, in all material respects, the consolidated financial 
position of Integral Systems, Inc. and its subsidiaries as of 
September 30, 1996, and the consolidated results of their operations 
and their consolidated cash flows for the years ended September 30, 
1996 and 1995, in conformity with generally accepted accounting 
principles.

RUBINO & McGEEHIN
November 20, 1996
Bethesda, Maryland
<PAGE>

              INTEGRAL SYSTEMS, INC. AND SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEETS
                        SEPTEMBER 30, 1996

                               ASSETS

Current assets
Cash and cash equivalents                              $1,369,915
Accounts receivable                                     4,849,886
Employee receivables                                       24,200
Prepaid expenses                                           59,956
Deferred income taxes                                      73,913

Total current assets                                    6,377,870

Property and equipment, at cost, net of accumulated 
 depreciation and amortization of $446,769                399,108

Other assets 
Deposits                                                    7,182
Software development costs, net of accumulated
 amortization of $1,463,779                             1,295,514

Total assets                                           $8,079,674

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable - trade                                 $786,701
Accrued expenses                                        1,157,356
Billings in excess of revenue for contracts
in progress                                               128,925
Income tax payable                                         48,060

Total current liabilities                               2,121,042

Commitments and contingencies
Common stock, $.01 par value, 2,000,000 shares
  authorized, 952,533 shares issued
  and outstanding                                           9,525
Additional paid-in capital                                825,311
Retained earnings                                       5,123,796

Total stockholders' equity                              5,958,632

Total liabilities and stockholders' equity             $8,079,674

The accompanying notes are an integral part of the these
consolidated financial statements.
<PAGE>

              INTEGRAL SYSTEMS, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF OPERATIONS
         For the Years Ended September 30, 1996 and 1995

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

Revenue                                            $11,217,148   $10,770,661

Cost of revenue
Direct labor                                         3,617,255     3,526,899
Direct equipment and subcontracts                    1,567,215     2,218,243
Travel and other direct costs                          302,373       159,992
Overhead costs                                       2,729,793     2,385,043

Total cost of revenue                                8,216,636     8,290,177

Gross margin                                         3,000,512     2,480,484

Selling, general and administrative                  1,758,248     1,434,296
Product amortization                                   509,477       508,556
Bad debt expense                                       232,708             -

Income from operations                                 500,079       537,632

Other income (expense)
Interest income                                         65,396        76,222
Interest expense                                        (2,320)       (2,529)
Miscellaneous, net                                     (60,787)      (35,139)

Income before income taxes                             502,368       576,186

Provision for income taxes                             179,351       195,483

Net income                                            $323,017      $380,703

Weighted average number of common shares               948,021       942,155

Earnings per share:
Net income                                                $ .34        $ .40
</TABLE>
The accompanying notes are an integral part of these consolidated financial 
statements.
<PAGE>
                  INTEGRAL SYSTEMS, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
               For the Years Ended September 30, 1996 and 1995
<TABLE>
<S>                        <C>      <C>       <C>      <C>         <C>
                                     Common
                                     Stock at   Additional
                          Number of  Par        Paid-in    Retained
                            Shares   Value      Capital    Earnings      Total

Balance, September 30, 1994 938,020  $ 9,380  $ 635,541  $4,420,076  $5,064,997

Stock options exercised       5,726       57     60,896           -      60,953

Net income                        -        -          -     380,703     380,703

Balance, September 30, 1995 943,746    9,437     696,437  4,800,779   5,506,653

Stock options exercised       8,787       88     128,874          -     128,962

Net income                        -        -           -    323,017     323,017

Balance, September 30, 1996 952,533  $ 9,525   $ 825,311  $5,123,796 $5,958,632
</TABLE>

The accompanying notes are an integral part of these consolidated financial 
statements. 
<PAGE>
                INTEGRAL SYSTEMS, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
           For the Years Ended September 30, 1996 and 1995
<TABLE>
<S>                                                        <C>          <C>
                                                             1996        1995
Cash flows from operating activities:
Net income                                                $323,017    $380,703
Adjustments to reconcile net income to
  net cash provided by operating activities:
Depreciation and amortization                              705,793     677,207
Change in deferred taxes                                   (13,194)     20,805
(Increase) decrease in:
  Accounts receivable                                   (1,366,109) (1,090,207)
  Interest receivable                                            -      10,333
  Prepaid expenses and deposits                              4,549     (46,815)
  Employee receivable                                      (24,200)          -
  Income tax receivable                                          -       6,361
(Decrease) increase in:
  Accounts payable - trade                                 434,706     145,031
  Accrued expenses                                         282,108    (157,414)
  Billings in excess of revenue  
    for contracts in progress                             (432,277)    337,288
  Income tax payable                                       (60,421)    108,481

Total adjustments                                         (469,045)     11,070

Net cash (used) provided by operating activities          (146,028)    391,773
			
Cash flows from investing activities:
Acquisition of property and equipment                     (306,799)   (217,642)
Software development costs                                (431,773)   (315,470)
Sale of marketable securities                                    -     403,100
Net cash used in investing activities                     (738,572)   (130,012)

Cash flows from financing activities:
Proceeds from issuance of common stock                     128,962      60,953

Net (decrease) increase in cash                           (755,638)    322,714
Cash and cash equivalents, beginning of year             2,125,553   1,802,839

Cash and cash equivalents, end of year                  $1,369,915  $2,125,553
The accompanying notes are an integral part of these consolidated financial 
statements.
</TABLE>
<PAGE>

1.	Summary of Significant Accounting Policies

	Principles of Consolidation
	The accompanying consolidated financial statements include 
the accounts of Integral Systems, Inc. (the Company) and its 
wholly owned subsidiaries, Integral Marketing, Inc. (IMI) and 
InterSys, Inc. (InterSys).  All significant intercompany 
transactions have been eliminated in consolidation.
	Use of Estimates 
	The preparation of financial statements in conformity with 
generally accepted accounting principles requires management 
to make estimates and assumptions that affect certain 
reported amounts and disclosures.  Accordingly, actual 
results could differ from those estimates.
	Revenue Recognition
	Revenue under cost-plus-fixed-fee contracts is recorded on 
the basis of direct costs plus indirect costs incurred and an 
allocable portion of the fixed fee.  Revenue from fixed-price 
contracts is recognized on the percentage-of-completion 
method, measured by the cost-to-cost method for each 
contract.  Revenue from time and materials contracts is 
recognized based on fixed hourly rates for direct labor 
expended.  The fixed rate includes direct labor, indirect 
expenses and profits.  Material or other specified direct 
costs are recorded at actual cost.
	Contract costs include all direct material and labor costs 
and those indirect costs related to contract performance.  
General and administrative costs are charged to expense as 
incurred.  Provisions for estimated losses on contracts in 
progress are made in the period in which such losses are 
determined.  Changes in job performance, job conditions, and 
estimated profitability, including final contract 
settlements, may result in revisions to costs and income and 
are recognized in the period in which the revisions are 
determined.  The Company's contracts vary in length from one 
to four years.
	The fees under certain government contracts may be increased 
or decreased in accordance with cost or performance incentive 
provisions which measure actual performance against 
established targets or other criteria.  Such incentive fee 
awards or penalties are included in revenue at the time the 
amounts can be reasonably determined.

1.	Summary of Significant Accounting Policies (continued)

	Unbilled accounts receivable represents revenue recognized in 
excess of amounts billed.  The liability, billings in excess 
of revenue for contracts in progress, represents billings in 
excess of revenue recognized.  

	Revenue from commissions for the sale of equipment is 
recognized when customer orders are submitted.  A reserve is 
made for possible reductions in or cancellations of customer 
orders.

	Depreciation and Amortization

	Property and equipment are stated at cost.  The Company 
follows the policy of providing depreciation and amortization 
by charges, on the straight-line method, to operating 
expenses at rates based on estimated useful lives as follows:

	Classification    Estimated Useful Lives

Electronic equipment          3 Years
Furniture and fixtures        5 Years
Leasehold improvements        Life of lease
Software                      3 Years

	Maintenance and repair costs are charged to expense as 
incurred.  Replacements and betterments are capitalized.  At 
the time properties are retired or otherwise disposed of, the 
property and related accumulated depreciation or amortization 
accounts are relieved of the applicable amounts and any gain 
or loss is credited or charged to income.

	Software Development Costs
	The Company has capitalized costs related to the development 
of certain software products.  In accordance with Statement 
of Financial Accounting Standards No. 86, capitalization of 
costs begins when technological feasibility has been 
established and ends when the product is available for 
general release to customers.  Amortization is computed on an 
individual product basis and has been recognized for those 
products available for market based on the products' 
estimated economic lives which average five years.  Due to 
inherent technological changes in software development, 
however, the period over which such capitalized costs is 
being amortized may have to be modified.


1.	Summary of Significant Accounting Policies (continued)

	Earnings Per Share
	Earnings per share computations are based on the weighted 
average number of common shares outstanding during each year 
and have been adjusted where appropriate for stock splits.  
The exercise of outstanding stock options would not result in 
a material dilution of earnings per share.

	Cash Concentrations and Cash Equivalents
	The Company considers all highly-liquid debt instruments 
purchased with a maturity of three months or less to be cash 
equivalents.  Cash accounts are maintained primarily with one 
federally insured financial institution.  Balances usually 
exceed insured limits, but management does not consider this 
to be a significant concentration of credit risk.  Included 
in the cash balance is $89,057 held in a foreign bank 
account.

	Reclassification
	Certain accounts in the prior year financial statements have 
been reclassified for comparative purposes to conform with 
the presentation in the current year financial statements.


2.	Accounts Receivable and Revenue

	Accounts receivable at September 30, 1996 consists of the 
following:
  Billed
Government - prime contracts       $  669,556
Government - subcontractors           440,871
Commercial customers                1,655,615
  Subtotal                          2,766,042

  Unbilled
Government - prime contracts          827,637
Government - subcontractors            91,269
Commercial customers                1,164,938
  Subtotal                          2,083,844

  Total                            $4,849,886


2.	Accounts Receivable and Revenue (continued)

	Unbilled accounts receivable include amounts arising from 
the use of the percentage-of-completion or other methods of 
recognizing revenue that differ from contractual billing 
terms.  Substantially all unbilled receivables are expected 
to be collected in one year.

	During the years ended September 30, 1996 and 1995, 
approximately 51% and 58%, respectively, of the Company's 
revenue was from prime contracts and subcontracts with 
departments and agencies of the U.S. Government.  The 
remaining revenue consists of commercial contracts and sales 
of commercial products.  For each of the years ended 
September 30, 1996 and 1995, commercial revenue included one 
customer which provided revenue in excess of 10% of total 
revenue.


3.	Property and Equipment

	Property and equipment as of September 30, 1996, are as 
follows:
Electronic equipment                        $728,956
Furniture and fixtures                        54,898
Leasehold improvements                        11,365
Software                                      50,658

   Total property and equipment              845,877

Less: accumulated depreciation
             and amortization               (446,769)

                                            $399,108


4.	Software Development

	Software development costs at September 30, 1996, consist of 
the following: 

Costs incurred                      $2,759,293
  Less:  accumulated amortization   (1,463,779)
                                    $1,295,514

	The total amortization expense for the year ended September 
30, 1996 is $509,477. 

5.	Line of Credit

	The Company has a line of credit agreement with a bank at 
September 30, 1996 for $1,200,000.  Borrowings under the 
line of credit bear interest at the bank's prime lending 
rate plus one-quarter of one percentage point per annum.  
Any accrued interest is payable monthly.  The line of credit 
is secured by the Company's billed accounts receivable.  The 
line also has certain financial covenants, including minimum 
net worth and liquidity ratios.  The line expires February 
28, 1998.  At September 30, 1996, the Company had no 
outstanding balance under the line of credit.
6.	Accrued expenses

	Accrued expenses at September 30, 1996, consist of the 
following:

Accrued payroll                $544,974
Accrued vacation                253,950
Payroll taxes                   171,054
Retirement plan payable         158,897
Other                            28,481

                            $ 1,157,356

7.	Commitments and Contingencies

	Leases
	The Company is leasing office space for a five-year period 
that commenced March 15, 1994.  Future minimum lease payments 
through March 14, 1999 are as follows:

          Years ending September 30, 1997     $219,520
                                     1998      226,048
                                     1999      105,131

                                              $550,699

	Lease payments do not include operating expenses, which are 
adjusted annually, or utilities.  Rent expense was $254,327 
and $248,944, for the years ended September 30, 1996 and 
1995, respectively.


7.	Commitments and Contingencies (continued)

	Government Contracts

	A significant portion of the revenues of the Company 
represent payments made by the U.S. Government and by 
contractors that have prime contracts with the U.S. 
Government.  These revenues are subject to adjustment upon 
audit by the Defense Contract Audit Agency (DCAA).  Audits by 
the DCAA have been completed on the Company's contracts and 
subcontracts through the year ended September 30, 1994.  
Management is of the opinion that any disallowances by the 
Government auditors, other than amounts already provided, 
will not materially affect the Company's financial 
statements.  

	Litigation

	During the fiscal year ended September 30, 1996, the Company 
sold certain of its software products along with specified 
hardware to a U.S. Government agency.  The procurement 
required the Company to sell these items through an 
intermediary prime contractor.  The value of the contract to 
the Company was $232,708.

	The Company fully complied with the terms of its contract, 
and although the third party prime contractor has been paid 
in full by the U.S. Government, the Company has received no 
payments to date.  In August 1996, the Company filed a 
complaint in the Second Judicial District Court of the State 
of New Mexico against the prime contractor and its principal 
owner individually for breach of contract in an attempt to 
recover the value of its contract.  Based on discovery 
received, the Company subsequently filed a motion for summary 
judgment against the defendants.

	In September 1996, the defendants filed a counterclaim 
against the Company alleging defamation, intentional 
interference with contractual relations and the prima facie 
tort of extortion.  The Company believes the counterclaim is 
without merit and will not have a materially adverse effect 
on its financial statements.

	Although the Company has fully reserved the receivable due 
under this contract ($232,708), it continues to vigorously 
pursue all legal remedies available to it.

8.	Income Taxes

	For the years ended September 30, 1996 and 1995, the 
provision for income taxes consisted of the following:

                                  1996          1995

Current tax expense
Federal                           $154,910      $142,972
State                               37,635        31,706
                                   192,545       174,678
Deferred tax (benefit) expense     (13,194)       20,805

Total provision                   $179,351      $195,483

	At September 30, 1996, the tax effect of significant 
temporary differences representing deferred tax assets and 
liabilities are as follows:
                                                  Asset
                                                (Liability)
Depreciation and amortization                   $(36,827)
Vacation accrual                                  99,040
Revenue reserve                                   11,700

Net deferred income tax asset                   $ 73,913

	The effective income tax rates differ from the statutory 
United States income tax rate due principally to the 
following:
                                            1996     1995

Federal statutory rate                      34.0%    34.0%
State tax, net of federal
  income tax benefit                         4.6      4.6
Tax-exempt interest                            -     (0.8)
Tax deductible stock option compensation    (2.8)    (4.1)
Other, primarily change in estimate          0.1)     0.2

Effective rate                              35.7%    33.9%


9.	Profit Sharing and Employee Benefits Plans

	The Company has a profit sharing and 401(k) plan for the 
benefit of substantially all employees.  Profit sharing 
contributions consist of discretionary amounts determined 
each year by the Board of Directors of the Company based upon 
net profits for the year and total compensation paid.  The 
401(k) feature allows employees to make elective deferrals 
not to exceed 10% of compensation.  Effective January 1, 
1995, the separate profit sharing and 401(k) plans were 
combined into one plan.

	The Company also has a money purchase plan.  For the years 
ended September 30, 1996 and 1995, the money purchase plan 
obligated the Company to contribute 5% of eligible salaries 
under the plan.

	For the years ended September 30, 1996 and 1995, 
contributions to the plans totalled $473,552 and $455,269, 
respectively.

10.	Stock Option Plan

	Effective May 25, 1989, as amended on January 1, 1994, the 
Company established a stock option plan to create additional 
incentives for the Company's employees, consultants and 
directors to promote the financial success of the Company.  
The Board of Directors has sole authority to select full-time 
employees, directors or consultants to receive awards of 
options for the purchase of stock under this plan.  The 
maximum number of shares of common stock which may be issued 
pursuant to the stock option plan is 200,000.  The price of 
the options is set at the stock's bid price on the date of 
the Board of Directors meeting at which the option is 
granted.  Options expire no later than ten years from the 
date of grant (five years for greater than ten percent 
owners) or when employment ceases, whichever comes first, and 
vest over three years.


Stock option transactions under the plan for the years ended 
September 30, 1996 and 1995, are summarized as follows:
<TABLE>
<S>                                       <C>       <C>

                                           1996       1995

Options outstanding, beginning of year      46,174    30,800
Granted                                     85,600    21,100
Exercised                                   (8,787)   (5,726)
Cancelled                                   (5,000)        -
Options outstanding, end of year           117,987    46,174

Option price range                         $21.50 to    $17.75 to
                                           $29.00       $26.00
Options exercisable, end of year            19,012      15,714
Options available, end of year              51,850     132,450
</TABLE>

10.		Stock Option Plan (continued)

	The Company applies APB Opinion No. 25 in accounting for its 
stock option plan, and, accordingly, no compensation cost has 
been recognized for the plan.  FASB Statement No. 123, 
"Accounting for Stock-Based Compensation" (SFAS 123), is 
effective for fiscal years beginning after December 15, 1995. 
 Adoption of SFAS 123 is optional; however, proforma 
disclosures as if the Company adopted the cost recognition 
requirements under SFAS 123 will be required in the Company's 
financial statements for its fiscal year ending September 30, 
1997.

11.	Supplemental Cash Flow Information

	For the years ended September 30, 1996 and 1995, income taxes 
paid, net of refunds, were $410,076 and $81,012, 
respectively.  For the years ended September 30, 1996 and 
1995, interest expense incurred and paid was $2,320 and 
$2,529, respectively.

12.	Business Segment Information

	During the year ended September 30, 1996, the Company's 
operations included two reportable segments:  Satellite 
ground systems and electronic test instrumentation and 
equipment marketing.  

	The Company provides satellite ground systems - computer 
systems for satellite command and control, data processing, 
simulation, and flight software validation.  Customers for 
these systems include U.S. Government organizations such as 
National Aeronautics and Space Administration (NASA), the 
National Oceanic and Atmospheric Administration (NOAA), and 
the U.S. Air Force, as well as commercial satellite 
operators, both domestic and foreign.

	Through its wholly-owned subsidiary, IMI, the Company acts as 
a manufacturer's representative, selling electronic test 
instrumentation and equipment to customers primarily in 
Maryland, Virginia and the District of Columbia.  (The 
Company's other wholly-owned subsidiary, InterSys, provides 
consulting services for satellite design and procurement, but 
is presently inactive.)

12.	Business Segment Information (continued)

Summarized financial information is as follows:
<TABLE>
<S>                                  <C>            <C>

                                      1996           1995
Net sales
     Satellite ground systems         $10,555,371    $10,503,423
     Marketing                            661,777        267,238

Income before taxes
     Satellite ground systems            343,797         615,413
     Marketing                           158,571         (39,227)

Identifiable assets
     Satellite ground systems          6,139,157       4,981,702
     Marketing                           405,351         163,918

Capital expenditures
     Satellite ground systems            305,220         216,896
     Marketing                             1,579             746

Depreciation and amortization
     Satellite ground systems            192,838         165,551
     Marketing                             3,478           3,100
</TABLE>

	Identifiable assets of the respective segments include 
accounts receivable, property and equipment, and software 
development costs.  Cash and cash equivalents and the 
remaining assets are considered corporate assets.  There were 
no significant intercompany sales.

<PAGE>
Pursuant to the requirements of Section 13 or 15(d) of the 
Securities Exchange Act of 1934, the registrant caused this report 
to be signed on its behalf by the undersigned, thereunto duly 
authorized.

    
   

                        INTEGRAL SYSTEMS, INC.


                        BY:		/s/			
                        Steven R. Chamberlain
                        Chairman of the Board and
                        Chief Executive Officer

                        DATE:  5/13/97


                        BY:		/s/			
                        Thomas L. Gough
                        President, Chief Operating 
                        Officer
                        Director

                        DATE:  5/13/97


                        BY:		/s/			
                        Elaine M. Parfitt
                        Chief Financial Officer, 
                        Principal Accounting Officer

                        DATE:  5/13/97			

<PAGE>

In accordance with the Exchange Act, this report has been signed below 
by the following persons on behalf of the registrant and in the 
capacities and on the dates indicated.



          Signature	Titles                                Date


Chairman of the Board, Director, Chief Executive Officer
Steven R. Chamberlain                                     5/13/97

President, Chief Operating Officer, Director 
Thomas L. Gough                                           5/13/97

Vice President of Quality Control,
Secretary & Treasurer; Director
Robert P. Sadler                                          5/13/97


Director
Bonnie K. Wachtel                                         5/13/97


Director
Dominic A. Laiti                                          5/13/97


Director
R. Doss McComas                                           5/13/97
<PAGE>



    
   
<PAGE>

    
   
EXHIBIT A


                              AWARD/CONTRACT
                              OMB No. 0690-0008 Expiration Date: November 1996
 
1. THIS CONTRACT IS A RATED ORDER UNDER DPAS (15 CFR 350) RATING 
 
2. CONTRACT  NO.      |3. EFFECTIVE DATE         |4. REQUISITION/PROJECT NO. 
 50-DDNE-6-90029       |  SEE BLOCK 20C           |  NE-EK3000-6-00004

 5. ISSUED BY  CODE:  OFA 511 ABR       |6. ADMINISTERED BY  Code: 
                                        | (If other than Item 5) 
 U.S. Dept. of Commerce/NOAA            | 
 PGAS/POD/ADP Contracts Branch          | 
 Room 4301, 1325 East-West Highway      | 
 Silver Spring, MD  20910               | 

 7. NAME AND ADDRESS OF CONTRACTOR      | 8. DELIVERY 
                                        |    [ ]   FOB ORIGIN 
 Integral Systems, Inc.                 |    [X]   OTHER (See below) 
 5000 Philadelphia Way, Suite A         | Suitland, MD and Falcon Air Force
 Lanham, MD  20706-4417                 |  Base.
                                        | 9. DISCOUNT FOR PROMPT PAYMENT
                                        |
Attention:  Pat Woods                   | 
            Project Manager             | 
 
  10.SUBMIT INVOICES TO ADDRESS IN  : (4 Copies)     G.3
 
 11. SHIP TO/ MARK FOR  CODE: E/OSD3    |12. PAYMENT WILL BE MADE BY        
                                        |    CODE:  OFA 2212              
 NOAA/NESDIS  Attn: Harold Wood         | U.S. Dept. of Commerce/NOAA
 FB-4, Room 3308                        | Management Service Center        
 Washington, D.C.  20233                | Caller Service #7025          
                                        | Germantown, MD  20874            
 13. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION 
[ ] 10 U.S.C. 2304(c) ( )  [ X] 41 U.S.C. 253(c) ( 1) 
 
 14. ACCOUNTING AND APPROPRIATION DATA 
     INCREASE  %%%%%%%%%%%  6 EA5000 8N2ACV00
 
 15A.ITEM   15B.SUPPLIES/         15C.QUANTITY 15D.UNIT  15E.UNIT  15F.AMOUNT 
     NO.        SERVICES                                    PRICE 
 
  Letter Contract for the Integrated Polar Acquisition Control 
  Subsystem (IPACS) in accordance with the accompanying terms and conditions
  and ISI proposals dated 03/21/96 and 04/01/96 as modified by ISI response
  dated 07/29/96 to Government questions and ISI revised cost proposal dated
  08/12/96. Base Contract Period is 30 months from date of letter contract
  award.

       15G.  TOTAL AMOUNT OF LETTER CONTRACT:  %%%%%%%%%%%%% 
 
EXCEPTION TO STANDARD FORM SF26 (REV.4-85)                Prescribed by GSA 
                                 Page 1 of 2 
                                                         FAR(48 CFR) 53.214(a)
                                AWARD/CONTRACT 
  
                             16.  TABLE OF CONTENTS 
    SEC                             DESCRIPTION                         
PAGE(S)
                                PART I - THE SCHEDULE 
     A   SOLICITATION/CONTRACT FORM                                      2
     B   SUPPLIES OR SERVICES AND PRICES/COSTS                           4
     C   DESCRIPTION/SPECIFICATIONS/WORK STATEMENT                      51   
     D   PACKAGING AND MARKING                                           2 
     E   INSPECTION AND ACCEPTANCE                                       5
     F   DELIVERIES OR PERFORMANCE                                       3
     G   CONTRACT ADMINISTRATION DATA                                    4
     H   SPECIAL CONTRACT REQUIREMENTS                                  13    
                             PART II - CONTRACT CLAUSES 
     I    CONTRACT CLAUSES                                              19
           PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS 
     J   LIST OF ATTACHMENTS                                             1
                    PART IV - REPRESENTATIONS AND INSTRUCTIONS 
     K   REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFERORS 
     L   INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS 
     M   EVALUATION FACTORS FOR AWARD 
 
 
        CONTRACTING OFFICER WILL COMPLETE ITEM 17 OR 18 AS APPLICABLE 
 
 
17.  [] CONTRACTOR'S NEGOTIATED AGREEMENT (Contractor is required to sign 
this document and return 3  copies to issuing office.) Contractor agrees 
to furnish and deliver all items or perform all the services set forth or 
otherwise identified above and on any continuation sheets for the 
consideration stated herein.  The rights and obligations of the parties to 
this contract shall be subject to and governed by the following documents: (a) 
this award/contract, (b) the solicitation, if any, and (c) such provisions, 
representations, certifications, and specifications as are attached or 
incorporated by reference herein.  (Attachments are listed herein.) 

 
18.  [ ] AWARD (Contractor is not required to sign this document.) Your offer 
on Solicitation Number %%%%%%, including the additions or changes made by 
you which additions or changes are set forth in full above, is hereby accepted 
as to the items listed above and on any continuation sheets. This award 
consummates the contract which consists of the following documents: (a) the 
Government's solicitation and your offer, and (b) this award/contract. No 
further contractual document is necessary. 

19A. NAME AND TITLE OF SIGNER             20A. NAME OF CONTRACTING OFFICER 
     (Type or print)                          Ina R. Merson
                                             Contracting Officer
  
19B. NAME OF CONTRACTOR                   20B. UNITED STATES OF AMERICA 
                                         
by                                          by                          
(Signature of person authorized to sign)    (Signature of Contracting Officer)

19C. DATE SIGNED                           20C. DATE SIGNED 
 EXCEPTION TO STANDARD FORM 26 (REV.4-85)
<PAGE>
                                 Page 2 of 2

SECTION B                                 50-DDNE-6-90029


SECTION B - SUPPLIES OR SERVICES AND PRICE/COSTS



B.1   TYPE OF CONTRACT  -  COST-PLUS-FIXED-FEE, COMPLETION
B.2   SUPPLIES/SERVICES TO BE FURNISHED AND PRICES COST
B.3   ESTIMATED AND ALLOWABLE COSTS-FULLY FUNDED CONTRACTS
B.4   CONTRACT FEE



B.1   TYPE OF CONTRACT - COST-PLUS-FIXED-FEE, COMPLETION

The Government contemplates award of a cost-plus-fixed-fee 
(CPFF) completion contract resulting from this solicitation.  
A CPFF contract provides for payment to the contractor of 
allowable costs incurred during performance (to the extent 
prescribed in the contract and by regulation) and a fixed fee 
(profit).  Once negotiated, the fixed fee is not subject to 
revision based upon the contractor's actual cost, but it may 
be adjusted as a result of the changes subsequent to award in 
the work or services to be performed under the contract.  The 
completion form of contract describes the scope of work to be 
done as a clearly defined task or job with a definite goal or 
target expressed and with a specified end product required.  
This form of contract requires the contractor to complete and 
deliver the specified end product as a condition for payment 
of the entire fixed fee established for the work and within 
the estimated cost if possible.  However, in the event the 
work cannot be completed within the estimated cost, the 
Government can elect to require more work and effort from the 
contract without an increase in fee, provided it increases the 
estimated cost.


B.2   SUPPLIES/SERVICES TO BE FURNISHED AND PRICES/COSTS

The Contractor, as an independent contractor, and not as an 
agent of the Government, shall furnish the necessary qualified 
personnel, materials, and services required for development, 
installation and support of the Integrated Polar Acquisition 
and Control Subsystem (IPACS) for the National Environmental 
Satellite Data and Information Service (NESDIS).  All 
Contractor support services shall conform with the terms and 
conditions of this contract.  This work shall be performed in 
accordance with the Statement of Work as set forth in Section 
C.

                         Page B - 1
SECTION B                                 50-DDNE-6-90029

BASE PERIOD OF PERFORMANCE - FOR THIRTY MONTHS FROM DATE OF 
AWARD

                                                     ESTIMATED
ITEM NO.   SERVICES                       QUANTITY   COST

01        INTEGRATED POLAR ACQUISITION
           AND COST SUBSYSTEM              1 SYSTEM

All costs will be incurred in accordance with ISI proposals 
dated 03/21/96 and 4/01/96 as modified by ISI response dated 
07/29/96 to Government questions and ISI revised proposal 
dated 08/12/96, up to ceiling cost of %%%%%%%%%%%%%% .

0001A   Hardware necessary for the          1 SYSTEM    

        development of the Integrated
        Acquisition and Control Subsystem
        (IPACS) IAW SOW

0001B   Software necessary for the           1 SYSTEM   

        development of the IPACS IAW SOW

0001C   System documentation including        1 SYSTEM  

        Planning Documents, Design Review
        Documents, Specification Documents
        And Monthly Progress Reports IAW SOW

0001D   IPACS Installation IAW SOW             1 SYSTEM  


0001E   IPACS Testing IAW SOW                  1 SYSTEM  


0001F   IPACS Phase-Over IAW SOW               1 SYSTEM  


0001G   IPACS Training IAW SOW                 1 SYSTEM  

0001H   IPACS Spare Parts IAW SOW              1 SYSTEM  


0001I   IPACS Hardware Maintenance             1 SYSTEM  


                                       TOTAL COST         

 
                                   TOTAL FIXED FEE     


                                   BONUS FEE           

* To Be Negotiated

**  See Clause B.4 Contract Fee.


TOTAL CEILING COST FOR CLIN 0001 FOR LETTER CONTRACT $

                                 Page B - 2

SECTION B                                                    
50-DDNE-6-90029

OPTIONS

0002   Software Technical Support Services     12 Months
       in accordance with Section 14.3.2
       of the Statement of Work, from contract
       month 31 through 42.
                                          TOTAL COST              

0003   Technical Support for Hardware            6 Months
       Maintenance, Suitland, MD IAW SOW
       Section 14.3.1.1 from contract
       Month 31 through 36.
                                           TOTAL COST             


                                           FIXED FEE              


                                           TOTAL CPFF             

0004   Technical Support for Hardware            6 Months
       Maintenance, Falcon Air Force Base,
       Colorado IAW SOW Section 14.3.1.2
       From contract month 31 through 36.
                                           
                                           TOTAL COST             

  
                                           TOTAL FIXED FEE        


                                           TOTAL CPFF             


0005   Software Technical Support Services        12 Months
       in accordance with Section 14.3.2
       of the Statement of Work from contract
       month 43 through 54.

                                           TOTAL COST             


                                           TOTAL FIXED FEE        


                                           TOTAL CPFF             


0006   Software Technical Support Services         6 Months
       in accordance with Section 14.3.2
       of the Statement of Work from contract
       month 55 through 66.

                                           TOTAL COST             


                                           TOTAL FIXED FEE        


                                           TOTAL CPFF             


* To Be Negotiated


                                Page B - 3
<PAGE>

SECTION B                                                   
50-DDNE-6-90029


B.3     ESTIMATED AND ALLOWABLE COSTS-FULLY FUNDED CONTRACTS

(a)  Estimated Costs

            The estimated cost of this letter contract is $            
which consists of $%%%%%%%%%%%for reimbursable costs and $            
for fixed fee.  "Limitation of Cost," clause 52.216-7 
"Allowable Cost and Payments," and clause 52.216-8 "Fixed 
Fee."

(b) Allowable Costs

(1) Final annual indirect cost rate(s) and the 
appropriate Base(s) shall be established in accordance with
Subpart 42.7 of the Federal Acquisition Regulation (FAR)
in effect for the period covered by the indirect cost
rate proposal.

                  (2)  Until final annual indirect cost rates 
are established for any period, the Government shall reimburse 
the contractor at billing rates established by the appropriate 
Government Representative in accordance with FAR 42.704, 
subject to adjustment when the final rates are established.  
The established billing rates are currently as follows:

     Provisional overhead billing rate:            of labor
           Categories located at company's site.


     Provisional G&A billing rate:          applied to total
           Costs, less subcontracts and direct materials.


B.4          CONTRACT FEE

In performance of this contract the fee shall be divided into 
"Fixed Fee"and "Bonus Fee" portions.  The "Fixed Fee" is 
payable in accordance with FAR 52.216-08 and shall be awarded 
for successful achievement of the following contract 
milestone(s):  (To be Negotiated.)  Payment of "Bonus Fee" is 
to be made based on the Government's judgmental evaluation of 
the contractor's performance and is not subject to the 
Disputes clause of this contract.

                                   Page B - 4

<PAGE>50-DDNE-6-90029



SECTION C



DESCRIPTION/SPECIFICATION/WORK STATEMENT



FOR THE



INTEGRATED POLAR ACQUISITION AND CONTROL SUBSYSTEM




January 1996

50-DDNE-6-90029

Table of Contents



1.0  INTRODUCTION                                     1
	1.1  Background                                 1
	1.2  Scope                                      2
	1.3  Document Organization                      3

2.0  SYSTEM DESCRIPTION                          4
	2.1  DMSP Space Segment                         4
	2.2  Ground Segment                             5
			2.2.1  Ground System Operations               6
			2.2.1.1  SOCC Operations                      7

3.0  EQUIPMENT                                   9
	3.1  Government Furnished Equipment (GFE)       9
	3.2  Contractor-furnished Equipment             9

4.0  STANDARD DOCUMENTATION                     11
	4.1  Additional Documentation                  12

5.0  IPACS DEPLOYMENT                           17
5.1  IPACS Specifications                       17
	5.1.1  Capacity                                17
	5.1.2  IPACS System Availability               17
	5.1.3  Failure Recovery                        18
	5.1.4 Remote Access                            18
	5.2  IPACS Hardware                            18
	5.3  Operating Environment                     18

6.0  IPACS SYSTEM REQUIREMENTS                  20
	6.1  Telemetry Processing                      20
		6.1.1 Decommutation                           20
   		6.1.2 Data Display                         21
		6.1.3 Data Archiving                          21
		6.1.4 Data Playback                           21
		6.1.5 Pseudo Telemetry Processing             21
		6.1.6 Dump Comparison                         22
		6.1.7 State Check                             22
	6.2  Command Processing                        22
		6.2.1 Command Modes                           22
		6.2.2 Satellite Loads                         23
		6.2.3 Command Verification                    23
		6.2.4  Command Encryption                     24
		6.2.5  Clock Correction                       24
		6.2.6  Automatic Retry                        24
	6.3 Ground System Management                   24
		6.3.1  Ground System Initialization           25
		6.3.2  Ground System Failover                 25
	 6.3.3  Performance Accounting and Reporting   25
		6.3.4  Local Area Network (LAN)
                   Monitoring                   25
	6.4  History/Trends Subsystem                  26
		6.4.1  History Archives                       26
		6.4.2  Trends Processing                      26
		6.4.3  Trends Analysis                        26
	6.5  Communications Requirements               27
		6.5.1  Wideband Data                          27
		6.5.2  DMSP INTERNET                          27
	      6.5.3  External Interfaces               27

50-DDNE-6-90029

	6.6  IPACS Timing                              28
	6.7 Advanced Flight Vehicle Simulation
		Facility (AFVSF) Integration                  28
		6.7.1 AFVSF Local Mode Operations             28
		6.7.2 AFVSF ARTS Loop-back Mode               28
    	6.8  DMSP Scheduler                        28

7.0  GENERAL TEST REQUIREMENTS                  30
	7.1  Hardware                                  30
		7.1.1  Hardware Requirements
                   Determination                30
		7.1.2  Hardware Development and
                   Acquisition                  31
		7.1.3  Hardware Certification                 31
	7.2  Software                                  31
		7.2.1  Software Requirements Analysis         31
			7.2.1.1  Software Requirements
                           Review               31
			7.2.1.2  Preliminary Software
                           Design Review        31
			7.2.1.3  Critical Software 
                           Design Review        32
			7.2.1.4  Software Implementation             32
		7.2.2  Process Certification                  32
		7.2.3  Software Integration Tests             32
	7.3  System Tests                              33
		7.3.1  In-plant System Test                   33
		7.3.2  On-site System Test                    33
	7.4  System Acceptance Test                    33

8.0 TRAINING PLAN	35
	8.1  Contractor-developed Courses              35
		8.1.1  IPACS Overview                         35
		8.1.2  Computer Systems Training              35
		8.1.3  Satellite Operations Training          36
		8.1.4  Software Maintenance Training          36
		8.1.5  Analytical Capabilities Training       37
	8.2  OEM Maintenance Training                  37
	8.3  GFE Maintenance Training                  37

9.0  DOCUMENTATION                              38
	9.1  Operations and Maintenance
		(O & M) Manuals                               38
	9.2  Contractor Supplied Software
             and User Manuals                   38
		9.2.1  Software Maintenance Manual            38
		9.2.2  Data Base Manual                       39
		9.2.3  Users Guides                           39
	9.3  Source Listings                           39
	9.4  Interface Control Document                39

10.0 PHASED INSTALLATION REQUIREMENTS           41
	10.2  Site Description                         41
	10.3  IPACS Installation                       42
	10.4  Cabling                                  42
	10.5  Tools and Equipment                      42

11.0  PHASE-OVER REQUIREMENT                    44
	11.1  Stand Alone Implementation               44
	11.2  Phase-Over Plan                          44

50-DDNE-6-90029

12.0  MAINTENANCE REQUIREMENTS                  46
	12.1 In-plant Maintenance on GFE               46
	12.2  IPACS Maintenance Service                46
		12.2.1  SOCC Maintenance Support              46
		12.2.2 FOCC Maintenance Support               46
		12.2.3  Depot Level Maintenance               46

13.0 QUALITY ASSURANCE PROGRAM                  48
	13.1  Definition                               48
	13.2  Requirements                             48
		13.2.1  Quality Audits                        48
		13.2.2  Reviews                               49
		13.2.3  Reporting and Control                 49
		13.2.4  Documentation                         49

14.0  ADDITIONAL REQUIREMENTS                   50
	14.1  Spare Parts                              50
	14.2  Software Development                     50
		14.2.1  Development Support Hardware          50
		14.2.2  Software                              50
	14.3  Technical Support                        51

ANNEX I - DMSP COMMAND, CONTROL, COMMUNICATIONS (C3) SEGMENT             
SPECIFICATION TREE dated 01/03/95.         33 Pages

50-DDNE-6-90029
	
SECTION 1

	INTRODUCTION

1.0  INTRODUCTION

The National Environmental Satellite, Data, and Information Service (NESDIS) 
of the National Oceanic and Atmospheric Administration (NOAA) is responsible 
for operating the civil Television, Infrared Operational Satellite (TIROS) 
environmental satellite program.  Concurrently the U.S. Air Force (USAF) is 
responsible for operating the Department of Defense (DoD) Defense 
Meteorological Satellite Program (DMSP).  A major activity in support of 
these operations is the ground system tracking, telemetry, and command 
(TT&C) functions for control of the satellites provided through the 
capabilities of the polar satellite ground systems of the two operating 
agencies. 

1.1  Background

Presidential Decision Directive/NTSC-2 of May 1994 directed that these two 
satellite programs converge to produce a single satellite designated the 
National Polar Operational Environmental Satellite System (NPOESS) to serve 
both civil and military needs.  The NPOESS satellite is projected to be 
available for launch in Yr. 2004.  Until such time,  the inventory of TIROS 
and DMSP spacecraft under contract will be launched into the two independent 
constellations as at present. 

As part of the convergence effort, TIROS/DMSP operations will be integrated 
as an interim step to the fully converged NPOESS program.  Integrated 
operations are to be conducted from the existing NOAA Satellite Operations 
Control Center (SOCC) located at Suitland, MD, with a Falcon AFB, CO, backup 
operations control center (FOCC).  TIROS operations are conducted through 
NOAA Command and Data Acquisitions (CDA) stations located at Fairbanks, AK, 
and at Wallops Station VA.  DMSP operations are currently conducted from the 
Multipurpose Satellite Operation Center (MPSOC) at Offutt AFB, NE, a DMSP 
dedicated tracking station and backup Satellite Operations Center (FSOC) at 
Fairchild AFB, WA, and the common user DMSP enhanced Automatic Remote 
Tracking Stations (ARTS) of the Air Force Satellite Control Network (AFSCN). 
 The DMSP enhanced ARTS, capable of supporting DMSP Mission Data Recovery 
(MDR) and transfer, are located at Thule, Greenland; New Boston, NH; Oahu, 
HI; and, scheduled for activation in 1997, Vandenberg AFB, CA.  All AFSCN 
ARTS are capable of DMSP telemetry acquisition and satellite commanding.  
Transition to NOAA operation will permit the phase out of the dedicated 
tracking station at  Fairchild AFB and  the MPSOC at Offutt AFB.

50-DDNE-6-90029

 This document establishes requirements for integration of SOCC and MPSOC 
satellite control center functions at the NOAA SOCC to operate in 
conjunction with designated tracking stations.  The integrated satellite 
control center configuration for purposes of this document will be referred 
to as the Integrated Polar Acquisition and Control Subsystem (IPACS). 
Telemetry, as used in this document, refers to spacecraft and instrument 
state of health information and not to sensor science "mission data."  

1.2  Scope

This document sets forth the requirements for IPACS.  IPACS shall retain all 
the functional characteristics of the existing NOAA operational Polar 
Acquisition and Control Subsystem (PACS) and incorporate those functions 
unique to DMSP operation.  IPACS shall provide a DMSP Scheduler function 
incorporating, as a minimum, all features of the current PLANS scheduling 
capabilities for scheduling DMSP operations. DMSP ground system devices will 
be relocated, initially for the contractor's development effort, and then to 
the SOCC and FOCC to provide the data handling for telemetry processing, 
voice and data encryption, command generation and encryption, and interfaces 
to GFE and communications facilities to operate with the AFSCN network.

It is the objective that IPACS maximize the use of PACS features for Man 
Machine Interface, telemetry processing, command processing, History and 
Trends archiving, and ground system management.

Elements of the IPACS system at the Suitland SOCC, the primary DMSP control 
center,  will also be provided at a DMSP backup facility to be located at 
Falcon AFB,CO.  IPACS at FOCC will interface with the AFSCN for DMSP command 
and control backup in the event of a communications or SOCC outage, or as 
directed by the National Command Authority (NCA). 

IPACS shall establish a DMSP operations area within the SOCC, adjacent to 
the existing TIROS operations area.  Additionally, the IPACS shall provide 
current  technology processors compatible with the existing PACS 
applications software.

The contractor shall be responsible for the design and implementation of 
IPACS at the specified locations.  The contractor shall provide hardware, 
software, installation, testing, training, documentation and post-
installation support in accordance with the requirements set forth in this 
document.

50-DDNE-6-90029

1.3  Document Organization

This Statement of Work (SOW) consists of 14 sections, 10 appendices, and one 
annex.  Section 1 provides an introduction to the requirements for IPACS.  
Section 2 presents an overview of the polar orbiting satellite system.  
Section 3 lists major items of DMSP 
equipment to be furnished by the government Section 4 identifies other 
documents relevant to this work.  Section 5 presents a general description 
of the required IPACS.  Section 6 presents IPACS functional requirements.  
Sections 7 through 14 address testing, training, documentation, installation 
and integration, phase-over, warranty, quality assurance, and additional 
requirements, respectively.

50-DDNE-6-90029

	SECTION 2

	SYSTEM OVERVIEW


2.0  SYSTEM DESCRIPTION

The transitional Integrated Polar Orbiting Environmental Satellite System 
will consist of the space-based Advanced TIROS-NOAA (ATN) and the DMSP 
satellite flight segments, and the earth-based integrated NOAA and AFSCN 
elements of the ground segment.  The nominal flight segment for each of the 
NOAA and USAF programs is based upon two Operational satellites with highest 
operational priority, two partially functioning Standby satellites, and 
residual in-orbit assets which may support special purpose test activities. 
 IPACS will support the DMSP element of the transitional integrated polar 
satellite system.

2.1  DMSP Space Segment

DMSP polar orbiting satellites are sun synchronous in that the satellites 
cross the equator at the same local sun time each orbit.  This provides 
consistent  illumination of the area observed. The orbital period is 
nominally 102 minutes, permitting just over 14 complete earth orbits daily. 
 As the Earth rotates under each orbit, satellite instruments view a 
different portion of the Earth's surface and atmosphere, providing global 
observations. 

TIROS and DMSP polar spacecraft share a common heritage; both manufactured  
by Martin Marietta Astro Space Division (LM-ASD) at E. Windsor, NJ.  They 
use a common spacecraft bus structure with minor differences in power, 
thermal, structure, and ascent phase equipment. There are however major 
differences in data types, data rates, data formats, and in the attitude 
determination and control subsystem.  Payload sensor environmental data from 
both satellites are similar in content but are collected by inventories of 
significantly different instruments. 
 
Launch procedures are very similar, with both spacecraft launched from the 
Vandenberg AFB Western Missile and Space Center (WMSC).  Future launches 
will employ the Martin Marietta Titan II launch vehicle. 

The current constellations of DMSP satellites are of the DMSP 5D-2 series 
with the most  recent satellite designated F-13.  Starting with S-16, DMSP 
satellites will be of the series 5D-3, which will include in its payload a 
new Special Sensor Microwave Imager/Sounder (SSMIS) replacement for the 
current microwave imager, humidity profiler, and temperature sounder.

50-DDNE-6-90029

DMSP downlink transmissions are in the USAF S-band Space Ground Link System 
(SGLS) format, in common with other satellite programs supported be the 
AFSCN.  DMSP operates in the 2200-2300 Mhz band on two carriers which can be 
received simultaneously at the ARTS locations.  Carrier 1 provides a pilot 
signal for normal antenna autotracking and for low speed PCM or analog 
telemetry.  Carrier 2 is used for PCM digital bit streams at rates from 128 
kbps to 2.6624 Mbps.  DMSP downlink data is encrypted and under access 
control. 

Uplink encrypted command transmissions are at 1791.748 Mhz using the SGLS 
23-bit command word format, preceded with and followed with a 1 bit-time 
tone (total of 25 bit-times) and ternary modulation of the command carrier. 
 Through the 5D2 spacecraft S-15, the command uplink  will be at 75 words-
per-second, 2 KSps (Kilo-Symbols per second) data rate. Beginning with 5D3 
S-16,  the command uplink message length will be from 1 to 65,534 message 
words, at a minimum of 311 words-per-second, at 10 KSps data rate.

2.2  Ground Segment

The ground facilities currently supporting DMSP operations are the FSOC, the 
MPSOC, the two communications links with the ARTS through the Operational 
Control Nodes (OCN) at the Consolidated Space Operations Center (CSOC) 
Colorado Springs, CO and its alternate Consolidated Space Test Center (CSTC) 
at Onazuki AFB, Sunnyvale, CA.  The OCNs provide DMSP communications access 
to the four common-user Enhanced ARTS facilities of "POGO" at Thule, "BOSS" 
at New Hampshire, "HULA" in Hawaii, and "COOK" at Vandenberg AFB.  The 
primary "configured User Segment" for DMSP data consists of the Air Force 
Global Weather Central (AFGWC) at Offutt AFB, the Fleet Numerical 
Meteorology and Oceanography Center (FNMOC) at Monterey, CA, and DoD real-
time tactical terminals distributed world-wide.  Other users include the 
National Ice Center, the Air Force 50th  Weather Squadron, and the Navy's 
CNOC at Bay St. Louis, MS.

The  AFSCN ARTS stations are configured with  tracking antennas, the RF 
equipment, data-handling equipment, and communications links preestablished 
prior to the "pass" of the satellite to be acquired.  The ARTS have been 
implemented with capability for automated configuration by operator-
initiated directives and macro commands. 

50-DDNE-6-90029

2.2.1  Ground System Operations

NOAA is to be responsible for maintaining the health of TIROS and DMSP polar 
satellites in orbit.  This responsibility includes spacecraft in both 
operational status and spacecraft which have been  placed in standby mode.  
Additionally, NOAA will provide a Launch Control Room (LCR) at the SOCC with 
facilities for monitoring and initiating command of the spacecraft during 
pre-launch, launch, orbit attainment, and flight checkout.  The capabilities 
necessary to carry-out these operational responsibilities for DMSP are the 
command and control functions of IPACS.

A typical sequence of command and control operations for a DMSP polar 
spacecraft is as follows:

	1.	A spacecraft is launched under control of the Western Missile and 
Test Center (WMTC) at Vandenberg AFB, Lompoc, CA. 

	2.	Tracking station personnel communicate with SOCC Controllers who 
interface with spacecraft engineers temporarily located in 
the LCR for Launch and Early  Operations (LEO) coverage to 
activate, test, and monitor the spacecraft prior to it 
achieving operational status.

	3.	Once orbit is achieved and spacecraft activation is completed, 
SOCC personnel begin sustained operation of the satellite for 
the collection of mission data. 

	4.	SOCC controllers maintain a 24 hour-a-day operation to control 
(command) and monitor state of health telemetry of the 
satellite.  Satellite operations are controlled by individual 
real-time commands or time-tagged sequences of commands 
transmitted through ARTS command transmission equipment and 
executed in real-time or stored in the spacecraft onboard 
processors. 

	6.	ARTS personnel maintain and operate ground station equipment for 
linking the station with the spacecraft and for acquiring and 
distributing the spacecraft onboard instrument data. 

	7.	As spacecraft are replaced in orbit, satellites replaced are 
retained in secondary status for possible use in the event of 
failure of an operational satellite and to supplement mission 
data provided by the operational satellites. 

2.2.1.1  SOCC Operations

SOCC normally directs all command and control as well as data acquisition 
activities of the DMSP satellites.  It is the focal point for the 
coordination of all communications, scheduling 
and satellite operations.  Specific operations performed at SOCC during the 
launch and sustained mission operations phases as related to the IPACS 
include:

	 1.	Generating all satellite stored command loads

	 2.	Initiating all command sequences to the satellite

	 3.	Verifying error-free receipt of commands by the satellite

	 4.	Providing encrypted commands for transmission via the AFSCN for 
launch and early-orbit support or satellite emergency 
operation and for sustained mission operations

	 5.	Monitoring critical satellite telemetry in real-time and playback 
modes

	 6.	Monitoring payload instrument health and safety

	 7.	Maintaining satellite telemetry data bases

	 8.	Generating daily satellite onboard processor Stored Command Table 
(SCT), OLS, mission sensor configuration, tape recorder 
management,  and ephemeris load files

	 9.	Analyzing satellite performance

	10.	Scheduling, monitoring, and controlling SOCC and ARTS equipment 
configuration and status

	11.	Generating SOCC and ARTS configuration schedule files

	12.	Generating a history file of satellite telemetry, and time-tagged 
satellite, SOCC, and ARTS events, including commanding 
history files

	13.	Maintaining data bases of satellite parameters, equipment status, 
and communications records.

50-DDNE-6-90029

	SECTION 3

	EQUIPMENT
3.0  EQUIPMENT

The government, in an effort to minimize TIROS/DMSP integration costs, will 
make available to the contractor DMSP front-end equipment for the IPACS.  
This includes DMSP-unique equipment currently used for telemetry data pre-
processing, command generation and encryption, communication interfaces, 
voice and data encryption, and switching equipment.

3.1  Government Furnished Equipment (GFE)

The government will make available as GFE for contractor relocation, items 
of DMSP equipment and associated materials required by the IPACS design.  
This equipment is available at Fairchild AFB, WA and Offutt AFB, NE.  Table 
one reflects the anticipated quantities of major items that will be required 
for the IPACS design.  Prior to proposal submission, the contractor may 
review the GFE at these sites, and shall include in his proposal a complete 
list of all GFE required.

DDCP and PACS applications software on magnetic media, will be supplied 
to the IPACS contractor as required, after award of the IPACS contract.

3.2  Contractor-furnished Equipment

The contractor shall provide all processors, workstations, peripheral 
equipment, switching,  and interface devices required by the IPACS system 
design not provided as GFE.

    SOCC  FOCC   TOTAL   UNIT           DESCRIPTION
 1  3.Ea. 3 Ea    6 Ea.  SCU      Satellite Communications Unit
 2  3 Ea. 3 Ea.   6 Ea.  DDCP     Dual Decommutator Command Processor
 3  1 Ea. 1 Ea.   2 Ea.  AFVSF    Advanced Flight Vehicle Simulator
 4  4 Ea. 4 Ea.   8 Ea.  KG-84    56 Kbps Narrowband Encryptor/Decryptor
 5  4 Ea. 4 Ea.   8 Ea.  KG-84    Voice Data Encryptor/Decryptor
 6  3 Ea. 3 Ea.   6 Ea.  KGT-61   Spacecraft Command Encryptor
 7  3 Ea. 3 Ea.   6 Ea.  KGR-61   Spacecraft Command Decryptor
 8  2 Ea. 2 Ea.   4 Ea.  KGT-61   AFVSF Command Encryptor
 9  1 Ea. 1 Ea.   2 Ea.  KGR-61   AFVSF Command Decryptor
 10 4 Ea. 4 Ea.   8 Ea.  KG-44    Stored Data Decryptor
 11 1 Ea. 1 Ea.   2 Ea.           AIKEN/Equinox Switch Arrays
 12 1 Ea. 1 Ea.   2 Ea.  SDM      Stored Data Monitor
 13 1 Ea. 1 Ea.   2 Ea.  LINK/2   INTERNET Multiplexer/Demultiplexer
 14 2 Ea.         2 Ea.  OTSU W/S Sensor Engineering Support Unit

	Table 1: Required GFE

50-DDNE-6-90029

		SECTION 4

	APPLICABLE DOCUMENTS

4.0  STANDARD DOCUMENTATION

The following Standards, in effect on the date of this Request for Proposal, 
form part of this requirement except as otherwise noted, and are included as 
Appendices A through F:

	Appendix A		NESDIS Standard No. S24.801 - Preparation of Operation 
and Maintenance Manuals (Rev. 7/30/87)

	Appendix B		NESDIS Standard No. S24.802 - General Requirements for 
Ground Electronic Equipment (Rev. 8/04/87)

	Appendix C		NESDIS Standard No. S24.803 - Cable and Wire 
Identification (Rev. 7/07/87)

	Appendix  D		NESDIS Standard No. S24.804 - General Requirements for 
Training on Electronic Equipment (Rev. 
8/04/87)

	Appendix  E		NESDIS Standard No. s24.805 -Spare Parts(Rev. 6/24/87)

	Appendix  F		NESDIS Standard No. S24.806 - Software Development, and 
Maintenance and User Documentation (Rev. 
4/30/87)
	
	

	These Appendices are located in Section J of this solicitation.
	

 PRIVATE  4.1  Additional Documentation tc  \l 2 "4.1  Additional 
Documentation" 

4.1.1  Annex I, a  Jan. 1995 "DMSP C3 Segment Specification Tree", 
identifies current additional documentation relevant to the DMSP ground 
segment. These documents are available to industry through normal US Air 
Force documentation acquisition processes.

4.1.2  Additional documentation as follows, on the NOAA and USAF polar 
satellites and ground systems is available at the NESDIS library located in 
Camp Springs, Maryland.
		         
	1.   Performance Specification for the NOAA-K through M Satellites, 
NASA Goddard Space Flight Center GSFC-S-480-25, July 1988.	
    
    2.   NOAA Advanced TIROS-N Satellite Series H-I-J Programming and 
Control Handbook, GE Astro Space Division, 28 August 1987.	

    3.   Description of the NOAA/NESDIS Command and Data Acquisition Station 
Fairbanks, Alaska, Bendix Field Engineering Corporation, February 1987.	
  
    4.   PACS Ephemeris and Scheduling Software Users Guide, Integral 
Systems, Inc.	

    5.   PACS Critical Design Review (CDR) Day 3, Integral Systems, Inc.	

    6.   PACS Schedule Generation Lab Exercise, Integral Systems, Inc.	 

    7.   PACS Scheduling Training Exercise, Integral Systems, Inc. 	 

    8.   PACS Events Expansion Lab Exercise, Integral Systems, Inc.	         

    9.   PACS System Operations Operation Training Course, 7 Vols. Integral 
Systems, Inc. 	

    10.  PACS Software Maintenance Manual, Vol. 7B, Ephemeris and 
Scheduling, Integral Systems, Inc. 	

    11.  PACS Operation and Maintenance Manual, Integral Systems, Inc.

12.	T.O. 31R2-4-805-11 Defense Meteorological Satellite Program (DMSP) C3 
Segment, System Level Operation and Maintenance Instructions, September 
1992

13.	SS-YD-854-02 Performance Specification for the Command, Control, and 
Communications (C3) Segment of the Defense Meteorological Satellite 
Program (DMSP) Fairchild Satellite Operations Center (FSOC), August 1986

14.	169472 Fairchild Satellite Operations Center (FSOC) Interface 
Specification,              December 1986

15.	169469A  Prime Item Development Specification for FSOC Switching 
Subsystem (SS) of the DMSP C3 Segment Type Designator, B1, April 1989

16.	169468  Prime Item Development Specification Processing Subsystem (PS) 
Type Designator B1 for Fairchild Satellite Operations Center (FSOC), 
December 1986

17.	169470  Prime Item Development Specification Communications Subsystem 
(CS) Type Designator B1 for Fairchild Satellite   Operations Center 
(FSOC), December 1986

18.	DMSP-863  Command, Control, and Communications Segment to Air Force 
Satellite Control Network (AFSCN) Interface Specification of the Defense 
Meteorological Satellite Program (DMSP), January 1990

19.	163738B  Defense Meteorological Satellite Program DMSP Interface to ARTS 
(DMSPI) March 1989

20.	AFSCN ICD 106A  Air Force Satellite Control Network - Defense 
Meteorological Satellite Program Interface Control Document, December 
1992

21.	178012  Interface Control Document for the Defense Meteorological 
Satellite Program (DMSP) Internet Equipment at the Consolidated Space 
Operations Center (CSOC), June 1990

22.	178013  Interface Control Document for the Defense Meteorological 
Satellite Program (DMSP) Internet Equipment at the Consolidated Space 
Test Center (CSTC), June 1990

23.	DMSP-861A  Defense Meteorological Satellite Program (DMSP) Command, 
Control, and Communications (C3) to User Segment, October 1992

24.	169524  Wideband Communications Network for the Defense Meteorological 
Satellite Program, September 1988

25.	169525  Narrowband Communications and Dedicated Telephone Network for 
the Defense Meteorological Satellite Program, October 1988

26.	DMSP-874 DMSP Ground System to the Space Segment Ground Support 
Equipment, April 1990

27.	169471  Prime Item Development Specification Data Acquisition Subsystem 
(DAS) Type Designator B1 for Fairchild Satellite Operations Center 
(FSOC), December 1986

28.	164602A  Critical Item Development Specification for the Defense 
Meteorological Satellite Program (DMSP) Survivable Antenna Subsystem 
Type B2, January 1989

29.	168140  Computer Program Development Specification for the Fairchild 
Satellite Operations Center (FSOC) Antenna Positioning Computer Program 
Configuration Item (CPCI) Type Designator B5, May 1986

30.	SS-YD-854-04  Performance Specification for the Command, Control, and 
Communications (C3) Segment Multi-Purpose Satellite Operations Center 
(MPSOC) of the Defense Meteorological Satellite Program (DMSP), January 
1988

31.	174992  Multi-Purpose Satellite Operations Center (MPSOC) Interface 
Specification of the DMSP C3 Segment, May 1989

32.	174994  Prime Item Development Specification for MPSOC Switching 
Subsystem (SS) of the DMSP C3 Segment Type Designator, B1, May 1989

33.	170935  Interface Control Document for the Defense Meteorological 
Satellite Program (DMSP) Command, Control, and Communications Segment 
Mission Planning Support System (PLANS) External Interfaces, May 1994

34.	146984  Defense Meteorological Satellite Program Block 5D-2 Team and 
Commanding Subsystems Team/CSF External Interface Control Document, 
November 1982

35.	174995  Prime Item Development Specification for MPSOC Processing 
Subsystem (PS) of the DMSP C3 Segment Type Designator, B1, May 1989

36.	163873  Interface Control Document for the Defense Meteorological 
Satellite Program (DMSP) TEAM/STPS Interface, April 1990

37.	14892B  Computer Program Development Specification for the Command 
Support Function (CSF) CPCI of the Defense Meteorological Satellite 
Program (DMSP) Type Designator B5, April 1989.

38.	164473A  Computer Program Development Specification for the Stored 
Telemetry Processing System (STPS) of the Defense Meteorological 
Satellite Program (DMSP), Type Designator B5, January 1989

39.	143717H  Computer Development Specification for the Team Program for the 
Real Time Telemetry Subsystem of the Defense Meteorological Satellite 
Program (DMSP) Type Designator B5, April 1989

40.	168372  Computer Program Development Specification for the Mission 
Planning Support System (PLANS) of the Defense Meteorological Satellite 
Program (DMSP)  Type Designator B5, September 1989

41.	802292A  Computer Development Specification for the Defense 
Meteorological Satellite Program (DMSP) X.25 Communications (XCOM) 
Function Type Designator B5, February 1990

42.	20681A  Defense Meteorological Satellite Program (DMSP) System 
Communications Unit (SCU) Interface Control Document, August 1990

43.	174993  Prime Item Development Specification for MPSOC Communications 
Subsystem (CS) of the DMSP C3 Segment Type Designator B1, May 1989

44.	169503  Critical Item Development Specification System Communications 
Unit (SCU) Type Designator B2, December 1986

45.	801331A  Final Computer Program Development Specifications for 
Multipurpose Satellite Operations Center Retrofit (MPSOC) Updated to the 
NHS ECP, dated November 1989

46.	8000881 Heritage Equipment Modification Program Software Requirements 
Specification, 29 April 1994

47.	20001668  Heritage Equipment Modification Program  Configuration Item 
Development Specification, 29 April 1994

48. Technical Requirements for Defense Meteorological Satellite Program 
(DMSP)            Mission Planning Subsystem, 12 July 1995.


50-DDNE-6-90029

	SECTION 5

	IPACS DESCRIPTION

5.0  IPACS DEPLOYMENT

IPACS hardware and software at SOCC and the FOCC will provide for command 
and control of the DMSP 5D-2 and 5D-3 polar orbiting satellites.  
Contractor-furnished Telemetry and Command Subsystem (TCS) processors will 
provide central processing for IPACS operations.

5.1  IPACS Specifications

The contractor shall furnish the IPACS with the following characteristics.

5.1.1  Capacity

IPACS shall be sized with 100% computer reserve capacity for input/output 
and for processor computing throughput in Millions of Instructions Per 
Second (MIPS), during any 15-minute period of peak load conditions.  

Peak load for IPACS is defined as the load which occurs when a station pass 
is being taken by each of  three tracking antennas, the SOCC is supporting a 
satellite launch, and normal background processing is being performed.  

Load factors for peak load conditions are defined as the processing of the 
following telemetry data streams:
	 One realtime 10 kbps
	 Two realtime 60 kbps
	 Ingest of three stored data streams.
This processing to occur while routine non-realtime processing is being 
performed. 

5.1.2  IPACS System Availability

IPACS shall support continuous, 24-hour-per-day operation with an overall 
availability of 0.998 or greater at the SOCC and FOCC.    System 
availability is defined as meeting the prime mission  capabilities of (1) 
commanding the satellite from SOCC or FOCC through the AFSCN in all command 
modes, and (2) acquiring and processing real-time telemetry.

5.1.3  Failure Recovery

For normal IPACS operations, the TCS at FOCC will operate as a "hot"
standby, in synchronism with the TCS at SOCC.  In this mode SOCC controls 
all command and data acquisition activities and  provides the FOCC with 
"alive" messages maintaining the FOCC TCS in synchronism with the SOCC TCS 
state of processing.  FOCC will independently receive, process, and monitor 
satellite telemetry, and monitor execution of the command schedule.  In the 
event of a SOCC failure, the FOCC will designate its TCS as the active TCS, 
thereby authorizing transmission of commands from the FOCC TCS to the 
command system.

IPACS shall contain no single point of failure which will prevent an 
operator from restoring normal operations within five minutes.  In the event 
of a failure affecting long term data bases, full restoration from backup 
tape storage shall be accomplished within two hours.

5.1.4 Remote Access

IPACS shall be configured to provide remote logon from either control center 
to the  IPACS at the SOCC or FOCC to operate the IPACS system over 
government furnished communications facilities.  IPACS shall provide 
capability for DDCP file transfers between SOCC and FOCC, and  for remote 
access to error logs and monitoring of  DDCP operation. 

5.2  IPACS Hardware

IPACS furnished hardware will consist of commercially-available equipment of 
current technology.  Use of special-purpose, customized hardware is to be 
avoided to the extent possible.  Off-the-shelf equipment furnished shall 
have front panel control capabilities for use in the event of automated 
control failure or special operational requirements.

5.3  Operating Environment

The DMSP Operations Areas at the SOCC and FOCC shall provide three operating 
console positions each supporting a two-man operating crew of a Satellite 
System Operator (SSO) and a Crew Chief (CC).  Operating consoles for the SSO 
and CC will consist of two video display terminals with keyboard and mouse 
for each of the two operators.  A Ground System Operator position will be 
provided with a video display terminal with keyboard and mouse.  Two 
alternate consoles, each  with  two video display terminals with keyboard 
and mouse, are to be provided.  Additionally,  IPACS shall provide four 
video display terminals with keyboard and mouse for the DMSP scheduling 
function, and two additional for the Navigation function, to be located  
external to the Operations area.

Additionally, three operating positions, with DEC AlphaStation 400 4/233 
workstations identical to those provided with SOMS, co-located with the 
TIROS schedulers external to the Operations area, shall be provided.

50-DDNE-6-90029

	SECTION 6

	SYSTEM REQUIREMENTS

6.0  IPACS SYSTEM REQUIREMENTS

The functionality provided by PACS for NOAA TIROS satellite operation will 
be provided by IPACS for TT&C support of DMSP series 5D-2 and 5D-3 satellite 
operations.  The IPACS will substitute for and provide the functional 
equivalent of MPSOC processing functions to interface with contractor-
furnished switching and DMSP communications functions of the control 
centers.  The IPACS contractor will perform necessary modifications and 
development of IPACS and DMSP software and hardware to achieve the required 
integrated operation.   

6.1  Telemetry Processing

IPACS shall interface with GFE Dual Decommutator and Command Processors 
(DDCP) for front-end processing of DMSP telemetry data.  IPACS will accept 
the output of the DDCP for subsequent processing to present to operators 
telemetry information in the same manner and with the same features as 
provided by PACS for operation of NOAA TIROS satellites.  It shall 
incorporate all telemetry processing features provided by the current DMSP 
ground system that are required for DMSP operation.  Post processing of DDCP 
telemetry output data shall be performed in IPACS TCS processors with 
capability to perform the display generation, limit sensing, History and 
Trends file generation functions for five telemetry data streams 
simultaneously.  It shall have capability for processing 3000 telemetry 
mnemonics required for DMSP operation.  

6.1.1 Decommutation

IPACS DDCPs shall decommutate all modes of DMSP telemetry to accommodate the 
downlink rates of  2, 10, and 60 kbps, with 4 major and 52 submodes of  
telemetry  operation. The DDCPs perform the decommutation, deinterleaving, 
and data reformatting of the multiplexed Return Link  stored mission payload 
data, and decommutation of the realtime EST telemetry.  The DDCP 
decommutation process creates telemetry data point values with 
identification ("tagged/value pairs") which are not compatible with existing 
PACS telemetry processing features.  The IPACS will process decrypted raw 
DMSP telemetry tagged/value pairs into a format compatible with the PACS 
telemetry processing functions of the TCS.  IPACS telemetry display, 
History, and Trends data will be accessible by system operators in the same 
manner as provided by the PACS.

6.1.2 Data Display

IPACS shall provide display devices including 19" glare-free color monitors 
and associated  local printers at operator positions, common user color 
logging printers, common user color graphic hard copy devices, and high-
speed line printers.  IPACS shall provide user- definable color displays 
using a page building utility.  Each color monitor shall be capable of 
simultaneous display of up to four pages.  Display formats shall include 
Engineering Unit (EU), raw, hex, octal, and text.  An operator initiated 
filtering capability for event  pages shall be provided for display of limit 
violations only.  Limits shall be data base and user-defined with five 
levels of limit violations, including parameter delta limits.  Telemetry 
displays shall contain mnemonic, value, units and flags for each parameter. 
 IPACS shall provide a real-time color plot capability for up to four 
parameters per plot.  IPACS shall provide a dwell data display whereby all 
dwell data values are displayed simultaneously.
 
6.1.3 Data Archiving

IPACS shall provide on-line history files for each of five satellites, 
containing  telemetry data, data quality, operator inputs, status data, and 
events.  History files will maintain a  record of telemetry data for the 
current and most recent ten days in an on-line circular buffer.  IPACS shall 
provide a method for consolidating and merging fragmented, out-of- sequence 
data to form non-overlapping, time-sequential data sets.  IPACS shall 
provide capability for off-line archive of history file data on removable 
storage media, recorded at an operator-established interval.
   
6.1.4 Data Playback

IPACS shall provide playback of on-line stored and archived  telemetry 
history data for all real-time processing functions.  IPACS shall provide 
adjustable playback rates up to a maximum of 100 minor frames per second.  

6.1.5 Pseudo Telemetry Processing

IPACS shall create a data base of pseudotelemetry whereby a new telemetry 
data point value is created by data base contained  algorithms applied to 
data points contained in the telemetry data stream.  The pseudotelemetry 
process shall accept user-defined mnemonics and user-defined equations to 
generate pseudotelemetry data points.  IPACS shall provide for 100 
pseudotelemetry points for each of six satellites.  Pseudotelemetry shall be 
processed as realtime telemetry, including limit checking for parameter 
value and delta value checks. 

6.1.6 Dump Comparison

IPACS shall provide automatic comparisons of dump telemetry data when a dump 
file is closed as well as manually initiated dump comparison to compare dump 
data with a reference file.  It shall provide a scrolling monitor display of 
comparison results as well as a printed dump comparison report.  

6.1.7 State Check

IPACS shall provide a state check capability whereby a record of the 
satellite status at Loss of Signal (LOS) is automatically compared with the 
satellite status at a subsequent Acquisition of Signal (AOS).  The 
comparison will be corrected for the status changes attributable to 
scheduled stored command table executed commands between acquisitions and 
will identify status changes that were not scheduled.  

6.2  Command Processing

Control of and operation of DMSP satellite equipment and instruments shall 
be by means of a ground-to-satellite command link over which IPACS-generated 
digital commands are transmitted.  IPACS shall provide on-line command 
generation capability for TCS binary command input to the DDCP to convert to 
 ternary signal for input  of the KGT-61 encryption equipment. 

6.2.1 Command Modes

IPACS shall support simultaneous command operations for up to four command 
configurations per TCS.  Commands shall be initiated by operator keyboard 
entry, by automated schedule control based on Universal Time Coordinated 
(UTC) time tags, or by a command procedure or control file.

6.2.2 Satellite Loads

IPACS shall interface with the DDCPs which provide uplink formatting for 
transmission of DMSP satellite loads.  Satellite loads include Standard 
Control Processor (SCP) onboard processor stored command table, ephemeris, 
Power On Processor (POPS), Programmable Information Processor (PIP) loads, 
Star Table, OLS program loads, and mission sensor loads.  The IPACS TCS 
shall provide command load verification by memory dump and automatic dump 
comparison.

6.2.3 Command Verification

IPACS shall support the following command verification functions:

	 Criticality checking
	 Prerequisite state checking
	 Telemetry Verification (TV)
	 Command Verification (CV)
	 Command Authentication (CA)

The criticality checking function shall be used to identify critical 
spacecraft commands.  These commands must be validated by the spacecraft 
controller before they are sent.  The list of critical commands shall be 
maintained within the command database.

The prerequisite state checking function shall determine, through spacecraft 
telemetry, that the spacecraft is in the proper state to issue a specific 
command.  The command database will indicate which commands have 
prerequisite states and how to check that state.  An example might be that 
the spacecraft tape recorder may only be placed into fast forward (or 
rewind) from a stopped condition.

The TV function shall, at an operator-established interval, search received 
telemetry for expected changes among selected discrete bi-level telemetry 
values.  These values correspond to commanded states, and indicate proper or 
improper execution of a particular command.

The CV function shall consist of relating a transmitted command with the 
Command Verification (CV) word returned in the satellite telemetry.  During 
real-time commanding, CV words shall be examined to determine that commands 
are successfully received and executed. On-line, real-time verification of 
commands will be accomplished by the DDCP, which will monitor the CV words 
contained in the satellite telemetry.  CV words shall be available for 
display in hexadecimal and the equivalent English descriptor, in 
standardized monitor screen locations.  Provision shall be made to enable, 
disable, and adjust the CV time delay.
 
The CA status is generated by the spacecraft Command Authentication 
equipment and is contained in the Equipment Status Telemetry (EST).  
Authentication will be verified in  the DDCP and occurs before the DDCP 
transfers commands for encryption and uplink transmission.  Authentication 
will not be applied to command loads.  The time the ground system spends 
awaiting the spacecraft response shall be operator selectable.  The operator 
shall be provided with spacecraft and ground system authentication status 
and shall be able to carry out all functions for management of the 
authentication process.

6.2.4  Command Encryption

Command encryption for DMSP is performed by the KGT-61 provided as GFE.  The 
DDCP provides synchronization for the ground-to-space key generators (KG).  
The IPACS via shall interface with the KG equipment to initiate, monitor, 
key and resync the satellite COMSEC equipment and attach authentication 
messages to satellite commands.

6.2.5  Clock Correction

IPACS shall, by operator selection, calculate the  drift from ground system 
time by the satellite command clock.  IPACS shall automatically generate the 
command sequences to correct  satellite clocks.

6.2.6  Automatic Retry

IPACS shall provide an automatic command retry function which can be enabled 
or disabled by the CSO.  The retry function shall be initiated upon command 
verification failure.  Indication of a successful command shall terminate 
the retry process.  Operator capability to select up to three automatic 
retries and to stop or skip commands shall be provided.

6.3 Ground System Management

IPACS shall  provide centralized, automated management of the DMSP SOCC, 
FOCC, and ARTS SCU ground system configuration,  providing configuration 
control and status data collection on hardware and primary interfaces.  The 
IPACS equipment control and monitor function shall be implemented using the 
Operational Monitor, Status and Control (OMSC) of the PACS, modified 
to accommodate DMSP devices and interfaces, including protocols, drivers, 
and control devices.  Ground system management shall originate from a daily 
schedule, command procedure, or manual operator input.  OMSC software is to 
be retained to the extent possible.

6.3.1  Ground System Initialization

The TCS shall accept schedule driven or operator-entered configuration 
directives to initialize and terminate data paths for Pre-pass, Pass, and 
Post-pass Operations.  It shall initialize all baseband equipment, telemetry 
and command paths, switching, KG crypto devices, SCUs, and external 
interfaces.

6.3.2  Ground System Failover

IPACS shall provide capability for operator initiated directives to cause 
failover to redundant equipment and interfaces in the event of failure of 
on-line equipment or interfaces.

6.3.3  Performance Accounting and Reporting

IPACS shall provide an on-line accounting system to automatically log all 
data segments recovered, equipment configurations in effect, data collection 
opportunities missed, system failures encountered and link errors 
experienced.  This program shall maintain statistics for daily, weekly, and 
monthly periods, and for individual orbits.  As a minimum, it shall generate 
the same information currently contained in the PACS System Performance and 
Data Accountability Report (SPADAR), and shall produce reports upon request.

6.3.4  Local Area Network (LAN) Monitoring

The IPACS LAN provided to interconnect computers, work stations, and 
peripheral devices shall include a performance monitoring capability.  The 
LAN will be monitored for traffic loading and errors, and will automatically 
detect and correct transmission errors.  IPACS shall  provide a  LAN 
monitoring station which shall output major errors for inclusion as events 
in the IPACS equipment status. 

6.4  History/Trends Subsystem

IPACS shall process all modes of DMSP telemetry to present to system 
operators access to history and trends data in a manner compatible with PACS 
telemetry processing functions of the TCS.  Such processing is to be 
accomplished by addition to or modification of either or both the IPACS or 
DDCP hardware and software.  IPACS processing shall create and process 
History and Trends archival files to be accessible to all IPACS users.  

6.4.1  History Archives

IPACS shall automatically store  telemetry data for up to four satellites, 
including dwell and dump data, with associated quality data, in time-indexed 
history archive files.  IPACS shall automatically merge all realtime and 
stored mode telemetry for each satellite, removing all duplicate data and 
filling data gaps as missing data becomes available.  IPACS shall create 
daily history files corresponding to an actual satellite orbit.

IPACS shall  provide on-line history files for the current and most recent 
ten days in an on-line circular buffer and automatically purge the oldest 
data.  Via operator initiation, IPACS shall provide capability for off-line 
archive of history files on removable storage media.

6.4.2  Trends Processing

IPACS shall incorporate automated processes to retrieve history data for 
statistical analysis and on-line storage of resultant trends data.  Data 
resulting from the trends analysis shall be maintained on-line for each of 
four satellites for a period of one year, then archived to tape.
  
6.4.3  Trends Analysis

IPACS shall automatically process history file data to determine the 
minimum, maximum, mean, variance, and standard deviation values for each 
parameter over each orbit to create an M3  data file.  M3 data files shall 
be written to a Trends Data Base on a per-orbit basis.  IPACS shall provide 
the capability to copy history data into an operator's designated work space 
where  additional user-defined statistical measures can be generated beyond 
those produced by the automatic trends processing. 

6.5  Communications Requirements

IPACS shall interface with AFSCN communications networks for acquiring data 
from, and commanding through the AFSCN ARTS locations.  It shall interface 
with GFE Time Division Multiplexer (TDM) Satellite Communications 
Units (SCU) to send operational and configuration parameters for routing of 
data through AFSCN wideband and DMSP INTERNET links.  IPACS will access 
status data and timing from the SCU.

6.5.1  Wideband Data

AFSCN wideband communications links will consist of a 230.4 Kbps DOMSAT 
"Forward Link" half-duplex channel to each of the ARTS for data 
transmissions, and a 3.2256 Mbps DOMSAT "Return  Link" encrypted channel 
from each of the four DMSP enhanced ARTS. 

Forward link transmissions will consist of 30 Kbps simulated housekeeping 
telemetry,  28.8 Kbps Commanding, and 1.2  Kbps file transfer data.  Return 
Link channels for receiving data from the ARTS, will provide 3.2256 Mbps 
multiplexed channels for  2.6624 Mbps mission data, 2, 10, or 60 Kbps 
housekeeping telemetry, 28.8 Kbps command echo data, 1.2 Kbps file transfer 
data, and 600 bps site status data from the DMSP enhanced ARTS for a total 
of four 3.2256 Mbps receive channels at the SOCC and FOCC.

IPACS shall provide for the routing of wideband data as received, to the 
Sensor Engineering Support Unit at the SOCC.

6.5.2  DMSP INTERNET

IPACS shall interface with the DMSP INTERNET of leased full-duplex, 56 Kbps 
channels to interconnect DMSP control centers with AFSCN control centers and 
with the sustaining engineering support facilities at the Payload 
Integration and Test Facility (PITF), Vandenberg AFB, and LM-ASD.  The IPACS 
shall not preclude upgrade to 1.544 Mbps (T1) INTERNET interconnection 
links.

6.5.3  External Interfaces

The SOCC/FOCC will interface via AUTODIN with USSPACECOM SSC to receive 
orbital element sets and with SPADOC, in support of DMSP operations.

6.6  IPACS Timing

IPACS shall be configured to accept GFE GPS  timing reference at the SOCC 
and FOCC for distribution to IPACS TCS computers.  IPACS shall maintain 
time-of-day to an accuracy of one millisecond  for use by applications 
software. 

6.7 Advanced Flight Vehicle Simulation Facility (AFVSF) Integration

IPACS shall incorporate the AFVSF provided as GFE to support operator 
training, system checkout, procedure validation, flight software validation, 
and loop-back testing through the ARTS. 

6.7.1 AFVSF Local Mode Operations

IPACS shall configure SOCC/FOCC routing and processing such that acquisition 
of data and commanding the AFVSF will appear to control center operators as 
an in-orbit satellite. 
It shall route operator generated, or stored commands to the command 
processing function of the DDCP for formatting and subsequent encryption as 
input to the AFVSF.  It shall route AFVSF telemetry output for decryption 
and input to the DDCP for telemetry processing for input to IPACS for 
handling as a realtime DMSP satellite pass.    

6.7.2 AFVSF ARTS Loop-Back Mode

IPACS shall configure SOCC/FOCC routing and processing such that AFVSF 
telemetry output will be routed to an ARTS for loop-back operation.  IPACS 
shall interface through the SCU to AFSCN Forward Link communications to the 
ARTS DMSPI rack for loop-back via the Return Link.  Operation of the AFVSF 
in the ARTS loop-back mode will appear to control center operators as an in-
orbit satellite. 

6.8  DMSP Scheduler

IPACS shall provide a DMSP Scheduler capability as an adaptation of the 
Satellite Operations Management System (SOMS) developed for scheduling 
NOAA's TIROS satellites.  It shall be of the same architecture, using 
hardware of the same type and model as the SOMS. It shall be a design goal 
to reuse the existing SOMS software and/or operations framework to the 
maximum extent possible, subject to the constraints of cost, schedule, and 
technical risk/feasibility. The contractor shall develop and deliver the 
DMSP Scheduler complete with the rules and resource data bases to meet the 
unique requirements of DMSP operations.

The DMSP Scheduler shall provide functional duplication of all the existing 
PLANS capabilities, including ephemeris generation, scheduling, daily 
planning, and flight code configuration, modified as necessary for proper 
interaction within the IPACS framework.  The baseline design shall duplicate 
all existing PLANS external interfaces precisely, including both input files 
and products received from the Air Force and output files and products 
supplied to the Air Force.

50-DDNE-6-90029
	
      SECTION 7

 	ACCEPTANCE TEST AND DEMONSTRATION PROGRAM

7.0  GENERAL TEST REQUIREMENTS

The hardware and software developed under this contract shall be designed, 
implemented, and certified using a formalized methodology consistent with 
best commercial practices.  All software and hardware delivered shall be 
verified and accepted via a structured and comprehensive test program, 
designed by the contractor and approved by the government, to ensure the 
delivered product is fully compliant with user requirements. 

The contractor shall conduct a series of reviews to establish that system 
requirements have been properly identified and satisfied by the system 
design and implementation approach.  The contractor shall conduct system 
reviews including a System/Software Requirements Review, a Preliminary 
Design Review and a Critical Design Review.

IPACS shall be developed and tested in phases, according to the provisions 
of the Quality Assurance program, (Section 13), and in keeping with test 
plans prepared by the contractor. All testing, whether conducted in-plant or 
on-site, shall be conducted in accordance with contractor-developed test 
plans and detailed test procedures approved by the government prior to 
commencement of testing.

7.1  Hardware

Hardware included in the IPACS design, both GFE and contractor-furnished, 
after analysis shall be certified by the contractor as acceptable for 
inclusion in the IPACS configuration.
 
7.1.1  Hardware Requirements Determination

The contractor shall analyze system requirements, develop a specific 
hardware architecture, evaluate candidate equipment, and designate the 
specific equipment selections (by make and model) prior to the CDR.  The 
contractor shall document the hardware design in a Hardware Configuration 
Description document.



7.1.2  Hardware Development and Acquisition

Hardware developed or acquired for use in IPACS shall be fully compatible 
with the GFE hardware.  The contractor shall ensure that devices developed 
or purchased for IPACS comply with the technical requirements, are available 
in sufficient quantity, and will continue to be supported by the respective 
vendors.

7.1.3  Hardware Certification

The contractor shall certify the suitability of each distinct hardware item 
developed or purchased for use in IPACS.  Tests shall be performed to ensure 
that each item is compatible with the remainder of IPACS.  After a 
successful compatibility test, additional units of a particular item need 
only pass receiving tests, or contractor acceptance tests for IPACS 
certification.  Hardware certification test reports shall be provided to the 
COTR.  The government reserves the right to witness hardware certification 
testing.  There shall be no formal acceptance of hardware by the government 
until the on-site Systems and Acceptance Tests are satisfactorily completed.

7.2  Software

7.2.1  Software Requirements Analysis

The contractor shall conduct a requirements analysis and shall develop the 
design for the IPACS software.  The design shall be the result of a logical, 
and structured process and may incorporate current CAD/CASE technology.  The 
contractor shall document this design in a Software Design Description 
incorporating design specifications for each process, and identifying each 
component module.  The contractor shall generate test procedures to verify 
the performance requirements for each process. 

7.2.1.1  Software Requirements Review

The contractor shall conduct a formal Software Requirements Review (SRR).  
This SRR shall formalize system requirements and properly identify the 
software processes to meet the requirements.


7.2.1.2  Preliminary Software Design Review

As part of the system Preliminary Design Review (PDR),  the contractor shall 
present the system software design and establish that it satisfies system 
functional and performance requirements.  The contractor shall submit 
models, simulations, and load calculations as necessary to substantiate the 
proposed design.  The contractor shall develop top-level design 
specifications for each process, and shall identify each module to be 
incorporated in the processes, as a PDR requirement. 

7.2.1.3  Critical Software Design Review

As part of the system Critical Design Review, the contractor shall deliver a 
complete Software Design Description (SDD), with design specifications for 
each process.  The contractor shall also deliver a Software Verification 
Plan (SVP) which incorporates test specifications for each of the processes 
to be developed. 

7.2.1.4  Software Implementation

The contractor shall code, document and integrate individual software 
processes and modules in accordance with NESDIS Standard No. S24.706, 
included in Appendix F.

7.2.2  Process Certification

The contractor shall conduct tests to validate and certify each process.  
The contractor shall provide test procedures, data, and results to the 
government, for each process.  The tests and test results shall be 
reproducible by government personnel or government contractors, to verify 
the functional performance of each process and to demonstrate that their 
performance is consistent with the overall system design.  

7.2.3  Software Integration Tests

Software integration tests shall be conducted by the contractor in the 
contractor's software development facility, upon the availability of 
certified software processes.  Integration tests shall be conducted as the 
certified processes are integrated into the system.  The number and 
frequency of integration tests shall be a function of the number of 
processes in the approved design.  Integration tests shall impose an 
expanding set of criteria, evolving to incorporate increasingly the system 
requirements developed during the design phase.  The government reserves the 
right to witness integration tests.  As was the case in process testing, the 
contractor shall provide test procedures, test data, and test results which 
can be used by the government or its contractors to duplicate contractor 
integration testing.

7.3  System Tests

System tests will be conducted by the contractor in the contractor's 
development facility upon the successful conclusion of software integration 
tests.  An In-plant System Test will be conducted with the hardware 
configuration provided for developmental purposes.  On-site System Tests 
will be conducted after system delivery to the SOCC and FOCC where the final 
equipment configuration, with requisite communications services are in 
place.  

7.3.1  In-plant System Test

An In-plant System Test shall be conducted at the contractor's facility for 
each deliverable version of IPACS.  DMSP satellite telemetry, recorded on 7 
channel 1/2 inch analog instrumentation tape, will be furnished by the 
government, and shall be used as primary data input for in-plant system 
testing.  All software modules and all hardware system components shall 
satisfactorily complete System Testing as a prerequisite for installation at 
the government facilities.  The contractor shall propose a plan for 
conducting the In-plant System Test.  These tests shall be conducted in 
accordance with contractor-provided, government-approved, test plans and 
procedures, using government-provided personnel as test operators, at the 
discretion of the contractor.

7.3.2  On-site System Test

An On-site System Test shall be conducted at the SOCC and at the FOCC upon 
delivery, installation, and initialization of delivered equipment.  Tests 
shall be conducted in parallel with live operations and may use live, 
recorded, or simulated telemetry inputs, as appropriate.  Tests shall be 
designed to avoid loss of operational data and shall result in no impact to 
ongoing DMSP operations.  These tests shall be conducted in accordance with 
contractor-provided, government-approved, test plans and procedures, using 
government-provided personnel as test operators.

7.4  System Acceptance Test

System acceptance shall occur only after the system has passed functional, 
peak load and durability testing.  On-site System Tests when successfully 
completed will certify the functionality of the system.  A peak load test 
shall be performed, using simulated data if necessary, to verify the peak 
load capacity of the system, as described in section 5.1.1.  Durability 
testing shall be conducted with the system accepting normal DMSP operational 
workload during the durability test period.  Each day, during the system 
acceptance testing periods, the government will make available and schedule 
AFSCN ARTS, e.g. antennas, command equipment, receivers etc., for test 
purposes.  Available time blocks are determined by the DMSP operational 
schedule and will be coordinated through the DMSP Planning activity.  AFSCN 
communications facilities between the SOCC, FOCC, AFSCN, and DMSP  locations 
 will be installed and made available as required for use during the testing 
period. 

The performance period for  durability testing shall begin after successful 
conclusion of the On-site System Tests at SOCC and FOCC and shall end when 
the system has met the standard of performance for 30 consecutive calendar 
days at each location.  Acceptance will occur after the system has operated 
for 30 days in conformance with contract specifications at an availability 
of 0.998 or greater. 

50-DDNE-6-90029
	
      SECTION 8

	TRAINING

8.0 TRAINING PLAN

The contractor shall develop and submit a training plan not later than six 
months prior to the scheduled delivery of the system.  This training plan 
shall be consistent with the provisions of NESDIS Standard No. S24.804, 
included as Appendix D.  This plan shall define courses of study recommended 
by the contractor to qualify the government O&M personnel on the new system, 
and include instructor lesson plans for on-going USAF training at FOCC.  The 
plan shall identify course locations, schedules, durations, and recommended 
training aids. Upon the government's approval of the training plan, the 
contractor shall develop courses of instruction for all contractor-developed 
hardware and software, and shall arrange appropriate courses of study for 
OEM system components.

8.1  Contractor-developed Courses

The contractor-provided training plan shall include contractor-developed 
courses of instruction covering each of the system functions.  Training to 
be provided by the contractor is discussed below.  The government will have 
the right to videotape all or any portions of the training provided.

8.1.1  IPACS Overview

The training plan shall include four 2-day system familiarization seminars, 
each accommodating twelve persons.  Two seminars shall be held in the 
Suitland area, and two at Falcon AFB.  These sessions shall be scheduled by 
the COTR for the primary benefit of supervisory and managerial personnel.  
Topics shall include SOCC and FOCC hardware capabilities, interfaces, 
systems software, applications software, and mission support capabilities.

8.1.2  Computer Systems Training

The training plan shall include six 5-day courses of instruction for the 
specific benefit of personnel operating the IPACS computers.  Each course 
shall accommodate eight persons.  Three courses shall be held in the 
Suitland area, and three at FOCC at Falcon AFB.  Topics to be covered shall 
include operation and diagnostic testing of each IPACS computer and 
peripheral device, use of the vendor-provided computer operating system, 
loading and initiating foreground and background processes, and system 
utility and housekeeping programs.

Computer Systems Training is a companion course to Satellite Operations 
Training described below. 

8.1.3  Satellite Operations Training

The training plan shall include six 5-day courses of instruction for the 
specific benefit of satellite operations personnel at the SOCC and FOCC.  
Each course shall accommodate ten persons.  Three courses shall be held in 
the Suitland area, and three at FOCC at Falcon AFB.  Topics in this course 
shall include hardware start-up, computer program loading and 
initialization, display generation and selection, MMI command structures and 
system responses, telemetry limit adjustment, display console diagnostics 
and reconfiguration, and the use of all system operational functions.  This 
course shall use hands-on techniques, and the course material provided each 
student shall include a comprehensive explanation of each function key, 
system command, system response, display function, and graphic device 
capability.  Training on operation of crypto equipment will be included. 

When scheduling Satellite Operation Training, the prerequisite nature of 
Computer System Training discussed above shall be considered.

8.1.4  Software Maintenance Training

The training plan shall include one 15-day course of instruction for the 
specific benefit of software maintenance personnel.  This course shall be 
held in the Suitland area and shall accommodate eight persons.

Two major components of this course shall be systems software and 
applications software.  The systems software portion shall cover the 
operating system, compilers, assemblers, link editors, file managers and 
utilities.  The applications portion shall include a refresher in the 
programming language used, descriptions of each program, process and module, 
and permanent file, as well as descriptions of all temporary files and 
internal interfaces.

Course material provided each student shall include two volumes covering 
each of the major topics and including process flow diagrams and other 
information necessary for troubleshooting, for updating the operating 
system, for replacing data bases, for linking temporary code patches, and 
for regenerating the real-time applications program.

8.1.5  Analytical Capabilities Training

The training plan shall include two 5-day courses of instruction for the 
specific benefit of  satellite engineers providing sustaining engineering 
support for the satellite and its instruments.  One course shall be held in 
the Suitland area, and one in the FOCC.  Each course shall accommodate eight 
persons.  Each course shall include the use of analytical software or 
functions provided with the system, and techniques for developing, reducing 
and handling telemetry information.

8.2  OEM Maintenance Training

The training plan shall include training on the operation and maintenance of 
other Original Equipment Manufacturer (OEM) supplied items.  OEM training 
shall include one course each at SOCC and FOCC to accommodate six persons at 
each location.  Length of training shall be consistent with complexity of 
equipment and material covered.  Proposed courses may be conducted by the 
equipment manufacturer with administration and content of these courses the 
responsibility of the IPACS contractor.

8.3  GFE Maintenance Training

The training plan shall include training on the operation and maintenance of 
GFE-supplied items.  GFE training shall include one course each at SOCC and 
FOCC to accommodate six persons at each location.  Proposed courses may be 
conducted by the equipment manufacturer with  administration and content of 
these courses the responsibility of the IPACS contractor.

50-DDNE-6-90029

	SECTION 9

	DOCUMENTATION

9.0  DOCUMENTATION

Sections 9.1 through 9.4 below, address IPACS documentation requirements. 

9.1  Operations and Maintenance (O & M) Manuals

The contractor shall provide O & M manual(s) for all hardware provided with 
IPACS.  One of the O & M manuals shall provide an overview of the entire 
IPACS including a functional description of each major element.  The 
overview manual shall be illustrated with diagrams providing a graphic 
presentation of IPACS, its inputs and outputs, and its relationship with 
other elements of the polar ground system.

Each O & M manual shall comply with the provisions set forth in Appendix A, 
NESDIS Standard No. s24.801 - Preparation of Operations and Maintenance 
Manuals.  The contractor shall provide copies of draft manuals to be used by 
students attending the hardware, operations and maintenance training.  The 
government shall have two months to review these documents and provide 
comments to the contractor.  The contractor shall incorporate all comments 
provided by the government into the final documents.  The contractor shall 
have two months to incorporate all comments provided by the government into 
the final documents.  The contractor shall provide 16 final copies of O & M 
manuals prior to the completion of IPACS final acceptance.

9.2  Contractor Supplied Software and User Manuals

Manuals shall be provided as defined in the following subsections and shall 
be written in accordance with standards for documentation listed in Appendix 
F, and FIPS Publication 38 as stated in the following subsections.  All 
contractor-supplied software other than commercially available computer 
manuals  shall be covered in this documentation.  




9.2.1  Software Maintenance Manual

Scope and content of the Software Maintenance Manuals shall be in accordance 
with Section 2, Software Maintenance Documentation, of Appendix F.

Twelve sets of the final Software Maintenance Manual shall be delivered to 
the government within two weeks after completion of training.

9.2.2  Data Base Manual

The contractor shall supply data base documentation describing all data base 
elements contained in IPACS.  This includes all operator and system-
modifiable data areas in memory or stored in external disk or tape.  The 
data and file description must be in accordance with FIPS Publication 38, 
sections 3.2 and 3.5.

Twelve copies of the final Manuals, incorporating "as built" changes, shall 
be delivered two months after the start of acceptance testing.

9.2.3  Users Guides

Scope and content of the Operator/User manuals shall be in accordance with 
section 3.3.5 of NESDIS Standard No. S24.801, and section 3 of NESDIS 
Standard No. s24.806.

Twenty-five copies of the final Operator/User manuals shall be delivered to 
the government within two weeks after completion of the satellite operations 
training course.

9.3  Source Listings

Three copies of final IPACS software source code, in both hard copy and 
machine readable format, must be provided by the contractor within thirty 
days after final acceptance.  Listings are to be delivered in bound form 
with each module labeled.  Source code shall be in accordance with the 
software development standards given in Appendix F.  Listings of all code 
and data areas loaded into RAM or ROM of any IPACS custom interfaces must be 
provided.


9.4  Interface Control Document

The IPACS contractor shall prepare an Interface Control Document describing 
all electrical and data transfer media interfaces with IPACS, excepting 
operator interfaces.

Description of electrical interfaces shall include at least the following:

	Narrative description of purpose of interface and explanation of events 
and states of the interface

	Applicable industry or Federal standards

	Location

	Physical and electrical characteristics such as cable type and 
length, connector types, pin configurations, voltages, 
impedances, timing information

Description of interfaces with data transfer media shall include at least 
the following:

	Narrative description of the interface including purpose and use

	Applicable industry or Federal standards

	Physical description of media

	Format of data on media

	Data content, including block/record/file lengths, header and trailer 
descriptions, bit and word assignments, and any other 
information useful in describing the data content for 
interface purposes.

50-DDNE-6-90029

	SECTION 10

	INSTALLATION AND INTEGRATION

 PRIVATE  10.0 PHASED INSTALLATION REQUIREMENTS tc  \l 1 "10.0 PHASED 
INSTALLATION REQUIREMENTS" 

The contractor shall deliver, install, and integrate IPACS at the Suitland 
SOCC and the Falcon FOCC on a phased basis.  Sufficient GFE will be made 
available to initially install three operational data processing "strings" 
at the SOCC.  The installation the SOCC will demonstrate the functional 
capabilities of the IPACS and establish Initial Operating Capability (IOC). 
 Additional GFE will be made available after closure of the Offutt AFB MPSOC 
for installation of three data processing strings at FOCC.

10.1 Site Plan

Three months after award of contract, the contractor shall provide the COTR 
with an installation and integration schedule and preliminary site 
preparation requirements for power, air conditioning, floor space, etc.  
Preliminary site preparation requirements shall include requirements for the 
physical security of GFE KG cryptographic equipment, as defined by National 
Security Agency (NSA) standards.  A detailed site plan shall be submitted to 
the COTR six months prior to IPACS delivery and shall specify the location 
of electrical and communications terminations furnished by others in the 
area allocated for IPACS  installation. At least three months prior to 
delivery at each site, the contractor shall visit the sites to discuss the 
IPACS delivery, installation, and integration with the NOAA and USAF Site 
Managers, staff, and the COTR.

10.2  Site Description

SOCC is located in FB-4, Suitland, Maryland.  The SOCC DMSP polar operations 
command and control center has been allocated approximately 2600 ft.2 of 
environmentally-controlled raised floor space for the IPACS Operations Area. 
 DMSP operations at the SOCC will be collocated with the TIROS polar and 
GOES geostationary satellite operation, which have a similar allocation of 
floor space.  A common user Launch Control Room contains government 
furnished workstations which will be available to support launch and early 
orbit operations for the three satellite programs. 

FOCC is located at Falcon AFB, outside Colorado Springs, CO.  Floor space 
with protected power, raised floor, and air conditioning comparable to the 
SOCC DMSP operations area will be made available.  The IPACS contractor 
shall participate with designated USAF management to facilitate FOCC site 
preparation for the IPACS installation.  

10.3  IPACS Installation

Three months prior to installation, the contractor shall submit an updated 
version of the installation schedule and site preparation requirements to 
the COTR.  While installing and checking out the IPACS, the contractor must 
recognize the existing SOCC operates on a 24-hour, 7-day-a-week schedule.  
Hence, to assure minimum disruption of operations, the contractor is 
required to coordinate all activities with the SOCC Operations Manager (or 
his authorized representative) and the COTR.  

10.4  Cabling

The contractor shall provide and install all inter- and intra- system 
(signal and power) cabling associated with the IPACS equipment.  The 
contractor shall maintain isolation of classified  and non-classified signal 
cables as specified in NACSEM 5203, dated 1982 (Confidential).  This 
includes, but is not limited to cabling to and from existing station 
equipment, AC power, and interconnection to the signal ground system at each 
location.  All cables shall be in accordance with Appendix C, NOAA NESDIS 
Standard No. s24.803 for Cable and Wire Identification.  

10.5  Tools and Equipment

Tools, test equipment, and other necessary items for on-site installation, 
alignment, checkout, and testing shall be supplied by the contractor.  
Certain items, such as specialized test equipment and tools that are 
property of the government may be available on a non- interference basis.  
Utilization of such equipment shall be arranged through the COTR in advance 
and coordinated with the NESDIS Site Manager at time of use.

A set of all crimping tools and their associated manuals, necessary for the 
proper construction and assembly of interface cables, shall be delivered to 
each site, and become government property.

Any unique test equipment developed by the contractor for testing or 
checkout of IPACS shall be delivered to each site, and become government 
property.

50-DDNE-6-90029

	SECTION 11

	PHASE-OVER

11.0  PHASE-OVER REQUIREMENT

The contractor shall produce a Phase-Over Plan for government approval to 
phaseover primary DMSP operations from the MPSOC to the SOCC, and to verify 
FOCC operational readiness. Installation and integration of  IPACS at SOCC  
will occur while ongoing TIROS operations are being conducted with orbiting 
TIROS  satellites.  Delivery schedules for IPACS equipment shall be 
coordinated with SOCC management to minimize disruption to ongoing TIROS 
operations.  The objective of the phase-over activity is to install and 
integrate IPACS and achieve operational capability prior to deactivating 
existing DMSP MPSOC control capabilities.

11.1  Stand Alone Implementation

IPACS shall be implemented in a phased manner to permit integration and 
checkout as an independent operating facility, without interrupting ongoing 
satellite operations.  On-site  system testing of delivered hardware and 
software shall be conducted  to demonstrate functionality, prior to 
interfacing with the AFSCN.  Interfacing with operational AFSCN facilities 
for test purposes shall be conducted in a coordinated and controlled manner.

11.2  Phase-Over Plan

Systems tests will demonstrate full IPACS functional capability at the SOCC 
to achieve Initial Operational Capability (IOC).  The contractor shall 
develop, submit for the government's approval, and maintain the status of an 
IPACS phase-over plan identifying all interfaces with SOCC and AFSCN 
equipment and facilities necessary to verify system performance.  The 
initial phase-over plan shall be submitted 30 weeks after award of contract. 
 Final plan shall be submitted one month before installation begins and 
updated as required throughout the phase-over period until final acceptance 
after full functional and durability tests have been successfully completed. 

The phase-over plan shall include a period of operations in parallel with 
MPSOC control of the on-orbit DMSP satellites.  During this period the SOCC 
will demonstrate functionality and reliability prior to IPACS assumption of 
operational status.  Parallel operations will include telemetry processing, 
 responses to operator directives, and generation of realtime commands and 
command loads for input to the DDCP that will be inhibited before 
transmission to an ARTS. 

Upon acheiving IOC the SOCC will assume operational control of the DMSP 
satellites to permit closure of the MPSOC to make available required GFE for 
installation at FOCC.  The phase-over plan shall include the FOCC on-site 
system test and durability test and additionallly a test of the SOCC 
failover capabilities inherent in the IPACS design.

50-DDNE-6-90029

	SECTION 12

	MAINTENANCE SERVICES

12.0  MAINTENANCE REQUIREMENTS

IPACS maintenance requirements are discussed below.  Different approaches 
will be used to maintain GFE and contractor-furnished system elements.  
Depot maintenance for GFE will be in accordance with existing logistic 
support provisions of  the government.  The IPACS contractor shall provide 
remedial and preventative maintenance for GFE at the SOCC and FOCC during 
the interval beginning with delivery of the GFE to the contractor and ending 
six months after acceptance of IPACS.

Maintenance provisions shall be in addition to those provided by 
manufacturer's warranties, but do not exclude the use of warranties.

12.1 In-plant Maintenance on GFE

The contractor shall be responsible for all remedial and preventive 
maintenance of GFE while it is at his facilities for developmental purposes. 
 The contractor will provide GFE maintenance with in house resources or by 
sub-contract with a qualified services contractor. 

The contractor shall also be responsible for installation of engineering 
changes and software upgrades or changes as required to keep GFE hardware 
and software updated to the current revision level.  Engineering changes and 
software updates issued within 30 days of acceptance are to be installed 
within 60 days after acceptance.

Records shall be kept and reports made to the government on all maintenance 
performed and on engineering changes installed on the GFE prior to 
acceptance of IPACS.  

12.2  IPACS Maintenance Service

The contractor shall provide remedial and preventive maintenance service, as 
described below, on all hardware, from IOC until  final acceptance.  The 
IPACS contractor shall provide both preventative and remedial maintenance on 
all contractor supplied and GFE IPACS hardware.             

12.2.1  SOCC Maintenance Support

The IPACS contractor shall provide both preventative and remedial 
maintenance on all contractor supplied and GFE IPACS hardware at SOCC until 
successful completion of the Acceptance Test. Maintenance shall be provided 
at SOCC on a 24-hour-per-day, 7-day-per-week basis.  Remedial maintenance 
activities shall begin on-site within four hours of the government's notice 
requesting service by the contractor.  A hardware engineer/technician with 
at least one year of active participation in the development of IPACS shall 
be resident at the SOCC and available to assist in training, implementation 
actions, and problem resolution.

12.2.2 FOCC Maintenance Support

The IPACS contractor shall provide both preventative and remedial 
maintenance on all contractor supplied and GFE IPACS hardware at FOCC until 
successful completion of the IPACS Acceptance Test. Maintenance shall be 
provided at FOCC on a 24 hour per day, 7 day per week basis.  Remedial 
maintenance activities shall begin on-site within four hours of the 
government's notice requesting service by the contractor.  A hardware 
engineer/technician with active participation in the development of IPACS 
shall be resident at the FOCC and available to assist in training, 
implementation actions, and problem resolution.

12.2.3  Depot Level Maintenance

The IPACS contractor shall warrant, for a five-year period, the availability 
of  depot repair for all contractor-furnished IPACS equipment and provide 
addresses and telephone numbers of the depot repair facilities for all 
modules incorporated in IPACS.

Maintenance for government furnished KG crypto equipment will be performed 
by established USAF depot level maintenance procedures.


50-DDNE-6-90029

	SECTION 13

	QUALITY ASSURANCE

13.0 QUALITY ASSURANCE PROGRAM 

It shall be the responsibility of the contractor to establish and conduct a 
program of Quality Assurance.  The program shall ensure that items delivered 
under contract are of the highest quality, conform to the established 
technical requirements, are delivered according to established schedules, 
and are developed with an effective utilization of resources.

13.1  Definition

Quality Assurance, in the context of this document, refers to the planned 
and systematic pattern of actions necessary to provide confidence that 
products delivered under contract comply with all technical requirements, 
and are developed in an effective and timely manner. 

13.2  Requirements
The contractor shall submit a Quality Assurance Plan (QAP) for government 
approval which applies to all software delivered under this contract.  This 
includes purchased software, software which is adapted from the existing 
PACS, and contractor-developed software.  The QAP shall be a comprehensive 
document  describing the specific methodologies, techniques, inspections and 
tests which assure the quality of the software delivered.

13.2.1  Quality Audits

The contractor, in performance of this contract, shall conduct audits of the 
developing products.  The QAP shall describe the audit procedures to be 
used, it shall identify the documents to be audited, the type of audit to be 
conducted (walk-thru, inspection, validation, etc.), the number and 
frequency of audits, and the proportionate size of the sample to be audited. 

13.2.2  Reviews

The contractor, in performance of this contract, shall conduct formal 
reviews as listed below. The QAP shall describe the content and objectives 
of each and shall describe the mechanisms for incorporating changes 
resulting from these reviews. 

	1.	IPACS Requirements Review
	2.	Software Requirements Review
	3.	Preliminary Design Review (PDR)
	4.	Critical Design Review (CDR)
	5.	Software Verification Review
	6.	Managerial Reviews

13.2.3  Reporting and Control

The QAP shall describe a plan for reporting progress and status in the 
performance of this contract.  The QAP shall prescribe the types of reports 
to be issued (status reports, test reports, problem resolution reports, 
resource utilization reports, etc.) the content of these reports, the 
frequency, the distribution, and the responsible reporting element or 
function in the contractor's organization.

13.2.4  Documentation

The contractor, in satisfaction of this contract, shall produce and deliver 
the documents indicated below.  The QAP shall describe these documents, and 
prescribe the structure and content of each.

	1.	Software Requirements Specification (SRS)
	2.	Software Design Description (SDD)
	3.	Software Verification Plan (SVP)
	4.	Software Verification Report (SVR) (may be included in monthly 
reports)
	5.	Other (Integration Test Plans, User Guides)

50-DDNE-6-90029

	SECTION 14

	ADDITIONAL REQUIREMENTS

14.0  ADDITIONAL REQUIREMENTS

14.1  Spare Parts

The contractor shall provide spare parts in accordance with Appendix E, 
NESDIS Standard No. s24.805.  This standard provides for spare parts at the 
module and component levels, and for documentation and special tools.  For 
all failure prone assemblies, such as power supplies, spares shall be 
provided at the 10 percent level.  Spare parts for all commercial equipment 
including computers and computer peripherals are to be provided to the 
module or subassembly level.   Individual components on spared subassemblies 
are not required for commercially available hardware.  Redundant subsystems 
contained within IPACS do not satisfy the requirement for spare parts, and 
will be provided spare parts in compliance with NESDIS s24.805.

14.2  Software Development

14.2.1  Development Support Hardware

The contractor shall provide any and all hardware needed for software 
development support (e.g., high-speed line printers; PROM or PAL 
programmers; logic analyzers, and other test equipment).

14.2.2  Software

The contractor shall deliver the source code and listings of all IPACS-
specific software and all system developmental utilities used in developing 
unique IPACS software (source editor, compilers, assemblers, etc.) on a disk 
or tape in a system-compatible form.  The contractor shall provide an IPACS 
computer system performance monitor.  This monitor shall show the processor 
loading, memory loading, Disk I/O, etc. for IPACS running in real-time or 
under an IPACS real-time simulation mode.  If such utilities are contractor- 
licensed, then utilities licensed for the government's use must be purchased 
and delivered.

IPACS shall be delivered with the most recent release of the Operating 
System and all other commercial software.  If a new release of any article 
of delivered commercial software occurs within six months prior to system 
acceptance, an earlier release may be delivered but the new release shall be 
provided and integrated within two months after acceptance.

14.3  Technical Support Options

In addition to the maintenance requirements described in section 12.2, the 
contractor, shall as options, supply engineering/technical support for 
hardware and for software maintenance.  The support shall start at the time 
of expiration of the six month support as specified in section 12.2, and 
shall be provided on an 8-hour-per-day 5-day-per-week basis.

14.3.1 Technical Support for Hardware Maintenance

The contractor shall offer as options extension of the hardware maintenance 
technical support as specified in section 12.2, to  be provided on an 8 hour 
per day 5 day week basis.

14.3.1.1 The contractor shall offer as an option, extension of the hardware 
maintenance technical support at the SOCC as specified in section 12.2.1.

14.3.1.2 The contractor shall offer as an option, extension of the hardware 
maintenance technical support at the FOCC as specified in section 12.2.2.

14.3.2 Technical Support for Software Maintenance

Two (2) staff-years of technical support at SOCC are required per year over 
three (3) one- year periods.  Two systems engineers or technicians, each 
with at least one year of active participation in the development of IPACS, 
shall be resident at SOCC.   The Systems engineers or technicians shall 
assist the government in hardware implementation actions and problem 
resolution.  The engineers or technicians shall also assist the government 
in the planning, implementation, installation and integration of changes and 
enhancements to the IPACS, and assist in software optimization, utilization 
and problem solving for IPACS.
 
<PAGE>
 
Section D	50-DDNE-6-90029

SECTION D - PACKAGING AND MARKING

TABLE OF CONTENTS

D.1    PACKING FOR DOMESTIC SHIPMENT
D.2    PREPARATION FOR DELIVERY
D.3    CONTAINER MARKING
D.4    UNPACKING INSTRUCTIONS:  COMPLEX OR DELICATE EQUIPMENT

                                                                 
  

D.1    PACKING FOR DOMESTIC SHIPMENT
 
Material shall be packed for shipment in such a manner that will 
ensure acceptance by common carriers and safe delivery at 
destination.  Containers and closures shall comply with the 
Interstate Commerce Commission regulations, Uniform Freight 
Classification Rules, or regulations of other carriers as  
applicable to the mode of transportation. 


D.2   PREPARATION FOR DELIVERY

All technical data to be delivered to the Government shall be 
adequately packaged and packed to insure delivery to the 
Government in an undamaged condition.


D.3  CONTAINER MARKING

Containers shall be clearly marked as follows:

1. Name of Contractor
2. Contract No.
3. Description of items contained therein
4. Consignee's name and address 


D.4    UNPACKING INSTRUCTIONS:  COMPLEX OR DELICATE EQUIPMENT

Location on Container.  When practical, one set of the unpacking 
instructions will be placed in a heavy water-proof envelope 
prominently marked "UNPACKING INFORMATION" and firmly affixed to 
the outside of the shipping container in a protected location, 
preferably between the cleats on the end of the container 
adjacent to the identification marking.  If the instructions 
cover a set of equipment packed in multiple containers, the 
instructions will be affixed to the number one container of the 
set.  When the unpacking instructions are too voluminous to be 
affixed to the exterior of the container, they will be placed 
inside and directions for locating them will be provided in the 
envelope marked "UNPACKING INFORMATION".

Marking Containers.  When unpacking instructions are provided 
shipping containers will be stenciled "CAUTION--THIS EQUIPMENT 
MAY BE SERIOUSLY DAMAGED UNLESS UNPACKING INSTRUCTIONS ARE 
CAREFULLY FOLLOWED.  UNPACKING INSTRUCTIONS ARE LOCATED (state 
where located)."  When practical, this marking will be applied 
adjacent to the identification marking on the side of the 
container.
Page D - 2
 
<PAGE>
 Section F	50-DDNE-6-90029

                  SECTION F - DELIVERIES OR PERFORMANCE 
                   
 
TABLE OF CONTENTS

F.1	PLACE OF PERFORMANCE  
F.2  PERIOD OF PERFORMANCE (CAR 1352.212-72) (JUL 1985)
F.3  MAJOR FIELD MODIFICATIONS
F.4  TIME OF DELIVERY
F.5  CLAUSES INCORPORATED BY REFERENCE (FAR 52.252-2) (JUN 1988)
F.6  LIQUIDATED DAMAGES 


                                                                 
 
F.1	PLACE OF PERFORMANCE

The services and supplies to be furnished under this contract 
shall be performed and delivered to:
			
		U.S. Department of Commerce/NOAA/NESDIS
		Federal Office Building #4                          
          Suitland and Silver Hill Roads
		Washington, D.C.  20233 

		and

		Falcon Air Force Base
		Colorado Springs, Colorado


F.2  PERIOD OF PERFORMANCE (CAR 1352.212-72) (JUL 1985)
          ALTERNATE I (DEC 1985)

The period of performance of this contract is for thirty months, 
beginning 05/20/96 to 11/20/98, unless changed through the 
exercise of options, or contract modifications.


F.3  MAJOR FIELD MODIFICATIONS 

If the Government requests on-site field modification of 
equipment, the Contractor shall provide it on the same basis as 
furnished to other customers for the same type of equipment as 
supplied under the contract.  Engineering changes may also be 
sponsored by the Contractor.  Any on-site field modification of 
equipment will be by mutual agreement of both parties.

Page F - 1

F.4   TIME OF DELIVERY

The Government requires delivery to be made according to the 
delivery schedule listed in Section J, Attachment #12, of this 
letter contract. All parties agreed that the start date for 
contract performance was 05/20/96, which is the date given in the 
letter of intent for the start of contract performance.          
   
By acceptance of this contract award, the contractor acknowledges 
and accepts the critical importance of on-time delivery in 
accordance with Delivery Schedule, Attachment #12, Section J.  
Because of the critical importance of on-time delivery, Bonus Fee 
(see Section B) and Liquidated Damages (see F.6 LIQUIDATED 
DAMAGES) have been negotiated and included in this contract.


F.5   CLAUSES INCORPORATED BY REFERENCE (FAR 52.252-2) (JUN 1988) 
This contract incorporates one or more clauses by reference, with 
the same force and effect as if they were given in full text.  
Upon request, the Contracting Officer will make their full text 
available. 
 
    I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES 
 
	CLAUSE 
     NUMBER      DATE        TITLE 
 
     52.242-15  AUG 1989  STOP-WORK ORDER--ALTERNATE I (APR 1984)
     52.242-17  APR 1984  GOVERNMENT DELAY OF WORK 
    	52.247-34  NOV 1991  F.O.B. DESTINATION


F.6   LIQUIDATED DAMAGES 

In the event the contractor fails to make delivery of a fully-
functioning system in accordance with the schedule established 
herein, the Contractor shall pay to the Government, as fixed and 
agreed, liquidated damages for each calendar day's delay the sum 
of $     *        but not for more than   *   days.  

A fully-functioning system is one that has been documented by the 
Government to have passed all applicable tests in accordance with 
SECTION C, Section 7 Acceptance Test and Demonstration Program, 
and SECTION E, INSPECTION AND ACCEPTANCE.

Except with respect to defaults of subcontractors, the Contractor 
shall not be liable for liquidated damages when delays arise from 
causes beyond the control of and without the fault or negligence 
of the Contractor. Such causes may include, but are not 
restricted to, Acts of God or of the public enemy, acts of the 
Government, in either its sovereign or contractual capacity, 
fires, floods, epidemics, quarantine restrictions, strikes, 
freight embargoes, and unusually severe weather; but in every 
case the delay must be beyond the control of and without the 
fault or negligence of the Contractor.  If the delays are caused 
by the default of a subcontractor, and such default arises out of 
causes beyond the control of both the Contractor and the 
subcontractor and without the fault or negligence of either of 
them, the Contractor shall not be liable for liquidated damages 
for delays, unless the supplies or services to be furnished by 
the subcontractor were obtainable from other sources in 
sufficient time to permit the Contractor to meet the performance 
schedule.


    * To Be Negotiated.

 
<PAGE>
Section H		50-DDNE-6-90029
                SECTION H - SPECIAL CONTRACT REQUIREMENTS
                

TABLE OF CONTENTS
H.1    INSURANCE COVERAGE  (CAR 1352.228-73)  (JUL 1985)
H.2    UNAUTHORIZED INSTRUCTIONS FROM GOVERNMENT PERSONNEL
H.3    ORGANIZATIONAL CONFLICT OF INTEREST (CAR 1352.209-70) 
	     (JUL 1985)
H.4    HOLIDAYS AND ADMINISTRATIVE LEAVE
H.5    DISSEMINATION OF CONTRACT INFORMATION
H.6    CONTRACTOR COMMITMENTS, WARRANTIES AND REPRESENTATIONS 
H.7    HARMLESS FROM LIABILITY
H.8    COMPLIANCE WITH LAWS
H.9    NOTICE TO THE GOVERNMENT OF DELAYS
H.10   AUTHORITY TO OBLIGATE THE GOVERNMENT
H.11   ENGINEERING CHANGES
H.12   DUPLICATION OF EFFORT
H.13   OPTION TO EXTEND THE TERM OF THE CONTRACT -- COST-PLUS-   
         FIXED-FEE CONTRACT 
H.14   KEY PERSONNEL
H.15   TECHNOLOGY SUBSTITUTION
H.16   TECHNOLOGY SUBSTITUTION PLAN
                                                                 
                                                               

H.1   INSURANCE COVERAGE  (CAR 1352.228-73)  (JUL 1985)

Pursuant to the clause "Insurance - Work on a Government 
Installation (52.228-7)," the Contractor will be required to 
present evidence to show, as a minimum, the amounts of insurance 
coverage indicated below:

	(a)  Workers Compensation and Employer's Liability.  The 
Contractor is required to comply with applicable Federal and 
State workers' compensation and occupational disease statutes.  
If occupational diseases are not compensable under those 
statutes, they shall be covered under the employer's liability 
section of the insurance policy, except when contract operations 
are so commingled with a Contractor's commercial operations that 
it would not be practical to require this coverage.  Employer's 
liability coverage of at least %%%%%%%%% shall be required, except 
in States with exclusive or monopolistic funds that do not permit 
workers' compensation to be written by private carriers.

	(b)  General Liability.  The Contractor shall have bodily 
injury liability insurance coverage written on the comprehensive 
form of policy of at least %%%%%%%%%% per occurrence.


	(c)  Automobile Liability.  The Contractor shall have 
automobile liability insurance written on the comprehensive form 
of policy. The policy shall provide for bodily injury and 
property damage liability covering the operation of all 
automobiles used in connection with performing the contract.  
Policies covering automobiles operated in the United States shall 
provide coverage of at least %%%%%%%%% per person and %%%%%%%%%% per 
occurrence for bodily injury and %%%%%%%%%% per occurrence for 
property damage.

	(d)  Aircraft Public and Passenger Liability.  When aircraft 
are used in connection with performing the contract, the 
Contractor shall have aircraft public and passenger liability 
insurance.  Coverage shall be at least %%%%%%%%%% per person and 
%%%%%%%%%% per occurrence for bodily injury, other than passenger 
liability, and %%%%%%%%%% per occurrence for property damage.  
Coverage for passenger liability bodily injury shall be at least 
%%%%%%%%%% multiplied by the number of seats or passengers, 
whichever is greater.


H.2   UNAUTHORIZED INSTRUCTIONS FROM GOVERNMENT PERSONNEL

	a.	The Contractor will not accept any instructions issued 
by any other person employed by the U.S. Government other than 
the Contracting Officer or the Contracting Officer's Technical 
Representative (COTR) acting within the limits of their 
authority.

	b.	No information, other than that which may be contained 
in an authorized amendment to this contract will be considered as 
grounds for deviation from any stipulations of the contract's 
terms and conditions.


H.3     ORGANIZATIONAL CONFLICT OF INTEREST (CAR 1352.209-70) 
		(JUL 1985)

        (a)  The Contractor warrants that, to the best of the
Contractor's knowledge and belief, there are no relevant facts or 
circumstances which could give rise to an organizational conflict 
of interest, as defined in FAR Subpart 9.5, or that the 
Contractor has disclosed all such relevant information.

        (b)  The Contractor agrees that if an actual or potential 
organizational conflict of interest is discovered after award, 
the Contractor will make a full disclosure in writing to the 
Contracting Officer.  This disclosure shall include a description 
of actions which the Contractor has taken or proposes to take, 
after consultation with the Contracting Officer, to avoid, 
mitigate, or neutralize the actual or potential conflict.

        (c)  Remedies - The Contracting Officer may terminate 
this contract for convenience, in whole or in part, if it deems 
such termination necessary to avoid an organizational conflict of 
interest.  If the Contractor was aware of a potential 
organizational conflict of interest prior to award or discovered 
an actual or potential conflict after award and did not disclose 
or misrepresented relevant information to the Contracting 
Officer, the Government may terminate the contract for default, 
debar the Contractor from Government contracting, or pursue such 
other remedies as may be permitted by law or this contract.

        (d)  The Contractor further agrees to insert provisions 
which shall conform substantially to the language of this clause, 
including this paragraph (d), in any subcontract or consultant 
agreement hereunder.
 

H.4    HOLIDAYS AND ADMINISTRATIVE LEAVE (Modified FEB 1996)

NOAA personnel observe the following days as holidays:

	New Year's Day              Columbus Day
	Washington's Birthday       Veterans' Day
	Memorial Day                Thanksgiving Day
	Independence Day            Christmas Day
	Labor Day                   Martin Luther King's Birthday
	Any other day designated by Federal statute
	Any other day designated by Executive Order
	Any other day designated by the President's proclamation

When any such day falls on a Saturday, the preceding Friday is 
observed.  When any such day falls on a Sunday, the following 
Monday is observed.  Observance of such days by Government 
personnel shall not be cause for an extension to the delivery 
schedule or period of performance or adjustment to the price, 
estimated cost, or fee(s), if any, except as set forth in the 
contract.

Except for designated around-the-clock or emergency operations, 
contractor personnel will not be able to perform  on-site under 
this contract with NOAA on holidays set forth above. The 
contractor will not charge any holiday as a direct charge to the 
contract.  In the event Contractor personnel work during a 
holiday observed by the contractor other than those above, no 
form of holiday or other premium compensation will be reimbursed 
as either a direct or indirect cost.  However, this does not 
preclude reimbursement for authorized overtime work.
In the event NOAA grants administrative leave to its Government 
employees at the site, on-site  Contractor personnel shall also 
be dismissed if the site is being closed.  However, the 
Contractor shall continue to provide sufficient personnel to 
perform around-the-clock requirements of critical efforts already 
in progress or scheduled and shall be guided by the instructions 
issued by the Contracting Officer or her/his duly appointed 
representative.  In each instance when the site is closed to 
Contractor personnel as a result of inclement weather, 
potentially hazardous conditions, explosions, or other special 
circumstances, the Contractor will direct its staff as necessary 
to take actions such as reporting to its own site(s) or taking 
appropriate leave consistent with its policies.  The cost of 
salaries and wages to the Contractor for the period of any such 
site closure shall be a reimbursable item of direct cost under 
the contract for employees whose regular time is normally a 
direct charge if they continue to perform on contract work; 
otherwise, the costs are reimburseable as indirect costs in 
accordance with the Contractor's established accounting policy.
Contractor personnel performing on-site under this contract with 
NOAA shall limit their observation of holidays to those set forth 
above.  In the event Contractor personnel work during a holiday 
other than those above, no form of holiday or other premium 
compensation will be reimbursed as either a direct or indirect 
cost.  However, this does not preclude a reimbursement for 
authorized overtime work.

When NOAA grants administrative leave to its Government 
employees, on-site Contractor personnel shall also be dismissed. 
 However, the Contract shall continue to provide sufficient 
personnel to perform around-the-clock requirements of critical 
efforts already in progress or scheduled and shall be guided by 
the instructions issued by the Contracting Officer or her/his 
duly appointed representative.  In each instance when 
administrative leave is granted to Contractor personnel as a 
result of inclement weather, potentially hazardous conditions 
explosions, or other special circumstances, it will be without 
loss to the contractor.  The cost of salaries and wages to the 
Contractor for the period of any such excused absence shall be a 
reimbursable item of direct cost under the contract for employees 
whose regular time is normally direct charge and a reimbursable 
item of indirect in accordance with the Contractor's established 
accounting policy.


H.5  	DISSEMINATION OF CONTRACT INFORMATION

Unless otherwise provided in this contract, the Contractor shall 
not:
	publish 
	permit to be published 
	distribute for public consumption 

any information, oral or written, concerning the results of, or  
conclusions made pursuant to, performance under this contract, 
without prior written consent of the Contracting Officer, until 
such time as the Government may have released such information to 
the public.


H.6    CONTRACTOR COMMITMENTS, WARRANTIES AND REPRESENTATIONS 
 
        Any written commitment by the Contractor within the scope 
of this contract shall be binding upon the Contractor.  Failure 
of the Contractor to fulfill any such commitment shall render the 
 Contractor liable for liquidated or other damages due to the 
Government under the terms of this contract.  For the purpose of 
this contract, a written commitment by the Contractor is limited 
to the proposal submitted by the Contractor, and to specific 
written modifications to the proposal. Written commitments by the 
Contractor are further defined as including (1) any warranty or 
representation made by the Contractor in a proposal as to 
hardware or software performance; total systems performance; 
other physical, design, or functioning characteristics of a 
machine, software package, or system, or installation date; (2) 
any warranty or representation made by the Contractor concerning 
the characteristics or items described in (1) above made in any 
publications, drawings, or specifications accompanying or 
referred to in a proposal; and (3) any modification of or 
affirmation or representation as to the above information and 
items which is made by the Contractor in or during the course of 
negotiations, whether or not incorporated into a formal amendment 
to the proposal in question. 


H.7   HARMLESS FROM LIABILITY

The Contractor shall hold and save the Government, its officers, 
agents and employees, harmless from liability of any nature or 
kind, including costs and expenses to which they may be subject, 
for or on account of any or all suits or damages of any character 
whatsoever resulting from injuries or damages sustained by any 
person or persons or property by virtue of performance of this 
contract, arising or resulting in whole or in part from the 
fault, negligence, wrongful act or wrongful omission of the 
Contractor, or any subcontractor, their employees, agents, etc.


H.8   COMPLIANCE WITH LAWS

Contractor shall comply with all applicable laws and rules and 
regulations having the force of law which deal with or relate to 
yperformance hereunder or the employment by the Contractor of the 
employees necessary for such performance, and shall procure such 
permits, licenses and other required authorizations from the 
United States and from State and local authorities as may be 
necessary in connection with beginning or carrying on to 
completion of the contract work, and shall at all times comply 
with all United States, State and local laws in any way affecting 
the contract work.


H.9   NOTICE TO THE GOVERNMENT OF DELAYS

In the event the Contractor encounters difficulty in meeting 
performance requirements, or when it anticipates difficulty in 
complying with contract delivery schedule or date, or whenever 
the Contractor has knowledge that any actual or potential 
situation is delaying or threatens to delay the timely 
performance of this contract, the Contractor shall immediately 
notify the Contracting Officer, and the Contracting Officer's 
Technical Representative, in writing, giving pertinent details, 
provided, that this data shall be informational only in character 
and that this provision shall not be construed as a waiver by the 
Government of any delivery schedule or date or of any rights or 
remedies provided by law or under this contract.


H.10  AUTHORITY TO OBLIGATE THE GOVERNMENT

The Contracting Officer is the only individual who can legally 
commit or obligate the Government to the expenditure of public 
funds.  No cost chargeable to the executed contract can be 
incurred before receipt of a fully executed contract or specified 
authorization from the Contracting Officer (FAR 1.6).


H.11   ENGINEERING CHANGES
 
	a.  After contract award, the Government may solicit, and 
the Contractor is encouraged to propose independently, 
engineering changes to the ADPE, or other requirements of this 
contract.  These changes may be proposed to save money, to 
improve performance, to save energy, or to satisfy increased data 
processing requirements.  However, if proposed changes to improve 
performance are necessary to meet increased data processing 
requirements of the user, those requirements shall not exceed the 
contract requirements by more than 25%.  If the proposed changes 
are acceptable to both parties, the Contractor shall submit a 
price change proposal to the Government for evaluation.  Those 
proposed engineering changes that are acceptable to the 
Government will be processed as modifications to the contract.

	b.  This clause applies only to those proposed changes 
identified by the Contractor, as a proposal submitted pursuant to 
the provisions of this clause.  As a minimum, the following 
information shall be submitted by the Contractor with each 
proposal:

		1.  A description of the difference between the 
existing contract requirement and the proposed change, and the 
comparative advantages and disadvantages of each;

		2.  Itemized requirements of the contract which must be 
changed if the proposal is adopted, and the proposed revision to 
the contract for each such change;

		3.  An estimate of the changes in performance and cost, 
if any, that will result from adoption of the proposal;

		4.  An evaluation of the effects the proposed change 
would have on collateral costs to the Government, such as 
Government-furnished property costs, costs of related items, and 
costs of maintenance and operation; and

		5.  A statement of the time by which the change order 
adopting the proposal must be issued so as to obtain the maximum 
benefits of the changes during the remainder of this contract.  
Also, any effect on the contract completion time or delivery 
schedule shall be identified.

	c.  Engineering change proposals submitted to the 
Contracting Officer shall be processed expeditiously.  The 
Government shall not be liable for proposal preparation costs or 
any delay in acting upon any proposal submitted pursuant to this 
clause.  The Contractor has the right to withdraw, in whole or in 
part, any engineering change proposal not accepted by the 
Government within the period specified in the engineering change 
proposal.  The decision of the Contracting Officer as to the 
acceptance of any such proposal under this contract shall be 
final and shall not be subject to the "Disputes" clause of this 
contract.

	d.  The Contracting Officer may accept any engineering 
change proposal submitted pursuant to this clause by giving the 
Contractor written notice thereof.  This written notice may be 
given by issuance of a modification to this contract.  Unless and 
until a modification is executed to incorporate an engineering 
change proposal under this contract, the Contractor shall remain 
obligated to perform in accordance with the terms of the existing 
contract.


	e.  If an engineering change proposal submitted pursuant to 
this clause is accepted and applied to this contract, an 
equitable adjustment in the contract price and in any other 
affected provisions of this contract shall be made in accordance 
with this clause and other applicable clauses of this contract.  
When the cost of performance of this contract is increased or 
decreased as a result of the change, the equitable adjustment 
increasing or decreasing the contract price shall be in 
accordance with the "Changes" clause rather than under this 
clause, but the resulting contract modification shall state that 
it is made pursuant to this clause.

	f.  The Contractor is requested to identify specifically any 
information contained in the engineering change proposal which 
the Contractor considers confidential or proprietary and which 
the Contractor prefers not be disclosed to the public.  The 
identification of information as confidential or proprietary is 
for informational purposes only and shall not be binding on the 
Government to prevent disclosure of such information.  Offerors 
are advised that such information may be subject to release upon 
request pursuant to the Freedom of Information Act. (5 U.S.C. 
552).


H.12  DUPLICATION OF EFFORT

The Contractor hereby certifies that costs for work to be 
performed under this contract and any subcontract hereunder are 
not duplicative of any costs charged against any other Government 
contract, subcontract or other Government source.  The Contractor 
agrees to advise the Contracting Officer, in writing, of any 
other Government work it has performed or is performing which 
involves work directly related to the purpose of this contract.  
The Contractor also certifies and agrees that any and all work 
performed under this contract shall be directly and exclusively 
for the use and benefit of the Government, not incidental to any 
other work, pursuit, research or purpose of the Contractor whose 
responsibility it will be to account for it accordingly.


H.13   OPTION TO EXTEND THE TERM OF THE CONTRACT -- COST-PLUS-   
         FIXED-FEE CONTRACT 
 
The Government has the option to extend the term of this 
contract for three additional twelve month periods.  If more than 
thirty days remain in the contract period of performance, the 
Government, without prior written notification, may exercise this 
option by issuing a contract modification.  To exercise this 
option within the last thirty days of the period of performance, 
the Government must provide to the Contractor written 
notification prior to that last thirty-day period. This 
preliminary notification does not commit the Government to 
exercising the option. 
 
Exercise of an option will result in the following contract 
modifications: 
 

   (a) The "Period of Performance" clause (CAR 1352.212-73) is 
       modified for each respective option period as follows: 
 
       Period             Start Date                  End Date 
 
     Option I      To Be Filled in at Contract Definitization.   
                                             
     Option II     To Be Filled in at Contract Definitization.   
                                    
     Option III    To Be Filled in at Contract Definitization.   
     
    (b) The "Estimated and Allowable Cost" clause (1352.242-70) 
is modified to reflect increased estimated costs and fixed fees 
for each respective option period as follows: 
 

                     Estimated 
   Period              Cost            Fixed Fee         Total 
 
  Option I          To Be Filled in at Contract Definitization

  Option II         To Be Filled in at Contract Definitization 

  Option III        To Be Filled in at Contract Definitization 
 
   (c) If this contract contains "not to exceed amounts" for 
elements of other direct costs (ODC), those amounts are increased 
as follows: 

                          Other Direct Cost Items 
                      To Be Specified at Contract Definitization

             Option I                                            
               Option II                                         
                 Option III                                      
                   Option IV                                     
                                      





H.14   KEY PERSONNEL      
 
    (a) The Contractor shall assign to this contract the 
following key personnel: 
 
      Project Engineer              %%%%%%%%%%
      Lead for Hardware             %%%%%%%%%%
      Lead for Software             %%%%%%%%%%%%%%%% 
	Systems Engineer              %%%%%%%%%%%%%%%%

    b) During the first ninety (90) days of performance, the 
Contractor shall make no substitutions of key personnel unless 
the substitution is necessitated by illness, death, or 
termination of employment.  The Contractor shall notify the 
Contracting Officer within 15 calendar days after the occurrence 
of any of these events and provide the information required by 
paragraph (c) below.  After the initial 90-day period, the 
Contractor shall submit the information required by paragraph (c) 
to the Contracting Officer at least 15 days prior to making any 
permanent substitutions. 
 
    (c) The Contractor shall provide a detailed explanation of 
the circumstances necessitating the proposed substitutions, 
complete resumes for the proposed substitutes, and any additional 
information requested by the Contracting Officer. Proposed 
substitutes should have comparable qualifications to those of the 
persons being replaced.  The Contracting Officer will notify the 
Contractor within 15 calendar days after receipt of all required 
information of the decision on substitutions.  The contract will 
be modified to reflect any approved changes of key personnel. 


H.15	  TECHNOLOGY SUBSTITUTION

H.15.1 OVERVIEW

	All items (e.g., hardware, system software) and support 
services (maintenance, training, documentation, installation, and 
technical support services) shall be the most modern and cost 
effective available at the time of delivery and installation.  
The contractor shall propose substitute items whenever the 
contractor or its subcontractor is offering replacement or 
substitutes for the components in question and the contractor 
offers the particular product to any of its commercial or 
Government customers.  The Government may request that those 
items be substituted for comparable items originally offered.  
The Government reserves the right to accept or reject proposed 
substitutions.


H.15.1.1   MINIMUM QUALIFICATIONS FOR ACCEPTANCE OF SUBSTITUTIONS

	a.	The substitute item shall meet or exceed the applicable 
requirements and specifications of this contract.

	b.	Any substitute item shall be fully compatible with the 
existing hardware and software installed at the time 
the substitute is proposed for use.

	c.	The substitute item shall have capacity and performance 
characteristics equal to or better than those of the 
component it is to replace.  The criteria used 
originally for selecting the winning vendor's 
components will be used to determine acceptability of 
substitute items.

	d.	The substitute item shall offer the same or increased 
function as the item it is to replace.

	e.	The price of the item shall be equal to or more cost-
effective than the item it is to replace, based on the 
same evaluation as done under the solicitation.

H.15.1.2   TECHNOLOGY SUBSTITUTION MODIFICATION PROCEDURE  

	To propose a substitute item, the contractor shall submit a 
written proposal to the Contracting Officer, addressing each of 
the applicable qualifications in Section C and any other 
attributes of the substitute item of which the Government should 
be aware.  Additionally, the contractor agrees to demonstrate the 
proposed item prior to delivery, if requested by the Government.

H.15.1.3   BENEFIT TO THE GOVERNMENT

	All proposed technology modifications, substitutions, and 
additions to the contract shall be evaluated as to their benefit 
to the Government.  In determining the comparative life cycle 

costs of such proposals, the performance costs over the remaining 
life of the contract shall be included.

H.15.2   OTHER MODIFICATIONS/SUBSTITUTIONS/ADDITIONS

H.15.2.1   BENEFIT TO THE GOVERNMENT

	All other proposed modifications, substitutions, and 
additions to the contract shall be evaluated as to their benefit 
to the Government.  In determining the comparative life cycle 
costs of such proposals, the performance costs over the remaining 
life of the contract shall be included.

H.15.2.2   SUBMISSION OF PROPOSALS

	No equipment shall be substituted until the contractor has 
submitted a proposal to the Contracting Officer with adequate 
supporting justification.  Furthermore, an agreement between the 
Contracting Officer and the contractor must also be reached and 
authorized, by written modification to the contract, to effect 
such substitution.  The Government may allow component 
substitutions when, in the opinion of the Contracting Officer it 
is in the best interest of the Government to do so.


H.16   TECHNOLOGY SUBSTITUTION PLAN

	a.	The contractor is responsible for developing and 
maintaining, throughout the course of this contract, a 
technology substitution plan that conforms to the 
clause provided in Section H.8 and to the requirements 
in this section.  This plan shall enable the contractor 
to propose, and the Government to consider, alternate 
hardware and software which meets the following 
characteristics:

		1)	Meets at a minimum all of the applicable mandatory 
requirements of the solicitation

		2)	Is functionally equivalent or superior to current 
items to be furnished under the contract

		3)	Will maintain or improve successful systems 
performance

		4)	Will facilitate or maintain ease of maintenance or 
use

		5)	Will be supportable for the life of the contract


		6)	Has been successfully utilized in actual 
performance

		7)	Will provide a greater value to the Government 
than the hardware or software currently under 
contract.

	b.	Technology substitution specified in the plan and in 
Section H.8 is applicable only to hardware or software 
not yet installed at the time the improvement is 
authorized by the Government.  Replacement of already-
installed contractor hardware or software will be 
considered by the Government under Clause H.11 
ENGINEERING CHANGES, should either the Government or 
the contractor so request.

	c.	Hardware or software installed pursuant to this clause 
shall be subject to the same warranties, maintenance 
credits, downtime credits, and acceptance procedures as 
items already under contract.

	d.	The contractor will be periodically evaluated on the 
quality of the technology substitution program, based 
upon the contractor's approved plan.
 
<PAGE>
              PART II - CONTRACT CLAUSES
 
SECTION I - CONTRACT CLAUSES

TABLE OF CONTENTS 

I.1    CLAUSES INCORPORATED BY REFERENCE (FAR 52.252-2) (JUN     
            1988) 
I.2    REQUIREMENT FOR CERTIFICATE OF PROCUREMENT INTEGRITY- 	
	  MODIFICATION (FAR 52.203-9) (SEP 1995) 
I.3    LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL
       TRANSACTIONS (FAR 52.203-12) (JAN 1990) (DEVIATION NOV    
         1990)
I.4    RIGHTS TO PROPOSAL DATA (TECHNICAL) (FAR 52.227-23) (JUN 	 
        1987)
I.5    AUTHORIZED DEVIATIONS IN CLAUSES (FAR 52.252-6) (APR 1984)
I.6    WARRANTY EXCLUSION AND LIMITATION OF DAMAGES 
		(FIRMR 201-39.5202-6) (OCT 1990)
I.7	  RESERVED                                               
I.8    OPTION TO EXTEND THE TERM OF THE CONTRACT (FAR 52.217-9)  
            (MAR 1989)
I.9    OPTION TO EXTEND SERVICES (FAR 52.217-9) (MAR 1989)
I.10	  52.216-24  LIMITATION OF GOVERNMENT LIABILITY (APR 1984)
I.11	  52.216-25  CONTRACT DEFINITIZATION (APR 1984)
I.12	  52.216-26 PAYMENTS OF ALLOWABLE COSTS BEFORE 	          
          DEFINITIZATION (APR 1984)
I.13   52.222-35 AFFIRMATIVE ACTION FOR SPECIAL DISABLED 
       AND VIETNAM ERA VETERANS  (COMMERCE DEPARTMENT DEVIATION) 
	  (MAR 1995) 
       
                                                                 

I.1    52.252-2  CLAUSES INCORPORATED BY REFERENCE (JUN 1988)
 
            This contract incorporates one or more clauses by 
reference, with the same force and effect as if they were given 
in full text.  Upon request, the Contracting Officer will make 
their full text available. 
 
I.     FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES 

NUMBER        TITLE                             DATE 
 
52.202-1     DEFINITIONS                         OCT 1995
52.203-3     GRATUITIES                          APR 1984 
52.203-5     COVENANT AGAINST CONTINGENT FEES    APR 1984 
52.203-6     RESTRICTIONS ON SUBCONTRACTOR       JUL 1995
             SALES TO THE GOVERNMENT
52.203-7     ANTI-KICKBACK PROCEDURES            JUL 1995 

52.203-10    PRICE OR FEE ADJUSTMENT FOR         SEP 1990 
             ILLEGAL OR IMPROPER ACTIVITY 
52.204-4	   PRINTING/COPYING DOUBLE-SIDED       JUN 1996
             ON RECYCLED PAPER
52.209-6     PROTECTING THE GOVERNMENT'S         JUL 1995
             INTEREST WHEN SUBCONTRACTING WITH 
             CONTRACTORS DEBARRED, SUSPENDED, 
             OR PROPOSED FOR DEBARMENT 
52.211-5     NEW MATERIAL                        MAY 1995 
52.211-7     OTHER THAN NEW MATERIAL, RESIDUAL   MAY 1995 
             INVENTORY, AND FORMER GOVERNMENT
             SURPLUS PROPERTY 
52.215-2     AUDIT AND RECORDS - NEGOTIATION     AUG 1996 
52.215-22	   PRICE REDUCTION FOR                 OCT 1995
             DEFECTIVE COST OR PRICING DATA
52.215-24	   SUBCONTRACTOR COST OR PRICING       OCT 1995
		   DATA
52.215-26    INTEGRITY OF UNIT PRICES            OCT 1995 
52.215-27    TERMINATION OF DEFINED BENEFIT      MAR 1996
		   PENSION PLANS
52.215-33    ORDER OF PRECEDENCE                 JAN 1986
52.215-39	   REVERSION OR ADJUSTMENT OF PLANS    MAR 1996
		   FOR POSTRETIREMENT BENEFITS OTHER 
		   THAN PENSIONS (PRB) 
52.215-40	   NOTIFICATION OF OWNERSHIP CHANGES   FEB 1995
52.216-7     ALLOWABLE COST AND PAYMENT          AUG 1996 
52.216-8     FIXED FEE                           APR 1984
52.219-8     UTILIZATION OF SMALL, SMALL         OCT 1995
		   DISADVANTAGED AND WOMEN-OWNED 
             BUSINESS CONCERNS  
52.219-9     SMALL, SMALL DISADVANTAGED AND      AUG 1996
             WOMEN-OWNED BUSINESS SUBCONTRACTING 
             PLAN
52.219-16    LIQUIDATED DAMAGES - SUBCONTRACT    OCT 1995
             PLAN 
52.222-2     PAYMENT FOR OVERTIME PREMIUMS       JUL 1990
52.222-20    WALSH-HEALEY PUBLIC CONTRACTS ACT   APR 1984 
52.222-26    EQUAL OPPORTUNITY                   APR 1984
52.222-28	   EQUAL OPPORTUNITY PREAWARD 	    APR 1984
		   CLEARANCE OF SUBCONTRACTS
52.222-36    AFFIRMATIVE ACTION FOR              APR 1984 
             HANDICAPPED WORKERS 
52.222-37    EMPLOYMENT REPORTS ON SPECIAL       JAN 1988 
             DISABLED VETERANS AND VETERANS 
             OF THE VIETNAM ERA 
52.223-2     CLEAN AIR AND WATER                 APR 1984 
52.223-6     DRUG-FREE WORKPLACE                 JUL 1990 
52.225-9     BUY AMERICAN ACT - TRADE 
             AGREEMENTS ACT - BALANCE OF
             PAYMENTS PROGRAM                    JAN 1994
52.225-11    RESTRICTIONS ON CERTAIN FOREIGN     MAY 1992 
             PURCHASES 
52.227-1     AUTHORIZATION AND CONSENT           JUL 1995 
52.227-2     NOTICE AND ASSISTANCE REGARDING     AUG 1996
		   PATENT AND COPYRIGHT INFRINGEMENT
52.227-3     PATENT INDEMNITY                    APR 1984
52.227-14    RIGHTS IN DATA-- ALT II, ALT III    JUN 1987
52.228-7     INSURANCE - LIABILITY TO THIRD      MAR 1996 
             PERSONS 
52.232-17    INTEREST                            JUN 1996 
52.232-18    AVAILABILITY OF FUNDS               APR 1984 
52.232-20    LIMITATION OF COST                  APR 1984 
52.232-23    ASSIGNMENT OF CLAIMS                JAN 1986 
52.232-25    PROMPT PAYMENT                      MAR 1994 
52.232-28    ELECTRONIC FUNDS TRANSFER           APR 1989 
             PAYMENT METHODS 
52.233-1     DISPUTES                            OCT 1995 
52.233-3     PROTEST AFTER AWARD (ALT. I)        JUN 1985 
52.237-2     PROTECTION OF GOVERNMENT            APR 1984
		   BUILDINGS, EQUIPMENT, AND 
		   VEGETATION
52.242-1     NOTICE OF INTENT TO DISALLOW COSTS  APR 1984 
52.242-3     PENALTIES FOR UNALLOWABLE COSTS     OCT 1995
52.242-4     CERTIFICATION OF INDIRECT COSTS     OCT 1995
52.242-13    BANKRUPTCY                          JUL 1995
52.243-2     CHANGES--COST REIMBURSEMENT         AUG 1987 
             ALTERNATE II (APR 1984)
52.244-2     SUBCONTRACTS (COST-REIMBURSEMENT    MAR 1996 
             AND LETTER CONTRACTS) 
             Paragraph E Blank - No exceptions
52.244-5     COMPETITION IN SUBCONTRACTING       MAR 1996
52.245-3	   IDENTIFICATION OF GOVERNMENT-	    APR 1984
		   FURNISHED PR0PERTY               
52.245-5     GOVERNMENT PROPERTY (COST-		    JAN 1986  
             REIMBURSEMENT, TIME-AND-MATERIAL,
		   OR LABOR-HOUR CONTRACTS)
52.245-19    GOVERNMENT PROPERTY FURNISHED 
             "AS IS"                             APR 1984
52.248-1     VALUE ENGINEERING                   MAR 1989
52.249-6     TERMINATION (COST-REIMBURSEMENT)    SEP 1996
52.249-14    EXCUSABLE DELAYS                    APR 1984 
52.253-1     COMPUTER GENERATED FORMS            JAN 1991 



I.2	REQUIREMENT FOR CERTIFICATE OF PROCUREMENT INTEGRITY --     
       MODIFICATION  (FAR 52.203-9) (SEP 1995)
 
	(a)  Definitions.  The definitions set forth in FAR 3.104-4 
are hereby incorporated in this clause. 

	(b)  The Contractor agrees that it will execute the 
certification set forth in paragraph (c) of this clause when 
	requested by the Contracting Officer in connection with the 
	execution of any modification of this contract. 
 
	(c)  Certification.  As required in paragraph (b) of this 
clause, the officer or employee responsible for the 
modification proposal shall execute the following 
certification: 
 
                  CERTIFICATE OF PROCUREMENT INTEGRITY-- 
                        MODIFICATION (NOV 1990) 
 
              (1)  I, [Name of certifier]              
                         , am the officer or employee 
responsible for the preparation of this modification 
proposal and hereby certify that, to the best of my 
knowledge and belief, with the exception of any 
information described in this certification, I have no 
information concerning a violation or possible 
violation of subsection 27(a), (b), (d), or (f) of the 
Office of Federal Procurement Policy Act, as amended* 
(41 U.S.C. 423), (hereinafter referred to as "the 
Act"), as implemented in the FAR, occurring during the 
conduct of this procurement [contract and modification 
number].                 .
 
              (2)  As required by subsection 
27(e)(1)(B) of the Act, I further certify that to the 
best of my knowledge and belief, each officer, 
employee, agent, representative, and consultant of 
[Name of Offeror]                                who 
has participated personally and substantially in the 
preparation or submission of this proposal has 
certified that he or she is familiar with, and will 
comply with, the requirements of subsection 27(a) of 
the Act, as implemented in the FAR, and will report 
immediately to me any information concerning a 
violation or possible violation of subsections 27(a), 
(b), (d), or (f) of the Act, as implemented in the FAR, 
pertaining to this procurement. 
 
             (3)  Violations or possible violations:  
(Continue on plain bond paper if necessary and label 
Certificate of Procurement Integrity - Modification 
(Continuation Sheet), ENTER NONE IF NONE EXISTS) 






[Signature of the officer or employee responsible for 
the  modification proposal and date] 
 
     
[Typed name of the officer or employee responsible for 
the modification proposal] 
 
* Subsections 27(a), (b), and (d) are effective on 
December 1, 1990. Subsection 27(f) is effective on June 
1, 1991. 
 
THIS CERTIFICATION CONCERNS A MATTER WITHIN THE JURISDICTION OF 
AN AGENCY OF THE UNITED STATES AND THE MAKING OF A FALSE, 
FICTITIOUS, OR FRAUDULENT CERTIFICATION MAY RENDER THE MAKER 
SUBJECT TO PROSECUTION UNDER TITLE 18, UNITED STATES SECTION 
1001. 

I.3  LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL
     TRANSACTIONS (FAR 52.203-12) (JAN 1990) (DEVIATION NOV 1990)

(A)  Definitions.

	"Agency," as used in this clause, means executive agency as
defined in 2.101.

	"Covered Federal action," as used in this clause, means any 
of the following Federal actions:

(a)  The awarding of any Federal contract;
(b)  The making of any Federal grant;
(c)  The making of any Federal loan;
(d)  The entering into of any cooperative agreement; and,
(e)  The extension, continuation, renewal, amendment, or
modification of any Federal contract, grant, loan, or cooperative 
agreement.

     "Indian tribe" and "tribal organization," as used in this 
clause, have the meaning provided in section 4 of the Indian Self 
-Determination and Education Assistance Act (25 U.S.C. 450B) and 
include Alaskan Natives.

     "Influencing or attempting to influence," as used in this 
clause, means making, with the intent to influence, any 
communication to or appearance before an officer or employee of 
any agency, a Member of Congress, an officer or employee of 
Congress, or an employee of a Member of Congress in connection 
with any covered Federal action.

     "Local government," as used in this clause, means a unit of 
government in a State and, if chartered, established, or 
otherwise recognized by a State for the performance of a 
governmental duty, including a local public authority, a special 
district, an intrastate district, a council of governments, a 
sponsor group representative organization, and any other 
instrumentality of a local government.

     "Officer or employee of an agency," as used in this clause, 
includes the following individuals who are employed by an agency:

(a)  An individual who is appointed to a position in the 
Government under title 5, United States Code, including a 
position under a temporary appointment.

(b)  A member of the uniformed services as defined in subsection 
101(3), title 37, United States Code.

(c)  A special Government employee, as defined in section 202, 
title 18, United States Code.

(d)  An individual who is a member of a Federal advisory 
committee, as defined by the Federal Advisory Committee Act, 
title 5, United States Code, appendix 2.

     "Person," as used in this clause, means an individual, 
corporation, company, association, authority, firm, partnership, 
society, State, and local government, regardless of whether such 
entity is operated for profit or not for profit.  This term 
excludes an Indian tribe, tribal organization, or any other 
Indian organization with respect to "Reasonable compensation," as 
used this clause, means, with respect to a regularly employed 
officer or employee of any person, compensation that is 
consistent with the normal compensation for such officer or 
employee for work that is not furnished to, not funded by, or not 
furnished in cooperation with the Federal Government.

     "Reasonable payment," as used in this clause, means, with 
respect to professional and other technical services, a payment 

in an amount that is consistent with the amount normally paid for 
such services in the private sector.

     "Recipient," as used in this clause, includes the Contractor 
and all subcontractors.  This term excludes an Indian tribe, 
tribal organization, or any other Indian organization with 
respect to expenditures specifically permitted by other Federal 
law.

     "Regularly employed," as used in this clause, means, with 
respect to an officer or employee of a person requesting or 
receiving a Federal contract, an officer or employee who is 
employed by such person for at least 130 working days within 1 
year immediately preceding the date of the submission that 
initiates agency consideration of such person for receipt of such 
contract.  An officer or employee who is employed by such person 
for less than 130 working days within 1 year immediately 
preceding the date of the submission that initiates agency 
consideration of such person shall be considered to be regularly 
employed as soon as he or she is employed by such person for 130 
working days.

     "State," as used in this clause, means a State of the United 
States, the District of Columbia, the Commonwealth of Puerto 
Rico, a territory or possession of the United States, an agency 
or 
instrumentality of a State, and multi-State, regional, or 
interstate entity having governmental duties and powers.

(B)  Prohibitions.

          (1)  Section 1352 of title 31, United States Code, 
among other things, prohibits a recipient of a Federal contract, 
grant, loan, or cooperative agreement from using appropriated 
funds to pay any person for influencing or attempting to 
influence an officer or
employee of any agency, a Member of Congress, an officer or 
employee of Congress, or an employee of a Member of Congress in 
connection with any of the following covered Federal actions: the 
awarding of any Federal contract; the making of any Federal 
grant; the making of any Federal loan; the entering into of any 
cooperative agreement; or the modification of any Federal 
contract, grant, loan, or cooperative agreement.

          (2)  The Act also requires Contractors to furnish a 
disclosure if any funds other than Federal appropriated funds 
(including profit or fee received under a covered Federal 
transaction) have been paid, or will be paid, to any person for 
influencing or attempting to influence an officer or employee of 
any agency, a Member of Congress, an officer or employee of 
Congress, or an employee of a Member of Congress in connection 
with a Federal contract, grant, loan, or cooperative agreement.

          (3)  The prohibitions of the Act do not apply under the 
following conditions:

    (i) Agency and legislative liaison by own employees.

	(A)  The prohibition on the use of appropriated funds, in 
subparagraph (b)(1) of this clause, does not apply in the case of 
a payment of reasonable compensation made to an officer or 
employee of a person requesting or receiving a covered Federal 
action if the payment is for agency and legislative liaison 
activities not directly related to a covered Federal action.

	(B)  For purposes of subdivision (b)(3)(i)(A) of this 
clause, providing any information specifically requested by an 
agency or Congress is permitted at any time.

	(C)  The following agency and legislative liaison activities 
are permitted at any time where they are not related to a 
specific solicitation for any covered Federal action:

            (1) Discussing with an agency the qualities and 
characteristics (including individual demonstrations) of the 
person's products or services, conditions or terms of sale, and 
service capabilities.

            (2) Technical discussions and other activities 
regarding the application or adaptation of the person's products 
or services for an agency's use.

	(D) The following agency and legislative liaison activities 
are permitted where they are prior to formal solicitation of any 
covered Federal action--

            (1) Providing any information not specifically 
requested but necessary for an agency to make an informed 
decision about initiation of a covered Federal action;

            (2) Technical discussions regarding the preparation 
of an unsolicited proposal prior to its official submission; and

            (3) Capability presentations by persons seeking 
awards from an agency pursuant to the provisions of the Small 
Business Act, as amended by Pub. L. 95-507, and subsequent 
amendments.

	(E) Only those services expressly authorized by subdivision 
(b)(3)(i)(A) of this clause are permitted under this clause.

    (ii) Professional and technical services.

         (A) The prohibition on the use of appropriated funds, in 
subparagraph (b)(1) of this clause, does not apply in the case 
of--
            (1) A payment of reasonable compensation made to an 
officer or employee of a person requesting or receiving a covered 
Federal action or an extension, continuation, renewal, amendment, 
or modification of a covered Federal action, if payment is for 
professional or technical services rendered directly in the 
preparation, submission, or negotiation of any bid, proposal, or 
application for that Federal action or for meeting requirements 
imposed by or pursuant to law as a condition for receiving that 
Federal action.

            (2) Any reasonable payment to a person, other than an 
officer or employee of a person requesting or receiving a covered 
Federal action or any extension, continuation, renewal, 
amendment, or modification of a covered Federal action if the 
payment is for professional or technical services rendered 
directly in the preparation, submission, or negotiation of any 
bid, proposal, or application for that Federal action or for 
meeting requirements imposed by or pursuant to law as a condition 
for receiving that Federal action.  Persons other than officers 
or employees of a person requesting or receiving a covered 
Federal action include consultants and trade associations.

         (B) For purposes of subdivision (b)(3)(ii)(A) of this 
clause, "professional and technical services" shall be limited to 
advice and analysis directly applying any professional or 
technical discipline.  For example, drafting of a legal document 
accompanying a bid or proposal by a lawyer is allowable.  
Similarly, technical advice provided by an engineer on the 
performance or operational capability of a piece of equipment 
rendered directly in the negotiation of a contract is allowable. 
 However, communications with the intent to influence made by a 
professional (such as a licensed lawyer) or a technical person 
(such as a licensed accountant) are not allowable under this 
section unless they provide advice and analysis directly applying 
their professional or technical expertise and unless the advice 
or analysis is rendered directly and solely in the preparation, 
submission or negotiation of a covered Federal action.  Thus, for 
example, communications with the intent to influence made by a 
lawyer that does not provide legal advice or analysis directly 
and solely related to the legal aspects of his or her client's 
proposal, but generally advocate one proposal over another are 
not allowable under this section because the lawyer is not 
providing professional legal services.  Similarly, communications 
with the intent to influence made by an engineer providing an 
engineering analysis prior to the preparation or submission of a 
bid or proposal are not allowable under this section since the 
engineer is providing technical services but not directly in the 
preparation, submission or negotiation of a covered Federal 
action.

         (C) Requirements imposed by or pursuant to law as a 
condition for receiving a covered Federal award include those 
required by law or regulation and any other requirements in the 
actual award documents.

         (D) Only those services expressly authorized by 
subdivisions (b)(3)(ii)(A)(1) and (2) of this clause are 
permitted under this clause.

         (E) The reporting requirements of FAR 3.803(a) shall not 
apply with respect to payments of reasonable compensation made to 
regularly employed officers or employees of a person.

    (iii) Selling activities by independent sales 
representatives.

          The prohibition on the use of appropriated funds, in 
subparagraph (b)(1) of this clause, does not apply to the 
following sales activities before an agency by independent sales 
representatives, provided such activities are prior to formal 
solicitation by an agency and are specifically limited to the 
merits of the matter;

     (a) Discussing with an agency (including individual 
demonstrations) the qualities and characteristics of the person's 
products or services, conditions or terms of sale, and service 
capabilities; and

     (b) Technical discussions and other activities regarding the 
application or adoption of the person's products or services for 
an agency's use.

(C)  Disclosure.

          (1) The contractor who requests or receives from an 
agency a Federal contract shall file with that agency a 
disclosure form, OMB standard form LLL, Disclosure of Lobbying 
Activities, if such person has made or has agreed to make any 
payment using nonappropriated funds (to include profits from any 
covered Federal action), which would be prohibited under 
subparagraph (b)(1) of this clause, if paid for with appropriated 
funds.

          (2) The contractor shall file a disclosure form at the 
end of each calendar quarter in which there occurs any event that 
materially affects the accuracy of the information contained in 
any disclosure form previously filed by such person under 
subparagraph (c)(1) of this clause.  An event that materially 
affects the accuracy of the information reported includes--

(i) A cumulative increase of %%%%%%%%%% or more in the amount paid 
or expected to be paid for influencing or attempting to influence 
a covered Federal action; or

(ii)  A change in the person(s) or individual(s) influencing or 
attempting to influence a covered Federal action; or

(iii) A change in the officer(s), employee(s),  or Member(s) 
contacted to influence or attempt to influence a covered
Federal action.

          (3) The Contractor shall require the submittal of a 
certification, and if required, a disclosure form by any person 
who requests or received any subcontract exceeding %%%%%%%%%% under 
the Federal contract.

          (4) All subcontractor disclosure forms (but not 
certifications) shall be forwarded from tier to tier until 
received by the prime Contractor.  The prime Contractor shall 
submit all disclosures to the Contracting Officer at the end of 
the calendar quarter in which the disclosure form is submitted by 
the subcontractor.  Each subcontractor certification shall be 
retained in the subcontract file of the awarding Contractor.

(D)  Agreement.  The Contractor agrees not to make any payment 
prohibited by this clause.

((E)  Penalties.

          (1) Any person who makes an expenditure prohibited 
under paragraph (a) of this clause or who fails to file or amend 
the disclosure form to be filed or amended by paragraph (b) of 
this clause shall be subject to civil penalties as provided for 
by 31 U.S.C. 1352.  An imposition of a civil penalty does not 
prevent the Government from seeking any other remedy that may be 
applicable.

          (2) Contractors may rely without liability on the 
representation made by their subcontractors in the certification 
and disclosure form.

(F)  Cost allowability.  Nothing in this clause makes allowable 
or reasonable any costs which would otherwise be unallowable or 
unreasonable.  Conversely, costs made specifically unallowable by 
the requirements in this clause will not be made allowable under 
any other provision.


I.4  RIGHTS TO PROPOSAL DATA (TECHNICAL) (FAR 52.227-23) (JUN    
       1987)
 
            Except for data contained on pages N/A , it is agreed 
that as a condition of award of this contract, and 
notwithstanding the conditions of any notice appearing thereon, 
the Government shall have unlimited rights (as defined in the 
Rights in Data-General clause contained in this contract) in and 
to the technical data contained in the proposal dated 
03/21/96 as revised by ISI response dated 07/29/96 to Government 
Questions, upon which this contract is based. 


I.5    AUTHORIZED DEVIATIONS IN CLAUSES (FAR 52.252-6) (APR 1984)
 
            (a) The use in this solicitation or contract of any 
Federal Acquisition Regulation (48 CFR Chapter 1) clause with an 
authorized deviation is indicated by the addition of 
"(DEVIATION)" after the date of the clause. 
 
            (b) The use in this solicitation or contract of any 
Commerce Acquisition Regulation clause with an authorized 
deviation is indicated by the addition of "(DEVIATION)" after the 
name of the regulation. 


I.6    WARRANTY EXCLUSION AND LIMITATION OF DAMAGES (OCT 1990)   
         (FIRMR 201-39.5202-6)
 
            Except as expressly set forth in writing in this 
agreement and except for the implied warranty of merchantability, 
there are no warranties expressed or implied. 
 
            In no event will the Contractor be liable to the 
Government for consequential damages as defined in the Uniform 
Commercial Code, section 2-715, in effect in the District of 
Columbia as of January 1, 1973, i.e.-- 
 
            Consequential damages resulting from the seller's 
breach include-- 
 
              (a)  Any loss resulting from general or particular 
requirements and needs of which the seller at the time of 
contracting had reason to know and which could not reasonably be 
prevented by cover or otherwise; and 
 
              (b)  Injury to person or property proximately 
resulting from any breach of warranty. 


I.7	  RESERVED

I.8    OPTION TO EXTEND THE TERM OF THE CONTRACT (FAR 52.217-9)  
         (MAR 1989) 
 
(a) The Government may extend the term of this contract by 
written notice to the Contractor within 30 days; provided, that 
the Government shall give the Contractor a preliminary written 
notice of its intent to extend at least 30 days before the 
contract expires.  The preliminary notice does not commit the 
Government to an extension. 

(b) If the Government exercises this option, the extended 
contract shall be considered to include this option provision. 
 
(c) The total duration of this contract, including the exercise 
of any options under this clause, shall not exceed 5 years, 6 
months. 


I.9  OPTION TO EXTEND SERVICES (FAR 52.217-8) (AUG 1989) 
 
The Government may require continued performance of any services 
within the limits and at the rates specified in the contract. 
These rates may be adjusted only as a result of revisions to 
prevailing labor rates provided by the Secretary of Labor.  The 
option provision may be exercised more than once, but the total 
extension of performance hereunder shall not exceed 6 months.  
The Contracting Officer may exercise the option by written notice 
to the Contractor within the period specified in the Schedule. 


I.10	52.216-24  LIMITATION OF GOVERNMENT LIABILITY (APR 1984)

(a) In performing this contract, the Contractor is not
authorized to make expenditures or incur obligations exceeding
%%%%%%%%%% dollars.


(b) The maximum amount for which the Government shall be liable
if this contract is terminated is %%%%%%%%%% dollars.

I.11	52.216-25  CONTRACT DEFINITIZATION (APR 1984)

(a) A Cost-plus-fixed fee type of definitive contract is 
contemplated. The Contractor agrees to begin promptly negotiating 
with the Contracting Officer the terms of a definitive contract 
that will include (1) all clauses required by the Federal 
Acquisition Regulation (FAR) on the date of execution of the 
letter contract, (2) all clauses required by law on the date of 
execution of the definitive contract, and (3) any other mutually 
agreeable clauses, terms, and conditions. The Contractor agrees 
to submit a cost-plus-fixed fee type of proposal and cost or 
pricing data supporting its proposal.

(b) The schedule for definitizing this contract is:

              Begin Cost Negotiations     10/08/96 

              Definitization of Contract  11/30/96 

(c) If agreement on a definitive contract to supersede this
letter contract is not reached by the target date in paragraph 
(b) above, or within any extension of it granted by the 
Contracting Officer, the Contracting Officer may, with the 
approval of the head of the contracting activity, determine a 
reasonable price or fee in accordance with Subpart 15.8 and Part 
31 of the FAR, subject to Contractor appeal as provided in the 
Disputes clause. In any event, the Contractor shall proceed with 
completion of the contract, subject only to the Limitation of 
Government Liability clause.

(1) After the Contracting Officer's determination of price or
fee, the contract shall be governed by--
	(i)   All clauses required by the FAR on the date of        
             execution of this letter contract for either        
               fixed-price or cost-reimbursement contracts, as   
                 determined by the Contracting Officer under this 
                  paragraph (c);
     (ii)  All clauses required by law as of the date of the
           Contracting Officer's determination; and
     (iii) Any other clauses, terms, and conditions mutually     
             agreed upon.

(2) To the extent consistent with subparagraph (c)(1) above, all
clauses, terms, and conditions included in this letter contract
shall continue in effect, except those that by their nature apply
only to a letter contract.


I.12	   52.216-26 PAYMENTS OF ALLOWABLE COSTS BEFORE 	          
          DEFINITIZATION (APR 1984)

(a) Reimbursement rate.  Pending the placing of the definitive
contract referred to in this letter contract, the Government 

shall promptly reimburse the Contractor for all allowable costs 
under this contract at the following rates:

   (1) One hundred percent of approved costs representing        
         progress payments to subcontractors under fixed-price   
           subcontracts; provided, that the Government's payments 
to          the Contractor shall not exceed 80 percent of the    
              allowable costs of those subcontractors.

   (2) One hundred percent of approved costs representing
       cost-reimbursement subcontracts; provided, that the       
         Government's payments to the Contractor shall not exceed 
          85 percent of the allowable costs of those
          subcontractors.

   (3) Eighty-five percent of all other approved costs.

(b) Limitation of reimbursement.  To determine the amounts
payable to the Contractor under this letter contract, the
Contracting Officer shall determine allowable costs in accordance
with the applicable cost principles in Part 31 of the Federal
Acquisition Regulation (FAR). The total reimbursement made under
this paragraph shall not exceed 85 percent of the maximum amount 
of the Government's liability, as stated in this contract.

(c) Invoicing.  Payments shall be made promptly to the
Contractor when requested as work progresses, but (except for 
small business concerns) not more often than every 2 weeks, in 
amounts approved by the Contracting Officer. The Contractor may 
submit to an authorized representative of the Contracting 
Officer, in such form and reasonable detail as the representative 
may require, an invoice or voucher supported by a statement of 
the claimed allowable cost incurred by the Contractor in the 
performance of this contract.

(d) Allowable costs.  For the purpose of determining allowable
costs, the term "costs" includes--

   (1) Those recorded costs that result, at the time of the      
         request for reimbursement, from payment by cash, check, 
or         other form of actual payment for items or services    
             purchased directly for the contract;

   (2) When the Contractor is not delinquent in payment of costs 
         of contract performance in the ordinary course of       
           business, costs incurred, but not necessarily paid, 
for--

		(i) Materials issued from the Contractor's stores 	
	inventory and placed in the production process for use 	
	on the contract;

		(ii) Direct labor;

		(iii) Direct travel;

		(iv) Other direct in-house costs; and

		(v) Properly allocable and allowable indirect costs
		as shown on the records maintained by the Contractor 	
	for purposes of obtaining reimbursement under 	
	Government contracts; and

   (3) The amount of progress payments that have been paid to the
	  Contractor's subcontractors under similar cost standards.

(e) Small business concerns.  A small business concern may
receive more frequent payments than every 2 weeks and may invoice
and be paid for recorded costs for items or services purchased
directly for the contract, even though it has not yet paid for 
such items or services.

(f) Audit.  At any time before final payment, the Contracting
Officer may have the Contractor's invoices or vouchers and
statements of costs audited. Any payment may be (1) reduced by 
any amounts found by the Contracting Officer not to constitute
allowable costs or (2) adjusted for overpayments or underpayments
made on preceding invoices or vouchers.

 
I.13	  52.222-35 AFFIRMATIVE ACTION FOR SPECIAL DISABLED 
       AND VIETNAM ERA VETERANS  (COMMERCE DEPARTMENT DEVIATION) 
	  (MAR 1995) 
 
(a) Definitions. 
 
"Appropriate office of the State employment service system", as 
used in this clause, means the local office of the Federal-State 
national system of public employment offices with assigned 
responsibility for serving the area where the employment opening 
is to be filled, including the District of Columbia, Guam, the 
Commonwealth of Puerto Rico, and the Virgin Islands. "Employment 
openings", as used in this clause, includes full-time employment, 
 temporary employment of more than three days duration, and 
part-time employment but does not include (1) executive and top 
management positions, (2) positions that will be filled from 
within the Contractor's organization or under a customary and 
traditional employer-union hiring arrangement, or (3) openings in 
 an educational institution that are restricted to students of 
that institution. 


"Positions that will be filled from within the Contractor's 
organization", as used in this clause, means employment openings 
for which no consideration will be given to persons outside the 
Contractor's organization (including any affiliates, 
subsidiaries, and parent companies) and includes any openings 
which the Contractor proposes to fill from regularly established 
"recall" lists. 
 
(b) General.  

(1) Regarding any position for which the employee or 
applicant for employment is qualified, the Contractor shall 
not discriminate against the individual because the individual 
is a special disabled or Vietnam Era veteran.  The Contractor 
agrees to take affirmative action to employ, advance in 
employment and otherwise treat qualified special disabled and 
Vietnam Era veterans without discrimination based upon their 
disability or veterans' status in all employment practices 
such as-- 
                   (i)    Employment; 
 
                   (ii)   Upgrading; 
 
                   (iii)  Demotion or transfer; 
 
                   (iv)   Recruitment; 
 
                   (v)    Advertising; 
 
                   (vi)   Layoff or termination; 
 
                   (vii)  Rates of pay or other forms of 		
		compensation; and 
 
                   (viii) Selection for training, including 	
			apprenticeship. 
 
(2) The Contractor agrees to comply with the rules, 
regulations, and relevant orders of the Secretary of 
Labor (Secretary) issued under the Vietnam Era Veterans' 

Readjustment Assistance Act of 1972 (the Act), as 
amended. 
 
(c) Listing openings. 
 
(1) The Contractor agrees to list all employment openings 
existing at contract award or occurring during contract 
performance, at an appropriate office of the State 
employment service system in the locality where the 
opening occurs.  These openings include those occurring 
at any Contractor facility including one not connected 
with performing this contract.  An independent corporate 
affiliate is exempt from this requirement. 
 
(2) State and local government agencies holding Federal 
contracts of %%%%%%%%% or more shall also list all their 
openings with the appropriate office of the State 
employment service. 
 
(3) The listing of employment openings with the State 
employment service system is required at least 
concurrently with using any other recruitment source or 
effort and involves the obligations of placing a bona 
fide job order, including accepting referrals of veterans 
and nonveterans.  This listing does not require hiring 
any particular job applicant or hiring from any 
particular group of job applicants and is not intended to 
relieve the Contractor from any requirements of Executive 
orders or regulations concerning nondiscrimination in 
employment. 
 
(4) Whenever the Contractor becomes contractually bound to 
the listing terms of this clause, it shall advise the 
State employment service system, in each State where it 
has establishments, of the name and location of each 
hiring location in the State.  As long as the Contractor 
is contractually bound to these terms and has so advised 
the State system, it need not advise the State system of 
subsequent contracts.  The Contractor may advise the 
State system when it is no longer bound by this contract 
clause. 

(5) Under the most compelling circumstances, an employment 
opening may not be suitable for listing, including 
situations when (i) the Government's needs cannot 
reasonably be supplied, (ii) listing would be contrary to 
national security, or (iii) the requirement of listing 
would not be in the Government's interest. 

(d) Applicability.  

(1) This clause does not apply to the listing of employment 
openings which occur and are filled outside the 50 States, the 
District of Columbia, the Commonwealth of Puerto Rico, Guam, and 
the Virgin Islands. 

(2) The terms of paragraph (c) above of this clause do not 
apply to openings that the Contractor proposes to fill 
from within its own organization or under a customary and 
traditional employer-union hiring arrangement.  This exclusion 
does not apply to a particular opening once an employer decides 
to consider applicants outside of its own organization or 
employer-union arrangement for that opening. 
 
(e) Postings.  

(1) The Contractor agrees to post employment notices stating (i) 
the Contractor's obligation under the law to take affirmative 
action to employ and advance in employment qualified special 
disabled veterans and veterans of the Vietnam era, and (ii) the 
rights of applicants and employees. 
 
(2) These notices shall be posted in conspicuous places that 
are available to employees and applicants for employment. 
They shall be in a form prescribed by the Director, Office of 
Federal Contract Compliance Programs, Department of Labor 
(Director), and provided by or through the Contracting Officer. 
 
(3) The Contractor shall notify each labor union or 
representative of workers with which it has a collective 
bargaining agreement or other contract understanding, 
that the Contractor is bound by the terms of the Act, and 
is committed to take affirmative action to employ, and 
advance in employment, qualified special disabled and 
Vietnam Era veterans. 
 
(f) Noncompliance.  If the Contractor does not comply with the 
requirements of this clause, appropriate actions may be taken 

under the rules, regulations, and relevant orders of the 
Secretary issued pursuant to the Act. 
 
(g) Subcontracts.  The Contractor shall include the terms of this 
 clause in every subcontract or purchase order of %%%%%%%%% or more 
unless exempted by rules, regulations, or orders of the  
Secretary. The Contractor shall act as specified by the Director 
to enforce the terms, including action for noncompliance. 
 



 



 

 

Section I	50-DDNE-6-90029



	Page I - 1

<PAGE>

         PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER 		
		ATTACHMENTS -
            SECTION J - LIST OF ATTACHMENTS      
 
 Attachment No.	Title		                    No. of Pages    Date

	1			Appendix A NESDIS Standard No.        20  09/26/95
                    s24.801 - Preparation of Operation 
                    and Maintenance Manuals 
                    (Rev. 7/30/87)

     2            	Appendix B NESDIS Standard No.        25  07/15/92
                    s24.802 - General Requirements for 
                    Ground Electronic Equipment 
                    (Rev. 8/04/87)

	3              Appendix C NESDIS Standard No.           24  07/19/90
                    s24.803 - Cable and Wire 
                    Identification (Rev. 7/07/87)

	4              Appendix D NESDIS Standard No.            6  08/04/87
                    s24.804 - General Requirements for 
                    Training on Electronic Equipment 
                    (Rev. 8/04/87)

	5              Appendix E NESDIS Standard No.            8  01/24/90
                    s24.805 - Spare Parts (Rev. 6/24/87)

	6              Appendix F NESDIS Standard No.           14  04/30/87
                    s24.806 - Software Development, and 
                    Maintenance and User Documentation 
                    (Rev. 4/30/87)
	
	7               Reserved

	8		    Reserved

	9 		    Reserved

     10	          Glossary                                 2  N/A

     11		    Department of Defense Form 254           9  DEC 1990

	12			Deliverables and Schedule	         3  N/A
 
 
Section J                                      50-DDNE-6-90029

	Page J- 1

    
   
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