\
               SECURITIES AND EXCHANGE COMMISSION
                         Washington, DC

                           FORM 10-K


(Mark One)

[x]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended March 31, 1998.

                               OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from  to


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

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


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


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


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

Securities registered pursuant to Section 12(b) of the Act:

                                       Name of each exchange on
 Title of each Class                       which registered
----------------------------           -------------------------
Common Stock, $.02 par value            American Stock Exchange

  Securities registered pursuant to Section 12(g) of the Act:

                              None
                     ----------------------

                        (Title of class)

                         Not Applicable
                    -----------------------
                        (Title of class)

<PAGE 1>

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

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [x]

Based upon the closing sale price of the Common Stock on June 17,
1998, as reported by the American Stock Exchange, the aggregate
market value of the voting stock held by non-affiliates of the
Registrant (the "Company" or "Comptek") was approximately $34.5
million.   Solely for purposes of this calculation, all persons
who are or may be executive officers or directors of the Company
and all persons who have filed a Schedule 13D or Schedule 13G
with respect to the Company's Common Stock have been deemed to be
affiliates.

The number of shares outstanding of the Registrant's common
stock, $.02 par value, was 4,989,268 at June 17, 1998.

              DOCUMENTS INCORPORATED BY REFERENCE

Part III incorporates by reference portions of the Comptek
Research, Inc. Proxy Statement for the Annual Meeting of
Shareholders, dated June 29, 1998, for the Annual Meeting to be
held July 24, 1998 (the "Company's 1998 Definitive Proxy
Statement").

<PAGE 2>


                        TABLE OF CONTENTS
                                                                 
                                                         Page No.
                                
                             PART I

Item 1. Business

       General                                              5
       Engineering and Technical Services                   6
       Defense Systems                                      7
       Marketing                                            7
       Customers                                            8
       Engineering and Manufacturing                        8
       Competition                                          9
       Backlog                                              9
       Research and Development                            10
       Employees                                           10
       Patents and Trade Secrets                           10
       Officers of the Registrant                          10
       Certain Factors Which May Affect Business           11
       
Item 2. Properties

       Real Property                                       13
       Equipment and Leasehold Improvements                13

Item 3. Legal Proceedings 				   13

Item 4. Submission of Matters to a Vote of 
        Security Holders 				   14


                             PART II

Item 5. Market for Registrant's Common Equity and
        Related Stockholders Matters                       14

Item 6. Selected Financial Data                            15

Item 7. Management's Discussion and Analysis of Financial
        Condition and Results of Operations                16

<PAGE 3>


                  TABLE OF CONTENTS (Continued)
                                
                                                         Page No.

Item 8. Financial Statements and Supplementary Data

       Consolidated Balance Sheets                         23
       Consolidated Statements of Operations               24
       Consolidated Statements of Cash Flows               25
       Consolidated Statements of Shareholders' Equity     26
       Notes to Consolidated Financial Statements          27
       Independent Auditors' Report                        39

Item 9.Changes in and Disagreements with Accountants on 
       Accounting and Financial Disclosure                 40

                            PART III

Item 10.Directors and Executive Officers of the Registrant  40

Item 11.Executive Compensation                              40

Item 12.Security Ownership of Certain Beneficial Owners 
        and Management                                      40

Item 13.Certain Relationships and Related Transactions      40

                             PART IV

Item 14.Exhibits, Financial Statement Schedules, and 
        Reports on Form 8-K                                 40

Signatures                                                  42

Schedule II                                                 44

Index to Exhibits                                           45

Exhibits                                                    48

Note Regarding Forward-Looking Statements

     This  report  contains forward-looking statements  that  are
based  on  current expectations, estimates and projections  about
the  Company  and the defense industry, and management's  beliefs
and  assumptions.   The use of words herein  such  as  "expects,"
"anticipates,"   "intends,"  "plans,"  "believes,"   "estimates,"
"likely"   and  similar  expressions  are  intended  to  identify
"forward-looking statements" within the meaning of Section 27A of
the  Securities  Act of 1933 and Section 21E  of  the  Securities
Exchange Act of 1934, and are subject to the safe harbors created
thereby.   These statements are based on a number of  assumptions
that could ultimately prove inaccurate and, therefore, there  can
be  no  assurances  that they will prove  to  be  accurate.   The
reader's  particular  attention is directed  to  the  sub-heading
"Forward  Looking Information and Cautionary Statement" contained
in  Part  II,  Item 7, "Management's Discussion and  Analysis  of
Financial  Condition  and  Results of Operations"  and  the  sub-
heading "Certain Factors Which May Affect Business" at the end of
Part I, Item I for a discussion of risk and other factors.
     
<PAGE 4>


                             PART I

Item 1.                     BUSINESS

General

     The  Company,  through its wholly-owned  subsidiary  Comptek
Federal  Systems,  Inc. ("CFS"), designs and  develops  dedicated
defense   related  systems,  software  and  proprietary  products
intended  for  the  global  military  electronics  market.  These
defense  related  systems  provide  management  information   and
implement offensive and defensive responses in combat situations.
The  Company also provides value based engineering and  technical
life-cycle  support services for several core competency  related
tactical military systems.
     
     In   March  1996,  the  Company  acquired  Advanced  Systems
Development,  Inc., ("ASDI"), a  highly specialized developer  of
electronic  warfare simulation, training and software  validation
systems,  related  to electronic surveillance.  At  the  time  of
acquisition by the Company, ASDI had annualized sales of slightly
under   $14  million,  with  approximately  50%  of  such   sales
attributable to international activities.  Largely as a result of
the  acquisition of ASDI, the Company substantially increased its
presence in international markets. Expansion through acquisitions
and   increased  international  activities  are  both   important
elements  of the Company's business strategy moving forward.

     Prior  to  fiscal 1997, the Company, divided  its  operating
activities  into  the  Defense Electronics  Systems  and  Service
segment  ("Defense  segment")  and  the  Commercial  Systems  and
Service  segment  ("Commercial segment"). The Commercial  segment
operated,    and    held    an    investment    in,    commercial
telecommunications.  Comptek Telecommunications, Inc. ("CTI") and
Industrial Systems Service, Inc. ("ISS") designed, developed  and
manufactured  wireless data communications systems during  fiscal
1992   through  1995.   Effective  May  31,  1995,  the   Company
transferred  substantially all of the assets and  liabilities  of
CTI  and ISS to ARIA Wireless Systems, Inc. ("ARIA"), in exchange
for  an  equity  interest in ARIA.  During the third  quarter  of
fiscal  1996,  the Company initiated an intensive review  of  its
investment in ARIA, and as a result of this review, coupled  with
the  financial  difficulties encountered by ARIA,  the  Company's
investment in ARIA, together with any amounts then due from ARIA,
was  written  down  to zero.  On April 30,  1996,  ARIA  filed  a
voluntary petition under Chapter 11 of the Bankruptcy Code in the
United  States Bankruptcy Court for the Western District  of  New
York  ("Bankruptcy  Court").   Based  on  the  October  1,  1997,
Bankruptcy   Court-approved  Plan  of   Reorganization   and   an
agreement,  between  ARIA  and certain creditors,  including  the
Company, 250,000 shares of ARIA common stock were received by the
Company  in  settlement of its claims.  On March  31,  1998,  the
common shares of ARIA were quoted on the OTC Bulletin Board at  a
last  trade  of $2.50 per share.  The Company believes  there  is
insufficient  financial  and  market information  available  and,
therefore,  the Company's equity interest in ARIA  has  not  been
given  any  accounting value in its financial statements.   There
can  be no assurances that the Company could achieve such a price
upon any sale of its ARIA shares.

     As  a  result  of the ASDI acquisition, the changes  in  the
telecommunications business, and the Company's business  strategy
moving forward, beginning in fiscal 1997 segment information will
be  reported in two defense-related segments: the Engineering and
Technical Services segment ("Services") and the  Defense  Systems
segment ("Systems").
     
     After  the  close  of the Company's fiscal  year  1998,  the
Company  completed its purchase of PRB Associates, Inc.  ("PRB").
The  Company's  financial results for fiscal year 1998  were  not
affected  by  the  acquisition  of  PRB.   The  Company  expects,
however,  that PRB will be a substantial factor in the  Company's
future  operations and financial condition.   PRB is a leader  in
the  development  of military mission planning  systems  used  to
automate  complex planning functions for routing, fuel,  ordnance
and  tactics  for  the  most advanced aircraft  weapons  systems.
PRB's  planning  systems and modules are used for  strategic  and
tactical weapons planning.  PRB also designs and produces mission
support and analysis equipment.  PRB's annual net sales, prior to
the  acquisition by the Company, were approximately  $30  million
with   the  majority  of  such  sales  attributable  to  domestic
activities.  PRB will operate as a wholly-owned subsidiary of the
Company.

<PAGE 5>

       The  Company's  business  segments  operate  in  both  the
Electronic  Warfare ("EW") and Command, Control,  Communications,
Computer and Intelligence ("C4I") technology areas.  Radar  is  a
primary   military  application  used  for  critical  battlefield
functions   such   as   target   detection,   weapons   guidance,
communications and intelligence.  This has led to  the  emergence
of  increasingly  sophisticated and rapidly  evolving  electronic
surveillance and countermeasures, which are broadly described  as
"Electronic  Warfare."  The reliance  of  most  modern  offensive
weapons  systems upon radar targeting and guidance  has  prompted
the  development of defensive surveillance systems which  rapidly
and  reliably  detect  and identify hostile weapons  and  weapons
platforms,  such  as  ships,  submarines,  aircraft   or   ground
installations,  by means of their electromagnetic emissions,  and
then activate programmed countermeasures, such as jamming, decoys
and other deceptive electronic responses.

Engineering and Technical Services

      With  the  downsizing  of the U.S.  Department  of  Defense
("DoD"),  many  government agencies will continue  to  experience
periodic   reorganizations,  consolidation  of   facilities   and
functions, reduction in personnel, and constrained budgets.  As a
result,  the  DoD  has been forced to rely more  heavily  on  the
technical   and  engineering  skills  and  services  of   defense
contractors to achieve its objectives and goals.

      The implementation, life-cycle maintenance, and operational
support  of complex military systems require technical  expertise
in    systems    interoperability,   software   validation    and
verification,  and  configuration  management.   Comptek   is   a
recognized  provider of highly-valued engineering  and  technical
services  within the Company's niche market segments - electronic
warfare,  command and control, and naval sea systems engineering.
Through  its  Services  segment, Comptek provides  a  variety  of
engineering   services,  including  technical  support,   program
management, software verification and validation, and training.

     For over twenty years, the Company has provided a wide range
of  technical  and engineering services to the U.S.  and  foreign
governments  for  both  military and  non-military  applications.
Many  of these services build on the Company's knowledge of  C4I,
particularly  in  regard  to the applications  of  computers  for
signal   processing,   battle   management   support,   data-link
processing and EW simulation and training.  The Services  segment
reported  fiscal  1998 net sales of $46.7 million  compared  with
$55.4 million in fiscal 1997, a decrease of 16%.

     In May 1994, the Company was awarded a follow-on contract to
the   Electronic Combat Mission Support ("ECMS") contract managed
by Comptek since April 1989.  This contract is for support of the
Naval  Air  Warfare Center, Weapons Division,  located  in  Point
Mugu,   CA.    This   cost-plus-fixed-fee  contract   represented
approximately  $17 million in revenues, 24% of total  sales,  for
fiscal 1998 and $22 million in revenues, 29% of total sales,  for
fiscal 1997.
     
      The  fiscal 1998 decrease in net sales on the ECMS contract
is  attributable  the  U.S. Navy contracting  directly  with  the
Company's  subcontractors  as opposed to  this  activity  passing
through the Company's U.S. Navy contract.  The ECMS contract  has
a  period  of performance through August 31, 1998, which  may  be
extended by the Navy.  The Company anticipates that the Navy will
have  a  successor  program that will be  awarded  based  upon  a
competitive  bidding process which is currently being  conducted.
The Company has submitted a bid for the successor program.

      The  Company's contract with the Naval Sea Systems  Command
("NAVSEA"), also included in the Services segment, accounted  for
approximately $8 million of net sales in both fiscal 1998 and  in
fiscal  1997.  In May 1997, the Company was awarded  a  successor
contract  to continue to provide engineering services.  The  one-
year  contract  award included four additional one-year  options,
exercisable  by  the Navy.  In May 1998, the Navy  exercised  the
first one-year option valued at up to $12 million.

<PAGE 6>

Defense Systems

      Successful  military  operations  are  dependent  upon  the
effective  use  of the electromagnetic spectrum, the  ability  of
military  commanders to make timely situational  assessments  and
decisions,  and  the  ability of one side to control  the  combat
area.    Comptek  is  a  market  leader  in  advanced  EW  signal
processing and threat analysis techniques, real-time command  and
control  data-link  processing and  display  systems,  and  range
airspace  management systems.  All of which Comptek has developed
and  successfully  deployed  in real  combat  situations.   These
systems  are  designed to operate in today's  complex  electronic
combat  environments.  These systems and products include  unique
operational,  diagnostic,  and  training  software  -   utilizing
commercial-off-the-shelf ("COTS") hardware wherever possible.

     EW  is a critical factor in warship survivability in an  age
of  radar  guided  anti-ship missiles.  The Company  has  been  a
supplier  to the U.S. Navy of surface electronic warfare  systems
and software since 1973, beginning with the Company's operational
software   development  for  the  U.S.  Navy's   state-of-the-art
shipboard  EW  system, the AN/SLQ-32.  The  AN/SLQ-32  system  is
still  the primary U.S. Navy shipboard electronic warfare  system
and  was  actively operational on almost every U.S. Navy  warship
engaged  in  the Persian Gulf War, including cruisers, destroyers
and frigates. Continuing involvement of the Company in the Navy's
life  cycle  maintenance  program for the  SLQ-32  and  successor
systems,  coupled with the additional development and  production
of  several  system upgrades and new software  loads,  makes  the
Company a major force in U.S. Navy shipboard EW.

      The  Company's  involvement in airborne electronic  warfare
includes production of test and support equipment, and design and
development  of  operational  software.   The  Company  has  been
involved  either in the development or life-cycle maintenance  of
virtually  every U.S. airborne EW system developed over the  last
twenty  years.   The Company developed several  of  the  critical
signal  processing algorithms used for identifying hostile radars
quickly,  and has assisted the U.S. and foreign air  forces  with
the development of improved software for a wide variety of combat
aircraft  installed radar warning receivers.  This expertise  led
to  the  design  and production of specialized support  and  test
equipment  used  in  maintaining the software in  modern  digital
radar warning receivers and self-protection jammers.
     
     In  addition  to  developing  and building  military-related
defense  systems  in  fiscal years 1998  and  1997,  the  Company
continued   to   be  heavily  involved  in  the  development   of
proprietary  special purpose military products.   These  products
are   tangible   manifestations  of  organically  evolved   niche
technologies.  The Systems segment's net sales in 1998  increased
approximately 20% to $25.3 million from $21 million.

     The  Company  acquired  Advanced Systems  Development  Inc.,
which  was  integrated into the Systems Segment as  the  Advanced
Systems  Division ("ASD"), as of March 1, 1996.  As a  result  of
this    acquisition,   the   Company   entered   into   the    EW
Simulation/Stimulation market.  ASD specializes  in  the  design,
development, and manufacture of electronic environment simulators
and  stimulators for trainers, jammers and radar warning receiver
("RWR")  evaluation subsystems.  Simulators can replicate  battle
environments, aircraft cockpits, or operator stations to  provide
effective training at costs significantly less than necessary for
large-scale exercises.  Simulation is a core capability which can
be  applied  in  a  variety of applications,  including  testing,
training, maintenance, and research.

Marketing

     The  Company's  military  marketing  efforts  emphasize  its
substantial experience and knowledge in the engineering, software
development,  testing  and  evaluation  of  computer   controlled
command and control systems and the sophisticated software  which
it  has  developed for electronic warfare systems.  Additionally,
as  a  result  of  the  acquired ASDI operations,  the  Company's
international   marketing  efforts  have   increased,   primarily
directed  toward EW Simulation products of the highest commercial
quality.   These types of commercial products are  considered  by
the  U.S.  Government  as  COTS  equipment.   The  Company's   EW
Simulation  products  are priced based on cost,  competition  and
future customer potential purchases.

<PAGE 7>

     Marketing  is  conducted  primarily  by  the  Company's  own
marketing  and technical staffs.  In many instances, the  Company
is invited to bid on a contract by a contracting office or agency
of  the  U.S. Government.  Foreign customers are covered  by  the
Company's direct marketing forces in conjunction with several in-
country  representatives.   In certain instances,  the  Company's
products  and  services are purchased by the U.S. Government  for
the  benefit of foreign customers under the U.S. Foreign Military
Sales Program.

Customers

     During  the  fiscal year ended March 31, 1998, approximately
87% of the Company's revenues were attributable to contracts with
departments  and agencies of the U.S. Government (including  both
prime  and  subcontracts).  The remaining 13%  of  revenues  were
derived  from sales of military related products and services  to
foreign  governments  and corporations.  The Company's  customers
currently include all of the branches of the U. S. Armed  Forces.
Its   present   prime  contractor  relationships  include   Vitro
Corporation  (the largest subsidiary of Tracor, Inc.),  McDonnell
Douglas,   Northrup   Grumman,  and   Raytheon-Hughes.    Foreign
customers  have  primarily  been  located  in  France,   Germany,
Australia, Israel, Italy, Sweden, Switzerland, Japan, Canada, and
the United Kingdom.
     
     As discussed above, a major multi-year omnibus contract with
the  U. S. Navy, Naval Air Warfare Center, Point Mugu, California
("NAWC  Weapons") was awarded to the Company in April  1989  (the
four-year  follow-on was awarded in May 1994) and  accounted  for
24%  of the Company's revenues for fiscal 1998 and 29% for fiscal
1997.  This cost-plus-fixed-fee contract required the Company  to
provide  ECMS to NAWC Weapons.  Management anticipates that  this
program  will continue to be a major source of revenue in  fiscal
1999.   The  current contract continues through August 31,  1998.
Additionally, the Company is under contract with the  NAVSEA  for
engineering  support  for its reliability,  maintainability,  and
quality  assessment.   This   contract  represented  11%  of  the
Company's  sales in fiscal 1998 and 10% of sales in fiscal  1997.
No  other single contract accounted for over 10% of the Company's
revenues in fiscal 1998.

     In fiscal 1998, approximately 64% of the Company's military-
related  revenues  were  derived  from  cost-plus-fee  contracts,
approximately  29% were derived from fixed-price  contracts,  and
approximately  7% were derived from time-and-material  contracts.
On  cost-plus-fee contracts, the Company is reimbursed fully  for
certain allowable costs and receives a negotiated fee based on  a
percentage  of these allowable costs.  On fixed-price  contracts,
the  price  is not subject to adjustment by reason  of  the  cost
incurred in the performance of the contract.  With these types of
contracts, the Company assumes the risk that it will not  perform
at  a  cost  below  the  fixed price.   Under  time-and-materials
contracts,  the  Company is paid for the cost  of  materials  and
receives   an   hourly  rate  intended  to  cover  salary   costs
attributable to work performed on the contract, related  overhead
expenses, and an agreed-upon profit margin.

     Substantially all of the Company's U.S. Government contracts
(including both prime and subcontracts) are multi-year  contracts
which  result  from  a  competitive bidding process.   Government
contracts contain provisions permitting termination at  any  time
at  the convenience of the Government upon payment to the Company
of  costs incurred plus a profit related to the work performed to
date  of  termination.   All of the Company's  contracts  contain
these  provisions.  No material adverse adjustments  or  loss  of
revenue occurred during the last fiscal year as a result of early
contract  termination.  The Company, as a Government  contractor,
is  subject to various statutes and regulations governing defense
contracts  generally, certain of which carry substantial  penalty
provisions, including denial of future Government contracts.  The
Company's  books and records are subject to audit by the  Defense
Contract  Audit  Agency ("DCAA").  These  audits  can  result  in
adjustments  to contract costs and fees.  A final  audit  by  the
Government has been completed through fiscal 1995.

Engineering and Manufacturing

     The Company's technical personnel generally produce the
software and systems sold by the Company and also perform the
software engineering services; however, from time to time, the
Company engages subcontractors and specialized consultants to
perform  limited portions of this work.

<PAGE 8>

     The   Company's  systems  are  manufactured  from   standard
hardware components and items, such as printed circuit boards and
fabricated metal parts, which are either built by the Company  or
built   to  the  Company's  specifications  by  various   outside
suppliers.  The Company may also use quality commercial equipment
referred  to  as  COTS for various systems, Computer hardware  is
purchased,   by  the  Company,  pursuant  to  standard   original
equipment  manufacturer ("OEM") and Value Added Reseller  ("VAR")
arrangements  which  enable the Company to  obtain  discounts  on
these  products based on the volume it purchases.  In some cases,
the  customer furnishes the computer hardware which  the  Company
modifies  as  part  of the project.  The Company  tries  to  have
multiple sources for all materials and components.  However,  due
to  the  advanced  nature  of some of  the  Company's  commercial
products,  chip designs may be available for short  periods  from
only a single source.

Competition

     The   defense   industry  is  dominated  by  several   large
companies,  all  of  whom have much greater  resources  than  the
Company.   These competitors include McDonnell Douglas,  Lockheed
Martin,  Raytheon-Hughes, Tracor, Inc., AAI, Inc.,  Unisys,  TRW,
Inc.,  Condor  Systems, Inc., and Computer Sciences  Corporation.
The  size and reputation of many of these companies may give them
an  advantage  in  competing  for contracts.   The  Company  also
competes  with  several small companies which can sometimes  take
advantage  of special government programs such as small  business
and  small  disadvantaged business set asides.  The  Company,  in
1998  and earlier, was able to qualify for small business  status
when the standard selected is 750 employees or less.  As a result
of  its  acquisition of PRB in May 1998, the Company total number
of  employees has increased to approximately 900 which is  likely
to result in the Company not qualifying for small business status
in most circumstances.

     There  is no single company, however, that competes directly
with  the  Company  with respect to all of  the  Company's  major
defense  market segments.  The Company competes on the  basis  of
the  technical  expertise  of  its  engineering  staff,  and  the
performance, reliability and price of its products and  services.
Government  procurement regulations and recent  legislation  have
placed   a  great  emphasis  on  competitive  procurements.    In
addition, political pressures directed at budget limitations  are
likely  to  result  in  keen  competition  on  available  defense
industry procurements.

Backlog

      The Company's funded backlog and contract backlog of orders
at   March  31,  1995,  1996,  and  1997,  were  as  follows  (in
thousands):

<TABLE>
     <S>            <C>         <C>        <C>
                    March 31,   March 31,  March 31,
                    1996        1997       1998
                                           
     Funded         $ 20,289    $ 40, 607  $29,157
     Backlog
     Contract       $ 62,030    $103,900   $103,538
     Backlog

     </TABLE>

     Funded  backlog  includes orders from  prime  contracts  and
contracts with the U.S. Government which are incrementally funded
by  the procuring Government office or agency.  Contract backlog,
which  includes funded backlog, represents the aggregate contract
revenues  remaining to be earned by the Company at a  given  time
over  the  life  of  the contract, whether or not  fully  funded.
Backlog does not include option years until they are exercised by
the  customer.  Backlog may not be indicative of net sales in any
particular  period because of timing differences associated  with
receipt of contracts, modifications and extensions.

<PAGE 9>

     The   Company   operates  within  two   business   segments:
Engineering  and  Technical  Services  ("Services")  and  Defense
Systems  ("Systems") (see Item 7 "Notes to Consolidated Financial
Statements"    and   Note  13  "Business   Segments"   for   more
information).   March 31, 1997, and 1998, segment backlog  is  as
follows:
     
     <TABLE>
     <S>              <C>                    <C>
                         March 31, 1997        March 31, 1998
                      Services    Systems    Services   Systems
                                                            
     Funded Backlog    $22,081    $18,526     $11,326   $17,831
     Contract          $65,331    $38,569     $66,149   $37,389
     Backlog

     </TABLE>

Research and Development

     The  Company, during fiscal year 1998, continued its efforts
to  develop  and  apply  new  technology.  The  Company  incurred
expenditures  of  $772,000,  $835,000,  and  $1,308,000  for  R&D
activities   in   fiscal  1998,  1997,  and  1996,  respectively.
Approximately  $454,000, $630,000 and $640,000  in  fiscal  1998,
1997, and 1996, respectively, of these expenses are eligible  for
reimbursement  by  the  Government as  independent  research  and
development ("IR&D").

Employees

     The  Company  believes that its continued  success  will  be
largely  dependent upon its ability to continue  to  attract  and
retain  highly trained professional and technical personnel.   As
of  March  31,  1998,  the  Company  had  620  employees.   Their
principal  areas  of expertise include engineering,  electronics,
computer technology and management sciences.

Patents and Trade Secrets

     The  Company  currently  holds one  patent  for  a  recently
developed  proprietary product.  The Company intends to  consider
the  benefits  of patents as to products which may be  developed.
The  Company's  personnel  and various customers,  suppliers  and
consultants  are  covered by trade secret  agreements  and  other
similar contractual arrangements.

     The   Company  is  restricted  in  its  use  of   applicable
inventions, processes and proprietary data developed  during  the
performance  of  U.S. Government contracts.  Depending  upon  the
category  of work, (a) the Government may acquire title  and  the
Company,  at  a  minimum, reserves a non-exclusive,  royalty-free
license, (b) the Company may acquire the principal rights and the
Government  takes  an  irrevocable,  non-exclusive,  royalty-free
license, or (c) the final determination of rights may be made  in
the best public interest by a government contracting officer.

 Officers of the Registrant

     The  following  table sets forth as of June  17,  1998,  the
names  and  ages of the officers of the Company and the principal
positions and offices held by each such person.

<TABLE>
     <C>                 <C>    <C>
     Name                Age    Positions
                                
     John J. Sciuto      55     Chairman, President and CEO
                                
     Christopher A.      46     Executive Vice President,
     Head                       General
                                Counsel, and Secretary
                                
     James D. Morgan     61     Vice   President  and  Chief
                                Scientist
                                
     Laura L. Benedetti  32     Vice President of Finance
                                and Treasurer
</TABLE>
<PAGE 10>

     Mr.   Sciuto was named President and Chief Executive Officer
of the Company on April 1, 1996 and President and Chief Executive
Officer  of Comptek Federal Systems in April 1992.  Since joining
Comptek  in 1986, Mr. Sciuto has held positions as Vice President
for  Surface  Navy Electronics Warfare and Senior Vice  President
for  Defense  Electronics  prior to an  appointment  in  1991  as
Division  President  and  Chief  Operating  Officer  for  Comptek
Federal Systems.  Effective April 1, 1997, he was elected to  the
additional position of Chairman of the Board of Directors.

     Mr.  Head has been Vice President and General Counsel of the
Company  since  1985.  In 1991, he was designated Executive  Vice
President.  Mr. Head also served as Chief Financial Officer  from
April 1992 to June 1993.  He has also served as Secretary of  the
Company since 1985.

     Mr.   Morgan  is Vice President and Chief Scientist  of  the
Company.  Prior to joining the Company in April 1990, Mr.  Morgan
was  Vice  President of Barrister Information Systems Corporation
from 1982 to 1990, a former subsidiary of the Company spun off in
1982.  Mr. Morgan, a founder of Comptek Research, Inc., has  been
a director of the Company since its formation in 1968.

     Ms.   Benedetti was appointed Vice President of Finance  and
Treasurer  of the Company effective April 1, 1997. Ms.  Benedetti
has  been  Treasurer  of  the Company since  1992  and  Principal
Financial  and  Accounting Officer since 1995.   Prior  to  being
named  Treasurer of the Company, she served as Controller of  the
Company's  subsidiary,  Comptek Telecommunications,  Inc.  during
1991.

     Officers are elected annually by the Board of Directors  and
     serve at the pleasure of the Board of
Directors.   There are no family relationships among any  of  the
Company's directors or officers.

Certain Factors Which May Affect Business

      Discussed throughout this report, including in Part I, Item
1,  "Business" and Part II, Item 7, "Management's Discussion  and
Analysis  of Financial Condition and Results of Operations,"  are
various  factors  which may affect the operations  and  financial
condition of the Company.  Particular attention is called to  the
following factors:

     Government Contracting.  Historically in excess  of  85%  of
the  Company's revenues have been attributable to contracts  with
departments  and  agencies of the United States Government.   The
majority  of  the Company's U.S. Government contracts  (including
both  prime  and  subcontracts) are  multi-year  contracts  which
result  from a competitive bidding process.  As a contractor  and
subcontractor to the U.S. Government, the Company is  subject  to
various laws and regulations that are more restrictive than those
applicable  to non-government contractors.  Government  contracts
contain  provisions permitting termination at  any  time  at  the
convenience  of the Government upon payment to the contractor  of
costs  incurred, plus a profit, related to the work performed  to
date  of  termination.   All of the Company's  contracts  contain
these  provisions.  The Company, as a government  contractor,  is
subject  to  various statutes and regulations  governing  defense
contracts  generally, certain of which carry substantial  penalty
provisions, including denial of future government contracts.  The
Company's books and records are subject to audit by the DCAA,  an
arm of the United States Department of Defense.  The DCAA has the
right  to  challenge the Company's cost estimates or  allocations
with  respect to any such contract.  DCAA audits are  routine  in
the  defense  contracting  industry, and  the  Company  has  been
subject to such audits from time to time.

     Product  Development.   In each of the  fiscal  years  ended
March   31,  1995,  1994,  and  1993  the  Company  substantially
increased  its  spending  in the area  of  product  research  and
development  in  an  effort to develop new products  and  product
enhancements.   The majority of this spending  was  for  wireless
data communication products, which have been transferred to ARIA.
As  a result of its transfer of the business operations of CTI to
ARIA, the Company will no longer be engaging in R&D spending  for
wireless  data products.  Although the Company's overall spending
for  R&D has decreased in the fiscal years ended March 31,  1998,
1997 and 1996, as a result of the business transfer to ARIA,  the
Company  has increased R&D spending on military-related products.
There  can be no assurance that such R&D spending will result  in
future  product  sales or improved profit  margins  on  sales  of
existing product.

<PAGE 11>

     International  Sales.   The  Company  has  recently   placed
greater   emphasis  on  international  sales  and  has  increased
marketing expenses in order to compete in international  markets.
On  March 7, 1996, the Company completed the acquisition of ASDI.
For  fiscal  year  ended March 31, 1998, the  Company's  Advanced
Systems  Division  recorded sales of approximately  $15  million.
Approximately  66%  of  these sales were  to  foreign  customers.
Total  Company international sales were 13% in Fiscal  1998.   In
addition  to  the  uncertainty as to the  Company's  ability,  to
maintain and expand an international presence, there are  certain
risks inherent in doing business on an international level,  such
as  unexpected changes in regulatory requirements,  problems  and
delays in collecting accounts receivable, tariffs and other trade
barriers,   difficulties  in  staffing   and   managing   foreign
operations, longer payment cycles and political instability.   In
addition,   effective  patent,  copyright,   and   trade   secret
protection  may  be  limited or unavailable  under  the  laws  of
certain  foreign jurisdictions.  There can be no  assurance  that
one  or  more  of  such factors will not have a material  adverse
impact   on  the  Company's  business,  operating  results,   and
financial condition.

     Acquisition  Strategy.  The Company's acquisitions  of  ASDI
and  PRB are part of a business development strategy which places
emphasis on both internally and externally generated sales growth
in  niche markets.  While there are currently no commitments with
respect   to  any  significant  future  acquisitions,  management
frequently evaluates the strategic opportunities available to  it
and,  in  the  near-term or long-term future, expects  to  pursue
acquisitions  of additional complementary products,  technologies
or  businesses.  Such acquisitions by the Company may  result  in
the  diversion  of  management's attention  from  the  day-to-day
operations  of  the Company's business and may  include  numerous
other  risks,  including difficulties in the integration  of  the
operations  and products, integration and retention of  personnel
of  the  acquired companies and certain financial risks.   Future
acquisitions  by the Company may result in dilutive issuances  of
equity  securities, the incurrence of additional debt,  reduction
of  existing  cash  balances, amortization  expenses  related  to
goodwill  and  other  intangible  assets  and  other  charges  to
operations  that  may materially adversely impact  the  Company's
business, financial condition or operating results if performance
is below expectations.

      Year  2000  Issue.    Numerous  business  publications  and
government reports have alerted businesses and investors  to  the
potential   adverse  impact  of  computer  programs  failing   to
correctly  recognize the year 2000.  The Company believes  it  is
adequately addressing modification or replacement of its internal
operating  systems  and  its  products.   The  Company  does  not
currently anticipate that it will incur material expenditures  to
complete  any  such modification or replacement, as  the  Company
believes  that  a majority of its systems and products  are  Year
2000  compliant,  although there can be  no  assurances  in  this
regard.   A  failure  of suppliers or customers  to  successfully
address  the  Year  2000 Issue, however, could  have  a  material
adverse effect on the Company and it financial condition.

      Technical  Personnel.    The defense electronics  industry,
similar to the commercial electronics and software industries, is
experiencing  difficulties in recruiting and retaining  technical
personnel.  This situation has resulted in opportunities for  the
Company  to  supply its technical personnel to other firms  on  a
contract  basis.  These can be no assurances, however,  that  the
Company  will  continue to be able to attract and  retain  highly
skilled technical and professional employees.

<PAGE 12>

Item 2.   PROPERTIES

Real Property

     The  Company  currently leases all the principal  facilities
used  in  its  business.   All offices  are  used  primarily  for
services, engineering, manufacturing and systems development work
in support of the Company's various contracts and customers, with
the  exception of approximately 3,000 square feet of office space
occupied  by the Company's corporate and administrative staff  in
Buffalo,  New York.  The Company's lease of the facility  located
in  Elmhurst,  New  York is with the prior owners  of  ASDI,  now
employees of the Company.  The Company believes that the terms of
this  lease  reflect current market conditions in that  location.
The  following table shows the location and square footage of the
Company's  leased facilities (net of subleases) as  of  April  1,
1998:

<TABLE>
     <S>                    <C>
     Location               Square
                            Footage
                            
     Buffalo, New York       39,900
     Elmhurst, New York      23,000
     Camarillo, California   21,644
     Arlington, Virginia     18,405
     San Diego, California   11,612
     Virginia Beach,         10,376
     Virginia
     Goleta, California       9,000
     Mt. Laurel, New          6,165
     Jersey
     Dahlgren, Virginia       3,000
     Ridgecrest,              1,494
     California
     Shalimar, Florida          614
     Gautier, Mississippi       560
</TABLE>

Equipment and Leasehold Improvements

     The  Company's equipment and leasehold improvements include:
computer  equipment  and  related  tools  used  in  the   design,
development,  testing  and simulation of  systems  and  programs;
office  furniture  and  fixtures;  office  trailers  located   at
military   bases;  and  leasehold  improvements   undertaken   to
accommodate computers and other equipment.

Item 3.   LEGAL PROCEEDINGS

      The  Company is involved in various other legal proceedings
and  claims which have arisen in the ordinary course of  business
that  have  not  been  finally adjudicated.  These  actions  when
ultimately  concluded and determined will not, in the opinion  of
management,  have  a  material adverse impact  on  the  Company's
financial position, results of operations, and liquidity.

<PAGE 13>

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The Item is not applicable.


                            PART II

Item 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

Stock Market And Dividend Information

     The common stock of Comptek Research, Inc. is listed on the
American Stock Exchange under the symbol CTK.  The table below
sets forth market price information for fiscal years 1997 and
1998 (April 1, 1996 through March 31,1998):
          
          
          <TABLE>
          <S>            <C>       <C>
          Quarter
          Ended          High      Low

          6/28/96        6 15/16        4 7/8
          9/27/96        6 11/16        4 15/16
          12/27/96       6 3/16         4 7/8
          3/31/97        7              5 1/4
          6/27/97        8              5 1/4
          9/26/97        9 1/8          7 1/8
          12/26/97       8 3/4          6 1/4
          3/31/98        9 1/2          6 7/8
          </TABLE>

     At June 17, 1998, there were 4,989,268 shares of Common
Stock outstanding, held by  389 shareholders of record, with the
total number of shareholders estimated to be approximately 2,300.

No cash dividends were paid in fiscal years 1998 or 1997.
Dividend restrictions are detailed in Note 3 on page 30 of Item
8.
<PAGE 14>

Item 6.        SELECTED FINANCIAL DATA

Comptek Research, Inc. and Subsidiaries
<TABLE>
<CAPTION>
 Selected Financial Data
 (In thousands, except per share data)
                                       Year Ended March 31,
                      1998    1997      1996      1995     1994
Operations Statement
Data
<S>                   <C>     <C>       <C>       <C>      <C>
Net sales            $72,008  $76,469   $55,168   $57,835  $63,073

Income (loss) before
loss associated
with ARIA Wireless
Systems, Inc.          2,695    2,173       428        53   (4,728)

Net income (loss)      2,695    2,173    (8,552)     (980)  (4,844)

Net income (loss)
per share - basic        .52      .42     (1.90)     (.22)   (1.13)

Dividends per share        _        _         _         _      .08



Balance Sheet Data
Working capital      $ 6,779  $ 8,238   $ 8,298   $ 5,435  $ 8,535

Total assets          25,927   24,792    25,861    21,141   23,044

Long-term debt         2,558    4,296     7,626     2,244    3,016

Shareholders' equity  11,247   10,572     8,245    11,275   11,527

Shareholders' equity
per outstanding share   2.25     2.02      1.60      2.56     2.66
</TABLE>

<TABLE>
<CAPTION>
Quarterly Financial Data (unaudited)
(In thousands, except per share data)
                        1st        2nd       3rd    4th      Total
                      Quarter    Quarter   Quarter Quarter   Year

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

Fiscal 1998
Net sales             $18,510    $17,071   $17,252  $19,175  $72,008

Operating profit        1,036      1,177     1,186    1,444    4,843

Net income                565        642       664      824    2,695

Net income per share

 - basic                  .11        .12       .13      .16      .52

Fiscal 1997
Net sales             $18,009    $18,904   $18,986  $20,570  $76,469

Operating profit          820        990     1,075    1,331    4,216

Net income                392        498       552      731    2,173

Net income per share
- basic                   .07        .10       .11      .14      .42
</TABLE>
<PAGE 15>


Item 7.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS


Business Overview

Comptek  Research, Inc. (the "Company"), through its wholly-owned
subsidiary,  Comptek Federal Systems, Inc. ("CFS"),  designs  and
develops   dedicated  defense-related  systems,   software,   and
proprietary products intended for the global military electronics
market.   These   defense-related  systems   provide   management
information  and implement offensive and defensive  responses  in
combat   situations.  Additionally,  the  Company  is  a  highly-
specialized developer of electronic warfare simulation, training,
and   software   validation   systems   related   to   electronic
surveillance.  The Company also provides value-based  engineering
and  technical  life-cycle  support  services  for  several  core
competency related tactical military systems.

After  the  close of its fiscal year 1998, the Company  completed
the  purchase  of  PRB Associates, Inc. ("PRB").   The  Company's
financial results for fiscal year 1998 were not affected  by  the
acquisition of PRB.  The Company expects, however, that PRB  will
be  a  substantial factor in the Company's future operations  and
financial  condition.   PRB is a leader  in  the  development  of
military  mission  planning  systems  used  to  automate  complex
planning  functions for routing, fuel, ordnance, and tactics  for
the  most  advanced  aircraft weapons systems.   PRB's   planning
systems  and modules are used for strategic and tactical  weapons
planning.   PRB  also  designs and produces mission  support  and
analysis  equipment.   PRB's  annual  net  sales,  prior  to  the
acquisition by the Company, were approximately $30 million,  with
the  majority of such sales attributable to domestic  activities.
PRB  will  operate as a wholly-owned subsidiary of  the  Company.
Pro  forma  financial information regarding PRB is  presented  in
note 8 of the consolidated financial statements.

The  Company  operates  two  business segments:  Defense  Systems
("Systems") and  Engineering and Technical Services ("Services").

The Company's systems and services are provided primarily through
three  types of contracts:  fixed-price, cost-reimbursement,  and
time-and-materials.  Fixed-price contracts require the Company to
provide  products  and perform services at  a  stipulated  price.
Under cost-reimbursement contracts, the Company is reimbursed for
all  actual  costs  incurred in performing the contract,  to  the
extent  that  such  costs  are within the  contract  ceiling  and
allowable under the terms of the contract, plus a fee or  profit.
Time-and-materials contracts reimburse the Company for the number
of  labor hours expended at an established hourly rate negotiated
in the contract, plus the cost of materials incurred.

The   Company  assumes  greater  financial  risk  on  fixed-price
contracts than on either cost-reimbursement or time-and-materials
contracts.  However, fixed-price contracts typically provide  the
Company  with  greater profit opportunities.   Historically,  the
Services segment has primarily performed under time-and-materials
and  cost-reimbursement contracts, while the Systems segment  has
typically  operated  under fixed-price contracts.   Although  PRB
primarily  will operate under the Systems segment,  approximately
90% of PRB's current contracts are cost-reimbursable.

<PAGE 16>
     
The  U.S.  Department of Defense ("DoD"), the Company's principal
customer  group which accounted for approximately  87%  of  sales
1998,  89% in 1997, and 96% in 1996, has reduced overall spending
in  real  dollars.  Future DoD spending for military  electronics
may, however, increase slightly as major systems are upgraded  or
replaced.  The Company does not currently expect to be materially
adversely  affected by these DoD spending trends, as its  backlog
of   orders  during  the  last  two  fiscal  years  has  been  at
historically record-high levels. No assurances, however,  can  be
given that trends in DoD spending, or other shifts in procurement
practices  of the DoD, will not adversely affect the Company.  In
this  DoD  spending environment, competition for new procurements
is   intense   and   industry  consolidation  via   mergers   and
acquisitions  is  commonplace.  The  Company  has  completed  two
acquisitions   in  the  last  two  years  and  considers   future
acquisitions  to  be  a key element in its  business  plan.   The
Company  expects  these  trends to affect virtually  all  defense
contractors  in  varying degrees.  Additionally, the  Government,
specifically  DoD,  continues  to place  emphasis  on  audit  and
investigative  activities which present  risks  of  unanticipated
financial  exposure  for companies with substantial  activity  in
Government  contract work.  The audit process is an on-going  one
that  includes  post-award reviews and audits of compliance  with
various procurement requirements.  Government regulations provide
that  under  certain  circumstances a contractor  may  be  fined,
penalized,  have its progress payments withheld  or  be  debarred
from  contracting with the Government.  The Company believes that
it  maintains adequate internal systems to ensure compliance with
these requirements and, therefore, does not anticipate a material
adverse   financial   impact  from  the  various   and   on-going
procurement  reviews.  The final billing on certain contracts  is
subject  to the DoD's completion of audits, which can  result  in
adjustments to final contract costs and fees.  These audits  have
been  completed  for  all  fiscal  years  through  1995,  without
material  adjustments.   However, there are  no  assurances  that
future adjustments will not be required.

The Company's Government contracts are subject to termination  at
the  Government's convenience, without cause.   If  a  Government
contract  was  terminated  for  convenience,  the  Company  would
typically  be reimbursed for its allowable costs to the  date  of
termination and be paid a proportionate amount of the  stipulated
profit  or fee for the work actually performed.  The Company  has
not  been materially adversely affected by the termination of any
Government contract.

Results of Operations
The table below sets forth the consolidated operating results for
the annual periods indicated.




<TABLE>
($in millions)         1998         1997          1996
---------------------------------------------------------- 
<S>                <C>     <C>  <C>     <C>   <C>     <C>
Net Sales          $72.0  100%  $76.5   100%  $55.2   100%
Gross Margin        14.2  19.7   13.1   17.2    9.3   16.8
S,G&A                8.6  12.0    8.1   10.6    7.5   13.6
R&D                   .8   1.1     .8    1.1    1.3    2.4
Operating Profit     4.8   6.7    4.2    5.5     .9    1.6
Interest Expense,     .4    .6     .6     .8     .2     .4
net
Income Taxes         1.7   2.4    1.4    1.9     .3     .5
Loss associated      n/a   n/a    n/a    n/a  (9.0) (16.3)
with ARIA
Net Income (Loss)    2.7   3.7    2.2    2.8  (8.6) (15.5)
                                                      
</TABLE>

Fiscal Year 1998 Compared with Fiscal Year 1997.
Consolidated net sales decreased by 6% in 1998 when compared with
1997.   The  Services segment reported 1998 net  sales  of  $46.7
million,  compared  with $55.4 million in  1997,  a  decrease  of
approximately 16%.  This decrease is primarily the  result  of  a
reduction  in  lower-margin subcontractor work on  the  Company's
Electronic Combat Mission Support ("ECMS") contract with the U.S.
Navy.   Sales  on the ECMS contract decreased to $17 million,  or
24%  of  sales, compared with $22 million, or 29%  of  sales,  in
1997.   The reduction in these sales is attributable to the  U.S.
Navy  contracting directly with subcontractors as opposed to this
activity  passing  through  the  Company's  U.S.  Navy  contract.
Additionally,  the  Company  completed  work  on  two  U.S.  Navy
contracts  during the fiscal year, accounting for  the  remaining
decrease in Services segment net sales.  These contracts did  not
provide  for follow-on work.  The Company's ECMS contract  has  a
period  of  performance through August 31,  1998,  which  may  be
extended by the U.S. Navy.  The Company anticipates that the U.S.
Navy  will  have a successor program that will be  awarded  based
upon  a  competitive  bidding process which  is  currently  being
conducted.  The Company expects to submit a bid for the successor
program.  The Company's contract

<PAGE 17>

with  the Naval Sea Systems Command ("NAVSEA"), also included  in
the  Services segment, accounted for approximately $8 million  of
net  sales  in  1998 and in 1997.  In May 1997, the  Company  was
awarded  a  successor contract to continue to provide engineering
services.   The one-year contract award included four  additional
one-year options, exercisable by the U.S. Navy.  In May 1998, the
U.S.  Navy  exercised the first one-year option for approximately
$12 million.

The Systems segment net sales in 1998 increased approximately 20%
to  $25.3  million, from $21.1 million in 1997.  The  Company  in
1998  experienced  increased sales under a fixed-priced  contract
with   the   U.S.  Air  Force  for  an  Air  Combat   Measurement
Instrumentation System.  It is expected that this  contract  will
be substantially completed during the Company's 1999 fiscal year.
Additionally, increases in Systems sales were realized on various
systems  development engineering subcontracts for the  U.S.  Navy
and  U.S.  Air  Force.  Future sales in this  business  area  are
dependent  upon customer requirements for system engineering  and
the  customer's  access  to engineering talent.   Each  of  these
contracts  represents less than 10% of total Company  net  sales.
Total  Company  international sales increased  to  13%  in  1998,
compared  with  11%  in 1997.  The Company's international  sales
typically occur with product lines from the Systems segment under
fixed-price contracts.

The Company's backlog as of March 31, 1998, of $103.5 million was
comparable  with  the year-end record-high $103.9  in  the  prior
year.

Gross margin percentage increased in 1998 to 19.7%, from 17.2% in
the  prior  year.  The  Company's  overall  sales  mix  favorably
affected  the  current  year  gross margin  percentage.  Services
segment  sales decreased by 16%, resulting in a 4%  reduction  in
gross  margin dollars.  This sales decrease was primarily due  to
the sales of lower-margin subcontractor work, as discussed above.
This  Services  type work typically produces lower  than  average
gross  margin  due  to  its "pass-through" type  nature,  thereby
having a minimal impact on gross margin.  Additionally, increases
in  the  Systems segment sales of 20%, resulted in an  associated
increase in Systems gross margin of 17%.

The  Company,  during 1998, continued to focus on  marketing  and
bidding  efforts  in the Services and Systems divisions  in  both
foreign  and  domestic  markets.  The  emphasis  resulted  in  an
increase   in  selling,  general,  and  administrative   ("SG&A")
expense,  both  in  absolute dollars and as a percentage  of  net
sales.   SG&A  expense was $8.6 million in  1998,  up  from  $8.1
million in 1997.  As a percentage of net sales, SG&A increased to
12.0% from 10.6%.

Research  and development ("R&D") for 1998 decreased slightly  to
$772,000 from $835,000 in 1997.  R&D efforts in both periods were
directed primarily at enhancing and maintaining existing products
and systems.

Net interest expense decreased to $421,000 in 1998, from $595,000
in  1997.   This decrease is the result of the reduction  in  the
long-term debt balance throughout the fiscal  year.

The  Company  reported an overall effective tax rate  of  39%  in
1998,  compared with 40% in 1997.  The decrease in the  Company's
effective rate is associated with the establishment of a  Foreign
Sales Corporation ("FSC") during 1998, allowing for a portion  of
the  income  generated by international sales to be  exempt  from
Federal  income taxes.  The Company expects to recognize a  lower
effective tax rate as international sales increase.

Fiscal Year 1997 Compared with Fiscal Year 1996.
The  Company reported revenue growth of 39% for 1997.  Net  sales
increased  to  $76.5 million, from $55.2 million in   1996.   The
acquisition of Advanced Systems Development, Inc. ("ASDI") at the
end  of  1996,  resulted in the Company adding approximately  $14
million  to  1997 net sales.  This acquisition increased  overall
international  sales to 11% of total Company net sales,  compared
with  less  than 3% in the prior year.  The Company recorded  the
remaining  net  sales increase of $7 million  on  contracts  that
provide  for the performance of  technical services to  the  U.S.
Government,  primarily under cost-reimbursement contracts.   Most
significantly,  the Company's ECMS contract with  the  U.S.  Navy
increased to $22 million, or 29% of net sales, in 1997, from  $18
million,  or  33% of net sales, in 1996.  The Company's  contract
with  the  NAVSEA accounted for approximately $8 million  of  net
sales  in  1997.  The Company's backlog as of March 31, 1997  was
$103.9 million, a 68% increase from 1996.

<PAGE 18>

Gross  margin  as a percentage of net sales increased  to  17.2%,
from  16.8%  in 1996, due to a favorable change in the  Company's
sales  mix.   The increased margin was primarily  driven  by  the
additional  Systems sales, resulting from the  ASDI  acquisition.
Systems  sales  typically  generate  higher  gross  margins   and
operating  profits  than Services sales,  primarily  due  to  the
nature  of  the  deliverable product and type of contract.   ECMS
subcontractor  sales  diminished ASDI's  overall  impact  on  the
Company's  gross margin, as the ECMS subcontractor  sales,  which
provide lower gross margin, increased by 32% in 1997.

Overall  SG&A  costs  as a percentage of net sales  decreased  to
10.6%, from 13.6%, primarily as a result of increased sales.  The
Company  continued to place an emphasis on selling and  marketing
in  both  domestic and foreign markets; however, on a  percentage
basis  the  costs associated with these activities were  less  in
1997  than  in  1996.  The change was offset by  an  increase  in
activity  resulting  from the acquired  ASDI  operations.   As  a
result,  total costs for SG&A increased to $8.1 million, compared
with $7.5 million in 1996.

R&D spending levels in 1997, when compared to 1996, excluding the
Commercial   segment's  operations,  decreased  by   17%.    1996
expenditures of $1.3 million included two months of activity from
the  Company's  former Commercial segment's  operations  totaling
approximately $300,000.  In 1996, R&D activities concentrated  on
the  development  of new proprietary military products,  and  the
Company elected to participate in a U.S. Government research  and
development project.

Net  interest  expense increased during 1997  to  $595,000,  from
$218,000  in  1996.   This  increase  was  associated  with   the
establishment  of $5 million in long-term debt  used  to  acquire
ASDI  in  March  1996.  This five-year term  loan  accounted  for
approximately  $386,000  of  the Company's  1997  total  interest
expense.  As of March 31, 1997, the principal balance of the term
loan  decreased  to $4 million.  The Company's  revolving  credit
facility  positively impacted 1997 operating cash levels.   As  a
result,  the  interest  expense  associated  with  this  facility
decreased in 1997 when compared with 1996.

The  Company recorded income tax expense (Federal and  state)  at
the rate of 40% for 1997 and 1996.  The Company, throughout 1997,
reduced  its  income  tax  payments  due  to  its  available  net
operating loss ("NOL") carryforward and other available  credits.
A statement of operations' benefit was recorded by the Company in
the  period when those NOL's and credits were generated.   As  of
March  31,  1997, the Company utilized substantially all  of  the
available  NOL  carryforward.  The Company  has  other  available
credits of $612,000 as of March 31, 1997.

Transactional activities, during 1996, relating to the  Company's
commercial investment in ARIA Wireless Systems, Inc. ("ARIA") had
a  significant impact on the 1996 financial performance.   During
1996,  ARIA  was reorganized and, during the third  quarter,  the
Company initiated an intensive review of its investment in  ARIA.
As   a   result  of  this  review,  coupled  with  the  financial
difficulties  encountered by ARIA, the  Company's  investment  in
ARIA,  together with any amount then due from ARIA,  was  written
down to zero.


Liquidity and Capital Resources

The  table below presents summary cash flow information  for  the
years indicated:

<TABLE>
<S>                    <C>      <C>       <C>
  (In millions)         1998      1997     1996
  Net cash provided                               
  by Operating                  
  activities  	      $   5.7   $   4.2    $   .8
  
  Net cash used by                                
  Investing            
  activities            (1.7)      (.9)     (2.6)
  
  Net cash provided                               
  by (used in)          
  Financing
  activities   	        (3.9)     (3.0)      1.9

  Total change in
  cash     	           $  .1     $  .3     $  .1
</TABLE>
<PAGE 19>

In 1998, operating activities provided $5.7 million in cash flow,
an increase of 36%, when compared with $4.2 million in 1997.  The
1998 increase in cash flow is primarily driven by the increase in
net  income.  Operations provided working capital of  $95,000  in
1998, and $272,000 in 1997.  During 1996, the Company funded  the
operations  of the Commercial segment through May 31,  1995,  and
provided  operating cash to ARIA through the purchase  of  senior
subordinated  notes  totaling $1,827,000.   Additionally,  during
1996,  the  Company  obtained cash from both  the  settlement  of
litigation and receipt of payments on a note taken in the sale of
a subsidiary.

In  1998,  expenditures for equipment and leasehold  improvements
were  $1.1 million, compared with $643,000 in 1997, and  $889,000
in  1996.  This increase is primarily the result of the Company's
expenditure  for  the  upgrade of its  management  and  financial
systems.  This  upgrade, although unrelated  to  the  "Year  2000
Issues"  discussed  below,  provided  the  ancillary  benefit  of
addressing such requirements. Additionally, throughout the fiscal
year  the Company funded and capitalized the software development
for  a  tactical  situation  display  system.   This  system  was
developed for both domestic and international customers utilizing
existing   situation  display  and  data-link  technology.    The
investment  made  in  1998  for this system  development  totaled
$567,000.

During 1998, the Company reduced its total long-term debt by $1.7
million,  compared  with a reduction of  $3.3  million  in  1997.
Operating cash during 1998 was used to repurchase 354,764  shares
of  the  Company's  common  stock for the  treasury,  using  $2.7
million.   In 1997, the Company repurchased 77,500 common  shares
for the treasury, using $427,000.

On March 31, 1998, long-term debt  decreased to $2.6 million from
$4.3  million  at March 31, 1997, and $7.6 million at  March  31,
1996.   Total debt-to-equity (1998: 1.31 to 1; 1997: 1.34  to  1;
1996:  2.14  to  1)  improved as the Company  continued  to  post
increases  in operating cash flows and net income in the  current
year as compared with prior periods.

On  May 14, 1998, the Company completed the purchase of PRB.   In
connection with the completion of this transaction, the Company's
existing credit facility was restructured and a new facility  was
established.  The Company's credit facility has been  revised  as
follows: (1) a new revolving credit agreement with a $12  million
maximum  borrowing limit bearing interest at prime or LIBOR  plus
1.5%  (at the Company's option); (2) a new $15 million seven-year
term  loan  bearing  interest  at  1.75%  above  LIBOR;  and  (3)
remaining  in place, the five-year term loan, with an outstanding
balance of $3 million as of March 31, 1998, bearing interest at a
fixed-rate  of  8.5%.  The entire credit facility is  secured  by
substantially  all  of the Company's assets.   Additionally,  the
Company  entered  into  an  interest  rate  swap  agreement  that
converts $7.5 million of the outstanding debt to a fixed-rate  of
7.86%, with a termination date of June 1, 2003.

The  Company  anticipates  that cash flows  from  operations  and
available borrowing capacity will be sufficient to cover  working
capital, capital expenditures demand, stock repurchases  and  the
repayment of long-term debt.

Other Activities

ARIA  filed  a voluntary petition in the United States Bankruptcy
Court  under Chapter 11 of the Bankruptcy Code on April 30, 1996.
Based   on   the   October  1,  1997  Court  approved   Plan   of
Reorganization  and  an  agreement  between  ARIA   and   certain
creditors,  including the Company, 250,000 shares of ARIA  common
stock were received by the Company in settlement of its claims.

As  of  March 31, 1998, the common shares of ARIA were quoted  on
the OTC Bulletin Board at a last trade price of $ 2.51 per share.
There can be no assurances that the Company could achieve such  a
price  upon  any  sale of its ARIA shares.  Due  to  the  limited
amount  of  available  financial  and  market  information,   the
Company's  equity  interest  in  ARIA  has  not  been  given  any
accounting   value   in  the  Company's  consolidated   financial
statements.

<PAGE 20>

Recent Accounting Pronouncements

Statement  of  Financial Accounting Standards ("SFAS")  No.  128,
"Earnings  per Share", was adopted by the Company in 1998.   SFAS
No.  128  requires  the  presentation of earnings  per  share  to
include both basic and diluted calculations by all entities  that
have issued common stock or potential common stock.  Earnings per
share  for  all  periods presented are restated as  a  result  of
adopting SFAS No. 128.  The adoption of SFAS No. 128 has not  had
a material impact on the calculation of earnings per share.

SFAS No. 130, "Reporting Comprehensive Income", is required to be
adopted,  by  the  Company,  for  fiscal  1999.   SFAS  No.   130
establishes  standards for reporting and display of comprehensive
income  and its components (revenues, expenses, gains and losses)
in  a  full  set  of general purpose financial  statements.   The
Company  does not believe that the adoption of SFAS No. 130  will
have a material impact on its financial statement disclosures.

SFAS  No.  131, "Disclosures about Segments of an Enterprise  and
Related  Information",  establishes standards for the way  public
business  enterprises report information about operating segments
and  related disclosures about products and services,  geographic
areas  and  major  customers.  SFAS No. 131  is  required  to  be
adopted  by the Company for fiscal 1999.   Adoption of  SFAS  No.
131 will not affect the segments currently reported .

Year 2000

The  Company  is  currently evaluating the  potential  impact  of
computer programs failing to correctly recognize the year 2000, a
situation commonly referred to as the "Year 2000 Issue" or  "Year
2000  Problem".  The Company is in the process of completing  the
identification of computer programs or systems and products  that
may  require modification or replacement.  The Company  does  not
currently anticipate that it will incur material expenditures  to
complete  any  such modification or replacement, as  the  Company
believes  that  a majority of its systems and products  are  year
2000  compliant,  although there can  be  no  assurance  in  this
regard.   The  Company's potential issues in this regard  include
not  only its own systems and products being year 2000 compliant,
but  also  those  systems  and  products  of  its  suppliers  and
customers.  The Company has contacted all of its major  suppliers
and,  on an ongoing basis, is evaluating each supplier's approach
to  compliance.   The  Company's largest customer  group  is  the
United  States Department of Defense, which the Company  believes
is  in the process of addressing Year 2000 Issues.  A failure  of
suppliers  or  customers to successfully address  the  Year  2000
Issue could have a material adverse effect on the Company and its
financial condition.  Potential adverse effects include,  without
limitation, contract performance and payment delays.


Inflation

Inflation  has,  and continues to have, minimal effect  upon  the
Company's  results.  Where competitive conditions and  government
regulations  permit,  the Company seeks to reduce  the  potential
impact   of  inflation  by  negotiating  price  escalation   into
contracts.

Forward-Looking Information and Cautionary Statement

The  1998  Annual Report, including this Management's  Discussion
and Analysis, contains forward-looking statements about Comptek's
plans,  management's expectations for the Company's role  in  the
defense  industry,  the vision for the growth prospects  for  the
Company,  year  2000 compliance, as well as  the  impact  of  the
Company's   equity  interest  in  ARIA.   These   forward-looking
statements  are  subject to risks and uncertainties.   Plans  may
also  change based upon changing business conditions.  The reader
is cautioned that such risks and uncertainties could cause actual
future  results to differ materially from those inferred  by  the
forward-looking statements.  Since the Company's primary customer
group  is  the  U.S.  Government (87% of revenues  for  1998  are
attributable to DoD prime and subcontracts), future results could
be materially affected by: the Government's redirection, contract
modification or termination, or similar actions, to stop or delay
contract  performance; Government budgetary actions and  response
to  Year  2000  Issues; and contracting and payment practices  of
current  and  future  customers.  Some additional  uncertainties,
among  others,  that  also  need  to  be  considered  are:    the
likelihood that actual

<PAGE 21>

future  revenues that are realized may differ from those inferred
from  existing  total  backlog; the ability  of  the  Company  to
attract  and  retain  highly skilled technical  and  professional
employees;  the  availability of capital; the ability  to  expand
sales  in  international  markets; and the  ability  to  complete
future  acquisitions  without adversely affecting  the  Company's
financial condition.  The Company may also be adversely  affected
by  changes  in  domestic and international economic  conditions,
technological developments, and intense competition.  The  reader
is further cautioned that risks and uncertainties exist that have
not  been mentioned herein due to their unforeseeable nature, but
which,  nevertheless, may impact the Company's future  operations
and results.

<PAGE 22>

Item 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

<TABLE>
<CAPTION>
COMPTEK RESEARCH, INC. AND SUBSIDIARIES                         
Consolidated Balance Sheets                                     
<S>                                            <C>         <C>
                                                   March 31,
                                                1998       1997
                                               (In thousands, except
                                                  per share data)
Assets                                                          
Current assets:                                                 
Cash and equivalents                            $  550     $  425
Receivables                                     16,050     15,534
Inventories                                      1,786      1,381
Other                                              311        473
    Total current assets                       -------    -------            
                                                18,697     17,813
                                                                
Equipment and leasehold improvements, net        2,370      2,179
                                                                
Other assets                                     4,860      4,800
                                               -------    -------      
Total assets                                   $25,927    $24,792
                                               =======    =======             
Liabilities and Shareholders' Equity                            
Current liabilities:                                            
Current installments of long-term debt          $1,064     $1,079
Accounts payable                                 4,288      3,345
Accrued salaries and benefits                    3,092      2,933
Other accrued expenses                           1,854      2,102
Deferred income taxes                            1,620        116
						------	   ------		
    Total current liabilities                   11,918      9,575
                                                                
Deferred income taxes                              204        349
Long-term debt, excluding current installments   2,558      4,296
Commitments (note 7)                                            
                                                                
Shareholders' equity:                                           
Preferred stock, $.01 par value, 3,000,000                      
shares authorized;
   none issued and outstanding; terms                           
established at issuance                             -          -
                                                                
Common stock, $.02 par value, 10,000,000                        
shares authorized; 5,477,703 and 5,369,344                   
shares issued in 1998and 1997, respectively       110	       107

Additional paid-in capital                      15,776      15,130
Loan to officer                                   (168)       (218)
Accumulated deficit                               (914)     (3,609)
                                                -------    --------           
                                                14,804      11,410
Less cost of treasury shares                   	(3,557)       (838)
					                                           ------	    -------	
   Total shareholders' equity                   11,247      10,572
                                                -------    --------          
Total liabilities and shareholders' equity     $25,927     $24,792
                                                ======	    =======                
    See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE 23>
<TABLE>
<CAPTION>
COMPTEK RESEARCH, INC. AND SUBSIDIARIES                              
Consolidated Statements of Operations                                
                                                                     
                                              Year Ended March 31,
                                              1998     1997     1996
                                            (In thousands, except per
                                                   share data)
<S>                                        <C>         <C>       <C>
Net sales                                  $72,008   $76,469   $55,168
                                                                     
Operating costs and expenses:                                        
   Cost of sales                            57,849   63,320    45,904
   Selling, general and administrative       8,644    8,098     7,502
   Research and development                    772      835     1,308
   Other income                               (100)       -      (477)
                                           --------  ------    -------
Operating profit                             4,843    4,216       931
                                                                     
Interest expense, net                          421      595       218
                                           --------  ------    -------                        
                                                                     
Income before income taxes and loss                                  
associated with ARIA Wireless Systems,                               
Inc.                                         4,422    3,621       713
                                                                     
Income taxes                                 1,727    1,448       285
                                           -------   ------    ------- 	                          
Income before loss associated                                        
with ARIA Wireless Systems, Inc.             2,695    2,173       428
                                                                     
Loss associated with ARIA Wireless                                   
Systems, Inc.                                    -        -    (8,980)
                                           -------   ------    -------                          
Net income (loss)                          $ 2,695   $ 2,173   $(8,552)
                                           =======   =======   ========                          
Net income (loss) per share:                                         
   Basic                                   $   .52   $   .42    $(1.90)
                                           =======   =======   ========                          
   Diluted                                 $   .51   $   .42    $(1.90)
                                           =======   =======   ========                          
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE 24>
<TABLE>
<CAPTION>
COMPTEK RESEARCH, INC. AND SUBSIDIARIES                            
Consolidated Statements of Cash Flows                              
                                                                   
                                            Year Ended March 31,
                                            1998    1997     1996
                                                (In thousands)
<S>                                        <C>      <C>       <C>
Operating Activities:                                              
Net income (loss)                          $2,695   $2,173  $(8,552)
Adjustments to reconcile net income (loss)                         
to net cash provided by operating
activities:
                                                                   
     Depreciation and amortization          1,204    1,190      994
     Deferred income taxes                  1,359      841      183
     Loss associated with ARIA Wireless         -        -    8,980
      Systems, Inc.
     Non-cash charges and credits, net        127      130    (283)
     Long-term receivable and other assets    247    (420)     (70)
     Changes in assets and liabilities                             
      providing (using)
      cash, excluding effects of                                    
      acquisition:
        Receivables                         (516)      242    (649)
        Inventories                         (405)      201    (620)
        Other current assets                  162      388       53
        Accounts payable and accrued                               
        expenses                              854    (559)      778
					                                      ------  -------   ------
Net cash provided by operating activities   5,727    4,186      814
                                           ------  -------   ------                   
Investing Activities:                                              
Expenditures for equipment and leasehold   (1,135)    (643)    (889)
improvements
Capitalized software development costs      (567)        -        -
Payment from (subsidiary loan to) officer      50    (218)        -
for stock purchase
Acquisition of business, net of cash            -        -    (301)
acquired
Investment in ARIA Wireless Systems, Inc.       -        -  (1,827)
                                                                   
Proceeds from sale of assets, primarily         -        -      375
the assets of a subsidiary                 ------    ------  ------	

Net cash used by investing activities      (1,652)    (861)  (2,642)
                                           ------    ------  ------                        
Financing Activities:                                              
Proceeds from (payment of) revolving debt   (700)  (2,250)    1,400
Proceeds from issuance of long-term debt        -        -    5,000
Payment of long-term debt                  (1,053)  (1,052)  (5,782)
Repurchase of common stock                 (2,719)    (427)     (51)
Proceeds from sale of treasury stock            -      318    1,073
Proceeds from sale of common stock            522      351      277
					                                      ------    ------   ------
Net cash provided by (used in) financing                           
activities                                 (3,950)  (3,060)    1,917
                                           ------    ------   ------                        
Net increase in cash and equivalents          125      265       89
Cash and equivalents at beginning of year     425      160       71
                                  				 	   ------    ------   ------	
Cash and equivalents at end of year          $550     $425     $160
                                   					   ======    ======   ======
                                                                   
Supplemental disclosure of cash flow information (note 12)
                                                                   
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE 25>


COMPTEK RESEARCH, INC. AND SUBSIDIARIES
Consolidated Statements of Shareholders' Equity
                                                                         
<TABLE>                                                                      
<CAPTION>                                                         
                                                   
                                             Addi-           Retained 
                    Common Stock             tional          Earnings Total
             ----------------------------    Paid-   Loan   (Accumu-  Share-
                Issued       Treasury        In      to      lated    hold-     
                                             Capi-   Offi-            ers' 
(In thousands)Shares Amount Shares  Amount   tal     cer    Deficit)  Equity
----------------------------------------------------------------------------
<S>           <C>      <C>    <C>  <C>       <C>      <C>  <C>       <C>
Shareholders  4,712    $94    299  $(1,195)  $9,606   $-   $2,770    $11,275
' Equity,
March 31,
1995
                                                                         
Exercise of                                                              
stock            36      1      -        -      288      -      -        289
options
                                                                         
Repurchase                                                               
of common         -      -      6      (51)       -      -       -       (51)
stock
                                                                         
Sale of                                                                  
treasury          -      -    (92)      280     793      -        -    1,073
stock
                                                                         
Issuance of                                                              
common stock
in
connection                                                               
with             524    10   (100)      306   3,895      -        -    4,211
acquisition
                                                                         
1996 net           -     -      -         -       -      -   (8,552)  (8,552)
loss
                                                                         
Shareholders   5,272 $  105   113     $(660) $14,582    $-  $(5,782)  $8,245
' Equity,
March 31,
1996
                                                                         
Exercise of       6       -     -         -       21     -        -       21
stock
options
                                                                         
Sale of          91       2     -         -      458     -        -      460
common stock
                                                                         
Repurchase                                                               
of common         -       -    78      (427)       -     -        -     (427)
stock
                                                                         
Sale of                                                                  
treasury          -       -   (66)      249       69     -        -      318
stock
                                                                         
Loan to                                                                  
officer for       -       -     -         -        -  (218)       -     (218)
stock
purchase
                                                                         
1997 net                                                                 
income            -       -     -         -        -     -    2,173    2,173
                                                                         
Shareholders  5,369    $107    125    $(838) $15,130 $(218) $(3,609) $10,572
' Equity,
March 31,
1997
                                                                         
Exercise of                                                              
stock             15      -      -        -       79     -        -       79
options
                                                                         
Sale of                                                                  
common stock      94      3      -        -      567     -        -      570
                                                                         
Repurchase                                                               
of common          -      -    355   (2,719)       -     -        -   (2,719)
stock
                                                                         
Payment from                                                             
officer for        -      -      -        -        -    50        -       50
stock
purchase
                                                                         
1998 net                                                                 
income             -      -      -        -        -     -    2,695    2,695
                                                                         
Shareholders                                                             
' Equity,                                                          
March 31,                                                                
1998           5,478   $110    480  $(3,557) $15,776 $(168)  $(914)  $11,247
                                                                         
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE 26>

COMPTEK RESEARCH, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 1997, 1996 and 1995


(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The   preparation   of  consolidated  financial   statements   in
conformity with generally accepted accounting principles requires
management  to  make  estimates and assumptions  related  to  the
reporting  of  assets  and  liabilities  and  the  disclosure  of
contingent  assets and liabilities at the date of  the  financial
statements  and  the  reported amounts of revenues  and  expenses
during  the  reporting period.  Actual results could differ  from
those estimates.
Consolidation - The consolidated financial statements include the
accounts   of   Comptek  Research,  Inc.,  and  its  wholly-owned
subsidiaries   (the  "Company").   All  significant  intercompany
balances and transactions are eliminated in consolidation.
Revenue  Recognition  -  The  Company's  operations  consist   of
furnishing computer-technology-related products and services used
in  information evaluation and data communications primarily  for
military  applications.  The Services segment generally  provides
engineering   technical  services  under  prime   contracts   and
subcontractual  arrangements.   The  Services  segment   performs
typically    under    cost-reimbursement   or   time-and-material
contracts.  Revenue on cost-reimbursement contracts is recognized
to  the  extent of costs incurred plus a proportionate amount  of
fee  earned.   Time-and-material contract revenue  is  recognized
when  the  Company incurs labor accounted for at  an  established
hourly  rate  negotiated  in  the  contract,  plus  the  cost  of
materials  incurred.   The  Systems segment,  which  designs  and
produces  operational, diagnostic and training systems, typically
operates  under  fixed-price contracts.  Revenue  on  fixed-price
contracts  is  recognized on the percentage of completion  method
based  on  costs  incurred in relation to total estimated  costs.
Certain  contracts  have  terms extending  beyond  the  Company's
financial  reporting  year.  Revisions  in  costs  and  estimated
earnings  are  reflected  in the year when  the  additional  data
becomes known.  Provisions for estimated losses on contracts  are
recorded in the period such losses are determined.
The Company's U.S. Government contracts are subject to government
audit  of  direct  and indirect costs.  All  such  incurred  cost
audits  have  been completed through March 31, 1995.   Management
does  not  anticipate any material adjustment to the consolidated
financial statements as a result of such audits.

Cash Equivalents - Cash equivalents consist of liquid, short-term
investments with an original maturity of three months or less.

Inventories - Inventories are stated at the lower of cost (first-
in, first-out) or market (net realizable value).

Equipment  and  Leasehold Improvements - Machinery and  equipment
and   furniture  and  fixtures  are  stated  at  cost   and   are
depreciated,  using  the  straight-line  method,  over  estimated
useful  lives  of  five  to ten years.   Improvements  to  leased
property,  also stated at cost, are amortized using the straight-
line  method over the remaining lease term or the useful life  of
the improvement, whichever is shorter.

Intangible  Assets  Arising from Business Acquisitions  -   These
assets,  consisting of the excess of cost over the fair value  of
assets  acquired,  are  carried at  the  lower  of  cost  or  net
realizable  value, and are amortized on the straight-line  method
over  the period of estimated benefit, generally ranging from  15
to  25  years.  Net realizable value of intangibles is determined
based  on  the  projected operating cash flows of the  underlying
business.

<PAGE 27>
Capitalized  Software Development Costs - The Company capitalizes
software   development  costs  upon  establishing   technological
feasibility.   Technological  feasibility  is  established   upon
completion  of  a detailed program design or, in its  absence,  a
working  model.  Capitalization ceases and amortization commences
when  the  product is available for general release.  Capitalized
software  development  costs  are  capitalized  and  subsequently
reported  at  the  lower  of unamortized cost  or  estimated  net
realizable value and are amortized based on current and estimated
future  revenue  for  each  product  with  minimum  straight-line
amortization over the estimated economic life of the product with
a maximum amortization period of five years.

Income  Taxes  - Deferred taxes represent the tax effect  of  the
difference  between financial statement and tax bases  of  assets
and   liabilities,   and  for  loss  and  credit   carryforwards.
Measurement of deferred tax assets and liabilities is based  upon
current tax laws.  The tax effects of deductions attributable  to
employees'  disqualifying dispositions of  shares  obtained  from
incentive  stock  options  are reflected  in  additional  paid-in
capital.

Fair  Value of Financial Instruments - The estimated fair  values
of  financial instruments approximate their carrying  amounts  in
the balance sheet.

Stock-Based  Compensation - The Company accounts for  its  stock-
based   compensation  plans  under  Accounting  Principles  Board
Opinion No. 25, "Accounting for Stock Issued to Employees".   The
Financial   Accounting  Standards  Board  issued   Statement   of
Financial Accounting Standards ("SFAS") No. 123, "Accounting  for
Stock-Based  Compensation" which establishes  a  fair-value-based
method  of  accounting  for stock-based  compensation  plans  or,
alternatively,   requires  certain  pro  forma   fair-value-based
disclosure.   The Company has adopted the disclosure  alternative
under SFAS No. 123.
Net  Income  per  Common Share - In December  1997,  the  Company
adopted  SFAS  No. 128, "Earnings per Share", which requires  the
computation  of  basic  and diluted earnings  per  share.   Basic
earnings  per  share is computed by dividing net  income  by  the
weighted  average  number of shares of common  stock  outstanding
during  the year.  Diluted earnings per share takes into  account
the  potential dilution that could occur if dilutive options  and
warrants  were  exercised resulting in  the  issuance  of  common
stock.  Prior periods' earnings per share calculations have  been
restated to reflect the adoption of SFAS No. 128.


(2) OTHER FINANCIAL DATA


Following are details concerning certain balance sheet accounts:
<TABLE>
<S>                           <C>    <C>           <C>
                                           March 31,
Receivables                            1998          1997
                                         (In thousands)
Long-term contracts:                                       
Amounts billed                         $7,287        $7,950
Unbilled costs and estimated                               
earnings                                7,945         6,267
Retainage and holdbacks                                    
                                          237           390
Total long-term contract              -------       -------                     
receivables                            15,469        14,607
Other trade                               581           927
                            				      -------       -------
Total receivables                     $16,050       $15,534
				                                  =======	      =======
</TABLE>
<PAGE 28>

Unbilled contract receivables are comprised primarily of revenue
recognized on contracts for which billings have not been
presented under the terms of the contracts at the balance sheet
dates.  It is anticipated that such unbilled amounts at March 31,
1998 will be received upon presentment of billings or completion
of contracts.  It is anticipated that such unbilled at March 31,
1998 will be received upon presentment of billings or completion
of contracts.  Substantially all unbilled amounts are expected to
be collected within one year.  On March 31, 1998, $11.8 million
of total receivables were from U.S. customers, and $4.3 million
were from international customers.  On March 31, 1997, $11.6
million of receivables were from U.S. customers, and $3.9 million
were from international customers.


<TABLE>
<S>                                     <C>       <C>
                                           March 31,
Inventories                             1998       1997
                                         (In thousands)
                                                         
Finished goods                           $217         $49
Work-in-progress                          172         170
Parts stock                             1,397       1,162
                            				       ------      ------
Total  inventories                     $1,786      $1,381
 				                                 ======	      ======
</TABLE>
<TABLE>
<S>                                     <C>         <C>
Equipment and                              March 31,
Leasehold Improvements                  1998       1997
                                         (In thousands)
Cost:                                                    
Machinery and equipment               $ 8,584      $7,611
Furniture and fixtures                    979         855
Leasehold improvements                  1,097       1,059
				                                  -------	    -------
Total cost                             10,660       9,525
Less accumulated depreciation         (8,290)     (7,346)
                                      -------     -------             
Equipment and leasehold                                  
improvements, net                      $2,370      $2,179
</TABLE>	                     		      =======	    =======	
<TABLE>
<S>                                     <C>        <C>
                                           March 31,
Other Assets                            1998       1997
                                         (In thousands)
                                                         
Intangible assets arising from                           
business acquisition,
net of accumulated amortization                          
of $524,000 at
March 31, 1998 and $264,000 at         $4,207      $4,467
March 31, 1997
                                                         
Capitalized software development                         
costs                                     567           -
                                                         
Other                                      86         333
				                                   ------	     ------
Total other assets                     $4,860      $4,800
</TABLE>			                            ======	     ======	
<PAGE 29>

(3) LONG-TERM DEBT
<TABLE>
<S>                         <C>       <C>
                                March 31,
                             1998      1997
                             (In thousands)
                                            
Revolving credit              $550    $1,250
note (a)
Term note (b)                3,000     4,000
Other                           72       125
                     			     -----     -----
Total long-term debt         3,622     5,375
Less current                (1,064)   (1,079)
installments		               -----     -----
Long-term debt,                             
excluding
current installments        $2,558    $4,296
</TABLE>		                   =====     =====

The Company has a credit facility which consists of a maximum
borrowing line of $10 million under a revolving credit agreement
and a five-year term loan, both secured by substantially all of
the Company's assets.

(a) The revolving credit agreement provides for interest at the
  bank's prime rate or 2% above LIBOR, at the Company's option.
  The rate in effect at March 31, 1998 was 8.5%.  In addition,
  there is a fee of 1/4% per annum on any unused portion of the
  revolving credit line.

(b)  The five-year term loan provides for interest at 8.5%, with
  principal and interest payable monthly and a maturity date of
  March 31, 2001.  Under the term loan agreement, principal
  payments of $1,000,000 per year are due in fiscal years 1999,
  2000, and 2001.

Total interest expense was $425,000, $616,000 and $260,000 in
1998, 1997 and 1996, respectively.

On May 14, 1998, the Company completed the purchase of PRB
Associates, Inc. ("PRB") (note 8).  In connection with this
transaction, the Company's credit facility has been revised and
includes the following:  (1) a new revolving credit agreement
with a $12 million maximum borrowing limit bearing interest at
prime or LIBOR plus 1.5% (at the Company's option); (2) a new $15
million seven-year term loan bearing interest at 1.75% above
LIBOR; and (3) remaining in place, the five-year term loan, with
an outstanding balance of $3 million as of March 31, 1998,
bearing interest at a fixed rate of 8.5%.  Amounts drawn under
the revolving credit agreement may be converted into a four-year
term loan at the Company's discretion at any time prior to its
maturity on March 31, 2001.  The entire credit facility is
secured by substantially all of the Company's assets.
Additionally, the Company entered into an interest rate swap
agreement that converts $7.5 million of the outstanding debt to a
fixed rate of 7.86% with a termination date of June 1, 2003.

The revised debt agreement stipulates that the Company maintain
minimum levels of:  (1) working capital, (2) tangible net worth,
(3) funded debt-to-earnings before interest, tax, depreciation
and amortization ("EBITDA"), and  (4) EBITDA to fixed charges.
Additionally, the Company may not exceed prescribed levels of
capital expenditures and operating lease expense.  Furthermore,
the agreements prohibit the Company from the payment of cash
dividends.
<PAGE 30>

(4)   INCOME TAXES

The composition of income taxes reflected in operations is as
follows:
<TABLE>
<S>                                <C>         <C>         <C>
                                       Year Ended March 31,
                                   1998         1997        1996
                                          (In thousands)
Current:                                                         
Federal                              $225         $319       $  -
State                                 143          288        102
                            				    -----------------------------
Total current                         368          607        102
Deferred:                           -----------------------------     
Federal                             1,200          912        172
State                                 159         (71)         11
				                                -----------------------------
Total deferred                      1,359          841        183
				                                -----------------------------
Total income taxes                 $1,727       $1,448       $285
			                                 =============================
</TABLE>

Total income taxes differ from the amount computed by applying
the Federal statutory rate (34%) to income before income taxes
and loss associated with ARIA as follows:

<TABLE>
<S>                                <C>         <C>          <C>
                                       Year Ended March 31,
                                   1998         1997        1996
                                          (In thousands)
                                                                 
Income taxes at the Federal                                      
statutory rate                     $1,503       $1,231       $242
State tax effect                      198          143         75
Foreign sales corporation,                                       
benefit                              (70)            -          -
Other                                  96           74       (32)
                            				    -----------------------------
Total income taxes                 $1,727       $1,448       $285
</TABLE>                     			    =============================
<PAGE 31>


The tax effects of loss and credit carryforwards and temporary
differences between the financial statement carrying amounts and
tax bases of assets and liabilities that give rise to significant
portions of the deferred tax assets and liabilities as of March
31, 1998 and 1997 are as follows:
<TABLE>
<S>                                <C>         <C>
                                       March 31,
                                   1998         1997
                                     (In thousands)
Deferred tax assets:                                  
Tax loss and credit                                   
carryforwards                         $339        $623
Accrued expenses, not                                 
currently deductible                   437         414
Capital loss carryforward            3,170       3,160
Other, net                             483         556
Total gross deferred tax             -----------------                 
assets                               4,429       4,753
Valuation allowance                 (3,830)     (3,830)
                            				     -----------------
Net deferred tax assets                599         923
Deferred tax liabilities:            -----------------                 
Receivables on engineering                            
contracts                           (2,219)     (1,314)
Capitalized software                  (204)          -
Depreciation                             -         (74)
Total deferred tax                   -----------------                 
liabilities                         (2,423)     (1,388)
     				                            -----------------
Net deferred tax liability         $(1,824)      $(465)
</TABLE>                     			     ================= 

In assessing the realizability of deferred tax assets, management
considers whether it is more likely than not that some portion or
all of the deferred tax assets will be realized.  Management
primarily considers the effect of taxable temporary differences,
projected future earnings and, with respect to the capital loss
carryforward, the likelihood of capital gains, in making this
assessment.

At March 31, 1998, the Company has:  (1) general business credits
of $189,000, which expire from 2004 to 2013; (2) alternative
minimum tax credit carryforwards of $135,000 which are available
with no expiration date; and (3) state loss carryforwards of
$275,000 which expire in 2001.  Additionally, the capital loss
carryforward expires in 2001.


(5)  STOCK OWNERSHIP PLANS
Pursuant  to  the  Company's Equity Incentive  Plan,  options  to
purchase shares have been granted to certain key employees.   The
Company  may  award  up to 948,000 shares in the  form  of  stock
options,  restricted stock, performance shares and  other  equity
awards  under  this plan.  Through March 31, 1998, stock  options
and  equity  awards related to incentive compensation  have  been
issued  pursuant to this plan.  All options are granted  with  an
exercise price not below fair market value at date of grant, have
a  term  of  ten  years and become exercisable  in  either  equal
quarterly or equal annual increments over a period of one to five
years.

The  Company's Non-Employee Director Stock Option Plan allows the
Company  to  award  up  to 100,000 shares in  the  form  of  non-
qualified    stock    options.    Each   non-employee    director
automatically  receives  options to  purchase  shares  of  common
stock,  as follows:  (1) 10,000 shares on becoming a non-employee
director; (2) 1,000 shares following each annual meeting; and (3)
5,000 shares at the beginning of the calendar quarter immediately
following such director's first acquiring ownership of  at  least
5,000  shares.  All options are  exercisable at a price not below
fair market value at date of grant, have a term of ten years, and
become exercisable one year after date of grant.

<PAGE 32>



The following is a summary of stock option activity for both of
these plans:
<TABLE>
<S>                 <C>     <C>    <C>     <C>    <C>       <C>
                                   March 31,
                   1998              1997               1996
                                                               
              Number   Weight-            Weight-  Number   Weight-
                of       ed    Number of    ed       of       ed
              Shares   Aver-    Shares    Aver-    Shares   Aver-
              Under     age      Under     age     Under     age
             Options   Price    Options   Price   Options   Price
Outstanding   436,459  $ 6.54    480,659  $ 9.13   397,590  $10.90
at
beginning
of year
Granted       150,000    6.08    317,814    5.59   188,474   16.24
Exercised    (15,098)    5.25    (6,200)    3.52  (36,405)    7.61
Canceled     (18,134)    5.63  (355,814)   13.00  (69,000)    8.12
             -----------------------------------------------------
Outstanding   553,227  $ 5.27    436,459  $ 6.54   480,659  $ 9.13
at end of    =====================================================
year
                                                                  
Exercisable   206,151  $ 7.65    118,465  $ 9.14   232,680  $ 8.79
at end of    =====================================================
year
</TABLE>

At  March  31,  1998, the range of exercise prices  and  weighted
average  contractual life of outstanding and exercisable  options
was $3.25 to $17.63 and 6.99 years, respectively.

Under  the Equity Incentive Plan and Non-Employee Director  Stock
Option  Plan,  99,943  and  12,000  shares,  respectively,   were
available at March 31, 1998 for future grants.

During  fiscal  1997,  the Company granted  a  total  of  317,814
options of which 202,814 options were issued in exchange for  the
surrender  of an equal number of previously issued options  which
had  exercise  prices  ranging from  $13.125  to  $17.75.   These
"repriced"  options were issued at the fair market value  on  the
date of grant, or $5.625.

Under  the Company's Employee Stock Purchase Plan, each  employee
of  the Company, whose customary employment is more than 20 hours
per  week, is eligible to purchase the Company's stock at  a  15%
discount.   In  fiscal  1998, 73,310  shares  were  purchased  by
employees, at prices ranging from $4.89 to $6.64 per  share.   In
fiscal  1997,  92,521 shares were purchased under this  plan,  at
prices  ranging from $4.57 to $4.83 per share.  In  fiscal  1996,
36,695  shares were purchased from the Company's treasury  shares
at prices ranging from $4.36 to $14.77 per share.

The  Company  has  calculated the pro forma disclosures  required
under  SFAS No. 123 for options granted in 1998, 1997,  and  1996
using  the  Black-Scholes option pricing  model.   The  following
assumptions  were used in this model:  optionees were  stratified
into  three  groups based on historical exercise  behavior;  risk
free interest rate ranged from 5.61%  to 5.67%; volatility ranged
from 47% to 50%; the expected life of the option was three, five,
or  ten  years, respectively, for each group; and  there  was  no
expected dividend yield.

Had  the Company adopted SFAS No. 123, the weighted average  fair
value  of  options  granted in 1998, 1997, and  1996  would  have
equaled  $3.38,  $2.67, and $8.06, respectively.    Additionally,
had  the  Company determined compensation cost based on the  fair
value  provisions  of SFAS No. 123, net income  would  have  been
$1,930,000  for  fiscal  1998 or $.37 per share,  $1,676,000  for
fiscal  1997 or $.32 per share, and for fiscal 1996 the net  loss
would have been $9,239,000, or $2.05 per share.

<PAGE 33>

(6) EMPLOYEE BENEFIT PLANS
401(k) Plan
All full-time regular employees are eligible for participation in
the  Company's  401(k) Plan on their date  of  hire.   All  other
employees  become  eligible  upon meeting  certain  requirements.
Eligible  employees may make voluntary contributions to the  Plan
in  the form of 1% to 18% salary deductions.  The first 4%  of  a
participant's contribution is matched by the Company at the  rate
of 30%.  In addition, the Company contributes 1% of each eligible
participant's  annual compensation.  Plan expense  was  $621,000,
$579,000, and $514,000 in 1998, 1997, and 1996, respectively.

Incentive Compensation
Officers and certain key employees of the Company participate  in
a plan which provides for additional compensation primarily based
on   the  Company  attaining  certain  predetermined  performance
measures.  Total expense under this plan was $1,455,000 in  1998,
$1,069,000 in 1997, and $780,000 in 1996.

For most individuals with incentive compensation levels over
$4,000 in 1998, 1997, and 1996, at least twenty-five percent
(25%) of their total award was paid in the form of Company stock.

(7)  LEASES

The  Company  conducts its operations from leased facilities  and
leases   certain  equipment,  substantially  all  of  which   are
classified as operating leases.  All leases expire prior  to  the
year 2004.  It is expected that in the normal course of business,
leases  that  expire will be renewed or replaced.  The  aggregate
minimum  lease  commitment  under non-cancelable  leases  with  a
remaining  term greater than one year as of March  31,  1998  was
$4,137,000,  payable as follows:  $1,427,000 in 1999;  $1,337,000
in  2000; $899,000 in 2001; $391,000 in 2002; and $83,000 for the
years thereafter.

Rental expense incurred from operating leases (exclusive of  real
estate  taxes,  insurance, and other expenses payable  under  the
terms  of the leases) was $1,671,000 in 1998, $1,674,000 in 1997,
and $1,439,000 in 1996.


(8)  BUSINESS ACQUISITIONS
PRB Associates, Inc.
On  May  14, 1998, the Company completed a transaction to acquire
all  of the outstanding shares of PRB, a privately-held developer
of  military mission planning systems.  The purchase price of $20
million  was  financed  through borrowings  under  a  new  credit
facility and notes (note 3).

The  acquisition will be accounted for as a purchase with  assets
acquired and liabilities assumed recorded at their estimated fair
values  at  the date of acquisition.  The excess of the  purchase
price over the fair value of net assets acquired will be recorded
as goodwill and amortized over a period not to exceed 25 years.

The  operating  results of PRB will be included in the  Company's
consolidated  financial statements starting  May  1,  1998.   The
following  unaudited pro forma results of operations  assume  the
acquisition  occurred as of April 1, 1997 (the beginning  of  the
Company's  fiscal  year.)   These  pro  forma  results  are   not
necessarily indicative of the actual results of operations  which
may occur in the future:

<TABLE>
     <S>                    <C>
                   Year Ended March 31, 1998
     Net sales             $101,482
     Net income              $2,835
     Net income per share - Basic$ .55
     Net income per share - Diluted     $ .53
</TABLE>
<PAGE 34>
Advanced Systems Development, Inc.
Effective  March  1,  1996,  the  Company  acquired  all  of  the
outstanding stock of Advanced Systems Development, Inc. ("ASDI"),
a  privately-held developer of simulation, training and  software
validation  systems for electronic warfare sold in both  domestic
and  international  markets.   The purchase  price  consisted  of
$329,842  in cash, forgiveness of a note of $22,019, and  623,892
shares of the Company's common stock.
The acquisition was accounted for as a purchase and the excess of
purchase price over the final allocation of the fair value of net
assets acquired was $4,671,000.

(9)  OTHER INCOME
The 1996 and 1998 other income is related to a settlement of a
lawsuit initiated by the Company in May 1994 against  MWave,
Inc., and its wholly-owned subsidiary, Poly Circuits, Inc.,
seeking compensation for monetary damages incurred as a result of
defective printed circuit boards manufactured for the Company by
Poly Circuits.


(10) INVESTMENT IN ARIA WIRELESS SYSTEMS, INC.
Effective  May  31,  1995,  the  shareholders  of  ARIA  Wireless
Systems,  Inc.  ("ARIA"),  including  the  Company,  completed  a
transaction  to  reorganize and capitalize a  new  entity,  which
continued  to  use  the ARIA Wireless Systems,  Inc.  name.   The
Company  contributed approximately $7 million of  net  assets  to
ARIA  in  connection with this transaction in return  for  a  49%
ownership  interest in ARIA.  During the third quarter of  fiscal
1996, the Company, after considering ARIA's continuing losses and
financial  condition, and after reviewing the  Company's  related
strategic alternatives, charged the full amount of its investment
in ARIA, together with any amounts then due from ARIA, to income.
The  amount  of this charge, including additional fourth  quarter
adjustments,  was  $6,520,000  and  was  included  in  the   loss
associated  with  ARIA  on  the 1996  Consolidated  Statement  of
Operations.
On  April 30, 1996, ARIA filed a voluntary petition under Chapter
11  of  the Bankruptcy Code in the United States Bankruptcy Court
for  the  Western  District of New York ("Bankruptcy  Court")  to
reorganize   the   corporation.    Based   upon   the   Plan   of
Reorganization  of ARIA and an agreement, which was  approved  by
the Bankruptcy Court on October 1, 1997, between ARIA and certain
creditors,  including  the  Company,  the  Company  received   in
settlement  of  its claims, 250,000 shares of ARIA common  stock,
representing approximately 5% of the total issued and outstanding
ARIA  common  stock. As of March 31, 1998, the common  shares  of
ARIA  were quoted on the OTC Bulletin Board at a last trade price
of  $ 2.51 per share. There can be no assurances that the Company
could achieve such a price upon any sale of its ARIA shares.
Due  to  the  limited  amount of available financial  and  market
information, the Company's equity interest in ARIA has  not  been
given   any   accounting  value  in  the  Company's  consolidated
financial statements.
(11) EARNINGS PER COMMON SHARE
During the third quarter of fiscal 1998, the Company adopted SFAS
No. 128, "Earnings per Share", which requires the presentation of
basic  and diluted earnings per share.  Basic earnings per  share
is computed by dividing net income by the weighted average number
of  shares of common stock outstanding during the year.   Diluted
earnings per share takes into account the potential dilution that
could  occur  if  dilutive options and warrants  were  exercised,
resulting  in  the  issuance of common stock.   The  Company  has
restated its earnings per share for prior periods.
<PAGE 35>
The  table below reconciles the effect that potentially  dilutive
securities have on earnings per share:
<TABLE>
<S>                                <C>       <C>       <C>
                                      Year Ended March 31,
                                    1998     1997      1996
                                   (In thousands, except per
                                          share data)
                                                             
Net income (loss)                  $2,695   $2,173    $(8,552)
Average shares outstanding -       ==========================                          
basic                               5,184    5,207      4,508
                            				   ==========================
Basic earnings per share           $ 0.52   $ 0.42    $ (1.90)
                                   ==========================                    
Average shares outstanding          5,184    5,207      4,508
Dilutive effect of stock                                     
options after application
of treasury stock method              132       29          -
                                   --------------------------                          
Average and equivalent shares                                
outstanding - diluted               5,316    5,236      4,508
				                               ==========================
Diluted earnings per share         $ 0.51   $ 0.42     $(1.90)
</TABLE>			                        ==========================

(12) SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

<TABLE>
<S>                      <C>       <C>       <C>
                            Year Ended March 31,
                           1998    1997       1996
                              (In thousands)
                                                  
Cash flow data:                                   
Interest payments          $423     $607      $225
Income taxes paid           916       38       119
Noncash investing                                 
and financing
activities:
                                                  
Equity awards               127      130         -
Net liabilities                                   
acquired                                        57
Contribution of                                   
net assets of
Subsidiaries to                                   
ARIA Wireless
Systems, Inc.                 -        -     6,994
</TABLE>
<PAGE 36>

(13) BUSINESS SEGMENTS

The  Company  operates within two business segments:  Engineering
and   Technical   Services  ("Services")  and   Defense   Systems
("Systems").

Services  provides  engineering and technical  support  including
program  management,  software verification and  validation,  and
training   predominantly  to  the  U.S.  Department  of  Defense,
primarily   under   cost-reimbursement   and   time-and-materials
contracts.   Services  operations  are  located  in   the   U.S.,
typically   near  or  on  U.S.  military  command  installations.
Services operations are located in the U.S., typically near or on
U.S.   military  command  installations.   Significant   Services
contracts  include:   Naval Air Systems  Command  for  Electronic
Combat  Missions  Systems  ("ECMS") and  the  Naval  Sea  Systems
Command  ("NAVSEA").  The ECMS contract, which continues  through
August 1998, contributed 24% of total Company sales in 1998,  29%
in 1997, and 33% in 1996.   The NAVSEA contract accounted for 11%
of  total Company sales in 1998, 10% in 1997, and 15% of sales in
1996.  No other Services contract accounted for more than 10%  of
total  Company sales during such periods, although the  Company's
principal  customer  group  is the U.S.  Department  of  Defense,
representing 87% of 1998 total Company sales.

The  Systems  segment  designs and produces technically  advanced
systems   and   products.   These  systems  include  operational,
diagnostic  and training software, which utilize commercial  off-
the-shelf  hardware when possible.  Specific areas of   specialty
include  electronic warfare, battle management,  and  simulation.
Systems operations are located in the U.S., however, this segment
provides  systems to customers located worldwide  and  to  allied
military  governments,  primarily  under  fixed-price  contracts.
International  sales  represented  approximately  13%  of   total
Company sales in 1998, 11% in 1997, and less than 3% in 1996.  No
Systems  contract  accounted for more than 10% of  total  Company
sales during such periods.

The following table summarizes segment information:

<TABLE>
<S>                  <C>       <C>
                     Year Ended March 31,
                      1998       1997
                      (In thousands)
Services:                              
Net sales            $46,710    $55,411
Operating profit       2,115      2,810
Identifiable assets   18,806     16,156
Capital                                
expenditures             654        500
Depreciation and                       
amortization             670        740
                                       
Systems:                               
Net sales            $25,298    $21,058
Operating profit       2,728      1,406
Identifiable assets    6,538      8,101
Capital                                
expenditures             464        132
Depreciation and                       
amortization             518        435
                                       
Corporate:                             
Identifiable assets     $583       $535
Capital                                
expenditures              17         11
Depreciation and                       
amortization              16         15
                                       
Consolidated:                          
Net sales            $72,008    $76,469
Operating profit       4,843      4,216
Identifiable assets   25,927     24,792
Capital                                
expenditures           1,135        643
Depreciation and                       
amortization           1,204      1,190
</TABLE>
<PAGE 37>

Identifiable  assets  by  business segment  include  both  assets
directly identified with those operations and an allocable  share
of  jointly  used  assets.  Corporate general and  administrative
costs  were allocated, based on sales, to each segment on  a  pro
rata basis.

As  discussed below, during 1996, the Company did not  accumulate
financial activities by the segments reported in fiscal 1998  and
1997.   The  Company, therefore, has reported segment information
for only fiscal 1998 and 1997.

During  fiscal  1996, the Company reported operations  under  one
segment,  Defense  Electronics Systems and  Services.   In  March
1996, the Company acquired ASDI, that when added to the Company's
existing   Systems  business  for  1997,  created  a  significant
business segment.  Additionally, in the prior years, the  Defense
Electronics  Systems  and Services segment  principally  operated
under the current definition of the Services segment.

<PAGE 38>


                  Independent Auditors' Report
                                
                                
                        



The Board of Directors and Shareholders of Comptek Research,
Inc.:
We have audited the accompanying consolidated balance sheets of
Comptek Research, Inc. and subsidiaries as of March 31, 1998 and
1997, and the related consolidated statements of operations,
shareholders' equity, and cash flows for each of the years in the
three-year period ended March 31, 1998.  These consolidated
financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
consolidated 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 from 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 consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of Comptek Research, Inc. and subsidiaries at March 31,
1998 and 1997, and the results of their operations and their cash
flows for each of the years in the three-year period ended March
31, 1998, in conformity with generally accepted accounting
principles.


Buffalo, New York
May 14, 1998
<PAGE 39>


Item 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
       ACCOUNTING AND FINANCIAL DISCLOSURE

          This Item is not applicable
     
Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Information under the caption "ELECTION OF DIRECTORS" in the
Company's 1996 Definitive proxy Statement is incorporated herein
by reference.  Also see Part I of the Report, under the caption
"Officers of the Registrant" for additional information relating
to the Company's executive officers.

Item 11.  EXECUTIVE COMPENSATION

     The information under the caption "COMPENSATION AND RELATED
MATTERS" in the Company's 1996 Definitive Proxy Statement is
incorporated herein by reference.

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

     This information under the caption "PRINCIPAL SHAREHOLDERS"
in the Company's 1996 Definitive Proxy Statement is incorporated
herein by reference.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information under the sub-caption "CERTAIN TRANSACTIONS"
in the Company's 1996 Definitive Proxy Statement is incorporated
herein by reference.


                             PART IV
                                
Item 14.  EXHIBITS,  FINANCIAL STATEMENTS SCHEDULES, AND  REPORTS
          ON FORM 8-K

(a)               (1)     Financial Statements

       Included in Part II, Item 8, of this report:

       Consolidated Statements of Operations for the years ended
       March 31, 1998, 1997, and 1996

       Consolidated Balance Sheets as of March 31, 1998 and 1997

       Consolidated Statements of Changes in Shareholders'
       Equity  for the years ended March 31,
       1998, 1997, and 1996
     
       Consolidated Statements of Cash Flows for the years ended
       March 31, 1998, 1997, and 1996
     
       Notes to Consolidated Financial Statements
     
       Independent Auditors' Report

       (2)       The following financial statement schedule and
           independent auditors' report thereon
           should be read in conjunction with the financial
           statements incorporated by reference
           in conjunction with the financial statements
           incorporated by reference in Item 8 in this
           Form 10-K:
       
                                                        Page
                                                        No.
             II - Valuation and Qualifying Accounts. .   43
       
           Schedules other than that listed above are omitted
           since they are inapplicable or not
           required under the instructions.
       
       <PAGE 40>
       
       (3)       Exhibits:
       
           See Exhibit Index filed herewith on pages 40 through
           42 of this Report
       
(b)    Reports on Form 8-K:

            None
                                
<PAGE 41>
                                
                           SIGNATURES


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

                                     COMPTEK RESEARCH, INC.


DATE:  June 26, 1998                 By:  /s/ John J. Sciuto
                                     -------------------------
                                     John J. Sciuto, Chairman,
                                     President,and Chief
                                     Executive Officer


     Pursuant to the requirements of the Securities Exchange Act
of 1934, the report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on
the dates indicated:

<TABLE>
<S>                      <C>                        <C>
    Signatures                  Title                  Date
                                                  
                         Chairman, President             
                                 and                     
                           Chief Executive               
/s/John Sciuto                 Officer            June 26, 1998
John J. Sciuto                                    
                                                  
                          Vice President of       
/s/Laura L.                    Finance            
Benedetti                   and Treasurer         June 26, 1998
Laura L. Benedetti                                
                                                         
                                                         
/s/Joseph A. Alutto           Director            June 26, 1998
Joseph A. Alutto                                  
                                                  
                                                  
/s/John R. Cummings           Director            June 26, 1998
John R. Cummings                                  
                                                  
                                                  
/s/G. Wayne Hawk              Director            June 26, 1998
G. Wayne Hawk                                     
                                                  
                                                  
/s/Patrick J.                                     
Martin                        Director            June 26, 1998
Patrick J. Martin                                 
                                                         
                                                         
/s/James D. Morgan            Director            June 26, 1998
James D. Morgan                                   
                                                         
                                                         
/s/Henry P.                                              
Semmelhack                    Director            June 26, 1998
Henry P. Semmelhack                               
</TABLE>
<PAGE 42>

Independent Auditors' Report on Financial Statement Schedule

The Board of Directors
Comptek Research, Inc.:

Under date of May 14, 1998, we reported on the consolidated
balance sheets of Comptek Research, Inc. and subsidiaries as of
March 31, 1998 and 1997, and the related consolidated statements
of operations, shareholders' equity, and cash flows for each of
the years in the three-year period ended March 31, 1998.  In
connection with our audits of the aforementioned consolidated
financial statements, we also have audited the related
consolidated financial statement schedule as listed in item
14(a)(2) of this annual report on Form 10-K.  This financial
statement schedule is the responsibility of the Company's
management.  Our responsibility is to express an opinion on this
financial statement schedule based on our audit.
In our opinion, such financial statement schedule, when
considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material
respects, the information set forth therein.


KPMG Peat Marwick LLP

Buffalo, New York
May 14, 1998

<PAGE 43>

<TABLE>
<CAPTION>
                          Schedule II
                                
            COMPTEK RESEARCH, INC., AND SUBSIDIARIES
                                
               Valuation and Qualifying Accounts
                         (In Thousands)
          Years ended March 31, 1998, 1997,  and 1996
                       Balance     Amount    Charge-    Balance
                         at       Charged     offs,      at End
    Description       Beginning      to     Disposals      of
                      of Period   Expense      and      Period
                                             Transfer
<S>                   <C>        <C>        <C>        <C>
Allowance for                                          
Doubtful Accounts
and Note

  Year ended                $47        $103        $--      $150
  March 31, 1996

  Year ended               $150         $50        $50      $150
  March 31, 1997

  Year ended               $150         $22        $--      $172
  March 31, 1998


Inventory Valuation                                             

  Year ended                $76         $--        $76       $--
  March 31, 1996

  Year ended                $--         $--        $--       $--
  March 31, 1997                                                
                                                                
  Year ended                $--         $25        $--       $25
  March 31, 1998
                                                                

</TABLE>
<PAGE 44>

<TABLE>
<S>    <C>                                            <C>
                        INDEX TO EXHIBITS
                          ____________
Exhi-                                                      
 bit                                                 Page No. or
 No.              Description of Exhibit               Location
                                                           
2.1    Acquisition of Advanced Systems Development       (j)
       , Inc.
2.2    Acquisition of PRB Associates, Inc.               (t)
3.1    Restated Certificate of Incorporation of          (l)
       Registrant, as amended.
3.2    Restated By-laws of Registrant, as amended.       48  
10.1   Registrant's Equity Incentive Plan, as            (h)
       amended.
10.1a  Form of incentive stock option agreement and      (p)
       non-qualified stock agreement issued under
       Registrant's Equity Incentive Plan to plan
       participants, including executive officers.
10.1b  Non-Qualified Stock Option Agreement dated        (p)
       June 20, 1996 by and between Registrant and
       John J. Sciuto.
10.2   1994 Stock Option Plan for Non-Employee           (b)
       Directors.
10.2a  Amendment to 1994 Stock Option Plan for Non-      (q)
       Employee Directors.
10.3   Employment agreement between Registrant and       (a)
       John R. Cummings.
10.3a  Employment agreement, as amended, between         (l)
       Registrant and John R. Cummings.
10.3b  Second Amendment to Employment Agreement          (o)
       between Registrant and John R. Cummings.
10.3c  Employment agreement between Registrant and       66  
       John J. Sciuto.
10.3d  Employment agreement between Registrant and       79  
       Christopher A. Head.
10.3e  Employment agreement between Registrant and       92  
       Laura L. Benedetti.
10.3f  Employment agreement between Registrant and       106
       James D. Morgan.
10.3g  Loan Agreement between Comptek Federal            (n)
       Systems, Inc. (wholly-owned subsidiary of
       the Registrant) and John J. Sciuto.
10.3h  Employment Agreement between PRB Associates,      129  
       Inc. (wholly-owned subsidiary of the
       Registrant) and Lawrence M. Schadegg.
10.3i  Restricted Stock Agreement between                137  
       Registrant and Lawrence M. Schadegg
10.5   Interest Rate Swap Agreement, dated May 1,        145  
       1998, between Registrant and KeyBank, N.A.
10.5a  Loan Agreement, dated May 14, 1998, between       169  
       Registrant and Manufacturers and Traders
       Trust Company
10.7   Prime Contract No. N00123-94-D-0033 for the       (b)
       U.S. Navy.
10.7a  Amendments P00001 through P00003, inclusive,      (c)
       to Contract No. N00123-94-D-0033.
10.7b  Amendment P00004 to Contract No. N00123-94-D-     (d)
       0033.
10.7c  Amendment P00005 to Contract No. N00123-94-D-     (g)
       0033.
10.7d  Amendments P00006 through P00007, inclusive,      (h)
       to Contract No. N00123-94-D-0033.
10.7e  Amendment P00010 to Contract No. N00123-94-D-     (m)
       0033.
10.7f  Amendments P00011 and P00012 to Contract No.      (n)
       N00123-94-D-0033.
10.7g  Amendment P00013 to Contract No. N00123-94-D-     (p)
       0033.
10.7h  Amendment P00014 to Contract No. N00123-94-D-     (q)
       0033.
10.7i  Amendment P00015 to Contract No. N00123-94-D-     (r)
       0033
10.8   Prime Contract No. N00024-90-C-5208 for the       (f)
       U.S. Navy.
10.8a  Amendments P00108 through P00111, inclusive,      (f)
       to Contract No. N00024-90-C-5208.
10.8b  Amendments P00112 to P00124, inclusive, to        (g)
       Contract No.
       N00024-90-C-5208.
10.8c  Amendments P00125 through P00136, inclusive,      (h)
       to Contract No. N00024-90-C-5208.
10.8d  Amendment P00137 to Contract No. N00024-90-C-     (i)
       5208.
10.8e  Amendments P00138 through P00147, inclusive,      (l)
       to Contract No. N00024-90-C-5208.
10.8f  Amendments P00148 to P00155, inclusive, to        (m)
       Contract No. N00024-90-C-5208.
10.8g  Amendments P00156 to P00159, inclusive, and       (n)
       P00161 to P00172, inclusive, to Contract No.
       N00024-90-C-5208.
10.8h  Amendments P00173 to P00183, inclusive, to        (o)
       Contract No. N00024-90-C-5208.
10.8i  Amendments P00184 to P00198, inclusive, to        (p)
       Contract No. N00024-90-C-5208.
10.8j  Amendments P00199 to P00205, inclusive, to        (q)
       Contract No. N00024-90-C-5208.
10.8k  Amendment P00206 to Contract No. N00024-90-C-     (r)
       5208.
10.8l  Amendments P00207 to P00208, inclusive, to        (s)
       Contract No. N00024-90-C-5208
10.8m  Amendment P00209 to Contract No. N00024-90-C-     310  
       5208.
10.9   Prime Contract No. N00024-97-C-6431 for the       (p)
       U.S. Navy.
10.9a  Amendment P00001 to Contract No. N00024-97-C-     (q)
       6431.
10.9b  Amendments P00002 to P00006, inclusive, to        (r)
       Contract No. N00024-97-C-6431.
10.9c  Amendments P00007 to P00008, inclusive, to        (s)
       Contract No. N00024-97-C-6431.
10.9d  Amendments P00009 to P00018, inclusive, to        313  
       Contract No. N00024-97-C-6431.
11     Reconciliation of Basic and Diluted EPS           363
       Computations
21     List of Subsidiaries.                             364  
23     Consent of Independent Auditors.                  365  
27     Financial Data Schedule.                          366  
________________                                           


(a)  Designates Exhibit annexed to the Company's Form 10-K for
     the year ended March 31, 1994.
(b)  Designates Exhibit annexed to the Company's Form 10-Q for
     the quarter ended July 1, 1994.
(c)  Designates Exhibit annexed to the Company's Form 10-Q for
     the quarter ended September 30, 1994.
(d)  Designates Exhibit annexed to the Company's Form 10-Q for
     the quarter ended December 30, 1994.
(e)  Designates Exhibit annexed to the Company's Form 8-K dated
     November 2, 1994.
(f)  Designates Exhibit annexed to the Company's Form 10-K for
     the year ended March 31, 1995.
(g)  Designates Exhibit annexed to the Company's Form 10-Q for
     the quarter ended June 30, 1995.
(h)  Designates Exhibit annexed to the Company's Form 10-Q for
     the quarter ended September 29, 1995.
(i)  Designates Exhibit annexed to the Company's Form 10-Q for
     the quarter ended December 29, 1995.
(j)  Designates Exhibit annexed to the Company's Form 8-K dated
     March 22, 1996 and Form 8-K/A dated May 14, 1996.
(k)  Incorporated by reference in the Company's Form 8-K/A dated
     May 14, 1996.
(l)  Designates Exhibit annexed to the Company's Form 10-K for
     the year ended March 31,  1996.
(m)  Designates Exhibit annexed to the Company's Form 10-Q for
     the quarter ended June 28, 1996.
(n)  Designates Exhibit annexed to the Company's Form 10-Q for
     the quarter ended September 27, 1996.
(o)  Designates Exhibit annexed to the Company's Form 10-Q for
     the quarter ended December 27, 1996.
(p)  Designates Exhibit annexed to the Company's Form 10-K for
     the year ended March 31, 1997.
(q)  Designates Exhibit annexed to the Company's Form 10-Q for
     the quarter ended June 27, 1997.
(r)  Designates Exhibit annexed to the Company's Form 10-Q for
     the quarter ended September 26, 1997.
(s)  Designates Exhibit annexed to the Company's Form 10-Q for
     the quarter ended December 26, 1997.
(t)  Designates Exhibit annexed to the Company's Form 8-K dated
     May 26, 1998

The following exhibits constitute management contracts or
compensation plans under Category 10(iii)(A) of Regulation S-K:

10.1 Registrant's Equity Incentive Plan, as amended.
10.1 Form of incentive stock option agreement and non-qualified
a    stock agreement issued under Registrant's Equity Incentive
     Plan to plan participants, including executive officers.
10.1 Non-Qualified Stock Option Agreement dated June 20, 1996 by
b    and between Registrant and John J. Sciuto.
10.2 1994 Stock Option Plan for Non-Employee Directors.
10.2 Amendment to 1994 Stock Option Plan for Non-Employee
a    Directors.
10.3 Employment agreement between Registrant and John R.
     Cummings.
10.3 Employment agreement, as amended, between Registrant and
a    John R. Cummings.
10.3 Second Amendment to Employment Agreement between Registrant
b    and John R. Cummings.
10.3 Employment Agreement between Registrant and John J. Sciuto.
c
10.3 Employment Agreement between Registrant and Christopher A.
d    Head.
10.3 Employment Agreement between Registrant and Laura L.
e    Benedetti.
10.3 Employment Agreement between Registrant and James D.
f    Morgan.
10.3 Loan Agreement between Comptek Federal Systems, Inc.
g    (wholly-owned subsidiary of the Registrant) and John J.
     Sciuto.
10.3 Employment Agreement between PRB Associates, Inc. (wholly-
h    owned subsidiary of the Registrant) and Lawrence M.
     Schadegg.
10.3 Restricted Stock Agreement between Registrant and Lawrence
i    M. Schadegg.
</TABLE>


                           EXHIBIT 3.2
                                

                        RESTATED BY-LAWS
                                
                               OF
                                
                     COMPTEK RESEARCH, INC.
                                
                    (a New York corporation)
                                
                            ARTICLE I

                             OFFICES

     Section 1.  OFFICE.  The principal executive office of the
corporation shall be
located in the City of Buffalo, County of Erie, State of New
York.

     Section 2.  ADDITIONAL OFFICES.  The corporation may also
have offices and places of business at such other places, within
or without the State of New York, as the Board of Directors may
from time to time determine or the business of the corporation
may require.


                           ARTICLE II

                          SHAREHOLDERS

     Section 1.  CERTIFICATES REPRESENTING SHARES.  Certificates
representing shares shall set forth thereon the statements
prescribed by any applicable provision of law and shall be signed
by the President or a Vice President and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer
and may be sealed with the corporate seal or a facsimile thereof.
The signature of the officers upon a certificate may be
facsimiles if the certificate is countersigned by a transfer
agent or registered by a registrar other than the corporation
itself or its employee.  In case any officer who has signed or
whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer before such certificate is
issued, it may be issued by the corporation with the same effect
as if he were such officer at the date of its issue.

     A Certificate representing shares shall not be issued until
the full amount of consideration therefor has been paid except as
Section 504 of the Business Corporation Law may otherwise permit.

     No Certificate representing shares shall be issued in place
of any certificate alleged to have been lost, destroyed, or
stolen, except on production of such evidence of such loss,
destruction or theft and on delivery to the corporation, if the
Board of Directors shall so require, of a bond of indemnity in
such amount upon such terms and secured by such surety as the
Board of Directors may in its discretion require.

     Section 2.  FRACTIONAL SHARE INTERESTS.  The corporation may
issue certificates for fractions of a share where necessary to
effect transactions authorized by the Business Corporation Law
which shall entitle the holder in proportion to his fractional
holdings, to exercise voting rights, receive dividends and
participate in liquidating distributions; or it may pay in cash
the fair value of fractions of a share as of the time when those
entitled to receive such fractions are determined; or it may
issue scrip in registered or bearer form over the manual or
facsimile signature of an officer of the corporation or of its
agent, exchangeable as therein provided for full shares, but such
scrip shall not entitle the holder to any rights of a shareholder
except as therein provided.

     Section 3.  SHARE TRANSFERS. Upon compliance with provisions
restricting the transferability of shares, if any, transfers of
shares the corporation shall be made only on the a share record
of the corporation by the registered holder thereof, or by his
attorney thereunto authorized by power of attorney duly executed
and filed with the Secretary of the corporation or with a
transfer agent or a registrar, if any, and on surrender of the
certificate or certificates for such shares properly endorsed and
the payment of all taxes due thereon.

     Section 4.  RECORD DATE FOR SHAREHOLDERS.  For the purpose
of determining the shareholders entitled to notice of or to vote
at any meeting of shareholders or any adjournment thereof, or to
express consent to or dissent from any proposal without a
meeting, or for the purpose of determining shareholders entitled
to receive payment of any dividend or the allotment of any
rights, or for the purpose of any other action, the directors may
fix, in advance, a date as the record date for any such
determination of shareholders.  Such date shall not be more than
fifty days nor less than ten days before the date of such
meeting, nor more than fifty days prior to any other action.  If
no record date is fixed, the record date for the determination of
shareholders entitled to notice of or to vote at a meeting of
shareholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if no notice is
given, the day on which the meeting is held; the record date for
determining shareholders for any other purpose shall be at the
close of business on the day on which the resolution of the
directors relating thereto is adopted. When a determination of
shareholders of record entitled to notice of or to vote at any
meeting of shareholders has been made as provided in this
paragraph, such determination shall apply to any adjournment
thereof, unless the directors fix a new record date under this
paragraph for the adjourned meeting.

               MEANING OF CERTAIN TERMS.  As used herein in
respect of the right to notice of a meeting of shareholders or a
waiver thereof or to participate or vote thereat or to consent or
dissent in writing in lieu of a meeting, as the case may be, the
term "share" or "shares" or "shareholder" or "shareholders"
refers to an outstanding share or shares and to a holder or
holders of record of outstanding shares when the corporation is
authorized to issue only one class of shares, and said reference
is also intended to include any outstanding share or shares and
any holder or holders of record of outstanding shares of any
class upon which or upon whom the Certificate of Incorporation
confers such rights where there are two or more classes or series
of shares or upon which or upon whom the Business Corporation Law
convers such rights notwithstanding that the Certificate of
Incorporation may provide for more than one class or series of
shares, one or more of which are limited or denied such rights
thereunder.

     Section 5.  MEETINGS.

               TIME.  The annual meeting shall be held on the
date fixed, from time to time, by the directors, provided, that
each annual meeting shall be held on a date within thirteen
months after the date of the preceding annual meeting.  A special
meeting shall be held on the date fixed by the directors except
when the Business Corporation Law confers the right to fix the
date upon shareholders.

               PLACE.  Annual meetings and special meetings shall
be held at such place, within or without the State of New York,
as the directors may, from time to time, fix.  Whenever the
directors shall fail to fix such place, or, whenever shareholders
entitled to call a special meeting shall call the same, the
meeting shall be held at the office of the corporation in the
State of New York.

               CALL.  Annual meetings may be called by the
directors or by an officer instructed by the directors to call
the meeting or by the President.  Special meetings may be called
in like manner except when the directors are required by the
Business Corporation Law to call a meeting, or except when the
shareholders are entitled by said Law to demand the call of a
meeting.

               NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE.
The notice of all meetings shall be in writing, shall state the
place, date, and hour of the meeting, and, shall state the name
and capacity of the person issuing the same.  The notice for a
special meeting shall indicate that is being issued by or at the
direction of the person or persons calling the meeting.  The
notice of an annual meeting shall state that the meeting is
called for the election of directors and for the transaction of
other business which may properly come before the meeting, and
shall (if any other action which could be taken at a special
meeting is to be taken at such annual meeting) state the purpose
or purposes.  The notice of a special meeting shall in all
instances state the purpose or purposes for which the meeting is
called.  If the directors shall adopt, amend, or repeal a By-Law
regulating an impending election of directors, the notice of the
next meeting for election of directors shall contain the
statements prescribed by Section 601(b) of the Business
Corporation Law.  If any action is proposed to be taken which
would, if taken, entitle shareholders to receive payment for
their shares, the notice shall include a statement of that
purpose and to that effect.  A copy of the notice of any meeting
shall be given, personally or by mail, not less than ten days nor
more than fifty days before the date of the meeting, unless the
lapse of the prescribed period of time shall have been waived, to
each shareholder at his record address or at such other address
which he may have furnished by notice in writing to the Secretary
of the corporation.  If a meeting is adjourned to another time or
place, and, if any announcement of the adjourned time or place is
made at the meeting, it shall not be necessary to give notice of
the adjourned meeting unless the directors, after adjournment,
fix a new record date for the adjourned meeting.  Notice of a
meeting need not be given to any shareholder who submits a signed
waiver of notice before or after the meeting.  The attendance of
a shareholder at a meeting without protesting prior to the
conclusion of the meeting the lack of notice of such meeting
shall constitute a waiver of notice by him.

               SHAREHOLDER LIST AND CHALLENGE.  A list of
shareholders as of the record date, certified by the Secretary or
other officer responsible for its preparation or by the transfer
agent, if any, shall be produced at any meeting of shareholders
upon the request thereat or prior thereto of any shareholder.  If
the right to vote at any meeting is challenged, the inspectors of
election, or person presiding thereat, shall require such list of
shareholders to be produced as evidence of the right of the
persons challenged to vote at such meeting, and all persons who
appear from such list to be shareholders entitled to vote thereat
may vote at such meeting.

               CONDUCT OF MEETING.  Meetings of the shareholders
shall be presided over by any one of the following officers--the
Chairman of the Board, if any, the President, a Vice President,
or, if none of the foregoing is in office and present, by a
chairman to be chosen by the shareholders.  The Secretary of the
corporation, or in his absence, an Assistant Secretary, shall act
as Secretary of the meeting, but if neither the Secretary nor
Assistant Secretary is present, the chairman of the meeting shall
appoint a Secretary of the meeting.

               PROXY REPRESENTATION.  Every shareholder may
authorize another person or persons to act for him by proxy in
all matters in which a shareholder is entitled to participate,
whether by waiving notice of any meeting, voting or participating
at a meeting, or expressing consent or dissent without a meeting.
Every proxy must be signed by the shareholder or his attorney-in-
fact.  No proxy shall be valid after the expiration of eleven
months from the date thereof unless otherwise provided in the
proxy.  Every proxy shall be revocable at the pleasure of the
shareholder executing it, except as otherwise provided by the
Business Corporation Law.

               INSPECTORS OF ELECTION.  The directors, in advance
of any meeting, may appoint one or more inspectors to act at the
meeting or any adjournment thereof.  If inspectors are not so
appointed, the person presiding at the meeting may, and, on the
request of any shareholder shall, appoint one or more inspectors.
In case any person appointed fails to appear or act, the vacancy
may be filled by appointment made by the directors in advance of
the meeting or at the meeting by the person presiding thereat.
Each inspector, if any, before entering upon the discharge of his
duties, shall take and sign an oath faithfully to execute the
duties of inspector at such meeting with strict impartiality and
according to the best of his ability.  The inspectors, if any,
shall determine the number of shares outstanding and the voting
power of each, the shares represented at the meeting, the
existence of a quorum, the validity and effect of proxies, and
shall receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the right to
vote, count and tabulate all votes, ballots or consents,
determine the result and do such acts as are proper to conduct
the election or vote with fairness to all shareholders.  On
request of the person presiding at the meeting or any
shareholder, the inspector or inspectors, if any, shall make a
report in writing of any challenge, question or matter determined
by them and execute a certificate of any fact found by him or
them.

               QUORUM.  Except for a special election of
directors pursuant to Section 603(b) of the Business Corporation
Law, and except as herein otherwise provided, the holders of a
majority of the outstanding shares shall constitute a quorum at a
meeting of shareholders for the transaction of any business.
When a quorum is once present to organize a meeting, it is not
broken by the subsequent withdrawal of any shareholders.  The
shareholders present may adjourn the meeting despite the absence
of a quorum.

               VOTING.  Each share shall entitle the holder
thereof to one vote.  In the election of directors, a plurality
of the votes cast shall elect.  Any other action shall be
authorized by a majority of the votes cast except where the
Business Corporation Law prescribes a different proportion of
votes.

     Section 6.  SHAREHOLDER ACTION WITHOUT MEETINGS.  Whenever
shareholders are required or permitted to take any action by
vote, such action may be taken without a meeting on written
consent, setting forth the action so taken, signed by the holders
of all shares.

                           ARTICLE III

                       BOARD OF DIRECTORS

     Section 1.  FUNCTIONS AND DEFINITIONS.  The business of the
corporation shall be managed under the direction of a governing
board, which is herein referred to as the "Board of Directors."
The word "director" means any member of the Board of Directors.
The use of the phrase "entire board" herein refers to the total
number of directors which the corporation would have if there
were no vacancies.

     Section 2.  QUALIFICATIONS AND NUMBER.  Each director shall
be at least eighteen years of age.  A director need not be a
shareholder, a citizen of the United States, or a resident of the
State of New York.  Until changed by action of the shareholders
or directors as provided herein, the Board of Directors shall
consist of eight persons.  The number of directors constituting
the entire Board of Directors shall not be less than five.
Subject to the foregoing limitation such number may be fixed from
time to time by action of the shareholders or of the directors,
or, if the number is not so fixed, the number shall be eight.
The number of directors may be increased or decreased by action
of shareholders or of the directors, provided that any action of
the directors to effect such increase or decrease shall require
the vote of a majority of the entire Board of Directors.  No
decrease shall shorten the term of any incumbent director.

     Section 3.  ELECTION AND TERM.  Directors who are elected at
an annual meeting of shareholders, and directors who are elected
in the interim to fill vacancies and newly created directorships,
shall hold office until the next annual meeting of shareholders
and until their successors have been elected and qualified.  In
the interim between annual meetings of shareholders or of special
meetings of shareholders called for the election of directors,
newly created directorships and any
vacancies in the Board of Directors, including vacancies
resulting from the removal of directors for cause or without
cause, may be filled by the vote of the remaining directors then
in office, although less than a quorum exists.

     Section 4.  RESIGNATION.  Any director of the Corporation
may resign at any time by giving his resignation to the President
or any Vice President or the Secretary.  Such resignation shall
take effect at the time specified therein; and, unless otherwise
specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

     Section 5.  DIRECTORS' FEES.  Directors, including salaried
officers who are directors, may receive a fee for their services
as directors and traveling and other out-of-pocket expenses
incurred in attending any regular or special meeting of the
Board.  The fee may be a fixed sum to be paid for attending each
meeting of the Board of Directors or a fixed sum to be paid
monthly, quarterly, or semi-annually, irrespective of the number
of meetings attended or not attended.  The amount of the fee and
the basis on which it shall be paid shall be determined by the
Board of Directors.  Nothing herein contained shall preclude any
director from serving the Corporation in any other capacity and
receiving compensation for such services.

     Section 6.  MEETINGS

               --TIME.  Meetings shall be held at such time as
the Board shall fix, except that the first meeting of a newly
elected Board shall be held as soon after its election as the
directors my conveniently assemble.

               --PLACE.  Meetings shall be held at such place
within or without the State of New York as shall be fixed by the
Board.

               --CALL.  No call shall be required for regular
meetings for which the time and place have been fixed.  Special
meetings may be called by the President, a Vice President, the
Secretary, an Assistant Secretary or a majority of the directors
in office.

               NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER.  No
notice shall be required for regular meetings for which the time
and place have been fixed. Notice of the time and place of
special meetings shall be given to each director by mailing such
notice at least five days prior to the meeting, or orally, or by
personal service or by telegram at least two days prior to the
meeting.  The notice of any meeting need not specify the purpose
of the meeting.  Any requirement of furnishing a notice shall be
waived by any director who signs a waiver of notice before or
after the meeting, or who attends the meeting without protesting,
prior thereto or at its commencement, the lack of notice to him.

               QUORUM AND ACTION.  A majority of the entire Board
shall constitute a quorum except when a vacancy or vacancies
prevents such proportion, whereupon a majority of the directors
in office shall constitute a quorum, provided such majority shall
constitute at least one-third of the entire Board.  A majority of
the directors present, whether or not a quorum is present, may
adjourn a meeting to another time and place.  Except as otherwise
provided herein or in any applicable provision of law, the vote
of a majority of the directors present at the time of the vote at
a meeting of the board, if a quorum is present at such time,
shall be the act of the board.

               CHAIRMAN OF THE MEETING.  The Chairman of the
Board, if any and if present, shall preside at all meetings.
Otherwise, the President if present, or any other director chosen
by the Board, shall preside.

     Section 7.  REMOVAL OF DIRECTORS.  Any or all of the
directors may be removed for cause or without cause by the
shareholders.  One or more of the directors may be removed for
cause by the Board of Directors.

     Section 8.  COMMITTEES OF DIRECTORS.  The Board of Directors
may, be resolution passed by a majority of the entire Board,
designate from their number three or more directors to constitute
an Executive Committee which shall possess and may exercise all
the powers and authority of the Board of Directors in the
management of the affairs of the corporation between meetings of
the Board (except to the extent prohibited by applicable
provisions of the Business Corporation Law), and/or such other
committee or committees, which to the extent provided in the
resolution, shall have and may exercise the powers of the Board
of Directors in the management of the business affairs of the
corporation and may authorize the seal of the corporation to be
affixed to all papers which may require it.  Such committee or
committees shall have such name or names as may be determined
from time to time by resolution adopted by the Board of
Directors.  All such committees shall serve at the pleasure of
the Board.  Each committee shall keep regular minutes of its
meetings and report the same to the Board of Directors when
required.

     Section 9.  CONFERENCE TELEPHONE.  Any one or more members
of the Board of Directors or any committee thereof may
participate in a meeting of such Board or committee by means of a
conference telephone or similar communications equipment allowing
all persons participating in the meeting to hear each other at
the same time.  Such participation shall constitute presence in
person at such meeting.

     Section 10.  ACTION IN WRITING.  Any action required or
permitted to be taken at any meeting of the Board of Directors or
any committee thereof may be taken without a meeting if all
members of the Board or the committee, as the case may be,
consent in writing to the adoption of a resolution authorizing
the action, and the resolution and the written consents thereto
are filed with the minutes of the proceedings of the Board or
committee.

                           ARTICLE IV

                            OFFICERS

     Section 1.  EXECUTIVE OFFICERS.  The directors may elect or
appoint a Chairman of the Board of Directors, a President, one or
more Vice Presidents (one or more of whom may be denominated
"Executive Vice President"), a Secretary, one or more Assistant
Secretaries, a Treasurer, one or more Assistant Treasurers, and
such other officers as they may determine.  Any two or more
offices may be held by the same person except the offices of
President and Secretary.

     Section 2.  TERM OF OFFICE; REMOVAL.  Unless otherwise
provided in the resolution of election or appointment, each
officer shall hold office until the meeting of the Board of
Directors following the next annual meeting of shareholders and
until his successor has been elected and qualified.  The Board of
Directors may remove any officer for cause or without cause.

     Section 3.  AUTHORITY AND DUTIES.  All officers, as between
themselves and the corporation, shall have such authority and
perform such duties in the management of the corporation as may
be provided in these By-Laws, or, the extent not so provided, by
the Board of Directors.

     Section 4.  THE CHAIRMAN OF THE BOARD.  The Chairman of the
Board shall preside at all meetings of the Board of Directors and
the Shareholders.  As designated by the Board of Directors, from
time to time, the Chairman of the Board shall be the Chief
Executive Officer and shall perform all such other duties as are
properly required of him by the Board of Directors.

     Section 5.  THE PRESIDENT.  The President shall be the Chief
Operating Officer of the Corporation and its Executive Officer
next in authority to the Chairman of the Board.  He shall assume
the responsibilities of Chief Executive Officer of the
Corporation, from time to time, if designated by the Board of
Directors.  He shall have the general powers and duties of
supervision and management of the Corporation which usually
pertain to his office, and shall perform all such other duties as
are properly required of him by the Board of Directors.

     Section 6.  VICE PRESIDENTS.  Any Vice President that may
have been appointed, in the absence or disability of the
President shall perform the duties and exercise the power of the
President, in the order of their seniority, and shall perform
such other duties as the Board of Directors shall prescribe.

     Section 7.  THE SECRETARY.  The Secretary shall keep in safe
custody the seal of the corporation and affix it to any
instrument when authorized by the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of
Directors.

     Section 8.  THE TREASURER.  The Treasurer shall have the
care and custody of the corporate funds, and other valuable
effects, including securities, and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the corporation in such
depositories as may be designated by the Board of Directors.  The
Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such
disbursements, and shall render to the President and directors,
at the regular meetings of the Board or whenever they may require
it, an account of all his transactions as Treasurer and of the
financial condition of the corporation.  If required by the Board
of Directors, the Treasurer shall give the corporation a bond for
such term, in such sum and with such surety or sureties as shall
be satisfactory to the Board for the faithful performance of the
duties of his office and for the restoration to the corporation,
in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property
of whatever kind in his possession or under his control belonging
to the corporation.

     Section 9. COMPENSATION.  The compensation of all officers
shall be determined by the Board of Directors. The compensation
of all other employees shall be fixed by the President within
such limits as may be prescribed by the Board of Directors.

                            ARTICLE V

                        BOOKS AND RECORDS

The corporation shall keep correct and complete books and records
of account and shall keep minutes of the proceedings of the
shareholders, of the Board of Directors, and any committee which
the directors may appoint, and shall keep at the office of the
corporation in the State of New York or at the office of the
transfer agent or registrar, if any, in said state, a record
containing the names and addresses of all shareholders, the
number and class of shares held by each, and the date when they
respectively became the owners of record thereof.  Any of the
foregoing books, minutes, or records may be in written form or in
any other form capable of being converted into written form
within a reasonable time.


                           ARTICLE VI

                         CORPORATE  SEAL

     The corporate seal, if any, shall be in such form as the
Board of Directors shall prescribe.

                           ARTICLE VII
                                
                           FISCAL YEAR

     The fiscal year of the corporation shall be fixed, and shall
be subject to change from time to time, by the Board of
Directors.

                          ARTICLE VIII
                                
                      CONTROL OVER BY-LAWS

     The shareholders entitled to vote in the election of
directors or the directors upon compliance with any statutory
requisite may amend or repeal the By-Laws and may adopt new By-
Laws, except that the directors may not amend or repeal any By-
Law or adopt any new By-Law, the statutory control over which is
vested exclusively in the said shareholders or in the
incorporators.  By-Laws adopted by the incorporators or directors
may be amended or repealed by the said shareholders.

                           ARTICLE IX
                                
                         INDEMNIFICATION

     Every person who is or was a director, officer or employee
of the corporation, or of any other corporation which he served
as such at the request of the corporation, may in accordance with
the second paragraph of this Article IX be indemnified by the
corporation against any and all liability and reasonable expense
that may be incurred by him in connection with or resulting from
any claim, action, suit or proceeding (whether brought by or in
the right of the corporation or such other corporation or
otherwise), civil or criminal, or in connection with an appeal
relating thereto, in which he may be involved, as a party or
otherwise, by reason of his being or having been a director,
officer or employee of the corporation or such other corporation,
or by reason of any action taken or not taken in his capacity as
such director, officer or employee, whether or not he continues
to be such at the time such liability or expense shall have been
incurred, provided such person acted, in good faith, in a  manner
he reasonably believed to be in or not opposed to the best
interests of the corporation or such other corporation, as the
case may be, and, in addition in any criminal action or
proceeding, had no reasonable cause to believe that his conduct
was unlawful.  As used in this Article IX, the terms "liability"
and "expense" shall include, but shall not be limited to, court
costs, counsel fees and disbursements and amounts of judgments,
fines, or penalties against, and amounts paid in settlement by, a
director, officer or employee.  The termination of any claim,
action, suit or proceeding, civil or criminal, by judgment,
settlement (whether with or without court approval), conviction
or upon a plea of guilty or nolo contendere, or its equivalent,
shall not create a presumption that a director, officer or
employee did not meet the standards of conduct set forth in this
paragraph.

     Every person referred to in the first paragraph of this
Article IX who has been successful, on the merits or otherwise
with respect to any claim, action, suit or proceeding of the
character described in such first paragraph shall be entitled to
indemnification as of right.  Except as provided in the preceding
sentence, an indemnification under such first paragraph may be
made by the Board of Directors, in its discretion, but only if
either (i) the Board of Directors, acting by a quorum consisting
of directors who were not parties to (or who have been successful
with respect to) such claim, action, suit or proceeding, shall
have found that the director, officer or employee has met the
applicable standard of conduct set forth in such first paragraph
or (ii) if  there be no such disinterested quorum, independent
legal counsel (who may be the regular counsel of the corporation)
shall have delivered to the corporation written advice to the
effect that in their judgment such applicable standard has been
met.

     Expenses incurred with respect to any claim, action, suit or
proceeding of the character described in the first paragraph of
this Article IX may be advanced by the corporation prior to the
final disposition thereof upon receipt of any undertaking by or
on behalf of the recipient to repay such amount unless it shall
ultimately be determined that he is entitled to indemnification
under this Article IX.

     The rights of indemnification provided in this Article IX
shall be in addition to any other rights to which any such
director, officer or employee may otherwise be entitled by
contract, as a matter of law, by vote of the stockholders, or
otherwise; and in the event of any such person's death, such
rights shall extend to his heirs and legal representatives.

                      AMENDMENT OF RESTATED
                             BY-LAWS


     The Restated By-laws of Comptek Research, Inc. were amended
by the Board of Directors on March 25, 1986, to add the following
new Article:

                            ARTICLE X
                                
                    ANTI-TAKEOVER LEGISLATION

     The corporation hereby expressly elects not to be governed
by Section 912 of the Business Corporation Law of the State of
New York.

                     AMENDMENT OF  RESTATED
                             BY-LAWS

     The Restated By-laws of Comptek Research, Inc. were amended
by the Board of Directors on July 22, 1986, to amend and renumber
Section 9 of Article IV as Section 10 and add a new Section 9
captained "Other Titled Employees."  Such sections to read in
their entirety as follows:

     Section 9.  OTHER TITLED EMPLOYEE.  The Chief Executive
Officer, with the advice of the Executive Committee of the Board
of Directors, may appoint one or more employees to the titled
positions of product line or divisional vice president or similar
positions.  Such titled positions shall report to, be under the
supervision of, and be responsible to the Chief Executive Officer
or such other officers of the corporation as is designated by the
Chief Executive Officer, and shall not be officers of the
corporation.  Each such appointment shall be terminable by the
Chief Executive Officer at will and shall be deemed to expire
upon the termination, whether voluntary or involuntary, of the
employment of the person so appointed.  Each appointment shall be
confirmed in a written statement filed with the Secretary and
reported to the Board of Directors at its next regular meeting.

     Section 10.  COMPENSATION.  The compensation of all officers
shall be determined by the Board of Directors.  The compensation
of all other employees, including employees having titled
positions as provided for in Section 9, shall be fixed by the
Chief Executive Officer within such limits as may be prescribed
by the Board of Directors.

                      AMENDMENT OF RESTATED
                                
                             BY-LAWS

     The Restated By-laws of Comptek Research, Inc. were amended
by the Board of Directors on June 20, 1988, as follows:

     Sections 1, 2, 3 and 7 of Article III of the By-laws are
hereby amended and restated in their entirety to read as follows
(all other sections of Article III shall remain unchanged):

     Section 1.  FUNCTIONS, NUMBER AND QUALIFICATIONS.  The
business and affairs of the corporation shall be managed by a
Board of Directors consisting of not less than six (6) persons.
The exact number of directors shall be fixed from time to time by
the Board of Directors pursuant to a resolution adopted by the
affirmative vote of a majority of the entire Board of Directors.
As used in these by-laws, the term "entire Board of Directors"
means the total authorized number of directors which the
corporation would have if there were no vacancies.  Each director
shall be at least eighteen years of age.  A director need not be
a shareholder, a citizen of the United States or a resident of
the State of New York.

     Section 2.  ELECTIONS AND TERM.  (a)  At the 1986 Annual
Meeting of Shareholders, the directors shall be divided into
three classes, as nearly equal in number as possible, with the
term of office of the first class to expire at the 1987 Annual
Meeting of shareholders, the term of office of the second class
to expire at the 1988 Annual Meeting of Shareholders and the term
of office of the third class to expire at the 1989 Annual Meeting
of Shareholders.  Commencing with the 1987 Annual Meeting of
Shareholders, directors elected to succeed those directors whose
terms have thereupon expired shall be elected for a term of
office to expire at the third Annual Meeting of Shareholders
after their election.

(b).  If the number of directors is increased to nine or more,
the directors shall be divided into three classes at the next
succeeding Annual Meeting of Shareholders following such
increase, with each class to consist of at least three directors
and the difference in the number of directors in any two classes
not to exceed one.  If necessary, one director from the class
whose term does not expire at the next succeeding Annual Meeting
of Shareholders, to be nominated pursuant to a resolution adopted
by the affirmative vote of a majority of the entire Board of
Directors, will be elected for a term of office to expire at the
second succeeding Annual Meeting of Shareholders after his
election so as to ensure that each class will consist of at least
three directors.  Thereafter, directors elected to succeed those
directors whose terms have thereupon expired shall be elected for
a term of office to expire at the second succeeding Annual
Meeting of Shareholders after their election.  Any increase or
decrease in the number of directors which does not cause a change
in the number of classes shall be apportioned among the classes
so as to maintain or attain, if possible, the equality of the
number of directors in the classes, but in no case will a
decrease in the number of directors shorten the term of any
incumbent director.  If such equality is not possible, the
increase shall be apportioned among the classes in such a way
that the difference in the number of directors in any two classes
shall not exceed one.

     Section 3.  VACANCIES.(a)  Subject to the rights of the
holders of any series of preferred stock or any other class of
capital stock of the corporation (other than the common stock)
then outstanding, vacancies in any class of directors resulting
from death, resignation, retirement, disqualification, removal
from office or other cause shall, if occurring prior to the
expiration of the term of office of such class, be filled only by
the affirmative vote of a majority of the remaining directors of
the entire Board of Directors then in office, although less than
a quorum, or by the sole remaining director.  Any director so
elected shall hold office until the next Annual Meeting of
Shareholders and until his successor is elected and qualified.

(b)Whenever the holders of any one or more series of preferred
stock issued by the corporation shall have the right, voting
separately by series, to elect directors at an annual or a
special meeting of shareholders, the election, term of office,
filling of vacancies and other features of such directorships
shall be governed by Paragraph 8 of the Certificate of
Incorporation of the corporation, unless expressly otherwise
provided by the resolution or resolutions providing for the
creation of such series.
     
     Section 7.  REMOVAL OF DIRECTORS.  Subject to the rights of
holders of any series of preferred stock or any other class of
capital stock of the corporation (other than the common stock)
then outstanding, (i) any director, or the entire Board of
Directors, may be removed by the shareholders from office at any
time prior to the expiration of his term of office, but only for
cause, and only by the affirmative vote of the holders of record
of outstanding shares representing a majority of the voting power
of all of the outstanding shares of capital stock of the
corporation entitled to vote generally in the election of
directors, and (ii) any director may be removed from office by
the affirmative vote of a majority of the entire Board of
Directors, at any time prior to the expiration of his term of
office, but only for cause.

(b)The first paragraph of Article IX of the By-laws is hereby
amended and restated in its entirety to read as follows (the
remaining paragraphs of Article IX shall remain unchanged except
as reflected in item (c) below):

Every person who is or was a director, officer or employee of the
corporation, or of any other corporation, partnership, join-
venture, trust, employee benefit plan or other enterprise
("enterprise") which he served as such at the request of the
corporation, may in accordance with the second paragraph of this
Article IX be indemnified by the corporation against any and all
liability and reasonable expense that may be incurred by him in
connection with or resulting from any claim, action, suit or
proceeding (whether brought by or in the right of the corporation
or such other enterprise or otherwise), civil or criminal, or in
connection with an appeal relating thereto, in which he may be
involved, as a party or otherwise, by reason of his being or
having been a director, officer or employee of the corporation or
such other enterprise, or by reason of any action taken or not
taken in his capacity as such director, officer or employee,
whether or not he continues to be  such at the time such
liability or expense shall have been incurred, provided such
person acted, in good faith, in a manner he reasonably believed
to be in or, in the case of service for any other enterprise, not
opposed to the best interests of the corporation, and, in
addition, in any criminal action or proceeding, had no reasonable
cause to believe that his conduct was unlawful.  As used in this
Article IX, the terms "liability" and "expense" shall include,
but shall not be limited to, court costs, counsel fees and
disbursements and amounts of judgments, fines, or penalties
against, and amounts paid in settlement by, a director, officer
or employee.  The termination of any claim, action, suit or
proceeding, civil or criminal, by judgment, settlement (whether
with or without court approval), conviction or upon a plea of
guilty or nolo contendere, or its equivalent, shall not create a
presumption that a director, officer or employee did not meet the
standards of conduct set forth in this paragraph.

(b)The last paragraph of Article IX of the By-laws is hereby
amended by adding the following sentence to the end thereof:
     
Rights to indemnification may be granted to any officer, director
or employee by a resolution of shareholders, a resolution of the
Board of Directors or an agreement providing for such
indemnification, to the extent permitted by law.


                          EXHIBIT 10.3c
                                


                      EMPLOYMENT AGREEMENT


     THIS AGREEMENT, made as of the 1st day of November, 1997, by
and  between John J. Sciuto, residing at 6392 Black Walnut Court,
E.  Amherst,  NY  14051,  (hereinafter  called  "Employee"),  and
COMPTEK RESEARCH, INC., a New York corporation having its  office
and  principal  place of business at 2732 Transit Road,  Buffalo,
New York 14224 (hereinafter called the "Corporation").

                      W I T N E S S E T H :

      WHEREAS,  the Employee is currently employed  as  Chairman,
President, and Chief Executive Officer of the Corporation, and it
is  the  intention  of  the  parties that  he  continue  in  such
positions; and

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

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

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

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

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

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

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

     3.    Remuneration.

     (a)   So long as Employee is employed by the Corporation, he
will  be paid a salary at such rate as may be fixed from time  to
time  by the Board of Directors of the Corporation, but not  less
than   $228,000  per  year  (his  "Base  Salary"),   payable   in
approximately  equal  installments  at  such  intervals  as   the
Corporation   pays  the  salaries  of  its  executive   employees
generally.   At  least  once  annually,  the  Corporation   shall
evaluate  the Employee's performance and market data for  similar
positions  in industry.  Based on such evaluation an increase  in
the Base Salary shall be considered by the Corporation.

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

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

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

     4.    Death Benefits.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



                              /s/John J. Sciuto
                              -------------------
                              John J. Sciuto
                              COMPTEK RESEARCH, INC.


                              By

                              /s/Joseph A. Alutto
                                              -------------------
Joseph A. Alutto
                              Chairman of the Compensation
                              Committee of the Board of Directors
(Corporate Seal)



                          EXHIBIT 10.3d
                                

                      EMPLOYMENT AGREEMENT


      THIS AGREEMENT, made as of the 1 day of November, 1997,  by
and between Christopher A. Head , residing at 3311 Calvano Drive,
Grand  Island,  New  York, (hereinafter called  "Employee"),  and
COMPTEK RESEARCH, INC., a New York corporation having its  office
and  principal  place of business at 2732 Transit Road,  Buffalo,
New York 14224 (hereinafter called the "Corporation").

                      W I T N E S S E T H :

      WHEREAS,  the Employee is currently employed  as  Executive
Vice   President,   General  Counsel,  and   Secretary   of   the
Corporation,  and  it  is the intention of the  parties  that  he
continue in such positions; and

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

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

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

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

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

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

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

     3.    Remuneration.

     (a)   So long as Employee is employed by the Corporation, he
will  be paid a salary at such rate as may be fixed from time  to
time  by the Board of Directors of the Corporation, but not  less
than   $142,000  per  year  (his  "Base  Salary"),   payable   in
approximately  equal  installments  at  such  intervals  as   the
Corporation   pays  the  salaries  of  its  executive   employees
generally.   At  least  once  annually,  the  Corporation   shall
evaluate  the Employee's performance and market data for  similar
positions  in industry.  Based on such evaluation an increase  in
the Base Salary shall be considered by the Corporation.

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

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

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

     4.    Death Benefits.

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

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

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

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

       5.      Termination  of  Employment  Due  to  Illness   or
Disability.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                   /s/Christoper A. Head
                                   ---------------------
                                   Christopher A. Head
                                   COMPTEK RESEARCH, INC.


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

(Corporate Seal)
     \AGR\EMPAGR.CAH



                          EXHIBIT 10.3e
                                

                      EMPLOYMENT AGREEMENT


     THIS  AGREEMENT, made as of the 1st day of April,  1998,  by
and between Laura L. Benedetti, residing at 47 Shadow Wood Drive,
E.  Amherst, New York 14051, (hereinafter called "Employee"), and
COMPTEK RESEARCH, INC., a New York corporation having its  office
and  principal  place of business at 2732 Transit Road,  Buffalo,
New York 14224 (hereinafter called the "Corporation").

                     W I T N E S S E T H :

     WHEREAS,  the  Employee  is currently  employed  as  a  Vice
President  of  the  Corporation, and it is the intention  of  the
parties that she continue in such positions; and

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

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

     WHEREAS,  it  is the intention of the parties to  have  this
Agreement  and such similar Agreements construed in a  consistent
manner in accordance with the laws of the State of New York; and
     
     WHEREAS,  the  Corporation wishes to be  reasonably  assured
that  Employee will continue as an employee and desires to retain
her   services,  realizing  that  if  she  were  to  enter   into
competition with the Corporation it would suffer financial loss;

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

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

     2.     Duties  and Responsibilities.  Employee  agrees  that
during  the  term  of  this  Agreement  her  principal  area   of
responsibility  shall  be  that of management  of  the  financial
affairs  of  the  Corporation.  Employee shall  devote  her  full
business  time and best efforts, skills, and ability  to  promote
the  business of the Corporation and perform for the  Corporation
such  duties  as  are customarily performed by  a  management  or
executive employee having responsibility in such areas, and  such
other  duties as may be assigned to her by Chairman of the  Board
of  the Corporation and serve as an officer and/or a director  of
the  Corporation if duly elected.  Employee shall have such power
and  authority as shall reasonably be required to enable  her  to
perform  her  duties hereunder in an efficient  manner;  provided
that  in  the  exercising of such power  and  authority  and  the
performance of such duties, she shall at all times be subject  to
the supervision and direction of the Chairman of the Board of the
Corporation  and  the  authority and  control  of  the  Board  of
Directors of the Corporation.
     
     3.    Remuneration.
     
     (a)    So  long  as Employee is employed by the Corporation,
she  will be paid a salary at such rate as may be fixed from time
to  time  by the Board of Directors of the Corporation,  but  not
less  than  $96,000  per  year (her "Base  Salary"),  payable  in
approximately  equal  installments  at  such  intervals  as   the
Corporation   pays  the  salaries  of  its  executive   employees
generally.   At  least  once  annually,  the  Corporation   shall
evaluate  the Employee?s performance and market data for  similar
positions  in industry.  Based on such evaluation an increase  in
the Base Salary shall be considered by the Corporation.

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

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

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

     4.    Death Benefits.

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

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

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

     (b)  If the designated beneficiary is not alive at the time of
           the making of any of such payments, the payments shall be made in
           equal shares to such of the children of the Employee as shall be
           surviving at the time of each of such payments; or, if the
           Employee has no surviving designated beneficiary or children at
           the time of the making of any such payments, then a lump sum
           payment shall be made to the Employee's estate in accordance with
           paragraph 13 of this Agreement.
     5.      Termination  of  Employment  Due   to   Illness   or
     Disability.
     (a)  In  the event of the disability or illness of  Employee
     rendering her substantially unable to render service to  the
     Corporation of the character contemplated by this  Agreement
     for  a  period in excess of six (6) months, the  Corporation
     shall have the right to terminate this Agreement upon giving
     not less than thirty (30) days' advance written notice given
     after  such  six  (6)  month  period  of  its  intention  to
     terminate  Employee.   If Employee shall  have  resumed  her
     duties  hereunder  within such thirty-day period  and  shall
     have continuously performed her duties for at least two  (2)
     consecutive  months thereafter, such notice  of  termination
     shall  be  deemed of no force or effect and  this  Agreement
     shall  thereupon  continue in full  force,  as  though  such
     notice  of termination had not been given.  In the  event  a
     question  arises  hereunder as to Employee's  incapacity  to
     perform  her regular duties, the Employee shall be  examined
     by a physician selected by the Corporation and the Employee,
     and  such  physician's  determination  shall  be  final  and
     conclusive  and  binding  on all parties  for  the  purposes
     hereof.

     (b)    Upon  termination of her employment because  of  such
illness  or disability, the Corporation shall pay to the Employee
in  each  of the first twelve (12) months following the effective
date of such termination, a monthly termination payment equal  to
one  twelfth (1/12) of her Base Salary in effect at the  time  of
such termination.
     
     (c)     In   the  event  of  Employee's  death  after   such
termination on account of such illness or disability, but  before
the  completion of the making of the payments to which she became
entitled  as provided for above, the Corporation shall make  such
payments  to the Employee's designated beneficiary;  or,  if  the
designated beneficiary is not alive at the time of the making  of
any  of such payments, the payments shall be made in equal shares
to  such of the children of the Employee as shall be surviving at
the  time  of each of such payments; or, if the Employee  has  no
surviving designated beneficiary or children at the time  of  the
making  of  any such payments, then a lump sum payment  shall  be
made to the Employee's estate in accordance with paragraph 13  of
this Agreement.

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

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

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

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

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

     The Corporation, however, shall not cease to perform any  of
its  covenants  made  under  this  Agreement,  including  without
limitation the payment of money, until any alleged breach of this
Agreement  by  Employee  has  been  adjudicated  by  a  court  of
competent jurisdiction.
     
     The  Employee  understands and agrees that  because  of  the
personal relationships with the Corporation's customers which she
has  and will continue to form during her employment, and because
of  the  specialized  knowledge which she  will  develop  of  the
Corporation's  and  of  its  customers'  products,  services,  or
operations,  potential irreparable damage  would  result  to  the
Corporation  from  her competing with it or divulging  its  Trade
Secrets  as restricted by this Agreement.  Accordingly,  Employee
expressly  agrees  that  in addition  to  any  and  all  remedies
available to it, the Corporation shall have the remedies of money
damages  and a restraining order, or an injunction,  and  of  any
other  appropriate  equitable relief, without  the  necessity  of
posting  any bond or surety, in the event that there is a  breach
of any covenants contained in this Agreement.

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

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

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

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

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

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

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

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

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

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

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

                                   /s/Laura L. Benedetti
                                   ----------------------
                                   Laura L. Benedetti
                                   COMPTEK RESEARCH, INC.


                              By   /s/John J. Sciuto
                                   -----------------------
                                   John J. Sciuto
                                   Chairman, President, and CEO
                                   
                                   
(Corporate Seal)

\AGR\EMPAGR.PRB

                                
                          EXHIBIT 10.3f
                                


                      EMPLOYMENT AGREEMENT


     THIS  AGREEMENT, made as of the 1st day of April,  1997,  by
and  between JAMES D. MORGAN, residing at 34 Ironwood Court, East
Amherst,  NY  14051 (hereinafter called "Employee"), and  COMPTEK
FEDERAL  SYSTEMS, INC., a New York corporation having its  office
and  principal  place of business at 2732 Transit Road,  Buffalo,
New York 14224 (hereinafter called the "Corporation").

                     W I T N E S S E T H :

     WHEREAS,  the Employee shall be employed as Chief  Scientist
of the Corporation; and

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

     WHEREAS,  the Corporation wishes to retain the  services  of
the  Employee  in  certain respects, and the Employee  wishes  to
provide certain services to the Corporation; and

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

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

     1.    Term of Employment.

     The  Corporation hereby employs Employee and Employee agrees
to  work  for  the  Corporation for a period of  four  (4)  years
beginning  April  1,  1997, and ending March 31,  2001,  subject,
however, to earlier termination as provided in paragraphs 5,  10,
11, and 12.

     2.     Duties  and Responsibilities.  Employee  agrees  that
during  the  term  of  this  Agreement  his  principal  area   of
responsibility  shall  be that of research  and  development  and
technology development.  Employee shall devote his best  efforts,
skills,  and  ability to promote the business of the  Corporation
and  perform  for the Corporation such duties as are  customarily
performed  by  a  highly skilled and experienced employee  having
responsibility  in such areas, and such other duties  as  may  be
assigned  to  him by the President of the Corporation.   Employee
shall  have  such  power  and authority as  shall  reasonably  be
required  to  enable him to perform his duties  hereunder  in  an
efficient  manner; provided that in the exercising of such  power
and authority and the performance of such duties, he shall at all
times  be  subject  to  the  supervision  and  direction  of  the
President of the Corporation and the authority and control of the
Board of Directors of the Corporation.

     3.    Remuneration.

     (a)   So long as Employee is employed by the Corporation, he
will  be  paid at such rate as may be fixed from time to time  by
the  Board of Directors of the Corporation, but not less  than  a
total hourly rate of  $104.72 per hour for the Corporation's 1998
fiscal  year,  and  $109.74 per hour for the Corporation's  1999,
2000  and 2001 fiscal years, ("Base Hourly Rate"), excluding  all
withholdings,  taxes, and other deductions or  assessments  which
are  permitted or required by law.  Payment shall be made by  the
Corporation to Employee at such intervals as the Corporation pays
the salaries of its executive employees generally, subject to all
withholding, taxes, and other deductions or assessments which are
permitted or required by law.

     (b)    It  is understood that temporary disability (of  less
than  six  (6) months in duration) will not result in termination
of Employee's employment.

     (c)    Employee  will be entitled to reimbursement  for  all
reasonable  travel and other business expenses incurred  by  him.
Employee  will  be  included  in any benefit  plans,  group  life
insurance  and medical insurance plans which the Corporation  may
have  in  force  from  time to time for its  full-time  executive
personnel,  at  the  same level of benefits as  if  Employee  was
employed  by  the  Corporation on  a  full-time  basis.   If  the
Employee is precluded by law or other reasons from being included
in  such plans, the Corporation shall secure similar benefits for
the  Employee upon such terms as to avoid any additional cost  to
the Employee other than he would be subject to if he was included
in   such  plans.   Such  benefits  and  any  resulting  payments
thereunder shall be in addition to his base hourly rate.

     (d)   The  Corporation  will  negotiate  annually  with  the
Employee the amount of a bonus, the target amount of which  shall
not be less than $10,000, which bonus shall become payable to the
Employee, if at all, based upon the profit performance activities
of the Corporation in the ensuing fiscal year.4.   Hours of Work.
As  long as the Employee is not in breach of this Agreement,  the
Corporation promises to pay the Employee for 1,048 hours of  work
at  his  current in-effect Base Hourly Rate, at the Corporation's
Buffalo,  New  York area offices in each "fiscal  year"  of  this
Agreement, which "fiscal year" shall be deemed to run from  April
1  through  March  31.5.     Termination  of  Employment  Due  to
Illness  or Disability. (a)    In the event of the disability  or
illness of Employee rendering him substantially unable to  render
service to the Corporation of the character contemplated by  this
Agreement  for  a  period  in  excess  of  six  (6)  months,  the
Corporation shall have the right to terminate this Agreement upon
giving  not  less than thirty (30) days' advance  written  notice
given  after  such  six  (6) month period  of  its  intention  to
terminate  Employee.  If Employee shall have resumed  his  duties
hereunder   within  such  thirty-day  period   and   shall   have
continuously   performed  his  duties  for  at  least   two   (2)
consecutive  months thereafter, such notice of termination  shall
be  deemed  of  no  force  or  effect and  this  Agreement  shall
thereupon  continue  in  full force, as  though  such  notice  of
termination  had not been given.  In the event a question  arises
hereunder  as  to  Employee's incapacity to perform  his  regular
duties, the Employee shall be examined by a physician selected by
the   Corporation   and  the  Employee,  and   such   physician's
determination  shall be final and conclusive and binding  on  all
parties for the purposes hereof.

     (b)   If  Employee is terminated by the Corporation  due  to
illness  or disability, and provided he is not in breach of  this
Agreement,  he  shall  be entitled during  his  life  to  receive
monthly  payments  for  a  period  of  twelve  (12)  months  next
succeeding the effective date of termination, each payment  equal
to  one-twelfth  (1/12) of  1048 multiplied by  his  current  in-
effect Base Hourly Rate.

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

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

     8.    Inventions.

     (a)   The  Employee agrees that all inventions,  discoveries
and  improvements,  and  all  new  ideas  for  manufacturing  and
marketing  products of the Corporation, which  the  Employee  has
conceived or may conceive while working for or on behalf  of  the
Corporation,  whether during or outside business  hours,  on  the
premises   of   the  Corporation  or  elsewhere,  alone   or   in
collaboration  with others, and whether or not the  same  can  be
patented  or  registered  under patent, copyright,  or  trademark
laws, shall be and become the sole and exclusive property of  the
Corporation.

     (b)   The Employee agrees to keep a "Technical Notebook"  of
all of his activities for or on behalf of the Corporation, and to
promptly  disclose  and  fully  acquaint  the  President  of  the
Corporation  with any such inventions, discoveries,  improvements
and  ideas  which he has conceived, made or acquired  for  or  on
behalf  of  the  Corporation, and shall, at the  request  of  the
Corporation,  make a written disclosure of the same  and  execute
such applications, assignments, and other written instruments  as
may  reasonably be required to grant to the Corporation sole  and
exclusive  right, title and interest thereto and therein  and  to
enable  the Corporation to obtain and maintain patent, copyright,
and  trademark  protection  therefor.  The  "Technical  Notebook"
shall  be in a form which is acceptable to the President  of  the
Corporation and the Employee, and shall at all times  remain  the
exclusive  property  of the Corporation.  At  the  conclusion  of
every  calendar  month  during the term of  this  Agreement,  the
Employee shall update the Technical Notebook and a copy shall  be
given   to  the  President  of  the  Corporation  for  care   and
safekeeping.

     (c)   The Corporation recognizes that the Employee may  from
time  to time perform services for other entities or individuals,
and  that  such  entities  or  individuals  may  wish  to  retain
intellectual  property rights to the services that  the  Employee
has  performed  on their behalf.  In order to minimize  potential
conflicts  between  the Corporation and such other  entities  and
individuals for whom the Employee performs services, the Employee
agrees  to  disclose to the Corporation on an ongoing  basis  the
nature  of such services.  Further, the Employee expressly agrees
that he will, as a condition precedent to performing services for
such other entities or individuals, cause such other entities  or
individuals  to agree to permit him to make such a disclosure  to
the Corporation.

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

     The Corporation, however, shall not cease to perform any  of
its  covenants  made under this Agreement, until any  dispute  or
alleged  breach  of this Agreement by Employee has  been  finally
determined  by  arbitration  pursuant  to  Section  17  of   this
Agreement.   That notwithstanding, the Corporation  may,  at  its
option,  choose  to  pay  any  sums of  money  pursuant  to  this
Agreement  into an escrow account, pending a final resolution  of
such a dispute or alleged breach of this Agreement.

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

     10.   Termination of Employment by the Corporation.

     (a)   Other  than  for  Illness or  Disability  pursuant  to
Section  5  of this Agreement, the Corporation may,  of  its  own
volition, terminate the Employee's employment at any time without
cause  upon  giving at least twelve (12) months' advance  written
notice  to  the Employee of the date when such termination  shall
become   effective.   If  the  Employee  is  terminated  by   the
Corporation other than for cause or breach of this Agreement, and
provided  he  is  not in breach of this Agreement,  he  shall  be
entitled during his life to receive monthly payments for a period
of  twelve (12) months next succeeding the effective date of said
notice,   each  payment  equal  to  one-twelfth  (1/12)  of  1048
multiplied by his current in-effect Base Hourly Rate,  with  such
payments to cease when the termination shall become effective.

     (b)   The  Corporation  may, of its own volition,  terminate
Employee's employment without liability or further expense at any
time  but  only  for  cause or for breach of  this  Agreement  by
Employee, upon giving at least thirty (30) days' advance  written
notice  to  the Employee of the date when such termination  shall
become  effective.  If the Employee disagrees with the  basis  of
termination  which is asserted by the Corporation,  he  shall  be
permitted  to invoke the dispute resolution procedures set  forth
in Section 17 of this Agreement.

     11.    Termination of Employment by the Employee.   Employee
may,  of  his own volition, terminate his employment at any  time
upon  giving at least sixty (60) days' advance written notice  to
the   President  of  the  Corporation  of  the  date  when   such
termination shall become effective.

12.  Death Benefits.

     (a)  If Employee should die while still in the employ of the
Corporation,  the  Corporation in each of the first  twelve  (12)
months  following  his death, shall make payments  to  Employee's
designated  beneficiary in an amount equal to one-twelfth  (1/12)
of 1,048 multiplied by his Base Hourly Rate.

     (b)   If the designated beneficiary is not alive at the time
of the making of any of such payments, the payments shall be made
in  equal shares to such of the children of the Employee as shall
be  surviving at the time of each of such payments;  or,  if  the
Employee  has no surviving designated beneficiary or children  at
the  time  of the making of any such payments, then  a  lump  sum
payment shall be made to the Employees estate in accordance  with
paragraph 12(c) of this Agreement.

     (c)   A  designated  beneficiary  entitled  to  receive  the
benefits  payable following the death of Employee under paragraph
12(a)  of this Agreement, or payable following the death  of  the
Employee after termination of employment under paragraph 5, shall
be named in a written designation filed with the Secretary of the
Corporation.  Such written designation may be revoked or  amended
by  Employee  at  any  time.  If no such written  designation  of
beneficiary shall be filed with the Secretary of the Corporation,
or  if the designated beneficiary is not alive at the time of any
payment  to  be made, the same shall be paid in equal  shares  to
such of the children of the Employee as shall be surviving at the
time   of  such  payment.   If  the  Employee  has  no  surviving
designated beneficiary of children at the time of any payment  to
be  made under paragraph 12(a) or paragraph 5, the same shall  be
paid   to   Employee's  estate  in  cash.   In  determining   the
eligibility  and  status of persons entitled to receive  payments
under  paragraphs 12(a) and 5 of this Agreement, the  Corporation
may  rely on its records and the good faith determinations of its
officers.   In  no event shall the Corporation be liable  to  any
person  for any sums paid to any other persons pursuant  to  such
records and determinations.

     13.    Assignments, etc.  Employee shall not have any  power
to  transfer, assign, anticipate, mortgage or otherwise  encumber
in  advance any of the benefits payable hereunder, nor shall such
benefits  be subject to seizure for the payment of any  debts  or
judgments or any of them or be transferable by operation  in  law
in the event of bankruptcy, insolvency or otherwise.

     14.     Participation  in  Other  Plans.   Nothing  in  this
Agreement  shall  affect any right which Employee  may  otherwise
have  to  participate in, or under any other retirement  plan  or
agreement  which  the Corporation may now or  hereafter  provide,
including  but  not limited to stock options which  have  already
been granted by Comptek Research, Inc., to the Employee.

     15.    Binding  Agreement.  This Agreement  constitutes  the
full  and  final understandings of the parties hereto, supersedes
all  prior written and verbal agreements and understandings,  and
shall be binding upon the parties hereto, their heirs, executors,
administrators or successors.  It expressly supersedes the  prior
Employment  Agreement  between Comptek Research,  Inc.,  and  the
Employee, dated April 1, 1994.

     16.    Revocation.  This Agreement may be amended or revoked
at anytime only by mutual written agreement of the parties.

     17.    Dispute Resolution.  The Corporation and the Employee
shall  consult and negotiate with each other in good  faith,  and
recognizing  their mutual interest attempt to reach  a  just  and
equitable  resolution of any matter in dispute.   Except  as  set
forth  in  Section  7  of  this Agreement  with  respect  to  the
unauthorized  disclosure of the Corporation's Trade  Secrets,  if
the  Corporation and the Employee do not reach such a  resolution
within  a  period of sixty (60) days, then upon notice by  either
the  Corporation or the Employee to the other, disputes,  claims,
questions, or differences shall be finally settled by arbitration
in  accordance with the provisions of the Rules of  the  American
Arbitration Association.  The parties hereto shall be bound by  a
decision of the American Arbitration Association and shall accept
any  decision as a final and binding determination of the  matter
in   dispute.    Judgment  upon  the  award   rendered   by   the
Arbitrator(s)  may be entered into any court having  jurisdiction
thereof.  The prevailing party in an arbitration proceeding  will
be entitled to reimbursement of reasonable attorneys fees.

     18.    Savings Clause.  If any part of this Agreement  shall
be  determined  to be unreasonable in duration or in  area,  then
this  Agreement  is intended to and shall extend  only  for  such
period  of  time  and  in  such  area  as  is  determined  to  be
reasonable.  Further, if any portion of this Agreement should  be
finally  interpreted to be unenforceable or contrary to law,  the
remainder of the Agreement shall remain in full force and effect,
and  the  parties agree to substitute a new provision which  most
closely  approximates  the  economic intent  and  effect  of  the
stricken provision.

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

     20.   Waiver.   Failure  by either the  Corporation  or  the
Employee  to  insist  upon strict performance  of  any  provision
hereof by the other shall not be deemed a waiver of any rights or
remedies,  nor a waiver of any subsequent default.  No  claim  or
right  arising out of a breach of this contract can be discharged
in whole, or in part, by a waiver or renunciation of the claim or
right,  unless  such  waiver  or  renunciation  is  supported  by
consideration and is in writing signed by the aggrieved party.
     IN  WITNESS WHEREOF, Employee has hereunto set his hand  and
seal,  and  the  Corporation  has caused  these  presents  to  be
executed  by its President and its corporate seal to  be  affixed
hereto, the day and year first above written.

                                                                

                                   /s/James. D. Morgan
                                   --------------------
                                   James D. Morgan
                                   COMPTEK FEDERAL SYSTEMS, INC.


                              By   /s/John J. Sciuto
                                   --------------------
                                   John J. Sciuto
                                   President and CEO

(Corporate Seal)

                          EXHIBIT 10.3h
                                

                      Exhibit 2.4(a)(iii)

                    EMPLOYMENT AGREEMENT FOR
                      LAWRENCE M. SCHADEGG



     THIS  AGREEMENT, made as of the 14 day of May, 1998, by  and
between  Lawrence M. Schadegg, residing at 40944 Lake and  Breton
View, Leonardtown, MD 20650, (hereinafter called "Employee"), and
PRB  ASSOCIATES, INC., a Maryland corporation having  its  office
and  principal  place  of business at 43865 Airport  View  Drive,
Hollywood, Maryland 20636 (hereinafter called the "Corporation").

                     W I T N E S S E T H :

     WHEREAS, Employee is currently employed as President of  the
Corporation,  and  it  is the intention of the  parties  that  he
continue in such position; and

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

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

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

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

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

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

     1.     Term  of Employment.  The Corporation hereby  employs
Employee  and Employee agrees to work for the Corporation  for  a
period of three (3) years beginning May 1, 1998, and ending April
30, 2001, subject, however, to earlier termination as provided in
paragraphs 4, 5, 11, and 12.

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

     3.    Remuneration.

     (a)   So long as Employee is employed by the Corporation, he
will  be paid a salary at such rate as may be fixed from time  to
time  by the Board of Directors of the Corporation, but not  less
than  One Hundred Sixty Seven Thousand, Three Hundred Thirty  Six
and  00/100  Dollars  ($167,336)  per  year  (his  current  "Base
Salary"),  payable  in approximately equal installments  at  such
intervals  as the Corporation pays the salaries of its  executive
employees generally.

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

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


     4.    Death Benefits.

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

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

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

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

     5.      Termination  of  Employment  Due   to   Illness   or
Disability.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                                                
                                                                
                                   /s/Lawrence M. Schadegg
                                   -------------------------
                                   Lawrence M. Schadegg


                                   PRB ASSOCIATES, INC.


                              By:  /s/Richard A. Bos
                                   ------------------------------
                                   Richard A. Bos, Executive Vice
                                   President and Secretary







(Corporate Seal)

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


On  this 14th day of May, 1998, before me personally came Richard
A.  Bos to me known, who, being by me duly sworn, did depose  and
say  that he resides at St. Mary's City, MD; that he is Executive
Vice  President  and  Secretary  of  PRB  ASSOCIATES,  INC.,  the
corporation described in and which executed the above instrument;
that he knows the seal of said corporation; that the seal affixed
to said instrument is such corporate seal; that it was so affixed
by  the order of the board of directors of said corporation,  and
that he signed his name thereto by like order.




                              /s/Randy C. Fahs
                              ---------------------------
                                   Notary Public
                                                                


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


On this 14th day of May, 1998, before me personally came Lawrence
M.  Schadegg, to me personally known and known to me  to  be  the
same   person  described  in  and  who  executed  the   foregoing
instrument and acknowledged that he executed the same.


                              /s/Randy C. Fahs
                              --------------------------
                              Notary Public

                                
                          EXHIBIT 10.3I
                                
               RESTRICTED STOCK AWARD UNDER THE
                     COMPTEK RESEARCH, INC.
                1992 EQUITY INCENTIVE STOCK PLAN



     This Agreement is made as of the 14 day of May, 1998,
between Comptek Research, Inc., a New York corporation (the
"Company"), and Lawrence Schadegg (the "Executive") pursuant to
the Comptek Research, Inc. 1992 Equity Incentive Stock Plan (the
"Plan").  Unless otherwise defined herein, terms used herein
shall have the meanings assigned to them under the Plan.

                          WITNESSETH:

     WHEREAS, in view of the key role the Executive has played in
the success of the PRB Associates, Inc. ("PRB"), a subsidiary of
the Company, and the desire that he continue to serve as
President of PRB, the Compensation Committee of Board of
Directors of the Company (the "Committee") now believes that it
is appropriate to make an award of Restricted Stock to the
Executive; and

     WHEREAS, the Plan contemplates that an award of Restricted
Stock should be evidenced by a written agreement, executed by the
Company and the Executive containing such restrictions, terms and
conditions as may be required by the Plan and the Committee;

     NOW THEREFORE, in consideration of the premises and mutual
agreements hereinafter set forth, the Executive and the Company
hereby agree as follows:

1.   Award.

     The Company, effective as of the date of this Agreement,
     hereby grants to the Executive an award (the "Award") of
     20,000 Shares of the Company's common stock ("Restricted
     Shares") subject to the restrictions, terms and conditions
     set forth below and in the Plan.

2.   Vesting of Stock.

          (a)  The Restricted Shares awarded by this Agreement
          shall vest in the Executive as follows:  2,500 shares
          on August 1, 1998; and an additional 2,500 shares on
          the first day of each third month thereafter with the
          last vesting date occurring on May 1, 2000.  If the
          Executive remains continuously employed by PRB until
          each of the vesting dates set forth above, then the
          Restricted Shares designated to vest on such vesting
          date shall so vest.

          (b)  In the event of a "Triggering Event", any unvested
          portion of the Award shall vest in accordance with
          Section 11 of the Plan.

          (c)  Until a Restricted Share vests, the Executive
          acknowledges that he may not, and agrees that he shall
          not, transfer his rights to such Restricted Share.
          Until a Restricted Share vests, no attempt to transfer
          such Restricted Share, whether voluntary or
          involuntary, by operation of law or otherwise, shall
          vest the transferee with any interest or right in or
          with respect to such Restricted Share.

          (d)  If, at any time prior to May 1, 2000, Executive
          wishes to sell or otherwise transfer any of the Shares
          granted under the Award, Executive shall first offer to
          sell such Shares (the "Offered Shares") to the Company.
          The Company shall have ten (10) business days (the
          "Offering Period") from the receipt of such offer to
          purchase all, but not less than all, of the Offered
          Shares.  If the Company accepts the offer prior to the
          expiration of the Offering Period, the Company shall
          purchase the Offered Shares at a price per share equal
          to the closing price of Shares as of the date the offer
          is accepted.  The closing of such sale shall take place
          within ten (10) business days after acceptance of the
          offer.  If the Company does not accept the offer to
          purchase the Offered Shares, Executive shall be
          entitled to sell or otherwise transfer the Offered
          Shares free of the restriction contained in this
          Section 2(d) for a period of thirty (30) business days
          following the expiration of the Offering Period.

3.   Termination.

          (a)  If the Executive ceases to be an employee by
          reason of disability (as determined under the Company's
          Long Term Disability Plan) or death prior to the last
          vesting date, then the Executive or his estate shall be
          entitled to receive the remaining then unvested portion
          of the Award.  No transfer, by will or by the laws of
          descent and distribution, of the Common Shares which
          vest by reason of the Executive's death shall be
          effective to bind the Company unless the Committee
          shall have been furnished with (i) written notice
          thereof and a copy of the will and/or such other
          evidence as the Committee may deem necessary to
          establish the validity of the transfer and (ii) an
          agreement by the transferee to comply with the terms
          and conditions of this Agreement that were or would
          have been applicable to the Executive.

          (b)  If the Executive ceases to be employee of PRB
          prior to the last vesting date for any reason other
          than by reason of disability or death, the Executive's
          rights to any unvested portion of this Award shall be
          immediately and irrevocably forfeited.

4.   Issuance and Custody of Certificate.

          (a)  The Company shall cause to be issued one or more
          stock certificates, registered in the name of the
          Executive evidencing the Restricted Shares awarded
          pursuant to Section 1.  Each such certificate shall
          bear the following legend:

                         The shares of stock
               represented by this certificate are
               subject to forfeiture and the
               transferability of this certificate and
               the shares of stock represented hereby
               are subject to the restrictions, terms
               and conditions (including restrictions
               against transfer) contained in the
               Comptek Research, Inc. 1992 Equity
               Incentive Stock Plan, as amended and a
               Restricted Stock Award Agreement dated
               May __, 1998, entered into between the
               registered owner of such shares and
               Comptek Research, Inc.  A copy of the
               Plan and Agreement is on file in the
               office of the Secretary of Comptek
               Research, Inc., 2732 Transit Road,
               Buffalo, New York.

          (b)  Each certificate issued pursuant to Section 4(a),
          together with the stock powers relating to such
          Restricted Shares, shall be deposited by the Company
          with the Secretary of the Company or a custodian
          designated by such Secretary.  The Secretary or such
          custodian shall issue a receipt to the Executive
          evidencing the certificates held which are registered
          in the name of the Executive.

          (c)  Promptly after any Restricted Shares vest pursuant
          to Section 3 of this Agreement, the Company shall cause
          to be issued certificates evidencing such Restricted
          Shares, free of the legend provided in Section 4(a) and
          shall cause such certificates to be delivered to the
          Executive (or the Executive's legal representatives,
          beneficiaries or heirs).

          (d)  The Company shall cause each of the stock
          certificates evidencing the Restricted Shares to bear
          the following legend:
                         The transferability of
               this certificate and shares of
               stock represented hereby are
               subject to the terms and conditions
               contained in an Restricted Stock
               Award Agreement dated May __, 1998,
               between the registered owner of
               such shares and Comptek Research,
               Inc.  A copy of the Agreement is on
               file in the Office of the Secretary
               of Comptek Research, Inc.,
               2732 Transit Road, Buffalo, New
               York.

          (e)  Promptly after the earlier of (i) May 1, 2000 or
          (ii) a sale or transfer permitted under Section (2)(d),
          the Company shall cause to be issued certificates
          evidencing the Restricted Shares or the transferred
          shares, as the case may be, free of the legend provided
          in Section 4(d) and shall cause such certificate to be
          delivered to the Executive (or the Executive's legal
          representatives, beneficiaries or heirs) or to the
          transferee, as the case may be.

          (f)  The Executive shall not be deemed for any purpose
          to be, or have rights as, a shareholder of the Company
          by virtue of the Award, until a stock certificate is
          issued therefor pursuant to Section 4(a).

5.   Agreements of the Executive.

     The Executive acknowledges that:  (a) this Agreement is not
     a contract of employment and the terms of the Executive's
     employment shall not be affected in any way by this
     Agreement except as specifically provided in this Agreement;
     (b) the Award made by this Agreement shall not confer any
     legal rights upon the Executive for continuation of
     employment or interfere with or limit the right of the
     Company or PRB to terminate the Executive's employment at
     any time; and (c) the Committee may amend, suspend or
     terminate the Plan or any part thereof at any time provided
     that no amendment, suspension of termination shall be made
     or effected which would adversely affect any right of the
     Executive with respect to the Award made by this Agreement
     without the written consent of the Executive unless such
     amendment, termination or suspension is required by
     applicable law.

6.   Legal Compliance Restrictions.

     The Company shall not be obligated to issue or deliver any
     certificates evidencing Restricted Shares awarded by this
     Agreement unless and until the Company is advised by its
     counsel that the issuance and delivery of such certificates
     are in compliance with all applicable laws, regulations of
     governmental authorities and the requirements of the
     American Stock Exchange or any other exchange upon which
     Shares of the Company are traded.

7.   Withholding Taxes.

     The Executive agrees to pay or make arrangements for the
     payment to the Company and/or PRB of the amount of any taxes
     that the Company and/or PRB is required by law to withhold
     with respect to the Award made by this Agreement.  Such
     payment shall be due on the date the Company or PRB is
     required to withhold such taxes.  In the event that such
     payment is not made when due, the Company and/or PRB shall
     have the right (a) to retain, or sell within 10 days notice
     of such longer notice as may be required by applicable law,
     a sufficient number of the Restricted Shares subject to any
     Award made to the Executive in order to cover all or part of
     the amount required to be withheld; (b) to deduct, to the
     extent permitted by law, from any payment of any kind
     otherwise due to Executive from the Company and/or PRB all
     or a part of the amount required to be withheld or (c) to
     pursue any other remedy at law or in equity.  The Committee,
     in its sole discretion and subject to such rules as it may
     adopt, may allow the Executive to satisfy any such tax
     obligation, in whole or in part, by (i) electing to have the
     Company and/or PRB withhold Restricted Shares otherwise to
     be delivered with a fair market value equal to the amount of
     such tax obligation, or (ii) electing to surrender to the
     Company and/or PRB previously owned Restricted Shares with a
     fair market value equal to the amount of such tax
     obligation.  The election must be made on or before the date
     that the amount of tax to be withheld is determined.

8.   Stock Splits, Recapitalizations, Acquisitions, etc.

          (a)  In the event of any change in the number of
          outstanding Shares by reason of any stock dividend or
          split, recapitalization, merger, consolidation,
          combination or exchange of shares or similar corporate
          change, the number and kind of shares subject to this
          Award shall be appropriately adjusted by the Committee.
          If changes in capitalization of the Company other than
          those referred to above shall occur, the Committee may,
          but need not, make such adjustments in the number and
          kind of shares available under this Award as the
          Committee may deem appropriate.

               To the extent permitted by applicable law, the
          Award of a Restricted Share shall be adjusted so that
          the Executive shall have the right to receive under the
          Award and subject to the Plan securities and other
          property (except regular cash dividends) with respect
          to the Award as a result of any stock dividend or
          split, special cash dividend, recapitalization, merger,
          consolidation, combination of shares or exchange of
          shares or similar corporate change or otherwise
          substantially similar to that the Executive would have
          received with respect to the Restricted Shares had the
          Executive owned the Restricted Shares free and clear of
          the restriction of the Plan.  Unless the Committee
          otherwise determines, the Employee's right in respect
          of such securities and other property shall not vest
          until such Restricted Share would have vested and no
          such securities or other property shall be issued or
          delivered until such Restricted Share would be issued
          or delivered.

          (b)  Unless the Committee otherwise determines, any
          securities and other property (except regular cash
          dividends) received by the Executive as a result of a
          corporate change described in Section 8(a) or otherwise
          with respect to a Restricted Share prior to the date
          such Restricted Share vests shall be promptly deposited
          with the Secretary or the custodian designated by the
          Secretary to be held in accordance with Section 4(b) as
          though such securities and other property were part of
          such Restricted Share.

9.   Notices.

     Any notice which either party hereto or the Committee may be
     required or permitted to give to the other with respect to
     the Plan or this Agreement shall be in writing, and may be
     delivered personally or by mail, postage prepaid, addressed
     as follows:

     (a)  if to the Company or Committee:

          Comptek Research, Inc.
          2732 Transit Road
          Buffalo, New York 142224-2523
          Attn: Christopher A. Head, Executive Vice President and
General Counsel


     (b)  if to the Executive

          Lawrence Schadegg
          40944 Lake and Breton Drive
          Leonardtown, MD 20650

     or to such other address as the person to whom the notice is
     directed shall have designated in writing to others.

10.  New York Law.

     This Agreement is made and accepted in the State of New
     York.  The laws of the State of New York shall control the
     interpretation and performance of the terms of the Plan and
     of this Agreement.

11.  Binding Effect.

     This Agreement shall be binding upon, and shall inure to the
     benefit of, the respective successors, assigns, heirs,
     executors, administrators and guardians of the parties
     hereto.

     IN WITNESS WHEREOF, the Company and the Executive have
caused this Agreement to be executed and delivered, all as of the
day and year first above written.


Date: 5/14/98                 /s/Lawrence M. Schadegg
                              -------------------------
                                   Lawrence Schadegg


                              COMPTEK RESEARCH, INC.


Date: 5/14/98            By/s/John J. Sciuto
                         ----------------------------------
                        John J. Sciuto, Chairman,
                        President and CEO



TAX:17504_2 (DI8_2)
                                
                          EXHIBIT 10.5
                                
                             ISDA(R)
                                
                                
                                
          International Swap Dealers Association, Inc.
                        MASTER AGREEMENT
Dated as of   May 5, 1998
          : _______________
                                
     KEYBANK NATIONAL                            
        ASSOCIATION         And       COMPTEK RESEARCH, INC.
  _______________________           __________________________
                                
have   entered  and/or  anticipate  entering  into  one  or  more
transactions (each a "Transaction") that are or will be  governed
by  this  Master  Agreement,  which includes  the  schedule  (the
"Schedule"),  and  the  documents and other  confirming  evidence
(each  a "Confirmation") exchanged between the parties confirming
those Transactions.

Accordingly, the parties agree as follows:

1.   Interpretation

(a)   Definitions. The terms defined in Section  12  and  in  the
Schedule will have the meanings therein specified for the purpose
of this Master Agreement.

(b)  Inconsistency. In the event of any inconsistency between the
provisions  of  the  Schedule and the other  provisions  of  this
Master Agreement, the Schedule will prevail. In the event of  any
inconsistency between the provisions of any Confirmation and this
Master Agreement (including the Schedule), such Confirmation will
prevail for the purpose of the relevant Transaction.

(c)    Single  Agreement. All Transactions are  entered  into  in
reliance  on  the  fact  that  this  Master  Agreement  and   all
Confirmations  form  a  single  agreement  between  the   parties
(collectively referred to as this "Agreement"), and  the  parties
would not otherwise enter into any Transactions.

2.   Obligations

(a)  General Conditions.

     (i)  Each party will make each payment or delivery specified
     in  each Confirmation to be made by it, subject to the other
     provisions of this Agreement.

     (ii)  Payments under this Agreement will be made on the  due
     date  for  value  on that date in the place of  the  account
     specified in the relevant Confirmation or otherwise pursuant
     to  this Agreement, in freely transferable funds and in  the
     manner  customary  for  payments in the  required  currency.
     Where  settlement  is by delivery (that is,  other  than  by
     payment), such delivery will be made for receipt on the  due
     date  in  the  manner customary for the relevant  obligation
     unless  otherwise specified in the relevant Confirmation  or
     elsewhere in this Agreement.

     (iii)      Each  obligation  of  each  party  under  Section
2(a)(i)  is subject to (1) the condition precedent that no  Event
of  Default  or  Potential Event of Default with respect  to  the
other  party  has occurred and is continuing, (2)  the  condition
precedent  that  no  Early Termination Date  in  respect  of  the
relevant  Transaction has occurred or been effectively designated
and  (3)  each other applicable condition precedent specified  in
this Agreement.
(b)   Change of Account.  Either party may change its account for
receiving  a  payment or delivery by giving notice to  the  other
party  at  least five Local Business Days prior to the  scheduled
date  for  the  payment or delivery to which such change  applies
unless  such  other  party gives timely notice  of  a  reasonable
objection to such change.

(c)   Netting.   If  on  any  date  amounts  would  otherwise  be
payable:-

     (i)  in the same currency; and

     (ii) in respect of the same Transaction

by  each  party  to the other, then, on such date,  each  party's
obligation   to  make  payment  of  any  such  amount   will   be
automatically  satisfied and discharged  and,  if  the  aggregate
amount  that  would  otherwise have been  payable  by  one  party
exceeds  the  aggregate  amount that would  otherwise  have  been
payable  by the other party, replaced by an obligation  upon  the
party by whom the larger aggregate amount would have been payable
to  pay  to  the  other party the excess of the larger  aggregate
amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that
a net amount will be determined in respect of all amounts payable
on  the  same  date  in  the same currency  in  respect  of  such
Transactions, regardless of whether such amounts are  payable  in
respect of the same Transaction.  The election may be made in the
Schedule  or a Confirmation by specifying that subparagraph  (ii)
above  will  not  apply to the Transactions identified  as  being
subject  to  the  election, together with the starting  date  (in
which  case subparagraph (ii) above will not, or will  cease  to,
apply to such Transactions from such date).  This election may be
made  separately  for different groups of Transactions  and  will
apply  separately to each pairing of branches or offices  through
which the parties make and receive payments or deliveries.

(d)  Default Interest; Other Amounts.  Prior to the occurrence or
effective designation of an Early Termination Date in respect  of
the   relevant  Transaction,  a  party  that  defaults   in   the
performance  of  any  payment  obligation  will,  to  the  extent
permitted by law and subject to Section 6(c), be required to  pay
interest (before as well as after judgment) on the overdue amount
to the other party on demand in the same currency as such overdue
amount, for the period from (and including) the original due date
for payment to (but excluding) the date of actual payment, at the
Default  Rate.  Such interest will be calculated on the basis  of
daily  compounding  and the actual number of days  elapsed.   If,
prior  to  the occurrence or effective designation  of  an  Early
Termination Date in respect of the relevant Transaction, a  party
defaults  in  the performance of any obligation  required  to  be
settled by delivery, it will compensate the other party on demand
if and to the extent provided for in the relevant Confirmation or
elsewhere in this Agreement.

3.   Representations

Each  party  represents to the other party (which representations
will be deemed to be repeated by each party on each date on which
a Transaction is entered into) that:-

(a)  Basic Representations.

     (i)   Status.   It  is duly organised and  validly  existing
     under  the  laws of the jurisdiction of its organisation  or
     incorporation  and,  if relevant under such  laws,  in  good
     standing;

     (ii) Powers.  It has the power to execute this Agreement and
     any  other documentation relating to this Agreement to which
     it  is  a  party, to deliver this Agreement  and  any  other
     documentation relating to this Agreement that it is required
     by  this Agreement to deliver and to perform its obligations
     under  this Agreement and any obligations it has  under  any
     Credit Support Document to which it is a party and has taken
     all  necessary action to authorise such execution,  delivery
     and performance;

     (iii)       No   Violation  or  Conflict.   Such  execution,
     delivery and performance do not violate or conflict with any
     law  applicable  to it, any provision of its  constitutional
     documents,  any  order or judgment of  any  court  or  other
     agency  of government applicable to it or any of its  assets
     or any contractual restriction binding on or affecting it or
     any of its assets;
     (iv)  Consents.  All governmental and other consents  that
     are  required to have been obtained by it with respect  to
     this Agreement or any Credit Support Document to which  it
     is  a  party have been obtained and are in full force  and
     effect  and all conditions of any such consents have  been
     complied with; and

     (v)   Obligations  Binding.  Its  obligations  under  this
     Agreement and any Credit Support Document to which it is a
     party constitute its legal, valid and binding obligations,
     enforceable  in  accordance with  their  respective  terms
     (subject   to   applicable   bankruptcy,   reorganisation,
     insolvency,   moratorium   or   similar   laws   affecting
     creditors'   rights   generally   and   subject,   as   to
     enforceability,   to  equitable  principles   of   general
     application (regardless of whether enforcement  is  sought
     in a proceeding in equity or at law)).

(b)   Absence  of  Certain  Events.  No  Event  of  Default  or
Potential  Event  of Default or, to its knowledge,  Termination
Event with respect to it has occurred and is continuing and  no
such  event  or  circumstance would occur as a  result  of  its
entering   into  or  performing  its  obligations  under   this
Agreement  or  any Credit Support Document to  which  it  is  a
party.

(c)   Absence of Litigation.  There is not pending or,  to  its
knowledge,  threatened against it or any of its Affiliates  any
action,  suit or proceeding at law or in equity or  before  any
court,  tribunal, governmental body, agency or official or  any
arbitrator  that is likely to affect the legality, validity  or
enforceability  against  it of this  Agreement  or  any  Credit
Support  Document  to which it is a party  or  its  ability  to
perform  its  obligations under this Agreement or  such  Credit
Support Document.

(d)    Accuracy  of  Specified  Information.   All   applicable
information that is furnished in writing by or on behalf of  it
to  the  other party and is identified for the purpose of  this
Section  3(d)  in  the  Schedule is, as  of  the  date  of  the
information,  true,  accurate and complete  in  every  material
respect.

4.   Agreements

Each  party agrees with the other that, so long as either party
has  or  may have any obligation under this Agreement or  under
any Credit Support Document to which it is a party:-

(a)   Furnish  Specified Information.  It will deliver  to  the
other  party any forms, documents or certificates specified  in
the  Schedule or any Confirmation by the date specified in  the
Schedule or such Confirmation or, if none is specified, as soon
as reasonably practicable.

(b)   Maintain  Authorisations.  It  will  use  all  reasonable
efforts  to  maintain in full force and effect all consents  of
any  governmental or other authority that are  required  to  be
obtained  by  it with respect to this Agreement or  any  Credit
Support  Document  to  which it is a party  and  will  use  all
reasonable  efforts to obtain any that may become necessary  in
the future.

(c)  Comply with Laws.  It will comply in all material respects
with  all applicable laws and orders to which it may be subject
if  failure so to comply would materially impair its ability to
perform  its  obligations under this Agreement  or  any  Credit
Support Document to which it is a party.

5.   Events of Default and Termination Events

(a)   Events  of  Default.  The occurrence  at  any  time  with
respect  to  a  party  or, if applicable,  any  Credit  Support
Provider of such party or any Specified Entity of such party of
any of the following events constitutes an event of default (an
"Event of Default") with respect to such party:-

     (i)   Failure to Pay or Deliver.  Failure by the party  to
     make,  when  due,  any  payment under  this  Agreement  or
     delivery under Section 2(a)(i) or 2(d) required to be made
     by  it  if  such failure is not remedied on or before  the
     third  Local Business Day after notice of such failure  is
     given to the party;

     (ii)  Breach of Agreement.  Failure by the party to comply
     with or perform any agreement or obligation (other than an
     obligation  to  make any payment under this  Agreement  or
     delivery  under Section 2(a)(i) or 2(d) or to give  notice
     of  a  Termination Event) to be complied with or performed
     by  the  party in accordance with this Agreement  if  such
     failure  is  not remedied on or before the  thirtieth  day
     after notice of such failure is given to the party;

     (iii)     Credit Support Default.

                (1)  Failure by the party or any Credit Support
           Provider  of  such party to comply with  or  perform
           any  agreement or obligation to be complied with  or
           performed  by  it  in  accordance  with  any  Credit
           Support  Document  if  such  failure  is  continuing
           after any applicable grace period has elapsed;
      
               (2)  the expiration or termination of such Credit
           Support  Document or the failing or ceasing of  such
           Credit  Support  Document to be in  full  force  and
           effect  for the purpose of this Agreement (in either
           case  other than in accordance with its terms) prior
           to  the  satisfaction  of all  obligations  of  such
           party  under  each Transaction to which such  Credit
           Support   Document  relates  without   the   written
           consent of the other party; or
 
                (3)   the party or such Credit Support Provider
           disaffirms,  disclaims, repudiates  or  rejects,  in
           whole  or  in  part, or challenges the validity  of,
           such Credit Support Document;

     (iv) Misrepresentation.  A representation made or repeated
     or  deemed to have been made or repeated by the  party  or
     any   Credit  Support  Provider  of  such  party  in  this
     Agreement  or any Credit Support Document proves  to  have
     been  incorrect or misleading in any material respect when
     made or repeated or deemed to have been made or repeated;

     (v)   Default under Specified Transaction.  The party, any
     Credit  Support  Provider of such party or any  applicable
     Specified  Entity  of  such party  (1)  defaults  under  a
     Specified  Transaction and, after  giving  effect  to  any
     applicable  notice  requirement  or  grace  period,  there
     occurs  a  liquidation of, an acceleration of  obligations
     under,   or   an  early  termination  of,  that  Specified
     Transaction,  (2)  defaults, after giving  effect  to  any
     applicable notice requirement or grace period,  in  making
     any  payment or delivery due on the last payment, delivery
     or  exchange  date of, or any payment on early termination
     of, a Specified Transaction (or such default continues for
     at  least  three  Local  Business  Days  if  there  is  no
     applicable  notice  requirement or grace  period)  or  (3)
     disaffirms, disclaims, repudiates or rejects, in whole  or
     in  part, a Specified Transaction (or such action is taken
     by  any person or entity appointed or empowered to operate
     it or act on its behalf);

     (vi)  Cross  Default.  If "Cross Default" is specified  in
     the  Schedule as applying to the party, the occurrence  or
     existence  of  (1)  a default, event of default  or  other
     similar  condition or event (however described) in respect
     of  such party, any Credit Support Provider of such  party
     or any applicable Specified Entity of such party under one
     or  more  agreements or instruments relating to  Specified
     Indebtedness of any of them (individually or collectively)
     in  an  aggregate amount of not less than  the  applicable
     Threshold Amount (as specified in the Schedule) which  has
     resulted  in  such  Specified  Indebtedness  becoming,  or
     becoming capable at such time of being declared,  due  and
     payable  under such agreements or instruments,  before  it
     would otherwise have been due and payable or (2) a default
     by  such  party,  such  Credit Support  Provider  or  such
     Specified Entity (individually or collectively) in  making
     one  or  more  payments  on the due  date  thereof  in  an
     aggregate amount of not less than the applicable Threshold
     Amount  under such agreements or instruments (after giving
     effect  to  any  applicable notice  requirement  or  grace
     period);

     (vii)      Bankruptcy.   The  party,  any  Credit  Support
     Provider of such party or any applicable Specified  Entity
     of such party:-

          (1)    is  dissolved  (other  than  pursuant   to   a
          consolidation, amalgamation or merger);  (2)  becomes
          insolvent or is unable to pay its debts or  fails  or
          admits in writing its inability generally to pay  its
          debts  as  they  become  due;  (3)  makes  a  general
          assignment,  arrangement or composition with  or  for
          the  benefit of its creditors; (4) institutes or  has
          instituted against it a proceeding seeking a judgment
          of insolvency or bankruptcy or any other relief under
          any bankruptcy or insolvency law or other similar law
          affecting   creditors'  rights,  or  a  petition   is
          presented for its winding-up or liquidation, and,  in
          the   case   of  any  such  proceeding  or   petition
          instituted  or presented against it, such  proceeding
          or  petition (A) results in a judgment of  insolvency
          or  bankruptcy or the entry of an order for relief or
          the  making  of  an  order  for  its  winding-up   or
          liquidation  or  (B)  is  not dismissed,  discharged,
          stayed  or restrained in each case within 30 days  of
          the  institution or presentation thereof; (5)  has  a
          resolution   passed  for  its  winding-up,   official
          management or liquidation (other than pursuant  to  a
          consolidation, amalgamation or merger); (6) seeks  or
          becomes   subject   to   the   appointment   of    an
          administrator,  provisional liquidator,  conservator,
          receiver,   trustee,  custodian  or   other   similar
          official for it or for all or substantially  all  its
          assets;  (7)  has a secured party take possession  of
          all  or  substantially  all  its  assets  or  has   a
          distress,  execution,  attachment,  sequestration  or
          other  legal process levied, enforced or sued  on  or
          against all or substantially all its assets and  such
          secured  party  maintains  possession,  or  any  such
          process  is  not  dismissed,  discharged,  stayed  or
          restrained,  in each case within 30 days  thereafter;
          (8) causes or is subject to any event with respect to
          it   which,   under  the  applicable  laws   of   any
          jurisdiction, has an analogous effect to any  of  the
          events  specified in clauses (1) to (7)  (inclusive);
          or  (9)  takes  any  action  in  furtherance  of,  or
          indicating   its   consent  to,   approval   of,   or
          acquiescence in, any of the foregoing acts; or

     (viii)     Merger Without Assumption.  The  party  or  any
     Credit  Support  Provider of such  party  consolidates  or
     amalgamates with, or merges with or into, or transfers all
     or substantially all its assets to, another entity and, at
     the  time  of such consolidation, amalgamation, merger  or
     transfer:-

          (1)   the  resulting, surviving or transferee  entity
          fails to assume all the obligations of such party  or
          such Credit Support Provider under this Agreement  or
          any  Credit  Support  Document to  which  it  or  its
          predecessor  was  a  party by  operation  of  law  or
          pursuant  to an agreement reasonably satisfactory  to
          the other party to this Agreement; or

          (2)  the benefits of any Credit Support Document fail
          to extend (without the consent of the other party) to
          the  performance  by  such  resulting,  surviving  or
          transferee  entity  of  its  obligations  under  this
          Agreement.

(b)   Termination  Events.  The occurrence  at  any  time  with
respect  to  a  party  or, if applicable,  any  Credit  Support
Provider of such party or any Specified Entity of such party of
any  event  specified below constitutes an  Illegality  if  the
event  is  specified  in (i) below, and,  if  specified  to  be
applicable,  a  Credit  Event  Upon  Merger  if  the  event  is
specified  pursuant to (ii) below or an Additional  Termination
Event if the event is specified pursuant to (iii) below:-

     (i)   Illegality.  Due to the adoption of, or  any  change
     in,  any  applicable  law  after  the  date  on  which   a
     Transaction  is  entered into, or due to the  promulgation
     of,  or  any  change in, the interpretation by any  court,
     tribunal    or   regulatory   authority   with   competent
     jurisdiction  of any applicable law after  such  date,  it
     becomes  unlawful (other than as a result of a  breach  by
     the  party of Section 4(b)) for such party (which will  be
     the Affected Party):-

          (1)  to perform any absolute or contingent obligation
          to make a payment or delivery or to receive a payment
          or  delivery  in  respect of such Transaction  or  to
          comply  with  any  other material provision  of  this
          Agreement relating to such Transaction; or

          (2)   to  perform, or for any Credit Support Provider
          of  such  party to perform, any contingent  or  other
          obligation  which the party (or such  Credit  Support
          Provider)  has  under  any  Credit  Support  Document
          relating to such Transaction;

     (ii)  Credit  Event  Upon Merger.  If "Credit  Event  Upon
     Merger"  is specified in the Schedule as applying  to  the
     party, such party ("X"), any Credit Support Provider of  X
     or  any  applicable Specified Entity of X consolidates  or
     amalgamates with, or merges with or into, or transfers all
     or  substantially  all its assets to, another  entity  and
     such  action  does  not constitute an event  described  in
     Section  5(a)(viii)  but  the  creditworthiness   of   the
     resulting,  surviving or transferee entity  is  materially
     weaker  than  that of X, such Credit Support  Provider  or
     such  Specified  Entity, as the case may  be,  immediately
     prior  to  such  action  (and, in such  event,  X  or  its
     successor  or  transferee,  as appropriate,  will  be  the
     Affected Party); or

     (iii)       Additional   Termination   Event.    If    any
     "Additional  Termination  Event"  is  specified   in   the
     Schedule  or any Confirmation as applying, the  occurrence
     of  such event (and, in such event, the Affected Party  or
     Affected Parties shall be as specified for such Additional
     Termination Event in the Schedule or such Confirmation).

(c)   Event  of  Default  and  Illegality.   If  an  event   or
circumstance which would otherwise constitute or give  rise  to
an  Event of Default also constitutes an Illegality, it will be
treated  as an Illegality and will not constitute an  Event  of
Default.

6.   Early Termination

(a)   Right to Terminate Following Event of Default.  If at any
time  an  Event  of  Default  with  respect  to  a  party  (the
"Defaulting  Party") has occurred and is then  continuing,  the
other party (the "Non-defaulting Party") may, by not more  than
20  days notice to the Defaulting Party specifying the relevant
Event of Default, designate a day not earlier than the day such
notice is effective as an Early Termination Date in respect  of
all  outstanding  Transactions.  If, however, "Automatic  Early
Termination"  is  specified in the Schedule as  applying  to  a
party,  then  an  Early  Termination Date  in  respect  of  all
outstanding  Transactions  will  occur  immediately  upon   the
occurrence  with respect to such party of an Event  of  Default
specified  in Section 5 (a)(vii)(1), (3), (5), (6) or,  to  the
extent  analogous thereto, (8), and as of the time  immediately
preceding  the  institution of the relevant proceeding  or  the
presentation of the relevant petition upon the occurrence  with
respect  to  such  party of an Event of  Default  specified  in
Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b)  Right to Terminate Following Termination Event.

     (i)   Notice.  If a Termination Event occurs, an  Affected
     Party will, promptly upon becoming aware of it, notify the
     other  party,  specifying the nature of  that  Termination
     Event  and  each Affected Transaction and will  also  give
     such other information about that Termination Event as the
     other party may reasonably require.

     (ii) Two Affected Parties.  If an Illegality under Section
     5(b)(i)(1) occurs and there are two Affected Parties, each
     party  will use all reasonable efforts to reach  agreement
     within 30 days after notice thereof is given under Section
     6(b)(i) on action to avoid that Termination Event.

     (iii)     Right to Terminate.  If:-

          (1)  an agreement under Section 6(b)(ii) has not been
          effected  with  respect to all Affected  Transactions
          within  30 days after an Affected Party gives  notice
          under Section 6(b)(i); or

          (2)   an  Illegality other than that referred  to  in
          Section  6(b)(ii), a Credit Event Upon Merger  or  an
          Additional Termination Event occurs,

     either  party  in the case of an Illegality, any  Affected
     Party  in  the case of an Additional Termination Event  if
     there  is more than one Affected Party, or the party which
     is  not  the Affected Party in the case of a Credit  Event
     Upon Merger or an Additional Termination Event if there is
     only  one  Affected Party may, by not more  than  20  days
     notice  to the other party and provided that the  relevant
     Termination Event is then continuing, designate a day  not
     earlier than the day such notice is effective as an  Early
     Termination Date in respect of all Affected Transactions.

(c)  Effect of Designation.

     (i)   If  notice designating an Early Termination Date  is
     given  under  Section 6(a) or (b), the  Early  Termination
     Date will occur on the date so designated, whether or  not
     the relevant Event of Default or Termination Event is then
     continuing.

     (ii)  Upon the occurrence or effective designation  of  an
     Early  Termination Date, no further payments or deliveries
     under Section 2(a)(i) or 2(d) in respect of the Terminated
     Transactions  will  be required to be  made,  but  without
     prejudice to the other provisions of this Agreement.   The
     amount, if any, payable in respect of an Early Termination
     Date shall be determined pursuant to Section 6(e).

(d)  Calculations.

     (i)   Statement.  On or as soon as reasonably  practicable
     following  the  occurrence of an Early  Termination  Date,
     each party will make the calculations on its part, if any,
     contemplated by Section 6(e) and will provide to the other
     party a statement (1) showing, in reasonable detail,  such
     calculations   (including  all  relevant  quotations   and
     specifying any amount payable under Section 6(e)) and  (2)
     giving details of the relevant account to which any amount
     payable  to  it is to be paid.  In the absence of  written
     confirmation  from the source of a quotation  obtained  in
     determining a Market Quotation, the records of  the  party
     obtaining  such quotation will be conclusive  evidence  of
     the existence and accuracy of such quotation.

     (ii)  Payment Date.  An amount calculated as being due  in
     respect  of any Early Termination Date under Section  6(e)
     will  be  payable  on the day that notice  of  the  amount
     payable  is effective (in the case of an Early Termination
     Date which is designated or occurs as a result of an Event
     of  Default)  and on the day which is two  Local  Business
     Days  after the day on which notice of the amount  payable
     is  effective  (in  the case of an Early Termination  Date
     which  is designated as a result of a Termination  Event).
     Such  amount  will be paid together with  (to  the  extent
     permitted  under applicable law) interest thereon  (before
     as  well  as  after  judgment), from (and  including)  the
     relevant  Early  Termination Date to (but  excluding)  the
     date  such  amount is paid, at the Applicable Rate.   Such
     interest  will  be  calculated  on  the  basis  of   daily
     compounding and the actual number of days elapsed.

(e)   Payments  on Early Termination.  If an Early  Termination
Date occurs, the following provisions shall apply based on  the
parties' election in the Schedule of a payment measure,  either
"Market Quotation" or "Loss", and a payment method, either  the
"First Method" or the "Second Method".  If the parties fail  to
designate  a payment measure or payment method in the Schedule,
it  will  be  deemed  that "Market Quotation"  or  the  "Second
Method", as the case may be, shall apply.  The amount, if  any,
payable  in respect of an Early Termination Date and determined
pursuant to this Section will be subject to any Set-off.

     (i)   Events of Default.  If the Early Termination results
     from an Event of Default:-

          (1)  First Method and Market Quotation.  If the First
          Method  and  Market Quotation apply,  the  Defaulting
          Party  will  pay  to  the  Non-defaulting  Party  the
          excess, if a positive number, of (A) the sum  of  the
          Settlement  Amount (determined by the  Non-defaulting
          Party) in respect of the Terminated Transactions  and
          the  Unpaid Amounts owing to the Non-defaulting Party
          over  (B)  the Unpaid Amounts owing to the Defaulting
          Party.

          (2)   First Method and Loss.  If the First Method and
          Loss apply, the Defaulting Party will pay to the Non-
          defaulting  Party,  if a positive  number,  the  Non-
          defaulting Party's Loss in respect of this Agreement.

          (3)   Second  Method  and Market Quotation.   If  the
          Second  Method and Market Quotation apply, an  amount
          will  be  payable  equal  to  (A)  the  sum  of   the
          Settlement  Amount (determined by the  Non-defaulting
          Party) in respect of the Terminated Transactions  and
          the  Unpaid Amounts owing to the Non-defaulting Party
          less  (B)  the Unpaid Amounts owing to the Defaulting
          Party.   If  that  amount is a positive  number,  the
          Defaulting  Party  will pay it to the  Non-defaulting
          party; if it is a negative number, the Non-defaulting
          Party  will pay the absolute value of that amount  to
          the Defaulting Party.

          (4)   Second  Method and Loss.  If the Second  Method
          and  Loss  apply, an amount will be payable equal  to
          the  Non-defaulting Party's Loss in respect  of  this
          Agreement.  If that amount is a positive number,  the
          Defaulting  Party  will pay it to the  Non-defaulting
          Party; if it is a negative number, the Non-defaulting
          Party  will pay the absolute value of that amount  to
          the Defaulting Party.

     (ii)  Termination  Events.  If the Early Termination  Date
     results from a Termination Event:-

          (1)   One  Affected Party.  If there is one  Affected
          Party,  the  amount  payable will  be  determined  in
          accordance   with  Section  6(e)(i)(3),   if   Market
          Quotation  applies,  or Section 6(e)(i)(4),  if  Loss
          applies,  except that, in either case, references  to
          the  Defaulting Party and to the Non-defaulting Party
          will be deemed to be references to the Affected Party
          and  the  party  which  is not  the  Affected  Party,
          respectively, and, if Loss applies and fewer than all
          the Transactions are being terminated, Loss shall  be
          calculated in respect of all Terminated Transactions.

          (2)  Two Affected Parties.  If there are two Affected
          Parties: -

               (A)   If  Market Quotation applies,  each  party
               will determine a Settlement Amount in respect of
               the  Terminated Transactions, and an amount will
               be  payable equal to (I) the sum of (a) one-half
               of  the difference between the Settlement Amount
               of  the  party with the higher Settlement Amount
               ("X")  and  the Settlement Amount of  the  party
               with  the lower Settlement Amount ("Y") and  (b)
               the  Unpaid  Amounts owing to X  less  (II)  the
               Unpaid Amounts owing to Y; and

               (B)   If Loss applies, each party will determine
               its  Loss in respect of this Agreement  (or,  if
               fewer   than  all  the  Transactions  are  being
               terminated,   in   respect  of  all   Terminated
               Transactions)  and  an amount  will  be  payable
               equal to one-half of the difference between  the
               Loss of the party with the higher Loss ("X") and
               the Loss of the party with the lower Loss ("Y").

          If  the  amount payable is a positive number, Y  will
          pay  it to X; if it is a negative number, X will  pay
          the absolute value of that amount to Y.

          (iii)        Adjustment    for    Bankruptcy.      In
          circumstances where an Early Termination Date  occurs
          because  "Automatic  Early  Termination"  applies  in
          respect of a party, the amount determined under  this
          Section  6(e) will be subject to such adjustments  as
          are  appropriate and permitted by law to reflect  any
          payments or deliveries made by one party to the other
          under  this  Agreement (and retained  by  such  other
          party)  during  the  period from the  relevant  Early
          Termination  Date to the date for payment  determined
          under Section 6(d)(ii).

                (iv)  Pre-Estimate.  The parties agree that  if
          Market Quotation applies an amount recoverable  under
          this  Section  6(e) is a reasonable  pre-estimate  of
          loss  and not a penalty.  Such amount is payable  for
          the  loss  of  bargain  and the  loss  of  protection
          against future risks and except as otherwise provided
          in  this Agreement neither party will be entitled  to
          recover  any  additional damages as a consequence  of
          such losses.

7.        Transfer

Neither  this  Agreement nor any interest or obligation  in  or
under  this  Agreement may be transferred (whether  by  way  of
security  or  otherwise)  by either  party  without  the  prior
written consent of the other party, except that: -

(a)   a  party  may  make  such a transfer  of  this  Agreement
pursuant  to  a consolidation or amalgamation with,  or  merger
with  or  into,  or  transfer of all or substantially  all  its
assets  to, another entity (but without prejudice to any  other
right or remedy under this Agreement); and

(b)  a party may make such a transfer of all or any part of its
interest  in  any amount payable to it from a Defaulting  Party
under Section 6(e).

Any  purported  transfer that is not in  compliance  with  this
Section will be void.

8.   Miscellaneous

(a)   Entire Agreement.  This Agreement constitutes the  entire
agreement and understanding of the parties with respect to  its
subject matter and supersedes all oral communication and  prior
writings with respect thereto.

(b)   Amendments.   No  amendment, modification  or  waiver  in
respect  of this Agreement will be effective unless in  writing
(including a writing evidenced by a facsimile transmission) and
executed by each of the parties or confirmed by an exchange  of
telexes  or  electronic  messages on  an  electronic  messaging
system.

(c)   Survival of Obligations.  Without prejudice  to  Sections
2(a)(iii)  and  6(c)(ii), the obligations of the parties  under
this Agreement will survive the termination of any Transaction.

(d)    Remedies  Cumulative.   Except  as  provided   in   this
Agreement, the rights, powers, remedies and privileges provided
in  this  Agreement  are cumulative and not  exclusive  of  any
rights, powers, remedies and privileges provided by law.

(e)  Counterparts and Confirmations.

     (i)   This Agreement (and each amendment, modification and
     waiver in respect of it) may be executed and delivered  in
     counterparts  (including by facsimile transmission),  each
     of which will be deemed an original.

     (ii) The parties intend that they are legally bound by the
     terms  of  each Transaction from the moment they agree  to
     those terms (whether orally or otherwise).  A Confirmation
     shall  be entered into as soon as practicable and  may  be
     executed  and  delivered  in  counterparts  (including  by
     facsimile  transmission) or be created by an  exchange  of
     telexes  or  by an exchange of electronic messages  on  an
     electronic  messaging system, which in each case  will  be
     sufficient  for  all  purposes  to  evidence   a   binding
     supplement  to this Agreement.  The parties  will  specify
     therein  or through another effective means that any  such
     counterpart,  telex  or electronic message  constitutes  a
     Confirmation.

(f)  No Waiver of Rights.  A failure or delay in exercising any
right, power or privilege in respect of this Agreement will not
be  presumed  to operate as a waiver, and a single  or  partial
exercise  of any right, power or privilege will not be presumed
to  preclude any subsequent or further exercise, of that right,
power or privilege or the exercise of any other right, power or
privilege.

(g)   Headings.   The headings used in this Agreement  are  for
convenience  of  reference  only and  are  not  to  affect  the
construction   of   or  to  be  taken  into  consideration   in
interpreting this Agreement.

9.   Expenses

A Defaulting Party will, on demand, indemnify and hold harmless
the  other  party for and against all reasonable  out-of-pocket
expenses, including legal fees, incurred by such other party by
reason  of  the enforcement and protection of its rights  under
this  Agreement  or any Credit Support Document  to  which  the
Defaulting  Party  is  a  party  or  by  reason  of  the  early
termination of any Transaction, including, but not limited  to,
costs of collection.

10.  Notices

(a)   Effectiveness.   Any  notice or  other  communication  in
respect of this Agreement may be given in any manner set  forth
below  (except  that  a  notice or  other  communication  under
Section  5  or 6 may not be given by facsimile transmission  or
electronic  messaging system) to the address or  number  or  in
accordance   with  the  electronic  messaging  system   details
provided  (see  the Schedule) and will be deemed  effective  as
indicated:-

      (i)  if in writing and delivered in person or by courier,
on the date it is delivered;

      (ii)  if  sent  by  telex, on the  date  the  recipient's
answerback is received;

     (iii)      if sent by facsimile transmission, on the  date
     that transmission is received by a responsible employee of
     the  recipient in legible form (it being agreed  that  the
     burden  of proving receipt will be on the sender and  will
     not  be  met  by  a transmission report generated  by  the
     sender's facsimile machine);

     (iv) if sent by certified or registered mail (airmail,  if
     overseas) or the equivalent (return receipt requested), on
     the  date  that  mail  is delivered  or  its  delivery  is
     attempted; or

      (v)   if sent by electronic messaging system, on the date
that electronic message is received,

unless  the  date of that delivery (or attempted  delivery)  or
that  receipt,  as applicable, is not a Local Business  Day  or
that communication is delivered (or attempted) or received,  as
applicable,  after the close of business on  a  Local  Business
Day, in which case that communication shall be deemed given and
effective  on the first following day that is a Local  Business
Day.

(b)   Change of Addresses.  Either party may by notice  to  the
other  change  the  address,  telex  or  facsimile  number   or
electronic messaging system details at which notices  or  other
communications are to be given to it.

11.  Governing Law and Jurisdiction

(a)   Governing  Law.  This Agreement will be governed  by  and
construed in accordance with the law specified in the Schedule.

(b)   Jurisdiction.   With  respect  to  any  suit,  action  or
proceedings  relating  to this Agreement ("Proceedings"),  each
party irrevocably:-

     (i)  submits to the jurisdiction of the English courts, if
     this Agreement is expressed to be governed by English law,
     or  to the non-exclusive jurisdiction of the courts of the
     State  of  New  York and the United States District  Court
     located  in the Borough of Manhattan in New York City,  if
     this Agreement is expressed to be governed by the laws  of
     the State of New York; and

     (ii) waives any objection which it may have at any time to
     the laying of venue of any Proceedings brought in any such
     court,  waives any claim that such Proceedings  have  been
     brought  in  an inconvenient forum and further waives  the
     right  to  object, with respect to such Proceedings,  that
     such court does not have any jurisdiction over such party.

Nothing  in this Agreement precludes either party from bringing
Proceedings  in  any  other  jurisdiction  (outside,  if   this
Agreement  is  expressed to be governed  by  English  law,  the
Contracting  States, as defined in Section 1(3)  of  the  Civil
Jurisdiction  and  Judgments  Act  1982  or  any  modification,
extension or re-enactment thereof for the time being in  force)
nor  will  the  bringing of Proceedings  in  any  one  or  more
jurisdictions preclude the bringing of Proceedings in any other
jurisdiction.

(c)   Waiver of Immunities.  Each party irrevocably waives,  to
the fullest extent permitted by applicable law, with respect to
itself  and its revenues and assets (irrespective of their  use
or intended use), all immunity on the grounds of sovereignty or
other  similar grounds from (i) suit, (ii) jurisdiction of  any
court,  (iii)  relief by way of injunction, order for  specific
performance or for recovery of property, (iv) attachment of its
assets (whether before or after judgment) and (v) execution  or
enforcement  of  any judgment to which it or  its  revenues  or
assets  might otherwise be entitled in any Proceedings  in  the
courts  of  any  jurisdiction and irrevocably  agrees,  to  the
extent permitted by applicable law, that it will not claim  any
such immunity in any Proceedings.

12.  Definitions

As used in this Agreement:-

"Additional  Termination  Event" has the meaning  specified  in
     Section 5(b).

"Affected Party" has the meaning specified in Section 5(b).

"Affected   Transactions"  means  (a)  with  respect   to   any
Termination Event consisting of an Illegality, all Transactions
affected  by the occurrence of such Termination Event  and  (b)
with respect to any other Termination Event, all Transactions.

"Affiliate" means, subject to the Schedule, in relation to  any
person, any entity controlled, directly or indirectly,  by  the
person,  any entity that controls, directly or indirectly,  the
person  or  any  entity  directly or  indirectly  under  common
control  with the person.  For this purpose, "control"  of  any
entity  or  person means ownership of a majority of the  voting
power of the entity or person.

"Applicable Rate" means:-

(a)  in respect of obligations payable or deliverable (or which
would  have  been  but for Section 2(a)(iii)) by  a  Defaulting
Party, the Default Rate;

(b)  in respect of an obligation to pay an amount under Section
6(e)  of  either  party from and after the date (determined  in
accordance  with  Section 6(d)(ii)) on  which  that  amount  is
payable, the Default Rate;

(c)  in respect of all other obligations payable or deliverable
(or  which would have been but for Section 2(a)(iii)) by a Non-
defaulting Party, the Non-default Rate; and

(d)  in all other cases, the Termination Rate.

"consent"  includes a consent, approval, action, authorisation,
exemption,  notice,  filing, registration or  exchange  control
consent.

"Credit Event Upon Merger" has the meaning specified in Section
5(b).

"Credit  Support  Document" means any agreement  or  instrument
that is specified as such in this Agreement.

"Credit  Support  Provider" has the meaning  specified  in  the
Schedule.

"Default  Rate"  means  a  rate per annum  equal  to  the  cost
(without  proof or evidence of any actual cost) to the relevant
payee (as certified by it) if it were to fund or of funding the
relevant amount plus 1% per annum.
"Defaulting Party" has the meaning specified in Section 6(a).

"Early   Termination  Date"  means  the  date   determined   in
accordance with Section 6(a) or 6(b)(iii).

"Event  of  Default" has the meaning specified in Section  5(a)
and, if applicable, in the Schedule.

"Illegality" has the meaning specified in Section 5(b).

"law" includes any treaty, law, rule or regulation and "lawful"
and "unlawful" will be construed accordingly.

"Local  Business Day" means, subject to the Schedule, a day  on
which   commercial  banks  are  open  for  business  (including
dealings in foreign exchange and foreign currency deposits) (a)
in  relation  to any obligation under Section 2(a)(i),  in  the
place(s) specified in the relevant Confirmation or, if  not  so
specified,  as  otherwise agreed by the parties in  writing  or
determined pursuant to provisions contained, or incorporated by
reference,  in  this Agreement, (b) in relation  to  any  other
payment,  in  the place where the relevant account is  located,
(c) in relation to any notice or other communication, including
notice   contemplated  under  Section  5(a)(i),  in  the   city
specified  in the address for notice provided by the  recipient
and,  in the case of a notice contemplated by Section 2(b),  in
the  place where the relevant new account is to be located  and
(d)   in  relation  to  Section  5(a)(v)(2),  in  the  relevant
locations  for  performance  with  respect  to  such  Specified
Transaction.

"Loss"  means, with respect to this Agreement or  one  or  more
Terminated  Transactions, as the case may be, and a  party,  an
amount that party reasonably determines in good faith to be its
total losses and costs (or gain, in which case expressed  as  a
negative  number)  in connection with this  Agreement  or  that
Terminated Transaction or group of Terminated Transactions,  as
the case may be, including any loss of bargain, cost of funding
or, at the election of such party but without duplication, loss
or  cost  incurred as a result of its terminating, liquidating,
obtaining  or  reestablishing  any  hedge  or  related  trading
position  (or  any  gain resulting from  any  of  them).   Loss
includes losses and costs (or gains) in respect of any  payment
or  delivery  required to have been made (assuming satisfaction
of  each  applicable  condition precedent)  on  or  before  the
relevant Early Termination Date and not made, except, so as  to
avoid   duplication,   if  Section   6(e)(i)(1)   or   (3)   or
6(e)(ii)(2)(A) applies.  Loss does not include a party's  legal
fees and out-of-pocket expenses referred to under Section 9.  A
party  will  determine  its  Loss  as  of  the  relevant  Early
Termination Date, or, if that is not reasonably practicable, as
of  the  earliest date thereafter as is reasonably practicable.
A  party may (but need not) determine its Loss by reference  to
quotations of relevant rates or prices from one or more leading
dealers in the relevant markets.

"Market   Quotation"  means,  with  respect  to  one  or   more
Terminated  Transactions and a party making the  determination,
an  amount determined on the basis of quotations from Reference
Market-makers.  Each quotation will be for an amount,  if  any,
that  would  be  paid to such party (expressed  as  a  negative
number)  or  by such party (expressed as a positive number)  in
consideration of an agreement between such party  (taking  into
account  any existing Credit Support Document with  respect  to
the obligations of such party) and the quoting Reference Market-
maker   to   enter   into  a  transaction   (the   "Replacement
Transaction") that would have the effect of preserving for such
party  the  economic  equivalent of  any  payment  or  delivery
(whether  the underlying obligation was absolute or  contingent
and  assuming  the  satisfaction of each  applicable  condition
precedent)  by the parties under Section 2(a)(i) in respect  of
such Terminated Transaction or group of Terminated Transactions
that  would,  but  for  the occurrence of  the  relevant  Early
Termination Date, have been required after that date.  For this
purpose,   Unpaid   Amounts  in  respect  of   the   Terminated
Transaction  or  group  of Terminated Transactions  are  to  be
excluded but, without limitation, any payment or delivery  that
would,  but for the relevant Early Termination Date, have  been
required  (assuming  satisfaction of each applicable  condition
precedent) after that Early Termination Date is to be included.
The   Replacement   Transaction  would  be  subject   to   such
documentation as such party and the Reference Market-maker may,
in  good faith, agree.  The party making the determination  (or
its  agent) will request each Reference Market-maker to provide
its  quotation to the extent reasonably practicable as  of  the
same  day and time (without regard to different time zones)  on
or  as  soon as reasonably practicable after the relevant Early
Termination  Date.   The  day  and  time  as  of  which   those
quotations are to be obtained will be selected in good faith by
the  party obliged to make a determination under Section  6(e),
and,  if each party is so obliged, after consultation with  the
other.   If more than three quotations are provided, the Market
Quotation  will  be  the  arithmetic mean  of  the  quotations,
without regard to the quotations having the highest and  lowest
values.   If  exactly three such quotations are  provided,  the
Market   Quotation  will  be  the  quotation  remaining   after
disregarding  the  highest  and lowest  quotations.   For  this
purpose, if more than one quotation has the same highest  value
or   lowest  value,  then  one  of  such  quotations  shall  be
disregarded.   If fewer than three quotations are provided,  it
will  be  deemed that the Market Quotation in respect  of  such
Terminated  Transaction  or  group of  Terminated  Transactions
cannot be determined.

"Non-default  Rate" means a rate per annum equal  to  the  cost
(without  proof  or evidence of any actual cost)  to  the  Non-
defaulting  Party (as certified by it) if it were to  fund  the
relevant amount.

"Non-defaulting  Party" has the meaning  specified  in  Section
6(a).

"Potential  Event of Default" means any event which,  with  the
giving of notice or the lapse of time or both, would constitute
an Event of Default.

"Reference  Market-makers" means four leading  dealers  in  the
relevant  market  selected by the party  determining  a  Market
Quotation  in good faith (a) from among dealers of the  highest
credit standing which satisfy all the criteria that such  party
applies  generally at the time in deciding whether to offer  or
to   make  an  extension  of  credit  and  (b)  to  the  extent
practicable,  from among such dealers having an office  in  the
same city.

"Scheduled  Payment Date" means a date on which  a  payment  or
delivery is to be made under Section 2(a)(i) with respect to  a
Transaction.

"Set-off" means set-off, offset, combination of accounts, right
of  retention or withholding or similar right or requirement to
which  the  payer of an amount under Section 6 is  entitled  or
subject   (whether   arising  under  this  Agreement,   another
contract, applicable law or otherwise) that is exercised by, or
imposed on, such payer.

"Settlement  Amount" means, with respect to  a  party  and  any
Early Termination Date, the sum of:-

(a)   the Market Quotations (whether positive or negative)  for
each Terminated Transaction or group of Terminated Transactions
for which a Market Quotation is determined; and

(b)   such  party's  Loss  (whether positive  or  negative  and
without  reference to any Unpaid Amounts) for  each  Terminated
Transaction  or group of Terminated Transactions  for  which  a
Market  Quotation  cannot be determined or would  not  (in  the
reasonable  belief  of  the  party  making  the  determination)
produce a commercially reasonable result.

"Specified Entity" has the meaning specified in the Schedule.

"Specified Indebtedness" means, subject to the Schedule, any
obligation (whether present or future, contingent or otherwise,
as principal or surety or otherwise) in respect of borrowed
money.

"Specified Transaction" means, subject to the Schedule, (a) any
transaction (including an agreement with respect thereto) now
existing or hereafter entered into between one party to this
Agreement (or any Credit Support Provider of such party or any
applicable Specified Entity of such party) and the other party
to this Agreement (or any Credit Support Provider of such other
party or any applicable Specified Entity of such other party)
which is a rate swap transaction, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity
index swap, equity or equity index option, bond option,
interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, currency
swap transaction, cross-currency rate swap transaction,
currency option or any other similar transaction (including any
option with respect to any of these transactions), (b) any
combination of these transactions and (c) any other transaction
identified as a Specified Transaction in this Agreement or the
relevant confirmation.

"Terminated Transactions" means with respect to any Early
Termination Date (a) if resulting from a Termination Event, all
Affected Transactions and (b) if resulting from an Event of
Default, all Transactions (in either case) in effect
immediately before the effectiveness of the notice designating
that Early Termination Date (or, if "Automatic Early
Termination" applies, immediately before that Early Termination
Date).

"Termination  Event" means Illegality or, if  specified  to  be
applicable,  a  Credit  Event  Upon  Merger  or  an  Additional
Termination Event.

"Termination  Rate"  means  a  rate  per  annum  equal  to  the
arithmetic mean of the cost (without proof or evidence  of  any
actual cost) to each party (as certified by such party)  if  it
were to fund or of funding such amounts.

"Unpaid Amounts" owing to any party means, with respect  to  an
Early Termination Date, the aggregate of (a) in respect of  all
Terminated  Transactions, the amounts that became  payable  (or
that  would  have become payable but for Section 2(a)(iii))  to
such  party  under Section 2(a)(i) on or prior  to  such  Early
Termination  Date  and which remain unpaid  as  at  such  Early
Termination  Date  and  (b)  in  respect  of  each   Terminated
Transaction,  for each obligation under Section  2(a)(i)  which
was (or would have been but for Section 2(a)(iii)) required  to
be  settled by delivery to such party on or prior to such Early
Termination Date and which has not been so settled as  at  such
Early  Termination  Date, an amount equal to  the  fair  market
value  of  that which was (or would have been) required  to  be
delivered as of the originally scheduled date for delivery,  in
each   case  together  with  (to  the  extent  permitted  under
applicable law) interest, in the currency of such amounts, from
(and  including) the date such amounts or obligations  were  or
would have been required to have been paid or performed to (but
excluding) such Early Termination Date, at the Applicable Rate.
Such  amounts  of interest will be calculated on the  basis  of
daily  compounding and the actual number of days elapsed.   The
fair  market value of any obligation referred to in clause  (b)
above  shall be reasonably determined by the party  obliged  to
make the determination under Section 6(e) or, if each party  is
so  obliged, it shall be the average of the fair market  values
reasonably determined by both parties.

IN  WITNESS WHEREOF the parties have executed this document  on
the  respective dates specified below with effect from the date
specified on the first page of this document.



KEYBANK NATIONAL ASSOCIATION          COMPTEK RESEARCH, INC.
       (Name of Party)                   (Name of Party)
                                    
   /s/Chris McNeece                     /s/Laura L. Benedetti
By:_________________________        By:______________________
  Name:Chris McNeece                
  Title:Assistant Vice                  Vice President &
        President                       Treasurer
  Date:
                                    

                                
                          EXHIBIT 10.5a
                                


                                
                                
                                
                                
           CORPORATE REVOLVING AND TERM LOAN AGREEMENT
                                
                             BETWEEN
                                
             MANUFACTURERS AND TRADERS TRUST COMPANY
                                
                               AND
                                
                     COMPTEK RESEARCH, INC.
                                
                                
                                
                                
                       DATED MAY __, 1998
                       TABLE OF CONTENTS


                                                             Page


1.   DEFINITIONS.                                               1
  a.                      Accumulated Funding Deficiency.       1
  b.                                         Acquisition.       1
  c.                                Acquisition Document.       1
  d.                                           Affiliate.       2
  e.                                      Bankruptcy Law.       3
  f.                                   Bank's Prime Rate.       3
  g.                                              CERCLA.       3
  h.                                     Comptek Federal.       3
  i.                                             Control.       3
  j.                                        Distribution.       4
  k.                                              EBITDA.       4
  l.                                   Environmental Law.       5
  m.                                               ERISA.       5
  n.                                    Event of Default.       5
  o.                              Governmental Authority.       8
  p.                                  Hazardous Material.       8
  q.                                Internal Revenue Code.      8
  r.                                                  Law.      9
  s.                                           Libor Rate.      9
  t.                              Libor Rate Business Day.      9
  u.                                  Libor Rate Election.      9
  v.                                   Libor Rate Period.      10
  w.                 Libor Rate Period Commencement Date.      10
  x.                                  Libor Rate Portion.      10
  y.                                                Loan.      10
  z.                                       Loan Document.      10
  aa.                            Material Adverse Effect.      11
  bb.                                      Other Obligor.      11
  cc.                                       Pension Plan.      12
  dd.                               Permitted Investment.      12
  ee.                                     Permitted Lien.      13
  ff.                                     Permitted Loan.      14
  gg.                                             Person.      16
  hh.                      Post-Acquisition Subsidiaries.      16
  ii.                         Potential Event of Default.      16
  jj                                                 PRB.      16
  kk.                             Prohibited Transaction.      16
  ll.                                     Related Entity.      17
  mm.                                            Release.      17
  nn.                                   Reportable Event.      17
  oo.                                     Revolving Loan.      17
  pp.                       Revolving Loan Maturity Date.      17
  qq.                                         Subsidiary.      17
  rr.                                             System.      18
  ss.                                        Term Loan I.      18
  tt.                                       Term Loan II.      19
  uu.                                Year 2000 Compliant.      19

2.   REVOLVING LOANS.                                          19
  a.                Making and Obtaining Revolving Loans.      19
  b.                                 Revolving Loan Note.      20
  c.                                           Repayment.      21
  d.                       Optional Repayment in Advance.      22
  e.                                            Interest.      22
  f.                                         Late Charge.      24
  g.                                       Non-Usage Fee.      24
  h.      General Provisions as to Repayment and Payment.      25
  i.                                 Libor Rate Election.      27
  j.           Extension of Revolving Loan Maturity Date.      28

3.   TERM LOAN I.                                              29
  a.                    Making and Obtaining Term Loan I.      29
  b.                           Termination of Obligation.      29
  c.                                    Term Loan I Note.      29
  d.                                           Repayment.      30
  e.                       Optional Repayment in Advance.      30
  f.                                            Interest.      31
  g.                                      Commitment Fee.      33
  h.                                         Late Charge.      33
  i.      General Provisions as to Repayment and Payment.      34
  j.                                 Libor Rate Election.      35

4.   TERM LOAN II.                                             36
  a.                   Making and Obtaining Term Loan II.      36
  b.                                   Term Loan II Note.      37
  c.                                           Repayment.      37
  d.                       Optional Repayment in Advance.      38
  e.                                            Interest.      39
  f.                                         Late Charge.      41
  g.      General Provisions as to Repayment and Payment.      41
  h.                                 Libor Rate Election.      43

5.   PREREQUISITES TO LOAN.                                    44
  a.                                          No Default.      44
  b.                      Representations and Warranties.      45
  c.                                         Proceedings.      45
  d.                                     Receipt by Bank.      46

6.   REPRESENTATIONS AND WARRANTIES.                           52
  a.                                     Use of Proceeds.      52
  b.                         Consummation of Acquisition.      53
  c.                            Subsidiaries; Affiliates.      53
  d.             Good Standing; Qualification; Authority.      53
  e.                                             Control.      53
  f.                                          Compliance.      53
  g.                               Environmental Matters.      55
  h.                                            Legality.      56
  i.                               Acquisition Documents.      59
  j.                                No Waiver or Default.      59
  k.                      Representations and Warranties.      59
  l.                                         Fiscal Year.      59
  m.                               Financial Information.      59
  n.             Material Adverse Effects; Distributions.      62
  o.                            Tax Returns and Payments.      62
  p.                                Certain Indebtedness.      62
  q.                                 Pension Obligations.      63
  r.                                              Leases.      64
  s.                      Assets; Liens and Encumbrances.      64
  t.                                         Investments.      65
  u.                                               Loans.      65
  v.                            Judgments and Litigation.      65
  w.                        Transactions with Affiliates.      66
  x.                                             Default.      66
  y.                                     Full Disclosure.      66
  z.                                Year 2000 Compliance.      67

7.   AFFIRMATIVE COVENANTS.                                    67
  a.                        Good Standing; Qualification.      67
  b.                                          Compliance.      67
  c.                                     Working Capital.      69
  d.                                           Net Worth.      70
  e.                     Combined Fixed Charges Coverage.      70
  f.                                 Maximum Funded Debt.      71
  g.                   Accounting; Reserves; Tax Returns.      73
  h.Financial and Other Information; Certificates of No 
    Default.                                                   73
  i.                     Payment of Certain Indebtedness.      76
  j.          Maintenance of Title and Assets; Insurance.      76
  k.                                         Inspections.      77
  l.                                 Pension Obligations.      77
  m.        Changes in Management, Ownership and Control.      78
  n.                                           Judgments.      79
  o.                                          Litigation.      79
  p.                              Liens and Encumbrances.      80
  q.               Defaults and Material Adverse Effects.      81
  r.Additional Guaranties, Security Agreements, Patent 
    Collateral Assignments and Security Agreements and 
    Trademark Collateral Assignments and Security
    Agreements.                                                81
  s.                                Year 2000 Compliance.      82
  t.                                     Further Actions.      82

8.   NEGATIVE COVENANTS.                                       82
  a.                                         Fiscal Year.      82
  b.                                Certain Indebtedness.      83
  c.                                 Pension Obligations.      83
  d.                              Liens and Encumbrances.      84
  e.                                Capital Expenditures.      84
  f.                                    Operating Leases.      85
  g.                                         Investments.      85
  h.                                               Loans.      85
  i.                        Transactions with Affiliates.      85
  j.                                       Distributions.      86
  k.                         Corporate and Other Changes.      86
  l.                                 Sale of Receivables.      87
  m.        Stock of or Ownership Interest in Subsidiary.      87
  n.                                     Full Disclosure.      87

9.   INDEBTEDNESS IMMEDIATELY DUE.                             87

10.  EXPENSES; INDEMNIFICATION.                                88
  a.                              Loan Document Expenses.      88
  b.                                 Collection Expenses.      89
  c.                         Expenses Due to Law Changes.      90
  d.                                      Libor Expenses.      91
  e.                       Environmental Indemnification.      91

11.  NOTICES.                                                  92

12.  MISCELLANEOUS.                                            93
  a.                                      Term; Survival.      93
  b.                                  Survival; Reliance.      94
  c.                                     Right of Setoff.      94
  d.                Assignment or Grant of Participation.      95
  e.                                      Binding Effect.      96
  f.         Entire Agreement, Modifications and Waivers.      96
  g.                      Rights and Remedies Cumulative.      97
  h.                                            Requests.      97
  i.                      Extent of Consents and Waivers.      97
  j.                              Directly or Indirectly.      97
  k.                   Accounting Terms and Computations.      97
  l.                                    Reference to Law.      98
  m.                 Reference to Governmental Authority.      98
  n.                                        Severability.      98
  o.                                       Governing Law.      99
  p.                                            Headings.      99

13.  CONSENTS AND WAIVERS RELATING TO LEGAL PROCEEDINGS.       99
  a.                 JURISDICTIONAL CONSENTS AND WAIVERS.      99
  b.WAIVER OF TRIAL BY JURY AND CLAIMS TO CERTAIN DAMAGES.    100



          CORPORATE REVOLVING AND TERM LOAN AGREEMENT



          This Agreement is made this ___ day of May 1998 between

Manufacturers and Traders Trust Company, a New York banking

corporation having its chief executive office at One M&T Plaza,

Buffalo, New York 14240, (the "Bank") and Comptek Research, Inc.,

a New York business corporation having its chief executive office

at 2732 Transit Road, Buffalo, New York 14224, (the "Borrower").



          The Bank and the Borrower agree as follows:



          1.   DEFINITIONS.  For purposes of this Agreement:



          a.   Accumulated Funding Deficiency.  "Accumulated

Funding Deficiency" has the meaning given to such term in Section

412(a) of the Internal Revenue Code.



          b.   Acquisition.  The "Acquisition" means the

acquisition by the Borrower of all of the issued and outstanding

shares of stock of PRB.



          c.   Acquisition Document.  "Acquisition Document"

means, as may have heretofore been amended or supplemented, (i) a

Stock Purchase Agreement, dated May 8, 1998, among the Borrower,

PRB, Lawrence M. Schadegg, James N. Agamaite, Richard A. Bos,

Allan D. Crane and Daniel T. Doherty pursuant to which the

Borrower agrees to make the Acquisition, (ii) any exhibit or

schedule referred to in such Stock Purchase Agreement or

otherwise related thereto or (iii) any agreement, instrument or

other writing heretofore or hereafter delivered or to be

delivered pursuant to such Stock Purchase Agreement or in

connection therewith.



           d.  Affiliate.  "Affiliate" means, other than all

Related Entities, (i) any Person who or that now or hereafter has

Control of or is now or hereafter under common Control with any

Related Entity or over whom or which any Related Entity now or

hereafter has Control, (ii) any Person who is now or hereafter

related by blood, adoption or marriage to any Person referred to

in clause (i) of this sentence or now or hereafter resides in the

same home as any such Person, (iii) any Person who is now or

hereafter a director or officer of any Related Entity or has

functions with respect to any Subsidiary similar to those of a

director or officer of a corporation or (iv) any Person who is

now or hereafter related by blood, adoption or marriage to any

Person referred to in clause (iii) of this sentence or now or

hereafter resides in the same home as any such Person or over

whom or which any such Person now or hereafter has Control.



          e.   Bankruptcy Law.  "Bankruptcy Law" means any

bankruptcy or insolvency Law or any other Law relating to the

relief of debtors, the readjustment, composition or extension of

indebtedness, liquidation or reorganization.



          f.   Bank's Prime Rate.  The "Bank's Prime Rate" means

the rate announced by the Bank as the prime rate of interest of

the Bank, whether or not such rate is actually the lowest or best

rate charged by the Bank in connection with any loan or other

extension of credit made by the Bank.



          g.   CERCLA.  "CERCLA" means the Comprehensive

Environmental Response, Compensation, and Liability Act of 1980,

as amended.



          h.   Comptek Federal.  "Comptek Federal" means Comptek

Federal Systems, Inc., a New York business corporation.



          i.   Control.  "Control" means, with respect to any

Person, whether direct or indirect, (i) the power to vote 5% or

more of the outstanding shares of any class of stock of such

Person ordinarily having the power to vote for the election of

directors of such Person or 5% or more of any class of other

ownership interest in such Person ordinarily having the power to

vote for the election of, appoint or otherwise designate Persons

having functions with respect to such Person similar to those of

directors of a corporation or the power to direct or cause the

direction of the management and policies of such Person, (ii) the

beneficial ownership of 5% or more of the outstanding shares of

any class of stock of such Person or 5% or more of any class of

other ownership interest in such Person or (iii) the power to

direct or cause the direction of the management and policies of

such Person, whether by ownership of any stock or other ownership

interest, by agreement or otherwise.



          j.   Distribution.  "Distribution" means, with respect

to any Person, (i) any dividend or other distribution, whether in

cash or in the form of any other asset, on account of any of its

stock or any other ownership interest therein or (ii) any payment

on account of the purchase other than pursuant to any Acquisition

Document, redemption, retirement or other acquisition of any of

its stock or any other ownership interest therein.



          k.   EBITDA.  "EBITDA" means, for any period, (i) the

total of (A) consolidated net income of the Borrower for such

period, (B) consolidated interest expense of the Borrower for

such period, (C) consolidated charges against income of the

Borrower for foreign, federal, state and local income taxes for

such period, (D) consolidated extraordinary losses of the

Borrower to the extent included in determining such consolidated

net income, (E) consolidated equity losses of affiliates to the

extent included in such consolidated net income, (F) consolidated

depreciation expense of the Borrower for such period, (G)

consolidated amortization expense of the Borrower for such period

and (H) consolidated other non-cash charges of the Borrower for

such period minus (ii) the total of (A) consolidated

extraordinary gains of the Borrower to the extent included in

determining such consolidated net income and (B) consolidated

equity gains of affiliates to the extent included in determining

such consolidated net income.



          l.   Environmental Law.  "Environmental Law" means any

Law relating to public health or safety or protection of the

environment, including, but not limited to, (i) CERCLA and

(ii) the Resource Conservation and Recovery Act, as amended.



          m.   ERISA.  "ERISA" means the Employee Retirement

Income Security Act of 1974, as amended.



          n.   Event of Default.  An "Event of Default" occurs or

exists if (i) the Borrower (A) defaults for more than 10 days in

the repayment when due of any of the principal amount of any

Loan, the payment when due of any interest payable pursuant to

this Agreement or any other amount payable by the Borrower to the

Bank pursuant to this Agreement, (B) defaults for more than 30

days in the performance when due of any obligation owing by the

Borrower pursuant to Section 7 of this Agreement or (C) defaults

in the performance when due of any other obligation owing by the

Borrower to the Bank pursuant to this Agreement, (ii) any Related

Entity or Other Obligor defaults in the performance when due,

whether by acceleration or otherwise, of any obligation

(including, but not limited to, any obligation to pay any money,

whether for any principal, interest, fee, charge, cost or expense

or otherwise), whether now existing or hereafter arising or

accruing, to the Bank or any other Person other than, in the case

of any Person other than the Bank, any obligation to pay any

money in connection with any indebtedness of $250,000 or less,

the maturity of any such obligation is accelerated or there

occurs or exists any event or condition that, whether immediately

or after notice, lapse of time or both notice and lapse of time

and whether or not waived, would constitute a default with

respect to or permit the acceleration of the maturity of any such

obligation, (iii) other than as permitted by this Agreement, any

Related Entity or Other Obligor is dissolved, ceases to exist,

participates or agrees to participate in any merger,

consolidation or other absorption, assigns or otherwise transfers

or disposes of all or substantially all of his, her or its

assets, makes or permits what might be a fraudulent transfer or

fraudulent conveyance of any of his, her or its assets, makes any

bulk sale, sends any notice of any intended bulk sale, dies,

becomes incompetent or insolvent (however such insolvency is

evidenced), generally fails to pay his, her or its debts as they

become due, fails to pay, withhold or collect any tax as required

by any Law, suspends or ceases his, her or its business or has

served, filed or recorded against him, her or it or any of his,

her or its assets any judgment, order or award of any

Governmental Authority or arbitrator or any lien, (iv) any

Related Entity or Other Obligor has any receiver, trustee,

custodian or similar Person for him, her or it or any of his, her

or its assets appointed (whether with or without his, her or its

consent), makes any assignment for the benefit of creditors or

commences or has commenced against him, her or it any case or

other proceeding pursuant to any Bankruptcy Law or any formal or

informal proceeding for the dissolution, liquidation or winding

up of the affairs of or the settlement of claims against him, her

or it, (v) any representation or warranty made in this Agreement

proves to have been incorrect or misleading in any material

respect as of the date of this Agreement or, except to the extent

updated in a certificate executed by the President or a Vice

President of the Borrower and the chief financial officer of the

Borrower and received by the Bank before any time as of which

such representation or warranty is deemed to have been made, as

of such time, (vi) any representation or warranty heretofore or

hereafter made, or any financial statement heretofore or

hereafter provided, to the Bank by or on behalf of any Related

Entity or Other Obligor proves, as of the date thereof, to have

been incorrect or misleading in any material respect or before

the execution and delivery to the Bank by the Borrower of this

Agreement there occurred and was not disclosed to the Bank any

material adverse change in any information disclosed in any such

representation or warranty heretofore so made or any financial

statement heretofore so provided, (vii) there occurs or exists

with respect to any Pension Plan any Prohibited Transaction,

Reportable Event or other event or condition that, in the opinion

of the Bank, constitutes or will or might constitute grounds for

the institution by the Pension Benefit Guaranty Corporation of

any proceeding under ERISA seeking the termination of such

Pension Plan or the appointment of a trustee to administer such

Pension Plan, the Pension Benefit Guaranty Corporation institutes

any proceeding under ERISA seeking the termination of any Pension

Plan or the appointment of a trustee to administer any Pension

Plan, any Person other than the Pension Benefit Guaranty Corpora

tion institutes any proceeding under ERISA seeking the termina

tion of any Pension Plan or the appointment of a trustee to

administer any Pension Plan that is, in the opinion of the Bank,

likely to result in the termination of such Pension Plan, any

trustee is appointed by a United States District Court to admin

ister any Pension Plan, any Pension Plan is terminated or there

are vested unfunded liabilities under any Pension Plan that, in

the opinion of the Bank, have or will or might have any Material

Adverse Effect or (viii) the Borrower ceases to own directly or

indirectly at least 100% of the outstanding shares of each class

of stock of Comptek Federal and PRB or ceases to own directly or

indirectly at least 51% of the outstanding shares of each class

of stock of each Related Entity other than Comptek Federal and

PRB.



          o.   Governmental Authority. "Governmental Authority"

means any government, political subdivision, court, agency,

central bank or other entity, body, organization or group

exercising any executive, legislative, judicial, fiscal,

monetary, regulatory or administrative function of government.



          p.   Hazardous Material.  "Hazardous Material" means

(i) any "hazardous substance" as such term is defined in 42

U.S.C. ? 9601(14), (ii) any "hazardous waste" as such term is

defined in 42 U.S.C. ? 6903(5), (iii) any pollutant, contaminant

or hazardous, dangerous or toxic chemical, material, waste or

other substance for purposes of any other Environmental Law

relating to or imposing any liability or standard of conduct with

respect to any pollutant, contaminant or hazardous, dangerous or

toxic chemical, material, waste or other substance or (iv) any

petroleum product used for fuel or lubrication.



          q.   Internal Revenue Code.  The "Internal Revenue

Code" means the Internal Revenue Code of 1986, as amended.



          r.   Law.  "Law" means any statute, ordinance,

regulation, rule, interpretation, decision, guideline or other

requirement enacted or issued by any Governmental Authority,

whether or not having the force of law.



          s.   Libor Rate.  "Libor Rate" means, for any period,

as determined by the Bank from any broker, quoting service or

commonly available source utilized by the Bank, the London

interbank offered rate for United States dollar deposits in the

London interbank eurodollar market at approximately 11:00 a.m.

London, England time (or as soon thereafter as practicable) on

the date that is two Libor Rate Business Days before the first

day of such period for deposits to be delivered on the first day

of such period for a period equal to such period.



          t.   Libor Rate Business Day.  "Libor Rate Business

Day" means any day on which in both New York, New York and

London, England banks are open to conduct regular business.



          u.   Libor Rate Election.  "Libor Rate Election" means

any oral (including, but not limited to, telephonic), written or

other (including, but not limited to, facsimile) election to have

the interest charged for any period on a portion of the aggregate

outstanding principal amounts of all Revolving Loans or a portion

of the outstanding principal amount of Term Loan I or Term Loan

II determined by reference to the Libor Rate for such period.



          v.   Libor Rate Period.  "Libor Rate Period" means any

period for which interest is to be charged on any Libor Rate

Portion at a rate determined by reference to the Libor Rate for

such period pursuant to a Libor Rate Election.



          w.   Libor Rate Period Commencement Date.  "Libor Rate

Period Commencement Date" means the date on which any Libor Rate

Period begins.



          x.   Libor Rate Portion.  "Libor Rate Portion" means

any portion of the aggregate outstanding principal amounts of all

Revolving Loans or any portion of the outstanding principal

amount of Term Loan I or Term Loan II on which interest is to be

charged for any period at a rate determined by reference to the

Libor Rate for such period pursuant to a Libor Rate Election.



          y.   Loan.  "Loan" means any Revolving Loan, Term Loan

I or Term Loan II.



          z.   Loan Document.  "Loan Document" means (i) this

Agreement, as now existing or hereafter modified, (ii) any other

agreement or instrument referred to in Section 5d of this

Agreement, as originally existing or thereafter modified, or

(iii) any replacement of any such other agreement or instrument,

as originally existing or thereafter modified.



          aa.  Material Adverse Effect.  "Material Adverse

Effect" means any material adverse effect on (i) the ability of

the Borrower to repay when due any of the principal amount of any

Loan or to pay when due any interest payable pursuant to this

Agreement, any other amount payable by the Borrower to the Bank

pursuant to this Agreement or any other indebtedness or other

obligation of the Borrower to the Bank, whether now existing or

hereafter arising or accruing, (ii) the ability of any Related

Entity to perform when due any obligation pursuant to any Loan

Document or (iii) any Related Entity or the business, operations,

assets, affairs or condition (financial or other) of any Related

Entity.



          bb.  Other Obligor.  "Other Obligor" means, other than

all Related Entities, any Person (i) who or that is now or

hereafter directly or indirectly liable, whether directly or

indirectly or absolutely or contingently, for the payment of any

indebtedness or other obligation of the Borrower to the Bank,

whether now existing or hereafter arising or accruing, or (ii)

any asset of whom or which now or hereafter directly or

indirectly secures the payment of any such indebtedness or other

obligation.



          cc.  Pension Plan.  "Pension Plan" means (i) any

pension plan, as such term is defined in Section 3(2) of ERISA,

(A) that has heretofore been or is hereafter established or

maintained by any Related Entity or any other Person that is,

together with any Related Entity, a member of a controlled group

of corporations for purposes of Section 414(b) of the Internal

Revenue Code or is under common control with any Related Entity

for purposes of Section 414(c) of the Internal Revenue Code, (B)

to which contributions have heretofore been or are hereafter made

by any Related Entity or any such other Person or (C) to which

any Related Entity or any such other Person has heretofore agreed

or hereafter agrees or otherwise has heretofore incurred or

hereafter incurs any obligation to make contributions or (ii) any

trust heretofore or hereafter created under any such pension

plan.



          dd.  Permitted Investment.  "Permitted Investment"

means (i) any investment by any Related Entity in (A) any readily

marketable direct obligation of the United States maturing within

one year after the date of its acquisition thereof, (B) any time

deposit maturing within one year after the date of its

acquisition thereof and issued by any banking institution that is

incorporated under any statute of the United States or any state

of the United States and has a combined capital and surplus of

not less than $500,000,000, (C) any demand or savings deposit

with any such banking institution, (D) any security of any

Subsidiary if such security is owned by it on the date of this

Agreement or (E) any security fully and accurately described

under the heading "Permitted Investments" in Exhibit A attached

to and made a part of this Agreement, (ii) any investment made by

any Related Entity through the Bank or any affiliate of the Bank

or (iii) any other investment by any Related Entity provided that

the total of all such other investments does not at any time

exceed $500,000 in the aggregate for all Related Entities.



          ee.  Permitted Lien.  "Permitted Lien" means (i) any

lease of any asset by any Related Entity as a lessor in the

ordinary course of its business and without interference with the

conduct of its business or operations, (ii) any pledge or deposit

made by any Related Entity in the ordinary course of its business

(A) in connection with any workers' compensation, unemployment

insurance, social security or similar Law or (B) to secure the

payment of any indebtedness or other obligation in connection

with any letter of credit, bid, tender, trade or government

contract, lease, surety, appeal or performance bond or Law, or

any similar indebtedness or other obligation, not incurred in

connection with the borrowing of any money or the deferral of the

payment of the purchase price or capital lease of any asset,

(iii) any attachment, levy or similar lien with respect to any

Related Entity arising in connection with any action or other

legal proceeding so long as (A) the validity of the claim or

judgment secured thereby is being contested in good faith by

appropriate proceedings promptly instituted and diligently

conducted, (B) adequate reserves have been appropriately estab

lished for such claim or judgment, (C) the execution or other

enforcement of such attachment, levy or similar lien is effec

tively stayed and (D) neither such claim or judgment nor such

attachment, levy or similar lien has any Material Adverse Effect,

(iv) any statutory lien in favor of the United States for any

amount paid to any Related Entity as a progress payment pursuant

to any government contract, (v) any statutory lien securing the

payment of any tax, assessment, fee, charge, fine or penalty

imposed by any government or political subdivision upon any

Related Entity or any of the assets, income and franchises of any

Related Entity but not yet required by Section 7i of this

Agreement to be paid, (vi) any statutory lien securing the

payment of any claim or demand of any materialman, mechanic,

carrier, warehouseman, garageman or landlord against any Related

Entity but not yet required by such Section 7i to be paid, (vii)

any reservation, exception, encroachment, easement, right-of-way,

covenant, condition, restriction, lease or similar title excep

tion or encumbrance affecting the title to any real property of

any Related Entity but not interfering with the conduct of its

business or operations, (viii) any security interest, mortgage or

other lien or encumbrance in favor of the Bank, (ix) any other

security interest, mortgage or other lien provided that the total

of the indebtedness and other obligations the payment of which is

secured by all such other security interests, mortgages and other

liens does not at any time exceed $500,000 in the aggregate for

all Related Entities or (x) any security interest, mortgage or

other lien or encumbrance existing on the date of this Agreement

and fully and accurately described under the heading "Permitted

Liens" in Exhibit A attached to and made a part of this

Agreement.



          ff.  Permitted Loan.  "Permitted Loan" means (i) any

loan, advance or other extension of credit made by any Related

Entity to the Borrower or by any Related Entity to any other

Related Entity that (A) is a guarantor, without any limitation as

to amount, of the payment of all indebtedness and other

obligations of the Borrower to the Bank, whether now existing or

hereafter arising or accruing, pursuant to a guaranty agreement

in form and substance satisfactory to the Bank and (B) has

granted to the Bank pursuant to a security agreement in form and

substance satisfactory to the Bank as security for the payment,

without any limitation as to amount, of all such indebtedness and

other obligations a security interest in all of its personal

property and fixtures that has been perfected and is subject to

no security interest, mortgage or other lien or encumbrance other

than Permitted Liens, (ii) any deferral of the purchase price of

any inventory or service sold by any Related Entity in the

ordinary course of its business, (iii) any advance made by any

Related Entity in the ordinary course of its business to any of

its officers and employees for out-of-pocket expenses incurred by

such officer or employee on its behalf in the conduct of its

business or operations, (iv) any loan, advance or other extension

of credit that is made by any Related Entity in the ordinary

course of its business to any Person other than any of its

officers and employees and is related to the conduct of its

business or operations, (v) any other loan, advance or other

extension of credit made by any Related Entity provided that the

aggregate outstanding principal amounts of all such other loans,

advances and other extensions of credit do not at any time exceed

$500,000 for all Related Entities or (iv) any loan, advance or

other extension of credit fully and accurately described under

the heading "Permitted Loans" in Exhibit A attached to and made a

part of this Agreement.



          gg.  Person.  "Person" means (i) any individual,

corporation, partnership, limited liability company, joint

venture, trust or unincorporated association, (ii) any

Governmental Authority or (iii) any other entity, body,

organization or group.



          hh.  Post-Acquisition Subsidiaries.  "Post-Acquisition

Subsidiaries" means collectively (i) Comptek Federal, (ii) PRB,

(iii) Comptek Research International Corp., a New York business

corporation, (iv) Comptek Research, Ltd., a Virgin Islands

business corporation, (v) SimWright, Inc., a Florida business

corporation, and (vi) DeVoe and Matthews, L.C., a Florida limited

liability company.



          ii.  Potential Event of Default.  "Potential Event of

Default" means any event or condition that, after notice, lapse

of time or both notice and lapse of time, would constitute an

Event of Default.



          jj.  PRB.  "PRB" means PRB Associates, Inc., a Maryland

business corporation.



          kk.  Prohibited Transaction.  "Prohibited Transaction"

(i) has the meaning given to such term in Section 4975(c) of the

Internal Revenue Code and (ii) means any transaction prohibited

by Section 406(a) of ERISA.



          ll.  Related Entity.  "Related Entity" means the

Borrower, any of the Post-Acquisition Subsidiaries or any

Subsidiary.



          mm.  Release.  "Release" means any "release" as such

term is defined in 42 U.S.C. ? 9601(22).



          nn.  Reportable Event.  "Reportable Event" has the

meaning given to such term in Section 4043(b) of ERISA.



          oo.  Revolving Loan.  "Revolving Loan" means any loan

by the Bank to the Borrower pursuant to Section 2a of this

Agreement.



          pp.  Revolving Loan Maturity Date.  The "Revolving Loan

Maturity Date" means (i) March 31, 2001 or (ii) any subsequent

March 31 to which the date on which the Borrower is required to

repay the aggregate outstanding principal amounts of all

Revolving Loans is extended by the Bank pursuant to Section 2j of

this Agreement.



          qq.  Subsidiary.  "Subsidiary" means any Person of

which the Borrower now or hereafter has beneficial ownership,

whether direct or indirect, of (i) 50% or more of the outstanding

shares of any class of stock ordinarily having the power to vote

for the election of directors of such Person or 50% or more of

any class of other ownership interest ordinarily having the power

to vote for the election of, appoint or otherwise designate

Persons having functions with respect to such Person similar to

those of directors of a corporation or the power to direct or

cause the direction of the management and policies of such Person

or (ii) such lower percentage of the outstanding shares of any

class of such stock or any class of such other ownership interest

as is sufficient to render such Person a subsidiary of the

Borrower for purposes of generally accepted accounting principles

as in effect at the time of determination of the status of such

Person for purposes of this sentence.



          rr.  System.  "System" means, with respect to any

Person, any hardware (including, but not limited to, embedded),

software, firmware or other computer system, equipment or

application that (i) is now or hereafter owned, leased or used by

or supplied to such Person or with which any such hardware

(including, but not limited to, embedded), software, firmware or

other computer system, equipment or application now or hereafter

exchanges data, (ii) now or hereafter receives, transmits,

retransmits, processes, manipulates, stores, retrieves or

otherwise uses data and (iii) is now or hereafter material to the

conduct of the business or operations of such Person.



          ss.  Term Loan I.  "Term Loan I" means the loan by the

Bank to the Borrower pursuant to Section 3a of this Agreement.



          tt.  Term Loan II.  "Term Loan II" means the loan by

the Bank to the Borrower pursuant to Section 4a of this

Agreement.



          uu.  Year 2000 Compliant.  "Year 2000 Compliant" means,

with respect to any System of any Person, that such System is

able to accurately accommodate information as to dates after

December 31, 1999 and to accurately process data from, into and

between the twentieth and twenty-first centuries (including, but

not limited to, data relating to leap years).



          2.   REVOLVING LOANS.



          a.   Making and Obtaining Revolving Loans.  Upon and

subject to each term and condition of this Agreement, at any time

and from time to time during the period beginning on the date of

this Agreement and ending on the day before the Revolving Loan

Maturity Date, the Borrower may obtain Revolving Loans from the

Bank, and the Bank shall make Revolving Loans to the Borrower.

The principal amount of each Revolving Loan shall be an integral

multiple of $10,000, and the Borrower shall not at any time

permit the aggregate outstanding principal amounts of all Revolv

ing Loans to exceed $12,000,000 minus the total of (i) the

aggregate face amounts of all letters of credit issued for the

account of any Related Entity by the Bank and outstanding at such

time and (ii) the aggregate amounts of all draws under any letter

of credit issued for the account of any Related Entity by the

Bank for which the Bank has not been reimbursed at such time.

The Bank may treat as made by the Borrower and rely upon, and the

Borrower shall be bound by, any oral (including, but not limited

to, telephonic), written or other (including, but not limited to,

facsimile) request for a Revolving Loan that the Bank believes in

good faith to be valid and to have been made in the name or on

behalf of the Borrower by any officer of the Borrower, and the

Bank shall not incur any liability to the Borrower or any other

Person as a direct or indirect result of honoring such request

and making such Revolving Loan.  Each request for a Revolving

Loan (i) shall state (A) the amount requested as the principal

amount of such Revolving Loan and (B) the business day of the

Bank on which such Revolving Loan is requested to be made and

(ii) shall be irrevocable.  Any request for a Revolving Loan may

be combined with a Libor Rate Election relating to such Revolving

Loan.  Any request for a Revolving Loan need not be honored by

the Bank unless such request is received by the Bank (i) at least

three but not more than five Libor Rate Business Days before the

date such Revolving Loan is requested to be made if such request

is combined with a Libor Rate Election relating to such Revolving

Loan or (ii) by 10:00 a.m. eastern United States time on the date

such Revolving Loan is requested to be made if such request is

not combined with a Libor Rate Election relating to such

Revolving Loan.



          b.   Revolving Loan Note.  The Bank shall set forth on

the schedule  attached to and made a part of the Revolving Loan

Note referred to in clause (i) of Section 5d of this Agreement or

any similar schedule or loan account (including, but not limited

to, any similar schedule or loan account maintained in

computerized records) annotations evidencing (i) the date and

principal amount of each Revolving Loan, (ii) the date and amount

of each payment applied to the outstanding principal amount of

such Revolving Loan Note, (iii) such outstanding principal amount

after each Revolving Loan and each such payment, (iv) each Libor

Rate Portion for Revolving Loans, (v) each Libor Rate Period,

Libor Rate Period Commencement Date, Libor Rate and rate of

interest for each Libor Rate Portion for Revolving Loans and (vi)

the date and amount of each payment applied to any Libor Rate

Portion for Revolving Loans.  Each such annotation shall, in the

absence of manifest error, be conclusive and binding upon the

Borrower.  No failure of the Bank to make and no error by the

Bank in making any annotation on such attached schedule or any

such similar schedule or loan account shall affect the obligation

of the Borrower to repay the principal amount of each Revolving

Loan, the obligation of the Borrower to pay interest on the

outstanding principal amount of each Revolving Loan or any other

obligation of the Borrower to the Bank pursuant to this

Agreement.



          c.   Repayment.  The Borrower shall repay the aggregate

outstanding principal amounts of all Revolving Loans to the Bank

on the Revolving Loan Maturity Date, when the Borrower shall pay

to the Bank all interest payable pursuant to this Agreement in

connection with any Revolving Loan and remaining unpaid and all

other amounts payable by the Borrower to the Bank pursuant to

this Agreement in connection with any Revolving Loan and

remaining unpaid.



          d.   Optional Repayment in Advance.  Except during any

Libor Rate Period for any Libor Rate Portion for Revolving Loans,

the Borrower shall have the option of repaying the outstanding

principal amount of any Revolving Loan to the Bank in advance in

full or part at any time and from time to time without any

premium or penalty.



          e.   Interest.  From and including the date the first

Revolving Loan is made to but not including the date the

aggregate outstanding principal amounts of all Revolving Loans

are repaid in full, the Borrower shall pay to the Bank interest,

calculated on the basis of a 360-day year for the actual number

of days of each year (365 or 366, as applicable), on such

aggregate outstanding principal amounts at a rate per year that

shall (i) on each day beginning before the maturity, whether by

acceleration or otherwise, of such aggregate outstanding

principal amounts be (A) except for any Libor Rate Portion for

Revolving Loans if such a day falls in any Libor Rate Period for

such Libor Rate Portion, the rate per year, expressed as a

percentage, that is the rate in effect such day as the Bank's

Prime Rate or (B) for any Libor Rate Portion for Revolving Loans

if such day falls in any Libor Rate Period for such Libor Rate

Portion, the rate per year, expressed as a percentage, that is

the total of (I) 1 1/2% and (II) the rate obtained by dividing

(1) the Libor Rate for such Libor Rate Period by (2) expressed as

a decimal, the difference between 100% and the maximum percentage

of reserve requirement (including, but not limited to, any

emergency, supplemental or other marginal percentage of reserve

requirement) for such day specified by Regulation D of the Board

of Governors of the Federal Reserve System for the Bank with

respect to eurocurrency liabilities and (ii) on each day

subsequent to the last day described in clause (i) of this

sentence be the total of (A) 3% and (B) the rate per year,

expressed as a percentage, that is the rate in effect such

subsequent day as the Bank's Prime Rate; provided, however, that

(1) such interest shall not be charged as provided in clause

(i)(B) of this sentence, and shall be charged as provided in

clause (i)(A) of this sentence, with respect to any Libor Rate

Portion for Revolving Loans during any Libor Rate Period for such

Libor Rate Portion if before such Libor Rate Period begins (a)

any Governmental Authority asserts that it is unlawful, or the

Bank determines that it is unlawful, for the Bank to charge

interest with respect to such Libor Rate Portion during such

Libor Rate Period at a rate determined by reference to a Libor

Rate, (b) the Bank determines that sufficient United States

dollar deposits are not available for such Libor Rate Period to

the Bank or any participant in such Libor Rate Portion to the

extent of its interest in such Libor Rate Portion or (c) the Bank

determines that information necessary to determine the rate to be

charged pursuant to such clause (i)(B) is unavailable, (2) such

interest shall cease to be charged as provided in such clause

(i)(B), and shall begin to be charged as provided in such clause

(i)(A), with respect to any Libor Rate Portion for Revolving

Loans during any Libor Rate Period for such Libor Rate Portion if

any Governmental Authority asserts that it is unlawful, or the

Bank determines that it is unlawful, for the Bank to continue to

charge interest with respect to such Libor Rate Portion during

such Libor Rate Period at a rate determined by reference to a

Libor Rate, (3) in no event shall such interest be payable at a

rate in excess of the maximum rate permitted by applicable law

and (4) solely to the extent necessary to result in such interest

not being payable at a rate in excess of such maximum rate, any

amount that would be treated as part of such interest under a

final judicial interpretation of applicable law shall be deemed

to have been a mistake and automatically canceled and, if

received by the Bank, shall be refunded to the Borrower, it being

the intention of the Bank and the Borrower that such interest not

be payable at a rate in excess of such maximum rate.  Except as

otherwise provided in Section 2c of this Agreement, (i) a payment

of such interest shall become due on the first day of each

calendar month, beginning on the first day of the first calendar

month after the calendar month in which the first Revolving Loan

is made, except for any of such interest payable with respect to

any Libor Rate Portion for Revolving Loans for any Libor Rate

Period, and (ii) all of such interest payable with respect to any

Libor Rate Portion for Revolving Loans for any Libor Rate Period

shall become due on the day after the last day in such Libor Rate

Period.



          f.   Late Charge.  If any of the principal amount of

any Revolving Loan is not repaid, or any interest payable

pursuant to this Agreement in connection with any Revolving Loan

is not paid, within ten days after the date it becomes due,

whether by acceleration or otherwise, the Borrower shall pay to

the Bank on demand made by the Bank a late charge of the greater

of (i) 5% thereof or (ii) $50.



          g.   Non-Usage Fee.  For each period (i) beginning on

the date of this Agreement and ending on the last day of the

calendar quarter containing such date, (ii) consisting of a

calendar quarter beginning after the calendar quarter containing

the date of this Agreement and ending before the calendar quarter

containing the day before the Revolving Loan Maturity Date or

(iii) beginning on the first day of the calendar quarter

containing the day before the Revolving Loan Maturity Date and

ending on such day, the Borrower shall pay to the Bank on demand

made by the Bank a non-usage fee equal to the product obtained by

multiplying (A) the difference between $12,000,000 and the daily

average during such period of the aggregate outstanding principal

amounts of all Revolving Loans first by (B) 1/4% and then by (C)

the fraction obtained by dividing the number of days in such

period by 360; provided, however, that (I) in no event shall

there be payable any such non-usage fee that would result in

interest being payable on the outstanding principal amount of any

Revolving Loan at a rate in excess of the maximum rate permitted

by applicable law and (II) solely to the extent necessary to

result in such interest not being payable at a rate in excess of

such maximum rate, any amount that would be treated as part of

such interest under a final judicial interpretation of applicable

law shall be deemed to have been a mistake and automatically

canceled and, if received by the Bank, shall be refunded to the

Borrower, it being the intention of the Bank and the Borrower

that such interest not be payable at a rate in excess of such

maximum rate.



          h.   General Provisions as to Repayment and Payment.

Repayment of the principal amount of each Revolving Loan, payment

of all interest payable pursuant to this Agreement in connection

with any Revolving Loan and payment of all other amounts payable

by the Borrower to the Bank pursuant to this Agreement in

connection with any Revolving Loan shall be made in lawful money

of the United States and immediately available funds at the

banking office of the Bank located at One Fountain Plaza,

Buffalo, New York, or at such other office of the Bank as may at

any time and from time to time be specified in any notice given

to the Borrower by the Bank.  Such repayment or payment shall be

made without any setoff or counterclaim and free and clear of and

without any deduction or withholding for any tax, assessment,

fee, charge, fine or penalty imposed by any Governmental

Authority; provided, however, that, if such deduction or

withholding is required by any Law, (i) such repayment or payment

shall include such additional amount as necessary to result in

the net amount of such repayment or payment after such deduction

or withholding not being less than the amount of such repayment

or payment without such deduction or withholding, (ii) the

Borrower shall make such deduction or withholding and (iii) the

Borrower shall pay the amount of such deduction or withholding as

required by such Law.  No such repayment or payment shall be

deemed to have been received by the Bank until received by the

Bank at the office of the Bank determined in accordance with the

second preceding sentence, and any such repayment or payment

received by the Bank at such office after 2:00 p.m. eastern

United States time on any day shall be deemed to have been

received by the Bank at the time such office opens for business

on the next business day of the Bank.  If the time by which any

of the principal amount of any Revolving Loan is to be repaid is

extended by operation of law or otherwise, the Borrower shall pay

interest on the outstanding portion thereof during such period of

extension as provided in Section 2e of this Agreement.



          i.   Libor Rate Election.  At any time and from time to

time, the Borrower may irrevocably make a Libor Rate Election

relating to Revolving Loans that specifies (i) the Libor Rate

Business Day that is to be the Libor Rate Period Commencement

Date for the Libor Rate Period elected pursuant to such Libor

Rate Election, (ii) whether a one-month, two-month, three-month

or six-month option is elected as to the length of such Libor

Rate Period and (iii) expressed as a dollar amount, (A) any

portion of the principal amount of any Revolving Loan requested

to be made on such Libor Rate Period Commencement Date to which

such Libor Rate Election relates and (B) any portion of the

aggregate outstanding principal amounts of all Revolving Loans

made or requested to be made prior to such Libor Rate Period

Commencement Date to which such Libor Rate Election relates;

provided, however, that (I) such Libor Rate Period may not extend

beyond the Revolving Loan Maturity Date, (II) such Libor Rate

Election may not change any election made pursuant to any prior

Libor Rate Election and (III) such Libor Rate Election need not

be honored by the Bank if (1) such Libor Rate Election is

received by the Bank more than five or less than three Libor Rate

Business Days before such Libor Rate Period Commencement Date,

(2) any Event of Default occurs or exists before or on such Libor

Rate Period Commencement Date or (3) the total of the dollar

amounts specified in clause (iii) of this sentence is not at

least $100,000.  Each Libor Rate Period shall end on the day

before the numerically corresponding day (or, if there is no

numerically corresponding day, the last day) of the calendar

month that is the number of months (one month, two months, three

months or six months) corresponding to the option elected

pursuant to such Libor Rate Election, except that, if such

numerically corresponding day (or such last day) is not a Libor

Rate Business Day, such Libor Rate Period shall end on the day

before the first Libor Rate Business Day following such

numerically corresponding day (or such last day) unless such

first Libor Rate Business Day does not fall in the same calendar

month as such numerically corresponding day (or such last day),

in which case such Libor Rate Period shall end on the day before

the Libor Rate Business Day immediately preceding such

numerically corresponding day (or such last day).  The Bank may

treat as made by the Borrower and rely upon, and the Borrower

shall be bound by, any Libor Rate Election relating to any

Revolving Loan that the Bank believes in good faith to be valid

and to have been made in the name or on behalf of the Borrower by

any officer of the Borrower, and the Bank shall not incur any

liability to the Borrower or any other Person as a direct or

indirect result of honoring such Libor Rate Election.



          j.   Extension of Revolving Loan Maturity Date.  At

least 30 but not more than 90 days before the Revolving Loan

Maturity Date, the Borrower may request that the Revolving Loan

Maturity Date be extended for one year by executing and

delivering to the Bank an extension request in the form of

Exhibit B attached to and made a part of this Agreement.  If

prior to the Revolving Loan Maturity Date the Bank executes and

delivers to the Borrower such extension request, the Revolving

Loan Maturity Date shall automatically be extended to the date

specified in such extension request.  If the Bank does not so

execute and deliver such extension request, the Revolving Loan

Maturity Date shall remain the same.



          3.   TERM LOAN I.



          a.   Making and Obtaining Term Loan I.  Upon and

subject to each term and condition of this Agreement, the

Borrower shall obtain Term Loan I from the Bank, and the Bank

shall make Term Loan I to the Borrower.  The principal amount of

Term Loan I shall be $15,000,000.



          b.   Termination of Obligation.  Any obligation of the

Bank to make Term Loan I shall terminate no later than May 31,

1998.



          c.   Term Loan I Note.  The Bank shall set forth on the

schedule attached to and made a part of the Term Loan I Note

referred to in clause (ii) of Section 5d of this Agreement or any

similar schedule or loan account (including, but not limited to,

any similar schedule or loan account maintained in computerized

records) annotations evidencing (i) each Libor Rate Portion for

Term Loan I, (ii) each Libor Rate Period, Libor Rate Period

Commencement Date, Libor Rate and rate of interest for each Libor

Rate Portion for Term Loan I and (iii) the date and amount of

each payment applied to any Libor Rate Portion for Term Loan I.

Each such annotation shall, in the absence of manifest error, be

conclusive and binding upon the Borrower.  No failure of the Bank

to make and no error by the Bank in making any annotation on such

attached schedule or any such similar schedule or loan account

shall affect the obligation of the Borrower to repay the

principal amount of Term Loan I, the obligation of the Borrower

to pay interest on the outstanding principal amount of Term Loan

I or any other obligation of the Borrower to the Bank pursuant to

this Agreement.



          d.   Repayment.  The Borrower shall repay the principal

amount of Term Loan I to the Bank in 84 installments, with the

first of such installments to become due on the first day of the

first calendar month after the calendar month in which Term Loan

I is made and one of such installments to become due on the first

day of each succeeding calendar month through the first day of

the eighty-fourth calendar month after the calendar month in

which Term Loan I is made, when the Borrower shall repay the

outstanding principal amount of Term Loan I to the Bank and pay

to the Bank all interest payable pursuant to this Agreement in

connection with Term Loan I and remaining unpaid and all other

amounts payable by the Borrower to the Bank pursuant to this

Agreement in connection with Term Loan I and remaining unpaid.

Each of the first 83 of such installments shall be $125,000, and

the last of such installments shall be $4,625,000.



          e.   Optional Repayment in Advance.  Except during any

Libor Rate Period for any Libor Rate Portion for Term Loan I, the

Borrower shall have the option of repaying the outstanding

principal amount of Term Loan I to the Bank in advance in full or

part at any time and from time to time; provided, however, that

(i) the amount of any such repayment in part shall be an integral

multiple of $10,000 and (ii) upon making any such repayment in

full the Borrower shall pay to the Bank all interest payable

pursuant to this Agreement in connection with Term Loan I and

remaining unpaid and all other amounts payable by the Borrower to

the Bank pursuant to this Agreement in connection with Term Loan

I and remaining unpaid.  Each such repayment in part shall be

applied to the installments of the principal amount of Term Loan

I in the inverse order of such installments becoming due.



          f.   Interest.  From and including the date Term Loan I

is made to but not including the date the outstanding principal

amount of Term Loan I is repaid in full, the Borrower shall pay

to the Bank interest, calculated on the basis of a 360-day year

for the actual number of days of each year (365 or 366, as

applicable), on such outstanding principal amount at a rate per

year that shall (i) on each day beginning before the maturity,

whether by acceleration or otherwise, of such outstanding

principal amount be (A) except for any Libor Rate Portion for

Term Loan I if such a day falls in any Libor Rate Period for such

Libor Rate Portion, the rate per year, expressed as a percentage,

that is the rate in effect such day as the Bank's Prime Rate or

(B) for any Libor Rate Portion for Term Loan I if such day falls

in any Libor Rate Period for such Libor Rate Portion, the rate

per year, expressed as a percentage, that is the total of (I)

1 3/4% and (II) the rate obtained by dividing (1) the Libor Rate

for such Libor Rate Period by (2) expressed as a decimal, the

difference between 100% and the maximum percentage of reserve

requirement (including, but not limited to, any emergency,

supplemental or other marginal percentage of reserve requirement)

for such day specified by Regulation D of the Board of Governors

of the Federal Reserve System for the Bank with respect to

eurocurrency liabilities and (ii) on each day subsequent to the

last day described in clause (i) of this sentence be the total of

(A) 3% and (B) the rate per year, expressed as a percentage, that

is the rate in effect such subsequent day as the Bank's Prime

Rate; provided, however, that (1) such interest shall not be

charged as provided in clause (i)(B) of this sentence, and shall

be charged as provided in clause (i)(A) of this sentence, with

respect to any Libor Rate Portion for Term Loan I during any

Libor Rate Period for such Libor Rate Portion if before such

Libor Rate Period begins (a) any Governmental Authority asserts

that it is unlawful, or the Bank determines that it is unlawful,

for the Bank to charge interest with respect to such Libor Rate

Portion during such Libor Rate Period at a rate determined by

reference to a Libor Rate, (b) the Bank determines that

sufficient United States dollar deposits are not available for

such Libor Rate Period to the Bank or any participant in such

Libor Rate Portion to the extent of its interest in such Libor

Rate Portion or (c) the Bank determines that information

necessary to determine the rate to be charged pursuant to such

clause (i)(B) is unavailable, (2) such interest shall cease to be

charged as provided in such clause (i)(B), and shall begin to be

charged as provided in such clause (i)(A), with respect to any

Libor Rate Portion for Term Loan I during any Libor Rate Period

for such Libor Rate Portion if any Governmental Authority asserts

that it is unlawful, or the Bank determines that it is unlawful,

for the Bank to continue to charge interest with respect to such

Libor Rate Portion during such Libor Rate Period at a rate

determined by reference to a Libor Rate, (3) in no event shall

such interest be payable at a rate in excess of the maximum rate

permitted by applicable law and (4) solely to the extent

necessary to result in such interest not being payable at a rate

in excess of such maximum rate, any amount that would be treated

as part of such interest under a final judicial interpretation of

applicable law shall be deemed to have been a mistake and

automatically canceled and, if received by the Bank, shall be

refunded to the Borrower, it being the intention of the Bank and

the Borrower that such interest not be payable at a rate in

excess of such maximum rate.  Except as otherwise provided in

Section 3d or 3e of this Agreement, (i) a payment of such

interest shall become due on the first day of each calendar

month, beginning on the first day of the first calendar month

after the calendar month in which Term Loan I is made, except for

any of such interest payable with respect to any Libor Rate

Portion for Term Loan I for any Libor Rate Period, and (ii) all

of such interest payable with respect to any Libor Rate Portion

for Term Loan I for any Libor Rate Period shall become due on the

day after the last day in such Libor Rate Period.



          g.   Commitment Fee.  Upon the execution and delivery

to the Bank of this Agreement by the Borrower, the Borrower shall

pay to the Bank in connection with Term Loan I a commitment fee

of $75,000.



          h.   Late Charge.  If any of the principal amount of

Term Loan I is not repaid, or any interest payable pursuant to

this Agreement in connection with Term Loan I is not paid, within

ten days after the date it becomes due, whether by acceleration

or otherwise, the Borrower shall pay to the Bank on demand made

by the Bank a late charge of the greater of (i) 5% thereof or

(ii) $50.



          i.   General Provisions as to Repayment and Payment.

Repayment of the principal amount of Term Loan I, payment of all

interest payable pursuant to this Agreement in connection with

Term Loan I and payment of all other amounts payable by the

Borrower to the Bank pursuant to this Agreement in connection

with Term Loan I shall be made in lawful money of the United

States and immediately available funds at the banking office of

the Bank located at One Fountain Plaza, Buffalo, New York, or at

such other office of the Bank as may at any time and from time to

time be specified in any notice given to the Borrower by the

Bank.  Such repayment or payment shall be made without any setoff

or counterclaim and free and clear of and without any deduction

or withholding for any tax, assessment, fee, charge, fine or

penalty imposed by any Governmental Authority; provided, however,

that, if such deduction or withholding is required by any Law,

(i) such repayment or payment shall include such additional

amount as is necessary to result in the net amount of such

repayment or payment after such deduction or withholding not

being less than the amount of such repayment or payment without

such deduction or withholding, (ii) the Borrower shall make such

deduction or withholding and (iii) the Borrower shall pay the

amount of such deduction or withholding as required by such Law.

No such repayment or payment shall be deemed to have been

received by the Bank until received by the Bank at the office of

the Bank determined in accordance with the second preceding

sentence, and any such repayment or payment received by the Bank

at such office after 2:00 p.m. eastern United States time on any

day shall be deemed to have been received by the Bank at the time

such office opens for business on the next business day of the

Bank.  If the time by which any of the principal amount of Term

Loan I is to be repaid is extended by operation of law or

otherwise, the Borrower shall pay interest on the outstanding

portion thereof during such period of extension as provided in

Section 3f of this Agreement.



          j.   Libor Rate Election.  At any time and from time to

time, the Borrower may irrevocably make a Libor Rate Election

relating to Term Loan I that specifies (i) the Libor Rate

Business Day that is to be the Libor Rate Period Commencement

Date for the Libor Rate Period elected pursuant to such Libor

Rate Election, (ii) whether a one-month, two-month, three-month

or six-month option is elected as to the length of such Libor

Rate Period and (iii) expressed as a dollar amount, the portion

of the outstanding principal amount of Term Loan I to which such

Libor Rate Election relates; provided, however, that (I) such

Libor Rate Period may not extend beyond the date the last

installment of the principal amount of Term Loan I is scheduled

to become due, (II) such Libor Rate Election may not change any

election made pursuant to any prior Libor Rate Election and

(III) such Libor Rate Election need not be honored by the Bank if

(1) such Libor Rate Election is received by the Bank more than

five or less than three Libor Rate Business Days before such

Libor Rate Period Commencement Date, (2) any Event of Default

occurs or exists before or on such Libor Rate Period Commencement

Date or (3) the dollar amount specified in clause (iii) of this

sentence is not at least $100,000.  Each Libor Rate Period shall

end on the day before the numerically corresponding day (or, if

there is no numerically corresponding day, the last day) of the

calendar month that is the number of months (one month, two

months, three months or six months) corresponding to the option

elected pursuant to such Libor Rate Election, except that, if

such numerically corresponding day (or such last day) is not a

Libor Rate Business Day, such Libor Rate Period shall end on the

day before the first Libor Rate Business Day following such

numerically corresponding day (or such last day) unless such

first Libor Rate Business Day does not fall in the same calendar

month as such numerically corresponding day (or such last day),

in which case such Libor Rate Period shall end on the day before

the Libor Rate Business Day immediately preceding such

numerically corresponding day (or such last day).  The Bank may

treat as made by the Borrower and rely upon, and the Borrower

shall be bound by, any Libor Rate Election relating to Term

Loan I that the Bank believes in good faith to be valid and to

have been made in the name or on behalf of the Borrower by any

officer of the Borrower, and the Bank shall not incur any

liability to the Borrower or any other Person as a direct or

indirect result of honoring such Libor Rate Election.



          4.   TERM LOAN II.



          a.   Making and Obtaining Term Loan II.  Upon and

subject to each term and condition of this Agreement, on the

Revolving Loan Maturity Date, the Bank shall make Term Loan II to

the Borrower, and the Borrower shall obtain Term Loan II from the

Bank.  The principal amount of Term Loan II shall be equal to the

lesser of (i) the aggregate outstanding principal amounts of all

Revolving Loans or (ii) $12,000,000.



          b.   Term Loan II Note.  The Bank shall set forth on

the schedule attached to and made a part of the Term Loan II Note

referred to in clause (iii) of Section 5d of this Agreement or

any similar schedule or loan account (including, but not limited

to, any similar schedule or loan account maintained in

computerized records) annotations evidencing (i) each Libor Rate

Portion for Term Loan II, (ii) each Libor Rate Period, Libor Rate

Period Commencement Date, Libor Rate and rate of interest for

each Libor Rate Portion for Term Loan II and (iii) the date and

amount of each payment applied to any Libor Rate Portion for Term

Loan II.  Each such annotation shall, in the absence of manifest

error, be conclusive and binding upon the Borrower.  No failure

of the Bank to make and no error by the Bank in making any

annotation on such attached schedule or any such similar schedule

or loan account shall affect the obligation of the Borrower to

repay the principal amount of Term Loan II, the obligation of the

Borrower to pay interest on the outstanding principal amount of

Term Loan II or any other obligation of the Borrower to the Bank

pursuant to this Agreement.



          c.   Repayment.  The Borrower shall repay the principal

amount of Term Loan II to the Bank in 48 installments, with the

first of such installments to become due on the first day of the

first calendar month after the calendar month in which Term Loan

II is made and one of such installments to become due on the

first day of each succeeding calendar month through the first day

of the forty-eighth calendar month after the calendar month in

which Term Loan II is made, when the Borrower shall repay the

outstanding principal amount of Term Loan II to the Bank and pay

to the Bank all interest payable pursuant to this Agreement in

connection with Term Loan II and remaining unpaid and all other

amounts payable by the Borrower to the Bank pursuant to this

Agreement in connection with Term Loan II and remaining unpaid.

Such installments shall either be equal in amount or consist of

installments equal in amount followed by one installment as

nearly equal in amount to the others as possible.



          d.   Optional Repayment in Advance.  Except during any

Libor Rate Period for any Libor Rate Portion for Term Loan II,

the Borrower shall have the option of repaying the outstanding

principal amount of Term Loan II to the Bank in advance in full

or part at any time and from time to time; provided, however,

that (i) the amount of any such repayment in part shall be an

integral multiple of $10,000 and (ii) upon making any such

repayment in full the Borrower shall pay to the Bank all interest

payable pursuant to this Agreement in connection with Term Loan

II and remaining unpaid and all other amounts payable by the

Borrower to the Bank pursuant to this Agreement in connection

with Term Loan II and remaining unpaid.  Each such repayment in

part shall be applied to the installments of the principal amount

of Term Loan II in the inverse order of such installments

becoming due.



          e.   Interest.  From and including the date Term Loan

II is made to but not including the date the outstanding

principal amount of Term Loan II is repaid in full, the Borrower

shall pay to the Bank interest, calculated on the basis of a 360-

day year for the actual number of days of each year (365 or 366,

as applicable), on such outstanding principal amount at a rate

per year that shall (i) on each day beginning before the

maturity, whether by acceleration or otherwise, of such

outstanding principal amount be (A) except for any Libor Rate

Portion for Term Loan II if such a day falls in any Libor Rate

Period for such Libor Rate Portion, the rate per year, expressed

as a percentage, that is the rate in effect such day as the

Bank's Prime Rate or (B) for any Libor Rate Portion for Term Loan

II if such day falls in any Libor Rate Period for such Libor Rate

Portion, the rate per year, expressed as a percentage, that is

the total of (I) 1 3/4% and (II) the rate obtained by dividing

(1) the Libor Rate for such Libor Rate Period by (2) expressed as

a decimal, the difference between 100% and the maximum percentage

of reserve requirement (including, but not limited to, any

emergency, supplemental or other marginal percentage of reserve

requirement) for such day specified by Regulation D of the Board

of Governors of the Federal Reserve System for the Bank with

respect to eurocurrency liabilities and (ii) on each day

subsequent to the last day described in clause (i) of this

sentence be the total of (A) 3% and (B) the rate per year,

expressed as a percentage, that is the rate in effect such

subsequent day as the Bank's Prime Rate; provided, however, that

(1) such interest shall not be charged as provided in clause

(i)(B) of this sentence, and shall be charged as provided in

clause (i)(A) of this sentence, with respect to any Libor Rate

Portion for Term Loan II during any Libor Rate Period for such

Libor Rate Portion if before such Libor Rate Period begins (a)

any Governmental Authority asserts that it is unlawful, or the

Bank determines that it is unlawful, for the Bank to charge

interest with respect to such Libor Rate Portion during such

Libor Rate Period at a rate determined by reference to a Libor

Rate, (b) the Bank determines that sufficient United States

dollar deposits are not available for such Libor Rate Period to

the Bank or any participant in such Libor Rate Portion to the

extent of its interest in such Libor Rate Portion or (c) the Bank

determines that information necessary to determine the rate to be

charged pursuant to such clause (i)(B) is unavailable, (2) such

interest shall cease to be charged as provided in such clause

(i)(B), and shall begin to be charged as provided in such clause

(i)(A), with respect to any Libor Rate Portion for Term Loan II

during any Libor Rate Period for such Libor Rate Portion if any

Governmental Authority asserts that it is unlawful, or the Bank

determines that it is unlawful, for the Bank to continue to

charge interest with respect to such Libor Rate Portion during

such Libor Rate Period at a rate determined by reference to a

Libor Rate, (3) in no event shall such interest be payable at a

rate in excess of the maximum rate permitted by applicable law

and (4) solely to the extent necessary to result in such interest

not being payable at a rate in excess of such maximum rate, any

amount that would be treated as part of such interest under a

final judicial interpretation of applicable law shall be deemed

to have been a mistake and automatically canceled and, if

received by the Bank, shall be refunded to the Borrower, it being

the intention of the Bank and the Borrower that such interest not

be payable at a rate in excess of such maximum rate.  Except as

otherwise provided in Section 4c or 4d of this Agreement, (i) a

payment of such interest shall become due on the first day of

each calendar month, beginning on the first day of the first

calendar month after the calendar month in which Term Loan II is

made, except for any of such interest payable with respect to any

Libor Rate Portion for Term Loan II for any Libor Rate Period,

and (ii) all of such interest payable with respect to any Libor

Rate Portion for Term Loan II for any Libor Rate Period shall

become due on the day after the last day in such Libor Rate

Period.



          f.   Late Charge.  If any of the principal amount of

Term Loan II is not repaid, or any interest payable pursuant to

this Agreement in connection with Term Loan II is not paid,

within ten days after the date it becomes due, whether by

acceleration or otherwise, the Borrower shall pay to the Bank on

demand made by the Bank a late charge of the greater of (i) 5%

thereof or (ii) $50.



          g.   General Provisions as to Repayment and Payment.

Repayment of the principal amount of Term Loan II, payment of all

interest payable pursuant to this Agreement in connection with

Term Loan II and payment of all other amounts payable by the

Borrower to the Bank pursuant to this Agreement in connection

with Term Loan II shall be made in lawful money of the United

States and immediately available funds at the banking office of

the Bank located at One Fountain Plaza, Buffalo, New York, or at

such other office of the Bank as may at any time and from time to

time be specified in any notice given to the Borrower by the

Bank.  Such repayment or payment shall be made without any setoff

or counterclaim and free and clear of and without any deduction

or withholding for any tax, assessment, fee, charge, fine or

penalty imposed by any Governmental Authority; provided, however,

that, if such deduction or withholding is required by any Law,

(i) such repayment or payment shall include such additional

amount as is necessary to result in the net amount of such

repayment or payment after such deduction or withholding not

being less than the amount of such repayment or payment without

such deduction or withholding, (ii) the Borrower shall make such

deduction or withholding and (iii) the Borrower shall pay the

amount of such deduction or withholding as required by such Law.

No such repayment or payment shall be deemed to have been

received by the Bank until received by the Bank at the office of

the Bank determined in accordance with the second preceding

sentence, and any such repayment or payment received by the Bank

at such office after 2:00 p.m. eastern United States time on any

day shall be deemed to have been received by the Bank at the time

such office opens for business on the next business day of the

Bank.  If the time by which any of the principal amount of Term

Loan II is to be repaid is extended by operation of law or

otherwise, the Borrower shall pay interest on the outstanding

portion thereof during such period of extension as provided in

Section 4e of this Agreement.



          h.   Libor Rate Election.  At any time and from time to

time, the Borrower may irrevocably make a Libor Rate Election

relating to Term Loan II that specifies (i) the Libor Rate

Business Day that is to be the Libor Rate Period Commencement

Date for the Libor Rate Period elected pursuant to such Libor

Rate Election, (ii) whether a one-month, two-month, three-month

or six-month option is elected as to the length of such Libor

Rate Period and (iii) expressed as a dollar amount, the portion

of the outstanding principal amount of Term Loan II to which such

Libor Rate Election relates; provided, however, that (I) such

Libor Rate Period may not extend beyond the date the last

installment of the principal amount of Term Loan II is scheduled

to become due, (II) such Libor Rate Election may not change any

election made pursuant to any prior Libor Rate Election and

(III) such Libor Rate Election need not be honored by the Bank if

(1) such Libor Rate Election is received by the Bank more than

five or less than three Libor Rate Business Days before such

Libor Rate Period Commencement Date, (2) any Event of Default

occurs or exists before or on such Libor Rate Period Commencement

Date or (3) the dollar amount specified in clause (iii) of this

sentence is not at least $100,000.  Each Libor Rate Period shall

end on the day before the numerically corresponding day (or, if

there is no numerically corresponding day, the last day) of the

calendar month that is the number of months (one month, two

months, three months or six months) corresponding to the option

elected pursuant to such Libor Rate Election, except that, if

such numerically corresponding day (or such last day) is not a

Libor Rate Business Day, such Libor Rate Period shall end on the

day before the first Libor Rate Business Day following such

numerically corresponding day (or such last day) unless such

first Libor Rate Business Day does not fall in the same calendar

month as such numerically corresponding day (or such last day),

in which case such Libor Rate Period shall end on the day before

the Libor Rate Business Day immediately preceding such

numerically corresponding day (or such last day).  The Bank may

treat as made by the Borrower and rely upon, and the Borrower

shall be bound by, any Libor Rate Election relating to Term Loan

II that the Bank believes in good faith to be valid and to have

been made in the name or on behalf of the Borrower by any officer

of the Borrower, and the Bank shall not incur any liability to

the Borrower or any other Person as a direct or indirect result

of honoring such Libor Rate Election.



          5.   PREREQUISITES TO LOAN.  The obligation of the Bank

to make any Loan shall be conditioned upon the following:



          a.   No Default.  (i) There not having occurred or

existed at any time during the period beginning on the date of

this Agreement and ending at the time such Loan is to be made and

there not existing at the time such Loan is to be made any Event

of Default or Potential Event of Default that has not been waived

by the Bank in writing or cured and (ii) the Bank not believing

in good faith that any Event of Default or Potential Event of

Default has so occurred or existed, so exists or, if such Loan is

made, will occur or exist;



          b.   Representations and Warranties.  (i) Each

representation and warranty made in this Agreement being true and

correct in each material respect as of the date of this Agreement

and, except to the extent updated in a certificate executed by

the President or a Vice President of the Borrower and the chief

financial officer of the Borrower and received by the Bank before

the time such Loan is to be made, as of such time, (ii) each

other representation and warranty made to the Bank by or on

behalf of any Related Entity or Other Obligor before the time

such Loan is to be made being true and correct in each material

respect as of the date thereof, (iii) each financial statement

provided to the Bank by or on behalf of any Related Entity or

Other Obligor before the time such Loan is to be made being true

and correct in each material respect as of the date thereof and

(iv) the Bank not believing in good faith that (A) any such

representation or warranty, except to the extent so updated, was

or is other than true and correct in each material respect as of

any date or time of determination of the truth or correctness

thereof, (B) any event or condition the occurrence, non-

occurrence, existence or non-existence of which is a subject of

any such representation or warranty would or might have any

Material Adverse Effect or (C) any such financial statement was

other than true and correct in each material respect as of the

date thereof;



          c.   Proceedings.  The Bank being satisfied as to each

corporate or other proceeding in connection with any transaction

contemplated by this Agreement; and



          d.   Receipt by Bank.  The receipt by the Bank at or

before the time such Loan is to be made of the following, in form

and substance satisfactory to the Bank:



          i.   If such Loan is the first Revolving Loan, a

     Revolving Loan Note,

appropriately completed and duly executed by the Borrower;



    ii.  If such Loan is Term Loan I, a Term Loan I Note,

appropriately

completed and duly executed by the Borrower;



          iii. If such Loan is Term Loan II, a Term Loan II Note,

     appropriately

completed and duly executed by the Borrower;



          iv.  If such Loan is a Revolving Loan, a request for

such Loan determined by the Bank to meet the requirements for

such a request set forth in Section 2a of this Agreement;



          v.   If such Loan is the first Loan, Continuing,

Absolute and Unconditional Guaranty Agreements, appropriately

completed and duly executed by Comptek and the Post-Acquisition

Subsidiaries, guaranteeing, without any limitation as to amount,

the payment of all indebtedness and other obligations of the

Borrower or Comptek Federal to the Bank, whether now existing or

hereafter arising or accruing, and (B) whether or not such Loan

is the first Loan, evidence that neither any such Continuing,

Absolute and Unconditional Guaranty Agreement nor any guaranty

agreement referred to in clause (i) of Section 7r of this

Agreement has been terminated as provided therein;



          vi.  (A) If such Loan is the first Loan, General

Security Agreements, appropriately completed and duly executed by

the Borrower and the Post-Acquisition Subsidiaries, securing,

without any limitation as to amount, the payment of all

indebtedness and other obligations of the Borrower or Comptek

Federal to the Bank, whether now existing or hereafter arising or

accruing, and (B) whether or not such Loan is the first Loan,

evidence that neither any such General Security Agreement nor any

security agreement referred to in clause (ii) of Section 7r of

this Agreement has been terminated as provided therein;



          vii. (A) If such Loan is the first Loan, a Patent

Collateral Assignment and Security Agreement, appropriately

completed and duly executed by Comptek Federal, securing, without

any limitation as to amount, the payment of all indebtedness and

other obligations of the Borrower to the Bank, whether now

existing or hereafter arising or accruing, and covering, among

other assets, all patents and applications for patents of Comptek

Federal and (B) whether or not such Loan is the first Loan,

evidence that neither such Patent Collateral Assignment and

Security Agreement nor any patent collateral assignment and

security agreement referred to in clause (iii) of Section 7r of

this Agreement has been terminated as provided therein;



          viii.     (A) If such Loan is the first Loan, Trademark

Collateral Assignment and Security Agreements, appropriately

completed and duly executed by the Borrower and Comptek Federal,

securing, without any limitation as to amount, the payment of all

indebtedness and other obligations of the Borrower to the Bank,

whether now existing or hereafter arising or accruing, and

covering, among other assets, all trademarks and applications for

trademarks of the Borrower and Comptek Federal and (B) whether or

not such Loan is the first Loan, evidence that neither either

such Trademark Collateral Assignment and Security Agreement nor

any trademark collateral assignment and security agreement

referred to in clause (iv) of Section 7r of this Agreement has

been terminated as provided therein;



          ix.  If such Loan is the first Loan, an Assignment of

Representations, Warranties, Covenants and Indemnities,

appropriately completed and duly executed by the Borrower,

securing, without any limitation as to amount, the payment of all

indebtedness and other obligations of the Borrower to the Bank,

whether now existing or hereafter arising or accruing, and

covering representations, warranties, covenants and indemnities

pursuant to any Acquisition Agreement;



          x.   If such Loan is the first Loan, General

Subordination Agreements, appropriately completed and duly

executed by James N. Agamaite, Richard A. Bos, Allan D. Crane,

Daniel T. Doherty and Lawrence M. Schadegg, applicable to,

without any limitation as to amount, the payment of all

indebtedness and other obligations of the Borrower to the Bank,

whether now existing or hereafter arising or accruing, together

with (I) Borrower's Agreements, appropriately completed and duly

executed by the Borrower, and (II) each agreement, instrument and

other writing evidencing any indebtedness or other obligation

covered by any such General Subordination Agreement, and (B)

whether or not such Loan is the first Loan, evidence that no such

General Subordination Agreement has been terminated as provided

therein;



          xi.  If such Loan is the first Loan, an opinion of

Christopher A. Head, internal counsel to the Borrower;



          xii. If such Loan is the first Loan, a certificate

executed by the President or a Vice President of the Borrower and

the chief financial officer of the Borrower and stating that (A)

there did not occur or exist at any time during the period

beginning on the date of this Agreement and ending at the time

such Loan is to be made and there does not exist at the time such

Loan is to be made any Event of Default or Potential Event of

Default and (B) each representation and warranty made in this

Agreement was true and correct in each material respect as of all

times during the period beginning on the date of this Agreement

and ending at the time such Loan is to be made and is true and

correct in each material respect as of the time such Loan is to

be made, except to the extent updated in a certificate executed

by the President or a Vice President of the Borrower and the

chief financial officer of the Borrower and received by the Bank

before the time such Loan is to be made;



          xiii.     If such Loan is the first Loan, evidence that

each Related Entity is at the time such Loan is to be made (A) in

good standing under the law of the jurisdiction in which it is

organized and (B) duly qualified and in good standing as a

foreign Person of its type authorized to do business in each

jurisdiction in which such qualification is necessary;



          xiv. If such Loan is the first Loan, a copy of each

certificate or articles of incorporation or organization, by-

laws, operating or partnership agreement or other charter,

organizational or governing document of each Related Entity

certified by its Secretary or a Person having functions with

respect to it similar to those of the Secretary of a corporation

to be complete and accurate at the time such Loan is to be made;



          xv.  If such Loan is the first Loan, evidence of the

taking and the continuation in full force and effect at the time

such Loan is to be made of each corporate or other action of any

Related Entity necessary to authorize the obtaining of all Loans

by the Borrower, the execution, delivery to the Bank and perfor

mance of each Loan Document by each Person other than the Bank

who or that is contemplated by such Loan Document as a party

thereto and the imposition or creation of each security interest,

mortgage and other lien and encumbrance imposed or created

pursuant to any Loan Document;



          xvi. If such Loan is the first Loan, evidence (A) that

no asset subject to any security interest, mortgage or other lien

or encumbrance pursuant to any Loan Document is at the time such

Loan is to be made subject to any other security interest,

mortgage or other lien or encumbrance, except for Permitted

Liens, and (B) of the making of each recording and filing, and

the taking of each other action, deemed necessary or desirable by

the Bank at the sole option of the Bank to perfect or otherwise

establish, preserve or protect the priority of any such security

interest, mortgage or other lien or encumbrance;



          xvii.     If such Loan is the first Loan, evidence that

each requirement contained in any Loan Document with respect to

insurance is being met at the time such Loan is to be made;



          xviii.    Each additional agreement, instrument and

other writing (including, but not limited to, (A) each agreement,

instrument and other writing intended to be filed or recorded

with any Governmental Authority to perfect or otherwise

establish, preserve or protect the priority of any security

interest, mortgage or other lien or encumbrance created or

imposed pursuant to any Loan Document and (B) if such Loan is not

the first Loan, each item referred to in any of clauses (i)

through (xvii) of this Section 5d) required by any Loan Document

or deemed necessary or desirable by the Bank at the sole option

of the Bank;



          xix. Payment of all costs and expenses payable pursuant

to Section 10a of this Agreement at or before the time such Loan

is to be made; and



          xx.  Immediately available funds equal to the portion

of the principal amount of such Loan representing the interest of

any participant in the indebtedness of the Borrower pursuant to

this Agreement arising from such Loan.



          6.   REPRESENTATIONS AND WARRANTIES.  Except as fully

and accurately described in Exhibit A attached to and made a part

of this Agreement, the Borrower represents and warrants to the

Bank, and, except to the extent updated in a certificate executed

by the President or a Vice President of the Borrower and the

chief financial officer of the Borrower and received by the Bank

before the time any Loan is made, the Borrower shall be deemed to

represent and warrant to the Bank as of such time, as follows:



          a.   Use of Proceeds.  The proceeds of each Revolving

Loan will be used only (i) for working capital of the Borrower,

(ii) for a loan advance by the borrower to Federal to be used to

pay existing indebtedness of Federal to the Bank, (iii) for loans

and advance by the Borrower to any other Related Entity to be

used for working capital of such other Related Entity and (iv) to

finance the Acquisition.  The proceeds of Term Loan I will be

used only to finance the Acquisition.  The proceeds of Term Loan

II will be used only to pay the outstanding principal amounts of

all Revolving Loans.



          b.   Consummation of Acquisition.  The Acquisition is

being consummated simultaneously with the making of the first

Revolving Loan and Term Loan I in accordance with each material

requirement of any Acquisition Document, except insofar as agreed

to by the Bank in writing prior to such consummation.



          c.   Subsidiaries; Affiliates.   The Borrower has

(i) no Subsidiary or (ii) no Affiliate that is not an individual.



          d.   Good Standing; Qualification; Authority.  Each

Related Entity (i) is duly organized, validly existing and in

good standing under the law of the jurisdiction in which it is

organized, (ii) is duly qualified and in good standing as a

foreign Person of its type authorized to do business in each

jurisdiction in which such qualification is necessary and (iii)

has the power and authority to conduct its business and

operations as now and as anticipated that its business and

operations will hereafter be conducted, own each of its assets

and use each of its assets as now and as anticipated that such

asset will hereafter be used.



          e.   Control.  There is no Person other than all

Related Entities who or that, insofar as any Related Entity has

knowledge or reason to know, has (i) Control over any Related

Entity or (ii) the right pursuant to any agreement with any

Person having such Control to acquire such Control.



          f.   Compliance.  The present and anticipated conduct

of the business and operations of each Related Entity, the

present and anticipated ownership and use of each asset of each

Related Entity, the present and anticipated use of each asset

leased by any Related Entity as a lessee and the generation,

treatment, storage, recycling, transportation and disposal by any

Related Entity of any Hazardous Material are in compliance in

each material respect with each applicable Law (including, but

not limited to, each applicable Environmental Law).  Each

trademark, service mark, trade name, patent, copyright, license

and franchise, and each authorization, certification,

certificate, approval, permit and consent from, registration and

filing with, declaration, report and notice to and other act by

or relating to any Person necessary for the present or

anticipated conduct of the business or operations of any Related

Entity, the present or anticipated ownership or use of any asset

of any Related Entity, the present or anticipated use of any

asset leased by any Related Entity as a lessee or the generation,

treatment, storage, recycling, transportation or disposal by any

Related Entity of any Hazardous Material has been duly obtained,

made, given or done and is in full force and effect.  Each

Related Entity (i) has taken or caused to be taken each action

necessary to preserve and protect each such trademark, service

mark, trade name, patent, copyright, license and franchise with

respect to it and (ii) is in compliance in each material respect

with (A) each such authorization, certification, certificate,

approval, permit and consent with respect to it, (B) each

certificate or articles of incorporation or organization,

by?laws, operating or partnership agreement or other charter,

organizational or governing document of it and (C) each agreement

and instrument to which it is a party or by which it or any of

its assets is bound.



          g.   Environmental Matters.  To the best of the

knowledge of each Related Entity after due inquiry:



          i.   There has not been any Release or threatened

Release of any Hazardous Material at, in, on or under any

property now or previously owned, leased as a lessee or used by

any Related Entity that, whether alone or together with any other

such Release or threatened Release or other such Releases and

threatened Releases, has had or (so far as any Related Entity can

foresee) will or might have any Material Adverse Effect;



          ii.  No property now or previously owned, leased as a

lessee or used by any Related Entity and no property to or from

which any Related Entity has transported or arranged for the

transportation of any Hazardous Material has been listed or

proposed for listing on the National Priorities List pursuant to

CERCLA, the Comprehensive Environmental Response, Compensation

and Liability Information System or any other list of sites

requiring investigation or clean-up that is maintained by any

Governmental Authority, except for any such listing that could

not have any Material Adverse Effect;



          iii. There is no active or abandoned underground

storage tank at, in, on or under any property now or previously

owned, leased as a lessee or used by any Related Entity that,

whether alone or together with any other such storage tank or

other such storage tanks, has had or (so far as any Related

Entity can foresee) will or might have any Material Adverse

Effect;



          iv.  There is no polychlorinated biphenyl or friable

asbestos present at, in, on or under any property now or

previously owned, leased as a lessee or used by any Related

Entity that, whether alone or together with any other such

polychlorinated biphenyl, other such polychlorinated biphenyls or

any other friable asbestos, has had or (so far as any Related

Entity can foresee) will or might have any Material Adverse

Effect; and



          v.   There exists no condition at, in, on or under any

property now or previously owned, leased as a lessee or used by

any Related Entity that, after notice, lapse of time or both

notice and lapse of time, would or might give rise to any

material liability under any Environmental Law.



          h.   Legality.  The obtaining of each Loan by the

Borrower (i) is and will be in furtherance of the purposes of the

Borrower and within the power and authority of the Borrower, (ii)

does not and will not (A) violate or result in any violation of

any Law or any judgment, order or award of any Governmental

Authority or arbitrator or (B) violate, result in any violation

of, constitute (whether immediately or after notice, lapse of

time or both notice and lapse of time) any default under or

result in or require the imposition or creation of any security

interest in or mortgage or other lien or encumbrance upon any

asset of the Borrower pursuant to (I) the certificate or articles

of incorporation or other charter document of the Borrower, (II)

the by-laws or other organizational document of the Borrower,

(III) any shareholder agreement, voting trust or similar

arrangement applicable to any stock of the Borrower, (IV) any

resolution or other action of record of the shareholders or board

of directors of the Borrower or (V) any agreement or instrument

to which the Borrower is a party or by which the Borrower or any

asset of the Borrower is bound and (iii) has been duly authorized

by each necessary action of the shareholders or board of

directors of the Borrower.  The execution, delivery to the Bank

and performance of each Loan Document by each Person other than

the Bank who or that is contemplated by such Loan Document as a

party thereto and the imposition or creation of each security

interest, mortgage and other lien and encumbrance imposed or

created pursuant thereto (i) do not and will not (A) violate or

result in any violation of any Law or any judgment, order or

award of any Governmental Authority or arbitrator or (B) violate,

result in any violation of, constitute (whether immediately or

after notice, lapse of time or both notice and lapse of time) any

default under or, other than pursuant to any Loan Document,

result in or require the imposition or creation of any security

interest in or mortgage or other lien or encumbrance upon any

asset of such Person pursuant to any agreement or instrument to

which such Person is a party or by which such Person or any asset

of such Person is bound and (ii) if such Person is not an

individual, (A) are and will be in furtherance of the purposes of

such Person and within the power and authority of such Person,

(B) do not and will not violate, result in any violation of or

result in or require the imposition or creation of any security

interest in or mortgage or other lien or encumbrance upon any

asset of such Person pursuant to (I) any certificate or articles

of incorporation or organization, by-laws, operating or

partnership agreement or other charter, organizational or

governing document of such Person, (II) any shareholder

agreement, voting trust or similar arrangement applicable to any

stock of or other ownership interest in such Person or (III) any

resolution or other action of record of any such shareholders or

members of such Person, any board of directors or trustees of

such Person or any other Person responsible for governing such

Person and (C) have been duly authorized by each necessary action

of any such shareholders, members, board of directors or trustees

or other Person.  Each authorization, certification, certificate,

approval, permit, consent, franchise and license from,

registration and filing with, declaration, report and notice to

and other act by or relating to any Person required as a

condition of the obtaining of any Loan by the Borrower, the

execution, delivery to the Bank or performance of any Loan

Document by any Person other than the Bank who or that is

contemplated by such Loan Document as a party thereto or the

imposition or creation of any security interest, mortgage or

other lien or encumbrance imposed or created pursuant to any Loan

Document has been duly obtained, made, given or done and is in

full force and effect.  Each Loan Document has been duly executed

and delivered to the Bank by each Person other than the Bank who

or that is contemplated by such Loan Document as a party thereto.



          i.   Acquisition Documents.  The Borrower has

heretofore delivered to the Bank a correct and complete copy of

the Stock Purchase Agreement referred to in clause (i) of Section

1c of this Agreement.



          j.   No Waiver or Default.  The Borrower (i) except

with the prior written consent of the Bank, has not waived any

condition of the Borrower's obligation to consummate the

Acquisition and (ii) is not and will not be in default in any

material respect under any Acquisition Document.



          k.   Representations and Warranties.  (i) Each

representation and warranty made in any Acquisition Document by

the Borrower is true and correct in each material respect, and

(ii) each representation and warranty made in any Acquisition

Document by any party other than the Borrower is, to the best of

the knowledge of the Borrower, true and correct.



          l.   Fiscal Year.  The fiscal year of each Related

Entity is the year ending March 31.



          m.   Financial Information.  The Borrower has

heretofore delivered to the Bank a copy of Form 10-Q Report of

the Borrower filed with the Securities and Exchange Commission on

February 9, 1998 and a copy of each of the following financial

statements:



          i.   Audited consolidated statements of income and cash

flows of the Borrower for its fiscal year ended March 31, 1997;



          ii.  An audited consolidated balance sheet of the

Borrower dated as of March 31, 1997;



          iii. Unaudited consolidated statements of income and

cash flows of the Borrower for its fiscal quarter ended March 31,

1998;



          iv.  An unaudited consolidated balance sheet of the

Borrower dated as of March 31, 1998;



          v.   Audited consolidated statements of income and cash

flows of PRB for its fiscal year ended December 31, 1997;



          vi.  An audited consolidated balance sheet of PRB dated

as of December 31, 1997;



          vii. Unaudited consolidated statements of income and

cash flows of PRB for its fiscal quarter ended March 31, 1998;

and



          viii.      An unaudited consolidated balance sheet of

PRB dated as of March 31, 1998.



Each such financial statement of the Borrower (i) is correct and

complete in each material respect, (ii) is in accordance with the

records of each Person that is a Related Entity on the date

thereof, (iii) presents fairly (subject to normal and nonmaterial

year-end adjustments if the fiscal period covered thereby is not

a fiscal year of the Borrower or the date thereof is not the last

day of such a fiscal year) the results of the consolidated

operations and consolidated cash flows of the Borrower for the

fiscal period covered thereby, or the consolidated financial

position of the Borrower as of the date thereof, in conformity

with generally accepted accounting principles applied consistent

ly with the application of such principles with respect to the

preceding fiscal period of the Borrower and (iv) if a balance

sheet, reflects each indebtedness and other obligation of any

Person that is a Related Entity on the date thereof as of such

date that has had or (so far as any such Person can foresee) will

or might have any Material Adverse Effect.  To the best of the

knowledge of each Related Entity after due inquiry, each such

financial statement of PRB (i) is correct and complete in each

material respect, (ii) is in accordance with the records of PRB,

(iii) presents fairly (subject to normal and nonmaterial year-end

adjustments if the fiscal period covered thereby is not a fiscal

year of PRB or the date thereof is not the last day of such a

fiscal year) the results of the consolidated operations and

consolidated cash flows of PRB for the fiscal period covered

thereby, or the consolidated financial position of PRB as of the

date thereof, in conformity with generally accepted accounting

principles applied consistently with the application of such

principles with respect to the preceding fiscal period of PRB and

(iv) if a balance sheet, reflects each indebtedness and other

obligation of PRB as of the date thereof that has had or (so far

as PRB could foresee) will or might have any Material Adverse

Effect.



          n.   Material Adverse Effects; Distributions.  Since

March 31, 1998, (i) there has not occurred or existed any event

or condition that has had or (so far as any Related Entity can

foresee) will or might have any Material Adverse Effect, and (ii)

no Related Entity has declared, paid, made or agreed or otherwise

incurred any obligation to declare, pay or make any Distribution.



          o.   Tax Returns and Payments.  Each Related Entity has

duly (i) filed each tax return required to be filed by it and

(ii) paid or caused to be paid each tax, assessment, fee, charge,

fine and penalty that has been imposed by any Governmental

Authority upon it or any of its assets, income and franchises and

has become due.



          p.   Certain Indebtedness.  No Related Entity has any

indebtedness or other obligation (i) arising from the borrowing

of any money or the deferral of the payment of the purchase price

of any asset or (ii) pursuant to any guaranty or other contingent

obligation (including, but not limited to, any obligation to

(A) maintain the net worth of any other Person, (B) purchase or

otherwise acquire or assume any indebtedness or other obligation

or (C) provide funds for or otherwise assure the payment of any

indebtedness or other obligation, whether by means of any

investment, by means of any purchase, sale or other acquisition

or disposition of any asset or service or otherwise), except for

indebtedness and other obligations (I) to the Bank, (II)

constituting unsecured normal trade debt incurred upon customary

terms in the ordinary course of its business or (III) arising

from the endorsement in the ordinary course of its business of

any check or other negotiable instrument for deposit or

collection.



          q.   Pension Obligations.  No Pension Plan was or is a

multiemployer plan, as such term is defined in Section 3(37) of

ERISA.  The present value of all benefits vested under any

Pension Plan does not exceed the value of the assets of such

Pension Plan allocable to such vested benefits.  Since

September 2, 1974, (i) no Prohibited Transaction that could

subject any Pension Plan to any tax or penalty imposed pursuant

to the Internal Revenue Code or ERISA has been engaged in by any

Pension Plan, (ii) there has not occurred or existed with respect

to any Pension Plan any Reportable Event or Accumulated Funding

Deficiency or any event or condition that (A) but for a waiver by

the Internal Revenue Service would constitute an Accumulated

Funding Deficiency, (B) after notice, lapse of time or both

notice and lapse of time will or might constitute a Reportable

Event or (C) constituted or will or might constitute grounds for

the institution by the Pension Benefit Guaranty Corporation of

any proceeding under ERISA seeking the termination of such

Pension Plan or the appointment of a trustee to administer such

Pension Plan, (iii) no Pension Plan has been terminated, (iv) no

trustee has been appointed by a United States District Court to

administer any Pension Plan, (v) no proceeding seeking the

termination of any Pension Plan or the appointment of a trustee

to administer any Pension Plan has been instituted, and (vi) no

Related Entity has made any complete or partial withdrawal from

any Pension Plan.



          r.   Leases.  No Related Entity is obligated (whether

as a lessee or otherwise) pursuant to any capital or operating

Lease.  Each capital or operating lease pursuant to which any

Related Entity is obligated (whether as a lessee or otherwise)

entitles each lessee thereunder to undisturbed possession of each

asset leased thereby during the full term thereof.



          s.   Assets; Liens and Encumbrances.  (i) Immediately

after the consummation of the Acquisition, the Borrower will have

good and marketable title to all of the issued and outstanding

shares of stock of PRB, and none of such shares will be subject

to any security interest, mortgage or other lien or encumbrance,

except in favor of the Bank, and (ii) each Related Entity has

good and marketable title to each asset it purports to own, and

no such asset is subject to any security interest, mortgage or

other lien or encumbrance, except for Permitted Liens.



          t.   Investments.  No Related Entity has any investment

(whether by means of any purchase or other acquisition of any

security or interest, by means of any capital contribution or

otherwise) in any other Person, except for Permitted Investments.



          u.   Loans.  No Related Entity has made any loan,

advance or other extension of credit with respect to which any

sum is owing to it, except for Permitted Loans.

          v.   Judgments and Litigation.  There is no outstanding

judgment, order or award of any Governmental Authority or

arbitrator that is against or otherwise involves any Related

Entity or any asset of any Related Entity.  Any pending or

threatened claim, audit, investigation or action or other legal

proceeding by or before any Governmental Authority or before any

arbitrator that (i) is against or otherwise involves any Related

Entity or any asset of any Related Entity and (ii) has had or (so

far as any Related Entity can foresee) will or might have any

Material Adverse Effect has been disclosed to the Bank and

reflected in a document filed by the Borrower with the Securities

and Exchange Commission.  No pending or threatened claim, audit,

investigation or action or other legal proceeding by or before

any Governmental Authority or before any arbitrator renders

invalid or questions the validity of any Acquisition Agreement or

Loan Document or any action taken or to be taken pursuant to any

Acquisition Agreement or Loan Document.  No audit, investigation

or action or other legal proceeding referred to in the second

sentence of this Section 6v has had or (so far as any Related

Entity can foresee) will or might have any Material Adverse

Effect.



          w.   Transactions with Affiliates.  There exists no

agreement, arrangement, transaction or other dealing (including,

but not limited to, the purchase, sale, lease, exchange or other

acquisition or disposition of any asset and the rendering of any

service) between any Related Entity and any Affiliate, except for

agreements, arrangements, transactions and other dealings in the

ordinary course of business of any Related Entity upon fair and

reasonable terms no less favorable to it than would apply in a

comparable arm's length agreement, arrangement, transaction or

other dealing with a Person who or that is not an Affiliate.



          x.   Default.  There does not exist, and immediately

after the consummation of the Acquisition there will not have

occurred or existed, any Event of Default or Potential Event of

Default.



          y.   Full Disclosure.  Neither any Acquisition Document

or Loan Document nor any certificate, financial statement or

other writing heretofore provided to the Bank by or on behalf of

any Related Entity or Other Obligor contains any statement of

fact that is incorrect or misleading in any material respect or

omits to state any fact necessary to make any statement of fact

contained therein not incorrect or misleading in any material

respect.  No Related Entity has failed to disclose to the Bank

any fact that has had or (so far as any Related Entity can

foresee) will or might have any Material Adverse Effect.



          z.   Year 2000 Compliance.  Each Related Entity has

assessed or is assessing all Systems relating to such Related

Entity to determine the extent to which such Systems are Year

2000 Compliant.  The expense of correcting and deploying all of

such Systems that are not Year 2000 Compliant and testing such

Systems to confirm that such Systems are Year 2000 Compliant and

the consequences of all of such Systems that fail to be Year 2000

Compliant so failing (so far as any Related Entity can foresee)

will not have any Material Adverse Effect.



          7.   AFFIRMATIVE COVENANTS.  During the term of this

Agreement, the Borrower shall do the following unless the prior

written consent of the Bank to not doing so shall have been

obtained by the Borrower:



          a.   Good Standing; Qualification.  Cause each of

Related Entity at all times to (i) maintain its corporate,

partnership or other existence in good standing and (ii) remain

or become and remain duly qualified and in good standing as a

foreign Person of its type authorized to do business in each

jurisdiction in which such qualification is or becomes necessary;



          b.   Compliance.  (i) Cause each of Related Entity at

all times to (A) conduct its business and operations, own and use

each of its assets, use each asset leased by it as a lessee, and

generate, treat, store, recycle, transport and dispose of all

Hazardous Material in its possession or control, in compliance in

each material respect with each applicable Law (including, but

not limited to, each applicable Environmental Law), (B) maintain

in full force and effect, preserve and protect each trademark,

service mark, trade name, patent, copyright, license and

franchise, and obtain, make, give or do and maintain in full

force and effect each authorization, certification, certificate,

approval, permit and consent from, registration and filing with,

declaration, report and notice to and other act by or relating to

any Person, necessary for the conduct of its business or

operations, the ownership or use of any of its assets, the use of

any asset leased by it as a lessee or the generation, treatment,

storage, recycling, transportation or disposal of any Hazardous

Material in its possession or control and (C) remain in

compliance in each material respect with (I) each such

authorization, certification, certificate, approval, permit,

consent, franchise and license, (II) each certificate or articles

of incorporation or organization, by-laws, operating or

partnership agreement or other charter, organizational or

governing document of it and (III) each agreement and instrument

to which it is a party or by which it or any of its assets is

bound, (ii) immediately upon acquiring knowledge or reason to

know of any notice or allegation that any Related Entity (A) has

not complied in any material respect with any applicable Law

(including, but not limited to, any Environmental Law) in the

conduct of its business or operations, the ownership or use of

any of its assets, the use of any asset leased by it as a lessee

or the generation, treatment, storage, recycling, transportation

or disposal of any Hazardous Material in its possession or

control, (B) has not maintained in full force and effect,

preserved or protected any such trademark, service mark, trade

name, patent, copyright, license or franchise or obtained, made,

given, done or maintained in full force and effect any such

authorization, certification, certificate, approval, permit,

consent, registration, filing, declaration, report, notice or

act, (C) has not complied in any material respect with any such

license, franchise, authorization, certification, certificate,

approval, permit, consent, certificate or articles of

incorporation or organization, by-laws, operating or partnership

agreement, other charter, organizational or governing document,

agreement or instrument or (D) is or may be liable for any cost

associated with or damage resulting from any Release, threatened

Release or clean-up of any Hazardous Material, provide to the

Bank a certificate executed by the President or a Vice President

of the Borrower and specifying the nature of such notice or

allegation and what action the Borrower has taken, is taking or

proposes to take with respect thereto and (iii) immediately upon

acquiring knowledge or reason to know of any development with

respect to any such notice or allegation theretofore disclosed by

the Borrower to the Bank that has or (so far as any Related

Entity can foresee) will or might have any Material Adverse

Effect, provide to the Bank a certificate executed by the

President or a Vice President of the Borrower and specifying the

nature of such development and what action the Borrower has

taken, is taking or proposes to take with respect thereto;



          c.   Working Capital.  Assure that the consolidated net

working capital of the Borrower is at least (i) $10,000,000 at

all times during the period beginning on the date of this

Agreement and ending on March 30, 1999, (ii) $11,000,000 at all

times during the period beginning on March 31, 1999 and ending on

March 30, 2001 and (iii) $12,000,000 at all times thereafter;



          d.   Net Worth.  Assure that the consolidated tangible

net worth of the Borrower is not less than (i) minus $6,000,000

at all times during the period beginning on the date of this

Agreement and ending on March 30, 1999, (ii) minus $1,500,000 at

all times during the period beginning on March 31, 1999 and

ending on March 30, 2000, (iii) $4,000,000 at all times during

the period beginning on March 31, 2000 and ending on March 30,

2001 and (iv) $6,500,000 at all times thereafter;



          e.   Combined Fixed Charges Coverage.  Assure that (i)

annualized EBITDA for the fiscal quarter of the Borrower ending

on June 30, 1998 is at least 115% of the annualized total of (A)

consolidated interest expense of the Borrower for such fiscal

quarter, (B) the aggregate scheduled payments of principal for

all Related Entities for such fiscal quarter with respect to

indebtedness, (C) the aggregate capital expenditures for all

Related Entities for such fiscal quarter, (D) consolidated income

and franchise tax expense of the Borrower for such fiscal quarter

and (E) the aggregate Distributions for all Related Entities for

such fiscal quarter, (ii) annualized EBITDA for the two fiscal

quarters of the Borrower ending on September 30, 1998 is at least

115% of the annualized total of such consolidated interest

expense, aggregate scheduled payments of principal, aggregate

capital expenditures, consolidated income and franchise tax

expense and aggregate Distributions for such two fiscal quarters,

(iii) annualized EBITDA for the three fiscal quarters of the

Borrower ending on December 31, 1998 is at least 115% of the

annualized total of such consolidated interest expense, aggregate

scheduled payments of principal, aggregate capital expenditures,

consolidated income and franchise tax expense and aggregate

Distributions for such three fiscal quarters and (iv) for each

period consisting of four fiscal quarters of the Borrower,

beginning with the period consisting of the four such fiscal

quarters ending on March 31, 1999, EBITDA is at least 115% of the

total of such consolidated interest expense, aggregate scheduled

payments of principal, aggregate capital expenditures,

consolidated income and franchise tax expense and aggregate

Distributions for such four fiscal quarters;



          f.   Maximum Funded Debt.  Assure that (i) the total of

(A) the aggregate outstanding principal amounts of all Revolving

Loans on June 30, 1998, (B) the outstanding principal amount of

Term Loan I on June 30, 1998, (C) the outstanding principal

amount of Term Loan II on June 30, 1998 and (D) the aggregate

outstanding principal amounts on June 30, 1998 of all other

indebtedness and other obligations arising from the borrowing of

any money by any Related Entity or the deferral of the purchase

price or capital lease of any asset by any Related Entity does

not exceed 350% of annualized EBITDA for the fiscal quarter of

the Borrower ending on June 30, 1998, (ii) the total of (A) the

aggregate outstanding principal amounts of all Revolving Loans on

September 30, 1998, (B) the outstanding principal amount of Term

Loan I on September 30, 1998, (C) the outstanding principal

amount of Term Loan II on September 30, 1998 and (D) the

aggregate outstanding principal amounts on September 30, 1998 of

all other indebtedness and other obligations arising from any

such borrowing, deferral of a purchase price or capital lease

does not exceed 350% of annualized EBITDA for the two fiscal

quarters of the Borrower ending on September 30, 1998, (iii) the

total of (A) the aggregate outstanding principal amounts of all

Revolving Loans on December 31, 1998, (B) the outstanding

principal amount of Term Loan I on December 31, 1998, (C) the

outstanding principal amount of Term Loan II on December 31, 1998

and (D) the aggregate outstanding principal amounts on December

31, 1998 of all other indebtedness and other obligations arising

from any such borrowing, deferral of a purchase price or capital

lease does not exceed 350% of annualized EBITDA for the three

fiscal quarters of the Borrower ending on December 31, 1998 and

(iv) the total of (A) the aggregate outstanding principal amounts

of all Revolving Loans at the end of each period consisting of

four fiscal quarters of the Borrower, beginning with the period

consisting of the four such fiscal quarters ending on March 31,

1999, (B) the outstanding principal amount of Term Loan I at the

end of such period, (C) the outstanding principal amount of Term

Loan II at the end of such period and (D) the aggregate

outstanding principal amounts at the end of such period of all

other indebtedness and other obligations arising from any such

borrowing, deferral of a purchase price or capital lease does not

exceed (I) 350% of EBITDA for such period if such period ends

before or on December 31, 1999, (II) 300% of EBITDA for such

period if such period ends after December 31, 1999 and before or

on December 31, 2000 or (III) 250% of EBITDA for such period if

such period ends on or after March 31, 2001;



          g.   Accounting; Reserves; Tax Returns.  Cause each

Related Entity at all times to (i) maintain a system of

accounting established and administered in accordance with

generally accepted accounting principles, (ii) establish each

reserve it is required by generally accepted accounting

principles to establish and (iii) file each tax return it is

required to file;



          h.   Financial and Other Information; Certificates of

No Default.  Provide to the Bank, in form satisfactory to the

Bank, (i) within 60 days after the end of each fiscal quarter of

each fiscal year of the Borrower, consolidating and consolidated

statements of income and cash flows of the Borrower for such

fiscal quarter and the period from the beginning of such fiscal

year to the end of such fiscal quarter and a consolidating and

consolidated balance sheet of the Borrower as of the end of such

fiscal quarter, each to be in reasonable detail, to set forth

comparative consolidated figures for the corresponding period in

the preceding fiscal year of the Borrower and to be certified by

the chief financial officer of the Borrower to be correct and

complete, to be in accordance with the records of each Related

Entity and to present fairly, subject to normal and nonmaterial

year-end adjustments, the results of the operations and cash

flows of the Borrower for such fiscal quarter and the period from

the beginning of such fiscal year to the end of such fiscal

quarter, and the financial position of the Borrower as of the end

of such fiscal quarter, in conformity with generally accepted

accounting principles applied consistently with the application

of such principles with respect to the preceding fiscal quarter

of the Borrower, (ii) within 90 days after the end of each fiscal

year of the Borrower, consolidating and consolidated statements

of income and cash flows of the Borrower for such fiscal year and

a consolidating and consolidated balance sheet of the Borrower as

of the end of such fiscal year, each to be in reasonable detail,

to set forth comparative consolidated figures for the preceding

fiscal year of the Borrower and to be certified by an independent

certified public accountant acceptable to the Bank to present

fairly the results of the operations and cash flows of the

Borrower for such fiscal year, and the financial position of the

Borrower as of the end of such fiscal year, in conformity with

generally accepted accounting principles applied consistently

with the application of such principles with respect to the

preceding fiscal year of the Borrower and to have been based upon

an audit by such accountant that was made in accordance with

generally accepted auditing standards and accordingly included

such tests of accounting records and such other accounting

procedures as such accountant deemed necessary in the

circumstances, (iii) together with each statement of income and

balance sheet required to be delivered by the Borrower to the

Bank pursuant to clause (i) or (ii) of this Section 7h, a

certificate (A) executed by the President or a Vice President of

the Borrower and the chief financial officer of the Borrower, (B)

setting forth whatever computations are required to establish

whether the Borrower was in compliance with (I) each of the

covenants contained in Sections 7c, 7d, 7e and 7f of this

Agreement during the period covered by such statement of income

and (II) if the period covered by such statement of income is a

fiscal year of the Borrower, each of the covenants contained in

Sections 8e and 8f of this Agreement during such period, (C)

stating that the signers of such certificate have reviewed this

Agreement and have made or have caused to be made under their

supervision a review of the business, operations, assets, affairs

and condition (financial or other) of each of Related Entity

during the period beginning on the first date covered by such

statement of income and ending on the date of such certificate

and (D) if during the period described in clause (iii)(C) of this

Section 7h there did not occur or exist and there does not then

exist any Event of Default or Potential Event of Default, so

stating or, if during such period any Event of Default or Poten

tial Event of Default occurred or existed or any Event of Default

or Potential Event of Default then exists, stating the nature

thereof, the date of occurrence or period of existence thereof

and what action the Borrower has taken, is taking or proposes to

take with respect thereto, (iv) as soon as available, (A) each

financial statement, report, notice and proxy statement sent or

made available by the Borrower to holders of its securities

generally and (B) each publicly available periodic or special

report, registration statement, prospectus and other written

communication other than a transmittal letter filed by the

Borrower with and each publicly available written communication

received by the Borrower from any securities exchange or the

Securities and Exchange Commission, (v) within 30 days after the

end of each calendar quarter, a report concerning the readiness

of the Systems of each Related Entity to be Year 2000 Compliant,

(vi) by June 30, 1998, a final report on the efforts of each

Related Entity to be Year 2000 Compliant, (vii) within 30 days

after the date of this Agreement, a true and correct copy of each

Acquisition Document not heretofore provided to the Bank and

(viii) promptly upon the request of the Bank, all additional

information relating to any Related Entity or the business,

operations, assets, affairs or condition (financial or other) of

any Related Entity that is so requested;



          i.   Payment of Certain Indebtedness.  Cause each

Related Entity to pay, before the end of any applicable grace

period, each tax, assessment, fee, charge, fine and penalty

imposed by any Governmental Authority upon it or any of its

assets, income and franchises and each claim and demand of any

materialman, mechanic, carrier, warehouseman, garageman or

landlord against it; provided, however, that no such tax,

assessment, fee, charge, fine, penalty, claim or demand shall be

required to be so paid so long as (i) the validity thereof is

being contested in good faith by appropriate proceedings promptly

instituted and diligently conducted, (ii) adequate reserves have

been appropriately established therefor, (iii) the execution or

other enforcement of any lien resulting therefrom is effectively

stayed and (iv) the nonpayment thereof does not have any Material

Adverse Effect;



          j.   Maintenance of Title and Assets; Insurance.

Cause each Related Entity to (i) at all times maintain good and

marketable title to each asset it purports to own, (ii) at all

times maintain each of its tangible assets in good working order

and condition, (iii) at any time and from time to time make each

replacement of any of its tangible assets necessary or desirable

for the conduct of its business or operations, (iv) at all times

keep each of its insurable tangible assets insured with

financially sound and reputable insurance carriers against fire

and other hazards to which extended coverage applies in such

manner and to the extent that the amount of insurance carried on

such asset shall not be less than the greater of (A) the

replacement value of such asset and (B) the percentage of the

actual cash value of such asset required by the policy providing

such insurance in order that it shall not become its own insurer

for any part of an otherwise recoverable loss with respect to

such asset and (v) at all times keep adequately insured with

financially sound and reputable insurance carriers against

business interruption and liability on account of damage to any

Person or asset or pursuant to any applicable workers'

compensation Law;



          k.   Inspections.  Upon the request of the Bank, prompt

ly permit each officer, employee, accountant, attorney and other

agent of the Bank to (i) visit and inspect each of the premises

of each Related Entity, (ii) examine, audit, copy and extract

each record of each Related Entity and (iii) discuss the

business, operations, assets, affairs and condition (financial or

other) of each Related Entity with each responsible officer of

each Related Entity and each independent accountant of each

Related Entity;



          l.   Pension Obligations.  (i)  Promptly upon acquiring

knowledge or reason to know of the occurrence or existence with

respect to any Pension Plan of any Prohibited Transaction,

Reportable Event or Accumulated Funding Deficiency or any event

or condition that (A) but for a waiver by the Internal Revenue

Service would constitute an Accumulated Funding Deficiency, (B)

after notice, lapse of time or both notice and lapse of time will

or might constitute a Reportable Event or (C) constitutes or will

or might constitute grounds for the initiation by the Pension

Benefit Guaranty Corporation of any proceeding under ERISA

seeking the termination of such Pension Plan or the appointment

of a trustee to administer such Pension Plan, provide to the Bank

a certificate executed by the President or a Vice President of

the Borrower and the chief financial officer of the Borrower and

specifying the nature of such Prohibited Transaction, Reportable

Event, Accumulated Funding Deficiency, event or condition, what

action the Borrower has taken, is taking or proposes to take with

respect thereto and, when known, any action taken or threatened

by the Internal Revenue Service, the Department of Labor or the

Pension Benefit Guaranty Corporation with respect thereto and

(ii) promptly upon acquiring knowledge or reason to know of (A)

the institution by the Pension Benefit Guaranty Corporation or

any other Person of any proceeding under ERISA seeking the

termination of any Pension Plan or the appointment of a trustee

to administer any Pension Plan or (B) the complete or partial

withdrawal or proposed complete or partial withdrawal by any

Related Entity from any Pension Plan, provide to the Bank a

certificate executed by the President or a Vice President of the

Borrower and the chief financial officer of Comptek Research and

describing such proceeding, withdrawal or proposed withdrawal;



          m.   Changes in Management, Ownership and Control.

Promptly upon acquiring knowledge or reason to know of any change

in (i) the identity of the Chairman, President or chief executive

officer of any Related Entity, (ii) the beneficial ownership of

any stock of or other ownership interest in any Related Entity by

any Person having Control of any Related Entity or (iii) Control

of any Related Entity, provide to the Bank a certificate executed

by the President or a Vice President of the Borrower and the

President or a Vice President of the Borrower and specifying such

change;



          n.   Judgments.  Promptly upon acquiring knowledge or

reason to know of any judgment, order or award of any

Governmental Authority or arbitrator that (i) is against or

otherwise involves any Related Entity or any asset of any Related

Entity, (ii) has or (so far as any Related Entity can foresee)

will or might have any Material Adverse Effect or (iii) renders

invalid any Acquisition Document or Loan Document or any action

taken or to be taken pursuant to any Acquisition Document or Loan

Document, provide to the Bank a certificate executed by the

President or a Vice President of the Borrower and specifying the

nature of such judgment, order or award and what action the

Borrower has taken, is taking or proposes to take with respect

thereto;



          o.   Litigation.  (i) Promptly upon acquiring knowledge

or reason to know of the commencement or threat of any claim,

audit, investigation or action or other legal proceeding by or

before any Governmental Authority or before any arbitrator that

(A) is against or otherwise involves any Related Entity or any

asset of any Related Entity and (I) either involves in excess of

$250,000 or results in excess of $500,000 in the aggregate for

all Related Entities being involved in all claims, audits,

investigations and actions and other legal proceedings by or

before any Governmental Authority or before any arbitrator

against or otherwise involving any Related Entity or any asset of

any Related Entity or (II) seeks injunctive or similar relief,

(B) has or (so far as any Related Entity can foresee) will or

might have any Material Adverse Effect or (C) questions the

validity of any Acquisition Document or Loan Document or any

action taken or to be taken pursuant to any Acquisition Document

or Loan Document, provide to the Bank a certificate executed by

the President or a Vice President of the Borrower and specifying

the nature of such claim, audit, investigation or action or other

legal proceeding and what action the Borrower has taken, is

taking or proposes to take with respect thereto and (ii) promptly

upon acquiring knowledge or reason to know of any development

with respect to any claim, audit, investigation or action or

other legal proceeding theretofore disclosed by the Borrower to

the Bank that has or (so far as any Related Entity can foresee)

will or might have any Material Adverse Effect, provide to the

Bank a certificate executed by the President or a Vice President

of the Borrower and specifying the nature of such development and

what action the Borrower has taken, is taking or proposes to take

with respect thereto;



          p.   Liens and Encumbrances.  Promptly upon acquiring

knowledge or reason to know that any asset of any Related Entity

has or may become subject to any security interest, mortgage or

other lien or encumbrance other than Permitted Liens, provide to

the Bank a certificate executed by the President or a Vice

President of the Borrower and specifying the nature of such

security interest, mortgage or other lien or encumbrance and what

action the Borrower has taken, is taking or proposes to take with

respect thereto;



          q.   Defaults and Material Adverse Effects. Promptly

upon acquiring knowledge or reason to know of the occurrence or

existence of (i) any Event of Default or Potential Event of

Default or (ii) any event or condition that has or (so far as any

Related Entity can foresee) will or might have any Material

Adverse Effect, provide to the Bank a certificate executed by the

President or a Vice President of the Borrower and the chief

financial officer of the Borrower and specifying the nature of

such Event of Default, Potential Event of Default, event or

condition, the date of occurrence or period of existence thereof

and what action the Borrower has taken, is taking or proposes to

take with respect thereto;



          r.   Additional Guaranties, Security Agreements, Patent

Collateral Assignments and Security Agreements and Trademark

Collateral Assignments and Security Agreements.  Cause each

Person that becomes a Subsidiary after the date of this Agreement

to execute and deliver to the Bank, in form and substance

satisfactory to the Bank, (i) a guaranty agreement guaranteeing,

without any limitation as to amount, the payment of all

indebtedness and other obligations of the Borrower to the Bank,

whether then existing or thereafter arising or accruing, (ii) a

security agreement (A) securing, without any limitation as to

amount, the payment of all such indebtedness and other

obligations and (B) covering all personal property and fixtures

of such Person, (iii) a patent collateral assignment and security

agreement (A) securing, without any limitation as to amount, the

payment of all such indebtedness and other obligations and (B)

covering all patents and applications for patents of such Person

and (iv) a trademark collateral assignment and security agreement

(A) securing, without any limitation as to amount, the payment of

all such indebtedness and other obligations and (B) covering all

trademarks and applications for trademarks of such Person;



          s.   Year 2000 Compliance.  In sufficient time before

December 31, 1999 cause each Related Entity to (i) correct and

redeploy all Systems relating to such Related Entity that are not

Year 2000 Compliant and (ii) test all Systems relating to such

Related Entity to confirm that such Systems are Year 2000

Compliant; and



          t.   Further Actions.  Promptly upon the request of the

Bank, execute and deliver or cause to be executed and delivered

each writing, and take or cause to be taken each other action,

that the Bank shall deem necessary or desirable at the sole

option of the Bank in connection with any transaction

contemplated by any Loan Document.



          8.   NEGATIVE COVENANTS.  During the term of this

Agreement, the Borrower shall not, without the prior written

consent of the Bank, do, attempt to do or agree or otherwise

incur, assume or have any obligation to do, and the Borrower

shall assure that, without the prior written consent of the Bank,

no Related Entity does, attempts to do or agrees or otherwise

incurs, assumes or has any obligation to do, any of the

following:



          a.   Fiscal Year.  Change its fiscal year;



          b.   Certain Indebtedness.  Create, incur, assume or

have any indebtedness or other obligation (i) arising from the

borrowing of any money or the deferral of the payment of the

purchase price of any asset or (ii) pursuant to any guaranty or

other contingent obligation (including, but not limited to, any

obligation to (A) maintain the net worth of any other Person,

(B) purchase or otherwise acquire or assume any indebtedness or

other obligation or (C) provide funds for or otherwise assure the

payment of any indebtedness or other obligation, whether by means

of any investment, by means of any purchase, sale or other

acquisition or disposition of any asset or service or otherwise),

except for indebtedness and other obligations (I) to the Bank,

(II) constituting unsecured normal trade debt incurred upon

customary terms in the ordinary course of its business, (III)

arising from the endorsement in the ordinary course of its

business of any check or other negotiable instrument for deposit

or collection, (IV) the total of which does not at any time

exceed $500,000 in the aggregate for all Related Entities or (V)

fully and accurately described under the heading  "Permitted

Indebtedness" in Exhibit A attached to and made a part of this

Agreement;



          c.   Pension Obligations.  (i)  Engage in any Prohibit

ed Transaction with respect to any Pension Plan, (ii) permit to

occur or exist with respect to any Pension Plan any Accumulated

Funding Deficiency or any event or condition that (A) but for a

waiver by the Internal Revenue Service would constitute an

Accumulated Funding Deficiency or (B) constitutes or will or

might constitute grounds for the institution by the Pension

Benefit Guaranty Corporation of any proceeding under ERISA

seeking the termination of such Pension Plan or the appointment

of a trustee to administer such Pension Plan, (iii) make any

complete or partial withdrawal from any Pension Plan, (iv) fail

to make to any Pension Plan any contribution that it is required

to make, whether to meet any minimum funding standard under ERISA

or any requirement of such Pension Plan or otherwise, or (v)

terminate any Pension Plan in any manner, or otherwise take or

omit to take any action with respect to any Pension Plan, that

would or might result in the imposition of any lien upon any

asset of any Related Entity pursuant to ERISA;



          d.   Liens and Encumbrances.  Cause or permit, whether

upon the happening of any contingency or otherwise, any of its

assets to be subject to any security interest, mortgage or other

lien or encumbrance, except for Permitted Liens;



          e.   Capital Expenditures.  Make (whether by means of

any purchase or other acquisition of any asset, by means of any

capital lease or otherwise) capital expenditures exceeding (i)

$2,000,000 in the aggregate for all Related Entities during the

fiscal year of the Borrower ending on March 31, 1999, (ii)

$2,500,000 in the aggregate for all Related Entities during the

fiscal year of the Borrower ending on March 31, 2000 or (iii)

$3,000,000 in the aggregate for all Related Entities during any

fiscal year of the Borrower ending after March 31, 2000;



          f.   Operating Leases.  Create, incur, assume or have

any indebtedness or other obligation for fixed payments not fully

reimbursable by the United States government (whether rentals,

taxes, premiums for insurance or otherwise) pursuant to any

operating lease (whether as a lessee or otherwise) exceeding

$3,750,000 in the aggregate for all Related Entities during any

fiscal year of the Borrower;



          g.   Investments.  Make any investment (whether by

means of any purchase or other acquisition of any security or

interest, by means of any capital contribution or otherwise) in

any Person, except for Permitted Investments;



          h.   Loans.  (i) Make any loan, advance or other

extension of credit, except for Permitted Loans, or (ii) forgive

any indebtedness or other obligation arising from any loan,

advance or other extension of credit made by it;



          i.   Transactions with Affiliates.  In the ordinary

course of its business or otherwise, enter into, assume or permit

to exist any agreement, arrangement, transaction or other dealing

(including, but not limited to, the purchase, sale, lease,

exchange or other acquisition or disposition of any asset and the

rendering of any service) between it and any Affiliate or

otherwise deal with any Affiliate, except for (i) reasonable

compensation for services actually performed, (ii) advances made

in the ordinary course of its business to any Affiliate who is

one of its officers and employees for out-of-pocket expenses

incurred by such Affiliate on its behalf in the conduct of its

business or operations, (iii) agreements, arrangements,

transactions and other dealings in the ordinary course of its

business upon fair and reasonable terms no less favorable to it

than would apply in a comparable arm's-length agreement,

arrangement, transaction or other dealing with a Person who or

that is not an Affiliate and (iv) agreements, arrangements,

transactions and other dealings fully and accurately described

under the heading "Permitted Affiliate Transactions" in Exhibit A

attached to and made a part of this Agreement;



          j.   Distributions.  Declare, pay or make any

Distribution, except for (i) dividends payable solely in any of

its stock and (ii) cash dividends paid to the Borrower, Comptek

Federal or PRB by any Subsidiary (A) all of the outstanding

shares of stock of which other than shares required by any

applicable Law to enable any individual to serve as a director of

such Subsidiary or (B) all ownership interests in which are owned

by the Borrower, Comptek Federal or PRB at the time of such

payment;



          k.   Corporate and Other Changes.  (i)  Assign, sell,

lease as a lessor or otherwise transfer or dispose of all or

substantially all of its assets, (ii) dissolve or participate in

any merger, consolidation or other absorption, (iii) acquire all

or substantially all of the assets of any other Person, (iv) do

business under or otherwise use any name other than its true name

and names listed under the heading "Fictitious Names" in Exhibit

A attached to and made a part of this Agreement or (v) make any

change in its corporate or other business structure, any of its

business objectives and purposes or its business or operations

that would or might have any Material Adverse Effect;



          l.   Sale of Receivables.  Except as provided in any

Acquisition Document, assign, sell or otherwise transfer or

dispose of any of its notes receivable, accounts receivable and

chattel paper, whether with or without recourse;



          m.   Stock of or Ownership Interest in Subsidiary.

Issue or sell any stock of or other ownership interest in any

Subsidiary, except (i) to the minimum extent required by any

applicable Law to enable any individual to serve as a director of

such Subsidiary, (ii) as a Distribution to the shareholders of or

holders of other ownership interests in such Subsidiary and (iii)

to any Related Entity; or



          n.   Full Disclosure.  Provide to the Bank or permit to

be provided to the Bank on its behalf any certificate, financial

statement or other writing that contains any statement of fact

that is incorrect or misleading in any material respect or omits

to state any fact necessary to make any statement of fact

contained therein not incorrect or misleading in any material

respect.



          9.   INDEBTEDNESS IMMEDIATELY DUE.  Upon or at any time

or from time to time after the occurrence or existence of any

Event of Default other than, with respect to the Borrower, an

Event of Default described in clause (iv) of Section 1n of this

Agreement, the aggregate outstanding principal amounts of all

Loans, all interest payable pursuant to this Agreement and

remaining unpaid and all other amounts payable by the Borrower to

the Bank pursuant to this Agreement and remaining unpaid shall,

at the sole option of the Bank and without any notice, demand,

presentment or protest of any kind (each of which is knowingly,

voluntarily, intentionally and irrevocably waived by the

Borrower), become immediately due.  Upon the occurrence or

existence of, with respect to the Borrower, any Event of Default

described in such clause (iv), such aggregate outstanding

principal amounts, all such interest and all such other amounts

shall, without any notice, demand, presentment or protest of any

kind (each of which is knowingly, voluntarily, intentionally and

irrevocably waived by the Borrower), automatically become

immediately due.  Upon such aggregate outstanding principal

amounts, all such interest and all such other amounts becoming

immediately due, any obligation of the Bank to make any

additional Loan shall terminate.



          10.  EXPENSES; INDEMNIFICATION.



          a.   Loan Document Expenses.  The Borrower shall pay to

the Bank on demand made by the Bank each cost and expense

(including, but not limited to, (i) the reasonable fees of

counsel to the Bank for time actually expended or to be expended

but not in excess of $30,000 other than with respect to, as

determined by the Bank, special issues relating to the perfection

of security interests in collateral, (ii) the disbursements of

counsel to the Bank and (iii) each documentary stamp or other

excise or property tax, assessment, fee and charge) incurred by

the Bank in connection with (i) the preparation of, entry into or

performance of any Loan Document, whether or not any Loan is

made, or (ii) any modification of or release, consent or waiver

relating to any Loan Document, whether or not such modification,

release, consent or waiver becomes effective.



          b.   Collection Expenses.  The Borrower shall pay to

the Bank on demand made by the Bank each cost and expense

(including, but not limited to, the reasonable fees and

disbursements of counsel to the Bank, whether retained for

advice, litigation or any other purpose) incurred by the Bank in

endeavoring to (i) collect any of the outstanding principal

amount of any Loan, any interest payable pursuant to this

Agreement and remaining unpaid or any other amount payable by the

Borrower to the Bank pursuant to this Agreement and remaining

unpaid, (ii) preserve or exercise any right or remedy of the Bank

relating to, enforce or realize upon any collateral,

subordination, guaranty, endorsement or other security or

assurance of payment, whether now existing or hereafter arising,

that now or hereafter directly or indirectly secures the

repayment or payment of or is otherwise now or hereafter directly

or indirectly applicable to any of such outstanding principal

amount, any such interest or any such other amount, (iii)

preserve or exercise any right or remedy of the Bank pursuant to

any Loan Document or (iv) defend against any claim, regardless of

the basis or outcome thereof, asserted against the Bank as a

direct or indirect result of the entry into any Loan Document,

except for any claim for any tax imposed by any Governmental

Authority upon any income of the Bank or any interest or penalty

relating to any such tax.



          c.   Expenses Due to Law Changes.  The Borrower shall

pay to the Bank on demand made by the Bank each amount necessary

to compensate the Bank for any liability, cost or expense that is

a direct or indirect result of (i) any increase in the amount of

capital required or expected to be maintained by the Bank or any

bank holding company of the Bank with respect to any Loan or the

obligation of the Bank to make any Loan that is due to (A) after

the date of this Agreement, the enactment or issuance of or any

change in any Law relating to capital adequacy of banks and

banking holding companies or (B) the compliance by the Bank or

such bank holding company with any request or direction relating

to such capital made or issued by any Governmental Authority

after the date of this Agreement or (ii) any imposition or

application of or increase in any reserve or similar requirement

applicable to assets or liabilities of, deposits with or credit

extended by the Bank, or for the account of the Bank, that

increases the cost to the Bank of making, funding or maintaining

any Loan and is due to, after the date of this Agreement, the

enactment or issuance of or any change in any Law, except for any

reserve or similar requirement reflected in the rate of interest

charged on any Libor Rate Portion.  The determination by the Bank

of the amount necessary to compensate the Bank for any such

liability, cost or expense shall, in the absence of manifest

error, be conclusive and binding upon the Borrower.



          d.   Libor Expenses.  The Borrower shall pay to the

Bank upon demand made by the Bank each amount necessary to

compensate the Bank for any liability, cost or expense that is a

direct or indirect result of, whether by reason of any reduction

in yield, by reason of the liquidation or reemployment of any

deposit or other funds acquired by the Bank, by reason of the

fixing of the rate of interest payable on any Libor Rate Portion

or otherwise, (i) any attempt by the Borrower to revoke any Libor

Rate Election or repay in full or part any Libor Rate Portion

during any Libor Rate Period for such Libor Rate Portion, any

failure by the Borrower to fulfill by the date that any Revolving

Loan the request for which is combined with a Libor Rate Election

is to be made by the Bank any condition upon which the making of

such Loan is conditioned or (ii) the maturity, whether by

acceleration or otherwise, of the aggregate outstanding principal

amounts of all Loans.  The determination by the Bank of the

amount necessary to compensate the Bank for any such liability,

cost or expense shall, in the absence of manifest error, be

conclusive and binding upon the Borrower.



          e.   Environmental Indemnification.  The Borrower shall

indemnify the Bank and each officer, employee, accountant,

attorney and other agent of the Bank on demand made by the Bank

against each liability, cost and expense (including, but not

limited to, the reasonable fees and disbursements of counsel to

the Bank or such officer, employee, accountant, attorney or other

agent, whether retained for advice, litigation or any other

purpose, and all costs of any investigation, monitoring, removal,

remediation or restoration) imposed on, incurred by or asserted

against the Bank or such officer, employee, accountant, attorney

or other agent as a direct or indirect result of (i) any Release

or threatened Release of any Hazardous Material at, in, on or

under any property now or previously owned, leased as a lessee or

used by any Related Entity, (ii) any active or abandoned

underground storage tank at, in, on or under any such property,

(iii) any polychlorinated biphenyl or friable asbestos at, in, on

or under any such property, (iv) the existence of any condition

at, in, on or under any such property that gives or might give

rise to any liability pursuant to any Environmental Law or

(v) any Related Entity transporting or arranging for the

transportation of any Hazardous Material to or from any property.



          11.  NOTICES.  Each notice and other communication by

the Bank to the Borrower, or by the Borrower to the Bank,

relating to this Agreement (a) shall be given in writing

(including, but not limited to, facsimile), (b) if given by

facsimile, shall be directed to the intended recipient thereof at

the last telephone number for receipt of facsimiles by such

intended recipient shown in the following sentence or at such

other telephone number for receipt of facsimiles by such intended

recipient as may at any time or from time to time be specified in

any notice given by such intended recipient to the giver of such

notice as provided in this sentence, (c) if given otherwise,

shall be directed to such intended recipient at the address of

such intended recipient shown in the following sentence or at

such other address as may at any time or from time to time be

specified in any notice given by such intended recipient to the

giver of such notice as provided in this sentence and (d) if sent

by mail or overnight courier service, shall be deemed to have

been given when deposited in the mail, first-class or certified

postage prepaid, or accepted by any post office or overnight

courier service for delivery and to have been received by such

intended recipient upon the earlier of (i) the actual receipt

thereof or (ii) three days after being so deposited or accepted.

Each such notice and other communication shall (a) if to the

Bank, be directed to (i) if given by facsimile, Manufacturers and

Traders Trust Company, Attention: Western New York Commercial

Banking Department, at 716-848-7318 or (ii) if given otherwise,

Manufacturers and Traders Trust Company, One Fountain Plaza,

Buffalo, New York 14240, Attention: Western New York Commercial

Banking Department, or (b) if to the Borrower, be directed to (i)

if given by facsimile, Comptek Research, Inc., Attention:

Christopher A. Head, General Counsel, at 716-677-0014 or (ii) if

given otherwise, Comptek Research, Inc., 2732 Transit Road,

Buffalo, New York 14224, Attention: Christopher A. Head, General

Counsel.



          12.  MISCELLANEOUS.



          a.   Term; Survival.  The term of this Agreement shall

be the period beginning on the date of this Agreement and ending

on the later of (i) the Revolving Loan Maturity Date or (ii) the

date the principal amount of each Loan, all interest payable

pursuant to this Agreement and all other amounts payable by the

Borrower to the Bank pursuant to this Agreement have been fully

and indefeasibly repaid, paid or otherwise discharged.  The

obligation of the Borrower to pay liabilities, costs and expenses

described in Section 10 of this Agreement shall survive beyond

the term of this Agreement.



          b.   Survival; Reliance.  Each representation,

warranty, covenant and agreement of the Borrower contained in

this Agreement shall survive the making of each Loan and the

execution and delivery to the Bank of each Loan Document and

shall continue in full force and effect during the term of this

Agreement. Each such representation, warranty, covenant and

agreement shall be presumed to have been relied upon by the Bank

regardless of any investigation made or not made, or any

information possessed or not possessed, by the Bank.



          c.   Right of Setoff.  Upon and at any time and from

time to time after any occurrence or existence of any Event of

Default, except to the extent prohibited by any applicable Law,

(i) the Bank shall have the right, at the sole option of the Bank

and without any notice or demand of any kind (each of which is

knowingly, voluntarily, intentionally and irrevocably waived by

the Borrower), to place an administrative hold on, and set off

against the aggregate outstanding principal amounts of all Loans,

all interest payable pursuant to this Agreement and remaining

unpaid and all other amounts payable by the Borrower to the Bank

pursuant to this Agreement and remaining unpaid, each

indebtedness and other obligation of the Bank in any capacity to,

in any capacity and whether alone or otherwise, the Borrower,

whether now existing or hereafter arising or accruing, whether or

not then due and whether pursuant to any deposit account or

otherwise, and (ii) each holder of any participation in any

unpaid indebtedness of the Borrower to the Bank pursuant to this

Agreement shall have the right, at the sole option of such holder

and without any notice or demand of any kind (each of which is

knowingly, voluntarily, intentionally and irrevocably waived by

the Borrower), to place an administrative hold on, and set off

against such unpaid indebtedness, to the extent of such holder's

participation in such unpaid indebtedness, each indebtedness and

other obligation of such holder in any capacity to, in any

capacity and whether alone or otherwise, the Borrower, whether

now existing or hereafter arising or accruing, whether or not

then due and whether pursuant to any deposit account or

otherwise.  Such setoff shall become effective at the time the

Bank or such holder opts therefor even though evidence thereof is

not entered on the records of the Bank or such holder until

later.



          d.   Assignment or Grant of Participation.  The Bank

shall have the right to assign or otherwise transfer or grant any

participation in this Agreement, any indebtedness or other

obligation of the Borrower pursuant to this Agreement or any

right or remedy of the Bank pursuant to this Agreement.  The

Borrower shall not assign or otherwise transfer any right or

indebtedness or other obligation of the Borrower pursuant to this

Agreement without the prior written consent of the Bank, and any

such assignment or other transfer without such prior written

consent shall be void.  No consent by the Bank to any such

assignment or other transfer shall release the Borrower from any

such indebtedness or other obligation.



          e.   Binding Effect.  This Agreement shall be binding

upon the Borrower and each direct or indirect successor and

assignee of the Borrower and shall inure to the benefit of and be

enforceable by the Bank and each direct or indirect successor and

assignee of the Bank.



          f.   Entire Agreement, Modifications and Waivers.  This

Agreement contains the entire agreement between the Bank and the

Borrower with respect to the subject matter of this Agreement and

supersedes each action heretofore taken or not taken, each course

of conduct heretofore pursued, accepted or acquiesced in, and

each oral or written agreement and representation heretofore

made, by or on behalf of the Bank or the Borrower with respect

thereto.  No action heretofore or hereafter taken or not taken,

no course of conduct heretofore or hereafter pursued, accepted or

acquiesced in, no oral or written agreement or representation

heretofore made, and no oral agreement or representation

hereafter made, by or on behalf of the Bank or the Borrower shall

modify or terminate this Agreement, impair or otherwise adversely

affect any indebtedness or other obligation of the Bank or the

Borrower pursuant to this Agreement or any right or remedy of the

Bank or the Borrower pursuant to this Agreement or arising as a

result of this Agreement or operate as a waiver of any such right

or remedy.  No modification of this Agreement or waiver of any

such right or remedy shall be effective unless made in a writing

duly executed by the Bank and the Borrower and specifically

referring to such modification or waiver.



          g.   Rights and Remedies Cumulative.  All rights and

remedies of the Bank or the Borrower pursuant to this Agreement

or arising as a result of this Agreement shall be cumulative, and

no such right or remedy shall be exclusive of any other such

right or remedy.  For example, all rights and remedies of the

Bank pursuant to Section 9 of this Agreement shall be in addition

to all other rights and remedies of the Bank, whether pursuant to

any Loan Document or applicable law.



          h.   Requests.  Each request of the Bank pursuant to

this Agreement may be made (i) at any time and from time to time,

(ii) at the sole option of the Bank and (iii) whether or not any

Event of Default or Potential Event of Default has occurred or

existed.



          i.   Extent of Consents and Waivers.  Each consent and

waiver of the Bank or the Borrower contained in this Agreement

shall be deemed to have been given to the extent permitted by

applicable law.



          j.   Directly or Indirectly.  Any provision of this

Agreement that prohibits or has the effect of prohibiting any

Related Entity from taking any action shall be construed to

prohibit it from taking such action directly or indirectly.



          k.   Accounting Terms and Computations.  Each

accounting term used in this Agreement shall be construed as of

any time in accordance with generally accepted accounting

principles as in effect at such time.  Each accounting

computation that this Agreement requires to be made as of any

time shall be made in accordance with such principles as in

effect at such time, except where such principles are

incompatible with any requirement of this Agreement.



          l.   Reference to Law.  Any reference in this Agreement

to any Law shall be deemed to be as of any time a reference to

such Law as in effect at such time or, if such Law is not in

effect at such time, a reference to any similar Law in effect at

such time.



          m.   Reference to Governmental Authority.  Any

reference in this Agreement to any Governmental Authority shall

be deemed to be as of any time after such Governmental Authority

ceases to exist a reference to the successor of such Governmental

Authority at such time.



          n.   Severability.  Whenever possible, each provision

of this Agreement shall be interpreted in such manner as to be

effective and valid under applicable law.  If, however, any such

provision shall be prohibited by or invalid under such law, it

shall be deemed modified to conform to the minimum requirements

of such law, or, if for any reason it is not deemed so modified,

it shall be prohibited or invalid only to the extent of such

prohibition or invalidity without the remainder thereof or any

other such provision being prohibited or invalid.



          o.   Governing Law.  This Agreement shall be governed

by and construed, interpreted and enforced in accordance with the

internal law of the State of New York, without regard to

principles of conflict of laws.



          p.   Headings.  In this Agreement, headings of sections

are for convenience of reference only and have no substantive

effect.



          13.  CONSENTS AND WAIVERS RELATING TO LEGAL

PROCEEDINGS.



          a.   JURISDICTIONAL CONSENTS AND WAIVERS.  THE BORROWER

KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY (i)

CONSENTS IN EACH ACTION AND OTHER LEGAL PROCEEDING COMMENCED BY

THE BANK IN CONNECTION WITH ANY LOAN, ANY LOAN DOCUMENT OR ANY

COLLATERAL, SUBORDINATION, GUARANTY, ENDORSEMENT OR OTHER

SECURITY OR ASSURANCE OF PAYMENT, WHETHER NOW EXISTING OR

HEREAFTER ARISING, THAT NOW OR HEREAFTER DIRECTLY OR INDIRECTLY

SECURES THE REPAYMENT OR PAYMENT OF OR IS OTHERWISE NOW OR

HEREAFTER DIRECTLY OR INDIRECTLY APPLICABLE TO ANY OF THE

PRINCIPAL AMOUNT OF ANY LOAN, ANY INTEREST PAYABLE PURSUANT TO

THIS AGREEMENT OR ANY OTHER AMOUNT PAYABLE BY THE BORROWER TO THE

BANK PURSUANT TO THIS AGREEMENT TO THE PERSONAL JURISDICTION OF

ANY COURT THAT IS EITHER A COURT OF RECORD OF THE STATE OF NEW

YORK OR A COURT OF THE UNITED STATES LOCATED IN THE STATE OF NEW

YORK, (ii) WAIVES EACH OBJECTION TO THE LAYING OF VENUE OF ANY

SUCH ACTION OR OTHER LEGAL PROCEEDING, (iii) WAIVES PERSONAL

SERVICE OF PROCESS IN EACH SUCH ACTION AND OTHER LEGAL

PROCEEDING, (iv) CONSENTS TO THE MAKING OF SERVICE OF PROCESS IN

EACH SUCH ACTION AND OTHER LEGAL PROCEEDING BY REGISTERED MAIL

DIRECTED TO THE BORROWER AT THE LAST ADDRESS OF THE BORROWER

SHOWN IN THE RECORDS RELATING TO THIS AGREEMENT MAINTAINED BY THE

BANK, WITH SUCH SERVICE OF PROCESS TO BE DEEMED COMPLETED FIVE

DAYS AFTER THE MAILING THEREOF AND (v) CONSENTS TO EACH FINAL

JUDGMENT THAT IS OBTAINED AS A DIRECT OR INDIRECT RESULT OF ANY

SUCH ACTION OR OTHER LEGAL PROCEEDING BEING SUED UPON IN ANY

COURT HAVING JURISDICTION WITH RESPECT THERETO AND ENFORCED IN

THE JURISDICTION IN WHICH SUCH COURT IS LOCATED AS IF ISSUED BY

SUCH COURT.



          b.   WAIVER OF TRIAL BY JURY AND CLAIMS TO CERTAIN

DAMAGES.  EACH OF THE BANK AND THE BORROWER KNOWINGLY,

VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES EACH RIGHT IT

MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO, AND EACH RIGHT TO

ASSERT ANY CLAIM FOR DAMAGES (INCLUDING, BUT NOT LIMITED TO,

PUNITIVE DAMAGES) IN ADDITION TO ACTUAL AND CONSEQUENTIAL DAMAGES

IN, ANY ACTION OR OTHER LEGAL PROCEEDING, WHETHER BASED ON ANY

CONTRACT OR NEGLIGENT, INTENTIONAL OR OTHER TORT OR OTHERWISE, IN

CONNECTION WITH (i) ANY LOAN, ANY LOAN DOCUMENT OR ANY

COLLATERAL, SUBORDINATION, GUARANTY, ENDORSEMENT OR OTHER

SECURITY OR ASSURANCE OF PAYMENT, WHETHER NOW EXISTING OR

HEREAFTER ARISING, THAT NOW OR HEREAFTER DIRECTLY OR INDIRECTLY

SECURES THE REPAYMENT OR PAYMENT OF OR IS OTHERWISE NOW OR HEREAF

TER DIRECTLY OR INDIRECTLY APPLICABLE TO ANY OF THE PRINCIPAL

AMOUNT OF ANY LOAN, ANY INTEREST PAYABLE PURSUANT TO THIS

AGREEMENT OR ANY OTHER AMOUNT PAYABLE BY THE BORROWER TO THE BANK

PURSUANT TO THIS AGREEMENT OR (ii) ANY ACTION HERETOFORE OR

HEREAFTER TAKEN OR NOT TAKEN, ANY COURSE OF CONDUCT HERETOFORE OR

HEREAFTER PURSUED, ACCEPTED OR ACQUIESCED IN, OR ANY ORAL OR

WRITTEN AGREEMENT OR REPRESENTATION HERETOFORE OR HEREAFTER MADE,

BY OR ON BEHALF OF THE OTHER IN CONNECTION WITH ANY LOAN, ANY

LOAN DOCUMENT OR ANY SUCH COLLATERAL, SUBORDINATION, GUARANTY,

ENDORSEMENT OR OTHER SECURITY OR ASSURANCE OF PAYMENT.  THIS

SECTION 13b IS A MATERIAL INDUCEMENT FOR EACH OF THE BANK AND THE

BORROWER IN CONNECTION WITH ITS ENTRY INTO THIS AGREEMENT.



          The Bank and the Borrower have caused this Agreement to

be duly executed on the date shown at the beginning of this Agree

ment.



                    MANUFACTURERS AND TRADERS TRUST COMPANY


          /s/Mark E. Hoffman
By___________________________________________________
                         Mark E. Hoffman
                         Vice President


                    COMPTEK RESEARCH, INC.


               /s/John J. Sciuto
By___________________________________________________
                         John J. Sciuto
                         Chairman, President and Chief Executive
Officer
                        ACKNOWLEDGMENTS


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


     On the 14th day of May in the year 1998, before me

personally came Mark E. Hoffman, to me known, who, being by me

duly sworn, did depose and say that he resides at 120 Dorset

Drive, Tonawanda, New York 14223; that he is a Vice President of

Manufacturers and Traders Trust Company, the corporation

described in and which executed the above instrument; and that he

signed his name thereto by order of the board of directors of

said corporation.

     /s/Betsy J.Mills

__________________________________________
                              Notary Public



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


          On the 14th day of May in the year 1998, before me

personally came John J. Sciuto, to me known, who, being by me

duly sworn, did depose and say that he resides at 6392 Black

Walnut Court, East Amherst, New York 14051; that he is the

Chairman, President and Chief Executive Officer of Comptek

Research, Inc., the corporation described in and which executed

the above instrument; and that he signed his name thereto by

order of the board of directors of said corporation.



     /s/Betsy J. Mills
__________________________________________
                              Notary Public

                           EXHIBIT A



Permitted Affiliate Transactions.

1.   Employment contracts by and between the Related Entities and
     certain Affiliates and employees as are currently in force
     or entered into in connection with the Acquisition and the
     renewal or extension of the same on substantially similar
     terms.

2.   Loan by Comptek Federal Systems, Inc. to John J. Sciuto in
     the principal amount of $218,415, having a currently
     outstanding principal balance of $168,000.

3.   The granting of benefits, rights, loans, awards, stock
     options to any Affiliate pursuant to the terms of the
     currently in effect incentive plans and the renewal or
     extension of the same on substantially similar terms.

Permitted Indebtedness.

1.   Loan from Rand Capital Corporation to Comptek Research, Inc.
     in the principal amount of $164,285 as evidenced by a
     Promissory Note dated September 13, 1994; having an
     outstanding balance of $51,000.

2.   Borrowing by Comptek Research, Inc. from KeyBank National
     Association under interest rate swap arrangements entered
     into as of May 5, 1998.

3.   Environmental indemnification letter agreement dated October
     19, 1994, issued by Comptek Research, Inc. to Elgin E2, Inc.
     in connection with the sale of assets of Industrial Systems
     Service, Inc., a wholly owned subsidiary of Comptek
     Research, Inc.

4.   Guarantee by Comptek Research, Inc. of PRB's Associates,
     Inc.'s obligations under Lease Agreement dated May 1, 1998,
     relating to PRB's Associates, Inc.'s principal offices
     located at 43865 Airport View Drive, Hollywood, Maryland
     20636.

5.   Guaranty of Payment and Performance, dated as of May 5,
     1998, to KeyBank National Association by each of Comptek
     Federal Systems, Inc., Comptek Research International Corp.,
     Comptek Research, Ltd. and PRB Associates, Inc., relating to
     obligations of Comptek Research, Inc. under interest rate
     swap arrangements referred to above, with such guaranties to
     be in substantially the same form as provided to the Bank
     prior to the execution thereof.

Permitted Investments and Loans.

1.   Promissory Note issued by Key International, Inc. to
     Industrial Systems Service, Inc. dated October 19, 1994 and
     assigned to Comptek Research, Inc. having an outstanding
     balance of $140,000.

     2.    The  repurchase  of shares of Comptek  Research,  Inc.
pursuant  to authorization of the Board of Directors  of  Comptek
Research, Inc.; provided however, not more than 50,000 shares are
repurchased after the date of this Agreement without the  consent
of the Bank.

Permitted Liens

     Any security interest  (1) previously granted by any Related
     Party to any secured party or assignee thereof named in any
     financing statement described in Rider 1 attached to an made
     a part of this Exhibit A (except for any such financing
     statement designated therein `TO BE TERMINATED" or "TO BE
     ASSIGNED TO M&T"), but only to the extent that such security
     interest shall (a) cover any property described in such
     financing statement and (b) secure payment of the unpaid
     balance of the purchase price, or the unpaid balance of
     lease obligations relating to the use, of such property, any
     interest accrued or to accrue on such unpaid balance and
     reasonable expenses of collection in connection therewith or
     (2) granted or to be granted to KeyBank National Association
     by any of Comptek Research, Inc., Comptek Federal Systems,
     Inc., Comptek Research International Corp., Comptek
     Research, Ltd. or PRB pursuant to Security Agreements, dated
     as of May 5, 1998, in substantially the same form as
     provided to the Bank prior to the execution thereof.

Fiscal Year of Related Entities

     The fiscal year end of the Related Entities are as follows:

          Comptek Research, Inc.                  March 31

          Comptek Federal Systems, Inc.           March 31
          Comptek Research, Ltd.                  March 31

          Comptek Research International Corp.    April 30

          PRB Associates, Inc.                    December 31

          SimWright, Inc.                         December 31

          DeVoe and Matthews, LC                  December 31


In addition, the following corporate entities are 100% owned by
Comptek Research, Inc., but hold no assets and are not engaged in
any operating activities:

     Industrial Service Systems, Inc.
     Comptek Telecommunications, Inc.
     Comptek Technical Services, Inc.

                      RIDER 1 TO EXHIBIT A


     SUMMARY OF UNIFORM
   COMMERCIAL CODE SEARCH
          RESULTS

A.    COMPTEK RESEARCH, INC.

1.    New York Secretary of
 State (as of 5/4/98)
                                                   
                                         Original          
                                          Filing   Brief Collateral
 Secured Party or Assignee     Number      Date       Description
First National Bank of                             
Maryland (debtor:  Comptek    097252     5/6/93    Specific leased
Federal Systems, Inc.)                             equipment
                              047931     3/8/96    All personal
Manufacturers and Traders                          property
Trust Company

2.    Erie County, NY Clerk
 (5/6/98)
                                                   
                                         Original          
                                          Filing   Brief Collateral
 Secured Party or Assignee     Number      Date       Description
                                                   
Manufacturers and Traders     Q23/6571   3/27/96   All personal
Trust Company                                      property
                                                   
Manufacturers and Traders     Q23/6576   3/27/96   All personal
Trust Company                                      property
Debtor:  Comptek Research,                         
International Corp.

BCOMPTEK FEDERAL SYSTEMS,
 INC.

1.    New York Secretary of
 State (as of 5/4/98)
                                                   
                               Number    Original          
 Secured Party or Assignee                Filing   Brief Collateral
                                           Date       Description
                                                   
First National Bank of        097252     5/6/93    Specific leased
Maryland                                           equipment
                                                   
Siemens Credit Corporation    183202     8/26/93   Specific leased
                                                   equipment
                                                   
     Amendment (debtor's      006250     1/10/96   
     address)
                                                   
O/E Systems, Inc. d/b/a M/C   190521     9/7/93    Specific leased
Leasing                                            equipment
                                                   
Montgomery Leasing Co.        213110     10/19/94  Specific leased
                                                   equipment
                                                   
Tricon Capital Corp.          258952     12/22/94  Specific leased
                                                   equipment
                                                   
Vanguard Financial Service    110367     5/31/95   Specific leased
Corp.                                              equipment
                                                   
Manufacturers and Traders     047933     3/8/96    All personal
Trust Company                                      property

2.    Erie County, NY Clerk
 (as of 5/6/98)

                                                   
                                         Original          
                                          Filing   Brief Collateral
 Secured Party or Assignee     Number      Date       Description
                                                   
First National Bank of        006145     5/13/93   Specific leased
Maryland                                           equipment
                                                   
O/E Systems, Inc. d/b/a M/C   012756     9/9/93    Specific leased
Leasing                                            equipment
                                                   
Siemens Credit Corporation    Q21/       9/1/93    Specific leased
                              5334                 equipment
                                                   
     Amendment (debtor's                 1/9/96    
     address)
                                                   
Montgomery Leasing Co.        Q13/       10/24/94  Specific leased
                              9716                 equipment
                                                   
Vanguard Financial Service    Q18/0624   6/6/95    Specific leased
Corp.                                              equipment
                                                   
Manufacturers and Traders     Q23/       3/27/96   All personal
Trust Company                 6573                 property

3.    Virginia State
 Corporation Commission (as
 of 4/30/98)
                                                   
                                         Original          
                                          Filing   Brief Collateral
 Secured Party or Assignee     Number      Date       Description
                                                   
First National Bank of        930506     5/6/93    Specific leased
Maryland                      7128                 equipment
                                                   
Sanwa Leasing Corp.           930628     6/28/93   Specific leased
                              7522                 equipment

                                                   
Siemens Credit Corporation    930826     8/26/93   Specific leased
                              7011                 equipment
                                                   
Montgomery Leasing Co.        940629     6/29/94   Specific leased
                              7208                 equipment
                                                   
Montgomery Leasing Co.        940629     6/29/94   Specific leased
                              7209                 equipment
                                                   
FINOVA Capital Corporation    950911     9/11/95   Specific leased
                              7808                 equipment
                              
                                                   
Manufacturers and Traders     960311     3/11/96   All personal
Trust Company                 7142                 property

4.    Arlington County,
 Virginia Clerk of Circuit
 Court (as of 5/1/98)
                                                   
                                         Original          
                                          Filing   Brief Collateral
 Secured Party or Assignee     Number      Date       Description
                                                   
First Nation Bank of          52367      5/12/93   Specific leased
Maryland                                           equipment
                                                   
Sanwa Leasing Corp.           52535      6/28/93   Specific leased
                                                   equipment
                                                   
Montgomery Leasing Co.        54053      7/5/94    Specific leased
                                                   equipment
                                                   
Montgomery Leasing Co.        54057      7/5/94    Specific leased
                                                   equipment
                                                   
FINOVA Capital Corporation    655685     9/11/95   Specific leased
                                                   equipment
                                                   
Manufacturers and Traders     56388      3/22/96   All personal
Trust Company                                      property

5.    King George County,
 Virginia Clerk of Circuit
 Court (as of 4/28/98)
                                                   
                                         Original          
                                          Filing   Brief Collateral
 Secured Party or Assignee     Number      Date       Description
                                                   
Manufacturers and Traders     6784       8/1/97    All personal
Trust Company                                      property

6.    Virginia Beach,
 Virginia Clerk of Circuit
 Court (as of 5/6/98)
                                                   
                                         Original          
                                          Filing   Brief Collateral
 Secured Party or Assignee     Number      Date       Description
                                                   
Siemens Credit Corporation    93-3304    8/27/93   Specific leased
                                                   equipment
                                                   
Manufacturers and Traders     96-1121    3/27/96   All personal
Trust Company                                      property

7.    California Secretary
 of State (as of 5/1/98)
                                                   
                                         Original          
                                          Filing           
 Secured Party or Assignee     Number      Date    Brief Collateral
                                                      Description
                                                   
White Oak Equipment Leasing   93110570   6/1/93    Specific leased
Corp.                                              equipment
                                                   
Santa Barbara Leasing                              
                                                   
Colonial Pacific Leasing -    93167921   8/17/93   Specific leased
Assignee  (Comptek Research,                       equipment
Inc. listed as additional
debtor)
                                                   
Toshiba Easy Lease                                 
                                                   
TriCon Capital - Assignee     94186923   9/12/94   Specific
                                                   equipment
                                                   
Vanguard Financial Service    95158603   6/5/95    Specific leased
Corp                          01                   equipment
                                                   
American Leaseline            95290604   10/12/95  Specific
Corporation                   27                   equipment
                                                   
Manufacturers and Traders     96073600   3/11/96   All personal
Trust Company                 53                   property

8.    Florida Secretary of
 State (as of 5/5/98) - NONE

9.    Mississippi Secretary
 of State (as of 5/8/98)
                                                   
                                         Original          
                                          Filing           
 Secured Party or Assignee     Number      Date    Brief Collateral
                                                      Description
                                                   
Manufacturers and Traders     00968746   3/28/96   All personal
Trust Company                                      property

10.   Jackson County,
 Mississippi (as of 5/4/98)
                                                   
                                         Original          
                                          Filing   Brief Collateral
 Secured Party or Assignee     Number      Date       Description
                                                   
Manufacturers and Traders     9686609    3/13/96   All personal
Trust Company                                      property

11.   New Jersey Secretary
 of State (as of 5/14/98)
                                                   
                                         Original          
                                          Filing           
 Secured Party or Assignee     Number      Date    Brief Collateral
                                                      Description
                                                   
Manufacturers and Traders     1686864    3/11/96   All personal
Trust Company                                      property

C.    COMPTEK RESEARCH
 INTERNATIONAL CORP.

1.    New York Secretary of
 State (as of 5/8/98)
                                                   
                                         Original          
                                          Filing           
 Secured Party or Assignee     Number      Date    Brief Collateral
                                                      Description
                                                   
Manufacturers and Traders     047928     3/8/96    All personal
Trust Company                                      property

2.    Erie County, New York
 Clerk (as of 5/8/98)
                                                   
                                         Original          
                                          Filing   Brief Collateral
 Secured Party or Assignee     Number      Date       Description
                                                   
Manufacturers and Traders     Q23/       3/27/96   All personal
Trust Company                 6576                 property

D.    COMPTEK RESEARCH, LTD.

1.    New York Secretary of
 State (as of 5/4/98)
                                                   
                                         Original          
                                          Filing           
 Secured Party or Assignee     Number      Date    Brief Collateral
                                                      Description
                                                   
First National Bank of        097252     5/6/93    Specific leased
Maryland (Debtor:  Comptek                         equipment
Federal Systems, Inc.)
                                                   
Manufacturers and Traders     047931     3/8/96    All personal
Trust Company (Debtor:                             property
Comptek Research, Inc.)

2.    Erie County, New York
 Clerk (as of 5/8/98)
                                                   
                                         Original          
                                          Filing           
 Secured Party or Assignee     Number      Date    Brief Collateral
                                                      Description
                                                   
First National Bank of        006145     5/13/93   Specific
Maryland (Debtor:  Comptek                         equipment
Federal Systems, Inc.)
                                                   
Manufacturers and Traders     Q23/       3/27/96   All personal
Trust Company (Debtor:        6571                 property
Comptek Research, Inc.)
                                                   
Manufacturers and Traders     Q23/       3/27/96   All personal
Trust Company (Debtor:        6576                 property
Comptek Research
International Corp.)

E.    PRB Associates, Inc.

1.    California Secretary
 of State (as of 5/4/98) -
 NONE

2.    Florida Secretary of
 State (as of 4/29/98) -
 NONE

3.    Okaloosa County,
 Florida Clerk of Circuit
 Court (as of 5/4/98) - NONE

4.    Maryland Secretary of
 State (as of 4/20/98)
                                                   
                                         Original          
                                          Filing           
 Secured Party or Assignee     Number      Date    Brief Collateral
                                                      Description
                                                   
Maryland National Bank        72228112   8/10/87   Accounts -
                                                   proceeds and
                                                   products therof
                                                   (TO BE
                                                   TERMINATED)
                                                   
MPI Business Systems          16185755   7/3/96    Specific
                              7                    equipment

5.    St. Mary's County,
 Maryland (as of 5/1/98)
                                                   
                                         Original          
                                          Filing   Brief Collateral
 Secured Party or Assignee     Number      Date       Description
                                                   
St. Mary's Professional       31982      1/20/86   Specific
Equipment Leasing Company     (073/                equipment
                              180)
                                                   
Maryland National Bank        32908      8/11/87   Accounts (TO BE
                              (076/267             TERMINATED)
                              )

6.    South Carolina
 Secretary of State (as of
 5/1/98) - NONE

7.    Virginia State
 Corporation Commission (as
 of 4/30/98) - NONE

8.    Arlington County,
 Virginia Clerk of Circuit
 Court (as of 5/1/98) - NONE

9.    Washington Department
 of Licensing (as of
 4/28/98)- NONE

F.    SIMWRIGHT, INC.

1.    Florida Secretary of
 State (as of 5/5/98)
                                                   
                                         Original          
                                          Filing           
 Secured Party or Assignee     Number      Date    Brief Collateral
                                                      Description
                                                   
PRB Associates, Inc.          98000005   3/16/98   Accounts,
                              6769                 Inventory,
                                                   Equipment,
                                                   Chattel Paper,
                                                   Documents,
                                                   Instruments and
                                                   General
                                                   Intangibles (TO
                                                   BE ASSIGNED TO
                                                   M&T)

G.    DEVOE AND MATTHEWS,
 L.C.

1.    Florida Secretary of
 State (as of 5/5/98) - NONE



                                
                            EXHIBIT B


                         ________________


Manufacturers and Traders Trust Company
One M&T Plaza
Buffalo, New York 14240

Ladies and Gentlemen:

          We refer to a Corporate Revolving and Term Loan
Agreement, dated May ___, 1998, between you and us (the "Loan
Agreement").  In this letter, the term "Revolving Loan Maturity
Date" has the meaning given it in the Loan Agreement.

          Pursuant to Section 2j of the Loan Agreement, we are
requesting that the Revolving Loan Maturity Date be extended from
March 31, ___ to March 31, ___.  We acknowledge that, if prior to
the Revolving Loan Maturity Date you execute and deliver to us
this letter, the Revolving Loan Maturity Date shall automatically
be extended to March 31, ___ and that, if you do not so execute
and deliver this letter, the Revolving Loan Maturity Date shall
remain March 31, ___.

                              Very truly yours,

                         COMPTEK RESEARCH, INC.


                         By
_______________________________________
                                                  Title


Accepted and agreed to this
_____ day of ________________.


MANUFACTURERS AND TRADERS TRUST COMPANY


By_____________________________________
                         Title



CORPORATE:180547_5 (3VB7_5)
                                


                          EXHIBIT 10.8m
                                
<PAGE>
<TABLE>
<S>                                                   <C>
-----------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
1. CONTRACT ID CODE                    PAGE OF PAGES
         U                               1       2
-----------------------------------------------------------------
2.   AMENDMENT/MODIFICATION NO.           3. EFFECTIVE DATE
         P00209                                 SEE BLK 16C.

4. REQUISITION/PURCHASE REQ. NO.            5. PROJECT NO.
      N00024-97-FR-54552                       7-03KF-54
-----------------------------------------------------------------
6. ISSUED BY CODE N00024 7. ADMINISTERED BY(If other than Item 6)
                                                   CODE  S3305A

NAVAL SEA SYSTEMS COMMAND                   DCMAO BUFFALO
2531 JEFFERSON DAVIS HIGHWAY                1103 FEDERAL BUILDING
ARLINGTON VA 22242-5160                     111 W. HURON STREET
BUYER/SYMBOL: Linda Cooper/SEA-0251         BUFFALO, NY 14202
PHONE: Area Code 703/602-8105, EXT. 516
-----------------------------------------------------------------
8.   NAME AND ADDRESS OF CONTRACTOR (No., street, county, State
  and
   ZIP Code)
                                |(X)|9A. AMENDMENT OF
DUNS No. 78-999-5610            |   |    SOLICITATION NO.
                                |   |---------------------------
CEC NO: 789995610               |   |9B.  DATED (SEE ITEM 11)
                                |   |
COMPTEK FEDERAL SYSTEMS, INC.   |   |---------------------------
2732 TRANSIT ROAD               |   |10A. MODIFICATION OF
BUFFALO, NY 14224-2523          |   |     CONTRACT/ORDER NO.
                                |   |     N00024-90-C-5208
                                |   |---------------------------
TIN NO: 16-1411419              |   |10B.  DATED (SEE ITEM 13)
--------------------------------|   |        90 MAR 30
 CODE OTTJ6 |  FACILITY CODE    |   |

     11. THIS ITEM ONLY APPLIES TO AMENDMENT OF SOLICITATIONS

[   ] The above numbered solicitation is amended as set forth in
Item 14.  The hour and date specified for receipt of Offer [   ]
is extended, [  ] is not extended. Offers must acknowledge
receipt of this amendment prior to the hour and date specified in
the solicitation or as amended, by one of the following methods:
(a)  By competing items 8 and 15, and returning ___ copies of the
amendment; (b) By acknowledging receipt of this amendment on each
copy of the offer submitted; or (c) By separate Letter or
telegram which includes a reference to the solicitation and
amendment numbers.  FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED
AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE
HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR
OFFER.  If by virtue of this amendment you desire to change and
offer already submitted, such change may be made by telegram or
Letter, provided each telegram or letter makes reference to the
solicitation and this amendment, and is received prior to the
opening hour and date specified.

12.  ACCOUNTING AND APPROPRIATION DATA
     SEE ATTACHED FINANCIAL ACCOUNTING DATA SHEETS
-----------------------------------------------------------------
13.  THIS ITEM APPLIES ONLY TO MODIFICATIONS OF
    CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS
    DESCRIBED IN ITEM 14.
-----------------------------------------------------------------
     | A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify
     |    authority) THE CHANGES
     |    SET FORTH IN ITEM 14 ARE MADE IN THE
     |    CONTRACT ORDER NO.  IN ITEM 10A.
-----------------------------------------------------------------
     | B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO
     |    REFLECT THE ADMINISTRATIVE
     |    CHANGES (such as changes in paying  office,
     |    appropriation date, etc.) SET FORTH
     |    IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43,103(b).
-----------------------------------------------------------------
     | C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO
     |    AUTHORITY OF:
     |
-----------------------------------------------------------------
     | D. OTHER (Specify type of modification and authority)
 x   |    UNILATERAL MODIFICATION PER SECTION H, ALLOTMENT OF
     |    FUNDS CLAUSE PARAGRAPH (b)
-----------------------------------------------------------------
E.   IMPORTANT: Contractor [X] is not, [  ] is required to sign
  this document and return __ copies to the issuing office.

-----------------------------------------------------------------
14.  DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF
  section headings, including solicitation/contract subject matter
  where feasible.)


                          SEE ATTACHED PAGES

                            TI-97-X30

Except as provided herein, all terms and conditions of the
document referenced in item 9A or 10A, as heretofore changed,
remains unchanged and in full force and effect.
-----------------------------------------------------------------
15A.  NAME AND TITLE OF SIGNER (Type or print)

         James E. Ertel
         Contracts Administrator

16A.  NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
          ANN VAN HOUTEN
          CONTRACTING OFFICER
-----------------------------------------------------------------
15B.  CONTRACTOR/OFFEROR                    15C.  DATE SIGNED

          /s/James E. Ertel                       01/16/98

Signature of person authorized to sign

16B.  UNITED STATES OF AMERICA       |        16C.  DATE SIGNED
      By /s/ANN VAN HOUTEN

-----------------------------------------------------------------
(Signature of Contracting officer)   |            01/23/98
-----------------------------------------------------------------
PREVIOUS EDITION UNUSABLE          30-105
STANDARD FORM 30 (REV. 10-83)
Prescribed by GSA
<PAGE>

                        N00024-90-C-5208
                                               N00024-98-FR-54552
                                           Modification of P00209
                                                      Page 2 of 2
                                                                 
The purpose of this modification is to decrease funds under Item
0033AC in the amount of $125,000 so the work can be performed on
the follow on contract.  As a result of this modification, the
total amount funded to date is decreased by $125,000 from
$48,044,140 to $47,919,140.  As a result of this modification,
the total estimated value of this contract remains $48,347,112.

1.   In  accordance with Limitation of Cost clause,  $125,000  is
     hereby deobligated from Item 0033AC as follows:


</TABLE>
<TABLE>
<S>     <C>             <C>        <C>        <C>        <C>
 Item  Estimated Cost  Fixed Fee    CPFF     Man-days     Type
0033AC $-116,822       $-8,178   $-125,000             SCN-96
</TABLE>

2.   As a result of this modification, the total amount funded to
     date is decreased by $125,000 from $48,044,140 to $47,919,140.
     As a result of this modification, the total estimated value of
     this contract remains $48,347,112.

3.   All other terms conditions remain unchanged.

<PAGE>

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

             FINANCIAL ACCOUNTING DATA SHEET - NAVY
-----------------------------------------------------------------

1. CONTRACT NUMBER          2. SPIN          3. MOD (CRITICAL)
    (CRITICAL)

  N00024-90-C-5208                                 P00209
-----------------------------------------------------------------
5.          6.  LINE OF ACCOUNTING

CLIN/SLIN       A. ACRN    B. APPROPRI-   C. SUBHEAD      D. OBJ
                CRITICAL      ATION          (CRITICAL)      CLA
                             (CRITICAL)
-----------------------------------------------------------------
0033AC            PH          1761711        8386           252
<S>                                 <C>


                  FINANCIAL ACCOUNTING DATA SHEET -- Continued
-----------------------------------------------------------------
4. PR NUMBER                                 PAGE 1 OF 1
    N0002498FR54552
    TI 97-X30 (B)
-----------------------------------------------------------------
E.       F.     G.    H.        I.      J.       K.
PARM   RFM    SA    AAA       TT      PAA      COST CODE
                   (CRITICAL)                  PROJ          PDLI
                                               UNIT   MCC   & SUF
_________________________________________________________________

WB      WCL    0    068342     2D     000000   23027  400    001A
-----------------------------------------------------------------
7.   AMOUNT (CRITICAL)             NAVY INTERNAL USE ONLY
                                   REF COD/ACRN

   ($125,000.00)                        N0002496PD77025
                                        (LHD 7)
PAGE TOTAL     ($125,000.00)

GRAND TOTAL
-----------------------------------------------------------------

PREPARED/AUTHORIZED BY:

/S/MARIA C. ANTHONY
MARIA C. ANTHONY

DATE:     11/21/97


COMPTROLLER APPROVAL:


SIGNATURE     /S/IVY HAWKINS
              IVY HAWKINS
              BY DIRECTION OF
              CAPT. V.H. ACKLEY
              DEPUTY COMMANDER/COMPTROLLER

DATE:

12/23/97
-----------------------------------------------------------
</TABLE>
                                
                                
                          EXHIBIT 10.9d

<TABLE>
<S>                                                   <C>
-----------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
1. CONTRACT ID CODE                    PAGE OF PAGES
         U                               1       4
-----------------------------------------------------------------
2.   AMENDMENT/MODIFICATION NO.           3. EFFECTIVE DATE
         P00009                              SEE BLK 16C.

4. REQUISITION/PURCHASE REQ. NO.            5. PROJECT NO.
      N00024-98-FR-54525/54540              7-03KF-54525/54540
-----------------------------------------------------------------
6. ISSUED BY CODE N00024 7. ADMINISTERED BY(If other than Item 6)
                                                   CODE  S3305A

NAVAL SEA SYSTEMS COMMAND                   DCMAO BUFFALO
2531 JEFFERSON DAVIS HIGHWAY                1103 FEDERAL BUILDING
ARLINGTON VA 22242-5160                     111 W. HURON STREET
BUYER/SYMBOL: L. COOPER/SEA0251             BUFFALO, NY 14202
PHONE: Area Code 703/602-8105, EXT. 516
-----------------------------------------------------------------
8.   NAME AND ADDRESS OF CONTRACTOR (No., street, county, State
  and
   ZIP Code)
                                |(X)|9A. AMENDMENT OF
                                |   |    SOLICITATION NO.
                                |   |---------------------------
CEC NO: 16-1411419              |   |9B.  DATED (SEE ITEM 11)
                                |   |
COMPTEK FEDERAL SYSTEMS, INC.   |   |---------------------------
2732 TRANSIT ROAD               |   |10A. MODIFICATION OF
BUFFALO, NY 14224-2523          |   |     CONTRACT/ORDER NO.
                                |   |     N00024-97-C-6431
                                |   |---------------------------
TIN NO: 16-1411419              |   |10B.  DATED (SEE ITEM 13)
--------------------------------|   |        30 APRIL 1990
 CODE OTTJ6 |  FACILITY CODE    |   |

     11. THIS ITEM ONLY APPLIES TO AMENDMENT OF SOLICITATIONS

[   ] The above numbered solicitation is amended as set forth in
Item 14.  The hour and date specified for receipt of Offer [   ]
is extended, [  ] is not extended. Offers must acknowledge
receipt of this amendment prior to the hour and date specified in
the solicitation or as amended, by one of the following methods:
(a)  By competing items 8 and 15, and returning ___ copies of the
amendment; (b) By acknowledging receipt of this amendment on each
copy of the offer submitted; or (c) By separate Letter or
telegram which includes a reference to the solicitation and
amendment numbers.  FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED
AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE
HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR
OFFER.  If by virtue of this amendment you desire to change and
offer already submitted, such change may be made by telegram or
Letter, provided each telegram or letter makes reference to the
solicitation and this amendment, and is received prior to the
opening hour and date specified.

12.  ACCOUNTING AND APPROPRIATION DATA
     SEE ATTACHED FINANCIAL ACCOUNTING DATA SHEETS
-----------------------------------------------------------------
13.  THIS ITEM APPLIES ONLY TO MODIFICATIONS OF
    CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS
    DESCRIBED IN ITEM 14.
-----------------------------------------------------------------
     | A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify
     |    authority) THE CHANGES
     |    SET FORTH IN ITEM 14 ARE MADE IN THE
     |    CONTRACT ORDER NO.  IN ITEM 10A.
-----------------------------------------------------------------
     | B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO
     |    REFLECT THE ADMINISTRATIVE
     |    CHANGES (such as changes in paying  office,
     |    appropriation date, etc.) SET FORTH
     |    IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43,103(b).
-----------------------------------------------------------------
     | C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO
     |    AUTHORITY OF:
     |
-----------------------------------------------------------------
     | D. OTHER (Specify type of modification and authority)
 x   |    UNILATERAL MODIFICATION PER SECTION H, ALLOTMENT OF
     |    FUNDS CLAUSE PARAGRAPH (b)
-----------------------------------------------------------------
E.   IMPORTANT: Contractor [X] is not, [  ] is required to sign
  this document and return __ copies to the issuing office.

-----------------------------------------------------------------
14.  DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF
  section headings, including solicitation/contract subject matter
  where feasible.)


                          SEE ATTACHED PAGES

                             C-7028
                             C-8003
                             C-7026

Except as provided herein, all terms and conditions of the
document referenced in item 9A or 10A, as heretofore changed,
remains unchanged and in full force and effect.
-----------------------------------------------------------------
15A.  NAME AND TITLE OF SIGNER (Type or print)


16A.  NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
          ANN VAN HOUTEN
          CONTRACTING OFFICER
-----------------------------------------------------------------
15B.  CONTRACTOR/OFFEROR                    15C.  DATE SIGNED


Signature of person authorized to sign

16B.  UNITED STATES OF AMERICA       |        16C.  DATE SIGNED
      By /s/ANN VAN HOUTEN
-----------------------------------------------------------------
(Signature of Contracting officer)   |            2/3/98
-----------------------------------------------------------------
PREVIOUS EDITION UNUSABLE          30-105
STANDARD FORM 30 (REV. 10-83)
Prescribed by GSA
<PAGE>

The purpose of this modification is to: (1) add new subline
0001AM and (2) establish and fully fund Item, 0001aj and 0001am
in the amount of $480,795.  As a result of this modification the
total amount funded to date is increased by $480,795 from
$3,231,810 to $3,712,605.  As a result of this modification, the
total estimated value of this contract remains unchanged at
$10,492,689 ($9,914,811 estimated cost and $557,878 fixed fee).
Accordingly, Contract N00024-97-C-6431 is hereby modified as
follows:

1.   Under Section B, SUPPLIES OR SERVICES and PRICES/COSTS,
     replace Item 0001 with the following ceilings:


</TABLE>
<TABLE>
<S>     <C>         <C>        <C>         <C>        <C>
ITEM   EST. COST   FIXED FEE  TOTAL CPFF  MAN HOURS  TYPE
0001    $6,406,738  $373,346   $6,780,084   182,651  
0001AA     $50,084    $2,920      $53,004     1,548  RDT&E97
0001AB          $0        $0           $0         0  FMS
0001AC          $0        $0           $0         0  O&MN97
0001AD    $579,240   $33,770     $613,010    16,913  OPN97
0001AE    $333,878   $19,519     $353,397     9,749  SCN97
0001AF          $0        $0           $0         0  WPN97
0001AG     $30,057    $1,743      $31,800       929  MISC
0001AH    $283,478   $16,522     $300,000     8,760  O&MN98
0001AJ    $884,318   $51,544     $935,862    27,326  RDT&E98-ETS
0001AK    $112,070    $6,532     $118,602     3,463  SCN93
0001AL    $956,265   $55,735   $1,012,000    29,549  SCN96
0001AM    $278,683   $16,247     $294,930     8,612  RDT&E98
TOTAL   $9,914,811  $577,878  $10,492,689   289,500  
</TABLE>

2.   Under Section C, SPECIFICATION OR STATEMENT OF WORK, add the
     following for Items 0001AJ and 0001AM:

     Item 0001AJ - The Contractor shall perform all services
     required under Technical Instruction 38013.
     
     Item 0001AM - The Contractor shall perform all services
     required under Technical Instructions 38093 and 37385.
     
     Items 0001AJ and 0001AM - The contractor shall perform all
     work required under Technical Instructions 38004, 38008,
     38009, 38010, 38011, 38013, 37385 and 38093.
     
3.   Under  Section  F. DELIVERIES OR PERIOD OF PERFORMANCE,  add
     the following for Items 0001AJ:

     Items 0001AJ - The Contractor shall provided the required
     services for this item from the date of this modification
     through 30 September 1998.
     
4.   In accordance with the LIMITATION OF COST clauses, as listed
     in the attached financial account data sheets, funding in the
     amount of $480,795 is hereby added as follows:

<TABLE>
<S>          <C>        <C>       <C>       <C>        <C>
ITEM       EST. COST  FIXED FEE  TOTAL      MAN HOURS  TYPE
                                 CPFF
0001AJ      $175,626    $10,239   $185,865      5,427  RDT&E98-
                                                       ETS
0001AM      $278,683    $16,247   $294,930      8,612  RDT&E98
            $454,309    $26,486   $480,795     14,039  
</TABLE>

A summary of total contract funding is attached.

5.   Under Section H, SPECIAL CONTRACT CLAUSES, ALLOTMENT OF
     FUNDS CLAUSE, add Items 0001AJ and 0001AM to paragraph (c).

6.   As a result of this modification the total amount funded to
     date is increased by $480,795 from $3,231,810 to $3,712,605.  As
     a result of this modification, the total estimated value of this
     contract remains unchanged at $10,492,689 ($9,914,811 estimated
     cost and $557,878 fixed fee).

7.   Except as provided herein, all other terms and conditions
     remain unchanged.

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

             FINANCIAL ACCOUNTING DATA SHEET - NAVY
-----------------------------------------------------------------

1. CONTRACT NUMBER          2. SPIN          3. MOD (CRITICAL)
    (CRITICAL)

  N0002497C6431                                 P00009
-----------------------------------------------------------------
5.          6.  LINE OF ACCOUNTING

CLIN/SLIN       A. ACRN    B. APPROPRI-   C. SUBHEAD      D. OBJ
                CRITICAL      ATION          (CRITICAL)      CLA
                             (CRITICAL)
-----------------------------------------------------------------
0001AM            BB          1781319        14EC           252
<S>                                 <C>


                  FINANCIAL ACCOUNTING DATA SHEET -- Continued
-----------------------------------------------------------------
4. PR NUMBER                                 PAGE 1 OF 1
    N0002498TI37385
    N0002498FR54525
-----------------------------------------------------------------
E.       F.     G.    H.        I.      J.       K.
PARM   RFM    SA    AAA       TT      PAA      COST CODE
                   (CRITICAL)                  PROJ          PDLI
                                               UNIT   MCC   & SUF
_________________________________________________________________

SA      SDF    0    068342     2D     980510   U2039  000    0010
-----------------------------------------------------------------
7.   AMOUNT (CRITICAL)             NAVY INTERNAL USE ONLY
                                   REF COD/ACRN

   $119,930.00                     N0002498AF114EC

PAGE TOTAL     $119,930.00

GRAND TOTAL    $119,930.00

-----------------------------------------------------------------

PREPARED/AUTHORIZED BY:

/S/D. GORDON

DATE:     11/04/97


COMPTROLLER APPROVAL:


SIGNATURE     /S/C.L. LANCASTER
              C.L. LANCASTER 703-602-3870X410
              BY DIRECTION OF
              CAPT. V.H. ACKLEY
              DEPUTY COMMANDER/COMPTROLLER

DATE:

1/8/98
-----------------------------------------------------------
</TABLE>
<TABLE>
<S>                     <C>                  <C>
-----------------------------------------------------------------

             FINANCIAL ACCOUNTING DATA SHEET - NAVY
-----------------------------------------------------------------

1. CONTRACT NUMBER          2. SPIN          3. MOD (CRITICAL)
    (CRITICAL)

  N0002497C6431                                 P00009
-----------------------------------------------------------------
5.          6.  LINE OF ACCOUNTING

CLIN/SLIN       A. ACRN    B. APPROPRI-   C. SUBHEAD      D. OBJ
                CRITICAL      ATION          (CRITICAL)      CLA
                             (CRITICAL)
-----------------------------------------------------------------
0001AM            BD          1781319        27HY           252
<S>                                 <C>


                  FINANCIAL ACCOUNTING DATA SHEET -- Continued
-----------------------------------------------------------------
4. PR NUMBER                                 PAGE 1 OF 1
    TAR38093
    N0002498FR54525
-----------------------------------------------------------------
F.       F.     G.    H.        I.      J.       K.
PARM   RFM    SA    AAA       TT      PAA      COST CODE
                   (CRITICAL)                  PROJ          PDLI
                                               UNIT   MCC   & SUF
_________________________________________________________________

SA      SCL    0    068342     2D     980360   21427  000    0010
-----------------------------------------------------------------
8.   AMOUNT (CRITICAL)             NAVY INTERNAL USE ONLY
                                   REF COD/ACRN

   $175,000.00                     N0002498AF127HY

PAGE TOTAL     $175,000.00

GRAND TOTAL    $175,000.00

-----------------------------------------------------------------

PREPARED/AUTHORIZED BY:

/S/DENNIS T. TREMLES FOR
   CAPT. H.R. HAUSE, PMS430
   PH (703) 602-0647 X600  FAX (703) 602-0649


DATE:     12 DEC 97


COMPTROLLER APPROVAL:


SIGNATURE     /S/M.S. NEWMAN
              M.S. NEWMAN 703-602-2808
              BY DIRECTION OF
              CAPT. V.H. ACKLEY
              DEPUTY COMMANDER/COMPTROLLER

DATE:

1/27/98
-----------------------------------------------------------
</TABLE>
<TABLE>
<S>                     <C>                  <C>
-----------------------------------------------------------------

             FINANCIAL ACCOUNTING DATA SHEET - NAVY
-----------------------------------------------------------------

1. CONTRACT NUMBER          2. SPIN          3. MOD (CRITICAL)
    (CRITICAL)

  N0002497C6431                                 P00009
-----------------------------------------------------------------
5.          6.  LINE OF ACCOUNTING

CLIN/SLIN       A. ACRN    B. APPROPRI-   C. SUBHEAD      D. OBJ
                CRITICAL      ATION          (CRITICAL)      CLA
                             (CRITICAL)
-----------------------------------------------------------------
0001AJ            BA          1781319        84TA      252
<S>                                 <C>


                  FINANCIAL ACCOUNTING DATA SHEET -- Continued
-----------------------------------------------------------------
4. PR NUMBER                                 PAGE 1 OF 1
    TAR38013
    N0002498FR54540
-----------------------------------------------------------------
G.       F.     G.    H.        I.      J.       K.
PARM   RFM    SA    AAA       TT      PAA      COST CODE
                   (CRITICAL)                  PROJ          PDLI
                                               UNIT   MCC   & SUF
_________________________________________________________________

SA      S3K    0    068342     2D     980360   S0164  ETS    ETS0
-----------------------------------------------------------------
9.   AMOUNT (CRITICAL)             NAVY INTERNAL USE ONLY
                                   REF COD/ACRN

   $185,866.00                     N0002498AF184TA
                                   PE63582N

PAGE TOTAL     $185,866.00

GRAND TOTAL    $185,866.00

-----------------------------------------------------------------

PREPARED/AUTHORIZED BY:

/S/JAMES S. EGELAND
JAMES S. EGELAND

DATE:     11/18/97


COMPTROLLER APPROVAL:


SIGNATURE     /S/AUDREY T WILLS
              A.T. WILLS
              BY DIRECTION OF
              CAPT. V.H. ACKLEY
              DEPUTY COMMANDER/COMPTROLLER

DATE:

1/27/98
-----------------------------------------------------------
</TABLE>
<TABLE>
<S>           <C>          <C>          <C>           <C>
                               FUNDING SUMMARY       
   ITEM          COST         FEE         TOTAL         HOURS
0001AA            $50,084       $2,920      $53,004        1,548
0001AD           $579,240      $33,770     $613,010       16,913
0001AE           $333,878      $19,519     $353,397        9,749
0001AG            $30,057       $1,743      $31,800          929
0001AH           $283,478      $16,522     $300,000        8,760
0001AJ           $884,318      $51,544     $935,862       27,326
0001AK           $112,070       $6,532     $118,602        3,463
0001AL           $956,265      $55,735   $1,012,000       29,549
0001AM           $278,683      $16,247     $294,930        8,612
</TABLE>
<PAGE>
<TABLE>
<S>                                                   <C>
-----------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
1. CONTRACT ID CODE                    PAGE OF PAGES
         U                               1       3
-----------------------------------------------------------------
2.   AMENDMENT/MODIFICATION NO.           3. EFFECTIVE DATE
         P00010                              SEE BLK 16C.

4. REQUISITION/PURCHASE REQ. NO.            5. PROJECT NO.
      N00024-97-FR-54535                    8-03KF-54535
-----------------------------------------------------------------
6. ISSUED BY CODE N00024 7. ADMINISTERED BY(If other than Item 6)
                                                   CODE  S3305A

NAVAL SEA SYSTEMS COMMAND                  DCMAO SYRACUSE/BUFFALO
2531 JEFFERSON DAVIS HIGHWAY               1103 FEDERAL BUILDING
ARLINGTON VA 22242-5160                    111 W. HURON STREET
BUYER/SYMBOL: K. L. COOPER/SEA 0251        BUFFALO, NY 14202
PHONE: Area Code 703/602-8105, EXT. 516
-----------------------------------------------------------------
8.   NAME AND ADDRESS OF CONTRACTOR (No., street, county, State
  and
   ZIP Code)
                                |(X)|9A. AMENDMENT OF
                                |   |    SOLICITATION NO.
                                |   |---------------------------
CEC NO: 16-1411419              |   |9B.  DATED (SEE ITEM 11)
                                |   |
COMPTEK FEDERAL SYSTEMS, INC.   |   |---------------------------
2732 TRANSIT ROAD               |   |10A. MODIFICATION OF
BUFFALO, NY 14224-2523          |   |     CONTRACT/ORDER NO.
                                |   |     N00024-97-C-6431
                                |   |---------------------------
TIN NO: 16-1411419              |   |10B.  DATED (SEE ITEM 13)
--------------------------------|   |        30 APRIL 1990
 CAGE CODE 2X914 |FACILITY CODE |   |

     11. THIS ITEM ONLY APPLIES TO AMENDMENT OF SOLICITATIONS

[   ] The above numbered solicitation is amended as set forth in
Item 14.  The hour and date specified for receipt of Offer [   ]
is extended, [  ] is not extended. Offers must acknowledge
receipt of this amendment prior to the hour and date specified in
the solicitation or as amended, by one of the following methods:
(a)  By competing items 8 and 15, and returning ___ copies of the
amendment; (b) By acknowledging receipt of this amendment on each
copy of the offer submitted; or (c) By separate Letter or
telegram which includes a reference to the solicitation and
amendment numbers.  FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED
AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE
HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR
OFFER.  If by virtue of this amendment you desire to change and
offer already submitted, such change may be made by telegram or
Letter, provided each telegram or letter makes reference to the
solicitation and this amendment, and is received prior to the
opening hour and date specified.

12.  ACCOUNTING AND APPROPRIATION DATA
     See Attached Financial Accounting Data Sheets
-----------------------------------------------------------------
13.  THIS ITEM APPLIES ONLY TO MODIFICATIONS OF
    CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS
    DESCRIBED IN ITEM 14.
-----------------------------------------------------------------
     | A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify
     |    authority) THE CHANGES
     |    SET FORTH IN ITEM 14 ARE MADE IN THE
     |    CONTRACT ORDER NO.  IN ITEM 10A.
-----------------------------------------------------------------
     | B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO
     |    REFLECT THE ADMINISTRATIVE
     |    CHANGES (such as changes in paying  office,
     |    appropriation date, etc.) SET FORTH
     |    IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43,103(b).
-----------------------------------------------------------------
     | C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO
     |    AUTHORITY OF:
     |
-----------------------------------------------------------------
     | D. OTHER (Specify type of modification and authority)
 x   |    UNILATERAL MODIFICATION PER SECTION H, ALLOTMENT OF
     |    FUNDS CLAUSE PARAGRAPH (b)
-----------------------------------------------------------------
E.   IMPORTANT: Contractor [X] is not, [  ] is required to sign
  this document and return __ copies to the issuing office.

-----------------------------------------------------------------
14.  DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF
  section headings, including solicitation/contract subject matter
  where feasible.)


                          SEE ATTACHED PAGE


                              C7027

Except as provided herein, all terms and conditions of the
document referenced in item 9A or 10A, as heretofore changed,
remains unchanged and in full force and effect.
-----------------------------------------------------------------
15A.  NAME AND TITLE OF SIGNER (Type or print)


16A.  NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
          ANN VAN HOUTEN
          CONTRACTING OFFICER
-----------------------------------------------------------------
15B.  CONTRACTOR/OFFEROR                    15C.  DATE SIGNED


Signature of person authorized to sign

16B.  UNITED STATES OF AMERICA       |        16C.  DATE SIGNED
      By /s/ANN VAN HOUTEN
-----------------------------------------------------------------
(Signature of Contracting officer)   |             2/3/98
-----------------------------------------------------------------
PREVIOUS EDITION UNUSABLE          30-105
STANDARD FORM 30 (REV. 10-83)
Prescribed by GSA
<PAGE>


                                                 N00024-97-C-6431
                                                           P00010
                                                      PAGE 2 OF 3
                                                                 
The  purpose of this modification is to establish and fully  fund
Item  0001AH  in  the amount of $849,968.  As a  result  of  this
modification  the  total amount funded to date  is  increased  by
$849,968  from  $3,712,605 to $4,562,573.  As a  result  of  this
modification,  the total estimated value of this contrct  remains
unchanged at $10,492,689 ($9,914,811 estimated cost and  $557,878
fixed  fee).   Accordingly, Contract N00024-97-c-6431  is  hereby
modified as follows:

1.   Under Section B SUPPLIES OR SERVICES and PRICES/COSTS,
     replace Item 0001 with the following ceilings:
                                
 ITEM    EST.COST   FIXED FEE  TOTAL CPFF  MAN HOURS     TYPE
0001     $5,603,543  $326,523   $5,930,116    157,835 
0001AA      $50,084    $2,920      $53,004      1,548 RDT&E97
0001AB           $0        $0           $0          0 FMS
0001AC           $0        $0           $0          0 O&MN97
0001AD     $579,240   $33,770     $613,010     16,913 OPN97
0001AE     $333,878   $19,519     $353,397      9,749 SCN97
0001AF           $0        $0           $0          0 WPN97
0001AG      $30,057    $1,743      $31,800        929 MISC
0001AH   $1,086,623   $63,345   $1,149,968     33,578 O&MN98
0001AJ     $884,318   $51,544     $935,862     27,326 RDT&E98-ETS
0001AK     $112,070    $6,532     $118,602      3,463 SCN93
0001AL     $956,265   $55,735   $1,012,000     29,549 SCN96
0001AM     $278,683   $16,247     $294,930      8,612 RDT&E98
TOTAL    $9,914,761  $577,878  $10,492,689    289,502 
                                
2.   Under Section C, SPECIFICATION OR STATEMENT OF WORK, add the
                   following for Items 0001AH:
                                
     Item 0001AH - The Contractor shall perform all services
           required under Technical Instruction 37387.
                                
3.   Under  Section  F, DELIVERIES OR PERIOD OF PERFORMANCE,  add
     the following for Items 0001AH:

     Items 0001AH - The Contractor shall provided the required
     services for this item from the date of this modification
     through 30 September 1998.
     
     Items 0001AJ-0001AM-The Contractor shall provided the
     required services for this item from the date of this
     modification through 30 September 1998.
     
4.   In accordance with the LIMITATION OF COST clauses, as listed
     in the attached financial account data sheets, funding in the
     amount of $849,968 is hereby added as follows:
                                
 ITEM    EST. COST  FIXED FEE   TOTAL CPFF  MAN HOURS     TYPE
0001AH     $803,145    $46,823    $849,968     24,817  O&MN98
   
                                
A summary of total contract funding is attached.

5.   Under Section H, SPECIAL CONTRACT CLAUSES, ALLOTMENT OF
     FUNDS CLAUSE., add Items 0001AH to paragraph (c).

6.   As a result of this modification the total amount funded to
     date is increased by $849,968 from $3,712,605 to 4,562,573.  As a
     result of this modification, the total estimated value of this
     contract remains unchanged at $10,492,689 ($9,914,811 estimated
     cost and $557,878 fixed fee).

7.   Except as provided herein, all other terms and conditions
     remain unchanged.

<PAGE>

</TABLE>
<TABLE>
<S>                     <C>                  <C>
-----------------------------------------------------------------

             FINANCIAL ACCOUNTING DATA SHEET - NAVY
-----------------------------------------------------------------

1. CONTRACT NUMBER          2. SPIN          3. MOD (CRITICAL)
    (CRITICAL)

  N00024-90-C-5208                                 P00010
-----------------------------------------------------------------
5.          6.  LINE OF ACCOUNTING

CLIN/SLIN       A. ACRN    B. APPROPRI-   C. SUBHEAD      D. OBJ
                CRITICAL      ATION          (CRITICAL)      CLA
                             (CRITICAL)
-----------------------------------------------------------------
0001AJ              BK        1781804        1U6N           252
<S>                                 <C>


                  FINANCIAL ACCOUNTING DATA SHEET -- Continued
-----------------------------------------------------------------
4. PR NUMBER                                 PAGE 1 OF 1
    N0002498TR37387
    N0002498FR54535
-----------------------------------------------------------------
E.       F.     G.    H.        I.      J.       K.
PARM   RFM    SA    AAA       TT      PAA      COST CODE
                   (CRITICAL)                  PROJ          PDLI
                                               UNIT   MCC   & SUF
_________________________________________________________________

SA      SDF    0    068342     2D     000000   46N0F  ETS    00F0
-----------------------------------------------------------------
7.   AMOUNT (CRITICAL)             NAVY INTERNAL USE ONLY
                                   REF COD/ACRN

   $849,968.00                     N0002498RA01U6N

PAGE TOTAL     $849,968.00

GRAND TOTAL
-----------------------------------------------------------------

PREPARED/AUTHORIZED BY:

/S/BRIDGET L. SULTZ FOR
ZELMA PLUMMER, TAD D12

DATE:     1/28/98


COMPTROLLER APPROVAL:


SIGNATURE     /S/C.L. LANCASTER
              C.L. LANCASTER 703-602-3870x410
              BY DIRECTION OF
              CAPT. V.H. ACKLEY
              DEPUTY COMMANDER/COMPTROLLER

DATE:

1/29/98
-----------------------------------------------------------
</TABLE>
<TABLE>
<S>           <C>          <C>          <C>           <C>
                               FUNDING SUMMARY            
ITEM         COSTS        FEE          TOTAL         HOURS
0001AA            $50,084       $2,920      $53,004        1,548
0001AD           $579,240      $33,770     $613,010       16,913
0001AE           $333,878      $19,519     $353,397        9,749
0001AG            $30,057       $1,743      $31,800          929
0001AH         $1,086,623      $63,345   $1,149,968       33,578
0001AJ           $884,318      $51,544     $935,862       27,326
0001AK           $112,070       $6,532     $118,602        3,463
0001AL           $956,265      $55,735   $1,012,000       29,549
0001AM           $278,683      $16,247     $294,930        8,612
</TABLE>
<PAGE>
<TABLE>
<S>                                                   <C>
-----------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
1. CONTRACT ID CODE                    PAGE OF PAGES
         U                               1       3
-----------------------------------------------------------------
2.   AMENDMENT/MODIFICATION NO.           3. EFFECTIVE DATE
         P00011                              SEE BLK 16C.

4. REQUISITION/PURCHASE REQ. NO.            5. PROJECT NO.
      N00024-98-FR-54560                      8-03KF-54560
-----------------------------------------------------------------
6. ISSUED BY CODE N00024 7. ADMINISTERED BY(If other than Item 6)
                                                   CODE  S3305A

NAVAL SEA SYSTEMS COMMAND                 DCMAO SYRACUSE-BUFFALO
2531 JEFFERSON DAVIS HIGHWAY              1103 FEDERAL BUILDING
ARLINGTON VA 22242-5160                   111 W. HURON STREET
BUYER/SYMBOL: L. Cooper/SEA-0251          BUFFALO, NY 14202
PHONE: Area Code 703/602-8105, EXT. 516
-----------------------------------------------------------------
8.   NAME AND ADDRESS OF CONTRACTOR (No., street, county, State
  and
   ZIP Code)
                                |(X)|9A. AMENDMENT OF
                                |   |    SOLICITATION NO.
                                |   |---------------------------
CEC NO: 16-1411419              |   |9B.  DATED (SEE ITEM 11)
                                |   |
COMPTEK FEDERAL SYSTEMS, INC.   |   |---------------------------
2732 TRANSIT ROAD               |   |10A. MODIFICATION OF
BUFFALO, NY 14224-2523          |   |     CONTRACT/ORDER NO.
                                |   |     N00024-97-C-6431
                                |   |---------------------------
TIN NO: 16-1411419              |   |10B.  DATED (SEE ITEM 13)
--------------------------------|   |        30 APRIL 1990
 CODE OTTJ6 |  FACILITY CODE    |   |

     11. THIS ITEM ONLY APPLIES TO AMENDMENT OF SOLICITATIONS

[   ] The above numbered solicitation is amended as set forth in
Item 14.  The hour and date specified for receipt of Offer [   ]
is extended, [  ] is not extended. Offers must acknowledge
receipt of this amendment prior to the hour and date specified in
the solicitation or as amended, by one of the following methods:
(a)  By competing items 8 and 15, and returning ___ copies of the
amendment; (b) By acknowledging receipt of this amendment on each
copy of the offer submitted; or (c) By separate Letter or
telegram which includes a reference to the solicitation and
amendment numbers.  FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED
AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE
HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR
OFFER.  If by virtue of this amendment you desire to change and
offer already submitted, such change may be made by telegram or
Letter, provided each telegram or letter makes reference to the
solicitation and this amendment, and is received prior to the
opening hour and date specified.

12.  ACCOUNTING AND APPROPRIATION DATA
     SEE ATTACHED FINANCIAL ACCOUNTING DATA SHEETS
-----------------------------------------------------------------
13.  THIS ITEM APPLIES ONLY TO MODIFICATIONS OF
    CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS
    DESCRIBED IN ITEM 14.
-----------------------------------------------------------------
     | A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify
     |    authority) THE CHANGES
     |    SET FORTH IN ITEM 14 ARE MADE IN THE
     |    CONTRACT ORDER NO.  IN ITEM 10A.
-----------------------------------------------------------------
     | B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO
     |    REFLECT THE ADMINISTRATIVE
     |    CHANGES (such as changes in paying  office,
     |    appropriation date, etc.) SET FORTH
     |    IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43,103(b).
-----------------------------------------------------------------
     | C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO
     |    AUTHORITY OF:
     |
-----------------------------------------------------------------
     | D. OTHER (Specify type of modification and authority)
 x   |    UNILATERAL MODIFICATION PER SECTION H, ALLOTMENT OF
     |    FUNDS CLAUSE PARAGRAPH (b)
-----------------------------------------------------------------
E.   IMPORTANT: Contractor [X] is not, [  ] is required to sign
  this document and return __ copies to the issuing office.

-----------------------------------------------------------------
14.  DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF
  section headings, including solicitation/contract subject matter
  where feasible.)


                          SEE ATTACHED PAGES

                          C-7015/37353
                          C-7014/38094
                          C-8006/38103

Except as provided herein, all terms and conditions of the
document referenced in item 9A or 10A, as heretofore changed,
remains unchanged and in full force and effect.
-----------------------------------------------------------------
15A.  NAME AND TITLE OF SIGNER (Type or print)


16A.  NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
          ANN VAN HOUTEN
          CONTRACTING OFFICER
-----------------------------------------------------------------
15B.  CONTRACTOR/OFFEROR                    15C.  DATE SIGNED


Signature of person authorized to sign

16B.  UNITED STATES OF AMERICA       |        16C.  DATE SIGNED
      By /s/ANN VAN HOUTEN
-----------------------------------------------------------------
(Signature of Contracting officer)   |            2/3/98
-----------------------------------------------------------------
PREVIOUS EDITION UNUSABLE          30-105
STANDARD FORM 30 (REV. 10-83)
Prescribed by GSA
<PAGE>

The purpose of this modification is to create Items 0001AP and
0001AR and fully fund Items 0001AL, 0001AN, 0001AP and 0001AR in
the amount of $739,968.  As a result of this modification the
total amount funded to date is increased by $739,968 from
$4,562,573 to $5,302,541.  As a result of this modification, the
total estimated value of this contract remains unchanged at
$10,492,689 ($9,914,811 estimated cost and $557,878 fixed fee).
Accordingly, Contract N00024-97-C-6431 is hereby modified as
follows:

1.   Under Section B, SUPPLIES OR SERVICES and PRICES/COSTS,
     replace Item 0001 with the following ceilings:

</TABLE>
<TABLE>
<S>     <C>         <C>       <C>          <C>        <C>
 ITEM   EST. COST  FIXED FEE  TOTAL CPFF  MAN HOURS      TYPE
0001    $4,904,388  $285,760   $5,190,148   136,226  
0001AA     $50,084    $2,920      $53,004     1,548  RDT&E97
0001AB          $0        $0           $0         0  FMS
0001AC          $0        $0           $0         0  O&MN97
0001AD    $579,240   $33,770     $613,010    16,913  OPN97
0001AE    $333,878   $19,519     $353,397     9,749  SCN97
0001AF          $0        $0           $0         0  WPN97
0001AG     $30,057    $1,743      $31,800       929  MISC
0001AH  $1,086,623   $63,345   $1,149,968    33,578  O&MN98
0001AJ    $884,318   $51,544     $935,862    27,326  RDT&E98-ETS
0001AK    $112,070    $6,532     $118,602     3,463  SCN93
0001AL  $1,139,578   $66,422   $1,206,000    35,214  SCN96
0001AM    $278,683   $16,247     $294,930     8,612  RDT&E98
0001AN    $321,270   $18,730     $340,000     9,928  OPN98
0001AP     $12,254      $714      $12,968       379  SCN91
0001AR    $182,368   $10,632     $193,000     5,635  SCN94
TOTAL   $9,914,811  $577,878  $10,492,689   289,500  
</TABLE>

2.   Under Section C, SPECIFICATION OR STATEMENT OF WORK, add the
     following for Items 0001AL, 0001AN, 0001AP and 0001AR:

     Item 0001AL - The Contrctor shall perofrm all services
     required under Technical Instruction 38094 and 38103.
     
     Item 0001AN - The Contractor shall perform all services
     required under Technical Instruction 37353.
     
     Item 0001AP - The Contractor shall perform all services
     required under Technical Instruction 38094.
     
     Item 0001AR - The Contrctor shall perform all services
     required under Technical Instruction 38094
     
     Items 0001AJ - 0001AR - The contractor shall perform all
     work required under Technical Instructions 38004, 38008,
     38009, 38010, 38011, 38013, 37385, 38093, 37387, 38094,
     38103 and 37353.
     
3.   Under  Section  F, DELIVERIES OR PERIOD OF PERFORMANCE,  add
     the following for Items 0001AL, 0001AN, 0001AP and 0001AR.

     Items 0001AH - The Contractor shall provided the required
     services for this item from the date of this modification
     through 30 September 1998.
     
     Items 0001AJ - 0001AR - The Contractor shall provided the
     required services for this items from the date of this
     modification through 30 September 1998.
     
4.   In accordance with the LIMITATION OF COST clauses, as listed
     in the attached financial account data sheets, funding in the
     amount of $739,968 is hereby added as follows:

 ITEM   EST. COST   FIXED FEE  TOTAL CPFF   MAN HOURS     TYPE
0001AL    $183,313    $10,687     $194,000      5,664  SCN FY96
0001AN    $321,270    $18,730     $340,000      9,927  OPN FY98
0001AP     $12,254       $714      $12,968        379  SCN FY91
0001AR    $182,368    $10,632     $193,000      5,635  SCN FY94
          $699,205    $40,763     $739,968     21,605  

A summary of total contract funding is attached.

5.   Under Section H, SPECIAL CONTRACT CLAUSES, ALLOTMENT OF
     FUNDS CLAUSE., add Items 0001AL, 0001AN, 0001AP, and 0001AR to
     paragraph (c).

6.   As a result of this modification the total amount funded to
     date is increased by $739,968 from $4,562,573 to $5,302,541.  As
     a result of this modification, the total estimated value of this
     contract remains unchanged at $10,492,689 ($9,914,811 estimated
     cost and $557,878 fixed fee).

7.   Except as provided herein, all other terms and conditions
     remain unchanged

<PAGE>
<TABLE>
<S>                     <C>                  <C>
-----------------------------------------------------------------

             FINANCIAL ACCOUNTING DATA SHEET - NAVY
-----------------------------------------------------------------

1. CONTRACT NUMBER          2. SPIN          3. MOD (CRITICAL)
    (CRITICAL)

  N00024-97-C-6431                                 P00011
-----------------------------------------------------------------
5.          6.  LINE OF ACCOUNTING

CLIN/SLIN       A. ACRN    B. APPROPRI-   C. SUBHEAD      D. OBJ
                CRITICAL      ATION          (CRITICAL)      CLA
                             (CRITICAL)
-----------------------------------------------------------------
0001AN            BE          1781810        52NG           252
<S>                                 <C>


                  FINANCIAL ACCOUNTING DATA SHEET -- Continued
-----------------------------------------------------------------
4. PR NUMBER                                 PAGE 1 OF 1
    N0002498FR54560
    (TAR 37353)
-----------------------------------------------------------------
E.       F.     G.    H.        I.      J.       K.
PARM   RFM    SA    AAA       TT      PAA      COST CODE
                   (CRITICAL)                  PROJ          PDLI
                                               UNIT   MCC   & SUF
_________________________________________________________________

YX      E21    0    068342     2D     000000   NG777  000    0010
-----------------------------------------------------------------
7.   AMOUNT (CRITICAL)             NAVY INTERNAL USE ONLY
                                   REF COD/ACRN

   $340,000.00                     N0003998PDE8003

PAGE TOTAL     $340,000.00

GRAND TOTAL
-----------------------------------------------------------------

PREPARED/AUTHORIZED BY:

/S/MARVIN C. ANTHONY

DATE:     12/31/97


COMPTROLLER APPROVAL:


SIGNATURE     /S/E.G. LIGGENS
              E.G. LIGGENS 703-602-1354x318
              BY DIRECTION OF
              CAPT. V.H. ACKLEY
              DEPUTY COMMANDER/COMPTROLLER

DATE:

22 JAN 1998
-----------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S>                     <C>                  <C>
-----------------------------------------------------------------

             FINANCIAL ACCOUNTING DATA SHEET - NAVY
-----------------------------------------------------------------

1. CONTRACT NUMBER          2. SPIN          3. MOD (CRITICAL)
    (CRITICAL)

  N00024-97-C-6431                                 P00011
-----------------------------------------------------------------
5.          6.  LINE OF ACCOUNTING

CLIN/SLIN       A. ACRN    B. APPROPRI-   C. SUBHEAD      D. OBJ
                CRITICAL      ATION          (CRITICAL)      CLA
                             (CRITICAL)
-----------------------------------------------------------------
0001AP            BH          1711611        8386           252
0001AR            BF          1741611        8386           252
0001AL            BG          1761711        8386           252

<S>                                 <C>


                  FINANCIAL ACCOUNTING DATA SHEET -- Continued
-----------------------------------------------------------------
4. PR NUMBER                                 PAGE 1 OF 1
    N0002498FR54560
    (TAR 38094)
-----------------------------------------------------------------
F.       F.     G.    H.        I.      J.       K.
PARM   RFM    SA    AAA       TT      PAA      COST CODE
                   (CRITICAL)                  PROJ          PDLI
                                               UNIT   MCC   & SUF
_________________________________________________________________

YX      WCL    0    068342     2D     000000   21879  429   001A
YX      WCL    0    068342     2D     000000   22202  429   001A
YX      WCL    0    068342     2D     000000   23027  400   001A

-----------------------------------------------------------------
8.   AMOUNT (CRITICAL)             NAVY INTERNAL USE ONLY
                                   REF COD/ACRN

   $12,968.00                      N0002497PD77019
                                   (LHD 5)
  $193.000.00                      N0002497PD77020
                                   (LHD 6)
   $69,000.00                      N0002497PD77021
                                   (LHD 7)

PAGE TOTAL     $274,968.00

GRAND TOTAL
-----------------------------------------------------------------

PREPARED/AUTHORIZED BY:

/S/MARVIN C. ANTHONY

DATE:     12/29/97


COMPTROLLER APPROVAL:


SIGNATURE     /S/V. JEFFERSON
              V. JEFFERSON
              BY DIRECTION OF
              CAPT. V.H. ACKLEY
              DEPUTY COMMANDER/COMPTROLLER

DATE:

-----------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S>                     <C>                  <C>
-----------------------------------------------------------------

             FINANCIAL ACCOUNTING DATA SHEET - NAVY
-----------------------------------------------------------------

1. CONTRACT NUMBER          2. SPIN          3. MOD (CRITICAL)
    (CRITICAL)

  N00024-97-C-6431                                 P00011
-----------------------------------------------------------------
5.          6.  LINE OF ACCOUNTING

CLIN/SLIN       A. ACRN    B. APPROPRI-   C. SUBHEAD      D. OBJ
                CRITICAL      ATION          (CRITICAL)      CLA
                             (CRITICAL)
-----------------------------------------------------------------
0001AL            BJ          1761711        8386           252
<S>                                 <C>


                  FINANCIAL ACCOUNTING DATA SHEET -- Continued
-----------------------------------------------------------------
4. PR NUMBER                                 PAGE 1 OF 1
    N0002498FR54560
    (TAR 38103)
-----------------------------------------------------------------
G.       F.     G.    H.        I.      J.       K.
PARM   RFM    SA    AAA       TT      PAA      COST CODE
                   (CRITICAL)                  PROJ          PDLI
                                               UNIT   MCC   & SUF
_________________________________________________________________

WB      WCL    0    068342     2D     000000   23027  400    001A
-----------------------------------------------------------------
9.   AMOUNT (CRITICAL)             NAVY INTERNAL USE ONLY
                                   REF COD/ACRN

   $125,000.00                     N0002496PD77025
                                   (LHD 7)

PAGE TOTAL     $125,000.00

GRAND TOTAL
-----------------------------------------------------------------

PREPARED/AUTHORIZED BY:

/S/MARVIN C. ANTHONY

DATE:     1/8/98


COMPTROLLER APPROVAL:


SIGNATURE     /S/V. JEFFERSON
              V. JEFFERSON
              BY DIRECTION OF
              CAPT. V.H. ACKLEY
              DEPUTY COMMANDER/COMPTROLLER

DATE:

1/29/98
-----------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S>           <C>          <C>          <C>           <C>
                               FUNDING SUMMARY            
ITEM         COST         FEE          TOTAL         HOURS
0001AA            $50,084       $2,920      $53,004        1,548
0001AD           $579,240      $33,770     $613,010       16,913
0001AE           $333,878      $19,519     $353,397        9,749
0001AG            $30,057       $1,743      $31,800          929
0001AH         $1,086,623      $63,345   $1,149,968       33,578
0001AJ           $884,318      $51,544     $935,862       27,326
0001AK           $112,070       $6,532     $118,602        3,463
0001AL         $1,139,578      $66,422   $1,206,000       35,214
0001AM           $278,683      $16,247     $294,930        8,612
0001AN           $321,270      $18,730     $340,000        9,928
0001AP            $12,254         $714      $12,968          379
0001AR           $182,368      $10,632     $193,000        5,635
</TABLE>
<PAGE>
<TABLE>
<S>                                                   <C>
-----------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
1. CONTRACT ID CODE                    PAGE OF PAGES
         U                               1       3
-----------------------------------------------------------------
2.   AMENDMENT/MODIFICATION NO.           3. EFFECTIVE DATE
         P00012                               SEE BLK 16C.

4. REQUISITION/PURCHASE REQ. NO.            5. PROJECT NO.
      N00024-98-FR-54561                    8-03KF-54561
-----------------------------------------------------------------
6. ISSUED BY CODE N00024 7. ADMINISTERED BY(If other than Item 6)
                                                   CODE  S3305A

NAVAL SEA SYSTEMS COMMAND                 DCMAO SYRACUSE/BUFFALO
2531 JEFFERSON DAVIS HIGHWAY              1103 FEDERAL BUILDING
ARLINGTON VA 22242-5160                   111 W. HURON STREET
BUYER/SYMBOL: L. COOPER/SEA-0251K          BUFFALO, NY 14202
PHONE: Area Code 703/602-8105, EXT. 516
-----------------------------------------------------------------
8.   NAME AND ADDRESS OF CONTRACTOR (No., street, county, State
  and
   ZIP Code)
                                |(X)|9A. AMENDMENT OF
                                |   |    SOLICITATION NO.
                                |   |---------------------------
CEC NO: 16-1411419              |   |9B.  DATED (SEE ITEM 11)
                                |   |
COMPTEK FEDERAL SYSTEMS, INC.   |   |---------------------------
2732 TRANSIT ROAD               |   |10A. MODIFICATION OF
BUFFALO, NY 14224-2523          |   |     CONTRACT/ORDER NO.
                                |   |     N00024-90-C-5208
                                |   |---------------------------
TIN NO: 16-1411419              |   |10B.  DATED (SEE ITEM 13)
--------------------------------|   |        30 APRIL 1990
CAGE CODE 2X914 | FACILITY CODE |   |

     11. THIS ITEM ONLY APPLIES TO AMENDMENT OF SOLICITATIONS

[   ] The above numbered solicitation is amended as set forth in
Item 14.  The hour and date specified for receipt of Offer [   ]
is extended, [  ] is not extended. Offers must acknowledge
receipt of this amendment prior to the hour and date specified in
the solicitation or as amended, by one of the following methods:
(a)  By competing items 8 and 15, and returning ___ copies of the
amendment; (b) By acknowledging receipt of this amendment on each
copy of the offer submitted; or (c) By separate Letter or
telegram which includes a reference to the solicitation and
amendment numbers.  FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED
AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE
HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR
OFFER.  If by virtue of this amendment you desire to change and
offer already submitted, such change may be made by telegram or
Letter, provided each telegram or letter makes reference to the
solicitation and this amendment, and is received prior to the
opening hour and date specified.

12.  ACCOUNTING AND APPROPRIATION DATA
     SEE ATTACHED FINANCIAL ACCOUNTING DATA SHEETS
-----------------------------------------------------------------
13.  THIS ITEM APPLIES ONLY TO MODIFICATIONS OF
    CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS
    DESCRIBED IN ITEM 14.
-----------------------------------------------------------------
     | A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify
     |    authority) THE CHANGES
     |    SET FORTH IN ITEM 14 ARE MADE IN THE
     |    CONTRACT ORDER NO.  IN ITEM 10A.
-----------------------------------------------------------------
     | B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO
     |    REFLECT THE ADMINISTRATIVE
     |    CHANGES (such as changes in paying  office,
     |    appropriation date, etc.) SET FORTH
     |    IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43,103(b).
-----------------------------------------------------------------
     | C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO
     |    AUTHORITY OF:
     |
-----------------------------------------------------------------
     | D. OTHER (Specify type of modification and authority)
 x   |    UNILATERAL MODIFICATION PER SECTION H, ALLOTMENT OF
     |    FUNDS CLAUSE PARAGRAPH (b)
-----------------------------------------------------------------
E.   IMPORTANT: Contractor [X] is not, [  ] is required to sign
  this document and return __ copies to the issuing office.

-----------------------------------------------------------------
14.  DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF
  section headings, including solicitation/contract subject matter
  where feasible.)


                          SEE ATTACHED PAGES

                         TARs      38175
                                   38154
                                   38140

Except as provided herein, all terms and conditions of the
document referenced in item 9A or 10A, as heretofore changed,
remains unchanged and in full force and effect.
-----------------------------------------------------------------
15A.  NAME AND TITLE OF SIGNER (Type or print)


16A.  NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
          ANN VAN HOUTEN
          CONTRACTING OFFICER
-----------------------------------------------------------------
15B.  CONTRACTOR/OFFEROR                    15C.  DATE SIGNED


Signature of person authorized to sign

16B.  UNITED STATES OF AMERICA       |        16C.  DATE SIGNED
      By /s/ANN VAN HOUTEN
-----------------------------------------------------------------
(Signature of Contracting officer)   |            3/31/98
PREVIOUS EDITION UNUSABLE          30-105
STANDARD FORM 30 (REV. 10-83)
Prescribed by GSA
<PAGE>

                        N00024-97-C-6431
                             P00012
                                                      PAGE 2 OF 3
                                                                 
The  purpose of this modification is to fully fund Items  0001AH,
0001aL,  and  0001AR in the amount of $716,158.  As a  result  of
this modification the total amount funded to date is increased by
$716,158 from $5,301,541 to $6,018,699 ($9,914,811 estimated cost
and  $557,878 fixed fee).  Accordingly, Contract N00024-97-C-6431
is hereby modified as follows:

1.   Under Section B, SUPPLIES OR SERVICES and PRICES/COSTS,
     replace Item 0001 with the following ceilings:

</TABLE>
<TABLE>
<S>     <C>         <C>        <C>         <C>         <C>
 ITEM   EST. COST  FIXED FEE  TOTAL CPFF   MAN HOURS     TYPE
0001    $4,227,115   $246,275  $4,473,390     115,298 
0001AA     $50,084     $2,920     $53,004       1,548 RDT&E97
0001AB          $0         $0          $0           0 FMS
0001AC          $0         $0          $0           0 O&MN97
0001AD    $579,240    $33,770    $613,010      16,913 OPN97
0001AE    $333,878    $19,519    $353,397       9,749 SCN97
0001AF          $0         $0          $0           0 WPN97
0001AG     $30,057     $1,743     $31,800         929 MISC
0001AH  $1,228,360    $71,608  $1,299,968      37,957 O&MN98
0001AJ    $884,318    $51,544    $935,862      27,326 RDT&E98-ETS
0001AK    $112,070     $6,532    $118,602       3,463 SCN93
0001AL  $1,559,248    $90,889  $1,299,968      48,182 SCN96
0001AM    $278,683    $16,247    $294,930       8,612 RDT&E98
0001AN    $321,270    $18,730    $340,000       9,928 OPN98
0001AP     $12,254       $714     $12,968         379 SCN91
0001AR    $298,234    $17,387    $315,621       9,216 SCN94
TOTAL   $9,914,811   $577,878 $10,142,520     289,500 
</TABLE>

2.   Under Section C, SPECIFICATION OR STATEMENT OF WORK, add the
     following for Items 0001AL, 0001AN, 0001AP and 0001AR:

     Item 0001AL - The Contractor shall perform all services
     required under Technical Instructions 38140 and 38175.
     
     Item 0001AR - The Contractor shall perform all services
     required under Technical Instruction 38154.
     
     Items 0001AJ - 0001AR - The contractor shall perform all
     work required under Technical Instructions 38004, 38008,
     38009, 38010, 38011, 38013, 37385, 38093, 37387, 38094,
     38103, 37353, 38140, 38175 and 38154.
     
3.   Under  Section  F, DELIVERIES OR PERIOD OF PERFORMANCE,  add
     the following for Items 0001AL, 0001AN, 0001AP and 0001AR:

     Items 0001AH - The Contractor shall provided the required
     services for this item from the date of this modification
     through 30 September 1998.
     
     Items 0001AJ - 0001AR - The Contractor shall provided the
     required services for this item from the date of this
     modification through 30 September 1998.
     
4.   In accordance with the LIMITATION OF COST clauses, as listed
     in the attached financial account data sheets, funding in the
     amount of $716,158 is hereby added as follows:
<TABLE>
<S>      <C>        <C>         <C>         <C>        <C>
 ITEM   EST. COST   FIXED FEE  TOTAL CPFF  MAN HOURS     TYPE
0001AH    $141,737     $8,263     $150,000      4,380 O&MNFY98
0001AL    $419,670    $24,467     $444,137     12,968 SCN FY98
0001AR    $115,866     $6,755     $122,621      3,580 SCN FY94
          $677,273    $39,485     $716,758     20,928 
</TABLE>

5.   Under Section H, SPECIAL CONTRACT CLAUSES, ALLOTMENT OF
     FUNDS CLAUSE., add Items 0001AL, 0001AN, 0001AP, and 0001AR to
     paragraph (c).

6.   As a result of this modification the total amount funded to
     date is increased by $716,158 from $5,302,541 to $6,018,699.  As
     a result of this modification, the total estimated value of this
     contract remains unchanged at $10,492,689 ($9,914,811 estimated
     cost and $557,878 fixed fee).

7.   Except as provided herein, all other terms and conditions
     remain unchanged.


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

             FINANCIAL ACCOUNTING DATA SHEET - NAVY
-----------------------------------------------------------------

1. CONTRACT NUMBER          2. SPIN          3. MOD (CRITICAL)
    (CRITICAL)

  N00024-97-C-6431                                 P00012
-----------------------------------------------------------------
5.          6.  LINE OF ACCOUNTING

CLIN/SLIN       A. ACRN    B. APPROPRI-   C. SUBHEAD      D. OBJ
                CRITICAL      ATION          (CRITICAL)      CLA
                             (CRITICAL)
-----------------------------------------------------------------
0001AH            BQ          1781804        2B5B           252
<S>                                 <C>


                  FINANCIAL ACCOUNTING DATA SHEET -- Continued
-----------------------------------------------------------------
4. PR NUMBER                                 PAGE 1 OF 1
    N0002498FR54561
    TAR 38140
-----------------------------------------------------------------
E.       F.     G.    H.        I.      J.       K.
PARM   RFM    SA    AAA       TT      PAA      COST CODE
                   (CRITICAL)                  PROJ          PDLI
                                               UNIT   MCC   & SUF
_________________________________________________________________

SA      SCL    0    068342     2D     000000   15BK3  000    0000
-----------------------------------------------------------------
7.   AMOUNT (CRITICAL)             NAVY INTERNAL USE ONLY
                                   REF COD/ACRN

   $150,000.00                     N0002498RA02B5B

PAGE TOTAL     $150,000.00

GRAND TOTAL    $150,000.00

-----------------------------------------------------------------

PREPARED/AUTHORIZED BY:

/S/ROBERT BOYD 37730
ROBERT BOYD

DATE:     23-Feb-98


COMPTROLLER APPROVAL:


SIGNATURE     /S/S.M. SIMPKINS
              S.M. SIMPKINS
              BY DIRECTION OF
              CAPT. V.H. ACKLEY
              DEPUTY COMMANDER/COMPTROLLER

DATE:

MAR 20 1998
-----------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S>                     <C>                  <C>
-----------------------------------------------------------------

             FINANCIAL ACCOUNTING DATA SHEET - NAVY
-----------------------------------------------------------------

1. CONTRACT NUMBER          2. SPIN          3. MOD (CRITICAL)
    (CRITICAL)

  N00024-97-C-6431                                 P00012
-----------------------------------------------------------------
5.          6.  LINE OF ACCOUNTING

CLIN/SLIN       A. ACRN    B. APPROPRI-   C. SUBHEAD      D. OBJ
                CRITICAL      ATION          (CRITICAL)      CLA
                             (CRITICAL)
-----------------------------------------------------------------
0001AR            BL          1741611        A224           251
0001AR            BM          1741611        A224           251
0001AR            BN          1741611        A224           251

<S>                                 <C>


                  FINANCIAL ACCOUNTING DATA SHEET -- Continued
-----------------------------------------------------------------
4. PR NUMBER                                 PAGE 1 OF 1
    N0002498FR54561
    TAR 38154
-----------------------------------------------------------------
F.       F.     G.    H.        I.      J.       K.
PARM   RFM    SA    AAA       TT      PAA      COST CODE
                   (CRITICAL)                  PROJ          PDLI
                                               UNIT   MCC   & SUF
_________________________________________________________________

XN      WML    0    068342     2D     000000   21951   4SE   8118
XN      WML    0    068342     2D     000000   21952   4SE   8128
XN      WML    0    068342     2D     000000   21953   4SE   8138
-----------------------------------------------------------------
8.   AMOUNT (CRITICAL)             NAVY INTERNAL USE ONLY
                                   REF COD/ACRN

   $40,874.00                      N0002494PD4D511
   $40,874.00
   $40,873.00


PAGE TOTAL     $122,621.00

GRAND TOTAL    $122,621.00

-----------------------------------------------------------------

PREPARED/AUTHORIZED BY:

/S/CLIVE A HARDING
CLIVE A HARDING, BFM SEA 91WF

DATE:     23-Feb-98


COMPTROLLER APPROVAL:


SIGNATURE     /S/E. SPAULDING
              E. SPAULDING 703-302-5000x402
              BY DIRECTION OF
              CAPT. V.H. ACKLEY
              DEPUTY COMMANDER/COMPTROLLER

DATE:

3/10/98
-----------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S>                     <C>                  <C>
-----------------------------------------------------------------

             FINANCIAL ACCOUNTING DATA SHEET - NAVY
-----------------------------------------------------------------

1. CONTRACT NUMBER          2. SPIN          3. MOD (CRITICAL)
    (CRITICAL)

  N00024-97-C-6431                                 P00012
-----------------------------------------------------------------
5.          6.  LINE OF ACCOUNTING

CLIN/SLIN       A. ACRN    B. APPROPRI-   C. SUBHEAD      D. OBJ
                CRITICAL      ATION          (CRITICAL)      CLA
                             (CRITICAL)
-----------------------------------------------------------------
0001AL            BR          1761711        A224           252
0001AL            BP          1761711        A224           252

<S>                                 <C>


                  FINANCIAL ACCOUNTING DATA SHEET -- Continued
-----------------------------------------------------------------
4. PR NUMBER                                 PAGE 1 OF 1
    N0002498FR54561
    TAR 38175
-----------------------------------------------------------------
G.       F.     G.    H.        I.      J.       K.
PARM   RFM    SA    AAA       TT      PAA      COST CODE
                   (CRITICAL)                  PROJ          PDLI
                                               UNIT   MCC   & SUF
_________________________________________________________________

3G      WML    0    068342     2D     000000   29999  400    1018
3G      WML    0    068342     2D     000000   22992  400    1028
-----------------------------------------------------------------
9.   AMOUNT (CRITICAL)             NAVY INTERNAL USE ONLY
                                   REF COD/ACRN

   $222,069.00                     N0002496PD4D211
   $222,068.00                     N0002496PD4D211


PAGE TOTAL     $444,137.00

GRAND TOTAL    $444,137.00

-----------------------------------------------------------------

PREPARED/AUTHORIZED BY:

/S/CLIVE A. HARDING
CLIVE A. HARDING, BFM, SEA 91WF

DATE:     23-Feb-98


COMPTROLLER APPROVAL:


SIGNATURE     /S/E. SPAULDING
              E. SPAULDING 703-602-5000x402
              BY DIRECTION OF
              CAPT. V.H. ACKLEY
              DEPUTY COMMANDER/COMPTROLLER

DATE:

3/10/98
-----------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S>                                                   <C>
-----------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
1. CONTRACT ID CODE                    PAGE OF PAGES
         U                               1       3
-----------------------------------------------------------------
2.   AMENDMENT/MODIFICATION NO.           3. EFFECTIVE DATE
         P00013                              SEE BLK 16C.

4. REQUISITION/PURCHASE REQ. NO.            5. PROJECT NO.
      N00024-98-FR-54620                    8-03KF-54620
-----------------------------------------------------------------
6. ISSUED BY CODE N00024 7. ADMINISTERED BY(If other than Item 6)
                                                   CODE  S2401A

NAVAL SEA SYSTEMS COMMAND                 DCMAO SYRACUSE-BUFFALO
2531 JEFFERSON DAVIS HIGHWAY              1103 FEDERAL BUILDING
ARLINGTON VA 22242-5160                   111 W. HURON STREET
BUYER/SYMBOL: L. COOPER/SEA-0251K          BUFFALO, NY 14202
PHONE: Area Code 703/602-8105, EXT. 516
-----------------------------------------------------------------
8.   NAME AND ADDRESS OF CONTRACTOR (No., street, county, State
  and
   ZIP Code)
                                |   |9A. AMENDMENT OF
                                |   |    SOLICITATION NO.
                                |   |---------------------------
CEC NO: 07-779-9799             |   |9B.  DATED (SEE ITEM 11)
                                |   |
COMPTEK FEDERAL SYSTEMS, INC.   |   |---------------------------
2732 TRANSIT ROAD               |   |10A. MODIFICATION OF
BUFFALO, NY 14224-2523          |   |     CONTRACT/ORDER NO.
                                | X |     N00024-97-C-6431
                                |   |---------------------------
TIN NO: 16-1411419              |   |10B.  DATED (SEE ITEM 13)
--------------------------------|   |        30 APRIL 1990
CAGE CODE 2X914 | FACILITY CODE |   |

     11. THIS ITEM ONLY APPLIES TO AMENDMENT OF SOLICITATIONS

[   ] The above numbered solicitation is amended as set forth in
Item 14.  The hour and date specified for receipt of Offer [   ]
is extended, [  ] is not extended. Offers must acknowledge
receipt of this amendment prior to the hour and date specified in
the solicitation or as amended, by one of the following methods:
(a)  By competing items 8 and 15, and returning ___ copies of the
amendment; (b) By acknowledging receipt of this amendment on each
copy of the offer submitted; or (c) By separate Letter or
telegram which includes a reference to the solicitation and
amendment numbers.  FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED
AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE
HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR
OFFER.  If by virtue of this amendment you desire to change and
offer already submitted, such change may be made by telegram or
Letter, provided each telegram or letter makes reference to the
solicitation and this amendment, and is received prior to the
opening hour and date specified.

12.  ACCOUNTING AND APPROPRIATION DATA
     SEE ATTACHED FINANCIAL ACCOUNTING DATA SHEETS
-----------------------------------------------------------------
13.  THIS ITEM APPLIES ONLY TO MODIFICATIONS OF
    CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS
    DESCRIBED IN ITEM 14.
-----------------------------------------------------------------
     | A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify
     |    authority) THE CHANGES
     |    SET FORTH IN ITEM 14 ARE MADE IN THE
     |    CONTRACT ORDER NO.  IN ITEM 10A.
-----------------------------------------------------------------
     | B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO
     |    REFLECT THE ADMINISTRATIVE
     |    CHANGES (such as changes in paying  office,
     |    appropriation date, etc.) SET FORTH
     |    IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43,103(b).
-----------------------------------------------------------------
     | C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO
     |    AUTHORITY OF:
     |
-----------------------------------------------------------------
     | D. OTHER (Specify type of modification and authority)
 x   |    UNILATERAL MODIFICATION PER SECTION H-2, ALLOTMENT OF
     |    FUNDS
-----------------------------------------------------------------
E.   IMPORTANT: Contractor [X] is not, [  ] is required to sign
  this document and return __ copies to the issuing office.

-----------------------------------------------------------------
14.  DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF
  section headings, including solicitation/contract subject matter
  where feasible.)


                           SEE PAGE 2
                        TAR 38184/C-8016


Except as provided herein, all terms and conditions of the
document referenced in item 9A or 10A, as heretofore changed,
remains unchanged and in full force and effect.
-----------------------------------------------------------------
15A.  NAME AND TITLE OF SIGNER (Type or print)


16A.  NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
          ANN VAN HOUTEN
          CONTRACTING OFFICER
-----------------------------------------------------------------
15B.  CONTRACTOR/OFFEROR                    15C.  DATE SIGNED


Signature of person authorized to sign

16B.  UNITED STATES OF AMERICA       |        16C.  DATE SIGNED
      By /s/ANN VAN HOUTEN
-----------------------------------------------------------------
(Signature of Contracting officer)   |            4/18/98
-----------------------------------------------------------------
PREVIOUS EDITION UNUSABLE          30-105
STANDARD FORM 30 (REV. 10-83)
Prescribed by GSA
<PAGE>

                        N00024-97-C-6431
                                                           P00013
                                                      PAGE 2 OF 3

The purpose of this modification is to fully fund Item 0001AN, in
the  amount  of  $170,000.  As a result of this modification  the
total  amount  funded  to  date is  increased  by  $170,000  from
$6,018,699 to $6,188,699.  As a result of this modification,  the
total  estimated  value  of this contract  remains  unchanged  at
$10,492,689  ($9,914,811 estimated cost and $557,878 fixed  fee).
Accordingly,  Contract  N00024-97-C-6431 is  hereby  modified  as
follows:

1.   Under Section B, SUPPLIES OR SERVICES and PRICES/COSTS,
     replace Item 0001 with the following ceilings:


</TABLE>
<TABLE>
<S>     <C>         <C>       <C>          <C>         <C>
 ITEM   EST. COST  FIXED FEE  TOTAL CPFF  MAN HOURS      TYPE
0001    $4,066,480  $236,910   $4,303,390    110,325 
0001AA     $50,084    $2,920      $53,004      1,548 RDT&E97
0001AB          $0        $0           $0          0 FMS
0001AC          $0        $0           $0          0 O&MN97
0001AD    $579,240   $33,770     $613,010     16,913 OPN97
0001AE    $333,878   $19,519     $353,397      9,749 SCN97
0001AF          $0        $0           $0          0 WPN97
0001AG     $30,057    $1,743      $31,800        929 MISC
0001AH  $1,228,360   $71,608   $1,299,968     37,957 O&MN98
0001AJ    $884,318   $51,544     $935,862     27,326 RDT&E98-ETS
0001AK    $112,070    $6,532     $118,602      3,463 SCN93
0001AL  $1,559,248   $90,889   $1,650,137     48,182 SCN96
0001AM    $278,683   $16,247     $294,930      8,612 RDT&E98
0001AN    $481,905   $28,095     $510,000     14,891 OPN98
0001AP     $12,254      $714      $12,968        379 SCN91
0001AR    $298,234   $17,387     $315,621      9,216 SCN94
TOTAL   $9,914,811  $577,878  $10,492,689    289,490 
</TABLE>

2.   Under Section C, SPECIFICATION OR STATEMENT OF WORK, add the
     following for Items 0001AL, 0001AN, 0001AP and 0001AR:

     Item 0001AN - The Contractor shall perform all services
     required under Technical Instructions 38184.
     
     Items 0001AJ-0001AR - The contractor shall perform all work
     required under Technical Instructions 38004, 38008, 38009,
     39010, 38011, 38013, 37385, 38093, 37387, 38094, 38103,
     37353, 38140, 38175, 38154 and 38184.
     
3.   Under Section F, DELIVERIES OR PERIOD OF PERFORMANCE, add
     the following for Items 0001AL, 0001AN, 0001AP and 0001AR:

     Items 0001AH - the Contractor shall provided the required
     services for this item from the date of this modification
     through 30 September 1998.
     
     Items 0001AG and 0001AR - The Contractor shall provided the
     required services for this item from the date of this
     modification through 30 September 1998.
     
4.   In accordance with the LIMITATION OF COST clauses, as listed
     in the attached financial account data sheets, funding in the
     amount of $170,000 is hereby added as follows:
<TABLE>
<S>      <C>        <C>           <C>         <C>        <C>
 ITEM    EST COST    FIXED FEE   TOTAL CPFF  MAN HOURS    TYPE
0001AN    $160,635       $9,365     $170,000      4,964  OPNFY98
</TABLE>

5.   Under Section H, SPECIAL CONTRACT CLAUSES, ALLOTMENT OF
     FUNDS CLAUSE., add Item 0001AN to paragraph (c).

6.   As a result of this modification the total amount funded to
     date is increased by $170,000 from $6,018,699 to $6,188,699.  As
     a result of this modification, the total estimated value of this
     contract remains unchhanged at $10,492,689 ($9,914,811 estimated
     cost and $557,878 fixed fee).

7.   Except as provided herein, all other terms and conditions
     remain unchanged.


<PAGE>
<TABLE>
<S>                     <C>                  <C>
-----------------------------------------------------------------

             FINANCIAL ACCOUNTING DATA SHEET - NAVY
-----------------------------------------------------------------

1. CONTRACT NUMBER          2. SPIN          3. MOD (CRITICAL)
    (CRITICAL)

  N00024-90-C-6431                                 P00013
-----------------------------------------------------------------
5.          6.  LINE OF ACCOUNTING

CLIN/SLIN       A. ACRN    B. APPROPRI-   C. SUBHEAD      D. OBJ
                CRITICAL      ATION          (CRITICAL)      CLA
                             (CRITICAL)
-----------------------------------------------------------------
0001AN            BS          1781810        81GE           252
<S>                                 <C>


                  FINANCIAL ACCOUNTING DATA SHEET -- Continued
-----------------------------------------------------------------
4. PR NUMBER                                 PAGE 1 OF 1
    N0002498FR54620
    TAR 38184
-----------------------------------------------------------------
E.       F.     G.    H.        I.      J.       K.
PARM   RFM    SA    AAA       TT      PAA      COST CODE
                   (CRITICAL)                  PROJ          PDLI
                                               UNIT   MCC   & SUF
_________________________________________________________________

SA      S3K    0    068342     2D     000000   GE003  000    0000
-----------------------------------------------------------------
7.   AMOUNT (CRITICAL)             NAVY INTERNAL USE ONLY
                                   REF COD/ACRN

   $170,000.00                     N0002498AF381GE

PAGE TOTAL     $170,000.00

GRAND TOTAL    $170,000.00

-----------------------------------------------------------------

PREPARED/AUTHORIZED BY:

/S/TAMMY SAMUELS
TAMMY SAMUELS, SEA 03KFP1

DATE:     3/4/98

COMPTROLLER APPROVAL:


SIGNATURE     /S/T. MILES
              T. MILES 703-602-9151x401
              BY DIRECTION OF
              CAPT. V.H. ACKLEY
              DEPUTY COMMANDER/COMPTROLLER

DATE:

APR 10 1998
-----------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S>                                                   <C>
-----------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
1. CONTRACT ID CODE                    PAGE OF PAGES
         U                               1       3
-----------------------------------------------------------------
2.   AMENDMENT/MODIFICATION NO.           3. EFFECTIVE DATE
         P00014                              SEE BLK 16C.

4. REQUISITION/PURCHASE REQ. NO.            5. PROJECT NO.
      N00024-98-FR-54621                    8-03KF-54621
-----------------------------------------------------------------
6. ISSUED BY CODE N00024 7. ADMINISTERED BY(If other than Item 6)
                                                   CODE  S2401A

NAVAL SEA SYSTEMS COMMAND                 DCMAO SYRACUSE/BUFFALO
2531 JEFFERSON DAVIS HIGHWAY              1103 FEDERAL BUILDING
ARLINGTON VA 22242-5160                   111 W. HURON STREET
BUYER/SYMBOL: L. COOPER/0251              BUFFALO, NY 14202
PHONE: Area Code 703/602-8105, EXT. 516
-----------------------------------------------------------------
8.   NAME AND ADDRESS OF CONTRACTOR (No., street, county, State
  and
   ZIP Code)
                                |   |9A. AMENDMENT OF
                                |   |    SOLICITATION NO.
                                |   |---------------------------
CEC NO: 07-779-9799             |   |9B.  DATED (SEE ITEM 11)
                                |   |
COMPTEK FEDERAL SYSTEMS, INC.   |   |---------------------------
2732 TRANSIT ROAD               | X |10A. MODIFICATION OF
BUFFALO, NY 14224-2523          |   |     CONTRACT/ORDER NO.
                                |   |     N00024-97-C-6431
                                |   |---------------------------
TIN NO: 16-1411419              |   |10B.  DATED (SEE ITEM 13)
--------------------------------|   |        30 APRIL 1990
CAGE CODE 2X914|FACILITY CODE 0 |   |

     11. THIS ITEM ONLY APPLIES TO AMENDMENT OF SOLICITATIONS

[   ] The above numbered solicitation is amended as set forth in
Item 14.  The hour and date specified for receipt of Offer [   ]
is extended, [  ] is not extended. Offers must acknowledge
receipt of this amendment prior to the hour and date specified in
the solicitation or as amended, by one of the following methods:
(a)  By competing items 8 and 15, and returning ___ copies of the
amendment; (b) By acknowledging receipt of this amendment on each
copy of the offer submitted; or (c) By separate Letter or
telegram which includes a reference to the solicitation and
amendment numbers.  FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED
AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE
HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR
OFFER.  If by virtue of this amendment you desire to change and
offer already submitted, such change may be made by telegram or
Letter, provided each telegram or letter makes reference to the
solicitation and this amendment, and is received prior to the
opening hour and date specified.

12.  ACCOUNTING AND APPROPRIATION DATA
     SEE ATTACHED FINANCIAL ACCOUNTING DATA SHEETS
-----------------------------------------------------------------
13.  THIS ITEM APPLIES ONLY TO MODIFICATIONS OF
    CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS
    DESCRIBED IN ITEM 14.
-----------------------------------------------------------------
     | A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify
     |    authority) THE CHANGES
     |    SET FORTH IN ITEM 14 ARE MADE IN THE
     |    CONTRACT ORDER NO.  IN ITEM 10A.
-----------------------------------------------------------------
     | B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO
     |    REFLECT THE ADMINISTRATIVE
     |    CHANGES (such as changes in paying  office,
     |    appropriation date, etc.) SET FORTH
     |    IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43,103(b).
-----------------------------------------------------------------
     | C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO
     |    AUTHORITY OF:
     |
-----------------------------------------------------------------
     | D. OTHER (Specify type of modification and authority)
 x   |    UNILATERAL MODIFICATION PER SECTION H-2, ALLOTMENT
     |
-----------------------------------------------------------------
E.   IMPORTANT: Contractor [X] is not, [  ] is required to sign
  this document and return __ copies to the issuing office.

-----------------------------------------------------------------
14.  DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF
  section headings, including solicitation/contract subject matter
  where feasible.)


                          SEE PAGE 2
                         TAR's 38192/C-8012
                               38117/C-8005

                                

Except as provided herein, all terms and conditions of the
document referenced in item 9A or 10A, as heretofore changed,
remains unchanged and in full force and effect.
-----------------------------------------------------------------
15A.  NAME AND TITLE OF SIGNER (Type or print)


16A.  NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
          ANN VAN HOUTEN
          CONTRACTING OFFICER
-----------------------------------------------------------------
15B.  CONTRACTOR/OFFEROR                    15C.  DATE SIGNED


Signature of person authorized to sign

16B.  UNITED STATES OF AMERICA       |        16C.  DATE SIGNED
      By /s/ANN VAN HOUTEN
-----------------------------------------------------------------
(Signature of Contracting officer)   |             4/13/98
-----------------------------------------------------------------
PREVIOUS EDITION UNUSABLE          30-105
STANDARD FORM 30 (REV. 10-83)
Prescribed by GSA
<PAGE>

                        N00024-97-C-6431
                                                           P00014
                                                      PAGE 2 OF 3
                                                                 
The purpose of this modification is to fully fund Item 0001AH, in
the  amount  of  $599,987.  As a result of this modification  the
total  amount  funded  to  date is  increased  by  $599,987  from
$6,188,699 to $6,788,686.  As a resutl of this modification,  the
total  estimated  value  of this contract  remains  unchanged  at
$10,492,689  ($9,914,811 estimated cost and $557,878 fixed  fee).
Accordingly,  Contract  N00024-97-C-6431 is  hereby  modified  as
follows:

1.   Under Section B, SUPPLIES OR SERIVCES and PRICES/COSTS,
     replace Item 0001 with the following ceilings:


</TABLE>
<TABLE>
<S>      <C>        <C>        <C>          <C>        <C>
 ITEM   EST. COST   FIXED FEE TOTAL CPFF   MAN HOURS     TYPE
0001    $3,499,546   $203,857  $3,703,403     92,816 
0001AA     $50,084     $2,920     $53,004      1,548 RDT&E97
0001AB          $0         $0          $0          0 FMS
0001AC          $0         $0          $0          0 O&MN97
0001AD    $579,240    $33,770    $613,010     16,913 OPN97
0001AE    $333,878    $19,519    $353,397      9,749 SCN97
0001AF          $0         $0          $0          0 WPN97
0001AG     $30,057     $1,743     $31,800        929 MISC
0001AH  $1,795,294   $104,661  $1,899,955     55,476 O&MN98
0001AJ    $884,318    $51,544    $935,862     27,326 RDT&E98-ETS
0001AK    $112,070     $6,532    $118,602      3,463 SCN93
0001AL  $1,559,248    $90,889  $1,650,137     48,182 SCN96
0001AM    $278,683    $16,247    $294,930      8,612 RDT&E98
0001AN    $481,905    $28,095    $510,000     14,891 OPN98
0001AP     $12,254       $714     $12,968        379 SCN91
0001AR    $298,234    $17,387    $315,621      9,216 SCN94
TOTAL   $9,914,811   $577,878 $10,492,689    289,500 
</TABLE>

2.   Under Section C, SPECIFICATIUON OR STATEMENT OF WORK, add
     the following for Items 0001AL, 0001AN, 0001AP and 0001AR:

     Item 0001AH - The Contractor shall perform all wervices
     required under Technical Instructions 38117 and 38192.
     
     Items 0001AJ - 0001AR - The contractor shall perform all
     work required under Technical Insturctions 38004, 38008,
     38009, 38010, 38011, 38013, 37385, 38093, 37387, 38094,
     38103, 37353, 38140, 38175, 38154 and 38184.
     
3.   Under  Section  F, DELIVERIES OR PERIOD OF PERFORMANCE,  add
     the following for Items 0001AL, 0001AN, 0001AP and 0001AR:

     Items 0001AH - the Contractor shall provided the required
     services for this items from the date of this modification
     through 30 September 1998.
     
     Items 0001AG and 0001AJ - 0001AR - The Contractor shall
     provided the required services for this item from the date
     of this modification through 30 September 1998.
     
4.   In accordance with the LIMITATION OF COST clauses, as listed
     in the attached financial account data sheets, funding in the
     amount of $599,987 is hereby added as follows:
<TABLE>
<S>     <C>        <C>        <C>         <C>        <C>
ITEM   EST. COST  FIXED FEE  TOTAL CPFF  MAN HOURS  TYPE
                                  
0001AH  $566,934     $33,053   $599,987      17,519 O&MNFY98
</TABLE>

5.   Under Section H, SPECIAL CONTRACT CLAUSES, ALLOTMENT OF
     FUNDS CLAUSE., add Item 0001AH to paragraph (c).

6.   As a result of this modification the total amount funded to
     date is increased by $599,987 from $6,188,699 to $6,788,686.  As
     a result of this modification, the total estimated value of this
     contract remains unchanged at $10,492,689 ($9,914,811 estimated
     cost and $557,878 fixed fee).

7.   Except as provided herein, all other terms and conditions
     remain unchanged.


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

             FINANCIAL ACCOUNTING DATA SHEET - NAVY
-----------------------------------------------------------------

1. CONTRACT NUMBER          2. SPIN          3. MOD (CRITICAL)
    (CRITICAL)

  N0002497C6431                                P00014
-----------------------------------------------------------------
5.          6.  LINE OF ACCOUNTING

CLIN/SLIN       A. ACRN    B. APPROPRI-   C. SUBHEAD      D. OBJ
                CRITICAL      ATION          (CRITICAL)      CLA
                             (CRITICAL)
-----------------------------------------------------------------
0001AH            AW          1781804        2U6N           252
<S>                                 <C>


                  FINANCIAL ACCOUNTING DATA SHEET -- Continued
-----------------------------------------------------------------
4. PR NUMBER                                 PAGE 1 OF 1
    N0002498FR54621
    TAR 38192
-----------------------------------------------------------------
E.       F.     G.    H.        I.      J.       K.
PARM   RFM    SA    AAA       TT      PAA      COST CODE
                   (CRITICAL)                  PROJ          PDLI
                                               UNIT   MCC   & SUF
_________________________________________________________________

SA      SCL    0    068342     2D     000000   46N05  000    0000
-----------------------------------------------------------------
7.   AMOUNT (CRITICAL)             NAVY INTERNAL USE ONLY
                                   REF COD/ACRN

   $400,000.00                     N0002498RA02U6N

PAGE TOTAL     $400,000.00

GRAND TOTAL    $400,000.00

-----------------------------------------------------------------

PREPARED/AUTHORIZED BY:

/S/H.R. HAUSE
H.R. HAUSE, PMS430
Ph (703) 602-0647 x600   Fax (703) 602-0649

DATE:     13 MAR 98


COMPTROLLER APPROVAL:


SIGNATURE     /S/M.A. CALOGERO
              M.A.CLAOGERO
              BY DIRECTION OF
              CAPT. V.H. ACKLEY
              DEPUTY COMMANDER/COMPTROLLER

DATE:

APR 01 1998
-----------------------------------------------------------
</TABLE>
<TABLE>
<S>                     <C>                  <C>
-----------------------------------------------------------------

             FINANCIAL ACCOUNTING DATA SHEET - NAVY
-----------------------------------------------------------------

1. CONTRACT NUMBER          2. SPIN          3. MOD (CRITICAL)
    (CRITICAL)

  N0002497C6431                                P00014
-----------------------------------------------------------------
5.          6.  LINE OF ACCOUNTING

CLIN/SLIN       A. ACRN    B. APPROPRI-   C. SUBHEAD      D. OBJ
                CRITICAL      ATION          (CRITICAL)      CLA
                             (CRITICAL)
-----------------------------------------------------------------
0001AH            AW          1781804        2U6N           252
<S>                                 <C>


                  FINANCIAL ACCOUNTING DATA SHEET -- Continued
-----------------------------------------------------------------
4. PR NUMBER                                 PAGE 1 OF 1
    N0002498FR54621
    TAR 38117
-----------------------------------------------------------------
F.       F.     G.    H.        I.      J.       K.
PARM   RFM    SA    AAA       TT      PAA      COST CODE
                   (CRITICAL)                  PROJ          PDLI
                                               UNIT   MCC   & SUF
_________________________________________________________________

SA      SCL    0    068342     2D     000000   46N05  000    0000
-----------------------------------------------------------------
8.   AMOUNT (CRITICAL)             NAVY INTERNAL USE ONLY
                                   REF COD/ACRN

   $199,987.00                     N0002498RA02U6N

PAGE TOTAL     $199,987.00

GRAND TOTAL    $199,987.00

-----------------------------------------------------------------

PREPARED/AUTHORIZED BY:

/S/H.R. HAUSE
H.R. HAUSE, PMS430
Ph (703) 602-0647 x600   Fax (703) 602-0649

DATE:      4 MAR 98


COMPTROLLER APPROVAL:


SIGNATURE     /S/M.A. CALOGERO
              M.A.CLAOGERO
              BY DIRECTION OF
              CAPT. V.H. ACKLEY
              DEPUTY COMMANDER/COMPTROLLER

DATE:

APR 01 1998
-----------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S>                                                   <C>
-----------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
1. CONTRACT ID CODE                    PAGE OF PAGES
         U                               1       3
-----------------------------------------------------------------
2.   AMENDMENT/MODIFICATION NO.           3. EFFECTIVE DATE
         P00015                              SEE BLK 16C.

4. REQUISITION/PURCHASE REQ. NO.            5. PROJECT NO.
      N00024-98-FR-54622                       8-03KF-54622
-----------------------------------------------------------------
6. ISSUED BY CODE N00024 7. ADMINISTERED BY(If other than Item 6)
                                                   CODE  S2401A

NAVAL SEA SYSTEMS COMMAND                   DCMC SYRACUSE-BUFFALO
2531 JEFFERSON DAVIS HIGHWAY                1103 FEDERAL BUILDING
ARLINGTON VA 22242-5160                     111 W. HURON STREET
BUYER/SYMBOL: L. COOPER/0251                BUFFALO, NY 14202
PHONE: Area Code 703/602-8105, EXT. 516
-----------------------------------------------------------------
8.   NAME AND ADDRESS OF CONTRACTOR (No., street, county, State
  and
   ZIP Code)
                                |(X)|9A. AMENDMENT OF
                                |   |    SOLICITATION NO.
                                |   |---------------------------
CEC NO: 077799799               |   |9B.  DATED (SEE ITEM 11)
                                |   |
COMPTEK FEDERAL SYSTEMS, INC.   |   |---------------------------
2732 TRANSIT ROAD               |   |10A. MODIFICATION OF
BUFFALO, NY 14224-2523          |   |     CONTRACT/ORDER NO.
                                |   |     N00024-97-C-6431
                                |   |---------------------------
TIN NO: 16-1411419              |   |10B.  DATED (SEE ITEM 13)
--------------------------------|   |        30 APRIL 1990
 CODE 2X914 FACILITY CODE    |0|

     11. THIS ITEM ONLY APPLIES TO AMENDMENT OF SOLICITATIONS

[   ] The above numbered solicitation is amended as set forth in
Item 14.  The hour and date specified for receipt of Offer [   ]
is extended, [  ] is not extended. Offers must acknowledge
receipt of this amendment prior to the hour and date specified in
the solicitation or as amended, by one of the following methods:
(a)  By competing items 8 and 15, and returning ___ copies of the
amendment; (b) By acknowledging receipt of this amendment on each
copy of the offer submitted; or (c) By separate Letter or
telegram which includes a reference to the solicitation and
amendment numbers.  FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED
AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE
HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR
OFFER.  If by virtue of this amendment you desire to change and
offer already submitted, such change may be made by telegram or
Letter, provided each telegram or letter makes reference to the
solicitation and this amendment, and is received prior to the
opening hour and date specified.

12.  ACCOUNTING AND APPROPRIATION DATA
     SEE ATTACHED FINANCIAL ACCOUNTING DATA SHEETS
-----------------------------------------------------------------
13.  THIS ITEM APPLIES ONLY TO MODIFICATIONS OF
    CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS
    DESCRIBED IN ITEM 14.
-----------------------------------------------------------------
     | A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify
     |    authority) THE CHANGES
     |    SET FORTH IN ITEM 14 ARE MADE IN THE
     |    CONTRACT ORDER NO.  IN ITEM 10A.
-----------------------------------------------------------------
     | B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO
     |    REFLECT THE ADMINISTRATIVE
     |    CHANGES (such as changes in paying  office,
     |    appropriation date, etc.) SET FORTH
     |    IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43,103(b).
-----------------------------------------------------------------
     | C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO
     |    AUTHORITY OF:
     |
-----------------------------------------------------------------
     | D. OTHER (Specify type of modification and authority)
 x   |    UNILATERAL MODIFICATION PER SECTION H, ALLOTMENT OF
     |    FUNDS CLAUSE PARAGRAPH (b)
-----------------------------------------------------------------
E.   IMPORTANT: Contractor [X] is not, [  ] is required to sign
  this document and return __ copies to the issuing office.

-----------------------------------------------------------------
14.  DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF
  section headings, including solicitation/contract subject matter
  where feasible.)


                          SEE ATTACHED PAGES

                        C-8004.1/TAR38162

Except as provided herein, all terms and conditions of the
document referenced in item 9A or 10A, as heretofore changed,
remains unchanged and in full force and effect.
-----------------------------------------------------------------
15A.  NAME AND TITLE OF SIGNER (Type or print)


16A.  NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
          ANN VAN HOUTEN
          CONTRACTING OFFICER
-----------------------------------------------------------------
15B.  CONTRACTOR/OFFEROR                    15C.  DATE SIGNED


Signature of person authorized to sign

16B.  UNITED STATES OF AMERICA       |        16C.  DATE SIGNED
      By /s/ANN VAN HOUTEN                            4/20/98
-----------------------------------------------------------------
(Signature of Contracting officer)   |            19 NOV 96
-----------------------------------------------------------------
PREVIOUS EDITION UNUSABLE          30-105
STANDARD FORM 30 (REV. 10-83)
Prescribed by GSA
<PAGE>

This purpose of this modification is to fully fund Item 0001AL
and 0001AR, in the amount of $425,000.  As a result of this
modification the total amount funded to date is increased by
$425,000 from $6,788.686 to $7,213.686.  As a result of this
modification, the total estimated value of this contract remains
unchanged at $10,492,689 ($9,914,811 estimated cost and $557,878
fixed fee).  Accordingly, Contract N00024-97-C-6431 is hereby
modified as follows:

1.   Under Section B, SUPPLIES OR SERVICES and PRICES/COSTS,
   replace Item 0001 with the following ceilings:

ITEM   EST. COST    FIXED FEE    TOTAL CPFF   MAN HOURS  TYPE
0001   $ 3,097,958  $   180,445  $ 3,278,403     85,607  
0001AA $    50,084  $     2,920  $    53,004      1,548  RDT&E 97
0001AB $         0  $         0  $         0          0  FMS
0001AC $         0  $         0  $         0          0  O&,MN 97
0001AD $   579,240  $    33,770  $   613,010     16,913  OPN 97
0001AE $   333,878  $    19,519  $   353,397      9,749  SCN 97
0001AF $         0  $         0  $         0          0  WPN 97
0001AG $    30,057  $     1,743  $    31,800        929  MISC
0001AH $ 1,795,294  $   104,661  $ 1,899,955     55,476  O&MN 98
0001AJ $   884,318  $    51,544  $   935,862     27,326  RDT&E 98-ETS
0001AK $   112,070  $     6,532  $   118,602      3,463  SCN 93
0001AL $ 1,795,476  $   104,661  $ 1,900,137     55,481  SCN 96
0001AM $   278,683  $    16,247  $   294,930      8,612  RDT&E 98
0001AN $   481,905  $    28,095  $   510,000     14,891  OPN 98
0001AP $    12,254  $       714  $    12,968        379  SCN 91
0001AR $   463,594  $    27,027  $   490,621     14,325  SCN 94
TOTAL  $ 9,914,811  $   577,878  $10,492,689             
                                              294,699

2. Under Section C, SPECIFICATION OR STATEMENT OF WORK, add the
following for Items 0001AL, and 0001AR:

Item 0001AL-The Contractor shall perform all services required
under Technical Instruction 38162.

Item 0001AR-The Contractor shall perform all services required
under Technical Instruction 38162.

Items 0001AJ-0001AR-The Contractor shall perform all work
required under Technical Instructions 38004,
38008,38009,38010,38011,38013,37385,38093,37387,38094,38103,37353
,38140,38175,38154,38184,and 38162.

3. Under section F, DELIVERIES OR PERIOD OF PERFORMANCE, add the
following for Items 0001AL, and 0001AR:

Items 0001AH-The Contractor shall provide the required services
for this item from the date of this modification through 30
September 1998.

Items 0001AG and 0001AJ-0001AR- The Contractor shall provide the
required services for this item from the date of this
modification through 30 September 1998.

4. In accordance with the LIMITATION OF COST clauses, as listed
in the attached financial account data sheets, funding in the
amount of $425,000 is hereby added as follows:

ITEM       EST. COST  FIXED FEE  TOTAL CPFF  MAN HOURS   TYPE
0001AL     $236,228   $13,772    $250,000    7,300       SCN FY96
0001AR     $165,360   $ 9,640    $175,000    5,110       SCN FY94
           $401,588   $23,412    $425,000    12,410      

5. Under Section H, SPECIAL CONTRACT CLAUSES, ALLOTMENT OF FUNDS
CLAUSE, add Item 0001AL and 0001AR to paragraph c.

6. As a result of this modification the total amount funded to
date is increased by $425,000 from $6,788,686 to $7,213,686.  As
a result of this modification, the total estimated value of this
contract remains unchanged at $10,492,689 ($9,914,811 estimated
cost and $557,878 fixed fee).

7. Except as provided herein, all other terms and conditions
remain unchanged.

</TABLE>
<TABLE>
<S>                     <C>                  <C>
-----------------------------------------------------------------

             FINANCIAL ACCOUNTING DATA SHEET - NAVY
-----------------------------------------------------------------

1. CONTRACT NUMBER          2. SPIN          3. MOD (CRITICAL)
    (CRITICAL)

  N00024-97-C-6431                                 P00015
-----------------------------------------------------------------
5.          6.  LINE OF ACCOUNTING

CLIN/SLIN       A. ACRN    B. APPROPRI-   C. SUBHEAD      D. OBJ
                CRITICAL      ATION          (CRITICAL)      CLA
                             (CRITICAL)
-----------------------------------------------------------------
0001AR            BF          1741611          8386         252
0001AL            BG          1761711          8386         252


                  FINANCIAL ACCOUNTING DATA SHEET -- Continued
-----------------------------------------------------------------
4. PR NUMBER                                 PAGE 1 OF 1
    N0002498FR54622
    (TAR 38162)
-----------------------------------------------------------------
E.       F.     G.    H.        I.      J.       K.
PARM   RFM    SA    AAA       TT      PAA      COST CODE
                    (CRITICAL)                 PROJ          PDLI
                                               UNIT   MCC   & SUF
YX____WCL_____0____068342_____2D_____000000____22202__429___001A_
YX    WCL     0    068342     2D     000000    23027  400   001A

-----------------------------------------------------------------
7.   AMOUNT (CRITICAL)             NAVY INTERNAL USE ONLY
                                   REF COD/ACRN

   $175,000.00                     N0002497PD77020
                                        (LHD 6)
   $250,000.00                     N0002497PD77021

PAGE TOTAL     $425,000.00

GRAND TOTAL    $425,000.00

-----------------------------------------------------------------

PREPARED/AUTHORIZED BY:

/S/ MARVIN C.ANTHONY


DATE:     3/20/98


COMPTROLLER APPROVAL:


SIGNATURE     /S/.V JEFFERSON
              BY DIRECTION OF
              CAPT. V.H. ACKLEY
              DEPUTY COMMANDER/COMPTROLLER

DATE:

APRIL 15 98
-----------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S>                                                   <C>
-----------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
1. CONTRACT ID CODE                    PAGE OF PAGES
         U                               1       3
-----------------------------------------------------------------
2.   AMENDMENT/MODIFICATION NO.           3. EFFECTIVE DATE
         P00016                              SEE BLK 16C.

4. REQUISITION/PURCHASE REQ. NO.            5. PROJECT NO.
      N00024-98-FR-54627                       8-03KF-54627
-----------------------------------------------------------------
6. ISSUED BY CODE N00024 7. ADMINISTERED BY(If other than Item 6)
                                                   CODE  S2401A

NAVAL SEA SYSTEMS COMMAND                   DCMC SYRACUSE-BUFFALO
2531 JEFFERSON DAVIS HIGHWAY                1103 FEDERAL BUILDING
ARLINGTON VA 22242-5160                     111 W. HURON STREET
BUYER/SYMBOL: L. COOPER/0251                BUFFALO, NY 14202
PHONE: Area Code 703/602-8105, EXT. 516
-----------------------------------------------------------------
9.   NAME AND ADDRESS OF CONTRACTOR (No., street, county, State
  and
   ZIP Code)
                                |(X)|9A. AMENDMENT OF
                                |   |    SOLICITATION NO.
                                |   |---------------------------
CEC NO: 077799799               |   |9B.  DATED (SEE ITEM 11)
                                |   |
COMPTEK FEDERAL SYSTEMS, INC.   |   |---------------------------
2732 TRANSIT ROAD               |   |10A. MODIFICATION OF
BUFFALO, NY 14224-2523          |   |     CONTRACT/ORDER NO.
                                |   |     N00024-97-C-6431
                                |   |---------------------------
TIN NO: 16-1411419              |   |10B.  DATED (SEE ITEM 13)
--------------------------------|   |        30 APRIL 1990
 CODE 2X914 FACILITY CODE    |0|

     11. THIS ITEM ONLY APPLIES TO AMENDMENT OF SOLICITATIONS

[   ] The above numbered solicitation is amended as set forth in
Item 14.  The hour and date specified for receipt of Offer [   ]
is extended, [  ] is not extended. Offers must acknowledge
receipt of this amendment prior to the hour and date specified in
the solicitation or as amended, by one of the following methods:
(b)  By competing items 8 and 15, and returning ___ copies of the
amendment; (b) By acknowledging receipt of this amendment on each
copy of the offer submitted; or (c) By separate Letter or
telegram which includes a reference to the solicitation and
amendment numbers.  FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED
AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE
HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR
OFFER.  If by virtue of this amendment you desire to change and
offer already submitted, such change may be made by telegram or
Letter, provided each telegram or letter makes reference to the
solicitation and this amendment, and is received prior to the
opening hour and date specified.

12.  ACCOUNTING AND APPROPRIATION DATA
     SEE ATTACHED FINANCIAL ACCOUNTING DATA SHEETS
-----------------------------------------------------------------
14.  THIS ITEM APPLIES ONLY TO MODIFICATIONS OF
    CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS
    DESCRIBED IN ITEM 14.
-----------------------------------------------------------------
     | A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify
     |    authority) THE CHANGES
     |    SET FORTH IN ITEM 14 ARE MADE IN THE
     |    CONTRACT ORDER NO.  IN ITEM 10A.
-----------------------------------------------------------------
     | B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO
     |    REFLECT THE ADMINISTRATIVE
     |    CHANGES (such as changes in paying  office,
     |    appropriation date, etc.) SET FORTH
     |    IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43,103(b).
-----------------------------------------------------------------
     | C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO
     |    AUTHORITY OF:
     |
-----------------------------------------------------------------
     | D. OTHER (Specify type of modification and authority)
 x   |    UNILATERAL MODIFICATION PER SECTION H, ALLOTMENT OF
     |    FUNDS CLAUSE PARAGRAPH (b)
-----------------------------------------------------------------
F.   IMPORTANT: Contractor [X] is not, [  ] is required to sign
  this document and return __ copies to the issuing office.

-----------------------------------------------------------------
15.  DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF
  section headings, including solicitation/contract subject matter
  where feasible.)


                          SEE ATTACHED
                       C-8013.1/TAR 38206

Except as provided herein, all terms and conditions of the
document referenced in item 9A or 10A, as heretofore changed,
remains unchanged and in full force and effect.
-----------------------------------------------------------------
15A.  NAME AND TITLE OF SIGNER (Type or print)
JAMES E. ERTEL
CONTRACTS ADMINISTRATOR

16A.  NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
          ANN VAN HOUTEN
          CONTRACTING OFFICER
-----------------------------------------------------------------
15B.  CONTRACTOR/OFFEROR                    15C.  DATE SIGNED

JAMES E. ERTEL                                      4/29/98
Signature of person authorized to sign

16B.  UNITED STATES OF AMERICA       |        16C.  DATE SIGNED
      By /s/ANN VAN HOUTEN                            4/30/98
-----------------------------------------------------------------
(Signature of Contracting officer)   |             30 APRIL 98
-----------------------------------------------------------------
PREVIOUS EDITION UNUSABLE          30-105
STANDARD FORM 30 (REV. 10-83)
Prescribed by GSA
<PAGE>

This purpose of this modification is to fully fund Item 0001AN,
in the amount of $149,992.  As a result of this modification the
total amount funded to date is increased by $149,992 from
$7,213,686 TO $7,363,678.  As a result of this modification, the
total estimated value of this contract remains unchanged at
$55,612,666 ($52,541,136 estimated cost and $3,071,530 fixed
fee).  Accordingly, Contract N00024-97-C-6431 is hereby modified
as follows:

2.   Under Section B, SUPPLIES OR SERVICES and PRICES/COSTS,
   replace Item 0001 with the following ceilings:

ITEM   EST. COST    FIXED FEE    TOTAL CPFF   MAN HOURS  TYPE
0001   $ 2,956,229  $   172,182  $ 3,128,411     76,119  
0001AA $    50,084  $     2,920  $    53,004      1,548  RDT&E 97
0001AB $         0  $         0  $         0          0  FMS
0001AC $         0  $         0  $         0          0  O&,MN 97
0001AD $   579,240  $    33,770  $   613,010     16,913  OPN 97
0001AE $   333,878  $    19,519  $   353,397      9,749  SCN 97
0001AF $         0  $         0  $         0          0  WPN 97
0001AG $    30,057  $     1,743  $    31,800        929  MISC
0001AH $ 1,795,294  $   104,661  $ 1,899,955     55,476  O&MN 98
0001AJ $   884,318  $    51,544  $   935,862     27,326  RDT&E 98-ETS
0001AK $   112,070  $     6,532  $   118,602      3,463  SCN 93
0001AL $ 1,795,476  $   104,661  $ 1,900,137     55,481  SCN 96
0001AM $   278,683  $    16,247  $   294,930      8,612  RDT&E 98
0001AN $   623,634  $    36,358  $   659,992     19,270  OPN 98
0001AP $    12,254  $       714  $    12,968        379  SCN 91
0001AR $   463,594  $    27,027  $   490,621     14,325  SCN 94
TOTAL  $ 9,914,811  $   577,878  $10,492,689    289,590  

2. Under Section C, SPECIFICATION OR STATEMENT OF WORK, add the
following for Item 0001AN:

Item 0001AN-The Contractor shall perform all services required
under Technical Instruction 38206.

Items 0001AJ-0001AR-The Contractor shall perform all work
required under Technical Instructions 38004,
38008,38009,38010,38011,38013,37385,38093,37387,38094,38103,37353
,38140,38175,38154,38184,38162, and 38206.

3. Under section F, DELIVERIES OR PERIOD OF PERFORMANCE, add the
following for Item 0001AN:

Items 0001AH-The Contractor shall provide the required services
for this item from the date of this modification through 30
September 1998.

Items 0001AG and 0001AJ-0001AR- The Contractor shall provide the
required services for this item from the date of this
modification through 30 September 1998.

4. In accordance with the LIMITATION OF COST clauses, as listed
in the attached financial account data sheets, funding in the
amount of $149,992 is hereby added as follows:

ITEM       EST. COST  FIXED FEE  TOTAL CPFF  MAN HOURS   TYPE
0001AN     $141,729   $ 8,623    $149,992    4,379       OPN FY98

5. Under Section H, SPECIAL CONTRACT CLAUSES, ALLOTMENT OF FUNDS
CLAUSE, add Item 0001AN to paragraph c.

6. Under Section I, OPTION TO EXTEND THE CONTRACT,modify Item
0003 to read as follows:

     Option Item 0003 may be exercised any time on or before 30
May 1998.

7. As a result of this modification the total amount funded to
date is increased by $149,992 from $7,213,686 to $7,363,678.  As
a result of this modification, the total estimated value of this
contract remains unchanged at $10,492,689 ($9,914,811 estimated
cost and $557,878 fixed fee).

8. Except as provided herein, all other terms and conditions
remain unchanged.

</TABLE>
<TABLE>
<S>                     <C>                  <C>
-----------------------------------------------------------------

             FINANCIAL ACCOUNTING DATA SHEET - NAVY
-----------------------------------------------------------------

1. CONTRACT NUMBER          2. SPIN          3. MOD (CRITICAL)
    (CRITICAL)

  N00024-97-C-6431                                 P00016
-----------------------------------------------------------------
5.          6.  LINE OF ACCOUNTING

CLIN/SLIN       A. ACRN    B. APPROPRI-   C. SUBHEAD      D. OBJ
                CRITICAL      ATION          (CRITICAL)      CLA
                             (CRITICAL)
-----------------------------------------------------------------
0001AN              BT        1781810        12LU           252


                  FINANCIAL ACCOUNTING DATA SHEET -- Continued
-----------------------------------------------------------------
4. PR NUMBER                                 PAGE 1 OF 1
    N0002498FR54627
    (TAR 38206)
-----------------------------------------------------------------
F.       F.     G.    H.        I.      J.       K.
PARM   RFM    SA    AAA       TT      PAA      COST CODE
                    (CRITICAL)                 PROJ          PDLI
                                               UNIT   MCC   & SUF
XN____SDF_____0____068342_____2D_____000000____LU062__000___0010_

-----------------------------------------------------------------
8.   AMOUNT (CRITICAL)             NAVY INTERNAL USE ONLY
                                   REF COD/ACRN

               $149,992.00         N0002498PDD0417


PAGE TOTAL     $149,992.00

GRAND TOTAL    $149,992.00

-----------------------------------------------------------------

PREPARED/AUTHORIZED BY:

/S/ CLIVE A. HARDING
    BFM, SEA 91WF


DATE:     3/23/98


COMPTROLLER APPROVAL:


SIGNATURE     /S/.H. L. LANCASTER
              BY DIRECTION OF
              CAPT. V.H. ACKLEY
              DEPUTY COMMANDER/COMPTROLLER

DATE:

APRIL 21 98
-----------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S>                                                   <C>
-----------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
1. CONTRACT ID CODE                    PAGE OF PAGES
         U                               1       3
-----------------------------------------------------------------
2.   AMENDMENT/MODIFICATION NO.           3. EFFECTIVE DATE
         P00017                              SEE BLK 16C.

4. REQUISITION/PURCHASE REQ. NO.            5. PROJECT NO.
      N00024-98-FR-54623                       8-03KF-54623
-----------------------------------------------------------------
6. ISSUED BY CODE N00024 7. ADMINISTERED BY(If other than Item 6)
                                                   CODE  S2401A

NAVAL SEA SYSTEMS COMMAND                   DCMC SYRACUSE-BUFFALO
2531 JEFFERSON DAVIS HIGHWAY                1103 FEDERAL BUILDING
ARLINGTON VA 22242-5160                     111 W. HURON STREET
BUYER/SYMBOL: L. COOPER/0251                BUFFALO, NY 14202
PHONE: Area Code 703/602-8105, EXT. 516
-----------------------------------------------------------------
10.  NAME AND ADDRESS OF CONTRACTOR (No., street, county, State
  and
   ZIP Code)
                                |(X)|9A. AMENDMENT OF
                                |   |    SOLICITATION NO.
                                |   |---------------------------
CEC NO: 077799799               |   |9B.  DATED (SEE ITEM 11)
                                |   |
COMPTEK FEDERAL SYSTEMS, INC.   |   |---------------------------
2732 TRANSIT ROAD               |   |10A. MODIFICATION OF
BUFFALO, NY 14224-2523          |   |     CONTRACT/ORDER NO.
                                |   |     N00024-97-C-6431
                                |   |---------------------------
TIN NO: 16-1411419              |   |10B.  DATED (SEE ITEM 13)
--------------------------------|   |        30 APRIL 1990
 CODE 2X914 FACILITY CODE    |0|

     11. THIS ITEM ONLY APPLIES TO AMENDMENT OF SOLICITATIONS

[   ] The above numbered solicitation is amended as set forth in
Item 14.  The hour and date specified for receipt of Offer [   ]
is extended, [  ] is not extended. Offers must acknowledge
receipt of this amendment prior to the hour and date specified in
the solicitation or as amended, by one of the following methods:
(c)  By competing items 8 and 15, and returning ___ copies of the
amendment; (b) By acknowledging receipt of this amendment on each
copy of the offer submitted; or (c) By separate Letter or
telegram which includes a reference to the solicitation and
amendment numbers.  FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED
AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE
HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR
OFFER.  If by virtue of this amendment you desire to change and
offer already submitted, such change may be made by telegram or
Letter, provided each telegram or letter makes reference to the
solicitation and this amendment, and is received prior to the
opening hour and date specified.

12.  ACCOUNTING AND APPROPRIATION DATA
     SEE ATTACHED FINANCIAL ACCOUNTING DATA SHEETS
-----------------------------------------------------------------
15.  THIS ITEM APPLIES ONLY TO MODIFICATIONS OF
    CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS
    DESCRIBED IN ITEM 14.
-----------------------------------------------------------------
     | A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify
     |    authority) THE CHANGES
     |    SET FORTH IN ITEM 14 ARE MADE IN THE
     |    CONTRACT ORDER NO.  IN ITEM 10A.
-----------------------------------------------------------------
     | B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO
     |    REFLECT THE ADMINISTRATIVE
     |    CHANGES (such as changes in paying office,
     |    appropriation date, etc.) SET FORTH
     |    IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43,103(b).
-----------------------------------------------------------------
     | C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO
     |    AUTHORITY OF:
     |
-----------------------------------------------------------------
     | D. OTHER (Specify type of modification and authority)
 x   |    UNILATERAL MODIFICATION PER SECTION H, ALLOTMENT OF
     |    FUNDS CLAUSE PARAGRAPH (b)
-----------------------------------------------------------------
G.   IMPORTANT: Contractor [X] is not, [  ] is required to sign
  this document and return __ copies to the issuing office.

-----------------------------------------------------------------
16.  DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF
  section headings, including solicitation/contract subject matter
  where feasible.)


                          SEE ATTACHED
                      C-7015.2/TAR 37353(A)

Except as provided herein, all terms and conditions of the
document referenced in item 9A or 10A, as heretofore changed,
remains unchanged and in full force and effect.
-----------------------------------------------------------------
15A.  NAME AND TITLE OF SIGNER (Type or print)
CONTRACTS ADMINISTRATOR

16A.  NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
          ANN VAN HOUTEN
          CONTRACTING OFFICER
-----------------------------------------------------------------
15B.  CONTRACTOR/OFFEROR                    15C.  DATE SIGNED


Signature of person authorized to sign

16B.  UNITED STATES OF AMERICA       |        16C.  DATE SIGNED
      By /s/ANN VAN HOUTEN                            4/30/98
-----------------------------------------------------------------
(Signature of Contracting officer)   |
-----------------------------------------------------------------
PREVIOUS EDITION UNUSABLE          30-105
STANDARD FORM 30 (REV. 10-83)
Prescribed by GSA
<PAGE>

This purpose of this modification is to decreased Item 0001AN, in
the amount of $-100,000.  As a result of this modification the
total amount funded to date is decreased by $-100,000 from
$7,363,678 to $7,263,678.  As a result of this modification the
total estimated value of this contract remains unchanged at
$10,492,689($9,914,811 estimated cost and $557,878 fixed fee).
Accordingly, Contract N00024-97-C-6431 is hereby modified as
follows:

3.   Under Section B, SUPPLIES OR SERVICES and PRICES/COSTS,
   replace Item 0001 with the following ceilings:

ITEM   EST. COST    FIXED FEE    TOTAL CPFF   MAN HOURS  TYPE
0001   $ 3,050,720  $   177,691  $ 3,228,411     78,949  
0001AA $    50,084  $     2,920  $    53,004      1,548  RDT&E 97
0001AB $         0  $         0  $         0          0  FMS
0001AC $         0  $         0  $         0          0  O&,MN 97
0001AD $   579,240  $    33,770  $   613,010     16,913  OPN 97
0001AE $   333,878  $    19,519  $   353,397      9,749  SCN 97
0001AF $         0  $         0  $         0          0  WPN 97
0001AG $    30,057  $     1,743  $    31,800        929  MISC
0001AH $ 1,795,294  $   104,661  $ 1,899,955     55,476  O&MN 98
0001AJ $   884,318  $    51,544  $   935,862     27,326  RDT&E 98-ETS
0001AK $   112,070  $     6,532  $   118,602      3,463  SCN 93
0001AL $ 1,795,476  $   104,661  $ 1,900,137     55,481  SCN 96
0001AM $   278,683  $    16,247  $   294,930      8,612  RDT&E 98
0001AN $   529,143  $    30,849  $   559,992     16,351  OPN 98
0001AP $    12,254  $       714  $    12,968        379  SCN 91
0001AR $   463,594  $    27,027  $   490,621     14,325  SCN 94
TOTAL  $ 9,914,811  $   577,878  $10,492,689    289,590  

2. Under Section C, SPECIFICATION OR STATEMENT OF WORK, add the
following for Item 0001AN:

Item 0001AN-The Contractor shall perform all services required
under Technical Instruction 37353.

Items 0001AJ-0001AR-The Contractor shall perform all work
required under Technical Instructions 38004,
38008,38009,38010,38011,38013,37385,38093,37387,38094,38103,37353
,38140,38175,38154,38184,38162, and 38206.

3. Under section F, DELIVERIES OR PERIOD OF PERFORMANCE, add the
following for Item 0001AN:

Items 0001AH-The Contractor shall provide the required services
for this item from the date of this modification through 30
September 1998.

Items 0001AG and 0001AJ-0001AR- The Contractor shall provide the
required services for this item from the date of this
modification through 30 September 1998.

4. In accordance with the LIMITATION OF COST clauses, as listed
in the attached financial account data sheets, funding in the
amount of $-100,000 is hereby added as follows:

ITEM       EST. COST  FIXED FEE  TOTAL CPFF  MAN HOURS   TYPE
0001AN     $-94,491   $-5,509    $-100,000   -2,919      OPN FY98

5. Under Section H, SPECIAL CONTRACT CLAUSES, ALLOTMENT OF FUNDS
CLAUSE, add Item 0001AN to paragraph c.

7. As a result of this modification the total amount funded to
date is decreased by $-100,000 from $7,363,678 to $7,263,678.  As
a result of this modification, the total estimated value of this
contract remains unchanged at $10,492,689 ($9,914,811 estimated
cost and $557,878 fixed fee).

8. Except as provided herein, all other terms and conditions
remain unchanged.

</TABLE>
<TABLE>
<S>                     <C>                  <C>
-----------------------------------------------------------------

             FINANCIAL ACCOUNTING DATA SHEET - NAVY
-----------------------------------------------------------------

1. CONTRACT NUMBER          2. SPIN          3. MOD (CRITICAL)
    (CRITICAL)

  N00024-97-C-6431                                 P00017
-----------------------------------------------------------------
5.          6.  LINE OF ACCOUNTING

CLIN/SLIN       A. ACRN    B. APPROPRI-   C. SUBHEAD      D. OBJ
                CRITICAL      ATION          (CRITICAL)      CLA
                             (CRITICAL)
-----------------------------------------------------------------
0001AN              BE        1781810        52NG           252


                  FINANCIAL ACCOUNTING DATA SHEET -- Continued
-----------------------------------------------------------------
4. PR NUMBER                                 PAGE 1 OF 1
    N0002487FR54623
    (TAR 37353)
-----------------------------------------------------------------
G.       F.     G.    H.        I.      J.       K.
PARM   RFM    SA    AAA       TT      PAA      COST CODE
                    (CRITICAL)                 PROJ          PDLI
                                               UNIT   MCC   & SUF
YX____E21_____0____068342_____2D_____000000____NG777__000___0010_

-----------------------------------------------------------------
9.   AMOUNT (CRITICAL)             NAVY INTERNAL USE ONLY
                                   REF COD/ACRN

               $100,000.00         N0003998PDE8003


PAGE TOTAL     $100,000.00

GRAND TOTAL    $100,000.00

-----------------------------------------------------------------

PREPARED/AUTHORIZED BY:

/S/ MARVIN C. ANTHONY


DATE:     3/16/98


COMPTROLLER APPROVAL:


SIGNATURE     /S/E. G. LIGGENS
              BY DIRECTION OF
              CAPT. V.H. ACKLEY
              DEPUTY COMMANDER/COMPTROLLER

DATE:

APRIL 08 98
-----------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S>                                                   <C>
-----------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
1. CONTRACT ID CODE                    PAGE OF PAGES
         U                               1       3
-----------------------------------------------------------------
2.   AMENDMENT/MODIFICATION NO.           3. EFFECTIVE DATE
         P00018                                 SEE BLK 16C.

4. REQUISITION/PURCHASE REQ. NO.            5. PROJECT NO.
      N00024-98-FR-54641                       8-03KF-54641
-----------------------------------------------------------------
6. ISSUED BY CODE N00024 7. ADMINISTERED BY(If other than Item 6)
                                                   CODE  S3305A

NAVAL SEA SYSTEMS COMMAND                   DCMC SYRACUSE BUFFALO
2531 JEFFERSON DAVIS HIGHWAY                1103 FEDERAL BUILDING
ARLINGTON VA 22242-5160                     111 W. HURON STREET
BUYER/SYMBOL: L COOPER/0251                 BUFFALO, NY 14202
PHONE: Area Code 703/602-8105, EXT. 516
-----------------------------------------------------------------
11.  NAME AND ADDRESS OF CONTRACTOR (No., street, county, State
  and
   ZIP Code)
                                |(X)|9A. AMENDMENT OF
                                |   |    SOLICITATION NO.
                                |   |---------------------------
CEC NO: 789995610               |   |9B.  DATED (SEE ITEM 11)
                                |   |
COMPTEK FEDERAL SYSTEMS, INC.   |   |---------------------------
2732 TRANSIT ROAD               |   |10A. MODIFICATION OF
BUFFALO, NY 14224-2523          |   |     CONTRACT/ORDER NO.
                                |   |     N00024-97-C-6431
                                |   |---------------------------
TIN NO: 16-1411419              |   |10B.  DATED (SEE ITEM 13)
--------------------------------|   |        30 APRIL 90
 CODE OTTJ6 |  FACILITY CODE    |   |

     11. THIS ITEM ONLY APPLIES TO AMENDMENT OF SOLICITATIONS

[   ] The above numbered solicitation is amended as set forth in
Item 14.  The hour and date specified for receipt of Offer [   ]
is extended, [  ] is not extended. Offers must acknowledge
receipt of this amendment prior to the hour and date specified in
the solicitation or as amended, by one of the following methods:
(d)  By competing items 8 and 15, and returning ___ copies of the
amendment; (b) By acknowledging receipt of this amendment on each
copy of the offer submitted; or (c) By separate Letter or
telegram which includes a reference to the solicitation and
amendment numbers.  FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED
AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE
HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR
OFFER.  If by virtue of this amendment you desire to change and
offer already submitted, such change may be made by telegram or
Letter, provided each telegram or letter makes reference to the
solicitation and this amendment, and is received prior to the
opening hour and date specified.

12.  ACCOUNTING AND APPROPRIATION DATA
     SEE ATTACHED FINANCIAL ACCOUNTING DATA SHEETS
-----------------------------------------------------------------
16.  THIS ITEM APPLIES ONLY TO MODIFICATIONS OF
    CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS
    DESCRIBED IN ITEM 14.
-----------------------------------------------------------------
     | A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify
     |    authority) THE CHANGES
     |    SET FORTH IN ITEM 14 ARE MADE IN THE
     |    CONTRACT ORDER NO.  IN ITEM 10A.
-----------------------------------------------------------------
     | B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO
     |    REFLECT THE ADMINISTRATIVE
     |    CHANGES (such as changes in paying  office,
     |    appropriation date, etc.) SET FORTH
     |    IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43,103(b).
-----------------------------------------------------------------
     | C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO
     |    AUTHORITY OF:
     |
-----------------------------------------------------------------
     | D. OTHER (Specify type of modification and authority)
 x   |    UNILATERAL MODIFICATION PER SECTION H, ALLOTMENT OF
     |    FUNDS CLAUSE PARAGRAPH (b)
-----------------------------------------------------------------
H.   IMPORTANT: Contractor [ ] is not, [ X ] is required to sign
  this document and return __ copies to the issuing office.

-----------------------------------------------------------------
17.  DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF
  section headings, including solicitation/contract subject matter
  where feasible.)


                          SEE ATTACHED PAGES

                        TAR 38223-C-8001

Except as provided herein, all terms and conditions of the
document referenced in item 9A or 10A, as heretofore changed,
remains unchanged and in full force and effect.
-----------------------------------------------------------------
15A.  NAME AND TITLE OF SIGNER (Type or print)
JAMES E. ERTEL
CONTRACTS ADMINISTRATOR


16A.  NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
          ANN VAN HOUTEN
          CONTRACTING OFFICER
-----------------------------------------------------------------
15B.  CONTRACTOR/OFFEROR                    15C.  DATE SIGNED
JAMES ERTEL                                  20 MAY 98

Signature of person authorized to sign

16B.  UNITED STATES OF AMERICA       |        16C.  DATE SIGNED
      By /s/ANN VAN HOUTON                        29 MAY 98
-----------------------------------------------------------------
(Signature of Contracting officer)   |
-----------------------------------------------------------------
PREVIOUS EDITION UNUSABLE          30-105
STANDARD FORM 30 (REV. 10-83)
Prescribed by GSA
<PAGE>



</TABLE>
<TABLE>
<S>
The purpose of this modification is to exercise option year 1,
fully fund Item 0003AA and to move all remaining ceiling from the
base period to item 0003.  As a result of this modification the
amount funded to date is increased by $150,000 from $7,263,678 to
$7,413,678.  As a result of this modification, the total
estimated value of this contract is increased by $10,502,814 from
$10,492,689 to $20,995,503.  The contract is hereby modified
accordingly:

1.   In accordance with Section 1, FAR 42-217-9 OPTION TO EXTEND
  THE TERM OF THE CONTRACT, Item 0003 is hereby exercised in full.

2.   Under Section B, SUPPLIES OR SERVICES AND COST OR PRICES,
  transfer the following ceiling.


ITEM         EXT COST     FIXED FEE    TOTAL CPFF    MAN-HOURS
FROM 0001    $3,050,720   $177,691     $3,228,411     78,949
DECREASED    -3,050,720   -177,691     -3,228,411    -78,949
TO                    0          0              0          0
                                                     
FROM 0003    $10,193,991  $594,991     $10,788,982   289,500
INCREASED     +2,779,984  +162,259      +2,942,243   +78,949
TO           $12,973,975  $757,250     $13,731,225   368,449

As a result of this modification $286,168 is permanently lost
from the ceiling.

3.   Under Section B, SUPPLIES OR SERVICES and PRICES/COSTS,
  replace Items 0001 and 0003 with the following ceilings:

ITEM    $ EST. COST      FIXED FEE     TOTAL CPFF  MAN HOURS   TYPE
0001    $         0   $          0   $          0            0 
0001AA  $    50,084   $      2,920   $     53,004        1,548 RDT&E 97
0001AB  $         0   $          0   $          0            0 FMS
0001AC  $         0   $          0   $          0            0 O&MN 97
0001AD  $   579,240   $     33,770   $    613,010       16,913 OPN 97
0001AE  $   333,878   $     19,519   $    353,397        9,749 SCN 97
0001AF  $         0   $          0   $          0            0 WPN 97
0001AG  $   $30,057   $      1,743   $     31,800          929 MISC
0001AH  $ 1,795,294   $    104,661   $  1,899,955       55,476 O&MN 98
0001AJ  $   884,318   $     51,544   $    935,862       27,326 RDT&E 98-ETS
0001AK  $  $112,070   $      6,532   $    118,602        3,463 SCN 93
0001AL  $ 1,795,476   $    104,661   $  1,900,137       55,481 SCN 96
0001AM  $   278,683   $     16,247   $    294,930        8,612 RDT&E 98
0001AN  $   529,143   $     30,849   $    559,992       16,351 OPN 98
0001AP  $    12,254   $        714   $     12,968          379 SCN 91
0001AR  $   463,594   $     27,027   $    490,621       14,325 SCN 94
 TOTAL  $ 6,864,091   $    400,187   $  7,264,278      210,552              
                                                                 

ITEM      EST. COST      FIXED FEE TOTAL CPFF      MAN HOURS   TYPE
0003    $  12,832,238 $    748,987 $   13,581,225      364,424 
0003AA  $     141,737 $      8,263 $      150,000        4,025 RDT&E 98
0003AB  $           0 $          0 $            0            0 FMS
0003AC  $           0 $          0 $            0            0 O&MN 98
0003AD  $           0 $          0 $            0            0 OPN 98
0003AE  $           0 $          0 $            0            0 SCN
0003AF  $           0 $          0 $            0            0 WPN
0003AG  $           0 $          0 $            0            0 MISC
TOTAL   $  12,973,975 $    757,250 $13,731,225.00      368,449 

4.   Under Section C, SPECIFICATION OR STATEMENT OF WORK, add the
  following for Item 0003AA:

Item 0003AA-The Contractor shall perform all services required
under Technical Instruction 38223.

5.   Under Section F, DELIVERIES OR PERIOD OF PERFORMANCE, add
  the following for Item 0003AA:

Item 0003AA-The Contractor shall provide the required services
for this item from the date of this modification through 30
December 1998.

6.   In accordance with the LIMITATION OF COST clauses, as listed
  in the attached financial account data sheets, funding in the
  amount of $150,000 is hereby added as follows:

ITEM    EST. COST  FIXED FEE  TOTAL CPFF  MAN HOURS   TYPE
0003AA   $141,737     $8,263   $150,000     4,025     RDT&E FY 98

7.   Under Section H, SPECIAL CONTRACT CLAUSES, ALLOTMENT OF
  FUNDS CLAUSE, add Item 0003AA to paragraph C.

8.   As a result of this modification the total amount funded to
  date is increased by $150,000 from $7,263,678 to $7,413,678.  As
  a result of this modification, the total estimated value of this
  contract is increased by $10,502,814 from $10,492,689 to
  $20,995,503.

9.   The FR number on P00004 should read N00024-98-FR-54665.

10.  Except as provided herein, all other terms and conditions
remain unchanged.
     <C>                 <C>
-----------------------------------------------------------------

             FINANCIAL ACCOUNTING DATA SHEET - NAVY
-----------------------------------------------------------------

1. CONTRACT NUMBER          2. SPIN          3. MOD (CRITICAL)
    (CRITICAL)

  N0002497C6431                               P00018
-----------------------------------------------------------------
5.          6.  LINE OF ACCOUNTING

CLIN/SLIN       A. ACRN    B. APPROPRI-   C. SUBHEAD      D. OBJ
                CRITICAL      ATION          (CRITICAL)      CLA
                             (CRITICAL)
-----------------------------------------------------------------
0003AA            BU          1781319        8501           252
<S>                                 <C>
0003AA            BV          1781319        8501           252

                  FINANCIAL ACCOUNTING DATA SHEET -- Continued
-----------------------------------------------------------------
4. PR NUMBER                                 PAGE 1 OF 1
    TAR38223
    N0002498FR54641
-----------------------------------------------------------------
H.       F.     G.    H.        I.      J.       K.
PARM   RFM    SA    AAA       TT    PAA      COST CODE    PDLI
                 (CRITICAL)            PROJ UNIT  MCC   & SUF
SA     S91    0  068342     2D   980360    S2432   000    0010
SA     S91    0  068342     2D   980360    S2434   000    0010
-----------------------------------------------------------------
10.  AMOUNT (CRITICAL)             NAVY INTERNAL USE ONLY
                                   REF COD/ACRN

   $75,000.00                      N0002498AF18501
   $75,000.00                      N0002498AF18501

PAGE TOTAL     $150,000.00

GRAND TOTAL    $150,000.00

-----------------------------------------------------------------

PREPARED/AUTHORIZED BY:

/S/ANN A. HARDY
CLIVE A. HARDING, BFM, SEA 91WF

DATE:     APRIL 17, 1998


COMPTROLLER APPROVAL:


SIGNATURE     /S/M.S. NEWMAN 703-602-2808
              BY DIRECTION OF
              CAPT. V.H. ACKLEY
              DEPUTY COMMANDER/COMPTROLLER

DATE:

MAY 15, 1998
-----------------------------------------------------------
</TABLE>


Exhibit 11
<TABLE>
<CAPTION>
                                                             
COMPTEK RESEARCH, INC. AND
       SUBSIDIARIES
 RECONCILIATION OF BASIC
     AND DILUTED EPS
       COMPUTATIONS
                                                          
  Years Ended March 31,
   1998, 1997 and 1996
(In thousands, except per
      share amounts)
<S>                             <C>         <C>          <C>
                                For the Year Ended March 31,
                                 1998        1997      1996
                                                             
Basic EPS                                                    
   Net income (Numerator)       $2,695      $2,173   $(8,552)
   Shares Outstanding            5,184       5,207      4,508
(Denominator)
   Net income per share -        $0.52       $0.42    $(1.90)
Basic
                                                             
                                                             
Diluted EPS                                                  
   Net income (Numerator)       $2,695      $2,173   $(8,552)
   Shares Outstanding            5,184       5,207      4,508
   Dilutive effect of                                        
stock options after
      Application of               132          29          -
treasury stock method
   Shares Outstanding            5,316       5,236      4,508
(Denominator)
   Net income per share -                                    
Diluted                          $0.51       $0.42    $(1.90)
                                
</TABLE>
<PAGE 363>
                                
<TABLE>
                                
                      LIST OF SUBSIDIARIES
                           __________
                                
                          Place of                  
Ownership Percentage  Incorporation or      Subsidiary Doing
                        Organization           Business As
<S>                   <C>               <C>
                                        
        100%              New York      Comptek Federal Systems,
                                        Inc.
        100%              New York      Comptek Research
                                        International Corp.
        100%           Virgin Islands   Comptek Research, Ltd.
                           (U.S.)
        100%              Maryland      PRB Associates, Inc.
   (as of 5/1/98)
       84.22%              Florida      SimWright, Inc., a
   (as of 5/1/98)                       subsidiary of PRB
                                        Associates, Inc.
        80%                Florida      DeVoe and Matthews,
   (as of 5/1/98)                       L.C., a subsidiary of
                                        PRB Associates, Inc.
                            </TABLE>
                           <PAGE 364>
                                
                                
                                
                  Independent Auditors' Consent
                                
The Board of Directors
Comptek Research, Inc.:

We consent to the incorporation by reference in the registration
statements (Nos. 33-54170, 33-82536, and 333-11437) on Form S-8
and in the registration statement (Nos. 333-2387) on Form S-3 of
Comptek Research, Inc. of our report dated May 14, 1998, relating
to the consolidated balance sheets of Comptek Research, Inc, and
subsidiaries as of March 31, 1998 and 1997, and the related
consolidated statements of operations, shareholders equity, and
cash flows for each of the years in the three-year period ended
March 31, 1998, and related schedule, which reports appear in the
March 31, 1998 annual report on Form 10-K of Comptek Research,
Inc.


                                     /S/KPMG Peat Marwick, LLP
                                     KPMG Peat Marwick LLP

Buffalo, New York
June 25, 1998
<PAGE 365>