WARRANT

THE  SECURITIES  REPRESENTED HEREBY AND THE  SECURITIES  ISSUABLE
UPON  THE  EXERCISE  HEREOF HAVE NOT BEEN  REGISTERED  UNDER  THE
SECURITIES ACT OF 1933 AS AMENDED OR ANY STATE SECURITIES LAW AND
MAY  NOT  BE  TRANSFERRED, SOLD OR OTHERWISE DISPOSED  OF  EXCEPT
PURSUANT  TO  AN  EFFECTIVE REGISTRATION  STATEMENT  OR  A  VALID
EXEMPTION  FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE  STATE
SECURITIES LAWS.


           WARRANT TO PURCHASE SHARES OF COMMON STOCK
          (subject to adjustment hereinafter provided)

                               of

                          HADRON, INC.

This  certifies  that,  for value received,  C.W.Gilluly  or  his
registered assigns ("Holder") is entitled, subject to  the  terms
set  forth  below,  to purchase from Hadron,  Inc.,  a  New  York
corporation (the "Company"), such number of shares of the  Common
Stock,  par  value  $0.02  per share  ("Common  Stock"),  of  the
Company, that are purchasable in connection with the exercise  of
the Warrant, as defined in Section 3 below, upon surrender hereof
at  the  principal office of the Company referred to below,  with
the  Notice  of  Exercise attached hereto as  Attachment  A  duly
executed and simultaneous payment therefor (at the Exercise Price
as  set  forth in Section 2 below) in lawful money of the  United
States  or  otherwise as hereinafter provided.   The  number  and
Exercise  Price  of such shares of Common Stock  are  subject  to
adjustment as provided below.  The term "Warrant" as used  herein
shall  include  the Warrant under this Warrant and  any  warrants
delivered  in  substitution  or  exchange  therefor  as  provided
herein.

     1.    Term  of Warrant.  Subject to the terms and conditions
set  forth herein, the Warrant shall be exercisable, in whole  or
in  part,  for a period of five (5) years commencing on  February
15, 2000 and ending on February 15, 2005.

     2.    Exercise  Price.   The exercise price  at  which  this
Warrant may be exercised shall be seventy-two cents ($0.72)   per
share of Common Stock. (the "Exercise Price").

     3.   Number of Shares; Exercise of Warrant.

          3.1   Exercise  and Number of Shares.  Subject  to  the
provisions  of  this Agreement, the Holder of this Warrant  shall
have  the  right  to purchase from the Company (and  the  Company
shall  issue  and sell to such Holder), in the aggregate,  up  to
four  hundred  thirty thousand (430,000) shares of the  Company's
Common Stock.  This Warrant may be exercised in whole or in  part
in  as  many  exercises as Holder may elect.  The Exercise  Price
shall  be payable by check for good and sufficient United  States
funds.

          3.2    Cashless   Exercise.   Subject  to   the   other
provisions  of  this  Agreement, in  lieu  of  any  cash  payment
required  upon exercise of the Warrant, the Holder may  elect  to
exercise  this  Warrant in full or in part by  surrendering  this
Warrant in the manner specified in Section 3.1 hereof in exchange
for the number of shares of Common Stock equal to the product  of
(i)  the number of shares of Common Stock as to which the Warrant
is  being  exercised  multiplied by  (ii)  a  fraction,  (y)  the
numerator of which is the Fair Market Value of a share of  Common
Stock  on the date of exercise less the Exercise Price,  and  (z)
the  denominator of which is the Fair Market Value of a share  of
Common  Stock on such date of exercise.  Fair Market Value  shall
be equal to the average of the last sale price of Common Stock on
each  of the ten trading days prior to the exercise date of  this
Warrant  on the principal exchange of which the Common Stock  may
at  the time be listed; or, if there shall have been no sales  on
such exchange on any such trading day, the average of the closing
bid and asked prices on such exchange on such trading day; or, if
there  is no such bid and asked price occurred; or, if the Common
Stock  shall  not be so listed, the average of the closing  sales
prices  as  reported by NASDAQ (including its bulletin board)  at
the  end  of  each of the ten trading days prior to the  date  of
exercise of this Warrant in the over-the counter market; provided
that  if  one class of the Common Stock is listed or reported  as
described  in  this sentence but the class of Common  Stock  with
respect  to which Fair Market Value is being measured is  not  so
listed  or  reported, then the Fair Market Value per  share  with
respect  to such unlisted and unreported class shall be identical
to such listed or reported class.

          3.3  Delivery.  The Warrant shall be exercisable by (i)
delivering to the Company the form of notice of exercise attached
hereto as Exhibit A duly completed and signed by the Holder or by
the  duly  appointed  legal  representative  or  duly  authorized
attorney  thereof,  and  (ii) depositing  with  the  Company  the
original of this Warrant, paying the aggregate Exercise Price for
the  number  of shares of Common Stock in respect  of  which  the
Warrant  is being exercised.  Upon each partial exercise  of  the
Warrant,  a new Warrant evidencing the balance of the  shares  of
Common Stock issuable hereunder will be issued to the Holder,  as
soon  as reasonably practicable, on the same terms as the Warrant
partially exercised.  All payments due upon any exercise of  this
Warrant shall be made in cash or by check or by making a Cashless
Exercise.

          3.4  Time of Exercise.  This Warrant shall be deemed to
have been exercised immediately prior to the close of business on
the date of its surrender for exercise and the person entitled to
receive  the  shares of Common Stock issuable upon such  exercise
shall be treated for all purposes as the holder of record of such
shares  as  of  the  close of business on  such  date;  provided,
however, that in the event that the transfer books of the Company
are closed on the date of exercise, the Holder shall be deemed to
have  become  a stockholder of record on the next succeeding  day
that the transfer books are open and until such date, the Company
shall  be  under no duty to cause to be delivered any certificate
for  such  shares.  As promptly as practicable on or  after  such
date  and  in  any  event within ten (10)  days  thereafter,  the
Company  at its expense shall issue and deliver to the person  or
persons   entitled   to  receive  the  same  a   certificate   or
certificates  for  the  number  of  shares  issuable  upon   such
exercise.  In the event that this Warrant is exercised  in  part,
the Company at its expense will execute and deliver a new Warrant
of like tenor exercisable for the number of shares for which this
Warrant may then be exercised.

     4.    Payment of Taxes and Expenses.  The Company shall  pay
all  expenses  in  connection  with,  and  all  taxes  and  other
governmental  charges that may be imposed with  respect  to,  the
issuance  or  delivery  of this Warrant and  the  Warrant  Stock,
unless  any such tax or charge is imposed by law upon the  Holder
or  upon  the  income or gain of Holder in connection  with  this
Warrant,  in which case such tax or charge shall be paid  by  the
Holder.   The Company shall not be required, however, to pay  any
tax  or  other  charge imposed in connection  with  any  transfer
involved in the issuance of any certificate for shares of  Common
Stock in any name other than that of the Holder, and in such case
the  Company shall not be required to issue or deliver any  stock
certificate until such tax or other charge has been  paid  or  it
has  been established to the satisfaction of the Company that  no
such tax or other charge is due.

     5.    No  Fractional Shares.  No fractional shares shall  be
issued  upon  the  exercise of this  Warrant.   In  lieu  of  any
fractional share to which the Holder would otherwise be entitled,
the Company shall make a cash payment equal to the Exercise Price
multiplied by such fraction.

     6.     Replacement  of  Warrant.   On  receipt  of  evidence
reasonably  satisfactory  to  the Company  of  the  loss,  theft,
destruction  or mutilation of this Warrant and, in  the  case  of
loss, theft or destruction, on delivery of an indemnity agreement
reasonably satisfactory in form and substance to the Company  or,
in  the case of mutilation, or surrender and cancellation of this
Warrant, the Company at its expense shall execute and deliver, in
lieu of this Warrant, a new warrant of like tenor and amount.

     7.   Adjustments.

          (a)   Adjustment.  The number of shares of Common Stock
for  which this Warrant is exercisable and the Exercise Price  at
which such shares may be purchased shall be subject to adjustment
from time to time as set forth in this Section 7.

          (b)   Stock  Dividends, Subdivisions and  Combinations.
If at any time the Company shall:

               (i)   pay  or  make  a dividend  on  Common  Stock
payable in additional shares of Common Stock;

               (ii)  subdivide its outstanding shares  of  Common
Stock into a larger number of shares of Common Stock; or

               (iii)     combine its outstanding shares of Common
Stock into a smaller number of shares of Common Stock;

then  (A)  the  number of shares of Common Stock for  which  this
Warrant  is exercisable immediately after the happening  of  such
event  shall be adjusted to equal the number of shares of  Common
Stock  which  a  record holder of the same number  of  shares  of
Common  Stock  immediately prior to the happening of  such  event
would  own or be entitled to receive after the happening of  such
event, and (B) the Exercise Price shall be adjusted to equal  (1)
the  Exercise Price multiplied by the number of shares of  Common
Stock for which this Warrant is exercisable immediately prior  to
the adjustment divided by (2) the number of shares for which this
Warrant is exercisable immediately after such adjustment.

          (c)  Dividends and Distributions.  If the Company shall
distribute  to  all holders of its outstanding shares  of  Common
Stock  evidence  of indebtedness of the Company, cash  (including
cash  dividends  payable out of consolidated earnings  or  earned
surplus) or assets or securities other than additional shares  of
Common  Stock,  including  stock of a  subsidiary  but  excluding
dividends or distributions referred to in Section 7(b) above (any
such  evidences of indebtedness, cash, assets or securities,  the
"assets  or  securities"), then, in each  case,   the  number  of
shares  of Common Stock issuable after such record date to Holder
upon  the  exercise  of  each  Warrant  shall  be  determined  by
multiplying  the number of shares of Common Stock  issuable  upon
the  exercise  of such Warrant immediately prior to  such  record
date  by  a  fraction, the numerator of which shall be  the  fair
market  value per share of Common Stock immediately prior to  the
record  date for such distribution and the denominator  of  which
shall  be  the  fair  market  value per  share  of  Common  Stock
immediately  prior to the record date for such distribution  less
the then fair value (as determined in good faith by the Board) of
the  evidences  of  its indebtedness, cash  or  assets  or  other
distributions so distributed attributable to one share of  Common
Stock.    Such  adjustment  shall  be  made  whenever  any   such
distribution is made, and shall become effective on the  date  of
distribution retroactive to the record date for the determination
of  stockholders  entitled  to receive  such  distribution.   Any
adjustment  required by this Section 7(c) shall be made  whenever
any  such distribution is made, and shall become effective on the
date of such distribution retroactive to the record date for  the
determination   of   stockholders  entitled   to   receive   such
distribution.

     (d)   Reorganization,  Reclassification,  Consolidation   or
Merger.   If  the Company shall (i) effect any reorganization  or
reclassification  of  its capital stock or  (ii)  consolidate  or
merge  with or into, or transfer all or substantially all of  its
properties and assets to, any other person, in either case  in  a
transaction  in connection with which a Holder has not  exercised
this  Warrant, then, upon any exercise of this Warrant subsequent
to  the  consummation thereof, such Holder shall be  entitled  to
receive,  in  lieu  of  the Common Stock issuable  upon  exercise
immediately  prior  to such consummation, the highest  amount  of
stock,  other  securities or property (including cash)  to  which
such  Holder  would have been entitled upon such consummation  if
such Holder had exercised this Warrant immediately prior thereto,
all subject to further adjustments thereafter as provided in this
Section  7.   In  the case of a consolidation,  merger,  sale  or
transfer   which  includes  an  election  as  to  the   kind   of
consideration to be received by the holders, and the transfer  is
not  the  same  for  each share of Common  Stock,  then  for  the
purposes of this Section the kind and amount of securities,  cash
and  other  property receivable upon such consolidation,  merger,
sale  or  transfer shall be deemed to be the kind and  amount  so
receivable per share by a plurality of the holders.

     (e)  All calculations under this Section 7 shall be made  to
the  nearest cent or to the nearest one-hundredth of a share,  as
the case may be.

     8.    No  Rights of Stockholders.  Subject to this  Warrant,
the Holder shall not be entitled to vote, to receive dividends or
subscription  rights, or to be deemed the holder of Common  Stock
or  any  other securities of the Company that may at any time  be
issuable  on  the  exercise hereof for  any  purpose,  nor  shall
anything contained herein be construed to confer upon the Holder,
as  such,  any  of  the rights of a stockholder of  the  Company,
including  without limitation any right to vote for the  election
of  directors  or  upon any matter submitted to stockholders,  to
give  or  withhold consent to any corporate action (whether  upon
any  recapitalization,  issuance of  stock,  reclassification  of
stock,  change of par value or change of stock to no  par  value,
consolidation,  merger,  conveyance, or  otherwise),  to  receive
notices,  or  otherwise,  until  the  Warrant  shall  have   been
exercised as provided herein.

     9.   Transfer of Warrant.

          9.1   Warrant  Register.  The Company will  maintain  a
register  (the  "Warrant  Register")  containing  the  names  and
addresses  of the Holder or Holders.  Any Holder of this  Warrant
or  any  portion thereof may change its address as shown  on  the
Warrant Register by written notice to the Company requesting such
change,  and the Company shall promptly make such change.   Until
this  Warrant  is  transferred on the  Warrant  Register  of  the
Company, the Company may treat the Holder as shown on the Warrant
Register  as the absolute owner of this Warrant for all purposes,
notwithstanding any notice to the contrary.

          9.2  Exchange of Warrant Upon a Transfer.  On surrender
of this Warrant for exchange, properly endorsed on the Assignment
attached hereto and subject to the provisions of this Warrant and
with the limitations on assignments and transfers as contained in
this  Section 9, the Company at its expense shall issue to or  on
the  order of the Holder a new warrant or warrants of like tenor,
in  the  name of the Holder or as the Holder (on payment  by  the
Holder  of  any  applicable transfer taxes) may direct,  for  the
number of shares issuable upon exercise hereof.

     10.  Reservation and Authorization of Common Stock.

           (a)   The Company shall at all times reserve and  keep
available  for  issuance upon the exercise of  this  Warrant  the
maximum  number of its authorized but unissued shares  of  Common
Stock  as  could  then  potentially be  required  to  permit  the
exercise  in  full  of  this and all outstanding  Warrants.   All
shares of Common Stock issuable upon exercise of any Warrant  and
payment  therefor in accordance with the terms  of  such  Warrant
shall be duly and validly issued and fully paid and nonassesable,
and not subject to or privileged with any preemptive rights.

           (b)   Before  taking any action which would  cause  an
adjustment reducing the Exercise Price below the then par  value,
if  any, of the shares of Common Stock issuable upon exercise  of
the  Warrants, the Company shall take any corporate action  which
may  be  necessary  in  order that the Company  may  validly  and
legally issue fully paid and nonassessable shares of such  Common
Stock at such adjusted Exercise Price.

     10.    Notices.   Any  notice,  request,  consent  or  other
communication required to be made hereunder shall  be  deemed  to
have been made: (a) in the case of personal delivery, on the date
of  such  delivery;  (b)  in the case of mailing,  on  the  third
business day following the date of such mailing; and (c)  in  the
case  of  facsimile  transmission, when  confirmed  by  facsimile
machine report to the parties at the following addresses:

          If to Holder: C.W. Gilluly

               415 First Street, S.E.
               Washington, D.C.  20003





          If to Company:

               5904 Richmond Highway
               Suite 300
               Alexandria, Virginia  22303
               Fax: 703/329-9409

     11.   Legend. Neither this Warrant nor the shares of  common
stock issuable upon exercise of this Warrant have been registered
under  the  Securities  Act of 1933, as  amended,  or  under  the
securities  laws  of  any state.  Neither this  Warrant  nor  the
shares  of common stock issued upon exercise of this Warrant  may
be  sold, transferred, pledged or hypothecated in the absence  of
(i)  an effective registration statement for this Warrant or  the
shares, as the case may be, under the Securities Act of 1933,  as
amended,  and  such  registration  or  qualification  as  may  be
necessary  under  the securities laws of any state,  or  (ii)  an
opinion  of  counsel reasonably satisfactory to the Company  that
such  registration or qualification is not required. The  Company
shall  cause a certificate or certificates evidencing all or  any
of  the  shares  of  common stock issued upon  exercise  of  this
Warrant  prior  to  said registration and qualification  of  such
shares to bear the following legend:

          THE  SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT
          BEEN  REGISTERED UNDER THE SECURITIES ACT OF 1933,
          AS  AMENDED, OR UNDER THE SECURITIES LAWS  OF  ANY
          STATE.  THE  SHARES MAY NOT BE SOLD,  TRANSFERRED,
          PLEDGED  OR  HYPOTHECATED IN  THE  ABSENCE  OF  AN
          EFFECTIVE   REGISTRATION   STATEMENT   UNDER   THE
          SECURITIES  ACT  OF  1933, AS  AMENDED,  AND  SUCH
          REGISTRATION OR QUALIFICATION AS MAY BE  NECESSARY
          UNDER  THE  SECURITIES LAWS OF ANY  STATE,  [OR  A
          VALID  EXEMPTION  FROM  REGISTRATION  UNDER   SUCH
          LAWS].


     (c)   Termination of Restrictions.  The legend  requirements
of  Section  11 shall terminate when either (i) the  security  in
question  shall  have  been  effectively  registered  under   the
Securities  Act  and  disposed of pursuant thereto  or  (ii)  the
Company  shall  have  received an opinion of  counsel  reasonably
satisfactory to it that such legend is not required in  order  to
insure compliance with the Securities Act.

     12.    Investment  Covenant.   The  Holder  by  his  or  her
acceptance  hereof covenants that this Warrant is and any  common
stock  issued hereunder will be acquired for investment purposes,
and that the Holder will not distribute the same in violation  of
any state or federal law or regulation.


     13.   Amendments.  The terms and provisions of this  Warrant
may  not be modified or amended, or any provisions hereof waived,
temporarily  or  permanently, except by written  consent  of  the
Company and the Holder.

     14.   Certificate.   Upon  request by  the  Holder  of  this
Warrant,  the  Company shall promptly deliver to  such  holder  a
certificate executed by its President or Chief Financial  Officer
setting  forth the total number of outstanding shares of  capital
stock, convertible debt instruments and options, rights, warrants
or  other  agreements relating to the purchase  of  such  capital
stock   or  convertible  debt  instruments,  together  with   its
calculation  of  the  number of shares  remaining  available  for
issuance upon exercise of this Warrant, and a certificate of  the
accuracy of the statements set forth therein.

     15    Successors and Assigns.  This Warrant and  the  rights
and  duties  of the Holder set forth herein may be  assigned,  in
whole  or in part, by the Holder.  The obligations of the Company
evidenced  by this Warrant shall be binding upon its  successors,
but  neither this Warrant nor any of the rights or duties of  the
Company  set  forth herein shall be assigned by the  Company,  in
whole  or  in  part,  without having first received  the  written
consent of the Holder.

     16.   Governing Law.  This Warrant shall be governed by, and
construed  in  accordance with, the laws of the  Commonwealth  of
Virginia  without  regard to the principles of conflicts  of  law
thereof.

     IN  WITNESS WHEREOF, the Company has caused this Warrant  to
be  executed on its behalf and under its corporate seal as of the
date  first above written by one of its duly authorized  officers
and  its  execution hereof to be attested by another of its  duly
authorized officers.

Date:     February 15, 2000             HADRON, INC.


                         By:  /S/ S. AMBER GORDON
                              _________________________________
                               S. Amber Gordon,
                               Executive Vice President





Attested:

/S/ CARIDAD C. MILLER
________________________
Assistant Secretary




                          ATTACHMENT A

                       NOTICE OF EXERCISE

To:  HADRON, INC. (the "Company")

      The  undersigned hereby irrevocably elects to exercise  the
right of purchase thereunder, ____________ shares of Common Stock
of  the  Company,  as provided for therein, and tenders  herewith
payment  of  the  purchase price in full  in  the  form  of  wire
transfer,   cash   or  a  check  in  the  aggregate   amount   of
$___________.  If  said number of shares shall  not  be  all  the
shares  purchasable  under  the within  Warrant,  a  new  Warrant
Certificate  is to be issued in the name of said undersigned  for
the  balance remaining of the shares purchasable thereunder  less
any fraction of a share paid in cash.

      Please issue a certificate or certificates for such  shares
of  Common  Stock  in  the name of, and  pay  any  cash  for  any
fractional share to:

               Name:______________________________
               By:________________________________
               Signature:___________________________


                           ASSIGNMENT

          (To be executed only upon assignment of Warrant)

       For  value  received,  __________________________,  hereby
sells,  assigns  and transfers unto ________________________  the
within  Warrant,  together  with all right,  title  and  interest
therein,  and  does  hereby irrevocably  constitute  and  appoint
_______________________ attorney, to transfer said Warrant on the
books   of   the  within-named  Company,  with  full   power   of
substitution of the premises.


Dated: ___________________, 20___



____________________________________

By:

________________________________