CERTIFICATE OF AMENDMENT
                                TO THE
                      CERTIFICATE OF INCORPORATION
                                  OF
                      NICHOLS RESEARCH CORPORATION


     Nichols  Research Corporation, a corporation  organized  and
existing  under and by virtue of the General Corporation  Law  of
the State of Delaware, does hereby certify as follows:

     FIRST:  That the Board of Directors of said Corporation,  at
a meeting duly held, adopted a resolution proposing and declaring
advisable   the  following  amendment  to  Article  IV   of   the
Certificate of Incorporation of said Corporation:

                           ARTICLE IV

                            Capital
                            -------
          The   aggregate   number  of  shares   which   the
     corporation is authorized to issue is 30,000,000 shares
     of  $.01 par value voting common stock all of the  same
     class and none preferred.

     SECOND:   That  thereafter, pursuant to resolution  of  its
Board  of  Directors, the annual meeting of the stockholders  of
said  Corporation  was  duly called and  held,  upon  notice  in
accordance  with Section 222 of the General Corporation  Law  of
the  State of Delaware at which meeting the necessary number  of
shares  as  required  by  statute were voted  in  favor  of  the
aforesaid amendment.

     THIRD:   That the aforesaid amendment was duly  adopted  in
accordance with the applicable provisions of Section 242 of  the
General Corporation Law of the State of Delaware.

     IN  WITNESS WHEREOF, said Nichols Research Corporation, has
caused  this  Certificate to be signed by Michael J.  Mruz,  Its
Chief  Executive  Officer, attested  by  Patsy  L.  Hattox,  its
Secretary, and its corporate seal hereunto affixed, on this  the
4th day of February, 1998.


                              NICHOLS RESEARCH CORPORATION


                              By:  /s/ Michael J. Mruz
                                   ---------------------------
                                   Its Chief Executive Officer
ATTEST:

/s/ Patsy L. Hattox
- ------------------------
Its Secretary


STATE OF ALABAMA
COUNTY OF MADISON

     I,  the undersigned, a Notary Public in and for said county
and state, do hereby certify that Michael J. Mruz, whose name as
Chief  Executive  Officer  of Nichols  Research  Corporation,  a
Delaware  corporation, is signed to the foregoing, and Patsy  L.
Hattox, whose name as Secretary of Nichols Research Corporation,
a Delaware corporation, is signed to the foregoing, are known to
me,  acknowledged before me on this day, that the  facts  stated
therein are true, and that being informed of the contents of the
foregoing,  they,  as  such officers and  with  full  authority,
executed  the same voluntarily for and as the act  and  deed  of
said Corporation.

     Given under my hand this the 4th day of February, 1998.


                         
                         /s/ Patty R. Baugher
                         -----------------------------
                         Notary Public
                         My commission expires: 8/2/98
                                                --------