================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                              ---------------------

                                    FORM 10-Q

                        (X) QUARTERLY REPORT PURSUANT TO
                             SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   For the Quarterly Period Ended May 31, 1999

                                       OR

                        ( ) TRANSITION REPORT PURSUANT TO
                             SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                  For The Transition Period From _____________
                                To _____________
                              ---------------------
                          Nichols Research Corporation
             (Exact name of registrant as specified in its charter)
                         Commission File Number 0-15295
                              ---------------------

                               DELAWARE 63-0713665
                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification no.)

                          4090 Memorial Parkway, South
                         Huntsville, Alabama 35802-1326
                                 (256) 883-1140
    (Address, including zip code and telephone number, of principal offices)
                              ---------------------

                                    NO CHANGE
       (Former name, address and fiscal year if changed since last report)
                              ---------------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.

                                   YES X NO __

  Indicate the number of shares outstanding of each of the issuer's classes of
                 common stock, as of the latest practical date.

                          COMMON STOCK, $.01 PAR VALUE
                  14,237,532 SHARES OUTSTANDING ON May 31, 1999
                              ---------------------
================================================================================



                                    FORM 10-Q

                          NICHOLS RESEARCH CORPORATION

               QUARTERLY REPORT FOR THE PERIOD ENDED MAY 31, 1999

                                      INDEX




                                                                                               Page

Part I.       FINANCIAL INFORMATION

                                                                                       
Item 1.       Financial Statements

              Condensed Consolidated Statements of Income for the Three Months and
              Nine Months Ended May 31, 1999 and May 31, 1998 (Unaudited)...............          1

              Condensed Consolidated Balance Sheets as of May 31, 1999 and August 31,
              1998 (Unaudited)..........................................................        2-3

              Condensed Consolidated Statements of Changes in Stockholders' Equity
              for the Nine Months Ended May 31, 1999 and May 31, 1998 (Unaudited).......          4

              Condensed Consolidated Statements of Cash Flows for the Nine Months
              Ended May 31, 1999 and May 31, 1998 (Unaudited)...........................          5

              Notes to Condensed Consolidated Financial Statements (Unaudited)..........        6-8

Item 2.       Management's Discussion and Analysis of Financial Condition and
              Results of Operations.....................................................       9-20

Item 3.       Quantitative and Qualitative Disclosures About Market Risk................         20


Part II.      OTHER INFORMATION

Item 1.       Legal Proceedings.........................................................         21

Item 6.       Exhibits and Reports on Form 8-K..........................................         22

              Signatures................................................................         23





                                                    FORM 10-Q
                                           NICHOLS RESEARCH CORPORATION

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

                        CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)


                                                               For the Three Months Ended             For the Nine Months Ended
                                                               --------------------------             -------------------------
                                                                May 31,            May 31,           May 31,            May 31,
                                                                 1999                1998              1999              1998
                                                                                   Restated                            Restated
                                                         ---------------------------------------------------------------------------
                                                                        (amounts in thousands except per share data)
                                                                                                         
Revenues............................................     $       127,075        $    118,478       $    327,040      $    299,527

Costs and expenses:
     Direct and allocable costs.....................             106,303             100,230            272,626           251,150
     General and administrative expenses............              11,585               9,463             31,827            25,771
     Amortization of intangibles....................               1,111               1,252              3,173             3,540
     Special charges (1) and (2)....................                 __                2,000              4,297             2,000
                                                         ---------------------------------------------------------------------------
         Total costs and expenses...................     $       118,999        $    112,945       $    311,923      $    282,461
                                                         ---------------------------------------------------------------------------

Operating profit....................................               8,076               5,533             15,117            17,066

Other income (expense):
     Interest expense...............................                (304)                (93)              (525)             (286)
     Other income, principally interest.............                 102                 170                396               766
     Equity in earnings of unconsolidated
         affiliates.................................                 142                  61                384               351
     Minority interest in consolidated subsidiaries.                (148)               (183)              (146)             (677)
                                                         ---------------------------------------------------------------------------
Income before income taxes..........................               7,868               5,488             15,226            17,220
Income taxes........................................               3,190               2,117              5,938             6,638
                                                         ---------------------------------------------------------------------------
Net income..........................................     $         4,678        $      3,371       $      9,288      $     10,582
                                                         ===========================================================================

Earnings per common share...........................     $          .33         $       .25        $       .67       $        .78
                                                         ===========================================================================

Earnings per common share assuming dilution.........     $          .33         $       .24        $       .65       $        .75
                                                         ===========================================================================

Weighted average common shares......................         14,015,333          13,649,522         13,929,442         13,558,343
                                                         ===========================================================================

Weighted average common shares and
     common equivalent shares.......................         14,269,333          14,181,465         14,238,106         14,080,735
                                                         ===========================================================================


                                    FORM 10-Q
                          NICHOLS RESEARCH CORPORATION


                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                              (UNAUDITED) CONTINUED


NOTE: The  Company  has not  declared  or paid  dividends  in any of the periods
      presented. All prior periods have been restated to reflect the acquisition
      of   Welkin  Associates,  Ltd.,  which  was accounted for  as a pooling of
      interests.

(1) For the nine months ended May 31, 1998,  the special  charges of  $2,000,000
relates to the acquisition of Mnemonic Systems, Inc. by the Company on April 15,
1998.

(2) For the nine months ended May 31, 1999,  the special  charges of  $4,297,000
relates to the impairment of goodwill  associated with Nichols TXEN Corporation,
a wholly owned subsidiary of the Company.

See accompanying notes.

                                       1


                                    FORM 10-Q

                          NICHOLS RESEARCH CORPORATION

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)


                                                                          May 31,                August 31,
                                                                           1999                     1998
                                                                                                  Restated
                                                                 --------------------------------------------------
                           ASSETS                                                  (amounts in thousands)
                                                                                       
Current assets:
     Cash and temporary cash investments..................       $        18,048             $       11,275
     Accounts receivable..................................               118,501                    113,392
     Deferred income taxes................................                 2,541                      2,488
     Other................................................                 3,701                      3,939
                                                                 --------------------------------------------------
         Total current assets.............................               142,791                    131,094

Long-term investments.....................................                   607                      1,519

Property and equipment:
     Computers and related equipment......................                35,170                     29,465
     Furniture, equipment and improvements................                14,131                     12,210
     Equipment - contracts................................                 5,022                      5,771
                                                                 --------------------------------------------------
                                                                          54,323                     47,446
     Less accumulated depreciation........................                28,022                     25,011
                                                                 --------------------------------------------------
         Net property and equipment.......................                26,301                     22,435

Deferred income taxes.....................................                 1,033                        __

Goodwill and other intangibles (net of accumulated
     amortization)........................................                72,681                     57,262
Software development costs (net of accumulated
     amortization)........................................                 3,967                      3,928
Investment in affiliates..................................                 9,999                      9,607
Other assets..............................................                 4,707                      1,491
                                                                 --------------------------------------------------

Total assets..............................................       $       262,086             $      227,336
                                                                 ==================================================


NOTE:    The Company has not  declared or paid  dividends  in any of the periods
         presented.  All  prior  periods  have  been  restated  to  reflect  the
         acquisition of Welkin  Associates,  Ltd.,  which was accounted for as a
         pooling of interests.

See accompanying notes.
                                       2

                                    FORM 10-Q

                          NICHOLS RESEARCH CORPORATION

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)


                                                                       May 31,              August 31,
                                                                         1999                  1998
                                                                                             Restated
                                                                --------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY                                   (amounts in thousands except
                                                                                share data)
                                                                                  
Current liabilities:
     Accounts payable.....................................        $        31,278       $        24,278
     Accrued compensation and benefits....................                 21,735                18,317
     Income taxes payable.................................                  2,936                 1,681
     Current maturities of long-term debt.................                    997                   997
     Borrowing on line of credit..........................                 20,000                 5,000
     Deferred revenue.....................................                     __                 1,797
     Other................................................                    438                 1,040
                                                                --------------------------------------------
         Total current liabilities........................                 77,384                53,110

Deferred income taxes.....................................                     __                   354

Long-term debt:
     Industrial development bonds.........................                  1,077                 1,335
     Long-term notes......................................                  1,112                 1,613
                                                                --------------------------------------------
         Total long-term debt.............................                  2,189                 2,948

Minority interest in consolidated subsidiaries............                    384                 1,177

Stockholders' equity:
     Common stock, par value  $.01 per share
         Authorized-  30,000,000  shares
         Issued - 14,237,532 and 13,997,455 shares,
         respectively.....................................                    142                   140
     Additional paid-in capital...........................                 98,722                95,631
     Retained earnings....................................                 84,553                75,264
     Less cost of treasury stock - 168,500 shares.........                 (1,288)               (1,288)
                                                                --------------------------------------------
         Total stockholders' equity.......................                182,129               169,747
                                                                --------------------------------------------
Total liabilities and stockholders' equity................        $       262,086       $       227,336
                                                                ============================================

NOTE:    The Company has not  declared or paid  dividends  in any of the periods
         presented.  All  prior  periods  have  been  restated  to  reflect  the
         acquisition of Welkin  Associates,  Ltd.,  which was accounted for as a
         pooling of interests.

See accompanying notes.
                                       3

                                    FORM 10-Q

                          NICHOLS RESEARCH CORPORATION

                 CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
                        STOCKHOLDERS' EQUITY (UNAUDITED)



                                                             Additional                                           Total
                                     Common Stock              Paid-In         Retained        Treasury       Stockholders'
                                  Shares       Amount          Capital         Earnings          Stock           Equity
                               -----------------------------------------------------------------------------------------------
                                                          (amounts in thousands except share data)

                                                      For the Nine Months Ended May 31, 1999
                                                      --------------------------------------

                                                                                              
Balance, August 31, 1998        13,997,455       $ 140      $     95,631     $     75,264    $    (1,288)       $ 169,747

Exercise of stock options          122,214           1             1,233               __             __            1,234

Employee stock purchases           117,863           1             1,859               __             __            1,860

Net income                              __          __                __            9,288             __            9,288
                               -----------------------------------------------------------------------------------------------

Balance, May 31, 1999           14,237,532       $ 142      $     98,723     $     84,552    $    (1,288)       $ 182,129
                               ===============================================================================================



                                                 For the Nine Months Ended May 31, 1998 - Restated
                                                 -------------------------------------------------

Balance, August 31, 1997        13,553,346       $ 135      $     90,076     $     61,545     $     (1,288)     $ 150,468

Exercise of stock options          227,509           2             2,296               __              __           2,298

Employee stock purchases            75,046           1             1,576               __              __           1,577

Adjustment for Welkin                   __          __                __             (479)                           (479)

Net income                              __          __                __           10,582              __          10,582
                               -----------------------------------------------------------------------------------------------

Balance, May 31, 1998           13,855,901       $ 138      $     93,948     $     71,648     $    (1,288)      $ 164,446
                               ===============================================================================================


NOTE:The  Company  has not  declared  or paid  dividends  in any of the  periods
     presented.  All prior periods have been restated to reflect the acquisition
     of Welkin  Associates,  Ltd.,  which  was  accounted  for as a  pooling  of
     interests.

See accompanying notes.

                                       4


                                    FORM 10-Q

                          NICHOLS RESEARCH CORPORATION

           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


                                                                              For the Nine Months Ended
                                                                              -------------------------
                                                                          May 31,                    May 31,
                                                                           1999                       1998
                                                                                                    Restated
                                                                       ------------------------------------------
                                                                                (amounts in thousands)
                                                                                           
Cash flows from operating activities:
Net income...................................................          $       9,288             $      10,582
Adjustments to reconcile net income to net cash provided
     by operating activities:
     Provision for doubtful accounts.........................                    284                        __
     Depreciation............................................                  5,683                     4,273
     Amortization of intangibles.............................                  3,173                     3,540
     Equity in earnings of unconsolidated affiliates.........                   (384)                     (351)
     Minority interest.......................................                    146                       677
     Deferred income taxes...................................                 (1,440)                     (749)
     Special charges.........................................                  4,297                     2,000
Changes in assets and liabilities net of effects of acquisitions:
     Accounts receivable.....................................                    (11)                  (13,417)
     Other assets............................................                 (2,924)                   (1,129)
     Accounts payable........................................                  5,480                    (3,339)
     Accrued compensation and benefits.......................                  2,836                     7,152
     Income taxes payable....................................                  1,137                       524
     Other current liabilities...............................                 (3,828)                    1,781
                                                                     --------------------------------------------
     Total adjustments.......................................                  2,690                    (8,428)
                                                                     --------------------------------------------
       Net cash provided by operating activities.............                 23,737                    11,544

Cash flows from investing activities:
Purchase of property and equipment...........................                 (9,660)                   (7,306)
Purchase of long-term investment.............................                     __                      (100)
Purchase of capitalized software.............................                   (682)                     (557)
Payments for acquisitions, net of cash acquired..............                (24,816)                  (12,266)
Payments for investment in affiliates........................                     (8)                   (1,110)
Proceeds from long-term investments..........................                    912                     1,313
                                                                     --------------------------------------------
       Net cash used by investing activities.................                (34,254)                  (20,026)

Cash flows from financing activities:
Proceeds from issuance of common stock.......................                  3,093                     3,875
Proceeds from line of credit borrowings......................                 30,000                        __
Payments on line of credit borrowings........................                (15,000)                  (10,000)
Payments of long-term debt...................................                   (803)                     (711)
                                                                    ---------------------------------------------
       Net cash provided (used) by financing activities......                 17,290                    (6,836)
                                                                    ---------------------------------------------


                                    FORM 10-Q

                          NICHOLS RESEARCH CORPORATION

           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                   CONTINUED

                                                                              For the Nine Months Ended
                                                                              -------------------------
                                                                          May 31,                    May 31,
                                                                           1999                       1998
                                                                                                    Restated
                                                                       ------------------------------------------
                                                                                (amounts in thousands)
Net increase (decrease) in cash and temporary cash
     investments.............................................                  6,773                   (15,318)

Cash and temporary cash investments at beginning
     of period...............................................                 11,275                    23,964
                                                                       ------------------------------------------
Cash and temporary cash investments at end of period.........          $      18,048             $       8,646
                                                                       ==========================================


See accompanying notes.

                                       5



                                    FORM 10-Q

                          NICHOLS RESEARCH CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

                                  May 31, 1999

Note 1 - Basis of Presentation
         ---------------------

         The  condensed   consolidated   financial  statements  (and  all  other
information in this report) have not been examined by independent auditors,  but
in the  opinion  of the  Company,  all  adjustments,  consisting  of the  normal
recurring  accruals  necessary  for a fair  presentation  of the results for the
period, have been made. The condensed  consolidated financial statements include
the accounts of Nichols Research Corporation and its majority-owned subsidiaries
and joint ventures. All significant  intercompany balances and transactions have
been  eliminated  in  consolidation.  The Company's  earnings in  unconsolidated
affiliates and joint ventures are accounted for using the equity method.

Note 2 - Accounting Pronouncements
         -------------------------

         In February  1997,  the  Financial  Accounting  Standards  Board (FASB)
issued Statement No. 128, Earnings Per Share. The overall objective of Statement
No. 128 is to simplify the  calculation  of earnings per share (EPS) and achieve
comparability  with recently  issued  international  accounting  standards.  The
Company first reported on the new EPS basis in the second quarter ended February
28, 1998. All prior period EPS amounts (including  information  regarding EPS in
interim financial statements,  earnings summaries,  and selected financial data)
have been restated to conform to the provisions of Statement No. 128.

         In June 1997,the FASB issued Statement No. 130, Reporting Comprehensive
Income (SFAS 130).  Statement No.  130  establishes  new rules for the reporting
and   display  of   comprehensive   income  and  its   components.   Adoption of
Statement  No.  130  by  the  Company on September  1, 1998 had no impact on the
Company's  consolidated results of operations or stockholders' equity.

         In June 1997,  the FASB issued  Statement  No. 131,  Disclosures  About
Segments of an Enterprise and Related Information (SFAS 131).  Statement No. 131
changes the method of  determining  segments from that currently  required,  and
requires  the  reporting of certain  information  about such  segments.  A final
determination  regarding  any  changes  to  the  segment  information  currently
provided will be made and reported in the Form 10-K for the period ending August
31, 1999.

Note 3 - Reclassification
         ----------------

         Certain prior period amounts have been reclassified to conform with the
current period's presentation.

                                       6


                                    FORM 10-Q

                          NICHOLS RESEARCH CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note 4 - Acquisitions
         ------------

         On March 10, 1999 the Company  completed  the purchase of Murray & West
Consulting,  Inc./Trans-Link  USA,  Incorporated  (Murray & West). Murray & West
provides  implementation  and  integration  consulting  services  and  continued
support of SAP of America, Inc., enterprise resource planning software, known as
SAP(TM)  R/3.  Aggregate  consideration  of $16.2  million  was paid at closing.
Payment of additional  consideration  is  contingent  upon  achieving  specified
operating   results  as  defined  in  the   purchase   agreement.   Goodwill  of
approximately $13.4 million acquired in the transaction is being amortized using
the straight-line method over an estimated useful life of fifteen years.

         On  March  17,  1999  the  Company  completed  the  purchase  of  Prism
Consulting  Group,  L.L.C.  (Prism).  Prism provides SAP(TM) R/3  implementation
services.  Aggregate consideration of $5.8 million was paid at closing.  Payment
of additional  consideration  is contingent upon achieving  specified  operating
results as defined in the purchase  agreement.  Goodwill of  approximately  $4.9
million  acquired in the transaction is being amortized using the  straight-line
method over an estimated useful life of fifteen years.

Note 5 - Investment in Affiliates
         ------------------------

         As of May 31, 1999 the Company held a 50% interest in NCCIM,  L.L.C. at
an aggregate cost of $1,345,000.  Undistributed  equity earnings of $909,000 are
included  in  the  May  31,  1999  retained  earnings  balance  reported  in the
Consolidated Balance Sheet.

Note 6 - Line of Credit
         --------------

        The Company executed its existing bank line of credit in November, 1997.
The credit  agreement  provides for unsecured  borrowings up to $100,000,000 and
for interest at London Interbank Offered Rate (LIBOR) plus a margin ranging from
0.325% to 0.450% and a facility fee, payable quarterly,  of approximately 0.125%
on the unused portion of the line of credit. The short-term commitment agreement
($50,000,000)  is renewable  annually  and the  long-term  commitment  agreement
($50,000,000)  is  renewable  in  November,  2000.  At May 31,  1999,  there was
$20,000,000  outstanding on this line of credit at an effective interest rate of
5.35%.

                                       7



                                    FORM 10-Q

                          NICHOLS RESEARCH CORPORATION

Note 7 - Earnings Per Share
         ------------------

         The following  table sets forth the  computation of earnings per common
share and earnings per common share assuming dilution:




                                                      For the Three Months Ended          For the Nine Months Ended
                                                      --------------------------          -------------------------
                                                        May 31,         May 31,            May 31,         May 31,
                                                         1999           1998                1999            1998
                                                                      Restated                            Restated
                                                   ---------------------------------------------------------------------
                                                                                           
  Numerator:
       Net income and income available to
           common stockholders and income
           available to common stockholders
           after assumed conversions.............. $    4,678,000   $    3,371,000     $    9,288,000   $   10,582,000
                                                   =====================================================================
  Denominator:
       Denominator for earnings per common
           share - weighted average common
           shares.................................     14,015,333       13,649,522         13,929,442       13,558,843

       Effect of dilutive securities:
           Employee stock options.................        254,000          531,943            308,664          521,892

       Denominator for earnings per common  share
           assuming  dilution - adjusted
           weighted average common shares
           and assumed coversions.................     14,269,333       14,181,465         14,238,106       14,080,735
                                                   =====================================================================

  Earnings per common share....................... $          .33   $          .25      $         .67    $         .78
                                                   =====================================================================
  Earnings per common share assuming
       dilution................................... $          .33   $          .24      $         .65    $         .75
                                                   =====================================================================



                                       8

                                    FORM 10-Q

                          NICHOLS RESEARCH CORPORATION

Item 2 - Management's Discussion and Analysis of Financial Condition and Results
         of Operations

EXCEPT FOR  HISTORICAL  INFORMATION  CONTAINED  HEREIN,  THIS  QUARTERLY  REPORT
CONTAINS FORWARD-LOOKING  STATEMENTS AS DEFINED IN SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934.  SUCH  FORWARD-LOOKING  STATEMENTS  ARE SUBJECT TO VARIOUS
RISKS AND  UNCERTAINTIES  THAT COULD CAUSE ACTUAL  RESULTS TO DIFFER  MATERIALLY
FROM  THOSE  PROJECTED  IN  THE  FORWARD-LOOKING  STATEMENTS.  THESE  RISKS  AND
UNCERTAINTIES  ARE  DISCUSSED IN MORE DETAIL IN THE  COMPANY'S  ANNUAL REPORT ON
FORM 10-K FOR THE  FISCAL  YEAR  ENDED  AUGUST 31,  1998,  AND IN THE  FOLLOWING
MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS SECTION OF THIS QUARTERLY REPORT.  THESE  FORWARD-LOOKING  STATEMENTS
CAN BE GENERALLY  IDENTIFIED AS SUCH BECAUSE THE CONTENT OF THE STATEMENTS  WILL
USUALLY   CONTAIN   SUCH  WORDS  AS  THE  COMPANY  OR   MANAGEMENT   "BELIEVES,"
"ANTICIPATES,"  "EXPECTS,"  "PLANS,"  OR WORDS  OF  SIMILAR  IMPORT.  SIMILARLY,
STATEMENTS  THAT  DESCRIBE THE  COMPANY'S  FUTURE  PLANS,  OBJECTIVES,  GOALS OR
STRATEGIES ARE FORWARD-LOOKING STATEMENTS.

Overview and Business Environment
- ---------------------------------

         The  Company  is  a  leading  provider  of  technical  and  information
technology (IT) services, including information processing,  systems development
and systems integration.  The Company provides these services to a wide range of
clients, including the U.S. Department of Defense (DOD), other federal agencies,
state and local governments,  healthcare and insurance organizations,  and other
commercial  enterprises.  The Company's  business strategy consists of three key
elements:  (i) maintain the Company's  leadership in technology;  (ii) apply the
Company's  technology  to create  solutions  for new  clients;  and  (iii)  make
strategic acquisitions and investments to expand the business of the Company and
gain industry knowledge.

         The Company is organized into four strategic business units, reflecting
the  particular  market  focus  of  each  line  of  business.  The  Defense  and
Intelligence  unit,  formerly  Nichols  Federal,   provides  technical  services
primarily  to U.S.  Government  defense  agencies.  The  Government  Information
Technology unit, formerly Nichols InfoFed,  provides  information and technology
solutions and services to a variety of  governmental  agencies.  The  Commercial
Information Technology unit, formerly Nichols InfoTec,  provides information and
technology  services to various commercial  clients,  state and local government
agencies and judicial systems. The Healthcare Information Technology unit, known
as Nichols TXEN  Corporation  and  formerly  known as Nichols  SELECT,  provides
information  and  administrative  services  to  clients  in the  healthcare  and
insurance industries.  For the nine months ended May 31, 1999, the percentage of
total revenues attributable to the four business units was approximately 54% for
Defense and Intelligence,  23% for Government IT, 11% for Commercial IT, and 12%
for Healthcare IT.


                                       9

                                    FORM 10-Q

                          NICHOLS RESEARCH CORPORATION

Risk Factors
- ------------

         The Company's  business and financial  performance are subject to risks
and uncertainties, including those discussed below.

ACQUISITION STRATEGY

         Expansion  through  acquisitions  is  an  important  component  of  the
Company's  overall business  strategy.  The Company has  successfully  completed
fifteen  strategic  acquisitions  and alliances since September 1, 1994, most of
which have centered on IT and healthcare information services markets. Since the
respective dates of the acquisitions,  the Company has integrated these acquired
entities  in order to draw on the  Company's  base of  technical  expertise  and
capabilities in designing solutions for government,  commercial,  and healthcare
clients.  The Company's  continued  ability to grow by acquisitions is dependent
upon,  and  may be  limited  by,  the  availability  of  compatible  acquisition
candidates  at  reasonable  prices,  the  Company's  ability  to fund or finance
acquisitions  on  acceptable  terms,  and the  Company's  ability to maintain or
enhance the profitability of any acquired business.

PERFORMANCE OF LARGE SYSTEMS INTEGRATION CONTRACTS

         As part of the Company's  business  strategy to enter new markets,  the
Company  continues to pursue  large  systems  integration  contracts in both the
government and commercial  markets,  although  competition for such contracts is
intense and many of the Company's  competitors  have greater  resources than the
Company.  While such contracts are working  capital  intensive,  requiring large
equipment and software purchases to be funded by the Company before payment from
the customer,  the Company  believes such  contracts  offer  attractive  revenue
growth and margin expansion  opportunities  for the Company's range of technical
expertise and capabilities.

VARIABILITY OF QUARTERLY EARNINGS OR OPERATING RESULTS

         The  Company's  revenues  and earnings  may  fluctuate  from quarter to
quarter  based on such  factors as the  number,  size,  and scope of projects in
which the Company is engaged,  the contractual terms and degree of completion of
such  projects,  expenditures  required by the Company in  connection  with such
projects,  any  delays  incurred  in  connection  with such  projects,  employee
utilization  rates,  the  adequacy of  provisions  for losses,  the  accuracy of
estimates  of  resources  required to  complete  ongoing  projects,  and general
economic  conditions.  Under  certain  contracts,  the  Company is  required  to
purchase,  integrate  and  deliver to the  customer  large  amounts of  computer
processing systems and other equipment. Revenues are accrued as costs to deliver
these systems are incurred and, as a result, quarterly revenues will be impacted
by fluctuations  related to equipment  purchases which occur on a periodic basis
depending on contract terms and modifications.

                                       10


                                    FORM 10-Q

                          NICHOLS RESEARCH CORPORATION

UNCERTAINTIES ASSOCIATED WITH GOVERNMENT CONTRACTS

         The Company performs its services under U.S. Government  contracts that
usually  require  performance  over a  period  of one to five  years.  Long-term
contracts  may be  conditioned  upon  continued  availability  of  Congressional
appropriations.   Variances  between   anticipated   budgets  and  Congressional
appropriations may result in delay, reduction, or termination of such contracts.
Contractors  can  experience  revenue  uncertainties  with  respect to available
contract  funding  during the first  quarter  of the  government's  fiscal  year
beginning   October  1,  until   differences   between   budget   requests   and
appropriations are resolved.  The Company's  contracts with the U.S.  Government
and its prime  contractors  are  subject  to  termination,  in whole or in part,
either upon default by the Company or at the convenience of the government.  The
termination for convenience  provisions generally entitle the Company to recover
costs  incurred,  settlement  expenses,  and profit on work  completed  prior to
termination.  Because the Company  contracts to supply goods and services to the
U.S.  Government,  it  is  also  subject  to  other  risks,  including  contract
suspensions,  audit  adjustments,  protests by disappointed  bidders of contract
awards which can result in the re-opening of the bidding  process and changes in
government policies or regulations.

CONTRACT PROFIT EXPOSURE

         The Company's  services are provided  primarily  through three types of
contracts:  fixed-price,  time-and-materials and  cost-reimbursement  contracts.
Fixed-price  contracts  require the Company to perform services under a contract
at a stipulated price.  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.  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.

         The Company  assumes  greater  financial risk on fixed-price  contracts
than  on  either  time-and-materials  or  cost-reimbursement  contracts.  As the
Company  increases  its  commercial  business,  it believes  that an  increasing
percentage  of  its  contracts  will  be  fixed-priced.  Failure  to  anticipate
technical  problems,   estimate  costs  accurately,   or  control  costs  during
performance of a fixed-price contract,  may reduce the Company's profit or cause
a loss.  In  addition,  greater  risks  are  involved  under  time-and-materials
contracts than under  cost-reimbursement  contracts  because the Company assumes
the  responsibility for the delivery of specified skills at a fixed hourly rate.
Although  management  believes that adequate  provision for its  fixed-price and
time-and-materials contracts is reflected in the Company's financial statements,
no  assurance  can be given that this  provision  is  adequate or that losses on
fixed-price and time-and-materials contracts will not occur in the future.

                                       11

                                    FORM 10-Q
                          NICHOLS RESEARCH CORPORATION

POTENTIAL FOREIGN CONTRACT CLAIMS AGAINST MNEMONIC SYSTEMS, INC.

     On March 1, 1999,  the  Company  settled  a  claim of  patent  infringement
asserted by Forensic  Technology,  Inc.,  with  respect to the  DRUGFIRE  system
offered  by the  Company's  subsidiary,  Mnemonic  Systems,  Inc.,  used for the
examination  of fired  cartridges by law  enforcement  agencies.  The settlement
permitted the Company to use the technology  allegedly  covered by the patent in
the  United  States on a  royalty-free  basis.  As part of the  settlement,  the
Company agreed to cease the sale of the DRUGFIRE  product in foreign  countries.
The Company has received claims from foreign sales representatives alleging that
a breach of contract  occurred  when the Company withdrew  from foreign markets.
Such claims, if successful,could have a material adverse effect on the Company's
business.  See "Legal Proceedings."

Results of Operations
- ---------------------

       The following table sets forth, for the periods indicated, the percentage
which  certain  items  in  the   consolidated   statements  of  income  bear  to
consolidated revenues:


                                                  For the Three Months Ended              For the Nine Months Ended
                                                  --------------------------              -------------------------
                                              May 31,      May 31,     Percentage     May 31,      May 31,    Percentage
                                               1999         1998         Change        1999         1998        Change
                                                          Restated                                Restated
                                           -------------------------------------------------------------------------------
                                                                                               
Revenues                                      100.0%       100.0%          7.3%       100.0%        100.0%         9.2%

Costs and expenses:
     Direct and allocable costs...........     83.6         84.6           6.1         83.4          83.8          8.6
     General and administrative expenses..      9.1          8.0          22.4          9.7           8.6         23.5
     Amortization of intangibles..........      0.9          1.1         (11.3)         1.0           1.2        (10.4)
     Special charges .....................      0.0          1.7           n/a          1.3           0.7        114.9
                                           -------------------------------------------------------------------------------
         Total costs and expenses.........     93.6         95.4           5.4         95.4          94.3         10.1
                                           -------------------------------------------------------------------------------

Operating profit..........................      6.4          4.7          46.0          4.6           5.7        (11.4)
Interest expense..........................     (0.3)        (0.1)        226.9         (0.2)         (0.1)        83.6
Other income, principally interest........      0.1          0.1         (40.0)        (0.1)          0.2        (48.3)
Equity in earnings of unconsolidated
   affiliates.............................      0.1          0.1         132.8         (0.1)          0.1          9.4

Minority interest in consolidated
   subsidiaries...........................     (0.1)        (0.2)        (19.1)        (0.0)         (0.2)       (78.4)
                                           -------------------------------------------------------------------------------
Income before income taxes................      6.2          4.6          43.4          4.2           5.7        (11.6)
Income taxes..............................      2.5          1.8          50.7          1.8           2.2        (10.5)
                                           -------------------------------------------------------------------------------
Net income................................      3.7%         2.8%         38.8%         2.4%          3.5%       (12.2)%
                                           ===============================================================================

                                       12


                                    FORM 10-Q

                          NICHOLS RESEARCH CORPORATION

         The  Company had a backlog of  approximately  $1.3  billion,  including
options  of $940.0  million,  at May 31,  1999.  The  Company  had a backlog  of
approximately  $1.2 billion,  including  options of $787.0  million,  at May 31,
1998.  Backlog  represents  the amount of revenues  expected to be realized from
awarded contracts.  Therefore,  the amount in backlog is typically less than the
face  amount  of the  contract.  The  amount  includes  estimates  based  on the
Company's experience with similar awards and customers and estimates of revenues
that  would be  recognized  from the  performance  of  options,  under  existing
contracts,  that may be exercised by the customer.  These estimates are reviewed
periodically  and  are  adjusted  based  on the  latest  available  information.
Historically,  these adjustments have not been significant. Because contracts in
backlog  are  typically  multi-year  contracts,  an  increase in backlog may not
translate into proportional revenue growth in any future period.

The table  below  presents  contract  award  and  backlog  data for the  periods
indicated:

                                                May 31,           May 31,
                                                 1999              1998
                                                                 Restated
                                           -----------------------------------
                                                 (amounts in thousands)

Contract award amount............            $   387,548        $   183,196
Backlog (with options)...........            $ 1,321,070        $ 1,138,331
Backlog (without options)........            $   381,036        $   372,212


COMPARISON OF OPERATING RESULTS FOR FISCAL THIRD QUARTER 1999 WITH FISCAL THIRD
QUARTER 1998

      REVENUES.  Revenues increased $8.6 million (7.3%) for the three months and
$27.5  million  (9.2%) for the nine months ended May 31, 1999 as compared to the
three months and nine months ended May 31, 1998. The revenues of the Defense and
Intelligence unit, representing  approximately 54% of the Company's consolidated
revenue  increased $3.9 million (2.3%) for the nine months ended May 31, 1999 as
compared  to the nine  months  ended  May 31,  1998,  primarily  as a result  of
continued  growth in existing  contract  base. The revenues of the Government IT
unit,  representing  approximately  23% of the  Company's  consolidated  revenue
increased  $8.4 million  (12.4%) for the nine months ended May 31, 1999 compared
to the nine months ended May 31, 1998  primarily as a result of the  acquisition
of Mnemonic  Systems,  Incorporated.  The  revenues of the  Commercial  IT unit,
representing  approximately 11% of the Company's consolidated revenue, increased
$7.7  million  (26.4%) for the nine months ended May 31, 1999 as compared to the
nine months ended May 31, 1998 primarily as a result of the purchase of Murray &
West,  Inc./Translink  USA and Prism Consulting  Group,  L.L.C.  Revenues of the
Healthcare  IT unit,  representing  12% of the Company's  consolidated  revenue,
increased  $7.6 million  (24.9%) for the nine months ended May 31, 1999 compared
to the nine  months  ended May 31, 1998 as a result of  continued  growth in the
number of new customers and increased use of its services by existing customers.

      OPERATING  PROFIT.  In the second quarter,  the Company  recorded a pretax
intangible asset impairment  charge of $4.3 million related to its Healthcare IT
unit.  Operating profit,  including the $4.3 million intangible asset impairment
charge,  increased  $2.5 million (46%) for the three months and  decreased  $1.9
million  (11.4%) for the nine months ended May 31, 1999 as compared to the three
months and nine months ended May 31, 1998. Operating profit,  excluding the $4.3
million intangible asset impairment  charge,  increased $2.4 million (13.8%) for
the nine months  ended May 31, 1999 as compared to the nine months ended May 31,
1998.


                                       13

                                    FORM 10-Q

                          NICHOLS RESEARCH CORPORATION

         Direct and allocable  costs increased $21.5 million (8.6%) for the nine
months ended May 31, 1999 as compared to the nine months ended May 31 1998, as a
result of increases in revenue.  General and  administrative  expenses increased
$6.1  million  (23.5%) for the nine months ended May 31, 1999 as compared to the
nine months ended May 31,  1998,  primarily  as a result of the  acquisition  of
Mnemonic  Systems,  Incorporated,  Murray & West,  Inc./Translink  USA and Prism
Consulting  Group,  L.L.C completed in April 1998 and March 1999,  respectively.
Amortization  of intangibles  decreased $0.2 million  (10.4%).  The $4.3 million
intangible asset impairment  charge related to the Healthcare IT unit represents
1.4% of the total costs and expenses for the nine months ended May 31, 1999. For
the nine months ended May 31, 1998, the special charges of $2,000,000 relates to
the acquisition of Mnemonic Systems, Inc. by the Company on April 15, 1998.

         Total costs and expenses were 93.6% of revenue for the three months and
95.4% for the nine months  ended May 31, 1999 as compared to 95.3% for the three
months and 94.3% for nine months ended May 31, 1998.

         OPERATING  MARGIN.  Operating  margin  was 6.4% for the  three  months,
including the $4.3 million  intangible asset impairment charge, and 4.6% for the
nine months  ended May 31, 1999 as compared to a 4.7%  operating  margin for the
three months and 5.7% for the nine months ended May 31, 1998.  Operating margin,
excluding the $4.3 million  intangible asset impairment charge, was 5.9% for the
nine months ended May 31, 1999.  The Defense and  Intelligence  unit  realized a
5.8%  operating  margin for the nine months  ended May 31, 1999 as compared to a
5.1% operating  margin for the nine months ended May 31, 1998. This  improvement
is   principally   the  result  of  increases  in  award  fees  and  margins  on
time-and-material  contracts.  The  Government IT unit realized a 6.1% operating
margin for the nine months  ended May 31,  1999 as compared to a 6.2%  operating
margin for the nine months ended May 31, 1998.  This  decrease is primarily  the
result of declines in high margin  contracts and lower margins on  modifications
awarded  to  existing  contracts.  The  Commercial  IT unit  realized  a (-0.1%)
operating  margin for the nine  months  ended May 31, 1999 as compared to a 4.8%
operating  margin for the nine  months  ended May 31,  1998.  Over the first two
quarters of fiscal year 1999,  the Commercial IT unit incurred  increased  costs
associated with  underutilization of staff and infrastructure costs in excess of
that  required to support the business.  New business and  operating  strategies
have  been  implemented  to  correct  these  problems and reduce costs. The $4.3
million  intangible asset impairment  charge related to the Healthcare IT unit's
decreased the Company's  operating  margin to 0.6% for the nine months ended May
31, 1999 as compared to a 12.9%  operating  margin for the nine months ended May
31, 1998. The Healthcare IT unit realized an 11.9% operating  margin,  excluding
the $4.3 million  intangible asset impairment  charge, for the nine months ended
May 31, 1999.

                                       14

                                    FORM 10-Q

                          NICHOLS RESEARCH CORPORATION

         OTHER INCOME (EXPENSE).  Other expense increased $163,000 for the three
months ended May 31, 1999 and other income decreased $45,000 for the nine months
ended May 31, 1999 as compared to the three months and nine months ended May 31,
1998. Other income includes equity in earnings of unconsolidated  affiliates and
interest income;  other expense includes interest expense and minority interest.
Interest income is from the investment of the Company's cash reserves.

         Substantially  all  available  cash  is  invested  in  interest-bearing
accounts or fixed income instruments.  Interest expense is comprised of the cost
associated with the long-term  borrowings of the Company,  the commitment fee on
unused line of credit,  and the average  outstanding  borrowing on the Company's
line of credit.

         Equity in earnings  of  unconsolidated  affiliates  for the nine months
ended May 31, 1999 and 1998  primarily  represents  the  Company's  share of the
earnings of NCCIM, L.L.C. a joint venture, 50% of which is owned by the Company.

         Minority interest  primarily  represent the minority partner's share of
earnings of Nichols Holland Corporation a joint venture, 91.6% of which is owned
by the Company as of May 31, 1999 (See Note 5 of Notes of Condensed Consolidated
Financial  Statements).  The decrease in minority  interest of $0.04 million for
the nine months  ended May 31, 1999 as compared to the nine months ended May 31,
1998 is principally  the result of decreased  profitability  and the decrease of
the minority partner's interest.

         INCOME  TAXES.  Income taxes as a percentage of income before taxes was
39% for the nine  months  ended May 31,  1999 as  compared to 38.5% for the nine
months ended May 31, 1998. The increase is primarily a result of the differences
between financial and taxable income related to the amortization of intangibles.

         NET INCOME.  Net income,  including the $4.3 million  intangible  asset
impairment  charge,  increased  $1.3  million  (38.8%) for the three  months and
decreased  $1.3  million  (12.2%)  for the nine  months  ended  May 31,  1999 as
compared to the three  months and nine months  ended May 31,  1998.  Net income,
excluding the $4.3 million  intangible asset impairment  charge,  increased $3.0
million  (28.4%) for the nine months  ended May 31, 1999 as compared to the nine
months ended May 31, 1998.  The decreases are a result of the matters  discussed
above.

         EARNINGS  PER SHARE  ASSUMING  DILUTION.  Earnings  per share  assuming
dilution were $0.33 for the three months and $0.65 for the nine months ended May
31, 1999  including  the $4.3  million  intangible  asset  impairment  charge as
compared to $0.24 for the three  months and $0.75 for the nine months  ended May
31,  1998.  Earnings per share  assuming  dilution,  excluding  the $4.3 million
intangible asset impairment charge, were $0.95 for the nine months ended May 31,
1999. Net income, including the $4.3 million intangible asset impairment charge,
decreased 12.2% ($1.3 million),  while weighted average common shares and common
equivalent shares increased 1.1% (157,371 shares), for the nine months ended May
31,  1999 as  compared  to the nine  months  ended  May 31,  1998.  Net  income,
excluding the $4.3 million intangible asset impairment  charge,  increased 28.4%
($3.0 million) for the nine months ended May 31, 1999.

                                       15


                                    FORM 10-Q

                          NICHOLS RESEARCH CORPORATION

Liquidity and Capital Resources
- -------------------------------

         Historically,  the  Company's  positive cash flow from  operations  and
available credit facilities have provided adequate liquidity and working capital
to fully  fund the  Company's  operational  needs and  support  the  acquisition
program. Working capital was $65.4 million and $77.9 million at May 31, 1999 and
1998,  respectively.  Operating  activities  provided  cash of $23.7 million and
$11.5  million  for the  nine  months  ended  May  31,  1999  and May 31,  1998,
respectively.  Investing activities used cash of $30.6 million and $20.0 million
for the nine months ended May 31, 1999 and May 31, 1998, respectively. Financing
activities provided cash of $17.3 million for the nine months ended May 31, 1999
and used cash of $6.8 million for the nine months ended May 31, 1998.

         Cash  provided by operating  activities  increased by $12.2 million for
the nine months  ended May 31, 1999 as compared to the nine months ended May 31,
1998 as a result of increased net income (excluding the $4.3 million  intangible
asset charge) and improvements in the management of working capital.

         Cash  used for  investing  activities  was $30.6  million  for the nine
months ended May 31, 1999. The Company purchased Murray & West,  Inc./Trans-Link
USA,  Inc.  and Prism and  an  additional  35%  ownership  in  Nichols   Holland
Corporation for  approximately  $14.6 million,  $5.3 million,  and $5.2 million,
respectively.  Purchases  of property and  equipment  were $9.7 million and $7.3
million for the nine months ended May 31, 1999 and 1998, respectively.

         Cash  provided by financing  activities  was $17.3 million for the nine
months ended May 31, 1999. The Company realized proceeds from the sale of common
stock of $3.1  million and $3.9  million for the nine months  ended May 31, 1999
and 1998, respectively. Cash of $0.8 million was used to reduce long-term debt.

         The Company renegotiated its bank line of credit in November, 1997. The
agreement  provides for  unsecured  borrowings  up to  $100,000,000.  The credit
agreement  provides for interest at London Interbank Offered Rate (LIBOR) plus a
margin ranging from 0.325% to 0.450% and a facility fee, payable  quarterly,  of
approximately 0.125% on the unused portion of the line of credit. The short-term
commitment  agreement  ($50,000,000)  is renewable  annually  and the  long-term
commitment  agreement  ($50,000,000)  is renewable in November  2000. At May 31,
1999, there was $20,000,000 outstanding on this line of credit.

      The Company  regularly  evaluates  potential  acquisition  candidates  and
completed  two  acquisitions  in the third quarter of fiscal year 1999. On March
10, 1999 the Company  purchased  Murray & West,  Inc./Trans-Link  USA,  Inc. for
approximately  $14.6 million and on March 17, 1999 it purchased Prism Consulting
Group, L.L.C. for approximately $5.3 million. These acquisitions  complement the
Company's SAP(TM) R/3 implementation, integration, and support business.

                                       16


                                    FORM 10-Q

                          NICHOLS RESEARCH CORPORATION



      The Company continues to actively pursue contracts for information  system
development and computer system integration activities,  which could require the
Company to acquire  substantial amounts of computer hardware for resale or lease
to customers.  The timing of payments to suppliers  and payments from  customers
under the Company's  system  integration  contracts  could cause cash flows from
operations to fluctuate from period to period.

      The Company  believes that for its next four fiscal  quarters its existing
capital  resources,   together  with  available  borrowing  capacity,   will  be
sufficient  to fund  operating  needs,  finance  acquisitions  of  property  and
equipment, and make strategic acquisitions, if appropriate.

Effects of Inflation
- --------------------

       Substantially  all  contracts  awarded to the Company  have been based on
proposals which reflect estimated cost increases due to inflation. Historically,
inflation has not had a significant impact on the Company.

Year 2000
- ---------

OVERVIEW

         Historically,  certain  computerized systems have had two digits rather
than  four  digits  to  define  the  applicable  year,  which  could  result  in
recognizing  a date using "00" as the year 1900 rather than the year 2000.  This
could cause significant  software failures or  miscalculations  and is generally
referred to as the "Year 2000" problem.

         The Company recognizes that the impact of the Year 2000 problem extends
beyond   its   computer  hardware  and  software  and  may  affect  utility  and
telecommunication  services, as  well as the systems of customers and suppliers.

                                       17

                                    FORM 10-Q

                          NICHOLS RESEARCH CORPORATION

         In response  to the Year 2000  problem,  the  Company  has  developed a
compliance  program to  evaluate  and address  date  related  problems  with the
Company's internal systems, services,  products, and the systems and products of
the Company's  vendors and suppliers.  The compliance  program is managed by the
Vice President of Corporate  Information Systems and Services,  and is patterned
after the United States General Accounting Office (GAO) and Office of Management
and Budget project  management model. The Company's Year 2000 compliance program
includes five major phases:

         Awareness  Phase.  The Year 2000 problem is defined and managers at the
executive  level are educated  about  potential  date  related  problems and the
potential  impact to the Company and its customers  from Year 2000 date handling
errors.  A Year 2000  program  team is  established  and an overall  strategy is
developed.

         Assessment  Phase.  The Year 2000 program  team  assesses the Year 2000
impact on the Company by: (i)  identifying  core business  areas and  processes;
(ii)  performing  an  inventory  and  analysis  of systems  supporting  the core
business areas; (iii) contacting third party service providers, and software and
hardware vendors to determine Year 2000 issues and their plans for becoming Year
2000 compliant; and (iv) prioritizing conversion or replacement of systems.

         Renovation  Phase.  The Year  2000  program  team  corrects  Year  2000
problems  identified  in the  Assessment  Phase by modifying  program  software,
updating databases, replacing systems or utilizing other appropriate methods.

         Implementation Phase. The Year 2000 program team tests,  verifies,  and
validates converted or replaced systems,  applications,  databases and utilities
within a limited operational environment.

         Validation Phase. The Year 2000 program team fully implements converted
or  replaced  systems,  applications,  databases  and  utilities.  The Year 2000
program team also performs extensive testing of all system changes.

         As part of the awareness phase the Company has reviewed

       - Mission Essential Software Systems
       - Mission Essential Computational Systems (hardware)
       - Mission Essential Facilities Systems, including elevators,  heating and
         air conditioning systems, photocopying machines and utility services
       - Mission Essential Network Systems
       - Customer Software Services, provided by the Company's business units
       - Mission Essential Vendor-Supplied Software and Services


                                       18

                                    FORM 10-Q

                          NICHOLS RESEARCH CORPORATION

         The Company considers a system "mission essential" if a failure in that
system  would  materially   disrupt  the  ability  of  the  Company  to  perform
contractual  services or to process business information in a timely manner. The
Company  monitors the status of its Year 2000  compliance  program and routinely
updates its Intranet to provide compliance data to its managers and employees.

         The   Company   provides  services   and   products    to   the    U.S.
Government pursuant to specific contractual terms and exact specifications.  The
Company  believes that it will be responsible  for upgrading only those services
or  products  that  specify  Year  2000  compliance  and do not  yet  meet  this
requirement.  The  Company  is not  currently  aware  of any  such  services  or
products.

STATUS AND TIMETABLE FOR YEAR 2000 COMPLIANCE

         The  Company  has  developed  a  master  timetable  for its  Year  2000
compliance  program.  The  updated  status of each  major  category  of  mission
essential systems is as follows:

              System Category                     Phase         Estimated Date
                                                                For Compliance
- -----------------------------------------      ----------      -----------------
Mission Essential Software Systems             Validation        Completed
- -----------------------------------------      ----------      -----------------
Mission Essential Computational Systems        Validation        Completed
- -----------------------------------------      ----------      -----------------
Mission Essential Network Systems              Validation        Completed
- -----------------------------------------      ----------      -----------------
Mission Essential Facilities Systems           Validation        Completed
- -----------------------------------------      ----------      -----------------
Mission Essential Customer Systems             Validation        Completed
- -----------------------------------------      ----------      -----------------
Mission Essential Vendor-Supplied Services     Validation        Unknown
- -----------------------------------------      ----------      -----------------

         The  phases  listed  above  represent  the  status of the  majority  of
products within each category. There may be, within each "system," components at
a lower or higher phase in the Year 2000 assessment.

                                       19

                                    FORM 10-Q

                          NICHOLS RESEARCH CORPORATION

CONTINGENCY PLANS


         The Company has completed the  validation phase for each of its mission
essential  systems. Contingency plans for upgrading   microcomputers  that might
have been  overlooked  in the  remediation  process and for facility  items that
might have  unforeseen  problems  are in place.  The Company has  minimized  its
exposure to Year 2000 failures of vendor  supplied  products by adding Year 2000
compliance as a standard condition to its purchase orders.  These contracts also
reference  Federal  Acquisition  Regulation  39.106,  which  addresses Year 2000
compliance issues. The Company has negotiated a Risk Management Insurance Policy
designed to protect  the Company in the event that it is involved in  litigation
arising from errors and omissions relating to Year 2000 issues.

COST FOR YEAR 2000 COMPLIANCE

         The Company  believes  that the total cost of its Year 2000  compliance
activity will not be material to the Company's operation, liquidity, and capital
resources.  The  Company  estimates  that  the  total  cost  for its  Year  2000
compliance  will  be  $688,500  which  represents   11,475  hours  of  analysis,
modification, and testing, and $34,500 for new equipment purchases. To date, the
Company has completed  11,000 hours of Year 2000 compliance  work, and purchased
new  equipment   valued  at  $27,000,   for  a  total  cost  of  $676,800.   All
mission-essential  systems  are Year 2000  compliant.  The  remaining  labor and
equipment  dollars will be used to continue  Year 2000 reviews of suppliers  and
non-essential systems.

YEAR 2000 RISKS FACED BY THE COMPANY

         Although the Company believes that its Year 2000 compliance  program is
comprehensive,  the Company may not be able to identify,  successfully remedy or
assess all date-handling problems in its business systems or operations or those
of its customers and suppliers.  As a result, the Year 2000 problem could have a
materially  adverse  affect on the Company's  business,  financial  condition or
results of operations.

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

         Not Applicable.


                                       20



                                    FORM 10-Q

                          NICHOLS RESEARCH CORPORATION

PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

         Pursuant  to a purchase  agreement  dated April 15,  1998,  the Company
purchased all of the capital stock of Mnemonic  Systems,  Inc. (MSI), from Artis
B. Isaac (Isaac).  On July 1, 1998,  Forensic  Technology WAI, Inc.  (Forensic),
filed suit against MSI in United States District Court for the Eastern  District
of Virginia, Alexandria Division, seeking injunctive relief, as well as monetary
damages.  Forensic  alleged that the DRUGFIRE system offered by MSI and used for
the examination of fired  cartridges  infringed a United States patent issued to
Forensic  on August 5, 1997.  MSI denied the  allegation  of  infringement,  and
sought to have the  patent  invalidated  on  several  grounds.  This  matter was
settled   on  March 1, 1999,  by  the   parties  by  an agreement  that entitles
MSI to use the technology  allegedly  covered by the patent in the United States
on a royalty-free  basis.  MSI agreed to cease use of the  technology  allegedly
covered  by the  patent  in other  countries.  No  damages  were  paid by MSI in
connection  with the  settlement  of the  litigation.  The  Company  is  seeking
recovery of its attorney fees and other damages  related to this litigation from
Isaac pursuant to an indemnity agreement.

                                       21



                                    FORM 10-Q

                          NICHOLS RESEARCH CORPORATION

Item 6 - Exhibits and Reports on Form 8-K

(a)    Exhibits.

       Exhibit No.                                     Description
       -----------                                     -----------

           27                                    Financial Data Schedule

(b) The Company  has not filed any reports on Form 8-K during the quarter  ended
    May 31, 1999.


                                       22



                                    FORM 10-Q

                          NICHOLS RESEARCH CORPORATION


                                   SIGNATURES

                            MANAGEMENT REPRESENTATION

The  accompanying  unaudited  Consolidated  Balance  Sheets at May 31, 1999, and
August 31, 1998 as well as the Consolidated  Statements of Income,  Consolidated
Statements of Changes in  Stockholders'  Equity and  Consolidated  Statements of
Cash Flows for the nine months ended May 31, 1999 and 1998,  have been  prepared
in  accordance  with  instructions  to Form 10-Q and do not  include  all of the
information and footnotes required by generally accepted  accounting  principles
for  complete  financial   statements.   In  the  opinion  of  management,   all
adjustments,  consisting only of normal recurring accruals, considered necessary
for a fair presentation have been included.






July 15, 1999                                 By:  Allen E. Dillard
- -------------                                      ----------------
Date                                               Allen E. Dillard
                                                   Vice President and Chief
                                                   Financial Officer (Principal
                                                   Financial and Accounting
                                                   Officer)


Pursuant  to the  requirements  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.


                                             NICHOLS RESEARCH CORPORATION




July 15, 1999                                By:  Allen E. Dillard
- -------------                                     ----------------
Date                                              Allen E. Dillard
                                                  Vice President and Chief
                                                  Financial Officer (Principal
                                                  Financial and Accounting
                                                  Officer)

                                       23