<PAGE>
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 30, 2002
                                                        REGISTRATION NO. 333-
===============================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                               ---------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

                             VERIDIAN CORPORATION
            (Exact name of registrant as specified in its charter)

                 DELAWARE                                      54-1387657
       (State or other jurisdiction                         (I.R.S. Employer
    of incorporation or organization)                    Identification Number)

   1200 SOUTH HAYES STREET, SUITE 1100
           ARLINGTON, VIRGINIA                                   22202
 (Address of Principal Executive Offices)                      (Zip Code)

                             VERIDIAN CORPORATION
                          2000 STOCK INCENTIVE PLAN
                           (Full title of the plan)

                              DAVID H. LANGSTAFF
                             VERIDIAN CORPORATION
                     1200 SOUTH HAYES STREET, SUITE 1100
                          ARLINGTON, VIRGINIA 22202
                                (703) 575-3100
          (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

                               ---------------

                                  COPIES TO:
                                JAMES V. BAIRD
                            ANDREWS & KURTH L.L.P.
                            600 TRAVIS, SUITE 4200
                             HOUSTON, TEXAS 77002
                                (713) 220-4200

                               ---------------

                       CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                                                               PROPOSED MAXIMUM      PROPOSED MAXIMUM      AMOUNT OF
           TITLE OF SECURITIES               AMOUNT TO BE       OFFERING PRICE      AGGREGATE OFFERING   REGISTRATION
            TO BE REGISTERED                  REGISTERED          PER SHARE               PRICE               FEE
-----------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                 <C>                  <C>                  <C>
Common Stock, par value $0.0001 per        2,754,003 shares         $15.33              $42,218,866          $3,884
share (1)
-----------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.0001 per
share (2)                                  1,281,145 shares         $18.25              $23,380,896          $2,151
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Represents shares of common stock reserved for issuance pursuant to stock
     options having a weighted average exercise price of $15.33 granted pursuant
     to the Veridian Corporation 2000 Stock Incentive Plan. The registration fee
     for such shares was calculated in accordance with Rule 457(h)(1) under
     the Securities Act of 1933, as amended, based on the weighted average
     exercise price of such options. Pursuant to Rule 416(a), there is also
     being registered such additional number of shares of Common Stock that
     become available under the foregoing plan in connection with certain
     exchanges in the number of outstanding Common Stock because of events
     such as recapitalizations, stock dividends, stock splits, reverse stock
     splits or similar transactions.

(2)  Represents shares of common stock reserved for issuance under the
     Veridian Corporation 2000 Stock Incentive Plan. The registration fee for
     such shares was calculated in accordance with Rule 457(h)(1) under the
     Securities Act of 1933, as amended, based on the average of the high and
     low prices of the shares on July 26, 2002 as reported on the New York
     Stock Exchange. Pursuant to Rule 416(a), there is also being registered
     such additional number of shares of Common Stock that become available
     under the foregoing plan in connection with certain exchanges in the
     number of outstanding Common Stock because of events such as
     recapitalizations, stock dividends, stock splits, reverse stock splits or
     similar transactions.

===============================================================================

                                     -1-

<PAGE>

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The document(s) containing the information required in Part I of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1) under
the Securities Act of 1933, as amended. These documents and the documents
incorporated herein by reference pursuant to Item 3 of Part II of this
registration statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.


                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         Veridian Corporation (the "Company") incorporates by reference in
this registration statement the following documents filed with the Securities
and Exchange Commission:

         (1)      The registration statement on Form S-1 (File No. 333-83792)
                  under the Securities Act, in the form declared effective on
                  June 4, 2002, including the prospectus dated June 4, 2002 as
                  filed by us with the Commission under Rule 424(b)(4) on June
                  5, 2002.

         (2)      The description of our common stock set forth under the
                  caption "Description of Registrant's Securities to be
                  Registered" in our registration statement on Form 8-A filed
                  with the Commission on May 28, 2002, including all
                  amendments and reports filed for the purpose of updating
                  such descriptions.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this registration
statement and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated herein by reference shall be deemed to be modified
or superseded for purposes of the registration statement and the prospectus to
the extent that a statement contained herein or in any subsequently filed
document which also is, or is deemed to be, incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of the registration statement or the prospectus. The
Company's file number with the Commission is 001-31342.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the shares of common stock to be issued pursuant to
this registration statement will be passed upon for the Company by Andrews &
Kurth L.L.P., Houston, Texas. As of the date hereof, attorneys employed by the
law firm of Andrews & Kurth L.L.P. who have participated in the preparation of
this registration statement hold 3,048 shares of our common stock with a
market value as of July 26, 2002 of approximately $55,626.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Subsection (a) of Section 145 of the General Corporation Law of the
State of Delaware empowers a corporation to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
if he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.

<PAGE>

         Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted
in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation, except that no indemnification may
be made in respect of any claim, issue or matter as to which such person shall
have been made to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.

         Section 145 further provides that to the extent a present or former
director or officer of a corporation has been successful on the merits or
otherwise in the defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith; the
indemnification provided for by Section 145 shall not be deemed exclusive of
any other rights to which the indemnified party may be entitled; the
indemnification provided for by Section 145 shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of such
person's heirs, executors and administrators; and empowers the corporation to
purchase and maintain insurance on behalf of any person who is or was a
director or officer of the corporation against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liabilities under Section 145.

         Section 102(b)(7) of the General Corporation Law of the State of
Delaware provides that a certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision shall not eliminate or limit
the liability of a director: (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the Delaware General Corporation Law or
(iv) for any transaction from which the director derived an improper personal
benefit.

         Section 5.2 of the Company's Second Amended and Restated Certificate
         of Incorporation states that:

         "To the fullest extent now or hereafter permitted by the DGCL, no
         person who is or was a director of the Corporation shall be
         personally liable to the Corporation or its stockholders for monetary
         damages for breach of fiduciary duty as a director. No amendment to
         or repeal of this Section 5.2 shall apply to or have any effect on
         the liability of any director for or with respect to acts or
         omissions occurring prior to such amendment or repeal."

         Article VIII of the Company's Second Amended and Restated Certificate
         of Incorporation further states that:

         "The Corporation shall indemnify, to the fullest extent permitted by
         applicable law and pursuant to the Bylaws, each person who is or was
         a director or officer of the Corporation, and may indemnify each
         employee and agent of the Corporation and all other persons whom the
         Corporation is authorized to indemnify under the provisions of the
         DGCL."

         Article VIII of the Company's Amended and Restated Bylaws further
provides that the Company shall indemnify its officers, directors, employees
and agents to the fullest extent permitted by law. Pursuant to such provision,
the Company has entered into separate indemnification agreements with each of
its directors which may require the Company, among other things, to indemnify
such directors against certain liabilities that may arise by reason of their
status or service as directors to the maximum extent permitted under Delaware
law. In addition, the Company has obtained an insurance policy providing for
indemnification of officers and directors of the Company and certain other
persons against liabilities and expenses incurred by any of them in certain
stated proceedings and under certain stated conditions.

         Reference is made to Item 9 for our undertakings with respect to
indemnification for liabilities arising under the Securities Act of 1933.

<PAGE>

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS


<TABLE>
<CAPTION>
     Exhibit
     Number       Description
     ------       -----------
<S>              <C>

     +4.1         Second Amended and Restated Certificate of Incorporation of
                  Veridian Corporation (filed as Exhibit 3.1 to Veridian
                  Corporation's Registration Statement on Form S-1
                  (No. 333-83792), as filed with the Commission on
                  March 6, 2002, as amended, and incorporated by reference
                  herein).

     +4.2         Restated Bylaws of Veridian Corporation (filed as Exhibit
                  3.2 to Veridian Corporation's Registration Statement on Form
                  S-1 (No. 333-83792), as filed with the Commission on
                  March 6, 2002, as amended, and incorporated by reference
                  herein).

     +4.3         Specimen of Common Stock Certificate (filed as Exhibit 4.1
                  to Veridian Corporation's Registration Statement on Form S-1
                  (No. 333-83792), as filed with the Commission on
                  March 6, 2002, as amended, and incorporated by reference
                  herein).

     *5.1         Opinion of Andrews & Kurth L.L.P. with respect to legality
                  of the securities.

     *23.1        Consent of KPMG LLP.

     *23.2        Consent of Block, Plant, Eisner, Fiorito & Belak-Berger.

     *23.3        Consent of PricewaterhouseCoopers LLP.

     *23.4        Consent of Andrews & Kurth L.L.P. (included as part of
                  Exhibit 5.1).

     *24.1        Power of Attorney (set forth on the signature page of this
                  registration statement).

     +99.1        Veridian Corporation 2000 Stock Incentive Plan (filed as
                  Exhibit 10.22 to Veridian Corporation's Registration
                  Statement on Form S-1 (No. 333-83792), as filed with the
                  Commission on March 6, 2002, as amended, and incorporated by
                  reference herein).
</TABLE>

------------------
+ Incorporated by reference.
* Filed herewith.

ITEM 9.  UNDERTAKINGS

(a)      The undersigned registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                  (i)      To include any prospectus required by Section
         10(a)(3) of the Securities Act of 1933;

                  (ii)     To reflect in the prospectus any facts or events
         arising after the effective date of the registration statement (or
         the most recent post-effective amendment thereof) which, individually
         or in the aggregate, represent a fundamental change in the
         information set forth in the registration statement. Notwithstanding
         the foregoing, any increase or decrease in volume of securities
         offered (if the total dollar value of securities offered would not
         exceed that which was registered) and any deviation from the low or
         high end of the estimated maximum offering range may be reflected in
         the form of prospectus filed with the Commission pursuant to Rule
         424(b) if, in the aggregate, the changes in volume and price
         represent no more than a 20% change in the maximum aggregate offering
         price set forth in the "Calculation of Registration Fee" table in the
         effective registration statement;

                  (iii)    To include any material information with respect to
         the plan of distribution not previously disclosed in the registration
         statement or any material change to such information in the
         registration statement;


<PAGE>

         (2)      That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

         (3)      To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b)      The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(c)      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment of the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.



<PAGE>


                                  SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Arlington, State of
Virginia, on July 30, 2002.



                               VERIDIAN CORPORATION



                               By:             /s/ DAVID H. LANGSTAFF
                                  ----------------------------------------------
                                                  David H. Langstaff
                                         President and Chief Executive Officer

                              POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of Veridian Corporation hereby constitutes and appoints David H.
Langstaff, James P. Allen and Jerald S. Howe, Jr., and each of them (with full
power to each of them to act alone), his true and lawful attorney-in-fact and
agent, with full power of substitution, for him and on his behalf and in his
name, place and stead, in any and all capacities, to sign, execute and file
this registration statement under the Securities Act of 1933, as amended, and
any or all amendments (including, without limitation, post-effective
amendments), with all exhibits and any and all documents required to be filed
with respect thereto, with the Securities and Exchange Commission or any
regulatory authority, granting unto such attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in order to effectuate the same,
as fully to all intents and purposes as he himself might or could do if
personally present, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 30, 2002.

<TABLE>
<CAPTION>
            Signature                                                              Title
            ---------                                                              -----
<S>                                                     <C>
        /s/David H. Langstaff                              President, Chief Executive Officer and Vice Chairman of the
-------------------------------------                           Board of Directors (Principal Executive Officer)
          David H. Langstaff

          /s/James P. Allen                               Senior Vice President and Chief Financial Officer (Principal
-------------------------------------                          Financial Officer and Principal Accounting Officer)
            James P. Allen

     /s/ Dr. Joseph P. Allen, IV                                        Chairman of the Board of Directors
-------------------------------------
       Dr. Joseph P. Allen, IV

          /s/Michael A. Bell                                                         Director
-------------------------------------
           Michael A. Bell

       /s/Dr. Joel S. Birnbaum                                                       Director
-------------------------------------
         Dr. Joel S. Birnbaum

         /s/Russell P. Fradin                                                        Director
-------------------------------------
          Russell P. Fradin

         /s/George R. Hornig                                                         Director
-------------------------------------
           George R. Hornig

        /s/James J. Kozlowski                                                        Director
-------------------------------------
          James J. Kozlowski

        /s/ Lynn Amato Madonna                                                       Director
-------------------------------------
          Lynn Amato Madonna

        /s/Dr. Sally K. Ride                                                         Director
-------------------------------------
          Dr. Sally K. Ride

        /s/ Charles J. Simons                                                        Director
-------------------------------------
          Charles J. Simons
</TABLE>


<PAGE>


                                EXHIBIT INDEX

<TABLE>
<CAPTION>
     Exhibit
     Number       Description
    --------     -------------
<S>              <C>
     +4.1         Second Amended and Restated Certificate of Incorporation of
                  Veridian Corporation (filed as Exhibit 3.1 to Veridian
                  Corporation's Registration Statement on Form S-1 (No.
                  333-83792), as filed with the Commission on March 6, 2002,
                  as amended, and incorporated by reference herein).

     +4.2         Restated Bylaws of Veridian Corporation (filed as Exhibit
                  3.2 to Veridian Corporation's Registration Statement on Form
                  S-1 (No. 333-83792), as filed with the Commission on
                  March 6, 2002, as amended, and incorporated by reference
                  herein).

     +4.3         Specimen of Common Stock Certificate (filed as Exhibit 4.1
                  to Veridian Corporation's Registration Statement on Form S-1
                  (No. 333-83792), as filed with the Commission on
                  March 6, 2002, as amended, and incorporated by reference
                  herein).

     *5.1         Opinion of Andrews & Kurth  L.L.P. with respect to legality
                  of the securities.

     *23.1        Consent of KPMG LLP.

     *23.2        Consent of Block, Plant, Eisner, Fiorito & Belak-Berger.

     *23.3        Consent of PricewaterhouseCoopers LLP.

     *23.4        Consent of Andrews & Kurth L.L.P. (included as part of
                  Exhibit 5.1).

     *24.1        Power of Attorney (set forth on the signature page of this
                  registration statement).

     +99.1       Veridian Corporation 2000 Stock Incentive Plan (filed as
                 Exhibit 10.22 to Veridian Corporation's Registration Statement
                 on Form S-1 (No. 333-83792), as filed with the Commission on
                 March 6, 2002, as amended, and incorporated by reference
                 herein).
</TABLE>

---------------------
+ Incorporated by reference.
* Filed herewith.
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{"company-data": {"conformed-name": "VERIDIAN CORP", "cik": "0001095901", "assigned-sic": "7373", "irs-number": "541387657"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-97329", "film-number": "02714594"}, "business-address": {"street1": "1200 SOUTH HAYES ST.", "street2": "SUITE 1100", "city": "ARLINGTON", "state": "VA", "zip": "22202", "phone": "7035753100"}, "mail-address": {"street1": "1200 SOUTH HAYES ST.", "street2": "SUITE 1100", "city": "ARLINGTON", "state": "VA", "zip": "22202"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 30, 2002
                                                        REGISTRATION NO. 333-
===============================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                               ---------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

                             VERIDIAN CORPORATION
            (Exact name of registrant as specified in its charter)

                 DELAWARE                                      54-1387657
       (State or other jurisdiction                         (I.R.S. Employer
    of incorporation or organization)                    Identification Number)

   1200 SOUTH HAYES STREET, SUITE 1100
           ARLINGTON, VIRGINIA                                   22202
 (Address of Principal Executive Offices)                      (Zip Code)

                             VERIDIAN CORPORATION
                          2000 STOCK INCENTIVE PLAN
                           (Full title of the plan)

                              DAVID H. LANGSTAFF
                             VERIDIAN CORPORATION
                     1200 SOUTH HAYES STREET, SUITE 1100
                          ARLINGTON, VIRGINIA 22202
                                (703) 575-3100
          (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

                               ---------------

                                  COPIES TO:
                                JAMES V. BAIRD
                            ANDREWS & KURTH L.L.P.
                            600 TRAVIS, SUITE 4200
                             HOUSTON, TEXAS 77002
                                (713) 220-4200

                               ---------------

                       CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------
                                                               PROPOSED MAXIMUM      PROPOSED MAXIMUM      AMOUNT OF
           TITLE OF SECURITIES               AMOUNT TO BE       OFFERING PRICE      AGGREGATE OFFERING   REGISTRATION
            TO BE REGISTERED                  REGISTERED          PER SHARE               PRICE               FEE
-----------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.0001 per        2,754,003 shares         $15.33              $42,218,866          $3,884
share (1)
-----------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.0001 per
share (2)                                  1,281,145 shares         $18.25              $23,380,896          $2,151
-----------------------------------------------------------------------------------------------------------------------
(1)  Represents shares of common stock reserved for issuance pursuant to stock
     options having a weighted average exercise price of $15.33 granted pursuant
     to the Veridian Corporation 2000 Stock Incentive Plan. The registration fee
     for such shares was calculated in accordance with Rule 457(h)(1) under
     the Securities Act of 1933, as amended, based on the weighted average
     exercise price of such options. Pursuant to Rule 416(a), there is also
     being registered such additional number of shares of Common Stock that
     become available under the foregoing plan in connection with certain
     exchanges in the number of outstanding Common Stock because of events
     such as recapitalizations, stock dividends, stock splits, reverse stock
     splits or similar transactions.

(2)  Represents shares of common stock reserved for issuance under the
     Veridian Corporation 2000 Stock Incentive Plan. The registration fee for
     such shares was calculated in accordance with Rule 457(h)(1) under the
     Securities Act of 1933, as amended, based on the average of the high and
     low prices of the shares on July 26, 2002 as reported on the New York
     Stock Exchange. Pursuant to Rule 416(a), there is also being registered
     such additional number of shares of Common Stock that become available
     under the foregoing plan in connection with certain exchanges in the
     number of outstanding Common Stock because of events such as
     recapitalizations, stock dividends, stock splits, reverse stock splits or
     similar transactions.

===============================================================================

                                     -1-
PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The document(s) containing the information required in Part I of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1) under
the Securities Act of 1933, as amended. These documents and the documents
incorporated herein by reference pursuant to Item 3 of Part II of this
registration statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         Veridian Corporation (the "Company") incorporates by reference in
this registration statement the following documents filed with the Securities
and Exchange Commission:

         (1)      The registration statement on Form S-1 (File No. 333-83792)
                  under the Securities Act, in the form declared effective on
                  June 4, 2002, including the prospectus dated June 4, 2002 as
                  filed by us with the Commission under Rule 424(b)(4) on June
                  5, 2002.

         (2)      The description of our common stock set forth under the
                  caption "Description of Registrant's Securities to be
                  Registered" in our registration statement on Form 8-A filed
                  with the Commission on May 28, 2002, including all
                  amendments and reports filed for the purpose of updating
                  such descriptions.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this registration
statement and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated herein by reference shall be deemed to be modified
or superseded for purposes of the registration statement and the prospectus to
the extent that a statement contained herein or in any subsequently filed
document which also is, or is deemed to be, incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of the registration statement or the prospectus. The
Company's file number with the Commission is 001-31342.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the shares of common stock to be issued pursuant to
this registration statement will be passed upon for the Company by Andrews &
Kurth L.L.P., Houston, Texas. As of the date hereof, attorneys employed by the
law firm of Andrews & Kurth L.L.P. who have participated in the preparation of
this registration statement hold 3,048 shares of our common stock with a
market value as of July 26, 2002 of approximately $55,626.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Subsection (a) of Section 145 of the General Corporation Law of the
State of Delaware empowers a corporation to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
if he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted
in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation, except that no indemnification may
be made in respect of any claim, issue or matter as to which such person shall
have been made to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.

         Section 145 further provides that to the extent a present or former
director or officer of a corporation has been successful on the merits or
otherwise in the defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith; the
indemnification provided for by Section 145 shall not be deemed exclusive of
any other rights to which the indemnified party may be entitled; the
indemnification provided for by Section 145 shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of such
person's heirs, executors and administrators; and empowers the corporation to
purchase and maintain insurance on behalf of any person who is or was a
director or officer of the corporation against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liabilities under Section 145.

         Section 102(b)(7) of the General Corporation Law of the State of
Delaware provides that a certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision shall not eliminate or limit
the liability of a director: (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the Delaware General Corporation Law or
(iv) for any transaction from which the director derived an improper personal
benefit.

         Section 5.2 of the Company's Second Amended and Restated Certificate
         of Incorporation states that:

         "To the fullest extent now or hereafter permitted by the DGCL, no
         person who is or was a director of the Corporation shall be
         personally liable to the Corporation or its stockholders for monetary
         damages for breach of fiduciary duty as a director. No amendment to
         or repeal of this Section 5.2 shall apply to or have any effect on
         the liability of any director for or with respect to acts or
         omissions occurring prior to such amendment or repeal."

         Article VIII of the Company's Second Amended and Restated Certificate
         of Incorporation further states that:

         "The Corporation shall indemnify, to the fullest extent permitted by
         applicable law and pursuant to the Bylaws, each person who is or was
         a director or officer of the Corporation, and may indemnify each
         employee and agent of the Corporation and all other persons whom the
         Corporation is authorized to indemnify under the provisions of the
         DGCL."

         Article VIII of the Company's Amended and Restated Bylaws further
provides that the Company shall indemnify its officers, directors, employees
and agents to the fullest extent permitted by law. Pursuant to such provision,
the Company has entered into separate indemnification agreements with each of
its directors which may require the Company, among other things, to indemnify
such directors against certain liabilities that may arise by reason of their
status or service as directors to the maximum extent permitted under Delaware
law. In addition, the Company has obtained an insurance policy providing for
indemnification of officers and directors of the Company and certain other
persons against liabilities and expenses incurred by any of them in certain
stated proceedings and under certain stated conditions.

         Reference is made to Item 9 for our undertakings with respect to
indemnification for liabilities arising under the Securities Act of 1933.
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS
Exhibit
     Number       Description
     ------       -----------
+4.1         Second Amended and Restated Certificate of Incorporation of
                  Veridian Corporation (filed as Exhibit 3.1 to Veridian
                  Corporation's Registration Statement on Form S-1
                  (No. 333-83792), as filed with the Commission on
                  March 6, 2002, as amended, and incorporated by reference
                  herein).

     +4.2         Restated Bylaws of Veridian Corporation (filed as Exhibit
                  3.2 to Veridian Corporation's Registration Statement on Form
                  S-1 (No. 333-83792), as filed with the Commission on
                  March 6, 2002, as amended, and incorporated by reference
                  herein).

     +4.3         Specimen of Common Stock Certificate (filed as Exhibit 4.1
                  to Veridian Corporation's Registration Statement on Form S-1
                  (No. 333-83792), as filed with the Commission on
                  March 6, 2002, as amended, and incorporated by reference
                  herein).

     *5.1         Opinion of Andrews & Kurth L.L.P. with respect to legality
                  of the securities.

     *23.1        Consent of KPMG LLP.

     *23.2        Consent of Block, Plant, Eisner, Fiorito & Belak-Berger.

     *23.3        Consent of PricewaterhouseCoopers LLP.

     *23.4        Consent of Andrews & Kurth L.L.P. (included as part of
                  Exhibit 5.1).

     *24.1        Power of Attorney (set forth on the signature page of this
                  registration statement).

     +99.1        Veridian Corporation 2000 Stock Incentive Plan (filed as
                  Exhibit 10.22 to Veridian Corporation's Registration
                  Statement on Form S-1 (No. 333-83792), as filed with the
                  Commission on March 6, 2002, as amended, and incorporated by
                  reference herein).
------------------
+ Incorporated by reference.
* Filed herewith.

ITEM 9.  UNDERTAKINGS

(a)      The undersigned registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                  (i)      To include any prospectus required by Section
         10(a)(3) of the Securities Act of 1933;

                  (ii)     To reflect in the prospectus any facts or events
         arising after the effective date of the registration statement (or
         the most recent post-effective amendment thereof) which, individually
         or in the aggregate, represent a fundamental change in the
         information set forth in the registration statement. Notwithstanding
         the foregoing, any increase or decrease in volume of securities
         offered (if the total dollar value of securities offered would not
         exceed that which was registered) and any deviation from the low or
         high end of the estimated maximum offering range may be reflected in
         the form of prospectus filed with the Commission pursuant to Rule
         424(b) if, in the aggregate, the changes in volume and price
         represent no more than a 20% change in the maximum aggregate offering
         price set forth in the "Calculation of Registration Fee" table in the
         effective registration statement;

                  (iii)    To include any material information with respect to
         the plan of distribution not previously disclosed in the registration
         statement or any material change to such information in the
         registration statement;
(2)      That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

         (3)      To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b)      The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(c)      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment of the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Arlington, State of
Virginia, on July 30, 2002.

                               VERIDIAN CORPORATION

                               By:             /s/ DAVID H. LANGSTAFF
                                  ----------------------------------------------
                                                  David H. Langstaff
                                         President and Chief Executive Officer

                              POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of Veridian Corporation hereby constitutes and appoints David H.
Langstaff, James P. Allen and Jerald S. Howe, Jr., and each of them (with full
power to each of them to act alone), his true and lawful attorney-in-fact and
agent, with full power of substitution, for him and on his behalf and in his
name, place and stead, in any and all capacities, to sign, execute and file
this registration statement under the Securities Act of 1933, as amended, and
any or all amendments (including, without limitation, post-effective
amendments), with all exhibits and any and all documents required to be filed
with respect thereto, with the Securities and Exchange Commission or any
regulatory authority, granting unto such attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in order to effectuate the same,
as fully to all intents and purposes as he himself might or could do if
personally present, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 30, 2002.
Signature                                                              Title
            ---------                                                              -----
/s/David H. Langstaff                              President, Chief Executive Officer and Vice Chairman of the
-------------------------------------                           Board of Directors (Principal Executive Officer)
          David H. Langstaff

          /s/James P. Allen                               Senior Vice President and Chief Financial Officer (Principal
-------------------------------------                          Financial Officer and Principal Accounting Officer)
            James P. Allen

     /s/ Dr. Joseph P. Allen, IV                                        Chairman of the Board of Directors
-------------------------------------
       Dr. Joseph P. Allen, IV

          /s/Michael A. Bell                                                         Director
-------------------------------------
           Michael A. Bell

       /s/Dr. Joel S. Birnbaum                                                       Director
-------------------------------------
         Dr. Joel S. Birnbaum

         /s/Russell P. Fradin                                                        Director
-------------------------------------
          Russell P. Fradin

         /s/George R. Hornig                                                         Director
-------------------------------------
           George R. Hornig

        /s/James J. Kozlowski                                                        Director
-------------------------------------
          James J. Kozlowski

        /s/ Lynn Amato Madonna                                                       Director
-------------------------------------
          Lynn Amato Madonna

        /s/Dr. Sally K. Ride                                                         Director
-------------------------------------
          Dr. Sally K. Ride

        /s/ Charles J. Simons                                                        Director
-------------------------------------
          Charles J. Simons
EXHIBIT INDEX
Exhibit
     Number       Description
    --------     -------------
+4.1         Second Amended and Restated Certificate of Incorporation of
                  Veridian Corporation (filed as Exhibit 3.1 to Veridian
                  Corporation's Registration Statement on Form S-1 (No.
                  333-83792), as filed with the Commission on March 6, 2002,
                  as amended, and incorporated by reference herein).

     +4.2         Restated Bylaws of Veridian Corporation (filed as Exhibit
                  3.2 to Veridian Corporation's Registration Statement on Form
                  S-1 (No. 333-83792), as filed with the Commission on
                  March 6, 2002, as amended, and incorporated by reference
                  herein).

     +4.3         Specimen of Common Stock Certificate (filed as Exhibit 4.1
                  to Veridian Corporation's Registration Statement on Form S-1
                  (No. 333-83792), as filed with the Commission on
                  March 6, 2002, as amended, and incorporated by reference
                  herein).

     *5.1         Opinion of Andrews & Kurth  L.L.P. with respect to legality
                  of the securities.

     *23.1        Consent of KPMG LLP.

     *23.2        Consent of Block, Plant, Eisner, Fiorito & Belak-Berger.

     *23.3        Consent of PricewaterhouseCoopers LLP.

     *23.4        Consent of Andrews & Kurth L.L.P. (included as part of
                  Exhibit 5.1).

     *24.1        Power of Attorney (set forth on the signature page of this
                  registration statement).

     +99.1       Veridian Corporation 2000 Stock Incentive Plan (filed as
                 Exhibit 10.22 to Veridian Corporation's Registration Statement
                 on Form S-1 (No. 333-83792), as filed with the Commission on
                 March 6, 2002, as amended, and incorporated by reference
                 herein).
---------------------
+ Incorporated by reference.
* Filed herewith.