<PAGE>
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 17, 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 RETIREMENT SAVINGS 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 (1)        PER SHARE               PRICE               FEE
-----------------------------------------------------------------------------------------------------------------------
<S>                                        <C>               <C>                   <C>                   <C>
Interests in the Veridian Retirement        Indeterminate            N/A                   N/A                N/A
Savings Plan
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Pursuant to Rule 416(c), this registration statement covers an
     indeterminable amount of interests to be offered or sold pursuant to the
     employee benefit plan described herein. In accordance with Rule
     457(h)(2), no fee calculations are made for plan interests.

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

<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 (the "Commission"):

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

         (2)      The quarterly report on Form 10-Q for the period ended June
                  30, 2002 as filed with the Commission on August 14, 2002.

         (3)      The current report on Form 8-K as filed with the Commission
                  on August 14, 2002.

         (4)      The annual report on Form 11-K as filed with the Commission
                  on September 17, 2002.

         (5)      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 this registration statement 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
this registration statement. 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

         Not applicable.

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

                                     -2-

<PAGE>

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

                                     -3-

<PAGE>

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

<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).

         *23.1             Consent of KPMG LLP.

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

         *23.3             Consent of PricewaterhouseCoopers LLP.

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

         +99.1             Amended and Restated Veridian Retirement Savings Plan
                           (filed as Exhibit 10.23 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>

         The Company undertakes that it will submit or has submitted the
         Veridian Retirement Savings Plan (the "Plan") and any amendment thereto
         to the Internal Revenue Service ("IRS") in a timely manner, and has
         made or will make all changes required by the IRS in order to qualify
         the Plan.

----------------------------
+ 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 this 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 this 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;

                                     -4-

<PAGE>

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

                                     -5-


<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, Commonwealth
of Virginia, on September 17, 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 September 17, 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
            James P. Allen                                                       Officer)

     /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
</TABLE>

                                     -6-

<PAGE>


<TABLE>
<S>                                        <C>
        /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>

         Pursuant to the requirements of the Securities Act of 1933, the
trustees have duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Arlington, Commonwealth of Virginia, on September 17, 2002.

                               VERIDIAN RETIREMENT SAVINGS PLAN



                               By:         /s/ David H. Langstaff
                                    ------------------------------------
                                             David H. Langstaff
                                                 Co-Trustee



                               By:           /s/ James P. Allen
                                    ------------------------------------
                                               James P. Allen
                                                 Co-Trustee




                                     -7-

<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).

         *23.1             Consent of KPMG LLP.

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

         *23.3             Consent of PricewaterhouseCoopers LLP.

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

         +99.1             Amended and Restated Veridian Retirement Savings Plan
                           (filed as Exhibit 10.23 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.

                                     -8-
[{"type": "S-8", "sequence": "1", "filename": "w64002sv8.txt", "description": "FORM S-8", "secsgml_size_bytes": 26964}]
{"company-data": {"conformed-name": "VERIDIAN CORP", "cik": "0001095901", "assigned-sic": "7373", "irs-number": "541387657"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-99701", "film-number": "02766362"}, "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 SEPTEMBER 17, 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 RETIREMENT SAVINGS 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 (1)        PER SHARE               PRICE               FEE
-----------------------------------------------------------------------------------------------------------------------
Interests in the Veridian Retirement        Indeterminate            N/A                   N/A                N/A
Savings Plan
-----------------------------------------------------------------------------------------------------------------------
(1)  Pursuant to Rule 416(c), this registration statement covers an
     indeterminable amount of interests to be offered or sold pursuant to the
     employee benefit plan described herein. In accordance with Rule
     457(h)(2), no fee calculations are made for plan interests.

================================================================================
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 (the "Commission"):

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

         (2)      The quarterly report on Form 10-Q for the period ended June
                  30, 2002 as filed with the Commission on August 14, 2002.

         (3)      The current report on Form 8-K as filed with the Commission
                  on August 14, 2002.

         (4)      The annual report on Form 11-K as filed with the Commission
                  on September 17, 2002.

         (5)      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 this registration statement 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
this registration statement. 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

         Not applicable.

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

                                     -2-
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

                                     -3-
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).

         *23.1             Consent of KPMG LLP.

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

         *23.3             Consent of PricewaterhouseCoopers LLP.

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

         +99.1             Amended and Restated Veridian Retirement Savings Plan
                           (filed as Exhibit 10.23 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).
The Company undertakes that it will submit or has submitted the
         Veridian Retirement Savings Plan (the "Plan") and any amendment thereto
         to the Internal Revenue Service ("IRS") in a timely manner, and has
         made or will make all changes required by the IRS in order to qualify
         the Plan.

----------------------------
+ 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 this 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 this 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;

                                     -4-
(iii)    To include any material information with respect to
         the plan of distribution not previously disclosed in this
         registration statement or any material change to such information in
         this 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 this
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.

                                     -5-
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, Commonwealth
of Virginia, on September 17, 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 September 17, 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
            James P. Allen                                                       Officer)

     /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
-6-
/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
Pursuant to the requirements of the Securities Act of 1933, the
trustees have duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Arlington, Commonwealth of Virginia, on September 17, 2002.

                               VERIDIAN RETIREMENT SAVINGS PLAN

                               By:         /s/ David H. Langstaff
                                    ------------------------------------
                                             David H. Langstaff
                                                 Co-Trustee

                               By:           /s/ James P. Allen
                                    ------------------------------------
                                               James P. Allen
                                                 Co-Trustee

                                     -7-
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).

         *23.1             Consent of KPMG LLP.

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

         *23.3             Consent of PricewaterhouseCoopers LLP.

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

         +99.1             Amended and Restated Veridian Retirement Savings Plan
                           (filed as Exhibit 10.23 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.

                                     -8-