<PAGE>

      As filed with the Securities and Exchange Commission on May 24, 2002

                                                      Registration No. 333-_____

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                             SRA INTERNATIONAL, INC.
             (Exact Name of Registrant as Specified in Its Charter)

         Delaware                                               54-1360804
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                              Identification No.)

         4350 Fair Lakes Court                                     22033
           Fairfax, Virginia                                     (Zip Code)
(Address of Principal Executive Offices)

                            2002 Stock Incentive Plan
                          Stock Option Plan, as amended
                           Key Employee Incentive Plan
                            (Full Title of the Plans)

                                 Ernst Volgenau
                      President and Chief Executive Officer
                              4350 Fair Lakes Court
                             Fairfax, Virginia 22033
                     (Name and Address of Agent For Service)
                                 (703) 803-1500
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=============================================================================================
Title of Securities                      Proposed            Proposed
to be Registered      Amount to be        Maximum             Maximum        Amount of
                      Registered(1)  Offering Price Per      Aggregate     Registration Fee
                                          Share           Offering Price
---------------------------------------------------------------------------------------------
<S>                   <C>            <C>                  <C>              <C>
Class A Common
Stock, $0.004 par      8,476,349       $10.88(3)         $92,222,678(3)            $8,485
value per share        shares(2)

=============================================================================================
</TABLE>

(1)      In accordance with Rule 416 under the Securities Act of 1933, as
         amended, this registration statement shall be deemed to cover any
         additional securities that may from time to time be offered or issued
         to prevent dilution resulting from stock splits, stock dividends or
         similar transactions.

(2)      Consists of (i) 3,529,411 shares issuable under the 2002 Stock
         Incentive Plan; (ii) 3,630,471 shares issuable under the Stock Option
         Plan, as amended; and (iii) 1,316,467 shares issuable under the Key
         Employee Incentive Plan.

(3)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(h) of the Securities Act of 1933, as amended. The
         price per share and the aggregate offering price are calculated on the
         basis of (a) $5.79, the weighted average exercise price of the
         4,946,938 shares subject to outstanding option grants under the Stock
         Option Plan, as amended, and the Key Employee Incentive Plan, at prices
         ranging from $.06 to $10.15, and (b) the initial public offering price
         of $18.00 per share of the registrant's Class A common stock for the
         3,529,411 shares issuable under the 2002 Stock Incentive Plan which are
         not subject to outstanding options.

<PAGE>


                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Item 1.  Plan Information.

         The information required by Item 1 is included in documents sent or
given to participants in the plans covered by this registration statement
pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act").

         Item 2.  Registrant Information and Employee Plan Annual Information.

         The written statement required by Item 2 is included in documents sent
or given to participants in the plans covered by this registration statement
pursuant to Rule 428(b)(1) of the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3.  Incorporation of Documents by Reference.

         The registrant is subject to the informational and reporting
requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are on file with
the Commission, are incorporated in this registration statement by reference:

         (a) The registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant to
Rule 424(b) under the Securities Act that contains audited financial statements
for the registrant's latest fiscal year for which such statements have been
filed.

         (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above.

         (c) The description of the securities contained in the registrant's
registration statement on Form 8-A filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such description.

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

                                      -1-

<PAGE>

         Item 4.  Description of Securities.

         Not applicable.

         Item 5.  Interests of Named Experts and Counsel.

         Hale and Dorr LLP has opined as to the legality of the securities being
offered by this registration statement.

         Item 6.  Indemnification of Directors and Officers.

         Article SEVENTH of the Registrant's Amended and Restated Certificate of
Incorporation (the "Restated Certificate") provides that, except to the extent
prohibited by the Delaware General Corporation Law (the "DGCL"), the
Registrant's directors shall not be personally liable to the Registrant or its
stockholders for monetary damages for any breach of fiduciary duty as directors
of the Registrant. Under the DGCL, the directors have a fiduciary duty to the
Registrant which is not eliminated by this provision of the Restated Certificate
and, in appropriate circumstances, equitable remedies such as injunctive or
other forms of nonmonetary relief will remain available. In addition, each
director will continue to be subject to liability under the DGCL for breach of
the director's duty of loyalty to the Registrant, for acts or omissions which
are found by a court of competent jurisdiction to be not in good faith or
involving international misconduct, for knowing violations of law, for actions
leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are prohibited by
the DGCL. This provision also does not affect the directors' responsibilities
under any other laws, such as the federal securities laws or state or federal
environmental laws. The Registrant has obtained liability insurance for its
officers and directors.

         Article EIGHTH of the Registrant's Restated Certificate provides that
the Registrant shall indemnify (a) each 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 Registrant), by reason of the
fact that such person is or was, or has agreed to become, a director or officer
of the Registrant, or is or was serving, or has agreed to serve, at the request
of the Registrant, as a director, officer, partner, employee or trustee of, or
in a similar capacity with, another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise (all such persons being
referred to hereafter as an "Indemnitee"), or by reason of any action alleged to
have been taken or omitted in such capacity, against all expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person or on such person's behalf in connection with
such action, suit or proceeding and any appeal therefrom, 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 Registrant, and, with respect to any criminal action or
proceeding, had not reasonable cause to believe his conduct was unlawful and (b)
any Indemnitee 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
Registrant to procure a judgment in its favor by reason of the fact that he is
or was, or has agreed to become, a director or officer of the Registrant, or is
or was serving, or has agreed to serve, at the request of the Registrant, as a
director, officer, partner, employee or trustee of, or in a similar capacity
with, another corporation, partnership, joint venture, trust or other enterprise
(including any employee benefit plan), or by reason of any action alleged to
have been taken or omitted in such capacity, against all expenses (including
attorneys' fees) and amounts paid in settlement actually and reasonably incurred
by him or on his behalf in connection with such action, suit or proceeding and
any appeal therefrom, if he acted in

                                      -2-

<PAGE>

good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the Registrant, except that no indemnification shall be
made with respect to any claim, issue or matter as to which such person shall
have been adjudged to be liable to the Registrant, unless a court determines
that, despite such adjudication but in view of all of the circumstances, he is
entitled to indemnification of such expenses (including attorneys' fees) which
the court deems proper. Notwithstanding the foregoing, to the extent that an
Indemnitee has been successful, on the merits or otherwise, including, without
limitation, the dismissal of an action without prejudice, he will be indemnified
by the Registrant against all expenses (including attorneys' fees) actually and
reasonably incurred in connection therewith. Expenses shall be advanced to an
Indemnitee at his request, provided that he undertakes to repay the amount
advanced if it is ultimately determined that he is not entitled to
indemnification for such expenses.

         Indemnification is required to be made unless the Registrant determines
that the applicable standard of conduct required for indemnification has not
been met. In the event of a determination by the Registrant that the director or
officer did not meet the applicable standard of conduct required for
indemnification, or if the Registrant fails to make an indemnification payment
within 60 days after such payment is claimed by such person, such person is
permitted to petition the court to make an independent determination as to
whether such person is entitled to indemnification. As a condition precedent to
the right of indemnification, the director or officer must give the Registrant
notice of the action for which indemnity is sought and the Registrant has the
right to participate in such action or assume the defense thereof.

         Article EIGHTH of the Registrant's Restated Certificate further
provides that the indemnification provided therein is not exclusive.

         The Registrant has purchased directors' and officers' liability
insurance that would indemnify its directors and officers against damages
arising out of certain kinds of claims that might be made against them based on
their negligent acts or omissions while acting in their capacity as such.

         The Underwriting Agreement provides that the Underwriters are
obligated, under certain circumstances, to indemnify directors, officers and
controlling persons of the Company against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the "Securities Act").

         At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent as to which indemnification will be
required or permitted under the Restated Certificate. The Registrant is not
aware of any threatened litigation or proceeding that may result in a claim for
such indemnification.

         Item 7.  Exemption from Registration Claimed.

         Not applicable.

         Item 8.  Exhibits.

         The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

                                       -3-

<PAGE>

         Item 9.  Undertakings.

         1.  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;

                 (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; and

                 (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;

         provided, however, that paragraphs (i) and (ii) do not apply if the
         information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed with or
         furnished to the Commission by the registrant pursuant to Section 13 or
         Section 15(d) of the Exchange Act that are incorporated by reference in
         the registration statement.

             (2) That, for the purpose of determining any liability under the
         Securities Act, 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.

         2.  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.

         3.  Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by 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

                                      -4-

<PAGE>

whether such indemnification by it is against public policy as expressed in the
Securities 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, 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 Fairfax, Virginia, on this 24th day of May, 2002.

                                    SRA INTERNATIONAL, INC.

                                    By:   /s/ ERNST VOLGENAU
                                          ---------------------------
                                          Ernst Volgenau
                                          President and Chief Executive Officer

                        POWER OF ATTORNEY AND SIGNATURES

         We, the undersigned officers and directors of SRA International, Inc.,
hereby severally constitute and appoint Ernst Volgenau, Edward E. Legasey,
Stephen C. Hughes, and Brent B. Siler, and each of them singly, our true and
lawful attorneys with full power to them, and each of them singly, to sign for
us and in our names in the capacities indicated below, the registration
statement on Form S-8 filed herewith and any and all subsequent amendments to
said registration statement, and generally to do all such things in our names
and on our behalf in our capacities as officers and directors to enable SRA
International, Inc. to comply with the provisions of the Securities Act of 1933,
as amended, and all requirements of the Securities and Exchange Commission,
hereby ratifying and confirming our signatures as they may be signed by our said
attorneys, or any of them, to said registration statement and any and all
amendments thereto.

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

     Signature                       Title                             Date
     ---------                       -----                             ----

/s/ ERNST VOLGENAU          President, Chief Executive             May 24, 2002
-----------------------
Ernst Volgenau              Officer and Director (Principal
                            executive officer)


/s/ STEPHEN C. HUGHES       Senior Vice President and Chief        May 24, 2002
-----------------------
Stephen C. Hughes           Financial Officer (Principal
                            financial and accounting officer)


/s/ WILLIAM K. BREHM        Chairman of the Board of Directors     May 18, 2002
-----------------------
William K. Brehm

/s/ E. DAVID CROCKETT       Director                               May 18, 2002
-----------------------
E. David Crockett

                                      -6-

<PAGE>

/s/ STEVEN A. DENNING        Director              May 24, 2002
------------------------
Steven A. Denning

/s/ MICHAEL R. KLEIN         Director              May 24, 2002
------------------------
Michael R. Klein

/s/ DELBERT C. STALEY        Director              May 24, 2002
------------------------
Delbert C. Staley

                                      -7-

<PAGE>

                                INDEX TO EXHIBITS

Number       Description
------       -----------
4.1(1)       Amended and Restated Certificate of Incorporation of the Registrant

4.2(1)       Amended and Restated By-Laws of the Registrant

5.1          Opinion of Hale and Dorr LLP, counsel to the Registrant

23.1         Consent of Hale and Dorr LLP (included in Exhibit 5.1)

23.2         Consent of Deloitte & Touche LLP

24.1         Power of attorney (included on the signature pages of this
             registration statement)

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

(1)      Previously filed with the Securities and Exchange Commission as an
         Exhibit to the Registrant's Registration Statement on Form S-1, as
         amended (File No. 333-83780) and incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 22072}]
{"company-data": {"conformed-name": "SRA INTERNATIONAL INC", "cik": "0000906192", "assigned-sic": "7370", "irs-number": "541360804", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89030", "film-number": "02662035"}, "business-address": {"street1": "4300 FAIR LAKES COURT", "city": "FAIRFAX", "state": "VA", "zip": "22033", "phone": "7038031500"}, "mail-address": {"street1": "4300 FAIR LAKES COURT", "city": "FAIRFAX", "state": "VA", "zip": "22033"}}
As filed with the Securities and Exchange Commission on May 24, 2002

                                                      Registration No. 333-_____

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                             SRA INTERNATIONAL, INC.
             (Exact Name of Registrant as Specified in Its Charter)

         Delaware                                               54-1360804
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                              Identification No.)

         4350 Fair Lakes Court                                     22033
           Fairfax, Virginia                                     (Zip Code)
(Address of Principal Executive Offices)

                            2002 Stock Incentive Plan
                          Stock Option Plan, as amended
                           Key Employee Incentive Plan
                            (Full Title of the Plans)

                                 Ernst Volgenau
                      President and Chief Executive Officer
                              4350 Fair Lakes Court
                             Fairfax, Virginia 22033
                     (Name and Address of Agent For Service)
                                 (703) 803-1500
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE
=============================================================================================
Title of Securities                      Proposed            Proposed
to be Registered      Amount to be        Maximum             Maximum        Amount of
                      Registered(1)  Offering Price Per      Aggregate     Registration Fee
                                          Share           Offering Price
---------------------------------------------------------------------------------------------
Class A Common
Stock, $0.004 par      8,476,349       $10.88(3)         $92,222,678(3)            $8,485
value per share        shares(2)

=============================================================================================
(1)      In accordance with Rule 416 under the Securities Act of 1933, as
         amended, this registration statement shall be deemed to cover any
         additional securities that may from time to time be offered or issued
         to prevent dilution resulting from stock splits, stock dividends or
         similar transactions.

(2)      Consists of (i) 3,529,411 shares issuable under the 2002 Stock
         Incentive Plan; (ii) 3,630,471 shares issuable under the Stock Option
         Plan, as amended; and (iii) 1,316,467 shares issuable under the Key
         Employee Incentive Plan.

(3)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(h) of the Securities Act of 1933, as amended. The
         price per share and the aggregate offering price are calculated on the
         basis of (a) $5.79, the weighted average exercise price of the
         4,946,938 shares subject to outstanding option grants under the Stock
         Option Plan, as amended, and the Key Employee Incentive Plan, at prices
         ranging from $.06 to $10.15, and (b) the initial public offering price
         of $18.00 per share of the registrant's Class A common stock for the
         3,529,411 shares issuable under the 2002 Stock Incentive Plan which are
         not subject to outstanding options.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Item 1.  Plan Information.

         The information required by Item 1 is included in documents sent or
given to participants in the plans covered by this registration statement
pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act").

         Item 2.  Registrant Information and Employee Plan Annual Information.

         The written statement required by Item 2 is included in documents sent
or given to participants in the plans covered by this registration statement
pursuant to Rule 428(b)(1) of the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3.  Incorporation of Documents by Reference.

         The registrant is subject to the informational and reporting
requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are on file with
the Commission, are incorporated in this registration statement by reference:

         (a) The registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant to
Rule 424(b) under the Securities Act that contains audited financial statements
for the registrant's latest fiscal year for which such statements have been
filed.

         (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above.

         (c) The description of the securities contained in the registrant's
registration statement on Form 8-A filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such description.

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

                                      -1-
Item 4.  Description of Securities.

         Not applicable.

         Item 5.  Interests of Named Experts and Counsel.

         Hale and Dorr LLP has opined as to the legality of the securities being
offered by this registration statement.

         Item 6.  Indemnification of Directors and Officers.

         Article SEVENTH of the Registrant's Amended and Restated Certificate of
Incorporation (the "Restated Certificate") provides that, except to the extent
prohibited by the Delaware General Corporation Law (the "DGCL"), the
Registrant's directors shall not be personally liable to the Registrant or its
stockholders for monetary damages for any breach of fiduciary duty as directors
of the Registrant. Under the DGCL, the directors have a fiduciary duty to the
Registrant which is not eliminated by this provision of the Restated Certificate
and, in appropriate circumstances, equitable remedies such as injunctive or
other forms of nonmonetary relief will remain available. In addition, each
director will continue to be subject to liability under the DGCL for breach of
the director's duty of loyalty to the Registrant, for acts or omissions which
are found by a court of competent jurisdiction to be not in good faith or
involving international misconduct, for knowing violations of law, for actions
leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are prohibited by
the DGCL. This provision also does not affect the directors' responsibilities
under any other laws, such as the federal securities laws or state or federal
environmental laws. The Registrant has obtained liability insurance for its
officers and directors.

         Article EIGHTH of the Registrant's Restated Certificate provides that
the Registrant shall indemnify (a) each 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 Registrant), by reason of the
fact that such person is or was, or has agreed to become, a director or officer
of the Registrant, or is or was serving, or has agreed to serve, at the request
of the Registrant, as a director, officer, partner, employee or trustee of, or
in a similar capacity with, another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise (all such persons being
referred to hereafter as an "Indemnitee"), or by reason of any action alleged to
have been taken or omitted in such capacity, against all expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person or on such person's behalf in connection with
such action, suit or proceeding and any appeal therefrom, 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 Registrant, and, with respect to any criminal action or
proceeding, had not reasonable cause to believe his conduct was unlawful and (b)
any Indemnitee 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
Registrant to procure a judgment in its favor by reason of the fact that he is
or was, or has agreed to become, a director or officer of the Registrant, or is
or was serving, or has agreed to serve, at the request of the Registrant, as a
director, officer, partner, employee or trustee of, or in a similar capacity
with, another corporation, partnership, joint venture, trust or other enterprise
(including any employee benefit plan), or by reason of any action alleged to
have been taken or omitted in such capacity, against all expenses (including
attorneys' fees) and amounts paid in settlement actually and reasonably incurred
by him or on his behalf in connection with such action, suit or proceeding and
any appeal therefrom, if he acted in

                                      -2-
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the Registrant, except that no indemnification shall be
made with respect to any claim, issue or matter as to which such person shall
have been adjudged to be liable to the Registrant, unless a court determines
that, despite such adjudication but in view of all of the circumstances, he is
entitled to indemnification of such expenses (including attorneys' fees) which
the court deems proper. Notwithstanding the foregoing, to the extent that an
Indemnitee has been successful, on the merits or otherwise, including, without
limitation, the dismissal of an action without prejudice, he will be indemnified
by the Registrant against all expenses (including attorneys' fees) actually and
reasonably incurred in connection therewith. Expenses shall be advanced to an
Indemnitee at his request, provided that he undertakes to repay the amount
advanced if it is ultimately determined that he is not entitled to
indemnification for such expenses.

         Indemnification is required to be made unless the Registrant determines
that the applicable standard of conduct required for indemnification has not
been met. In the event of a determination by the Registrant that the director or
officer did not meet the applicable standard of conduct required for
indemnification, or if the Registrant fails to make an indemnification payment
within 60 days after such payment is claimed by such person, such person is
permitted to petition the court to make an independent determination as to
whether such person is entitled to indemnification. As a condition precedent to
the right of indemnification, the director or officer must give the Registrant
notice of the action for which indemnity is sought and the Registrant has the
right to participate in such action or assume the defense thereof.

         Article EIGHTH of the Registrant's Restated Certificate further
provides that the indemnification provided therein is not exclusive.

         The Registrant has purchased directors' and officers' liability
insurance that would indemnify its directors and officers against damages
arising out of certain kinds of claims that might be made against them based on
their negligent acts or omissions while acting in their capacity as such.

         The Underwriting Agreement provides that the Underwriters are
obligated, under certain circumstances, to indemnify directors, officers and
controlling persons of the Company against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the "Securities Act").

         At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent as to which indemnification will be
required or permitted under the Restated Certificate. The Registrant is not
aware of any threatened litigation or proceeding that may result in a claim for
such indemnification.

         Item 7.  Exemption from Registration Claimed.

         Not applicable.

         Item 8.  Exhibits.

         The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

                                       -3-
Item 9.  Undertakings.

         1.  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;

                 (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; and

                 (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;

         provided, however, that paragraphs (i) and (ii) do not apply if the
         information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed with or
         furnished to the Commission by the registrant pursuant to Section 13 or
         Section 15(d) of the Exchange Act that are incorporated by reference in
         the registration statement.

             (2) That, for the purpose of determining any liability under the
         Securities Act, 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.

         2.  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.

         3.  Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by 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

                                      -4-
whether such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                      -5-
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, 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 Fairfax, Virginia, on this 24th day of May, 2002.

                                    SRA INTERNATIONAL, INC.

                                    By:   /s/ ERNST VOLGENAU
                                          ---------------------------
                                          Ernst Volgenau
                                          President and Chief Executive Officer

                        POWER OF ATTORNEY AND SIGNATURES

         We, the undersigned officers and directors of SRA International, Inc.,
hereby severally constitute and appoint Ernst Volgenau, Edward E. Legasey,
Stephen C. Hughes, and Brent B. Siler, and each of them singly, our true and
lawful attorneys with full power to them, and each of them singly, to sign for
us and in our names in the capacities indicated below, the registration
statement on Form S-8 filed herewith and any and all subsequent amendments to
said registration statement, and generally to do all such things in our names
and on our behalf in our capacities as officers and directors to enable SRA
International, Inc. to comply with the provisions of the Securities Act of 1933,
as amended, and all requirements of the Securities and Exchange Commission,
hereby ratifying and confirming our signatures as they may be signed by our said
attorneys, or any of them, to said registration statement and any and all
amendments thereto.

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

     Signature                       Title                             Date
     ---------                       -----                             ----

/s/ ERNST VOLGENAU          President, Chief Executive             May 24, 2002
-----------------------
Ernst Volgenau              Officer and Director (Principal
                            executive officer)

/s/ STEPHEN C. HUGHES       Senior Vice President and Chief        May 24, 2002
-----------------------
Stephen C. Hughes           Financial Officer (Principal
                            financial and accounting officer)

/s/ WILLIAM K. BREHM        Chairman of the Board of Directors     May 18, 2002
-----------------------
William K. Brehm

/s/ E. DAVID CROCKETT       Director                               May 18, 2002
-----------------------
E. David Crockett

                                      -6-
/s/ STEVEN A. DENNING        Director              May 24, 2002
------------------------
Steven A. Denning

/s/ MICHAEL R. KLEIN         Director              May 24, 2002
------------------------
Michael R. Klein

/s/ DELBERT C. STALEY        Director              May 24, 2002
------------------------
Delbert C. Staley

                                      -7-
INDEX TO EXHIBITS

Number       Description
------       -----------
4.1(1)       Amended and Restated Certificate of Incorporation of the Registrant

4.2(1)       Amended and Restated By-Laws of the Registrant

5.1          Opinion of Hale and Dorr LLP, counsel to the Registrant

23.1         Consent of Hale and Dorr LLP (included in Exhibit 5.1)

23.2         Consent of Deloitte & Touche LLP

24.1         Power of attorney (included on the signature pages of this
             registration statement)

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

(1)      Previously filed with the Securities and Exchange Commission as an
         Exhibit to the Registrant's Registration Statement on Form S-1, as
         amended (File No. 333-83780) and incorporated herein by reference.