SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549 
                        _______________  

                           Form S-8

                     REGISTRATION STATEMENT

                             Under

                  THE SECURITIES ACT OF 1933 

                        _______________

                     BDM International, Inc. 
      (Exact name of issuer as specified in its charter)
                                

               Delaware                                54-1561881 
        (State of Incorporation)         (I.R.S. Employer Identification No.) 


             1501 BDM Way                             22102-3204
           McLean, Virginia                           (Zip Code)
(Address of Principal Executive Offices)     
                         _______________
            BDM INTERNATIONAL, INC. 1994 Stock Option Plan
                       (Full Title of the Plan)
                         _______________

                       John F. McCabe, Esq.
             Corporate Vice President and General Counsel
                      BDM International, Inc.
                          1501 BDM Way
                    McLean, Virginia 22102-3204
             (Name and Address of agent for service)

Telephone number, including area code, of agent for service: (703) 848-5224 
                         _______________

                    CALCULATION OF REGISTRATION FEE
                    -------------------------------

                                 Proposed       Proposed
                                 Maximum        Maximum   
                    Amount       Offering       Aggregate 
Title of Securities to be        Price          Offering    Amount of      
to be Registered    Registered   Per Share(1)   Price       Registration Fee 
- ------------------  -----------  ------------  -----------  -----------------
Common Stock
(par value $.01)     1,000,000      $29.25     $29,250,000    $10,086.21

__________________

(1)  Computed pursuant to Rule 457(c) and (h)(1) based on the average of the 
high and low prices on December 18, 1995, as reported by NASDAQ. 
<PAGE>
                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information required by Part I is included in documents sent or
given to participants in the Plan pursuant to Rule 428(b).

                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

        The documents listed in paragraphs (a) through (c) below are
incorporated by reference in this registration statement:

           (a) Registrant's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1994, filed March 31, 1995.

           (b) All other reports filed by the Registrant pursuant to
               Section 13(a) or 15(d) of the Securities Exchange Act of
               1934, as amended (the "Exchange Act"), since the end of the
               fiscal year ended December 31, 1994 and the date hereof.

           (c) The description of Registrant's Common Stock contained under
               the caption "Description of Capital Stock" in Amendment No.
               4 to the Registration Statement on Form S-1 (File No.
               33-77096) filed under the Securities Act of 1933, as amended
               (the "Securities Act"), on June 26, 1995. 

        In addition, all documents subsequently filed by Registrant pursuant
to Sections 3(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 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 a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

        Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

        Certain legal matters with respect to the validity of the issuance
of the Common Stock registered hereby will be passed upon for the Registrant
by John F. McCabe, Esq.  Mr. McCabe serves as Corporate Vice President and
General Counsel to the Registrant and, as of the date hereof, beneficially
owns shares of Common Stock with a fair market value in excess of $50,000.

Item 6.  Indemnification of Directors and Officers.

       Section 145 of the General Corporation Law of the State of Delaware 
empowers a corporation incorporated under that statute to indemnify its 
directors, officers, employees, and agents and its former directors, officers, 
employees, and agents and those who serve in such capacities with another 
enterprise at its request against expenses, as well as judgments, fines, and 
settlements, actually and reasonably incurred by them in connection with the 
defense of any action, suit, or proceeding in which they or any of them were 
or are made parties or are threatened to be made parties by reason of their 
serving or having served in such capacity.  The power to indemnify shall only 
exist where such officer, director, employee, or agent has acted in good faith 
and in a manner he or she reasonably believed to be in or not opposed to the 
best interest of the corporation and, in the case of a criminal action, where 
such person had no reasonable cause to believe his or her conduct was 
unlawful.  However, in an action or suit by or in the right of the 
corporation, unless a court shall determine to the contrary, where such a 
person has been adjudged liable to the corporation, the corporation shall have 
no power of indemnification.  Indemnification is mandatory to the extent a 
claim, issue, or matter has been successfully defended.  Indemnification is 
not deemed exclusive of any other rights to which those indemnified may be 
entitled, under any by-law, agreement, vote of shareholders, or otherwise.  A 
Delaware corporation also has the power to purchase and maintain insurance on 
behalf of the persons it has the power to indemnify, whether or not 
indemnification against such liability would be allowed under the statute. The 
foregoing statements are subject to the detailed provisions of Section 145 of 
the General Corporation Law of the State of Delaware.

       Generally, under the By-laws and Certificate of Incorporation of the 
Registrant, indemnification of directors and officers is mandatory to the full 
extent permitted by law.

       The Registrant has provided liability insurance coverage for each 
director and officer with respect to certain losses arising from claims or 
charges made against them while acting in their capacities of directors or 
officers of the Registrant.

Item 7.  Exemption from Registration Claimed.

       Not Applicable.

Item 8.  Exhibits.

       The Exhibit Index on page E-1 is hereby incorporated by reference.

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;

             (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 (a)(1)(i) and (a)(1)(ii) do
             not apply if the registration statement is on Form S-3 or Form
             S-8 and the information required to be included in a
             post-effective amendment by those paragraphs is contained in
             periodic reports filed by the undersigned Registrant pursuant
             to Section 13 or Section 15(d) of the Exchange Act that are
             incorporated by reference in this 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.

(b)  The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act,  each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to 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.

(c)  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 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.
<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 the City of McLean, Commonwealth of Virginia, on
December  8, 1995.

                                BDM INTERNATIONAL, INC.
                                     (Registrant)


                                   /s/Philip A. Odeen
                                By:_________________________
                                   Philip A. Odeen
                                   President

       Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons, or by
his or her duly authorized attorney-in-fact, in the capacities and on the
dates indicated.


     Signature                     Title                         Date


/s/ Philip A. Odeen                President and Chief           December 8,
- --------------------               Executive Officer, Director   1995
 Philip A. Odeen                   (principal executive officer)


/s/C. Thomas Faulders, III         Executive Vice President,     December 8,
- --------------------------         Treasurer and Chief Financial 1995
 C. Thomas Faulders, III           Officer (principal Financial
                                   and accounting officer)


/s/Frank C. Carlucci               Chairman of the Board of      December 15,
- --------------------               Directors                     1995
 Frank C. Carlucci


/s/William E. Conway, Jr.          Vice Chairman and             December 15,
- -------------------------          Director                      1995
 William E. Conway, Jr.


/s/Dr. Jeanette Grasselli Brown    Director                      December 8,
- -------------------------------                                  1995
Dr. Jeanette Grasselli Brown


/s/James A.D. Geier                Director                      December 8,
- -------------------                                              1995
James A.D. Geier


/s/Neil Goldschmidt                Director                      December 15,
- -------------------                                              1995
 Neil Goldschmidt


/s/Walter Leisler Kiep             Director                      December 15,
- ----------------------                                           1995
Walter Leisler Kiep


/s/Dr. Hans Mark                   Director                      December 8,
- -------------------                                              1995
 Dr. Hans Mark

                                           
/s/Thomas G. Ricks                 Director                      December 15,
- ------------------                                               1995
Thomas G. Ricks



                                           
/s/John M. Slosar                  Director                      December 15,
- ------------------                                               1995
 John M. Slosar

                                           
/s/ Helmut Sonnenfeldt             Director                      December 8,
- ----------------------                                           1995
 Helmut Sonnenfeldt
                                           
                                           
/s/Dr. William E. Sweeney, Jr.     Director                      December 15,
- ------------------------------                                   1995
 Dr. William E. Sweeney, Jr.
                                          


/s/ Earle C. Williams              Director                      December 8,
- ----------------------                                           1995
 Earle C. Williams
                               
<PAGE>                                          

                         EXHIBIT INDEX
                                

Exhibit No.         Description                     Page No. in Sequential
                                                    Numbering System
- -----------         -----------                     ----------------------

4.1                 Amended and Restated
                    Certificate of Incorporation of
                    the Registrant (incorporated by
                    reference to Exhibit 3.1 to
                    Registrant's Registration
                    Statement on Form S-1 filed
                    March 30, 1994 (No. 33-77096)

4.2                 Amended and Restated
                    By-laws of the Registrant
                    (incorporated by reference to
                    Exhibit 3.2 to Registrant's
                    Registration Statement on Form
                    S-1 filed March 30, 1994 (No.
                    33-77096)

4.3                 BDM International, Inc.
                    1994 Stock Option Plan 

5.1                 Opinion of John F. McCabe, Esq.
                    Corporate Vice President
                    and General Counsel

24.10               Consent of John F.
                    McCabe, Esq. (included in
                    Exhibit 5.1)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16120}]
{"company-data": {"conformed-name": "BDM INTERNATIONAL INC /DE", "cik": "0000870763", "assigned-sic": "7373", "irs-number": "541561881", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-65407", "film-number": "95604655"}, "business-address": {"street1": "1501 BDM WAY", "city": "MCLEAN", "state": "VA", "zip": "22102-3201", "phone": "7038485000"}, "mail-address": {"street1": "1501 BDM WAY", "city": "MCLEAN", "state": "VA", "zip": "22102"}, "former-company": {"former-conformed-name": "BDM HOLDINGS INC", "date-changed": "19930328"}}
SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549 
                        _______________  

                           Form S-8

                     REGISTRATION STATEMENT

                             Under

                  THE SECURITIES ACT OF 1933 

                        _______________

                     BDM International, Inc. 
      (Exact name of issuer as specified in its charter)
                                

               Delaware                                54-1561881 
        (State of Incorporation)         (I.R.S. Employer Identification No.) 

             1501 BDM Way                             22102-3204
           McLean, Virginia                           (Zip Code)
(Address of Principal Executive Offices)     
                         _______________
            BDM INTERNATIONAL, INC. 1994 Stock Option Plan
                       (Full Title of the Plan)
                         _______________

                       John F. McCabe, Esq.
             Corporate Vice President and General Counsel
                      BDM International, Inc.
                          1501 BDM Way
                    McLean, Virginia 22102-3204
             (Name and Address of agent for service)

Telephone number, including area code, of agent for service: (703) 848-5224 
                         _______________

                    CALCULATION OF REGISTRATION FEE
                    -------------------------------

                                 Proposed       Proposed
                                 Maximum        Maximum   
                    Amount       Offering       Aggregate 
Title of Securities to be        Price          Offering    Amount of      
to be Registered    Registered   Per Share(1)   Price       Registration Fee 
- ------------------  -----------  ------------  -----------  -----------------
Common Stock
(par value $.01)     1,000,000      $29.25     $29,250,000    $10,086.21

__________________

(1)  Computed pursuant to Rule 457(c) and (h)(1) based on the average of the 
high and low prices on December 18, 1995, as reported by NASDAQ.
PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information required by Part I is included in documents sent or
given to participants in the Plan pursuant to Rule 428(b).

                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

        The documents listed in paragraphs (a) through (c) below are
incorporated by reference in this registration statement:

           (a) Registrant's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1994, filed March 31, 1995.

           (b) All other reports filed by the Registrant pursuant to
               Section 13(a) or 15(d) of the Securities Exchange Act of
               1934, as amended (the "Exchange Act"), since the end of the
               fiscal year ended December 31, 1994 and the date hereof.

           (c) The description of Registrant's Common Stock contained under
               the caption "Description of Capital Stock" in Amendment No.
               4 to the Registration Statement on Form S-1 (File No.
               33-77096) filed under the Securities Act of 1933, as amended
               (the "Securities Act"), on June 26, 1995. 

        In addition, all documents subsequently filed by Registrant pursuant
to Sections 3(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 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 a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

        Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

        Certain legal matters with respect to the validity of the issuance
of the Common Stock registered hereby will be passed upon for the Registrant
by John F. McCabe, Esq.  Mr. McCabe serves as Corporate Vice President and
General Counsel to the Registrant and, as of the date hereof, beneficially
owns shares of Common Stock with a fair market value in excess of $50,000.

Item 6.  Indemnification of Directors and Officers.

       Section 145 of the General Corporation Law of the State of Delaware 
empowers a corporation incorporated under that statute to indemnify its 
directors, officers, employees, and agents and its former directors, officers, 
employees, and agents and those who serve in such capacities with another 
enterprise at its request against expenses, as well as judgments, fines, and 
settlements, actually and reasonably incurred by them in connection with the 
defense of any action, suit, or proceeding in which they or any of them were 
or are made parties or are threatened to be made parties by reason of their 
serving or having served in such capacity.  The power to indemnify shall only 
exist where such officer, director, employee, or agent has acted in good faith 
and in a manner he or she reasonably believed to be in or not opposed to the 
best interest of the corporation and, in the case of a criminal action, where 
such person had no reasonable cause to believe his or her conduct was 
unlawful.  However, in an action or suit by or in the right of the 
corporation, unless a court shall determine to the contrary, where such a 
person has been adjudged liable to the corporation, the corporation shall have 
no power of indemnification.  Indemnification is mandatory to the extent a 
claim, issue, or matter has been successfully defended.  Indemnification is 
not deemed exclusive of any other rights to which those indemnified may be 
entitled, under any by-law, agreement, vote of shareholders, or otherwise.  A 
Delaware corporation also has the power to purchase and maintain insurance on 
behalf of the persons it has the power to indemnify, whether or not 
indemnification against such liability would be allowed under the statute. The 
foregoing statements are subject to the detailed provisions of Section 145 of 
the General Corporation Law of the State of Delaware.

       Generally, under the By-laws and Certificate of Incorporation of the 
Registrant, indemnification of directors and officers is mandatory to the full 
extent permitted by law.

       The Registrant has provided liability insurance coverage for each 
director and officer with respect to certain losses arising from claims or 
charges made against them while acting in their capacities of directors or 
officers of the Registrant.

Item 7.  Exemption from Registration Claimed.

       Not Applicable.

Item 8.  Exhibits.

       The Exhibit Index on page E-1 is hereby incorporated by reference.

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;

             (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 (a)(1)(i) and (a)(1)(ii) do
             not apply if the registration statement is on Form S-3 or Form
             S-8 and the information required to be included in a
             post-effective amendment by those paragraphs is contained in
             periodic reports filed by the undersigned Registrant pursuant
             to Section 13 or Section 15(d) of the Exchange Act that are
             incorporated by reference in this 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.

(b)  The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act,  each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to 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.

(c)  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 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.
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 the City of McLean, Commonwealth of Virginia, on
December  8, 1995.

                                BDM INTERNATIONAL, INC.
                                     (Registrant)

                                   /s/Philip A. Odeen
                                By:_________________________
                                   Philip A. Odeen
                                   President

       Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons, or by
his or her duly authorized attorney-in-fact, in the capacities and on the
dates indicated.

     Signature                     Title                         Date

/s/ Philip A. Odeen                President and Chief           December 8,
- --------------------               Executive Officer, Director   1995
 Philip A. Odeen                   (principal executive officer)

/s/C. Thomas Faulders, III         Executive Vice President,     December 8,
- --------------------------         Treasurer and Chief Financial 1995
 C. Thomas Faulders, III           Officer (principal Financial
                                   and accounting officer)

/s/Frank C. Carlucci               Chairman of the Board of      December 15,
- --------------------               Directors                     1995
 Frank C. Carlucci

/s/William E. Conway, Jr.          Vice Chairman and             December 15,
- -------------------------          Director                      1995
 William E. Conway, Jr.

/s/Dr. Jeanette Grasselli Brown    Director                      December 8,
- -------------------------------                                  1995
Dr. Jeanette Grasselli Brown

/s/James A.D. Geier                Director                      December 8,
- -------------------                                              1995
James A.D. Geier

/s/Neil Goldschmidt                Director                      December 15,
- -------------------                                              1995
 Neil Goldschmidt

/s/Walter Leisler Kiep             Director                      December 15,
- ----------------------                                           1995
Walter Leisler Kiep

/s/Dr. Hans Mark                   Director                      December 8,
- -------------------                                              1995
 Dr. Hans Mark

                                           
/s/Thomas G. Ricks                 Director                      December 15,
- ------------------                                               1995
Thomas G. Ricks

                                           
/s/John M. Slosar                  Director                      December 15,
- ------------------                                               1995
 John M. Slosar

                                           
/s/ Helmut Sonnenfeldt             Director                      December 8,
- ----------------------                                           1995
 Helmut Sonnenfeldt
                                           
                                           
/s/Dr. William E. Sweeney, Jr.     Director                      December 15,
- ------------------------------                                   1995
 Dr. William E. Sweeney, Jr.
                                          

/s/ Earle C. Williams              Director                      December 8,
- ----------------------                                           1995
 Earle C. Williams
EXHIBIT INDEX
                                

Exhibit No.         Description                     Page No. in Sequential
                                                    Numbering System
- -----------         -----------                     ----------------------

4.1                 Amended and Restated
                    Certificate of Incorporation of
                    the Registrant (incorporated by
                    reference to Exhibit 3.1 to
                    Registrant's Registration
                    Statement on Form S-1 filed
                    March 30, 1994 (No. 33-77096)

4.2                 Amended and Restated
                    By-laws of the Registrant
                    (incorporated by reference to
                    Exhibit 3.2 to Registrant's
                    Registration Statement on Form
                    S-1 filed March 30, 1994 (No.
                    33-77096)

4.3                 BDM International, Inc.
                    1994 Stock Option Plan 

5.1                 Opinion of John F. McCabe, Esq.
                    Corporate Vice President
                    and General Counsel

24.10               Consent of John F.
                    McCabe, Esq. (included in
                    Exhibit 5.1)