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. 
			 1995 EMPLOYEE STOCK PURCHASE 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  
		       Amount        Maximum         Aggregate     Amount of
Title of Securities    to be        Offering          Offering    Registration
 to be Registered    Registered  Price Per Share(1)    Price          Fee
___________________  __________  __________________  __________   ____________

 Common Stock         750,000        $15.725         $11,793,750    $4,066.81
 (par value $.01)



(1) Estimated solely for the purpose of calculating the registration fee 
    pursuant to Rule 457(h).
PAGE
<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.

       (c)    The description of Registrant's Common Stock contained under 
	      the caption "Description of Capital Stock" in Amendment No. 1 
	      to the Registration Statement on Form S-1 (File No. 33-77096) 
	      filed under the Securities Act of 1933 on or about May 12, 1995.

       In addition, all documents subsequently filed by Registrant pursuant  
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
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.


       Not Applicable.
PAGE
<PAGE>
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 in nonderivative lawsuits, 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 
		   are being made, a post-effective amendment to this 
		   registration statement:
PAGE
<PAGE>
                      
		   (i)   To include any prospectus required by  
			 Section 10(a)(3) of the Securities Act of 1933;

		   (ii)  To reflect in the prospectus any facts or events 
			 arising after the effective date of the registration
			 statement (or the most recent post-effective 
			 amendment thereof) which, individually or in the 
			 aggregate, represent a fundamental change in the 
			 information set forth in the registration statement;
			 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 registrant pursuant to 
		   Section 13 or Section 15(d) of the Securities Exchange Act
		   of 1934 that are incorporated by reference in the 
		   registration statement.

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

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

(b)    The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of 
the registrant's annual report pursuant to Section 13(a) or 15(d) of the 
Securities Exchange Act of 1934 (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to Section 15(d) of the 
Securities Exchange Act of 1934) that is incorporated by reference in the 
registration statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide offering 
thereof.
       
(c)    Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons 
of the Registrant pursuant to the foregoing provisions, or otherwise, the 
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.  In the event that a claim for 
indemnification against such liabilities (other than 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)
PAGE
<PAGE>
is asserted by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of
counsel the matter has been settled by controlling precedent, submit to a 
court of appropriate jurisdiction the question whether such indemnification 
by it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
PAGE
<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 June 29, 1995.


					 BDM International, Inc.
					     (Registrant)

					     /s/ Philip A. Odeen
					 By _______________________________
					    Name:  Philip A. Odeen
					   Title:  President and Chief
						   Executive Officer

 
    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 Executive  June 29, 1995
_______________________________   Officer, Director
	Philip A. Odeen           (principal executive officer)


/s/ C. Thomas Faulders, III       Executive Vice President,      June 29, 1995
_______________________________   Treasurer, and Chief
    C. Thomas Faulders, III       Financial Officer
				  (principal financial and
				  accounting officer)


/s/ Frank C. Carlucci             Chairman of the Board of       July  5, 1995
_______________________________   Directors
	Frank C. Carlucci

/s/ Dr. Jeanette G. Brown         Director                       July  3, 1995
_______________________________ 
      Dr. Jeanette G. Brown


/s/ William E. Conway, Jr.        Director                       July  3, 1995
_______________________________ 
      William E. Conway, Jr.


				  Director                       July   , 1995
_______________________________ 
	James A. D. Geier
PAGE
<PAGE>
	  Signature                         Title                     Date
	  _________                         _____                     ____



				  Director                       July   , 1995
_______________________________ 
	Neil Goldschmidt


				  Director                       July   , 1995
_______________________________ 
      Walther Leisler Kiep


				  Director                       July   , 1995
_______________________________ 
	 Dr. Hans Mark


				  Director                       July   , 1995
_______________________________ 
	Thomas G. Ricks


				  Director                       July   , 1995
_______________________________ 
	 John M. Slosar


/s/ Helmut Sonnenfeldt            Director                       July  3, 1995
_______________________________ 
       Helmut Sonnenfeldt


/s/ Dr. William E. Sweeney, Jr.   Director                       July  5, 1995
_______________________________ 
  Dr. William E. Sweeney, Jr.


/s/  Earle C. Williams            Director                       July  3, 1995
_______________________________ 
       Earle C. Williams

PAGE
<PAGE>
				EXHIBIT INDEX


							Page No. in Sequential
Exhibit No.     Description                             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. 1995 Employee 
		Stock Purchase Plan

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

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

<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13918}]
{"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": "033-60863", "film-number": "95552067"}, "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. 
			 1995 EMPLOYEE STOCK PURCHASE 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  
		       Amount        Maximum         Aggregate     Amount of
Title of Securities    to be        Offering          Offering    Registration
 to be Registered    Registered  Price Per Share(1)    Price          Fee
___________________  __________  __________________  __________   ____________

 Common Stock         750,000        $15.725         $11,793,750    $4,066.81
 (par value $.01)

(1) Estimated solely for the purpose of calculating the registration fee 
    pursuant to Rule 457(h).
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.

       (c)    The description of Registrant's Common Stock contained under 
	      the caption "Description of Capital Stock" in Amendment No. 1 
	      to the Registration Statement on Form S-1 (File No. 33-77096) 
	      filed under the Securities Act of 1933 on or about May 12, 1995.

       In addition, all documents subsequently filed by Registrant pursuant  
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
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.

       Not Applicable.
PAGE
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 in nonderivative lawsuits, 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 
		   are being made, a post-effective amendment to this 
		   registration statement:
PAGE
(i)   To include any prospectus required by  
			 Section 10(a)(3) of the Securities Act of 1933;

		   (ii)  To reflect in the prospectus any facts or events 
			 arising after the effective date of the registration
			 statement (or the most recent post-effective 
			 amendment thereof) which, individually or in the 
			 aggregate, represent a fundamental change in the 
			 information set forth in the registration statement;
			 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 registrant pursuant to 
		   Section 13 or Section 15(d) of the Securities Exchange Act
		   of 1934 that are incorporated by reference in the 
		   registration statement.

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

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

(b)    The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of 
the registrant's annual report pursuant to Section 13(a) or 15(d) of the 
Securities Exchange Act of 1934 (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to Section 15(d) of the 
Securities Exchange Act of 1934) that is incorporated by reference in the 
registration statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide offering 
thereof.
       
(c)    Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons 
of the Registrant pursuant to the foregoing provisions, or otherwise, the 
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.  In the event that a claim for 
indemnification against such liabilities (other than 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)
PAGE
is asserted by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of
counsel the matter has been settled by controlling precedent, submit to a 
court of appropriate jurisdiction the question whether such indemnification 
by it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
PAGE
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, 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 June 29, 1995.

					 BDM International, Inc.
					     (Registrant)

					     /s/ Philip A. Odeen
					 By _______________________________
					    Name:  Philip A. Odeen
					   Title:  President and Chief
						   Executive Officer

 
    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 Executive  June 29, 1995
_______________________________   Officer, Director
	Philip A. Odeen           (principal executive officer)

/s/ C. Thomas Faulders, III       Executive Vice President,      June 29, 1995
_______________________________   Treasurer, and Chief
    C. Thomas Faulders, III       Financial Officer
				  (principal financial and
				  accounting officer)

/s/ Frank C. Carlucci             Chairman of the Board of       July  5, 1995
_______________________________   Directors
	Frank C. Carlucci

/s/ Dr. Jeanette G. Brown         Director                       July  3, 1995
_______________________________ 
      Dr. Jeanette G. Brown

/s/ William E. Conway, Jr.        Director                       July  3, 1995
_______________________________ 
      William E. Conway, Jr.

				  Director                       July   , 1995
_______________________________ 
	James A. D. Geier
PAGE
Signature                         Title                     Date
	  _________                         _____                     ____

				  Director                       July   , 1995
_______________________________ 
	Neil Goldschmidt

				  Director                       July   , 1995
_______________________________ 
      Walther Leisler Kiep

				  Director                       July   , 1995
_______________________________ 
	 Dr. Hans Mark

				  Director                       July   , 1995
_______________________________ 
	Thomas G. Ricks

				  Director                       July   , 1995
_______________________________ 
	 John M. Slosar

/s/ Helmut Sonnenfeldt            Director                       July  3, 1995
_______________________________ 
       Helmut Sonnenfeldt

/s/ Dr. William E. Sweeney, Jr.   Director                       July  5, 1995
_______________________________ 
  Dr. William E. Sweeney, Jr.

/s/  Earle C. Williams            Director                       July  3, 1995
_______________________________ 
       Earle C. Williams

PAGE
EXHIBIT INDEX

							Page No. in Sequential
Exhibit No.     Description                             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. 1995 Employee 
		Stock Purchase Plan

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

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