Registration No. 1-7777
                                  
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549
                                  
                                  ---------------
                                  
                                       FORM S-8
                                  
                               REGISTRATION STATEMENT
                                         UNDER
                              THE SECURITIES ACT OF 1933
                                 
                                    ---------------
                                  
                                      LOGICON, INC.
                 (Exact name of issuer as specified in its charter)
                                   
Delaware                                                 95-2126773
(State or other jurisdiction of                          (IRS Employer
incorporation or organization)                           Identification No.)

               3701 Skypark Drive, Torrance, California  90505-4794
                      (Address of Principal Executive Office) 
                                                                      
                                                                      
                       (Former) Geodynamics Corporation Incentive 
                                 Stock Option Plan No. 3
               (Former) Geodynamics Corporation 1990 Non-Qualified 
                                      Stock Option Plan
                                  (Full Title of the Plans)
                                  
E. Benjamin Mitchell, Jr.
Vice President-General Counsel & Secretary
Logicon, Inc.
3701 Skypark Drive
Torrance, California 90505

(Name and address of agent for service)
                                
 Telephone number, including area code, of agent for service: 
                         (310) 373-0220                          
                                                  

                               CALCULATION OF REGISTRATION FEE

                                  Proposed maximum  Proposed maximum Amount of
Title of securities Amount to be offering price aggregate offering registration
to be registered     registered       per share           price       fee
  Common Stock        78,573           $33.08       $2,599,195.0     $897.00
                                                                 
Par Value $.10                                              
<PAGE>
                                  TABLE OF CONTENTS
                                    
                                                                           
                                                                           
                                                            PAGE
                                                                
   EXPLANATORY NOTE . . . . . . . . . . . . . . . . . . . . .. 3
                                                               
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT .  4
                                                                         
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . .4
                                                             
     ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS . . . . 4
                                                                    
        ITEM 8. EXHIBITS, EXHIBIT INDEX . . . . . . . . . .    5
                                                                 
        OPINION REGARDING LEGALITY . . . . . . . . . . . . . . 6
                                                         
        CONSENT OF INDEPENDENT ACCOUNTANTS . . . . . . . . . ..7
                                                        
        POWER OF ATTORNEY . . . . . . . . . . . . . . . . . .  8
                                                                  
        SIGNATURES . . . . . . . . . . . . . . . . . . . . . . 9
<PAGE>
 
EXPLANATORY NOTE


This Registration Statement relates to the acquisition of the
former Geodynamics Corporation by Logicon, Inc. and the subsequent
conversion of stock options to purchase Geodynamics Corporation
stock into stock options to purchase Logicon, Inc. stock.  The
former Geodynamics Corporation ceased to be a registrant upon
filing Form 15 with the SEC on March 29, 1996.

The contents of the former Geodynamics Corporation's Registration
Statement on Form S-8, Registration Nos.33-28247 and 33-39083,
filed with the Securities and Exchange Commission on 
April 17, 1989 and February 1, 1991, respectively are hereby
incorporated by reference.

<PAGE>
                                   PART II
         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                  
                                  
                                  
     ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

             The following documents filed with the Securities and Exchange 
             Commission ("the SEC") are incorporated here by reference:

       (a) The Company's Form 10-K containing the latest audited financials
           of the Company, dated March 31, 1995, filed with the Commission on 
            June 26, 1995, Registration No. 1-7777.

       (b) All other reports filed pursuant to Sections 13 or 15(d) of the
           Securities Exchange Act of 1934 since the end of the fiscal year
           covered by the financial statements referred to in (a) above.

       (c) The description of the capital stock and instrument defining rights
           of security holders are contained in the Registration Statement on
           Form 8-A, Registration No. 1-7777, filed on December 14, 1984, and
           any amendment or report filed thereto for proper updating of such 
           description. Instrument defining rights of security holders
           was also filed with the SEC on Form 8-A on May 7, 1990,
           Registration No. 1-7777.

       (d) The former Geodynamics Corporation filed Form 15 on March 29, 1996.

All other reports and other documents subsequently filed by the
Company pursuant to Sections 13, 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 here have
been sold, or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference here 
and to be a part hereof from the date of the filing of such 
reports and documents.




ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

             Directors and officers of the Company are indemnified against
 liability arising from violations of the Securities Act of 1933 other than
 any liability incurred through personal profit or advantage to which
 they are not legally entitled.


             The Company has been informed by the SEC that in the opinion
 of the SEC, indemnification of directors and officers is against public
 policy as expressed in the Securities Act of 1933 and, in the opinion of the
 SEC is unenforceable.

             Directors and officers are indemnified against liability which
 may occur during the performance of their duties as a director or officer.

ITEM 8.  EXHIBITS.

                                    EXHIBIT INDEX
                                 

                                                      PAGE NO. IN THIS
                                                    REGISTRATION STATEMENT
EXHIBIT NO.                    EXHIBIT                       STATEMENT
                           
     5                  Opinion regarding legality                6

    24                  Consent of Independent                    7
                        Accountants

    25                  Power of Attorney                         8

<PAGE>



                                  June 7, 1996





Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

Ladies and Gentlemen:

As counsel to Logicon, Inc., a Delaware corporation, I have
represented the Company in connection with its acquisition of
Geodynamics Corporation and the subsequent conversion of stock
options to purchase Geodynamics Corporation stock into stock
options to purchase Logicon, Inc. Stock.  In my opinion, the
securities to be issued thereunder will be legally issued, fully
paid and non-assessable when issued in accordance with the Plans
following the effective date of the Registration Statement on Form
S-8 with which this opinion is submitted.

                                  Very truly yours,

                                  LOGICON, INC.



                                  E. Benjamin Mitchell, Jr.
                                  Vice President-General Counsel

EBM/nd
LD-96091
Enclosure: Form S-8



<PAGE>
                   CONSENT OF INDEPENDENT ACCOUNTANTS
                                                               



We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated 
May 24, 1996 appearing on page 39 of the 1996 Annual Report to
Stockholders of Logicon, Inc. which is incorporated by reference
in Logicon, Inc.'s Annual Report on Form 10-K for the year ended
March 31, 1996.  We also consent to the incorporation by reference
of our report, which appears on page 9 of such Annual Report on
Form 10-K.








PRICE WATERHOUSE LLP
Costa Mesa, California
June 28,1996





















                                   POWER OF ATTORNEY
                                 
                                 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears on pages 9 and 10 of this Registration Statement hereby
constitutes and appoints John R. Woodhull, E. Benjamin Mitchell,
Jr. and Ralph L. Webster, and each of them his true and lawful
attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission. 
Granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite
and necessary to be done, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute, may
lawfully do or cause to be done by virtue hereof.

                                 
                                  SIGNATURES
                                 
THE REGISTRANT.  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 Torrance, State of California, on June
7, 1996.

                                                LOGICON, INC.


                                       
                                                By: JOHN R. WOODHULL
                                                    ---------------

                                                    John R. Woodhull
                                                    Director, President and
                                                    Chief Executive Officer













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.


SIGNATURES                            TITLE                      DATE


Principal Executive                                             
       Officer                                                  
                                                                


JOHN R. WOODHULL                                                
                                                                
John R. Woodhull                   Director,                   June 7, 1996
                                   President and Chief                
                                   Executive Officer                  



Principal Financial                                             
and Accounting Officer:                                         
                                                                


RALPH L. WEBSTER
                                                                
Ralph L. Webster                 Vice President,               June 7, 1996
                                 Chief Financial Officer

















OTHER DIRECTORS:                                                

    SIGNATURES                       TITLE                        DATE
                                                               



JAMES L. HESBURGH
                                                          
James L. Hesburgh                     Director                  June 7, 1996



CHARLES T. HORNGREN
                                                          
Charles T.Horngren                    Director                  June 7, 1996



W. EDGAR JESSUP, JR.
                                                    
W. Edgar Jessup, Jr.                  Director                  June 7, 1996



CHARLES F. SMITH
                                                          
Charles F. Smith                      Director                  June 7, 1996



ROLAND R. SPEERS
                                                          
Roland R. Speers                      Director                  June 7, 1996



ROBERT G. WALDEN
                                                          
Robert G. Walden                      Director             June 7, 1996
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Registration No. 1-7777
                                  
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549
                                  
                                  ---------------
                                  
                                       FORM S-8
                                  
                               REGISTRATION STATEMENT
                                         UNDER
                              THE SECURITIES ACT OF 1933
                                 
                                    ---------------
                                  
                                      LOGICON, INC.
                 (Exact name of issuer as specified in its charter)
                                   
Delaware                                                 95-2126773
(State or other jurisdiction of                          (IRS Employer
incorporation or organization)                           Identification No.)

               3701 Skypark Drive, Torrance, California  90505-4794
                      (Address of Principal Executive Office) 
                                                                      
                                                                      
                       (Former) Geodynamics Corporation Incentive 
                                 Stock Option Plan No. 3
               (Former) Geodynamics Corporation 1990 Non-Qualified 
                                      Stock Option Plan
                                  (Full Title of the Plans)
                                  
E. Benjamin Mitchell, Jr.
Vice President-General Counsel & Secretary
Logicon, Inc.
3701 Skypark Drive
Torrance, California 90505

(Name and address of agent for service)
                                
 Telephone number, including area code, of agent for service: 
                         (310) 373-0220                          
                                                  

                               CALCULATION OF REGISTRATION FEE

                                  Proposed maximum  Proposed maximum Amount of
Title of securities Amount to be offering price aggregate offering registration
to be registered     registered       per share           price       fee
  Common Stock        78,573           $33.08       $2,599,195.0     $897.00
                                                                 
Par Value $.10
TABLE OF CONTENTS
                                    
                                                                           
                                                                           
                                                            PAGE
                                                                
   EXPLANATORY NOTE . . . . . . . . . . . . . . . . . . . . .. 3
                                                               
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT .  4
                                                                         
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . .4
                                                             
     ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS . . . . 4
                                                                    
        ITEM 8. EXHIBITS, EXHIBIT INDEX . . . . . . . . . .    5
                                                                 
        OPINION REGARDING LEGALITY . . . . . . . . . . . . . . 6
                                                         
        CONSENT OF INDEPENDENT ACCOUNTANTS . . . . . . . . . ..7
                                                        
        POWER OF ATTORNEY . . . . . . . . . . . . . . . . . .  8
                                                                  
        SIGNATURES . . . . . . . . . . . . . . . . . . . . . . 9
EXPLANATORY NOTE

This Registration Statement relates to the acquisition of the
former Geodynamics Corporation by Logicon, Inc. and the subsequent
conversion of stock options to purchase Geodynamics Corporation
stock into stock options to purchase Logicon, Inc. stock.  The
former Geodynamics Corporation ceased to be a registrant upon
filing Form 15 with the SEC on March 29, 1996.

The contents of the former Geodynamics Corporation's Registration
Statement on Form S-8, Registration Nos.33-28247 and 33-39083,
filed with the Securities and Exchange Commission on 
April 17, 1989 and February 1, 1991, respectively are hereby
incorporated by reference.
PART II
         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                  
                                  
                                  
     ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

             The following documents filed with the Securities and Exchange 
             Commission ("the SEC") are incorporated here by reference:

       (a) The Company's Form 10-K containing the latest audited financials
           of the Company, dated March 31, 1995, filed with the Commission on 
            June 26, 1995, Registration No. 1-7777.

       (b) All other reports filed pursuant to Sections 13 or 15(d) of the
           Securities Exchange Act of 1934 since the end of the fiscal year
           covered by the financial statements referred to in (a) above.

       (c) The description of the capital stock and instrument defining rights
           of security holders are contained in the Registration Statement on
           Form 8-A, Registration No. 1-7777, filed on December 14, 1984, and
           any amendment or report filed thereto for proper updating of such 
           description. Instrument defining rights of security holders
           was also filed with the SEC on Form 8-A on May 7, 1990,
           Registration No. 1-7777.

       (d) The former Geodynamics Corporation filed Form 15 on March 29, 1996.

All other reports and other documents subsequently filed by the
Company pursuant to Sections 13, 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 here have
been sold, or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference here 
and to be a part hereof from the date of the filing of such 
reports and documents.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

             Directors and officers of the Company are indemnified against
 liability arising from violations of the Securities Act of 1933 other than
 any liability incurred through personal profit or advantage to which
 they are not legally entitled.

             The Company has been informed by the SEC that in the opinion
 of the SEC, indemnification of directors and officers is against public
 policy as expressed in the Securities Act of 1933 and, in the opinion of the
 SEC is unenforceable.

             Directors and officers are indemnified against liability which
 may occur during the performance of their duties as a director or officer.

ITEM 8.  EXHIBITS.

                                    EXHIBIT INDEX
                                 

                                                      PAGE NO. IN THIS
                                                    REGISTRATION STATEMENT
EXHIBIT NO.                    EXHIBIT                       STATEMENT
                           
     5                  Opinion regarding legality                6

    24                  Consent of Independent                    7
                        Accountants

    25                  Power of Attorney                         8
June 7, 1996

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

Ladies and Gentlemen:

As counsel to Logicon, Inc., a Delaware corporation, I have
represented the Company in connection with its acquisition of
Geodynamics Corporation and the subsequent conversion of stock
options to purchase Geodynamics Corporation stock into stock
options to purchase Logicon, Inc. Stock.  In my opinion, the
securities to be issued thereunder will be legally issued, fully
paid and non-assessable when issued in accordance with the Plans
following the effective date of the Registration Statement on Form
S-8 with which this opinion is submitted.

                                  Very truly yours,

                                  LOGICON, INC.

                                  E. Benjamin Mitchell, Jr.
                                  Vice President-General Counsel

EBM/nd
LD-96091
Enclosure: Form S-8
CONSENT OF INDEPENDENT ACCOUNTANTS
                                                               

We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated 
May 24, 1996 appearing on page 39 of the 1996 Annual Report to
Stockholders of Logicon, Inc. which is incorporated by reference
in Logicon, Inc.'s Annual Report on Form 10-K for the year ended
March 31, 1996.  We also consent to the incorporation by reference
of our report, which appears on page 9 of such Annual Report on
Form 10-K.

PRICE WATERHOUSE LLP
Costa Mesa, California
June 28,1996

                                   POWER OF ATTORNEY
                                 
                                 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears on pages 9 and 10 of this Registration Statement hereby
constitutes and appoints John R. Woodhull, E. Benjamin Mitchell,
Jr. and Ralph L. Webster, and each of them his true and lawful
attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission. 
Granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite
and necessary to be done, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute, may
lawfully do or cause to be done by virtue hereof.

                                 
                                  SIGNATURES
                                 
THE REGISTRANT.  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 Torrance, State of California, on June
7, 1996.

                                                LOGICON, INC.

                                       
                                                By: JOHN R. WOODHULL
                                                    ---------------

                                                    John R. Woodhull
                                                    Director, President and
                                                    Chief Executive Officer

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.

SIGNATURES                            TITLE                      DATE

Principal Executive                                             
       Officer                                                  
                                                                

JOHN R. WOODHULL                                                
                                                                
John R. Woodhull                   Director,                   June 7, 1996
                                   President and Chief                
                                   Executive Officer                  

Principal Financial                                             
and Accounting Officer:                                         
                                                                

RALPH L. WEBSTER
                                                                
Ralph L. Webster                 Vice President,               June 7, 1996
                                 Chief Financial Officer

OTHER DIRECTORS:                                                

    SIGNATURES                       TITLE                        DATE
                                                               

JAMES L. HESBURGH
                                                          
James L. Hesburgh                     Director                  June 7, 1996

CHARLES T. HORNGREN
                                                          
Charles T.Horngren                    Director                  June 7, 1996

W. EDGAR JESSUP, JR.
                                                    
W. Edgar Jessup, Jr.                  Director                  June 7, 1996

CHARLES F. SMITH
                                                          
Charles F. Smith                      Director                  June 7, 1996

ROLAND R. SPEERS
                                                          
Roland R. Speers                      Director                  June 7, 1996

ROBERT G. WALDEN
                                                          
Robert G. Walden                      Director             June 7, 1996