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
                   1993 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      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)      360,000       $17.25      $6,210,000     $2,141.38
                                    
__________________

(1)  Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and (j) on the basis of the highest price at which
securities were sold for which an offer of rescission is made hereby.
<PAGE>             
             This registration statement on Form S-8 is filed (i) to 
increase the number of shares of common stock, par value $.01 per 
share, offered pursuant to the Registrant's 1993 Employee Stock 
Purchase Plan (the "Plan") from 100,000 shares to 360,000 shares 
and (ii) to offer to participants in the Plan the right to rescind 
certain purchases previously made.
                                 
                                 
                                 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.
<PAGE>
Item 5.  Interests of Named Experts and Counsel.
             
             Not Applicable.

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.<PAGE>
<PAGE>
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 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.<PAGE>
                        
        (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 defence 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 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, and Commonwealth of Virginia,
on May 31, 1995.


                                      BDM INTERNATIONAL, INC.
                                           (Registrant)



                                      By: Philip A. Odeen
                                          _________________________
                                          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 Executive  May 31, 1995 
_______________________________  Officer, Director (principal 
      Philip A. Odeen            executive officer)
  
/s/ C. Thomas Faulders, III      Executive Vice President,      May 31, 1995
_______________________________  Treasurer and Chief Financial 
   C. Thomas Faulders, III       Officer (principal financial 
                                 and accounting officer)
                                    
/s/ Frank C. Carlucci            Chairman of the Board of       June 2, 1995
_______________________________  Directors
      Frank C. Carlucci                                    
                                      
/s/ William E. Conway, Jr.       Vice Chairman and Director     June 2, 1995
_______________________________                                    
    William E. Conway, Jr. 
                                    
/s/ Dr.Jeanette Grasselli Brown  Director                       June 1, 1995
_______________________________                                    
Dr. Jeanette Grasselli Brown
                                     
/s/ James A.D. Geier             Director                       June 2, 1995
_______________________________                                    
       James A.D. Geier                               
       
                                 Director                       June  , 1995
_______________________________                                  
       Neil Goldschmidt                                  
<PAGE>
     Signature                      Title                         Date
     _________                      _____                         ____
                                   

                               
                                 Director                       June  , 1995
_______________________________                                    
     Walter Leisler Kiep                            
     
/s/ Dr. Hans Mark                Director                       June 1, 1995
_______________________________                                    
       Dr. Hans Mark                                   
                               
/s/ Thomas G. Ricks              Director                       June 5, 1995
_______________________________
      Thomas G. Ricks                            
                               
                                      
                                 Director                       June   , 1995
_______________________________                                    
       John M. Slosar                                 
                               
/s/ Helmut Sonnenfeldt           Director                       June 1, 1995
_______________________________                                    
     Helmut Sonnenfeldt
                               
                                 Director                       June   , 1995
_______________________________                                    
 Dr. William E. Sweeney, Jr.                               
                                      
            
/s/ Earle C. Williams            Director                       June 2, 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. 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)
  
























                                E-1
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{"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": "033-59957", "film-number": "95545112"}, "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
                   1993 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      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)      360,000       $17.25      $6,210,000     $2,141.38
                                    
__________________

(1)  Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and (j) on the basis of the highest price at which
securities were sold for which an offer of rescission is made hereby.
This registration statement on Form S-8 is filed (i) to 
increase the number of shares of common stock, par value $.01 per 
share, offered pursuant to the Registrant's 1993 Employee Stock 
Purchase Plan (the "Plan") from 100,000 shares to 360,000 shares 
and (ii) to offer to participants in the Plan the right to rescind 
certain purchases previously made.
                                 
                                 
                                 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.

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 being made, a post-effective amendment to this
             registration statement:
                              
             (i)   To include any prospectus required by
                   Section 10(a)(3) of the Securities Act of
                   1933;
                   
                   
             (ii)  To reflect in the prospectus any facts or
                   events arising after the effective date of 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 defence 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 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.
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, and Commonwealth of Virginia,
on May 31, 1995.

                                      BDM INTERNATIONAL, INC.
                                           (Registrant)

                                      By: Philip A. Odeen
                                          _________________________
                                          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 Executive  May 31, 1995 
_______________________________  Officer, Director (principal 
      Philip A. Odeen            executive officer)
  
/s/ C. Thomas Faulders, III      Executive Vice President,      May 31, 1995
_______________________________  Treasurer and Chief Financial 
   C. Thomas Faulders, III       Officer (principal financial 
                                 and accounting officer)
                                    
/s/ Frank C. Carlucci            Chairman of the Board of       June 2, 1995
_______________________________  Directors
      Frank C. Carlucci                                    
                                      
/s/ William E. Conway, Jr.       Vice Chairman and Director     June 2, 1995
_______________________________                                    
    William E. Conway, Jr. 
                                    
/s/ Dr.Jeanette Grasselli Brown  Director                       June 1, 1995
_______________________________                                    
Dr. Jeanette Grasselli Brown
                                     
/s/ James A.D. Geier             Director                       June 2, 1995
_______________________________                                    
       James A.D. Geier                               
       
                                 Director                       June  , 1995
_______________________________                                  
       Neil Goldschmidt
Signature                      Title                         Date
     _________                      _____                         ____
                                   

                               
                                 Director                       June  , 1995
_______________________________                                    
     Walter Leisler Kiep                            
     
/s/ Dr. Hans Mark                Director                       June 1, 1995
_______________________________                                    
       Dr. Hans Mark                                   
                               
/s/ Thomas G. Ricks              Director                       June 5, 1995
_______________________________
      Thomas G. Ricks                            
                               
                                      
                                 Director                       June   , 1995
_______________________________                                    
       John M. Slosar                                 
                               
/s/ Helmut Sonnenfeldt           Director                       June 1, 1995
_______________________________                                    
     Helmut Sonnenfeldt
                               
                                 Director                       June   , 1995
_______________________________                                    
 Dr. William E. Sweeney, Jr.                               
                                      
            
/s/ Earle C. Williams            Director                       June 2, 1995
_______________________________                                   
      Earle C. Williams
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. 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)
  

                                E-1