As filed with the Securities and Exchange Commission on November 20, 1998.

                                                   Registration No. 333-________
________________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                 SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
             (Exact name of registrant as specified in its charter)

                  Delaware                                    95-3630868
       (State or other jurisdiction of                     (I.R.S. Employer
       incorporation or organization)                     Identification No.)

          10260 Campus Point Drive
            San Diego, California                                92121
  (Address of Principal Executive Offices)                    (Zip Code)

                                AMSEC Corporation
                      EMPLOYEES 401(K) PROFIT SHARING PLAN
                      ------------------------------------
                            (Full title of the plans)

                             Douglas E. Scott, Esq.
                    Senior Vice President and General Counsel
                 Science Applications International Corporation
                            10260 Campus Point Drive
                           San Diego, California 92121
                                 (619) 546-6000
                      ------------------------------------
                 (Name, address and telephone number, including
                        area code, of agent for service)
<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
           Title of Securities                     Amount                   Proposed                 Proposed           Amount of
           To Be Registered(1)              To Be Registered(2)         Maximum Offering         Maximum Aggregate     Registration
                                                                       Price Per Share(3)         Offering Price           Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                           <C>                    <C>                 <C>      
Class A Common Stock, par value $0.01          100,000 shares                $58.87                 $5,887,000          $1,636.59
per share................................
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)   In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
      this Registration Statement also covers an indeterminate amount of
      interests to be offered or sold pursuant to the employee benefit plan
      described herein.
(2)   Consists of 100,000 shares that are being registered pursuant to the AMSEC
      Corporation Employees 401(k) Profit Sharing Plan.
(3)   This estimate is made pursuant to Rule 457(h) under the Securities Act of
      1933 solely for purposes of calculating the registration fee and is
      determined using the Formula Price (as defined in the Prospectus which is
      a part of this Registration Statement) of the SAIC Class A Common Stock on
      the date hereof.

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

     The Registration Statement shall become effective upon filing in accordance
with Rule 462 under the Securities Act of 1933.
________________________________________________________________________________

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*        Information required by Part I to be contained in the Section 10(a)
         prospectus is omitted from the Registration Statement in accordance
         with Rule 428 under the Securities Act of 1933 and the Note to Part I
         of Form S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents filed by Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:

              (1) Registrant's Annual Report on From 10-K for the fiscal year
         ended January 31, 1998.

              (2) Registrant's Quarterly Report on Form 10-Q for the period
         ended April 30, 1998.

              (3) Registrant's Quarterly Report on Form 10-Q for the period
         ended July 31, 1998.

              (4) Registrant's Current Report on Form 8-K, as filed with the
         Commission on February 5, 1998.

              (5) Registrant's Current Report on Form 8-K, as filed with the
         Commission on April 15, 1998.

              (6) Registrant's Current Report on Form 8-K, as filed with the
         Commission on July 16, 1998.

              (7) Registrant's Current Report on Form 8-K, as filed with the
         Commission on October 14, 1998.

              (8) The information with regard to the Registrant's capital stock
         contained in Post-Effective Amendment No. 1 to the Registration
         Statement on Form 8-A, as filed with the Commission on April 28, 1998.

         In addition, all documents subsequently filed by Registrant or the
AMSEC Corporation Employees 401(k) Profit Sharing Plan 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.

         The legality of the Class A Common Stock offered hereby has been passed
upon for the Registrant by Douglas E. Scott, Esquire, Senior Vice President and
General Counsel of the Registrant. As of October 31, 1998, Mr. Scott owned of
record 13,410 shares of Class A Common Stock, had the right to acquire an
additional 8,100 shares pursuant to previously granted stock options and
beneficially owned a total of 4,605 shares through certain retirement and stock
plans of the Registrant.

                                       2

<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 ("Section 145") of the DGCL provides generally and in
pertinent part that a Delaware corporation may indemnify its directors,
officers, employees and agents against expenses (including attorneys' fees),
judgments, fines and settlements actually and reasonably incurred by them in
connection with any civil, criminal, administrative or investigative action,
suit or proceeding (except actions by or in the right of the corporation), if,
they acted in good faith and in a manner they reasonably believed to be in, or
not opposed to, the best interests of the corporation, and, with respect to any
criminal suit or proceeding, they had no reasonable cause to believe their
conduct was unlawful. Section 145 further provides that, in connection with the
defense or settlement of any action by or in the right of the corporation, a
Delaware corporation may indemnify its directors, officers, employees and agents
against expenses actually and reasonably incurred by them if they acted in good
faith and in a manner they reasonably believed to be in, or not opposed to, the
best interests of the corporation, except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation, absent a determination by a court that
such indemnity is proper. Section 145 further permits a Delaware corporation to
grant its directors, officers, employees and agents additional rights of
indemnification through bylaw provisions and otherwise.

         Section 145 further permits a Delaware corporation to purchase and
maintain insurance on behalf of any persons who are or were directors, officers,
employees or agents of the corporation, or are or were serving at the request
of the corporation as directors, officers, employees or agents of the
corporation, or are or were serving at the request of the corporation as
directors, officers, employees or agents of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
them and incurred by them in any such capacity, or arising out of their status
as such, whether or not the corporation would have the power to indemnify them
against such liability under the other provisions of Section 145.

         Section 102(b)(7) of the DGCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL (relating to
liability for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) or (iv) for any transaction from which the director derived an
improper personal benefit.

         Article FIFTEENTH of the Restated Certificate of Incorporation of the
Registrant provides for the indemnification of its directors and officers to the
fullest extent provided by the DGCL.

         The Registrant also has directors and officers liability insurance,
with policy limits of $50 million, under which directors and officers of
Registrant are insured against certain liabilities which they may incur in such
capacities.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         See Index to Exhibits.

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.

                                       3
<PAGE>

                   (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.
              Notwithstanding the foregoing, any increase or decrease in volume
              of securities offered (if the total dollar value of securities
              offered would not exceed that which was registered) and any
              deviation from the low or high end of the estimated maximum
              offering range may be reflected in the form of prospectus filed
              with the Commission pursuant to Rule 424(b) if, in the aggregate,
              the changes in volume and price represent no more than 20% change
              in the maximum aggregate offering price set forth in the
              "Calculation of Registration Fee" table in the effective
              registration statement.

                   (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, Form S-8 or Form
         F-3, 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 further 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 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 the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       4

<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, State of Virginia, on October 9, 1998.

                                        SCIENCE APPLICATIONS INTERNATIONAL
                                        CORPORATION



                                        By          /S/ J.R. BEYSTER
                                           -------------------------------------
                                                      J.R. Beyster
                                                  Chairman of the Board
                                               and Chief Executive Officer



                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints J.D. Heipt and D.E. Scott, and each of
them, his or her true and lawful attorneys-in-fact and agents, each 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 exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission granting unto said attorneys-in-fact and
agents, and each of them, 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 attorneys-in-fact and agents, or his substitute or substitutes,
may do or cause to be done by virtue hereof.

         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 date indicated:


            SIGNATURE                        TITLE                     DATE

     /S/ J.R. BEYSTER          Chairman of the Board and Chief   October 9, 1998
----------------------------    Executive Officer (Principal
       J. R. Beyster                  Executive Officer)


   /S/ W.A. ROPER, JR.           Principal Financial Officer     October 9, 1998
----------------------------
     W. A. Roper, Jr.


     /S/ P.N. PAVLICS           Principal Accounting Officer     October 9, 1998
----------------------------
       P. N. Pavlics

                                   5

<PAGE>

     /S/ D.P. ANDREWS                     Director               October 9, 1998
----------------------------
       D. P. Andrews


       /S/ V.N. COOK                      Director               October 9, 1998
----------------------------
         V. N. Cook


     /S/ W.H. DEMISCH                     Director               October 9, 1998
----------------------------
       W. H. Demisch


----------------------------              Director               October _, 1998
         D.W. Dorman


     /S/ W.A. DOWNING                     Director               October 9, 1998
----------------------------
       W. A. Downing


       /S/ J.E. GLANCY                    Director               October 9, 1998
----------------------------
         J. E. Glancy


       /S/ B.R. INMAN                     Director               October 9, 1998
----------------------------
         B. R. Inman


      /S/ A.K. JONES                      Director               October 9, 1998
----------------------------
        A. K. Jones


  /S/ H.M.J. KRAEMER, JR.                 Director               October 9, 1998
----------------------------
    H. M. J. Kraemer, Jr.


      /C/ C.B. MALONE                     Director               October 9, 1998
----------------------------
        C. B. Malone


      /S/ J.W. MCRARY                     Director               October 9, 1998
----------------------------
        J. W. McRary

                                       6

<PAGE>

     /S/ S.D. ROCKWOOD                    Director               October 9, 1998
----------------------------
       S. D. Rockwood


      /S/ R.C. SMITH                      Director               October 9, 1998
----------------------------
        R. C. Smith


     /S/ E.A. STRAKER                     Director               October 9, 1998
----------------------------
       E. A. Straker


      /S/ M.E. TROUT                      Director               October 9, 1998
----------------------------
        M. E. Trout


     /S/ J.P. WALKUSH                     Director               October 9, 1998
----------------------------
       J. P. Walkush


   /S/ J.H. WARNER, JR.                   Director               October 9, 1998
----------------------------
     J. H. Warner, Jr.


      /S/ J.A. WELCH                      Director               October 9, 1998
----------------------------
        J. A. Welch


     /S/ J.B. WIESLER                     Director               October 9, 1998
----------------------------
       J. B. Wiesler


       /S/ A.T. YOUNG                     Director               October 9, 1998
----------------------------
         A. T. Young



         Pursuant to the requirements of the Securities Act of 1933, the
Committee for the AMSEC Corporation Employees 401(k) Profit Sharing Plan has
duly caused this Registration Statement to be signed on behalf of such plan by
the undersigned, thereunto duly authorized, in the city of Virginia Beach,
State of Virginia.

                                        AMSEC CORPORATION EMPLOYEES 401(K)
                                        PROFIT SHARING PLAN



                                        By      /s/ L. Rene Hunter
                                           ------------------------------------
                                                    L. Rene Hunter
                                                       Chairman
                                             Profit Sharing Plan Committee

                                       7
<PAGE>

                                                  INDEX TO EXHIBITS


 Exhibit     Exhibit
 Number      -------
 ------

   4.1       AMSEC Corporation 401(k) Profit Sharing Plan, filed herewith.
 
   5.1       Opinion regarding legality of securities to be offered, filed
             herewith.

   23.1      Consent of Independent Accountants, filed herewith.

   23.2      Consent of Douglas E. Scott, Esquire (included in Exhibit 5.1).

   24.1      Power of Attorney (see page 5).

                                       8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22102}]
{"company-data": {"conformed-name": "SCIENCE APPLICATIONS INTERNATIONAL CORP", "cik": "0000353394", "assigned-sic": "8700", "irs-number": "953630868", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67663", "film-number": "98756329"}, "business-address": {"street1": "10260 CAMPUS POINT DR", "street2": "LEGAL DEPT", "city": "SAN DIEGO", "state": "CA", "zip": "92121", "phone": "6195466000"}, "mail-address": {"street1": "LEGAL DEPT", "street2": "10260 CAMPUS POINT DR", "city": "SAN DIEGO", "state": "CA", "zip": "92121"}}
As filed with the Securities and Exchange Commission on November 20, 1998.

                                                   Registration No. 333-________
________________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                 SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
             (Exact name of registrant as specified in its charter)

                  Delaware                                    95-3630868
       (State or other jurisdiction of                     (I.R.S. Employer
       incorporation or organization)                     Identification No.)

          10260 Campus Point Drive
            San Diego, California                                92121
  (Address of Principal Executive Offices)                    (Zip Code)

                                AMSEC Corporation
                      EMPLOYEES 401(K) PROFIT SHARING PLAN
                      ------------------------------------
                            (Full title of the plans)

                             Douglas E. Scott, Esq.
                    Senior Vice President and General Counsel
                 Science Applications International Corporation
                            10260 Campus Point Drive
                           San Diego, California 92121
                                 (619) 546-6000
                      ------------------------------------
                 (Name, address and telephone number, including
                        area code, of agent for service)

------------------------------------------------------------------------------------------------------------------------------------
Title of Securities                     Amount                   Proposed                 Proposed           Amount of
           To Be Registered(1)              To Be Registered(2)         Maximum Offering         Maximum Aggregate     Registration
                                                                       Price Per Share(3)         Offering Price           Fee
------------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, par value $0.01          100,000 shares                $58.87                 $5,887,000          $1,636.59
per share................................
------------------------------------------------------------------------------------------------------------------------------------
(1)   In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
      this Registration Statement also covers an indeterminate amount of
      interests to be offered or sold pursuant to the employee benefit plan
      described herein.
(2)   Consists of 100,000 shares that are being registered pursuant to the AMSEC
      Corporation Employees 401(k) Profit Sharing Plan.
(3)   This estimate is made pursuant to Rule 457(h) under the Securities Act of
      1933 solely for purposes of calculating the registration fee and is
      determined using the Formula Price (as defined in the Prospectus which is
      a part of this Registration Statement) of the SAIC Class A Common Stock on
      the date hereof.

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

     The Registration Statement shall become effective upon filing in accordance
with Rule 462 under the Securities Act of 1933.
________________________________________________________________________________
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*        Information required by Part I to be contained in the Section 10(a)
         prospectus is omitted from the Registration Statement in accordance
         with Rule 428 under the Securities Act of 1933 and the Note to Part I
         of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents filed by Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:

              (1) Registrant's Annual Report on From 10-K for the fiscal year
         ended January 31, 1998.

              (2) Registrant's Quarterly Report on Form 10-Q for the period
         ended April 30, 1998.

              (3) Registrant's Quarterly Report on Form 10-Q for the period
         ended July 31, 1998.

              (4) Registrant's Current Report on Form 8-K, as filed with the
         Commission on February 5, 1998.

              (5) Registrant's Current Report on Form 8-K, as filed with the
         Commission on April 15, 1998.

              (6) Registrant's Current Report on Form 8-K, as filed with the
         Commission on July 16, 1998.

              (7) Registrant's Current Report on Form 8-K, as filed with the
         Commission on October 14, 1998.

              (8) The information with regard to the Registrant's capital stock
         contained in Post-Effective Amendment No. 1 to the Registration
         Statement on Form 8-A, as filed with the Commission on April 28, 1998.

         In addition, all documents subsequently filed by Registrant or the
AMSEC Corporation Employees 401(k) Profit Sharing Plan 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.

         The legality of the Class A Common Stock offered hereby has been passed
upon for the Registrant by Douglas E. Scott, Esquire, Senior Vice President and
General Counsel of the Registrant. As of October 31, 1998, Mr. Scott owned of
record 13,410 shares of Class A Common Stock, had the right to acquire an
additional 8,100 shares pursuant to previously granted stock options and
beneficially owned a total of 4,605 shares through certain retirement and stock
plans of the Registrant.

                                       2
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 ("Section 145") of the DGCL provides generally and in
pertinent part that a Delaware corporation may indemnify its directors,
officers, employees and agents against expenses (including attorneys' fees),
judgments, fines and settlements actually and reasonably incurred by them in
connection with any civil, criminal, administrative or investigative action,
suit or proceeding (except actions by or in the right of the corporation), if,
they acted in good faith and in a manner they reasonably believed to be in, or
not opposed to, the best interests of the corporation, and, with respect to any
criminal suit or proceeding, they had no reasonable cause to believe their
conduct was unlawful. Section 145 further provides that, in connection with the
defense or settlement of any action by or in the right of the corporation, a
Delaware corporation may indemnify its directors, officers, employees and agents
against expenses actually and reasonably incurred by them if they acted in good
faith and in a manner they reasonably believed to be in, or not opposed to, the
best interests of the corporation, except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation, absent a determination by a court that
such indemnity is proper. Section 145 further permits a Delaware corporation to
grant its directors, officers, employees and agents additional rights of
indemnification through bylaw provisions and otherwise.

         Section 145 further permits a Delaware corporation to purchase and
maintain insurance on behalf of any persons who are or were directors, officers,
employees or agents of the corporation, or are or were serving at the request
of the corporation as directors, officers, employees or agents of the
corporation, or are or were serving at the request of the corporation as
directors, officers, employees or agents of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
them and incurred by them in any such capacity, or arising out of their status
as such, whether or not the corporation would have the power to indemnify them
against such liability under the other provisions of Section 145.

         Section 102(b)(7) of the DGCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL (relating to
liability for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) or (iv) for any transaction from which the director derived an
improper personal benefit.

         Article FIFTEENTH of the Restated Certificate of Incorporation of the
Registrant provides for the indemnification of its directors and officers to the
fullest extent provided by the DGCL.

         The Registrant also has directors and officers liability insurance,
with policy limits of $50 million, under which directors and officers of
Registrant are insured against certain liabilities which they may incur in such
capacities.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         See Index to Exhibits.

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.

                                       3
(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.
              Notwithstanding the foregoing, any increase or decrease in volume
              of securities offered (if the total dollar value of securities
              offered would not exceed that which was registered) and any
              deviation from the low or high end of the estimated maximum
              offering range may be reflected in the form of prospectus filed
              with the Commission pursuant to Rule 424(b) if, in the aggregate,
              the changes in volume and price represent no more than 20% change
              in the maximum aggregate offering price set forth in the
              "Calculation of Registration Fee" table in the effective
              registration statement.

                   (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, Form S-8 or Form
         F-3, 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 further 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 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 the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       4
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, State of Virginia, on October 9, 1998.

                                        SCIENCE APPLICATIONS INTERNATIONAL
                                        CORPORATION

                                        By          /S/ J.R. BEYSTER
                                           -------------------------------------
                                                      J.R. Beyster
                                                  Chairman of the Board
                                               and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints J.D. Heipt and D.E. Scott, and each of
them, his or her true and lawful attorneys-in-fact and agents, each 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 exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission granting unto said attorneys-in-fact and
agents, and each of them, 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 attorneys-in-fact and agents, or his substitute or substitutes,
may do or cause to be done by virtue hereof.

         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 date indicated:

            SIGNATURE                        TITLE                     DATE

     /S/ J.R. BEYSTER          Chairman of the Board and Chief   October 9, 1998
----------------------------    Executive Officer (Principal
       J. R. Beyster                  Executive Officer)

   /S/ W.A. ROPER, JR.           Principal Financial Officer     October 9, 1998
----------------------------
     W. A. Roper, Jr.

     /S/ P.N. PAVLICS           Principal Accounting Officer     October 9, 1998
----------------------------
       P. N. Pavlics

                                   5
/S/ D.P. ANDREWS                     Director               October 9, 1998
----------------------------
       D. P. Andrews

       /S/ V.N. COOK                      Director               October 9, 1998
----------------------------
         V. N. Cook

     /S/ W.H. DEMISCH                     Director               October 9, 1998
----------------------------
       W. H. Demisch

----------------------------              Director               October _, 1998
         D.W. Dorman

     /S/ W.A. DOWNING                     Director               October 9, 1998
----------------------------
       W. A. Downing

       /S/ J.E. GLANCY                    Director               October 9, 1998
----------------------------
         J. E. Glancy

       /S/ B.R. INMAN                     Director               October 9, 1998
----------------------------
         B. R. Inman

      /S/ A.K. JONES                      Director               October 9, 1998
----------------------------
        A. K. Jones

  /S/ H.M.J. KRAEMER, JR.                 Director               October 9, 1998
----------------------------
    H. M. J. Kraemer, Jr.

      /C/ C.B. MALONE                     Director               October 9, 1998
----------------------------
        C. B. Malone

      /S/ J.W. MCRARY                     Director               October 9, 1998
----------------------------
        J. W. McRary

                                       6
/S/ S.D. ROCKWOOD                    Director               October 9, 1998
----------------------------
       S. D. Rockwood

      /S/ R.C. SMITH                      Director               October 9, 1998
----------------------------
        R. C. Smith

     /S/ E.A. STRAKER                     Director               October 9, 1998
----------------------------
       E. A. Straker

      /S/ M.E. TROUT                      Director               October 9, 1998
----------------------------
        M. E. Trout

     /S/ J.P. WALKUSH                     Director               October 9, 1998
----------------------------
       J. P. Walkush

   /S/ J.H. WARNER, JR.                   Director               October 9, 1998
----------------------------
     J. H. Warner, Jr.

      /S/ J.A. WELCH                      Director               October 9, 1998
----------------------------
        J. A. Welch

     /S/ J.B. WIESLER                     Director               October 9, 1998
----------------------------
       J. B. Wiesler

       /S/ A.T. YOUNG                     Director               October 9, 1998
----------------------------
         A. T. Young

         Pursuant to the requirements of the Securities Act of 1933, the
Committee for the AMSEC Corporation Employees 401(k) Profit Sharing Plan has
duly caused this Registration Statement to be signed on behalf of such plan by
the undersigned, thereunto duly authorized, in the city of Virginia Beach,
State of Virginia.

                                        AMSEC CORPORATION EMPLOYEES 401(K)
                                        PROFIT SHARING PLAN

                                        By      /s/ L. Rene Hunter
                                           ------------------------------------
                                                    L. Rene Hunter
                                                       Chairman
                                             Profit Sharing Plan Committee

                                       7
INDEX TO EXHIBITS

 Exhibit     Exhibit
 Number      -------
 ------

   4.1       AMSEC Corporation 401(k) Profit Sharing Plan, filed herewith.
 
   5.1       Opinion regarding legality of securities to be offered, filed
             herewith.

   23.1      Consent of Independent Accountants, filed herewith.

   23.2      Consent of Douglas E. Scott, Esquire (included in Exhibit 5.1).

   24.1      Power of Attorney (see page 5).

                                       8