Registration No. 33-

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

                            CACI International Inc
-------------------------------------------------------------------------
              (Exact name of issuer as specified in its charter)

        Delaware                                       54-1345888
-------------------------------------------------------------------------
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                      Identification No.)

1100 North Glebe Road, Arlington VA                        22201
-------------------------------------------------------------------------
(Address of principal executive offices)                (Zip Code)

                            CACI International Inc
                          1996 Stock Incentive Plan
                          -------------------------
                          (Full title of the plans)

                             Jeffrey P. Elefante
                 Executive Vice President and General Counsel
                            CACI International Inc
                            1100 North Glebe Road
                             Arlington, VA 22201
                               (703) 841-7800
-------------------------------------------------------------------------
                  (Name and address, including zip code, and
         telephone number, including area code, of agent for service)

                               WITH A COPY TO:
                            David W. Walker, Esq.
                             Foley, Hoag & Eliot
                           One Post Office Square
                         Boston, Massachusetts 02109
                                (617) 832-1000

=========================================================================

                        CALCULATION OF REGISTRATION FEE

=========================================================================
                                                 Proposed
 Title of                         Proposed        Maximum
Securities          Amount         Maximum       Aggregate      Amount of
  to be              to be      Offering Price   Offering      Registration
Registered         Registered     Per Share        Price           Fee
-------------------------------------------------------------------------

Common Stock      1,500,000     $22.81<F1>    $34,218,750<F1>  $10,369.32<F1>
(par value $0.01)   shares
<F1> Estimated pursuant to Rule 457 (c) and (h) based on the average of the
high and low prices of the Common Stock as reported on January 22, 1996 on
the NASDAQ Stock Market.
<PAGE>
Prospectus
----------
                THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
                      COVERING SECURITIES THAT HAVE BEEN
                 REGISTERED UNDER THE SECURITIES ACT OF 1933

                              January 24, 1997

                                INTRODUCTION
                                -----------

This Prospectus relates to 1,500,000 shares of Common Stock, $0.10 par value
per share ("Common Stock"), to be offered to key employees and officers of
CACI International Inc and its subsidiaries (the "Company") under an employee
benefit plan providing for the grant of a variety of stock incentive awards,
designated the 1996 Stock Incentive Plan (the "1996 Plan").

                                THE 1996 PLAN
                                -------------

Purpose
-------

The purpose of the 1996 Plan is to provide additional incentive to executives
and other key employees of the Company and its subsidiaries. As described
below, the 1996 Plan permits the issuance of incentive stock options, non-
qualified stock options, conditioned stock awards, unrestricted stock awards,
performance share awards and stock appreciation rights (collectively,
"Awards")

The 1996 Plan authorizes the grant of (i) options to purchase Common Stock
intended to qualify as incentive stock options ("Incentive Options"), as
defined in Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), (ii) options that do not so qualify ("Nonqualified Options"), (iii)
shares of stock at no cost or at a purchase price set by the Committee,
subject to restrictions and conditions determined by the Committee, (iv)
unrestricted shares of stock at prices set by the Committee, (v) rights to
acquire shares of Common Stock upon attainment of performance goals specified
by the Committee, and (vi) rights to receive cash payments based on or
measured by appreciation in the market price of the Common Stock ("Stock
Appreciation Rights").

Up to 1,500,000 shares of Common Stock (subject to adjustment upon certain
changes in the capitalization of the Company) may be issued pursuant to
options granted under the 1996 Plan. No employee may be granted awards under
the 1996 Plan, including stock options and stock appreciation rights, with
respect to more than 300,000 shares in any calendar year.

The 1996 Plan will be administered by a Committee of Directors who are not
officers or employees of the Company (the "Committee"). The Committee will
select the individuals to whom options are granted and will determine the
option exercise price and other terms of each award, subject to the
provisions of the 1996 Plan. Incentive Options may be granted under the 1996
Plan to employees, including officers.  As of December 31, 1996,
approximately 3,500 employees were eligible to participate in the 1996 Plan.
Nonqualified Options may be granted under the 1996 Plan to employees and
officers.

No options may extend for more than ten years from the date of grant (five
years in the case of an optionee who owns stock possessing more than 10% of
the total combined voting power of all classes of stock of the Company or any
parent or subsidiary ("greater-than-ten-percent-stockholders").  The exercise
price of Incentive Options granted under the 1996 Plan must be at least equal
to the fair market value of the Common Stock on the date of grant (110% of
fair market value in the case of a greater-than-ten-percent-stockholder). 
The aggregate fair market value (determined at the time of grant) of shares
issuable pursuant to Incentive Options which first become exercisable by an
employee or officer in any calendar year may not exceed $100,000.

Options are non-transferable except by will or by the laws of descent or
distribution and are exercisable, during the optionee's lifetime, only by the
optionee.  Incentive Options generally may not be exercised after (i)
termination of the optionee's employment by the Company for cause, (ii)
ninety days after termination of the optionee's employment by the Company
without cause or by the optionee voluntarily, including retirement in
accordance with the Company's policy, (iii) one year following the optionee's
termination of employment with the Company by reason of disability, and (iv)
two years following an optionee's death if the optionee's death occurs prior
to termination of the optionee's employment with the Company. The terms and
conditions of Nonqualified Options and Stock Appreciation Rights will be
determined by the Committee in connection with each grant, if any.

Payment of the exercise price of the shares subject to the option may be made
with (i) cash or check for an amount equal to the option price for such
shares, (ii) with the consent of the Committee, shares of Common Stock having
a fair market value equal to the option price of such shares, (iii) with the
consent of the Committee, delivery of such documentation as the Committee and
the broker, if applicable, will require to effect an exercise of the option
and delivery to the Company of the sale or loan proceeds required to pay the
option price, (iv) with the consent of the Committee, such other
consideration which is acceptable to the Committee and has a fair market
value equal to the option price of such shares, or (v) with the consent of
the Committee, a combination of the foregoing.


Federal Income Tax Information with Respect to the 1996 Stock Incentive Plan
----------------------------------------------------------------------------

The grantee of a Nonqualified Option recognizes no income for federal income
tax purposes on the grant thereof.  On the exercise of a Nonqualified Option,
the difference between the fair market value of the underlying shares of
Common Stock on the exercise date and the option exercise price is treated as
compensation to the holder of the option taxable as ordinary income in the
year of exercise, and such fair market value becomes the basis for the
underlying shares which will be used in computing any capital gain or loss
upon disposition of such shares.  Subject to certain limitations, the Company
may deduct for the year of exercise an amount equal to the amount recognized
by the option holder as ordinary income upon exercise of a Nonqualified
Option.

The grantee of an Incentive Option recognizes no income for federal income
tax purposes on the grant thereof.  Except as provided below with respect to
the alternative minimum tax, there is no tax upon exercise of an Incentive
Option.  If no disposition of shares acquired upon exercise of the Incentive
Option is made by the option holder within two years from the date of the
grant of the Incentive Option or within one year after exercise of the
Incentive Option, any gain realized by the option holder on the subsequent
sale of such shares is treated as a long-term capital gain for federal income
tax purposes.  If the shares are sold prior to the expiration of such
periods, the difference between the lesser of the value of the shares at the
date of exercise or at the date of sale and the exercise price of the
Incentive Option is treated as compensation to the employee taxable as
ordinary income and the excess gain, if any, is treated as capital gain
(which will be long-term capital gain if the shares are held for more than
one year).

The excess of the fair market value of the underlying shares over the option
price at the time of exercise of an Incentive Option will constitute an item
of tax preference for purposes of the alternative minimum tax.  Taxpayers who
incur the alternative minimum tax are allowed a credit which may be carried
forward indefinitely to be used as a credit against the regular tax liability
in a later year; however, the minimum tax credit can not reduce the regular
tax below the alternative minimum tax for that carryover year.

Availability of Documents Incorporated by Reference
---------------------------------------------------

A copy of any document incorporated by reference in Item 3 of Part II of the
Registration Statement of which this Prospectus is a part (not including
exhibits), such documents incorporated by reference constituting a prospectus
under Section 10(a) of the Act, and any other documents required to be
delivered to employees pursuant to Rule 428(b) promulgated under the Act will
be provided to any option holder by the Company upon written or oral request
to the Company's Executive Vice President and General Counsel, CACI
International Inc, 1100 North Glebe Road, Arlington, Virginia 22201,
telephone (703) 841-7800.

<PAGE>
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.
-------------------------------------------------

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

     (a)   the description of the Company's Common Stock contained in the
Registration Statement on Form 8-A filed with the Commission under Section 12
of the Securities Exchange Act of 1934, including any amendment or report
filed for the purpose of updating such description.

     (b)   the Company's Annual Report on Form 10-K for the year ended June
30, 1996, File No. 0-8401, filed with the Commission on September 27, 1996.

     (c)   the Company's Quarterly Reports on Form 10-Q for the quarter ended
September 30, 1996 , File No. 0-8401.

All documents subsequently filed by the Company 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 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 validity of the securities registered hereby is being passed upon for the
Company by Foley, Hoag & Eliot, Boston, Massachusetts.


Item 6.  Indemnification of Directors and Officers.
---------------------------------------------------

Article V, Section 9 of the Company's By-Laws provides as follows:

"Every person who was or is a party or is threatened to be made a party to or
is involved in any action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, by reason of the fact that he or a person
of whom he is the legal representative is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a
director or officer of another corporation, shall be indemnified and held
harmless to the fullest extent legally permissible under the General
Corporation Law of the state of Delaware from time to time against all
expense, liability, and loss (including attorneys' fees, judgments, fines,
and, if approved by the Board of Directors, amounts paid or to be paid in
settlement) reasonably incurred or suffered by him in connection therewith.

"If authorized by the Board of Directors, expenses incurred in connection
with the defense of any civil or criminal action, suit, or proceeding may be
paid by the Corporation in advance of the disposition of the action, suit, or
proceeding, upon receipt of an undertaking by or on behalf of the director or
officer to repay such amounts if it shall be ultimately determined that he is
not entitled to be indemnified by the Corporation.

"The foregoing right of indemnification shall be in addition to, and not
exclusive of, all other rights to which such director or officer may be
entitled. Payments pursuant to the Corporation's indemnification of any
person hereunder shall be reduced by any amounts such person may collect as
indemnification under any policy of insurance purchased and maintained on his
behalf by this or any other Corporation."

The effect of these provisions would be to permit such indemnification by the
Company for liabilities arising out of the Securities Act of 1933.


Item 7.  Exemption from Registration Claimed.
---------------------------------------------

Not applicable.


Item 8.  Exhibits.
------------------

     4.1   Articles of Organization of the Company.

     4.2   By-Laws of the Company.

     4.3   1996 Incentive Stock Plan.

     5.1   Opinion of Counsel.

     23.1  Consent of Independent Auditors.

     23.2  Consent of Counsel (included in Exhibit 5.1).

     24.1  Power of Attorney (contained on the signature page).


Item 9.  Undertakings.
----------------------

1.   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 Section 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 herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

2.   The undersigned Registrant hereby undertakes:

     (a)   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;

           (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 2(a)(i) and 2 (a) (ii) do not apply if 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 herein.

     (b)   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 herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

     (c)   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.

3.   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.
<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 Arlington, Virginia, on this 24th day of January
1997.

                                     CACI International Inc


                                     By:              /s/
                                        ---------------------------------
                                        Jeffrey P. Elefante
                                        Executive Vice President and
                                        General Counsel


                              POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints James P. Allen and Jeffrey P. Elefante, and
each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution, 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 all 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 which they, or either of them, may deem necessary or
advisable to be done in connection with this Registration Statement, 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 any of
them, or any substitute or substitutes for either or both of them, may
lawfully 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 dates indicated.

Signature                                 Title                Date


             /s/
----------------------------    President and Chairman,     January 24, 1997
J.P. London                     Director
                                (Principal Executive
                                 Officer)
             /s/
----------------------------    Executive Vice President,   January 24, 1997
James P. Allen                  Treasurer
                                (Principal Financial
                                Officer)
<PAGE>
            /s/
----------------------------    Director                    January 24, 1997
Richard L. Leatherwood

           /s/
----------------------------    Director                    January 24, 1997 
Alan S. Parsow

           /s/
----------------------------    Director                    January 24, 1997
Larry L. Pfirman

          /s/
----------------------------    Director                    January 24, 1997
Warren R. Phillips

         /s/
----------------------------    Director                    January 24, 1997
Charles P. Revoile

        /s/
----------------------------    Director                    January 24, 1997
William B. Snyder

       /s/
---------------------------     Director                    January 24, 1997
Richard P. Sullivan

      /s/
---------------------------     Director                    January 24, 1997
John M. Toups
<PAGE>
                                EXHIBIT INDEX


Exhibit
  No.     Description
-------   -----------

  4.1     Articles of Organization of the Company
          (Filed as Exhibit 3.1 to the Company's Annual report on Form 10-K
          for the year ended June 30, 1996, file no. 08401)

  4.2     By-Laws of the Company
          (Filed as Exhibit 3.2 to the Company's Annual report on Form 10-K
          for the year ended June 30, 1996, file no. 08401)

  4.3     1996 Stock Incentive Plan

  5.1     Opinion of Counsel

  23.1    Consent of Independent Auditors

  23.2    Consent of Counsel (included in Exhibit 5.1)

  24.1    Power of Attorney (contained on the signature page)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 23447}]
{"company-data": {"conformed-name": "CACI INTERNATIONAL INC /DE/", "cik": "0000016058", "assigned-sic": "8711", "irs-number": "541345888", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-20407", "film-number": "97510748"}, "business-address": {"street1": "1100 N GLEBE ST", "city": "ARLINGTON", "state": "VA", "zip": "22201", "phone": "7038417800"}, "mail-address": {"street1": "1100 NORTH GLEBE ROAD", "city": "ARLINGTON", "state": "VA", "zip": "22201"}, "former-company": [{"former-conformed-name": "CACI INC /DE/", "date-changed": "19870119"}, {"former-conformed-name": "CONSOLIDATED ANALYSIS CENTERS INC", "date-changed": "19730102"}, {"former-conformed-name": "CALIFORNIA ANALYSIS CENTER INC", "date-changed": "19680603"}]}
Registration No. 33-

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

                            CACI International Inc
-------------------------------------------------------------------------
              (Exact name of issuer as specified in its charter)

        Delaware                                       54-1345888
-------------------------------------------------------------------------
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                      Identification No.)

1100 North Glebe Road, Arlington VA                        22201
-------------------------------------------------------------------------
(Address of principal executive offices)                (Zip Code)

                            CACI International Inc
                          1996 Stock Incentive Plan
                          -------------------------
                          (Full title of the plans)

                             Jeffrey P. Elefante
                 Executive Vice President and General Counsel
                            CACI International Inc
                            1100 North Glebe Road
                             Arlington, VA 22201
                               (703) 841-7800
-------------------------------------------------------------------------
                  (Name and address, including zip code, and
         telephone number, including area code, of agent for service)

                               WITH A COPY TO:
                            David W. Walker, Esq.
                             Foley, Hoag & Eliot
                           One Post Office Square
                         Boston, Massachusetts 02109
                                (617) 832-1000

=========================================================================

                        CALCULATION OF REGISTRATION FEE

=========================================================================
                                                 Proposed
 Title of                         Proposed        Maximum
Securities          Amount         Maximum       Aggregate      Amount of
  to be              to be      Offering Price   Offering      Registration
Registered         Registered     Per Share        Price           Fee
-------------------------------------------------------------------------

Common Stock      1,500,000     $22.81
$34,218,750
$10,369.32
(par value $0.01)   shares
Estimated pursuant to Rule 457 (c) and (h) based on the average of the
high and low prices of the Common Stock as reported on January 22, 1996 on
the NASDAQ Stock Market.
Prospectus
----------
                THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
                      COVERING SECURITIES THAT HAVE BEEN
                 REGISTERED UNDER THE SECURITIES ACT OF 1933

                              January 24, 1997

                                INTRODUCTION
                                -----------

This Prospectus relates to 1,500,000 shares of Common Stock, $0.10 par value
per share ("Common Stock"), to be offered to key employees and officers of
CACI International Inc and its subsidiaries (the "Company") under an employee
benefit plan providing for the grant of a variety of stock incentive awards,
designated the 1996 Stock Incentive Plan (the "1996 Plan").

                                THE 1996 PLAN
                                -------------

Purpose
-------

The purpose of the 1996 Plan is to provide additional incentive to executives
and other key employees of the Company and its subsidiaries. As described
below, the 1996 Plan permits the issuance of incentive stock options, non-
qualified stock options, conditioned stock awards, unrestricted stock awards,
performance share awards and stock appreciation rights (collectively,
"Awards")

The 1996 Plan authorizes the grant of (i) options to purchase Common Stock
intended to qualify as incentive stock options ("Incentive Options"), as
defined in Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), (ii) options that do not so qualify ("Nonqualified Options"), (iii)
shares of stock at no cost or at a purchase price set by the Committee,
subject to restrictions and conditions determined by the Committee, (iv)
unrestricted shares of stock at prices set by the Committee, (v) rights to
acquire shares of Common Stock upon attainment of performance goals specified
by the Committee, and (vi) rights to receive cash payments based on or
measured by appreciation in the market price of the Common Stock ("Stock
Appreciation Rights").

Up to 1,500,000 shares of Common Stock (subject to adjustment upon certain
changes in the capitalization of the Company) may be issued pursuant to
options granted under the 1996 Plan. No employee may be granted awards under
the 1996 Plan, including stock options and stock appreciation rights, with
respect to more than 300,000 shares in any calendar year.

The 1996 Plan will be administered by a Committee of Directors who are not
officers or employees of the Company (the "Committee"). The Committee will
select the individuals to whom options are granted and will determine the
option exercise price and other terms of each award, subject to the
provisions of the 1996 Plan. Incentive Options may be granted under the 1996
Plan to employees, including officers.  As of December 31, 1996,
approximately 3,500 employees were eligible to participate in the 1996 Plan.
Nonqualified Options may be granted under the 1996 Plan to employees and
officers.

No options may extend for more than ten years from the date of grant (five
years in the case of an optionee who owns stock possessing more than 10% of
the total combined voting power of all classes of stock of the Company or any
parent or subsidiary ("greater-than-ten-percent-stockholders").  The exercise
price of Incentive Options granted under the 1996 Plan must be at least equal
to the fair market value of the Common Stock on the date of grant (110% of
fair market value in the case of a greater-than-ten-percent-stockholder). 
The aggregate fair market value (determined at the time of grant) of shares
issuable pursuant to Incentive Options which first become exercisable by an
employee or officer in any calendar year may not exceed $100,000.

Options are non-transferable except by will or by the laws of descent or
distribution and are exercisable, during the optionee's lifetime, only by the
optionee.  Incentive Options generally may not be exercised after (i)
termination of the optionee's employment by the Company for cause, (ii)
ninety days after termination of the optionee's employment by the Company
without cause or by the optionee voluntarily, including retirement in
accordance with the Company's policy, (iii) one year following the optionee's
termination of employment with the Company by reason of disability, and (iv)
two years following an optionee's death if the optionee's death occurs prior
to termination of the optionee's employment with the Company. The terms and
conditions of Nonqualified Options and Stock Appreciation Rights will be
determined by the Committee in connection with each grant, if any.

Payment of the exercise price of the shares subject to the option may be made
with (i) cash or check for an amount equal to the option price for such
shares, (ii) with the consent of the Committee, shares of Common Stock having
a fair market value equal to the option price of such shares, (iii) with the
consent of the Committee, delivery of such documentation as the Committee and
the broker, if applicable, will require to effect an exercise of the option
and delivery to the Company of the sale or loan proceeds required to pay the
option price, (iv) with the consent of the Committee, such other
consideration which is acceptable to the Committee and has a fair market
value equal to the option price of such shares, or (v) with the consent of
the Committee, a combination of the foregoing.

Federal Income Tax Information with Respect to the 1996 Stock Incentive Plan
----------------------------------------------------------------------------

The grantee of a Nonqualified Option recognizes no income for federal income
tax purposes on the grant thereof.  On the exercise of a Nonqualified Option,
the difference between the fair market value of the underlying shares of
Common Stock on the exercise date and the option exercise price is treated as
compensation to the holder of the option taxable as ordinary income in the
year of exercise, and such fair market value becomes the basis for the
underlying shares which will be used in computing any capital gain or loss
upon disposition of such shares.  Subject to certain limitations, the Company
may deduct for the year of exercise an amount equal to the amount recognized
by the option holder as ordinary income upon exercise of a Nonqualified
Option.

The grantee of an Incentive Option recognizes no income for federal income
tax purposes on the grant thereof.  Except as provided below with respect to
the alternative minimum tax, there is no tax upon exercise of an Incentive
Option.  If no disposition of shares acquired upon exercise of the Incentive
Option is made by the option holder within two years from the date of the
grant of the Incentive Option or within one year after exercise of the
Incentive Option, any gain realized by the option holder on the subsequent
sale of such shares is treated as a long-term capital gain for federal income
tax purposes.  If the shares are sold prior to the expiration of such
periods, the difference between the lesser of the value of the shares at the
date of exercise or at the date of sale and the exercise price of the
Incentive Option is treated as compensation to the employee taxable as
ordinary income and the excess gain, if any, is treated as capital gain
(which will be long-term capital gain if the shares are held for more than
one year).

The excess of the fair market value of the underlying shares over the option
price at the time of exercise of an Incentive Option will constitute an item
of tax preference for purposes of the alternative minimum tax.  Taxpayers who
incur the alternative minimum tax are allowed a credit which may be carried
forward indefinitely to be used as a credit against the regular tax liability
in a later year; however, the minimum tax credit can not reduce the regular
tax below the alternative minimum tax for that carryover year.

Availability of Documents Incorporated by Reference
---------------------------------------------------

A copy of any document incorporated by reference in Item 3 of Part II of the
Registration Statement of which this Prospectus is a part (not including
exhibits), such documents incorporated by reference constituting a prospectus
under Section 10(a) of the Act, and any other documents required to be
delivered to employees pursuant to Rule 428(b) promulgated under the Act will
be provided to any option holder by the Company upon written or oral request
to the Company's Executive Vice President and General Counsel, CACI
International Inc, 1100 North Glebe Road, Arlington, Virginia 22201,
telephone (703) 841-7800.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
-------------------------------------------------

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

     (a)   the description of the Company's Common Stock contained in the
Registration Statement on Form 8-A filed with the Commission under Section 12
of the Securities Exchange Act of 1934, including any amendment or report
filed for the purpose of updating such description.

     (b)   the Company's Annual Report on Form 10-K for the year ended June
30, 1996, File No. 0-8401, filed with the Commission on September 27, 1996.

     (c)   the Company's Quarterly Reports on Form 10-Q for the quarter ended
September 30, 1996 , File No. 0-8401.

All documents subsequently filed by the Company 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 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 validity of the securities registered hereby is being passed upon for the
Company by Foley, Hoag & Eliot, Boston, Massachusetts.

Item 6.  Indemnification of Directors and Officers.
---------------------------------------------------

Article V, Section 9 of the Company's By-Laws provides as follows:

"Every person who was or is a party or is threatened to be made a party to or
is involved in any action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, by reason of the fact that he or a person
of whom he is the legal representative is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a
director or officer of another corporation, shall be indemnified and held
harmless to the fullest extent legally permissible under the General
Corporation Law of the state of Delaware from time to time against all
expense, liability, and loss (including attorneys' fees, judgments, fines,
and, if approved by the Board of Directors, amounts paid or to be paid in
settlement) reasonably incurred or suffered by him in connection therewith.

"If authorized by the Board of Directors, expenses incurred in connection
with the defense of any civil or criminal action, suit, or proceeding may be
paid by the Corporation in advance of the disposition of the action, suit, or
proceeding, upon receipt of an undertaking by or on behalf of the director or
officer to repay such amounts if it shall be ultimately determined that he is
not entitled to be indemnified by the Corporation.

"The foregoing right of indemnification shall be in addition to, and not
exclusive of, all other rights to which such director or officer may be
entitled. Payments pursuant to the Corporation's indemnification of any
person hereunder shall be reduced by any amounts such person may collect as
indemnification under any policy of insurance purchased and maintained on his
behalf by this or any other Corporation."

The effect of these provisions would be to permit such indemnification by the
Company for liabilities arising out of the Securities Act of 1933.

Item 7.  Exemption from Registration Claimed.
---------------------------------------------

Not applicable.

Item 8.  Exhibits.
------------------

     4.1   Articles of Organization of the Company.

     4.2   By-Laws of the Company.

     4.3   1996 Incentive Stock Plan.

     5.1   Opinion of Counsel.

     23.1  Consent of Independent Auditors.

     23.2  Consent of Counsel (included in Exhibit 5.1).

     24.1  Power of Attorney (contained on the signature page).

Item 9.  Undertakings.
----------------------

1.   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 Section 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 herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

2.   The undersigned Registrant hereby undertakes:

     (a)   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;

           (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 2(a)(i) and 2 (a) (ii) do not apply if 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 herein.

     (b)   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 herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

     (c)   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.

3.   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.
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 Arlington, Virginia, on this 24th day of January
1997.

                                     CACI International Inc

                                     By:              /s/
                                        ---------------------------------
                                        Jeffrey P. Elefante
                                        Executive Vice President and
                                        General Counsel

                              POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints James P. Allen and Jeffrey P. Elefante, and
each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution, 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 all 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 which they, or either of them, may deem necessary or
advisable to be done in connection with this Registration Statement, 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 any of
them, or any substitute or substitutes for either or both of them, may
lawfully 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 dates indicated.

Signature                                 Title                Date

             /s/
----------------------------    President and Chairman,     January 24, 1997
J.P. London                     Director
                                (Principal Executive
                                 Officer)
             /s/
----------------------------    Executive Vice President,   January 24, 1997
James P. Allen                  Treasurer
                                (Principal Financial
                                Officer)
/s/
----------------------------    Director                    January 24, 1997
Richard L. Leatherwood

           /s/
----------------------------    Director                    January 24, 1997 
Alan S. Parsow

           /s/
----------------------------    Director                    January 24, 1997
Larry L. Pfirman

          /s/
----------------------------    Director                    January 24, 1997
Warren R. Phillips

         /s/
----------------------------    Director                    January 24, 1997
Charles P. Revoile

        /s/
----------------------------    Director                    January 24, 1997
William B. Snyder

       /s/
---------------------------     Director                    January 24, 1997
Richard P. Sullivan

      /s/
---------------------------     Director                    January 24, 1997
John M. Toups
EXHIBIT INDEX

Exhibit
  No.     Description
-------   -----------

  4.1     Articles of Organization of the Company
          (Filed as Exhibit 3.1 to the Company's Annual report on Form 10-K
          for the year ended June 30, 1996, file no. 08401)

  4.2     By-Laws of the Company
          (Filed as Exhibit 3.2 to the Company's Annual report on Form 10-K
          for the year ended June 30, 1996, file no. 08401)

  4.3     1996 Stock Incentive Plan

  5.1     Opinion of Counsel

  23.1    Consent of Independent Auditors

  23.2    Consent of Counsel (included in Exhibit 5.1)

  24.1    Power of Attorney (contained on the signature page)