AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 6, 1998

                                                       Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             GRC International, Inc.
             (Exact name of registrant as specified in its charter)

               Delaware                              95-2131929
               --------                              ----------
         (State or other jurisdiction of          (I.R.S. Employer
         incorporation or organization)          Identification Number)

                    1900 Gallows Road, Vienna, Virginia 22182
                    -----------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                             GRC International, Inc.
                         1994 Employee Stock Option Plan
                         1996 Officers Stock Option Plan
                            1996 Employee Option Plan
                               1998 Option Plan
                             ----------------------
                            (Full Title of the Plan)

                            Gary L. Denman, President
                           and Chief Executive Officer
                             GRC International, Inc.
                    1900 Gallows Road, Vienna, Virginia 22182

                         Copy to: Thomas E. McCabe, Esq.
              Senior Vice President, General Counsel and Secretary
                             GRC International, Inc.
                    1900 Gallows Road, Vienna, Virginia 22182
                    -----------------------------------------
                     (Name and Address of Agent for Service)

                                 (703) 506-5005
          ------------------------------------------------------------
          (Telephone Number, including Area Code, of Agent for Service)
<TABLE>
<CAPTION>

                                        CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------------
Title of securities      Amount to be             Proposed maximum                  Proposed maximum               Amount of
 to be registered         registered        offering price per share (1)      aggregate offering price (1)     registration fee
-------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                      <C>                             <C>                                <C>
Common Stock          860,000 shares (2)             $6.5625                       $5,643,750                      $1,568.97
$.10 par value
</TABLE>

(1)  Determined  solely  for the  purpose  of  computing  the  registration  fee
     pursuant  to Rules  457(c) and (h)(1)  based on the average of the high and
     low prices of the Registrant's  common stock reported in the New York Stock
     Exchange consolidated reporting system on November 2, 1998.

(2)  Pursuant to Rule  416(a),  the number of shares being  registered  shall be
     adjusted to include any  additional  shares which may become  issuable as a
     result  of  stock  splits,  stock  dividends  or  similar  transactions  in
     accordance with the anti-dilution provision of the plans listed above.


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The  document(s)  containing  information  specified  by Part I of this Form S-8
Registration  Statement  (the  "Registration  Statement") to be sent or given to
participants in the plans listed on the cover of the Registration Statement (the
"Plans") as  specified  in Rule  428(b)(1)  promulgated  by the  Securities  and
Exchange  Commission  (the  "Commission")  under the  Securities Act of 1933, as
amended (the "1933 Act"),  are not being filed with the Commission,  as provided
by Form S-8 and Rule 428.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

The following documents,  which have been filed with the Commission,  are hereby
incorporated by reference:

1. The  Registrant's  Annual  Report on Form 10-K for the fiscal year ended June
30, 1998;

2.  The  description  of  the   Registrant's   common  stock  contained  in  the
Registrant's  registration  statement  for  the  common  stock  filed  with  the
Commission under the Securities Exchange Act of 1934, including any amendment or
report filed for the purpose of updating the description;

3. All documents filed by the Registrant pursuant to Sections 13(a) and 15(d) of
the Securities Exchange Act of 1934 since June 30, 1998; and

4. All documents  hereafter filed by the Registrant  pursuant to Sections 13(a),
13(c),  14 or  15(d) of the  Securities  Exchange  Act of 1934 and  prior to the
filing of a post-effective amendment which indicates that all securities offered
hereunder  have been sold or which  deregisters  all  securities  then remaining
unsold.

Any statement contained in a document  incorporated or deemed to be incorporated
in this  Registration  Statement by reference  shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement contained in this Registration  Statement or in any other subsequently
filed  document  which  also  is  or  is  deemed  to  be  incorporated  in  this
Registration  Statement by reference modifies or supersedes such statement.  Any
statement  so  modified  shall  not be deemed in its  unmodified  form,  and any
statement  so  superseded  shall not be  deemed,  to  constitute  a part of this
Registration Statement.

Item 4.           Description of Securities.
                  -------------------------

Not applicable.


<PAGE>



Item 5.           Interests of Counsel.
                  --------------------

The validity of the shares of common stock  offered  hereby has been passed upon
for the Registrant by Thomas E. McCabe,  Esq.,  Senior Vice  President,  General
Counsel and Secretary of the  Registrant.  As of September 30, 1998,  Mr. McCabe
owns  17,109  units  of the GRC  International  Stock  Fund in the  Registrant's
Deferred Income Plan, 1 share in the Company's Employee Stock Purchase Plan, and
options to purchase 76,478 additional shares.

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

The  Registrant's  Bylaws  provide  for the  indemnification  of  directors  and
officers to the fullest extent  permitted by Delaware law except that a director
or officer may be  indemnified  for costs of a proceeding  that he has initiated
only if the proceeding  was authorized by the Board of Directors.  Additionally,
the Registrant has adopted an Indemnification  Agreement to be used as the basis
for specific  agreements  between the Registrant  and  individual  directors and
officers to ensure contractual  assurance that the protections  conferred by the
Registrant's  Bylaws will be available to the indemnitee to the extent required,
permitted or not prohibited by law. The Bylaws and the Indemnification Agreement
further  provide for a mechanism  whereby  indemnification  claims shall be paid
within  thirty (30) days after such claim has been received  unless  independent
legal  counsel has  determined  that  indemnification  of such  person  would be
prohibited,  in whole or in part,  under  applicable  law,  or that a claim  for
expenses  shall  not be paid,  in whole or in part,  on the  grounds  that it is
unreasonably  high.  Such  determination  shall be  conclusively  binding on the
Registrant and on the claimant.  If no such determination is made by independent
legal  counsel and the claim is not paid within  thirty (30) days,  the claimant
has the right to pursue its claim against the  Registrant  in the courts.  Under
Delaware  law,  a  director  or  officer  may  not  be   indemnified   unless  a
determination  is made  that he was  acting  in good  faith  and in a manner  he
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
Registrant and, in the case of a criminal proceeding,  he reasonably believed to
be lawful.

The  directors  and  officers  of the  Registrant  are insured  under  liability
insurance  policies purchased by the Registrant.  However,  the Registrant shall
not be  required  either to obtain  or  maintain  said  policy  or  policies  of
insurance if it is not reasonably  available or if, in the  reasonable  business
judgment of the then  directors of the  Registrant,  either (i) the premium cost
for such insurance is substantially  disproportionate to the amount of coverage;
or (ii) the coverage provided by such insurance is so limited by exclusions that
there is insufficient benefit from such insurance.

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

                  Not applicable.

Item 8.           Exhibits  (exhibit  numbers  correspond to Exhibit Table,
                  Regulation S-K, Item 601)

Exhibit
Number                              Description
------                              -----------

4.1       Certificate of Incorporation (incorporated by reference to Exhibit 3.1
          to the Registrant's Annual Report on Form 10-K for the year ended June
          30, 1994).

4.2       Bylaws of the Registrant  (incorporated by reference to Exhibit 3.2 to
          the  Registrant's  Annual  Report on Form 10-K for the year ended June
          30, 1998).
<PAGE>

5         Opinion of Thomas E. McCabe, Esq.

23.1      Consent of Deloitte & Touche LLP.

23.2      Consent of Thomas E. McCabe, Esq. (included as a part of Exhibit 5).

24        Powers of Attorney (included as a part of signature pages).

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.  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)
          (ss.230.424(b)  of this chapter) if, in the aggregate,  the changes in
          volume and price  represent  no more than a 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 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 with or furnished to the  Commission  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  liability  under the  Securities  Act of 1933,  each  filing of the
registrant's  annual  report  pursuant to section
<PAGE>

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 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 Act 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 Vienna, State of Virginia, on November 6, 1998.

                                      GRC INTERNATIONAL, INC.


                                      By: /s/ Thomas E. McCabe
                                          ------------------------------------
                                          Thomas E. McCabe
                                          Senior Vice President, General Counsel
                                          and Secretary



<PAGE>


                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes and appoints Thomas E. McCabe his attorney-in-fact,  with full power
or  substitution,  for him and in his  name,  place  and  stead,  in any and all
capacities, to sign any 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,
hereby  ratifying  and  confirming  all  that  said  attorney-in-fact,   or  his
substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the Securities  Act of 1933,  this  registration  statement has been
signed by the following persons in the capacities and on the dates indicated:


Date: November 6, 1998                     /s/ Gary L. Denman
      ----------------                     -------------------------------------
                                           Gary L. Denman
                                           President and Chief Executive Officer

Date: November 6, 1998                     /s/ Timothy C. Halsey
      ----------------                     -------------------------------------
                                           Timothy C. Halsey
                                           Controller, (Acting) Chief Financial
                                           Officer & (Acting) Chief Accounting
                                           Officer

Date: November 6, 1998                     /s/ Joseph R. Wright, Jr.
      ----------------                     -------------------------------------
                                           Joseph R. Wright, Jr.
                                           Chairman, Director

Date: November 6, 1998                     /s/ Peter A. Cohen
      ----------------                     -------------------------------------
                                           Peter A. Cohen
                                           Vice Chairman, Director

Date: November 6, 1998                     /s/ H. Furlong Baldwin
      ----------------                     -------------------------------------
                                           H. Furlong Baldwin
                                           Director

Date: November 6, 1998                     /s/ Frank J.A. Cilluffo
      ----------------                     -------------------------------------
                                           Frank J.A. Cilluffo
                                           Director

Date: November 6, 1998                     /s/ Leslie B. Disharoon
      ----------------                     -------------------------------------
                                           Leslie B. Disharoon
                                           Director

Date: November 6, 1998                     /s/ Charles H.P. Duell
      ----------------                     -------------------------------------
                                           Charles H.P. Duell
                                           Director


<PAGE>


                                  EXHIBIT INDEX
                                  -------------
<TABLE>
<CAPTION>

     (Exhibit Numbers correspond to Exhibit Table, Regulation S-K, Item 601)

Exhibit
Number     Description                                                                                   Page
-------    -----------                                                                                   ----
<S>       <C>                                                                                            <C>
4.1       Certificate of Incorporation (incorporated by reference to Exhibit 3.1
          to the Registrant's Annual Report on Form 10-K for the year ended June
          30, 1994).

4.2       Bylaws of the Registrant  (incorporated by reference to Exhibit 3.2 to
          the  Registrant's  Annual  Report on Form 10-K for the year ended June
          30, 1998).

5         Opinion of Thomas E. McCabe, Esq.                                                                   8

23.1      Consent of Deloitte & Touche LLP.                                                                   9

23.2      Consent of Thomas E. McCabe, Esq. (included as a part of Exhibit 5).

24        Powers of Attorney (included as a part of signature pages).
</TABLE>


<PAGE>


                                                                       Exhibit 5








November 6, 1998


GRC International, Inc.
1900 Gallows Road
Vienna, Virginia  22182


Gentlemen:

I have assisted GRC  International,  Inc.  ("Registrant") in connection with the
filing  with  the  Securities  and  Exchange  Commission   ("Commission")  of  a
Registration  Statement on Form S-8 under the Securities Act of 1933 relating to
the offer and sale of up to  860,000  shares of the  Registrant's  common  stock
pursuant to its 1994  Employee  Stock Option Plan,  1996  Officers  Stock Option
Plan, 1996 Employee Option Plan and 1998 Option Plan ("Plans").  I have examined
the  Registrant's  charter and bylaws,  the Plans, and such other documents as I
have deemed necessary to render the opinion expressed herein.

Based on the  foregoing,  it is my opinion  that the shares of common stock that
may be  originally  issued by the Company  pursuant  to the Plans,  when sold in
accordance with the provisions of the Plans and the resolutions  authorizing the
Plans for a price per share not less than the par value thereof, will be validly
issued, fully paid and non-assessable.

I consent  to the  filing of this  opinion  as an  exhibit  to the  Registration
Statement and to the reference to me under the caption "Interests of Counsel" in
the Registration Statement. I do not thereby admit that I am an "expert" as that
term is used  in the  Securities  Act of 1933  and  the  Rules  and  Regulations
thereunder.


Sincerely,


<PAGE>


                                                                    Exhibit 23.1








                          INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this  Registration  Statement of
GRC International, Inc. on Form S-8 of our report dated July 28, 1998, appearing
in the Annual Report on Form 10-K of GRC International,  Inc. for the year ended
June 30, 1998.


DELOITTE & TOUCHE LLP


McLean, Virginia
November 6, 1998
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 22341}]
{"company-data": {"conformed-name": "GRC INTERNATIONAL INC", "cik": "0000201944", "assigned-sic": "8742", "irs-number": "952131929", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66917", "film-number": "98739697"}, "business-address": {"street1": "1900 GALLOWS RD", "city": "VIENNA", "state": "VA", "zip": "22182", "phone": "7035065005"}, "mail-address": {"street1": "1900 GALLOWS ROAD", "city": "VIENNA", "state": "VA", "zip": "22182"}, "former-company": [{"former-conformed-name": "FLOW GENERAL INC", "date-changed": "19900219"}, {"former-conformed-name": "GENERAL RESEARCH CORP /DE/", "date-changed": "19600201"}]}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 6, 1998

                                                       Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             GRC International, Inc.
             (Exact name of registrant as specified in its charter)

               Delaware                              95-2131929
               --------                              ----------
         (State or other jurisdiction of          (I.R.S. Employer
         incorporation or organization)          Identification Number)

                    1900 Gallows Road, Vienna, Virginia 22182
                    -----------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                             GRC International, Inc.
                         1994 Employee Stock Option Plan
                         1996 Officers Stock Option Plan
                            1996 Employee Option Plan
                               1998 Option Plan
                             ----------------------
                            (Full Title of the Plan)

                            Gary L. Denman, President
                           and Chief Executive Officer
                             GRC International, Inc.
                    1900 Gallows Road, Vienna, Virginia 22182

                         Copy to: Thomas E. McCabe, Esq.
              Senior Vice President, General Counsel and Secretary
                             GRC International, Inc.
                    1900 Gallows Road, Vienna, Virginia 22182
                    -----------------------------------------
                     (Name and Address of Agent for Service)

                                 (703) 506-5005
          ------------------------------------------------------------
          (Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------------
Title of securities      Amount to be             Proposed maximum                  Proposed maximum               Amount of
 to be registered         registered        offering price per share (1)      aggregate offering price (1)     registration fee
-------------------------------------------------------------------------------------------------------------------------------
Common Stock          860,000 shares (2)             $6.5625                       $5,643,750                      $1,568.97
$.10 par value
(1)  Determined  solely  for the  purpose  of  computing  the  registration  fee
     pursuant  to Rules  457(c) and (h)(1)  based on the average of the high and
     low prices of the Registrant's  common stock reported in the New York Stock
     Exchange consolidated reporting system on November 2, 1998.

(2)  Pursuant to Rule  416(a),  the number of shares being  registered  shall be
     adjusted to include any  additional  shares which may become  issuable as a
     result  of  stock  splits,  stock  dividends  or  similar  transactions  in
     accordance with the anti-dilution provision of the plans listed above.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The  document(s)  containing  information  specified  by Part I of this Form S-8
Registration  Statement  (the  "Registration  Statement") to be sent or given to
participants in the plans listed on the cover of the Registration Statement (the
"Plans") as  specified  in Rule  428(b)(1)  promulgated  by the  Securities  and
Exchange  Commission  (the  "Commission")  under the  Securities Act of 1933, as
amended (the "1933 Act"),  are not being filed with the Commission,  as provided
by Form S-8 and Rule 428.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

The following documents,  which have been filed with the Commission,  are hereby
incorporated by reference:

1. The  Registrant's  Annual  Report on Form 10-K for the fiscal year ended June
30, 1998;

2.  The  description  of  the   Registrant's   common  stock  contained  in  the
Registrant's  registration  statement  for  the  common  stock  filed  with  the
Commission under the Securities Exchange Act of 1934, including any amendment or
report filed for the purpose of updating the description;

3. All documents filed by the Registrant pursuant to Sections 13(a) and 15(d) of
the Securities Exchange Act of 1934 since June 30, 1998; and

4. All documents  hereafter filed by the Registrant  pursuant to Sections 13(a),
13(c),  14 or  15(d) of the  Securities  Exchange  Act of 1934 and  prior to the
filing of a post-effective amendment which indicates that all securities offered
hereunder  have been sold or which  deregisters  all  securities  then remaining
unsold.

Any statement contained in a document  incorporated or deemed to be incorporated
in this  Registration  Statement by reference  shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement contained in this Registration  Statement or in any other subsequently
filed  document  which  also  is  or  is  deemed  to  be  incorporated  in  this
Registration  Statement by reference modifies or supersedes such statement.  Any
statement  so  modified  shall  not be deemed in its  unmodified  form,  and any
statement  so  superseded  shall not be  deemed,  to  constitute  a part of this
Registration Statement.

Item 4.           Description of Securities.
                  -------------------------

Not applicable.
Item 5.           Interests of Counsel.
                  --------------------

The validity of the shares of common stock  offered  hereby has been passed upon
for the Registrant by Thomas E. McCabe,  Esq.,  Senior Vice  President,  General
Counsel and Secretary of the  Registrant.  As of September 30, 1998,  Mr. McCabe
owns  17,109  units  of the GRC  International  Stock  Fund in the  Registrant's
Deferred Income Plan, 1 share in the Company's Employee Stock Purchase Plan, and
options to purchase 76,478 additional shares.

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

The  Registrant's  Bylaws  provide  for the  indemnification  of  directors  and
officers to the fullest extent  permitted by Delaware law except that a director
or officer may be  indemnified  for costs of a proceeding  that he has initiated
only if the proceeding  was authorized by the Board of Directors.  Additionally,
the Registrant has adopted an Indemnification  Agreement to be used as the basis
for specific  agreements  between the Registrant  and  individual  directors and
officers to ensure contractual  assurance that the protections  conferred by the
Registrant's  Bylaws will be available to the indemnitee to the extent required,
permitted or not prohibited by law. The Bylaws and the Indemnification Agreement
further  provide for a mechanism  whereby  indemnification  claims shall be paid
within  thirty (30) days after such claim has been received  unless  independent
legal  counsel has  determined  that  indemnification  of such  person  would be
prohibited,  in whole or in part,  under  applicable  law,  or that a claim  for
expenses  shall  not be paid,  in whole or in part,  on the  grounds  that it is
unreasonably  high.  Such  determination  shall be  conclusively  binding on the
Registrant and on the claimant.  If no such determination is made by independent
legal  counsel and the claim is not paid within  thirty (30) days,  the claimant
has the right to pursue its claim against the  Registrant  in the courts.  Under
Delaware  law,  a  director  or  officer  may  not  be   indemnified   unless  a
determination  is made  that he was  acting  in good  faith  and in a manner  he
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
Registrant and, in the case of a criminal proceeding,  he reasonably believed to
be lawful.

The  directors  and  officers  of the  Registrant  are insured  under  liability
insurance  policies purchased by the Registrant.  However,  the Registrant shall
not be  required  either to obtain  or  maintain  said  policy  or  policies  of
insurance if it is not reasonably  available or if, in the  reasonable  business
judgment of the then  directors of the  Registrant,  either (i) the premium cost
for such insurance is substantially  disproportionate to the amount of coverage;
or (ii) the coverage provided by such insurance is so limited by exclusions that
there is insufficient benefit from such insurance.

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

                  Not applicable.

Item 8.           Exhibits  (exhibit  numbers  correspond to Exhibit Table,
                  Regulation S-K, Item 601)

Exhibit
Number                              Description
------                              -----------

4.1       Certificate of Incorporation (incorporated by reference to Exhibit 3.1
          to the Registrant's Annual Report on Form 10-K for the year ended June
          30, 1994).

4.2       Bylaws of the Registrant  (incorporated by reference to Exhibit 3.2 to
          the  Registrant's  Annual  Report on Form 10-K for the year ended June
          30, 1998).
5         Opinion of Thomas E. McCabe, Esq.

23.1      Consent of Deloitte & Touche LLP.

23.2      Consent of Thomas E. McCabe, Esq. (included as a part of Exhibit 5).

24        Powers of Attorney (included as a part of signature pages).

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.  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)
          (ss.230.424(b)  of this chapter) if, in the aggregate,  the changes in
          volume and price  represent  no more than a 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 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 with or furnished to the  Commission  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  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 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 Act 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 Vienna, State of Virginia, on November 6, 1998.

                                      GRC INTERNATIONAL, INC.

                                      By: /s/ Thomas E. McCabe
                                          ------------------------------------
                                          Thomas E. McCabe
                                          Senior Vice President, General Counsel
                                          and Secretary
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes and appoints Thomas E. McCabe his attorney-in-fact,  with full power
or  substitution,  for him and in his  name,  place  and  stead,  in any and all
capacities, to sign any 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,
hereby  ratifying  and  confirming  all  that  said  attorney-in-fact,   or  his
substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the Securities  Act of 1933,  this  registration  statement has been
signed by the following persons in the capacities and on the dates indicated:

Date: November 6, 1998                     /s/ Gary L. Denman
      ----------------                     -------------------------------------
                                           Gary L. Denman
                                           President and Chief Executive Officer

Date: November 6, 1998                     /s/ Timothy C. Halsey
      ----------------                     -------------------------------------
                                           Timothy C. Halsey
                                           Controller, (Acting) Chief Financial
                                           Officer & (Acting) Chief Accounting
                                           Officer

Date: November 6, 1998                     /s/ Joseph R. Wright, Jr.
      ----------------                     -------------------------------------
                                           Joseph R. Wright, Jr.
                                           Chairman, Director

Date: November 6, 1998                     /s/ Peter A. Cohen
      ----------------                     -------------------------------------
                                           Peter A. Cohen
                                           Vice Chairman, Director

Date: November 6, 1998                     /s/ H. Furlong Baldwin
      ----------------                     -------------------------------------
                                           H. Furlong Baldwin
                                           Director

Date: November 6, 1998                     /s/ Frank J.A. Cilluffo
      ----------------                     -------------------------------------
                                           Frank J.A. Cilluffo
                                           Director

Date: November 6, 1998                     /s/ Leslie B. Disharoon
      ----------------                     -------------------------------------
                                           Leslie B. Disharoon
                                           Director

Date: November 6, 1998                     /s/ Charles H.P. Duell
      ----------------                     -------------------------------------
                                           Charles H.P. Duell
                                           Director
EXHIBIT INDEX
                                  -------------
(Exhibit Numbers correspond to Exhibit Table, Regulation S-K, Item 601)

Exhibit
Number     Description                                                                                   Page
-------    -----------                                                                                   ----
4.1       Certificate of Incorporation (incorporated by reference to Exhibit 3.1
          to the Registrant's Annual Report on Form 10-K for the year ended June
          30, 1994).

4.2       Bylaws of the Registrant  (incorporated by reference to Exhibit 3.2 to
          the  Registrant's  Annual  Report on Form 10-K for the year ended June
          30, 1998).

5         Opinion of Thomas E. McCabe, Esq.                                                                   8

23.1      Consent of Deloitte & Touche LLP.                                                                   9

23.2      Consent of Thomas E. McCabe, Esq. (included as a part of Exhibit 5).

24        Powers of Attorney (included as a part of signature pages).
Exhibit 5

November 6, 1998

GRC International, Inc.
1900 Gallows Road
Vienna, Virginia  22182

Gentlemen:

I have assisted GRC  International,  Inc.  ("Registrant") in connection with the
filing  with  the  Securities  and  Exchange  Commission   ("Commission")  of  a
Registration  Statement on Form S-8 under the Securities Act of 1933 relating to
the offer and sale of up to  860,000  shares of the  Registrant's  common  stock
pursuant to its 1994  Employee  Stock Option Plan,  1996  Officers  Stock Option
Plan, 1996 Employee Option Plan and 1998 Option Plan ("Plans").  I have examined
the  Registrant's  charter and bylaws,  the Plans, and such other documents as I
have deemed necessary to render the opinion expressed herein.

Based on the  foregoing,  it is my opinion  that the shares of common stock that
may be  originally  issued by the Company  pursuant  to the Plans,  when sold in
accordance with the provisions of the Plans and the resolutions  authorizing the
Plans for a price per share not less than the par value thereof, will be validly
issued, fully paid and non-assessable.

I consent  to the  filing of this  opinion  as an  exhibit  to the  Registration
Statement and to the reference to me under the caption "Interests of Counsel" in
the Registration Statement. I do not thereby admit that I am an "expert" as that
term is used  in the  Securities  Act of 1933  and  the  Rules  and  Regulations
thereunder.

Sincerely,
Exhibit 23.1

                          INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
GRC International, Inc. on Form S-8 of our report dated July 28, 1998, appearing
in the Annual Report on Form 10-K of GRC International,  Inc. for the year ended
June 30, 1998.

DELOITTE & TOUCHE LLP

McLean, Virginia
November 6, 1998