Leidos, Inc. – ‘10-K405/A’ for 1/31/95

As of:  Friday, 4/19/96   ·   For:  1/31/95   ·   Accession #:  936392-96-115   ·   File #:  0-12771

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Amendment to Annual Report — [x] Reg. S-K Item 405   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405/A   Saic -- Amendment #1 to Form 10-K                     13     68K 

Document Table of Contents

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UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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

FORM 10-K/A NO. 1 

(MARK ONE)                                                          
[x]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)        
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JANUARY 31, 1995

OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)      
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM              TO                      
COMMISSION FILE NUMBER: 0-12771 

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

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

    DELAWARE                                            95-3630868
(State or other jurisdiction of                             (I.R.S. Employer    
incorporation or organization)                           Identification Number) 

10260 CAMPUS POINT DRIVE, SAN DIEGO, CALIFORNIA                   92121         
(Address of Registrant's principal executive offices)           (Zip Code)      

Registrant's telephone number, including area code: (619) 546-6000

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

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: 

CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of class)

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

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of   
1934 during the preceding 12 months (or for such shorter period that the        
Registrant was required to file such reports), and (2) has been subject to such 
filing requirements for the past 90 days.  Yes   [x]       No  [ ]              

       Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,  
to the best of Registrant's knowledge, in definitive proxy or information       
statements incorporated by reference in Part III of this Form 10-K or any       
amendment to this Form 10-K.     [x]                                            

      As of March 10, 1995, the aggregate market value of the voting stock
held by non-affiliates of Registrant was $349,902,079.  For the purpose of this 
calculation, it is assumed that the Registrant's affiliates include the         
Registrant's Board of Directors and certain of the Registrant's employee        
benefit plans. The Registrant disclaims the existence of any control            
relationship between it and such employee benefit plans.                        

    As of March 10, 1995, there were 45,179,231 shares of Registrant's
Class A Common Stock and 341,822 shares of Registrant's Class B Common Stock    
outstanding.                                                                    

DOCUMENTS INCORPORATED BY REFERENCE 
None.                                                         

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The following information is filed as a part of this Form 10-K/A No. 1:         

Item 10. Directors and Executive Officers of the Registrant.                    

DIRECTORS 

        The Certificate of Incorporation of Science Applications International
Corporation, a Delaware corporation (the "Company") provides for a "classified" 
Board of Directors consisting of three classes which shall be as equal in       
number as possible. The number of authorized Directors is currently fixed at 22 
Directors of which 8 are Class II Directors and the remaining are evenly        
divided between Class I and Class III Directors.                                

     Set forth below is a brief biography of each member of the Board of
Directors as of May 31, 1995:                                                   

CLASS I DIRECTORS, TERM ENDING 1997                                             

     J.R. Beyster, age 70                            Director since 1969
Chairman of the Board and                                     
Chief Executive Officer                                       

       Dr. Beyster founded the Company in 1969 and has served as Chairman of
the Board and Chief Executive Officer since that time. Dr. Beyster also served  
as President of the Company until 1988.                                         

     V.N. Cook, age 60                               Director since 1990
Director                                                      

        Mr. Cook joined the Company in July 1991 and served as a Vice Chairman
of the Board from 1992 to 1994. Mr. Cook was associated with IBM for 26 years   
until his retirement in 1989. Mr. Cook held several executive positions at IBM, 
including Vice President of IBM's Asia Pacific Corporation and President of IBM 
Federal System Division. He is also the Chairman of Visions International,      
Inc., an industry consulting firm.                                              

     W.H. Demisch, age 50                            Director since 1990
Director                                                      

       Mr. Demisch is a Managing Director of BT Securities Corp., a position
he has held since August 1993. From 1988 to 1993, he was Managing Director of   
UBS Securities, Inc.                                                            

     J.E. Glancy, age 49                             Director since 1994
Corporate Executive Vice President                            
and Director                                                  

 Dr. Glancy joined the Company in 1976 and has served in various
capacities since that time. He was elected as a Corporate Executive Vice        
President in January 1994.                                                      

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        D.A. Hicks, age 70                              Director since 1984(1)
Chairman of the Board of Hicks                                
& Associates, Inc. and Director                               

      Dr. Hicks has served as Chairman of the Board of Hicks & Associates,
Inc. ("HAI"), a government and industry consulting company, since 1986. In July 
1991, the Company acquired HAI and HAI has been a wholly-owned subsidiary of    
the Company since that time. Dr. Hicks was the Under Secretary of Defense for   
Research and Engineering from 1985 to 1986. Prior thereto, he was a Senior Vice 
President of Northrop Corporation, an aerospace company, with which he was      
associated from 1961 through 1985. Dr. Hicks is also a member of the Board of   
Directors of Pilkington Aerospace, Inc.                                         

     C.B. Malone, age 59                             Director since 1993
Director                                                      

  Ms. Malone has served as the President of Financial & Management
Consulting, Inc., a consulting company, since 1982.  Ms. Malone is also a       
member of the Board of Directors of Dell Computer Corporation, Hannaford Bros.  
Co., Hasbro, Inc., Houghton Mifflin Company, The Limited Inc., Lafarge          
Corporation, Mallinckrodt Group and Union Pacific Corporation.                  

     J.A. Welch, age 64                              Director since 1984
Director                                                      

 Dr. Welch became an employee of the Company in July 1990 and is
involved in a number of scientific endeavors and strategic planning issues. Dr. 
Welch also serves as President of Jasper Welch Associates, a consulting firm    
which he founded in 1983. Prior thereto, Dr. Welch was a Major General in the   
United States Air Force, from which he retired in 1983 after serving for 31     
years.  Dr. Welch is also a member of the Board of Directors of Millitech Corp. 

CLASS II DIRECTORS, TERM ENDING 1998                                            

     A.L. Alm, age 58                                Director since 1989
Sector Vice President and Director                            

  Mr. Alm joined the Company in 1989 as a Director and Senior Vice
President and was elected as a Sector Vice President in April 1993. Prior to    
joining the Company and since 1987, Mr. Alm was the Chief Executive Officer and 
President of Alliance Technologies Corporation, an environmental consulting and 
engineering firm. Prior thereto and since 1985, Mr. Alm served as Chairman of   
the Board and Chief Executive Officer of Thermo Analytical Corporation, a       
company in the environmental laboratory business. Prior thereto and since 1983, 
Mr. Alm was Deputy Administrator of the Environmental Protection Agency.        

____________________                                                            

(1)  Dr. Hicks did not serve as a Director from July 1985 through December 1986.

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     B.R. Inman, age 64                              Director since 1982
Director                                                      

 Admiral Inman, USN (Ret.) joined the Company in April 1990 as a
part-time employee and, in that capacity, advises the Company on a wide variety 
of strategic planning issues. Admiral Inman was the Chairman of the Board,      
President and Chief Executive Officer of Westmark Systems, Inc., an electronics 
industry holding company, from 1986 through 1989. From 1983 to 1986, Admiral    
Inman served as Chairman, President and Chief Executive Officer of              
Microelectronics and Computer Technology Corporation. Admiral Inman retired     
from the United States Navy in 1982. During his career as a United States Naval 
Officer, Admiral Inman served in a number of high-level positions in the U.S.   
Government, including Director of the National Security Agency from 1977 to     
1981. For the last year and one-half of his active naval service, he served as  
Deputy Director of Central Intelligence. Admiral Inman is also a member of the  
Board of Directors of Fluor Corporation, Southwestern Bell Corporation,         
Temple-Inland, Inc. and Xerox Corporation.                                      

     W.M. Layson, age 60                             Director since 1970
Senior Vice President and Director                            

Dr. Layson joined the Company in 1970 as a Director and Vice  
President. He was elected as a Senior Vice President in 1975.                   

     E.A. Straker, age 57                            Director since 1992
Executive Vice President and Director                         

  Dr. Straker joined the Company in 1971 and has served in various
capacities since that time. He was elected as an Executive Vice President in    
1994.                                                                           

M.E. Trout, age 64                              Director since
Director                                        January 1995  

      Dr. Trout was associated with American Healthcare Systems, Inc. from
1986 until his retirement in 1995. Prior to his retirement, Dr. Trout served as 
Chairman, President and Chief Executive Officer and is currently serving as     
Chairman Emeritus of American Healthcare Systems, Inc. He is also a member of   
the Board of Directors of Baxter International, Gensia, Inc., West Co. and the  
UCSD Foundation.                                                                

     J.H. Warner, Jr., age 54                        Director since 1988
Executive Vice President and Director                         

 Dr. Warner joined the Company in 1973 and has served in various
capacities since that time. He was elected as an Executive Vice President in    
1989.                                                                           

     J.B. Wiesler, age 67                            Director since 1989
Director                                                      

        Mr. Wiesler was associated with the Bank of America National Trust and
Savings Association from 1949 until his retirement in 1987. For more than five  
years prior to his retirement, Mr. Wiesler served in a number of executive      
capacities, including Vice Chairman, Head of Retail Banking and Executive Vice  
President, Head of North American Division. Mr. Wiesler is also a member of the 
Board of Directors of Wahlco Environmental Systems, Inc.                        

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      A.T. Young, age 57                              Nominee for Director

        Mr. Young has served as an Executive Vice President of Lockheed Martin
Corp. since March 1995. Prior to its merger with Lockheed Corporation, Mr.      
Young served as the President and Chief Operating Officer of Martin Marietta    
Corp. from 1990 to March 1995. Mr. Young is also on the Board of Directors of   
Cooper Industries, the Dial Corporation, the B.F. Goodrich Company and Potomac  
Electric Power Company.                                                         

CLASS III DIRECTORS, TERM ENDING 1996                                           

     S.J. Dalich, age 51                             Director since 1990
Executive Vice President and Director                         

 Dr. Dalich joined the Company in 1972 and has served in various
capacities since that time. He was elected as an Executive Vice President in    
April 1992.                                                                     

     C.K. Davis, age 63                              Director since 1993
Director                                                      

       Dr. Davis has been an International Health Care Consultant to Ernst &
Young since 1985. From 1981 to 1985, Dr. Davis served as the Administrator of   
the Health Care Financing Agency. Dr. Davis is a member of the Board of         
Directors of Beckman Instruments, Merck & Co., Inc., Pharmaceutical Marketing   
Services, Inc. and The Prudential Insurance Company of America, Inc.            

     E.A. Frieman, age 69                            Director since 1987
Director                                                      

  Dr. Frieman has served as the Director of Scripps Institution of
Oceanography and Vice Chancellor of Marine Sciences for the University of       
California, San Diego since 1986. Prior thereto and since 1981, Dr. Frieman was 
an Executive Vice President and Group Manager of the Company. Dr. Frieman is    
also a member of the Board of Directors of The Charles Stark Draper Laboratory, 
Inc.                                                                            

     D.M. Kerr, age 56                               Director since 1993
Corporate Executive Vice President and Director               

       Dr. Kerr joined the Company in January 1993 and has served in various
capacities since that time. He was elected as a Corporate Executive Vice        
President in January 1994. From 1989 through 1992, Dr. Kerr was the President   
and a member of the Board of Directors of EG&G, Inc., a NYSE-listed company     
providing diversified technical services and products to the U.S. Government    
and commercial markets. From 1985 through 1989, Dr. Kerr held various executive 
positions with EG&G, Inc.                                                       

        L.A. Kull, age 57                               Director since 1970(1)
President, Chief Operating Officer and Director               

Dr. Kull joined the Company in 1970 and has served in various 
capacities since that time. He was elected Chief Operating Officer in 1983 and  
President of the Company in 1988.                                               

____________________                                                            

(1)  Dr. Kull did not serve as a Director in 1974 and 1975.                     

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        J.W. McRary, age 55                             Director since 1972(1)
Director                                                      

   Since July 1994, Dr. McRary has served as the President and Chief
Executive Officer of Microelectronics and Computer Technology Corporation, a    
corporation involved in research and development of advanced computer           
architecture, software technology, component packaging and computer-aided       
design and manufacturing. Dr. McRary was an employee of the Company from 1971   
to 1994 and served in various capacities, including serving as an Executive     
Vice President from 1979 to July 1994.                                          

     M.R. Thurman, age 64                            Director since 1993
Director                                                      

    General Thurman, USA (Ret.) retired from the United States Army in
1991 after having served for 37 years. During his career, General Thurman       
served as the Vice Chief of Staff of the United States Army and as the          
Commander-in-Chief of the United States Southern Command. General Thurman is a  
member of the Board of Directors of Burdeshaw Associates, Ltd. and Military     
Professional Resources, Inc., and is also a member of the Board of Visitors of  
North Carolina State University.                                                

EXECUTIVE OFFICERS

     The information as to Executive Officers was contained in Part I of
the Company's Form 10-K for the fiscal year ended January 31, 1995 ("Fiscal     
1995"), which was filed with the Securities and Exchange Commission on April    
18, 1995.                                                                       

Item 11.  Executive Compensation.                                               

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION                                                            

   The following table (the "Summary Compensation Table") sets forth
information regarding the annual and long-term compensation for services in all 
capacities to the Company for the fiscal years ended January 31, 1995, 1994 and 
1993, of those persons who were, at January 31, 1995 (i) the chief executive    
officer and (ii) the other four most highly compensated executive officers of   
the Company (collectively, the "Named Executive Officers"). The Summary         
Compensation Table sets forth the annual and long-term compensation earned by   
the Named Executive Officers for the relevant fiscal year whether or not paid   
in such fiscal year.                                                            

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

(1)  Dr. McRary did not serve as a Director in 1973.                            

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SUMMARY COMPENSATION TABLE

                                                        [Enlarge/Download Table]

                                                                                       LONG-TERM                        
                                                                                  COMPENSATION AWARDS                   
                                                     ANNUAL COMPENSATION        -----------------------                 
                                          FISCAL   -------------------------    RESTRICTED     OPTIONS      ALL OTHER   
       NAME AND PRINCIPAL POSITION         YEAR    SALARY           BONUS        STOCK(1)      (SHARES)  COMPENSATION(2)
       ---------------------------        ------   ------       ------------    ----------     --------  ---------------
                                                                                                                        
J.R. Beyster                               1995   $356,731        $225,000       $     0             0       $14,684    
   Chairman of the Board and               1994   $323,409        $180,000       $     0             0       $24,821    
   Chief Executive Officer                 1993   $305,772        $200,000       $     0             0       $24,569    

L.A. Kull                                  1995   $294,423        $200,000       $     0             0       $18,531    
   President and Chief Operating Officer   1994   $285,801        $165,000       $     0             0       $24,821    
                                           1993   $268,504        $195,000       $     0        10,000       $24,569    

D.M. Kerr                                  1995   $304,423        $180,000       $20,138(3)     10,015       $18,530    
   Corporate Executive Vice President      1994   $296,030        $179,999(4)    $     0        10,000       $85,068(5) 
                                           1993   $ 15,385(6)     $      0       $24,997(7)     20,000       $     0    

E.A. Straker                               1995   $220,231        $169,997(8)    $     0         8,000       $18,541    
   Executive Vice President                1994   $207,898        $150,004(9)    $     0         5,000       $21,665    
                                           1993   $196,780        $140,000       $19,997(10)     5,000       $20,839    

J.H. Warner, Jr.                           1995   $234,423        $139,998(11)   $ 9,998(12)     2,000       $18,525    
   Executive Vice President                1994   $229,239        $124,995(13)   $     0         2,000       $24,091    
                                           1993   $225,664        $120,000       $40,005(14)     3,000       $23,485    

-------------------------                                                       
(1) The amount reported represents the market value on the date of grant        
(calculated by multiplying the formula price for Class A Common Stock   
   determined by the Company's Board of Directors (the "Formula Price") of the
Company's Class A Common Stock, par value $.01 per share (the "Class A  
Common Stock") on the date of grant by the number of shares awarded),   
without giving effect to the diminution in value attributable to the    
restrictions on such stock. As of January 31, 1995, the aggregate       
restricted stock holdings for the Named Executive Officers and for all  
 other employees were as follows: J.R. Beyster -- none; L.A. Kull -- none;
  D.M. Kerr -- 1,278 shares, with a market value as of such date of $20,090;
E.A. Straker -- 4,446 shares, with a market value as of such date of    
 $69,891; J.H. Warner, Jr. -- 6,611 shares, with a market value as of such
   date of $103,925; and all other employees -- 595,377  shares, with a market
value as of such date of $9,359,326. Dividends are payable on such      
restricted stock if and when declared. However, the Company has never   
   declared or paid a cash dividend on its capital stock and no cash dividends
on its capital stock are contemplated in the foreseeable future.        

(2) Amounts of All Other Compensation are amounts contributed or accrued by the 
   Company for the Named Executive Officers under the Company's Profit Sharing
Retirement Plan ("Profit Sharing Plan"), Employee Stock Ownership Plan  
("ESOP") and Cash or Deferred Arrangement ("CODA").                     

(3) Represents 1,282 shares of Class A Common Stock which vest as to 20%, 20%,  
20% and 40% on the first, second, third and fourth year anniversaries of
the date of grant, respectively.                                        

(4) Includes the award of 1,057 shares of Class A Common Stock which had a      
market value on the date of grant (calculated by multiplying the Formula
Price of the Class A Common Stock on the date of grant by the number of 
shares awarded) of $14,999.                                             

(5) Also includes $70,771 for the reimbursement of relocation expenses.         

(6) D.M. Kerr joined the Company in January 1993. Such salary amount represents 
the salary paid to D.M. Kerr for services rendered during such partial  
fiscal year.                                                            

(7) Represents 2,113 shares of Class A Common Stock which vest as to 20%, 20%,  
20% and 40% on the first, second, third and fourth year anniversaries of
the date of grant, respectively.                                        

(8) Includes the award of 954 shares of Class A Common Stock which had a market 
  value on the date of grant (calculated by multiplying the Formula Price of
the Class A Common Stock on the date of grant by the number of shares   
awarded) of $14,997.                                                    

(9) Includes the award of 705 shares of Class A Common Stock which had a market 
  value on the date of grant (calculated by multiplying the Formula Price of
the Class A Common Stock on the date of grant by the number of shares   
awarded) of $10,004.                                                    

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(10) Represents 1,665 shares of Class A Common Stock which vest as to 20%, 20%, 
  20% and 40% on the first, second, third and fourth year anniversaries of
the date of grant, respectively.                                      

(11) Includes the award of 636 shares of Class A Common Stock which had a market
    value on the date of grant (calculated by multiplying the Formula Price of
the Class A Common Stock on the date of grant by the number of shares 
awarded) of $9,998.                                                   

(12) Represents 636 shares of Class A Common Stock which vest as to 20%, 20%,   
  20% and 40% on the first, second, third and fourth year anniversaries of
the date of grant, respectively.                                      

(13) Includes the award of 352 shares of Class A Common Stock which had a market
    value on the date of grant (calculated by multiplying the Formula Price of
the Class A Common Stock on the date of grant by the number of shares 
awarded) of $4,995.                                                   

(14) Represents 3,331 shares of Class A Common Stock which vest as to 20%, 20%, 
  20% and 40% on the first, second, third and fourth year anniversaries of
the date of grant, respectively.                                      

OPTION GRANTS                                                                   

        The following table sets forth information regarding grants of options
to purchase shares of Class A Common Stock pursuant to the Company's 1992 Stock 
Option Plan made during Fiscal 1995 to the Named Executive Officers.            

OPTION GRANTS IN LAST FISCAL YEAR 

                                                        [Enlarge/Download Table]

                                                                                    POTENTIAL REALIZABLE
                                                                                      VALUE AT ASSUMED  
                                                                                      ANNUAL RATES OF   
                                             % OF TOTAL                                 STOCK PRICE     
                                              OPTIONS                                 APPRECIATION FOR  
                                OPTIONS      GRANTED TO     EXERCISE                   OPTION TERM(2)   
                               GRANTED(1)    EMPLOYEES        PRICE     EXPIRATION  --------------------
NAME                            (SHARES)   IN FISCAL 1995  (PER SHARE)     DATE        5%          10%  
----                           ----------  --------------  -----------  ----------  -------      -------
                                                                                                        
J.R. Beyster . . . . . . . . .        0          N/A            N/A          N/A        N/A          N/A
L.A. Kull  . . . . . . . . . .        0          N/A            N/A          N/A        N/A          N/A
D.M. Kerr  . . . . . . . . . .   10,000        0.32%         $14.48      8/25/99    $40,006      $88,402
                                 10,000        0.32%         $14.19       4/3/99    $39,204      $86,631
                                     15            *         $14.19      3/10/99    $    59      $   130
E.A. Straker . . . . . . . . .    5,000        0.16%         $14.19       4/3/99    $19,602      $43,316
J.H. Warner, Jr. . . . . . . .    2,000        0.07%         $14.19       4/3/99    $ 7,841      $17,326

-------------------------                                                       
*   Less than 0.01% of the total options granted to employees in Fiscal 1995.   

(1) Although the following grants of options were made during Fiscal 1995, such 
  grants relate to the individual's service during the fiscal year 1994. All
 such options become exercisable one year after the date of grant and vest
as to 20%, 20%, 20% and 40% on the first, second, third and fourth year 
anniversaries of the date of grant, respectively.                       

(2) The potential realizable value is based on an assumption that the stock     
  price of the Class A Common Stock will appreciate at the annual rate shown
(compounded annually) from the date of grant until the end of the 5-year
option term. These values are calculated based on the regulations       
promulgated by the Securities and Exchange Commission and should not be 
 viewed in any way as an estimate or forecast of the future performance of
the Class A Common Stock. There can be no assurance that the values     
realized upon the exercise of the stock options will be at or near the  
potential realizable values listed in this table.                       

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OPTION EXERCISES AND FISCAL YEAR-END VALUES                                     

      The following table sets forth information regarding the exercise of
options during Fiscal 1995 and unexercised options to purchase Class A Common   
Stock granted during Fiscal 1995 and prior years under the Company's 1982 Stock 
Option Plan and 1992 Stock Option Plan to the Named Executive Officers and held 
by them at January 31, 1995.                                                    

AGGREGATED OPTION EXERCISES 
IN LAST FISCAL YEAR 
AND 
FISCAL YEAR-END OPTION VALUE

                                                        [Enlarge/Download Table]

                                                         NUMBER OF SECURITIES         VALUE OF UNEXERCISED    
                                                        UNDERLYING UNEXERCISED        IN-THE-MONEY OPTIONS    
                               SHARES                 OPTIONS AT JANUARY 31, 1995    AT JANUARY 31, 1995(2)   
                              ACQUIRED     VALUE      ---------------------------  ---------------------------
NAME                        ON EXERCISE  REALIZED(1)  EXERCISABLE   UNEXERCISABLE  EXERCISABLE   UNEXERCISABLE
----                        -----------  -----------  -----------   -------------  -----------   -------------
                                                                                                              
J.R. Beyster  . . . . . . .      0           N/A             0              0            N/A            N/A   

L.A. Kull . . . . . . . . .      0           N/A        12,000          8,000        $67,220        $29,680   

D.M. Kerr . . . . . . . . .      0           N/A         4,000         36,015        $14,840        $87,083   

E.A. Straker  . . . . . . .      0           N/A         9,700         12,300        $54,431        $39,239   

J.H. Warner, Jr.  . . . . .      0           N/A         9,300          7,700        $52,947        $28,713   

-------------------------                                                       
(1) Calculated by multiplying the difference between the Formula Price of the   
 Class A Common Stock underlying the option as of the date of exercise and
  the exercise price of the option by the number of shares of Class A Common
Stock acquired on exercise of the option.                               

(2) Based on the Formula Price of the Class A Common Stock as of such date less 
the exercise price of such options.                                     

DIRECTORS' COMPENSATION 

Except as otherwise described below, during Fiscal 1995, all  
Directors, other than those who are employees of the Company, were paid an      
annual retainer of $15,000 and received $1,000 for each day on which they       
attended meetings of the Board of Directors or of the committees on which they  
served; provided, however, if a committee meeting was held on the same day as a 
Board of Directors or other committee meeting, the fee for the each additional  
meeting was $500. Directors are also reimbursed for expenses incurred by them   
while attending meetings or otherwise performing services for the Company.      
Directors are also entitled to receive certain other incidental benefits which  
in the aggregate do not exceed $1,200 per Director annually. Directors are      
eligible to receive bonuses under the Company's Bonus Compensation Plan,        
pursuant to which, for services rendered during Fiscal 1995, M.E. Trout and     
J.B. Wiesler each received $25,000 in cash, M.R. Laird received $15,000 in cash 
and C.K. Davis, W.H. Demisch, C.B. Malone and M.R. Thurman each received 954    
restricted shares of Class A Common Stock which had a market value (as          
reflected by the Formula Price) on the date of grant of $14,997. Directors are  
also eligible to receive stock options under the Company's 1992 Stock Option    
Plan, pursuant to which, for services rendered during Fiscal 1995, C.K. Davis,  
W.H. Demisch, E.A. Frieman, C.B. Malone and M.R. Thurman each received stock    
options to acquire 5,000 shares of Class A Common Stock at $15.72 per share,    
which was the market value of the Class A Common Stock (as reflected by the     
Formula Price) on the date of grant. All such options become exercisable one    
year after the date of grant and vest as to 20%, 20%, 20% and 40% on the first, 
second, third and fourth year anniversaries of the date of grant, respectively. 

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     The Company has also entered into agreements with certain Directors
whereby such Directors perform consulting and other services for the Company.   
In Fiscal 1995, C.K. Davis received $7,800 for consulting services under a      
consulting arrangement which provides for remuneration of $150 per hour. The    
amount payable to Dr. Davis was in addition to the annual retainer and meeting  
fees.  In Fiscal 1995, E.A. Frieman received $60,000 for consulting services    
and services as a Director under a consulting arrangement which provides for    
remuneration of $5,000 per month. The amount payable to Dr. Frieman under such  
consulting arrangement was in lieu of the annual retainer and meeting fees. In  
Fiscal 1995, B.J. Shillito, a Director of the Company until July 1994, received 
$25,268 for consulting services and services as a Director under a consulting   
arrangement which provides for remuneration of $2,917 per month, the            
reimbursement of certain agreed upon expenses for participation in special      
projects and the use of a company car. The amount payable to Mr. Shillito under 
such consulting arrangement was in lieu of the annual retainer and meeting      
fees. In Fiscal 1995, M.E. Trout, a Director of the Company since January 14,   
1995, received $2,083 for consulting services and services as a Director under  
a consulting arrangement which provides for remuneration of $4,167 per month.   
The amount payable to Dr. Trout was in lieu of the annual retainer and meeting  
fees. In Fiscal 1995, W.E. Zisch, a Director of the Company until July 1994,    
received $12,012 under a consulting arrangement which provides for remuneration 
of $1,500 per month plus the use of a company car. The amount payable to Mr.    
Zisch under such consulting arrangement was in addition to the annual retainer  
and meeting fees.                                                               

       See "Compensation Committee Interlocks and Insider Participation" and
"Certain Relationships and Related Transactions" for information with respect   
to transactions between the Company and certain entities in which certain       
Directors of the Company may be deemed to have an interest.                     

COMPENSATION COMMITTEE INTERLOCKS 
AND INSIDER PARTICIPATION 

        During Fiscal 1995, C.K. Davis, W.H. Demisch, E.A. Frieman, R.M. Gates
(1), M.R. Laird, C.B. Malone, J.W. McRary, B.J.  Shillito(1), M.R. Thurman, M.E.
Trout, J.B. Wiesler and W.E. Zisch(1) served as members of the Compensation     
Committee. None of such persons served as an officer or employee of the Company 
or any of its subsidiaries during Fiscal 1995 or formerly served as an officer  
of the Company or any of its subsidiaries, except for E.A. Frieman, who was an  
Executive Vice President and Group Manager of the Company from 1981 to 1986, and
J.W. McRary, who was an employee of the Company from 1971 to 1994 and served as 
an Executive Vice President of the Company from 1979 to 1994.                   

      Dressendorfer-Laird Incorporated ("D-L Inc."), a company that is 50%
owned by D.M. Laird, the son of M.R. Laird, a Director of the Company, has      
provided governmental relations services to the Company since 1983. During      
Fiscal 1995, the Company paid D-L Inc. $225,000 for such services. M.R. Laird   
has no economic interest in D-L Inc. W. Frieman, daughter of E.A. Frieman, a    
Director of the Company, is an employee of the Company and the Director of the  
Asia Technology Program for the Company. For services rendered during Fiscal    
1995, W. Frieman received $95,715 in cash and stock compensation, and received  
options to acquire 2,000 shares of Class A Common Stock at $15.72 per share,    
which was the market value of the Class A Common Stock (as reflected by the     
Formula Price) on the date of grant. Such options become exercisable one year   
after the date of grant and vest as to 20%, 20%, 20% and 40% on the first,      
second, third and fourth year anniversaries of the date of grant,               

--------------------                                                            
(1) B.J. Shillito's and W.E. Zisch's terms on the Board of Directors and on the 
 Compensation Committee expired in July 1994, and R.M. Gates resigned from
the Board of Directors and the Compensation Committee in October 1994.  

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respectively. W. Frieman's area of professional expertise is the analysis of    
industrial and defense technology in the Pacific Rim, with an emphasis on       
China, Japan and Southeast Asia.                                                

Item 12.  Security Ownership of Certain Beneficial Owners and Management.       

Class A Common Stock                                                        

 To the best of the Company's knowledge, as of May 19, 1995 (the
"Record Date"), no person (other than State Street Bank and Trust Company       
("State Street") in its capacity as trustee of the ESOP, CODA, Profit Sharing   
Plan and the Retirement Savings Plan ("Syntonic Retirement Plan") of Syntonic   
Technology, Inc., a wholly-owned subsidiary of the Company, (collectively, the  
"Retirement Plans") and of the Company's Stock Compensation Plan and Management 
Stock Compensation Plan (collectively, the "Stock Compensation Plans")          
beneficially owned more than 5% of the outstanding shares of Class A Common     
Stock. The following table sets forth, as of the Record Date, to the best of    
the Company's knowledge, the number of shares of Class A Common Stock           
beneficially owned by each Director, each nominee for Director, the Named       
Executive Officers and all executive officers and Directors as a group:         

                                                        [Enlarge/Download Table]


                                                                   AMOUNT AND NATURE           
                                                                     OF BENEFICIAL     PERCENT 
NAME OF BENEFICIAL OWNER                                             OWNERSHIP(1)      OF CLASS
------------------------                                           -----------------   --------
                                                                                               
A.L. Alm . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          34,740        *    
J.R. Beyster . . . . . . . . . . . . . . . . . . . . . . . . . . .         852,080        1.8% 
V.N. Cook  . . . . . . . . . . . . . . . . . . . . . . . . . . . .          32,064        *    
S.J. Dalich  . . . . . . . . . . . . . . . . . . . . . . . . . . .          90,665        *    
C.K. Davis . . . . . . . . . . . . . . . . . . . . . . . . . . . .           2,974        *    
W.H. Demisch . . . . . . . . . . . . . . . . . . . . . . . . . . .          16,779        *    
E.A. Frieman . . . . . . . . . . . . . . . . . . . . . . . . . . .          39,606        *    
J.E. Glancy  . . . . . . . . . . . . . . . . . . . . . . . . . . .         126,184        *    
D.A. Hicks . . . . . . . . . . . . . . . . . . . . . . . . . . . .           6,560        *    
B.R. Inman . . . . . . . . . . . . . . . . . . . . . . . . . . . .          68,594        *    
D.M. Kerr  . . . . . . . . . . . . . . . . . . . . . . . . . . . .          24,766        *    
L.A. Kull  . . . . . . . . . . . . . . . . . . . . . . . . . . . .         264,839        *    
M.R. Laird . . . . . . . . . . . . . . . . . . . . . . . . . . . .          41,559        *    
W.M. Layson  . . . . . . . . . . . . . . . . . . . . . . . . . . .         109,358        *    
C.B. Malone  . . . . . . . . . . . . . . . . . . . . . . . . . . .           2,836        *    
J.W. McRary  . . . . . . . . . . . . . . . . . . . . . . . . . . .         185,746        *    
E.A. Straker . . . . . . . . . . . . . . . . . . . . . . . . . . .         116,470        *    
M.R. Thurman . . . . . . . . . . . . . . . . . . . . . . . . . . .           3,076        *    
M.E. Trout . . . . . . . . . . . . . . . . . . . . . . . . . . . .               0          0% 
J.H. Warner, Jr. . . . . . . . . . . . . . . . . . . . . . . . . .         139,385        *    
J.A. Welch . . . . . . . . . . . . . . . . . . . . . . . . . . . .          29,348        *    
J.B. Wiesler . . . . . . . . . . . . . . . . . . . . . . . . . . .           3,000        *    
A.T. Young . . . . . . . . . . . . . . . . . . . . . . . . . . . .               0          0% 
State Street Bank and Trust Company  . . . . . . . . . . . . . . .      21,997,082(2)    47.7% 
  One Enterprise Drive                                                                         
  North Quincy, MA 02171                                                                       
All executive officers and Directors as a group (38 persons) . . .       2,975,301        6.5% 

-----------------------                                                         
*   Less than 1% of the outstanding shares of Class A Common Stock and less     
than 1% of the voting power of the Class A Common Stock and the Class B 
  Common Stock, par value $.05 ("Class B Common Stock") combined.  The Class
   A Common Stock and Class B Common Stock are collectively referred to herein
as the "Common Stock."                                                  

(1) The beneficial ownership depicted in the table includes: (i) shares held    
for the account of the individual by the Trustee of the Company's ESOP, 
Profit Sharing Plan and CODA as follows: A.L. Alm (3,994 shares), J.R.  
Beyster (46,721 shares), V.N. Cook (1,713 shares), S.J. Dalich (32,396  
 shares), J.E. Glancy (25,085 shares), D.A. Hicks (346 shares), B.R. Inman
   (10 shares), D.M. Kerr (815 shares), L.A. Kull (35,959 shares), W.M. Layson
(38,131 shares), J.W. McRary (440 shares), E.A. Straker (36,844 shares),
J.H. Warner, Jr. (30,247 shares), J.A. Welch (3,094 shares), and all    
 executive officers and Directors as a group (372,979 shares); (ii) shares
   subject to options exercisable within 60 days following the Record Date, as
follows:                                                                

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A.L. Alm (14,318 shares), V.N. Cook (9,800 shares), S.J. Dalich (13,800 
shares), C.K. Davis (1,523 shares), W.H. Demisch (4,800 shares), E.A.   
Frieman (4,800 shares), J.E. Glancy (2,800 shares), D.A. Hicks (4,800   
 shares), B.R. Inman (14,800 shares), D.M. Kerr (10,003 shares), L.A. Kull
(14,000 shares), M.R. Laird (4,800 shares), C.B. Malone (1,500 shares), 
J.W. McRary (10,000 shares), E.A. Straker (13,800 shares), M.R. Thurman 
   (1,540 shares), J.H. Warner, Jr. (3,400 shares), J.A. Welch (4,800 shares),
   and all executive officers and Directors as a group (310,550 shares); (iii)
shares held by spouses, minor children or other relatives sharing a     
 household with the individual, as follows: J.R. Glancy (250 shares), W.M.
Layson (46,977 shares), E.A.  Straker (20,712 shares), and all executive
   officers and Directors as a group (100,697 shares); and (iv) shares held by
certain trusts established by the individual, as follows: J.R. Beyster  
 (805,359 shares), L.A. Kull (214,880 shares), J.B. Wiesler (3,000 shares)
and all executive officers and Directors as a group (1,060,434 shares). 

(2) At the Record Date, State Street, as Trustee for the Retirement Plans and   
 the Stock Compensation Plans, beneficially owned the following percentage
  of the outstanding shares of Class A Common Stock and Class B Common Stock
   and voting power of the Common Stock under each plan: ESOP -- 34.5% Class A
Common Stock, 9.6% Class B Common Stock and 33.6% of voting power of the
  Common Stock; CODA  -- 12.4% Class A Common Stock, 0% Class B Common Stock
   and 12.0% of voting power of the Common Stock; Profit Sharing Plan  -- 0.1%
 Class A Common Stock, 0.01% Class B Common Stock and 0.1% of voting power
   of the Common Stock; Syntonic Retirement Plan -- 0.1% Class A Common Stock,
0% Class B Common Stock and 0.1% of voting power of the Common Stock and
Stock Compensation Plans -- 0.5% Class A Common Stock, 0% Class B Common
  Stock and 0.5% of voting power of the Common Stock. Under the terms of the
 Retirement Plans, participants are entitled to direct State Street how to
vote Common Stock allocated to their accounts in the plans, subject to  
  certain restrictions imposed upon State Street by the fiduciary provisions
 of the Employee Retirement Income Security Act of 1974, as amended. Under
   the terms of the Stock Compensation Plans, the Trustee will vote the Common
Stock held by the Trustee in the Stock Compensation Plans in the same   
  proportion that the other stockholders of the Company vote their shares of
Class A Common Stock.                                                   

Class B Common Stock                                                        

       The following table sets forth, as of the Record Date, to the best of
the Company's knowledge, those persons who were beneficial owners of more than  
5% of the outstanding shares of Class B Common Stock. None of the Directors,    
nominees for Director or executive officers of the Company own any shares of    
Class B Common Stock.                                                           

                                                        [Enlarge/Download Table]

                                                                          AMOUNT AND               
                                                                           NATURE OF       PERCENT 
NAME OF BENEFICIAL OWNER                                             BENEFICIAL OWNERSHIP  OF CLASS
------------------------                                             --------------------  --------
                                                                                                   
J.D. Cramer  . . . . . . . . . . . . . . . . . . . . . . . . . . . .       17,240            5.1%  
J.L. Griggs, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . .       19,464            5.7%  
State Street Bank and Trust Company  . . . . . . . . . . . . . . . .       32,707(1)         9.6%  
  One Enterprise Drive                                                                             
  North Quincy, MA 02171                                                                           

-----------------------                                                         
(1) Represents shares of Class B Common Stock beneficially owned by State       
  Street in its capacity as trustee of the Retirement Plans.  State Street's
total ownership of Common Stock is set forth in Note (2) to the previous
table above.                                                            

Item 13.  Certain Relationships and Related Transactions.                       

 The Foundation for Enterprise Development (the "Foundation"), a
non-profit organization, was founded in 1986 by J.R.  Beyster, Chairman of the  
Board and Chief Executive Officer of the Company, to promote employee           
ownership. Dr. Beyster is the President and a member of the Board of Trustees   
of the Foundation. In Fiscal 1995, the Company made a contribution of $250,000  
to the Foundation consisting of a combination of cash and rent-free space in a  
building owned by the Company in La Jolla, California, and in a building leased 
by the Company in McLean, Virginia. The aggregate estimated fair rental value   
of the contributed facilities in Fiscal 1995 was approximately $28,000 and the  
cash contribution was $222,000. The Board of Directors has approved a similar   
contribution of a combination of cash and rent-free space to the Foundation in  
fiscal year 1996 in an aggregate amount of $300,000.                            

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    R.D. Layson, wife of W.M. Layson, a Director of the Company, is an
employee of the Company and the Deputy Division Manager for the Information     
Systems Integration Division. For services rendered during Fiscal 1995, R.D.    
Layson received $83,343 in cash and stock compensation, and received options to 
acquire 500 shares of Class A Common Stock at $14.46 per share and 200 shares   
of Class A Common Stock at $15.72 per share, which were the market values of    
the Class A Common Stock (as reflected by the Formula Price) on the dates of    
grant. Such options become exercisable one year after the date of grant and     
vest as to 20%, 20%, 20% and 40% on the first, second, third and fourth year    
anniversaries of the date of grant, respectively. R.D. Layson has been an       
employee of the Company for over 15 years and works in the area of systems      
integration and software development management.                                

See also "Directors' Compensation" and "Compensation Committee
Interlocks and Insider Participation."                                          

SIGNATURES

       Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed   
on its behalf by the undersigned, thereunto duly authorized.                    

                    SCIENCE APPLICATIONS
                         INTERNATIONAL CORPORATION
            (Registrant)

                             By:      /s/ Douglas E. Scott
                                          ------------------------------------
                                        D.E. Scott
                                            Corporate Vice President
                                             and General Counsel

Date: April 18, 1996                                                            

12

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K405/A’ Filing		Date		First		Last			Other Filings
Filed on:		4/19/96							10-K405
		4/18/96		13
		5/31/95		2
		5/19/95		11
		4/18/95		6					10-K405,  S-3
		3/10/95		1
For Period End:		1/31/95		1		9			10-K405
		1/14/95		10
		1/31/94		6					10-K
		1/31/93		6
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