===============================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                  July 30, 2003
                Date of Report (Date of earliest event reported)

                        MANTECH INTERNATIONAL CORPORATION

             (Exact name of registrant as specified in its charter)


         Delaware                       000-49604                 22-1852179
----------------------------     ------------------------    -------------------
(State or other jurisdiction     (Commission File Number)    (I.R.S. Employer
of incorporation)                                            Identification No.)


                  12015 Lee Jackson Highway, Fairfax, VA 22030
                  --------------------------------------------
                    (Address of principal executive offices)

                                 (703) 218-6000
              (Registrant's telephone number, including area code)


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







ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits. The following exhibit is filed with this report.

    99.1      Transcript of Earnings Conference Call held on July 30, 2003,
              announcing ManTech International Corporation's second quarter
              financial results for fiscal year 2003 as well as its earnings
              guidance for the third quarter of fiscal year 2003 and full
              fiscal year 2003.

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

      On July 30, 2003, as previously announced, ManTech International
Corporation participated in a public Earnings Conference Call and Audio Web Cast
for investors and analysts regarding its results of operations and financial
condition for the second quarter of 2003 as well as its earnings guidance for
the third quarter of fiscal year 2003 and full fiscal year 2003. The transcript
of the conference call is furnished as Exhibit 99.1 to this Current Report.







                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                  MANTECH INTERNATIONAL CORPORATION



Date:  August 4, 2003             /s/ Ronald R. Spoehel
                                  ------------------------------

                                  Name:   Ronald R. Spoehel
                                  Title:  Executive Vice President and
                                          Chief Financial Officer






                                  EXHIBIT 99.1



                       ManTech International Corporation
           ManTech International 2ND Quarter 2003 Financial Results
                            Leader, Peter LaMontagne


                                    07/30/03

                     Date of Transcription: August 4, 2003



Operator                            Good afternoon, everyone, and welcome to the
                                    ManTech International second quarter fiscal
                                    year 2003 earnings conference call. All
                                    lines have been placed on mute to prevent
                                    any background noise. After the speakers'
                                    remarks, there will be a question and answer
                                    period. If you would like to ask a question
                                    during this time, simply press star, then
                                    the number 1 on your telephone keypad.  If
                                    would like to withdraw your question, press
                                    star, then the number 2. As a reminder,
                                    today's call is being recorded. I would now
                                    like to turn the call over to ManTech Senior
                                    Corporate Vice President Peter LaMontagne.
                                    Please go ahead, sir.

Peter LaMontagne                    Thank you, Matthew, and good afternoon,
                                    ladies and gentlemen, and welcome to
                                    ManTech International Corporation's 2003
                                    second quarter earnings conference call.
                                    My name is Peter LaMontagne; I'm a Corporate
                                    Senior Vice President here at ManTech. We
                                    are pleased that you are able to join us for
                                    today's call, whether by telephone or via
                                    the webcast. Leading today's call from
                                    ManTech are George J. Pedersen, Chairman of
                                    the Board, CEO, and President, and Ronald R.
                                    Spoehel, our new Executive Vice President
                                    and CFO. Before we begin our discussion, it
                                    is important that we provide you with the
                                    required statement relating to our written
                                    and verbal disclosures and commentary
                                    regarding ManTech and our results and
                                    operations.

                                    Statements made in ManTech's written and
                                    verbal disclosures and commentary which do
                                    not address historical facts could be
                                    interpreted to be forward-looking
                                    statements. These statements are made
                                    pursuant to the safe harbor provision of the
                                    Private Securities Litigation Reform Act of
                                    1995, and are subject to factors that could
                                    cause actual results to differ materially
                                    from anticipated results. Examples of such
                                    forward-looking statements include the
                                    company's expected future earnings, as
                                    suggested by backlog and GSA estimates,
                                    updated guidance projections, and the
                                    company's belief that there will be
                                    increased defense and intelligence spending
                                    in the future. The factors that could cause
                                    actual results to differ materially from
                                    those anticipated include but are not
                                    limited to the following -- failure of
                                    government customers to exercise options
                                    under contracts, funding decisions of U.S.
                                    government projects, government contracts,
                                    procurements such as bid protest and
                                    termination risks, competitive factors such
                                    as pricing pressures, and/or competition to
                                    hire and retain employees, the company's
                                    ability to identify, execute or effectively
                                    integrate future acquisitions, the company's
                                    ability to successfully raise additional
                                    capital, material changes in laws or
                                    regulations applicable to the company's
                                    business, and other risk factors discussed
                                    in the company's filings with the Securities
                                    & Exchange Commission. The company's
                                    statements are made as of July 30, 2003, and
                                    the company undertakes no obligation to
                                    update any of the forward-looking statements
                                    made herein, whether as a result of new
                                    information, future events, changes in
                                    expectations or otherwise.

                                    Also, the entire content of today's call,
                                    which is being recorded and simultaneously
                                    webcast is a copyright of ManTech
                                    International Corporation and may not be
                                    reproduced in any form without prior written
                                    consent. Now I would like to turn the call
                                    over to George Pedersen for introductory
                                    remarks.
                                    George?

George Pedersen                     Good afternoon, everyone, and thank you for
                                    joining us today. I'm very pleased to report
                                    our second quarter results, which
                                    demonstrate clearly that ManTech's strategy
                                    is working on all levels. Simply put, our
                                    record results are a reflection of the right
                                    strategy, executed with discipline, in an
                                    expanding marketplace. Our revenue for the
                                    second quarter was up nearly 50% over last
                                    year, evidence that we have chosen both the
                                    right markets and the right service area, as
                                    well as the right acquisitions to exploit
                                    these market opportunities.

                                    As we have anticipated, our DOD and
                                    intelligence IT and technical service
                                    support continue to be in high demand,
                                    especially on classified programs that
                                    require technical personnel with high level
                                    security clearances. The acquisition of
                                    nearly 1,000 personnel with such clearances
                                    over the past year is paying dividends as we
                                    gain traction as a leader in selected
                                    segments of the intelligence and DOD
                                    markets.

                                    This was evidenced as ManTech also delivered
                                    strong bottom line results. Earnings per
                                    share rose over 55% to 28 cents over last
                                    year's 18 cents. Similarly, operating margin
                                    showed improvement, reaching 8.6% over last
                                    year's 7.8%. Perhaps most important to our
                                    future success, in the second quarter we
                                    completed the integration of the four
                                    corporations that we had acquired since last
                                    August. Two of the transactions closed less
                                    than six months ago. As announced in today's
                                    release, simultaneously with the completion
                                    of this integration we also have carried out
                                    a consolidation and alignment of operations
                                    to optimize our platform for growth. This
                                    integration and alignment of resources
                                    within ManTech provided the platform that
                                    drove our success in generating record
                                    revenue growth and profitability in the
                                    second quarter. With this space of solid
                                    execution in our operations today we are
                                    also expanding our earnings and revenue
                                    guidance to reflect this positive trend in
                                    our confidence in the continuity of our
                                    success.

                                    I will come back to the significance of our
                                    realigned platform later in the call, along
                                    with other industry, market and budgetary
                                    issues. But first, let me introduce Ron
                                    Spoehel, our new Executive Vice President
                                    and Chief Financial Officer to those of you
                                    who have not yet connected with him. Ron
                                    brings a wealth of experience to ManTech,
                                    having served in a variety of senior
                                    executive management positions. He has a
                                    strong background in our industry as well as
                                    extensive M&A and financial experience, both
                                    on Wall Street and as an operating
                                    executive. Ron has already made valuable
                                    contributions to ManTech in his short time
                                    with the company. He's the right person to
                                    help ManTech grow to the next level and a
                                    great complement to the current executive
                                    team. I'm confident that you will feel the
                                    same way as you speak with Ron and meet him
                                    in the upcoming meetings and conferences.
                                    With that, I would like to hand the call
                                    over to Ron to provide more detail and color
                                    to our quarter record quarter. Ron?

Ronald Spoehel                      Thanks, George, and good afternoon everyone.
                                    It's really a pleasure to be on board as a
                                    member of the ManTech team. In the short
                                    time I've been here, I've certainly had my
                                    belief reinforced that this is one of the
                                    premier technology contractors for the
                                    classified DOD and intelligence communities.
                                    It's been a pleasure getting to know the
                                    team and there's an extraordinary depth in
                                    leadership talent and technical expertise
                                    here at the company. Moving forward, I look
                                    forward to meeting as many of you as
                                    possible in the coming weeks while on the
                                    road or in meetings here in Virginia.

                                    Turning now to our second quarter. Our
                                    record results and expanded guidance show
                                    that ManTech has delivered on the promise of
                                    our platform, built through recent
                                    acquisitions and the consolidation of
                                    operations we announced today. Our revenues
                                    rose 48.6%, to $177.1 million, as compared
                                    to the comparable period last year, and rose
                                    19.5% sequentially. This was an organic
                                    growth rate of 13% over pro forma revenues
                                    of $156.7 million. There are current
                                    operations achieved during the comparable
                                    period in 2002. As noted in this afternoon's
                                    press release, we have seen and continue to
                                    see strong demand across our core growth
                                    markets supporting national security
                                    programs for the intelligence community and
                                    the Department of Defense.

                                    Our operating income increased 64.1% to
                                    $15.3 million, as compared to the comparable
                                    period last year. In this was growth of over
                                    20% from the first quarter of this year. The
                                    operating income margin was 8.6% in the
                                    second quarter, up from 7.8% in the same
                                    period in 2002. This margin improvement
                                    continued to be driven by improvements in
                                    operating efficiencies. For the second
                                    quarter, net income reflected further margin
                                    expansion, as it increased 82.6% to $8.9
                                    million from $4.9 million in the comparable
                                    period in 2002. Our tax rate for the quarter
                                    remains at 40.6%. Our fully diluted share
                                    count for the quarter was 32 million, and
                                    earnings per share on a fully diluted basis
                                    were 28 cents, an increase of 33% over the
                                    comparable quarter in 2002 for continuing
                                    operations. EBITDA increased 66.5% to $17
                                    million, similar to the growth of operating
                                    income. Free cash flow for the quarter was
                                    almost $10 million. The net debt balance at
                                    the end of the quarter was $4.9 million,
                                    reflecting the efforts made to improve cash
                                    collections and reduce receivables
                                    outstanding at the end of the quarter. The
                                    net debt balance was comprised of $25.3
                                    million of total debt, offset by $20.4
                                    million of cash and equivalents available.

                                    Second quarter cash flow from continuing
                                    operations was $10.5 million, and DSO
                                    dropped to 77 days, an improvement of 11
                                    days over the first quarter of this year, as
                                    some previously reported first quarter
                                    timing issues resolved themselves and there
                                    was a concerted effort which focused on
                                    improving the cash collection cycle. We have
                                    also focused on strengthening our personnel
                                    retention efforts and our second quarter
                                    voluntary turnover rate remained under 15%.
                                    We have also further focused our recruiting
                                    efforts as we continue to see strong
                                    potential for growth, especially in our
                                    classified programs. The strong activity in
                                    these areas is reflected in our report today
                                    of recent contract awards and contract
                                    expansions, with an estimated value in
                                    excess of $250 million, including previously
                                    undisclosed classified programs in excess of
                                    $150 million. This total included our
                                    previously announced State Department IT
                                    modernization awards as well as Air Force
                                    and Navy awards.

                                    Our proposal activity remained quite active
                                    in the second quarter. At the end of the
                                    quarter we had over $700 million in
                                    proposals under evaluation and a pipeline of
                                    qualified opportunities in excess of $4.5
                                    billion. Our total backlog increased at the
                                    end of the second quarter to $1.5 billion,
                                    with funded backlog growing to $342 million,
                                    a 23% increase in funded backlog from the
                                    end of the first quarter. Our calculation of
                                    ManTech's GSA schedule contract value also
                                    continued to expand, up from the first
                                    quarter in the amount of $1 billion to $1.1
                                    billion at the end of the second quarter, as
                                    we continue to focus efforts on work under
                                    these flexible acquisition schedules, with
                                    their attractive margin opportunities.

                                    Similar to last quarter, revenue from GSA
                                    contract vehicles accounted for 39% of our
                                    second quarter revenues, also similar to the
                                    levels seen in our operations in the
                                    comparable quarter of last year. Revenue
                                    from DOD and intelligence community
                                    contracts expanded to 88.7% of the total in
                                    the second quarter, with all our federal
                                    government contracts accounting for about
                                    97% of revenues in the second quarter. We
                                    continue to serve as prime contractor in
                                    over 90% of our work, as we continue to seek
                                    the greatest degree of direct control over
                                    program management as a means to enhance our
                                    growth potential. Our cost-plus contracts
                                    accounted for only 35.5% of our revenue in
                                    the second quarter, continuing the downward
                                    trend as the company expands its
                                    opportunities for margin improvement under
                                    time and material and fixed price contracts.
                                    We also believe that critical classified DOD
                                    and intel community programs will enjoy
                                    priority status in the federal budget
                                    process, and we have not only focused our
                                    efforts in these markets, but also, as
                                    announced today, we have consolidated and
                                    aligned our operations to most effectively
                                    address these ongoing opportunities.

                                    We have now completed the integration of our
                                    four recent acquisitions, and have
                                    operationally consolidated to focus on key
                                    national security solutions and defense
                                    systems for our intel and DOD customers,
                                    while continuing to provide enterprise
                                    support systems for federal agencies. Our
                                    national security solutions group has
                                    consolidated 6 business operations into 3
                                    core operations, focusing on mission
                                    critical systems development, security, and
                                    intelligence operations, while our new
                                    defense systems group realigns the activity
                                    of our DOD related operations to target DOD
                                    armed services customers. With the strong
                                    performance of the company in the first half
                                    of this year, the realignment and
                                    consolidation of our operations as we
                                    completed acquisition integration and the
                                    opportunities evidenced by positive trends
                                    in our core DOD and intelligence community
                                    markets, we have expanded guidance as
                                    announced in this afternoon's press release.

                                    For the full year 2003, we are projecting
                                    revenue of $695-705 million, an increase
                                    from the previous $680-690 million level.
                                    Based on 32.1 million fully diluted shares,
                                    we expect fully diluted EPS for the year to
                                    be between $1.07 and $1.09 per share, an
                                    increase from the previous $1.03 to $1.07.
                                    For the third quarter, our guidance is for
                                    revenue in the range of $180-184 million,
                                    with 32.2 million shares. EPS then is
                                    between 28 and 29 cents. This guidance is
                                    reflective of the strong growth we saw in
                                    the second quarter. Looking toward 2004, we
                                    remain confident that we have the right
                                    focus and the positive market momentum for
                                    our industry and for ManTech in particular,
                                    this will continue. Let me wrap up by saying
                                    I'm extraordinarily pleased to be on the
                                    ManTech team. I look forward to your
                                    questions today and also to meeting many of
                                    you in person in the coming weeks. At this
                                    point let me turn it back over to you,
                                    George.

George Pedersen                     Thank you, Ron. Looking forward to the
                                    balance of the year, and into 2004, I would
                                    like to cover a couple of key issues that
                                    will be impacting our industry. First and
                                    foremost is the appropriations process.
                                    Congress is just now leaving for summer
                                    recess, but the lawmakers have made progress
                                    on key spending bills. All indications
                                    suggest that the DOD appropriation process
                                    for 2004 is on track. We do not see any
                                    substantial delay coming beyond 1 October
                                    2003. This is good news. This is critically
                                    important to our industry and ManTech in
                                    in particular as we derive most of our
                                    revenue from this appropriations bill. The
                                    passage in the Senate and the House of
                                    preliminary Department of Homeland Security
                                    spending bill is also a positive sign. Both
                                    the DOD and Homeland Security bills still
                                    need to go to conference and eventually
                                    to the White House, but all seems to be on
                                    track. I'm less optimistic about some of the
                                    other spending bills, but I see no
                                    indications at this time that we will have
                                    continuing resolutions for the civilian
                                    agency spending bill extending into the next
                                    year as we did last year. While these
                                    bills may not be completed on 1 October, the
                                    situation should be much improved over last
                                    year.

                                    Much will depend upon the political
                                    environment upon Congress's return to
                                    Washington. I am also confident that the
                                    budget trends we saw this year will continue
                                    into 2005. Although our industry saw some
                                    challenges recently, the temporary cut in
                                    the IT budget in the House defense bill and
                                    some new A-76 language, the overall trends
                                    are very positive. The bottom line in our
                                    view is that Department of Defense and the
                                    intelligence community will continue to need
                                    more and more contractor support for IT and
                                    key technical services in the coming
                                    quarters. ManTech's strategy is to deliver
                                    the highest quality of support to make sure
                                    we expand where we currently operate as well
                                    as penetrate new areas through marketing and
                                    eventually more acquisitions.

                                    As Ron and I have mentioned earlier, we are
                                    pleased to announce the completion of the
                                    integration of the four acquisitions. What
                                    matters most is that we have integrated
                                    business development and operation with a
                                    matrix structure that allows alignment
                                    according to customer needs and functional
                                    expertise. We will also see operating
                                    efficiencies in this integrated platform,
                                    but the main focus will be on winning new
                                    business and expanding existing programs in
                                    new directions. An example of this success
                                    came at a recent contract award in support
                                    of Air Force's 21st Spacelink, a new area of
                                    work for us that would not have been
                                    possible without the joint skills and
                                    experience of an established ManTech
                                    business unit and an acquired entity.
                                    Indeed, the concept of joint operations has
                                    proven so successful on a battlefield in
                                    Afghanistan and Iraq, it is a directive we
                                    are following within ManTech.

                                    Also notable in the quarter was the $88.6
                                    million State Department prime contract link
                                    in support of the worldwide systems fielding
                                    program. This will expand the scope and
                                    scale of our previous work. Our new
                                    integrated joint platform is already
                                    delivering solid internal growth as Ron
                                    pointed out earlier, 13% over 2002 on pro
                                    forma basis.

                                    Finally I want to address the strategy going
                                    forward. Expect more of the same. Focus on
                                    internal expansion and continued targeting
                                    of high growth market [measures], especially
                                    DOD and intelligence community classified
                                    programs. There are many areas that remain
                                    of great interest to us -- Air Force space
                                    operations, missile defense, just to name
                                    two priority areas. We will consider new
                                    acquisitions as we approach 2004, but as I
                                    mentioned in the last call, we don't expect
                                    any to close in this calendar year. However,
                                    we are beginning to look at acquisitions
                                    again. We are back in the hunt. Our strong
                                    balance sheet gives us maximum flexibility
                                    and financing options. We will take our time
                                    and apply discipline to make sure we have
                                    the right fit for ManTech. Our current
                                    platform is very strong so we will be
                                    extremely selective.

                                    In summary, through the integration
                                    alignment of resources within ManTech, we
                                    had record revenue growth and profitability
                                    for the second quarter. Operation margins
                                    were solid and the balance of the year looks
                                    bright. So we are increasing earnings and
                                    revenue guidance to reflect this positive
                                    trend and our own confidence. Our employees
                                    performed superbly as always in this
                                    quarter. They deserve credit for strong
                                    results. Our strategy is on track, these are
                                    good times for our industry and ManTech.
                                    Let's begin the questions now.

Peter LaMontagne                    Okay, Matthew, we can go to questions and
                                    answers, then, please.

Operator                            Certainly. At this time I would like to
                                    remind everyone if you would like to ask a
                                    question, please press star, then the number
                                    1 on your telephone keypad. We'll pause for
                                    just a moment to compile the Q&A roster.
                                    Your first question is from George Price
                                    with Legg Mason.

George Price                        Thank you, very much, good afternoon,
                                    congratulations on a very nice quarter.
                                    A couple of questions. First, on the
                                    guidance, revenue guidance, at least
                                    relative to our expectations, look
                                    particularly strong. You know, EPS, the top
                                    end of the range, only going up, I believe,
                                    a couple cents from the prior
                                    range, even though, you know, outperforming
                                    in the quarter. Could you maybe
                                    help me understand that a little bit more,
                                    maybe in terms of the margin expectations
                                    in the second half?

Ronald Spoehel                      Yes, what I would say is if you look
                                    at the progression going forward, the
                                    guidance continues in the range of roughly
                                    12-14% on full year organic growth, and
                                    margins continuing the 8.5-8.6%. So, it's
                                    consistent with the growth of the company to
                                    date, and where we've tracked.

George Price                        Okay. And you did disclose the growth
                                    this quarter. I'm not sure that you did -- I
                                    don't think that you did last quarter. Have
                                    you gone back -- are you willing to disclose
                                    what the organic growth was in the first
                                    quarter?

Ronald Spoehel                      It was slightly above where it was in the
                                    second quarter.

George Price                        Okay. And just interested if what you're
                                    seeing in demand and spending trends
                                    in DOD, obviously you've talked about the
                                    strength of defense and intel-related.  Are
                                    you seeing anything in terms of trends given
                                    the status of the conflict in Iraq? Is
                                    spending moving around anywhere anticipated
                                    to move around anywhere differently as a
                                    result of things at least seemingly to wind
                                    down there?


George Pedersen                     Our impression at this point in time is that
                                    the DOD at this point has all of the funding
                                    they need. Whether that continues that way,
                                    I don't know. I think you know there are
                                    numbers thrown around that they're spending
                                    in the band of $4 billion dollars per month.
                                    That may be a little bit low. The current
                                    number for the president's request for next
                                    year is $372 billion. By the time they
                                    add the energy and the construction money,
                                    it will be the $400 billion that everyone
                                    has talked about. And I don't believe there
                                    will be any shortage of money. They
                                    obviously move it around, but I don't see
                                    any shortage of money.

Peter LaMontagne                    And then with regard to sort of where the
                                    operational focus is right now and
                                    how that's impacting industry and ManTech in
                                    particular. Secretary Wolfowitz, I think
                                    yesterday in testimony or Tuesday in
                                    testimony before Congress, highlighted the
                                    fact that right now, the global war on
                                    terrorism is focused on the operation in
                                    Iraq and we don't see that slowing down.
                                    And as was stated before, we do have
                                    substantial presence in the region, so the
                                    degree that that activity continues, we will
                                    continue to support that. That said,
                                    remember that there continues to be
                                    activities in Afghanistan, and we are active
                                    throughout the region in central Asia as
                                    well as in the Gulf area. I would also state
                                    that remember that behind in supporting the
                                    active operations by the intelligence
                                    community and the military overseas in those
                                    locations, is the processing, dissemination
                                    and analysis that goes back -- that goes on
                                    back at locations in the United States in
                                    support of that. ManTech also has a
                                    substantial amount of work in support of
                                    those efforts. So the increased
                                    operational activity that we see on the
                                    ground in places like Iraq and
                                    Afghanistan is also reflected in activity
                                    that we see here in the United States
                                    in the headquarters elements of those
                                    components.

George Price                        Great, thanks very much.

Operator                            Your next question is from Joseph Vafi with
                                    Jefferies.

Joseph Vafi                         Hey, guys, good afternoon, great results and
                                    great cash flow quarter.

George Pedersen                     Thanks, Jeff.

Joseph Vafi                         Yeah. I was wondering, to the extent that
                                    you can, you know, really nice surge
                                    in bookings, especially in the classified
                                    awards. I know you can't talk a lot
                                    about what's going on there, but any color
                                    on the types of contract vehicles
                                    we're seeing at least in terms of how they
                                    affect margins, P&L, and also if
                                    the types of contract vehicles you're seeing
                                    are potentially longer term than
                                    they've been in the past, kind of reflecting
                                    a mood and outlook by the DOD
                                    that we're sticking -- we're in this for the
                                    long-term?

Peter LaMontagne                    Sure. I think the first point is that it is
                                    a combination of the unannounced
                                    classified work, is a combination of
                                    expansions on contracts and some new
                                    work. And as was said before, we do see
                                    in the intelligence community in
                                    particular in the classified world, a mix
                                    of contracts. The mix is generally
                                    reflective of what we see across our
                                    company, but with one exception, and that
                                    is our cost plus contracts in the intelli-
                                    gence community tend to be close-plus
                                    award fee, where we earn margins that are
                                    more in line with the margins that
                                    we see on our time and materials and fixed
                                    price contracts outside the
                                    classified arena. So we're seeing a nice
                                    mix, and I'd say it's generally
                                    reflective and supportive of the type of
                                    margin expansion that we saw year on
                                    year in this quarter. Compared with last
                                    year's quarter, that is. In addition
                                    to that, with regard to the long-term versus
                                    short-term, we also had some of
                                    the expansions on these were part of
                                    long-term programs, some of them were
                                    brand-new starts. We see a variety of
                                    vehicles, we still do not see a strong
                                    prevalence of GSA activity within a lot of
                                    our classified programs, but we
                                    believe the vehicles that are being used are
                                    similarly flexible and allow us
                                    to earn solid margins as we demonstrate our
                                    performance for our customers.

George Pedersen                     On contracts and margin shows, all good
                                    news.

Joseph Vafi                         Right, absolutely. Then one quick
                                    question here. I know you were talking about
                                    some efficiency gains and we kind of clearly
                                    saw some of that occurring as G&A dropped
                                    substantial revenue in the quarter.

Ronald Spoehel                      Correct.

Joseph Vafi                         Kind of any feel, moving forward, how
                                    much more efficiency gains you think we've
                                    got here, moving forward, you know, over the
                                    next, you know, couple quarters?

Ronald Spoehel                      I think on that, Joe, what I
                                    probably can say at this point is we will
                                    continue to look for those. I'd rather defer
                                    how much I think we can get until I've been
                                    here slightly longer and get a feel for what
                                    efficiencies can be brought into the system.

Joseph Vafi                         Okay, fair enough. And then finally,
                                    you know, nice cash flow quarter here on the
                                    operational side. Any thoughts here -- I
                                    know, George, you're saying you're not
                                    really in the market to be buying -- doing
                                    any more acquisitions maybe in this calendar
                                    year. Is that cash balance going to be put
                                    to use maybe bringing the debt down or
                                    anything else you might be doing with it?

Ronald Spoehel                      During this year, Joe, I wouldn't
                                    expect that we would bring down the debt,
                                    because, as you may recall, the $25 million
                                    of debt is left there because we have a swap
                                    that's in place against that. So it's really
                                    there because we don't want to break the
                                    swap.

Joseph Vafi                         Great, fair enough.

Ronald Spoehel                      In terms of the using the cash, we
                                    obviously are in this position deliberately
                                    so that we can do additional acquisitions.
                                    We are back in the hunt. We are
                                    beginning to talk and look at opportunities.
                                    We will be very selective in
                                    terms of margins and potential growth and
                                    in all of these things it will take
                                    us some months to complete due diligence
                                    and evaluation. So, the activity is
                                    going forward aggressively, but I don't
                                    expect us to close one before let's
                                    say the first of the year.

Joseph Vafi                         Thanks a lot, and again, great results.

George Pedersen                     Thank you.

Ronald Spoehel                      Thank you.

Operator                            Your next question is from Brett Manderfeld
                                    with Piper Jaffray.

Brett Manderfeld                    Good afternoon, guys, and my
                                    congratulations as well.

Peter LaMontagne                    Thanks, Brett.

Brett Manderfeld                    Organic growth, Ron, I think you
                                    mentioned 13%. Does that include the
                                    acquisitions in that number?

Ronald Spoehel                      Yes, it does. That's the overall
                                    portfolio of operations we have as a company
                                    now, compared to last year. So if you took
                                    the $177.1 million, against last year's
                                    $156.7 million, that's what the revenues for
                                    all our operations were during that period
                                    last year -- would have been during last
                                    year on a pro forma basis. We're trying to
                                    give you apples to apples.

Brett Manderfeld                    Good. If you break those apart, I don't
                                    know if you want to break out, you
                                    know, the actual percentage in the core
                                    versus the acquired companies, but can
                                    you give us a sense for the growth whether
                                    one was growing faster than the
                                    other? Thanks.

Ronald Spoehel                      I don't have the breakout
                                    specifically between those, but I think as
                                    we've talked about before, the acquisitions
                                    have grown at a slightly higher rate than
                                    that. As the company had indicated
                                    previously, it was targeting for its
                                    acquisitions, so this is something, the plan
                                    the company put in place and it is being
                                    executed, too.

Brett Manderfeld                    Okay.

Peter LaMontagne                    It's Peter, let me add to what Ron said
                                    there. What we can say specifically is
                                    that we are seeing strong growth in those
                                    areas that we've highlighted, you
                                    know, the security-related work that Aegis
                                    Research did in the past, as well
                                    as the background investigation work, and
                                    the areas and the secured systems
                                    and IT solutions, particularly as it
                                    relates to security is we're seeing
                                    strong growth there.

Brett Manderfeld                    Okay, excellent. And in terms of
                                    the $250 million dollars in recent contract
                                    awards and the expansions, is that in the
                                    last quarter or is that over some other time
                                    period?

Ronald Spoehel                      It's roughly in the last quarter.
                                    Some of the issue, as you know, is when the
                                    awards occur versus when we can announce.
                                    They don't always match exactly on dates,
                                    but that's roughly the last quarter.

Brett Manderfeld                    Okay. And one final question for
                                    George, you mentioned A-76. I was hoping
                                    that you could expand on your thoughts on
                                    that area in general and how it might affect
                                    your business going forward. Thanks.

George Pedersen                     We have never been a large A-76
                                    contractor. Obviously, there are changes
                                    ongoing there in some of the agencies, as
                                    you know. I know the industry is working
                                    very hard to deal with those issues, but I
                                    don't want to comment because it really
                                    doesn't impact ManTech very much one way or
                                    the other.

Peter LaMontagne                    And Brett, I think -- this is Peter. The
                                    other good news is that although the
                                    president has -- you know, they've backed
                                    off on the quotas for how much
                                    they're going to outsource, the trends
                                    toward outsourcing are very strong, and
                                    then with regard to the amount of
                                    competitions and the A-76 studies, as George
                                    highlighted, we don't see those impacting
                                    our business and we think it's going
                                    to continue to be in those mission critical
                                    areas that the government needs to
                                    outsource, they're going to continue to do
                                    so.

George Pedersen                     There was a recent article written by the
                                    Secretary of Defense, I'm sure you
                                    read it in the Post, and he talked about
                                    the problem of trying to get U.S.
                                    government civil servants on the
                                    battlefield, and the rules and regulations
                                    that have to be addressed in trying to
                                    make that happen, as opposed to calling
                                    upon contractor support. And in many
                                    respects, I think that's become the
                                    driving issue. So there will, in my
                                    judgment, continue to be significant
                                    outsourcing as we go down the road.

Peter LaMontagne                    Matthew, we're ready for the next question.

Operator                            Your next question is from Tom Meagher with
                                    BB&T Capital Markets.

Tom Meagher                         Yeah, once again, congratulations on a
                                    really solid quarter there. George, I
                                    was wondering if you had any comment,
                                    reference the announcement yesterday
                                    that Affiliated Computer Services is
                                    looking to divest its federal government
                                    operation in favor of acquiring a
                                    commercial IT services unit reportedly from
                                    Lockheed. I was just wondering if you have
                                    seen any competitive implications
                                    there as it regards the commercial IT
                                    systems integrators and consultants and
                                    their effort to increase their federal
                                    sector presence? In other words, would
                                    you view this as essentially a one-off
                                    transaction or perhaps the start of
                                    some sort of a trend? Thank you.

George Pedersen                     I don't know if it's start of a trend.
                                    I know that there were rumors around
                                    going back some number of months that they
                                    were considering doing this.
                                    Indeed, we made some probes with that
                                    organization. I don't know -- I tend to
                                    see it the other way. I tend to see more
                                    people looking for defense-oriented
                                    business, because of such tremendous
                                    opportunity. I can't judge why they made
                                    that decision and I can't -- I don't have
                                    the sense that others are trying to
                                    accomplish the same thing.

Tom Meagher                         Okay, thanks very much. Congratulations on
                                    the quarter.

Ronald Spoehel                      Thank you.

Operator                            Your next question is from Sandra
                                    Notardonato with Adams, Harkness & Hill.

Sandra Notardonato                  Maybe some day they'll get my name right.
                                   [LAUGHTER]

George Pedersen                     Sandra is a good name.

Sandra  Notardonato                 Thanks, George. I guess I have a
                                    follow-up to the acquisition question. I
                                    know that you're not talking about doing
                                    anything before the beginning of next year,
                                    but it sounds like you're in the marketplace
                                    again, looking at some companies.

George Pedersen                     Yes, we are.

Sandra Notardonato                  Can you give me a sense if
                                    valuation has changed at all since the last
                                    round of acquisitions you made?

George Pedersen                     I don't think so. I think the numbers that
                                    we paid and the formulas we used
                                    for us are still valid, and you've heard us
                                    say before that the recent
                                    acquisition of Veridian by General Dynamics
                                    more than confirmed the prices
                                    that we paid. So I think we're in the same
                                    band, and we're talking to --
                                    beginning to talk to some people. I haven't
                                    yet had someone put a price on the
                                    table so I can't tell you from our
                                    experience any recent changes.

Sandra Notardonato                  Okay. And one of the things that
                                    I've been thinking about as your company
                                    approaches the law of large numbers, so to
                                    speak, is what are you doing to position
                                    yourself to better compete for the much
                                    larger-sized contracts in the marketplace as
                                    a prime contractor? What types of changes do
                                    you need to make as an organization to be
                                    able to better compete for those?

George Pedersen                     That's what we did in this consolidation.
                                    In the NSSG group we took six
                                    organizations and essentially consolidated
                                    down to three, much more focused,
                                    much more ability to pull the skills for
                                    one group, learning about one another
                                    and doing all of those natural things. In
                                    terms of the size, we obviously
                                    drive toward $1 billion dollars in 2004 as
                                    an objective, and I think we will
                                    be large enough to be a serious competitor
                                    going down the road, as we have
                                    been. So I see refinement rather than major
                                    change.

Sandra Notardonato                  Does that require refinement to the sales
                                    organization as well?

George Pedersen                     What we are doing is looking at the
                                    ability of the marketing teams and those
                                    acquired companies to sell across the
                                    corporation, as opposed to their own
                                    organization. And you've heard us say in --
                                    on a number of occasions, we've gotten
                                    programs that we wouldn't have gotten in the
                                    core ManTech units.

Sandra Notardonato                  Right.

George Pedersen                     So the marketing organizations, not
                                    only the marketing organizations, Sandra,
                                    the executives now know the skills in these
                                    other organizations and that, going forward,
                                    I think is crucial and we're seeing that
                                    happen.

Sandra Notardonato                  Okay. Can you notice any change
                                    on the margin on your win rate based on the
                                    changes you've made to the sales
                                    organization, or the more efficient, as they
                                    become more efficient have you noticed a
                                    change on the win rate?

George Pedersen                     I'm not calculating it that way and I'm not
                                    looking at some percentage in that
                                    manner. I'm just looking at what we're
                                    going after, the things we're pursuing
                                    at this point in time. Remember, we only
                                    completed the last acquisition, what
                                    is that, four months ago? Say it's four
                                    months ago, so I see it in the
                                    opportunity list that comes in front of me.
                                    And the larger size opportunities
                                    we're now looking at, and the mixed skill
                                    opportunities we're looking at. It's
                                    all good news again, it really is.

Sandra Notardonato                  Great. I missed the contract mix number
                                    Can somebody share that with me?

George Pedersen                     I think it's -- rather than giving it off
                                    the top of my head, let me have Ron answer.
                                    It was 35.5% cost-plus.

Ronald Spoehel                      Is that -- which -- you would like
                                    the cost-plus was 35.5%, time and materials
                                    46.3%, and fixed price 18.2%.

Sandra Notardonato                  Okay, and did you give a headcount number?

George Pedersen                     It's about 4800 people.

Sandra Notardonato                  And more than a thousand with security
                                    clearance, that right?

George Pedersen                     Oh, yes.

Peter LaMontagne                    Recently, with the government has
                                    become more sensitive about our putting out
                                    there our specific numbers of cleared
                                    personnel. But I will tell you that our
                                    numbers have increased, the cleared
                                    personnel have increased substantially with
                                    our acquisitions.

Ronald Spoehel                      It's well over half.

Peter LaMontagne                    Well over half, absolutely.

Ronald Spoehel                      I believe you knew the numbers before.

Sandra Notardonato                  Then my last question is on the
                                    intelligence spending. I know it's a
                                    classified number, but can you share what
                                    your thoughts are in terms of what the
                                    intelligence spending market will look like
                                    in 2004, in comparison with what the talk
                                    was in 2003, and what IT will represent as a
                                    percentage of the total?

Peter LaMontagne                    Sure. I think -- Sandra, this is Peter.
                                    I think there's some strong trends and
                                    generally speaking, because the
                                    intelligence community budget is of course
                                    classified, it's very difficult to get
                                    data. But I think that when you're
                                    talking about the President's sort of
                                    intelligence budget which refers to the
                                    sort of the traditional intelligence
                                    agency, three letter agencies, most
                                    analysts, both sort of industry that focus
                                    on this here in the beltway area,
                                    do estimate that things grew from $35
                                    billion to about $38 billion, and I
                                    think that's been quoted by a number of
                                    folks. Now, I also happen to agree
                                    that a sort of double-digit, certainly 10%
                                    increase on that, would certainly
                                    be within reason. Maybe even more.

                                    And remember that the notion of joint
                                    operations now between the traditionally
                                    sort of civilian intelligence agencies like
                                    CIA, and others, with the military
                                    operations that we're seeing in central
                                    Asia, Iraq, as well as in other areas around
                                    the world, is remarkable. So the joint
                                    operations budgets that are coming through
                                    the traditional DOD budget are also
                                    increasing. So overall -- and what all of
                                    those new operations require is spending on
                                    C4ISR programs as well as IT, because at its
                                    fundamental core, those type of joint
                                    operations are information technology and
                                    communications problems or challenges --
                                    making sure that you have secure commo on
                                    the ground, making sure that you're getting
                                    data to the war fighters as quickly as
                                    possible. So shifting from that double-digit
                                    growth in the intelligence budget over to
                                    the IT spending, we also believe that the IT
                                    spending is going to be significant, and
                                    it's going to continue. We talked a little
                                    about the proposed cut in the task on that.
                                    But really we think that's going to play out
                                    and the numbers that we saw of about $30
                                    billion on DOD IT, spending is we think at
                                    the end of the day going to come through.

Sandra Notardonato                  Okay.

George Pedersen                     One other thing. As you know, the
                                    State Department is one of our customers in
                                    our sense, and an agency like that, there's
                                    a recognition of the money they have to
                                    spend and a good bit more is coming their
                                    way in appropriation.

Peter LaMontagne                    I think according to input you had about
                                    $60 billion in IT-related contracts,
                                    in '02.

George Pedersen                     One other thing. There may be some
                                    internal changes. I think you're aware of
                                    some of the reviews ongoing in the way NSA
                                    spends its money, and changing the approval
                                    authority back into the Pentagon. I don't
                                    think in the long run that's going to make a
                                    lot of difference, but the process may be a
                                    bit different.

Sandra Notardonato                  Process may be longer or just different?

George Pedersen                     Just different.

Sandra Notardonato                  Okay. Thank you, and great quarter.

George Pedersen                     Thanks.

Operator                            Your next question is from Chris Penny with
                                    Friedman Billings and Ramsey.

Chris Penny                         Hi, thank you very much. Quick
                                    question. I may have missed this in your
                                    prepared comments, but gross margin was down
                                    sequentially, can you give us the reason for
                                    that?

Ronald Spoehel                      Primarily ODCs. As you know, we tend
                                    to look at things on an operating margin
                                    basis and things float around between the
                                    two levels, but primarily ODCs.

Chris Penny                         I wanted to make sure that's what that
                                    was due to. And if -- when you mentioned the
                                    $250 million of contract awards, apples to
                                    apples comparison, what was it in the first
                                    quarter?

Peter LaMontagne                    Yeah, rough numbers, we had I
                                    believe approximately $200 million in the
                                    first quarter. It was on par, a little bit
                                    increased. Chris, this was -- you know, we
                                    released this for the first time, we got
                                    approval on some of the classified stuff. So
                                    it's tough to do pure apples to apples for
                                    the quarter to quarter, but roughly $200
                                    million-plus.

Chris Penny                         So bottom line is that you've seen a little
                                    bit of acceleration of those signings?

Peter LaMontagne                    That's correct.

Chris Penny                         Okay. And I'm going to pressure you a
                                    little bit on kind of looking forward a
                                    little bit more. I think the current
                                    consensus right now for revenue for next
                                    year is $781 million. The middle end of
                                    your range for revenue, that applies
                                    about 11.5% growth over next year.
                                    Organically, you grew 13% and I think you
                                    said in the past as you integrate some of
                                    these recent acquisitions, we should
                                    start to see a little bit of an uptick
                                    in the organic growth rate. Can you
                                    talk a little bit about that?

Ronald Spoehel                      I think on that we stated for what we were
                                    coming out with guidance for the
                                    balance of this year, on the range, the
                                    range of guidance for the rest of this
                                    year and what you mentioned, where things
                                    were for next year, would indicate
                                    that it will move up for next year.
                                    Obviously we're going through our budget
                                    process, as others do at the ends of
                                    August, and things come out later in the
                                    year. So we're not yet -- or I'm not yet
                                    in a position to give you more
                                    specifics on next year, but there's no
                                    reason to believe the trends that we
                                    see now would be substantially different.

Chris Penny                         Right, I mean in your press release
                                    you talked about you continue to see
                                    favorable spending which will sustain your
                                    growth well into 2005.

George Pedersen                     We've said that before. We can see
                                    out through 2005, then you'll have a change
                                    in the Congress and a national election, as
                                    you know.

Chris Penny                         Okay. And then from the sense of just
                                    steady state margin improvement, kind of
                                    looking beyond. Where are some of the
                                    efficiencies long-term going to come from?
                                    Is it coming from just better performance in
                                    some of your acquisitions, or from the
                                    contract mix, a combination of both? Can you
                                    talk about that a little bit longer term?

George Pedersen                     It is a combination of both. As you know,
                                    we continue to focus on those GSA
                                    contracts and the better margins. GSA
                                    continues  to be about 39% of our
                                    funding source. There is just getting to
                                    be better margins in the areas that
                                    we are in because the marketplace
                                    particularly in the acquisition marketplace
                                    we've gone into, allows for better margin.
                                    Some of our traditional customers,
                                    and I don't want to name one or the other,
                                    have tended to want to have
                                    contractors at lower margins, so there's
                                    a combination of factors in there
                                    that are all pointing up.

Ronald Spoehel                      I think in addition to that is that
                                    we continue to grow, we also get some
                                    benefit from better cost absorption.

Chris Penny                         Okay, thank you very much.

Operator                            Your next question is from Cynthia Houlton
                                    with RBC Capital Markets.

Cynthia Houlton                     Hi, good evening. I just want to
                                    clarify, I know we talked a little bit about
                                    the organic growth, but I guess it was my
                                    understanding that last quarter was actually
                                    10%. I know you don't want to disclose
                                    specifically but the range was given
                                    consistent with prior levels. Did I have
                                    that wrong? Last quarter was actually
                                    slightly higher than this quarter. I want to
                                    make sure I understand.
                                    Was it 10% or 13+%?

Ronald Spoehel                      It was actually 13+% last quarter, when the
                                    company -- this is before my time,
                                    as you know, Cynthia, but last quarter,
                                    when the company talked about that as
                                    a general concept, it hadn't put together
                                    the information on a pro forma basis
                                    for the prior year. So we're giving you
                                    here is a set of -- our set of
                                    portfolio operations and what they actually
                                    grew for those periods in disclosing that
                                    now.

Cynthia Houlton                     Okay. I guess that's an important
                                    clarification. And then on just looking out
                                    on outlook, as you look at some of the
                                    deals that you're bidding for. Can you
                                    give us a sense of, you know, are there
                                    a lot of megadeals in there, or are
                                    those kind of a mix of different size
                                    opportunities? Just, you know, ManTech
                                    with the combination of all these other
                                    entities, you know, in general how do
                                    you see kind of opportunities you're
                                    going after? You know, can you give us
                                    kind of a range of what the size of the
                                    opportunities are, are you moving to
                                    larger ones or still a mix?

George Pedersen                     We go to whatever the market offers up.
                                    Certainly, in the $100-500 million
                                    range, we've been there for a long time.
                                    We're looking more and more at the
                                    billion-dollar opportunities, but as you
                                    know, when you get to the
                                    billion-dollar opportunities, very often
                                    they're kind of an indefinite
                                    quantity number, they hang out there. But
                                    we're certainly moving up the price
                                    range of what we can bid for. And as you
                                    know, we've always effectively used
                                    the non-populated joint venture when a
                                    program got to a level. Let's say
                                    someone came in tomorrow with an
                                    opportunity at $5 billion. If we felt we
                                    couldn't handle that we simply would put
                                    together a non-populated joint venture
                                    and go pursue it.

Cynthia Houlton                     Finally, are there any contracts coming to
                                    an end that we should -- that are material
                                    over kind of the next --.


George Pedersen                     Nothing that has a material impact.

Cynthia Houlton                     Okay, thank you. Congratulations on the
                                    quarter.

George Pedersen                     Thank you.

Operator                            Your next question is from Joy Mukherjee
                                    with AG Edwards.

Joy Mukherjee                       Good afternoon, I'm stepping in here for
                                    Mark Jordan. Most of our questions
                                    have been answered. Just some small
                                    questions as part of the modeling. In
                                    terms of interest expense, why -- what was
                                    the reason for the sequential increase?
                                    Hello?

Ronald Spoehel                      During -- sorry, this is Ron. I
                                    needed to get a little clarification on
                                    that. Actually, during the quarter, there
                                    was some borrowing under the revolver during
                                    a few periods.

Joy Mukherjee                       Okay, so do you, modeling forward, would
                                    you expect that to be kind of in the first
                                    quarter levels again?

Ronald Spoehel                      In the first quarter levels, yes.

Joy Mukherjee                       Okay. And how about the other income line?

Ronald Spoehel                      Consistent with where it's been.

Joy Mukherjee                       Okay. That's all I have. Thank you.

Ronald Spoehel                      Thanks, Joy.

Operator                            Your next question is from Tim Quillen
                                    with Stephens, Inc.

Tim Quillen                         Hi, a couple of questions here. One, back
                                    to margins, how should we look at
                                    this over the next couple quarters. Should
                                    we look at second quarter's
                                    operating margin and model a certain amount
                                    of sequential improvement? Over
                                    the past couple of years, third quarter has
                                    been especially strong, should we
                                    model versus third quarter of last year?
                                    What should we look for over next couple
                                    quarters?

Ronald Spoehel                      Consistent with our guidance, that
                                    we mentioned, of the $180-184 million, the
                                    operating margins with that would be in the
                                    8-8.5% or just over that range. So I think
                                    consistent with where we've been is probably
                                    a good place to be.

Tim Quillen                         Okay, so consistent with the second quarter
                                    in both the third and fourth quarter?
                                    quarter?

Ronald Spoehel                      I think that's fair at this point.

Tim Quillen                         Okay, fair enough. Second, on the
                                    funded backlog which is not something we
                                    necessarily key on a lot from ManTech, but
                                    when funded backlog has gone up a lot,
                                    especially since the end of the year, I just
                                    wonder if there's anything specifically
                                    that's driving that, or what is going on
                                    there.

Ronald Spoehel                      I would say it has gone up even in
                                    the quarter, but it's been -- it's
                                    consistent on a pro forma basis with the
                                    percent of revenues. So we're staying in the
                                    upper 40s in terms of the revenue level,
                                    funded backlog. So I look -- I would call it
                                    fairly consistent with the performance of
                                    the company.

Tim Quillen                         Okay, and then on the $150 million
                                    dollars of undisclosed classified work, can
                                    you give some kind of ballpark range as far
                                    as what that means in terms of annual
                                    revenue?

Peter LaMontagne                    We really can't map that out for
                                    you, Tim, as far as how to break it down for
                                    annual because it is a combination and when
                                    it comes to classified contract wins,
                                    they're trying to prevent you know, the
                                    individual items coming together to reveal
                                    precisely those type of details. But I would
                                    say that it's consistent with the other
                                    blend of our business.

Ronald Spoehel                      Right, nothing inconsistent that we
                                    see there that would cause us to change
                                    something just because of those.

Tim Quillen                         Okay, fair enough. And then lastly,
                                    the IDS integration happened a little ahead
                                    of what I expected, I'm just wondering if my
                                    expectations were correct and if it's ahead
                                    of schedule, why was it moved ahead of
                                    schedule?

Ronald Spoehel                      I think, as you know, and with the
                                    experience on acquisitions, the extent you
                                    can move forward on integration and
                                    achieve those benefits early, you do. And
                                    I would just say here, upon coming on
                                    board, I commend the team for really
                                    focusing the effort and getting it done
                                    ahead of schedule and being able to
                                    implement the realignment of operations
                                    ahead of when we might have been otherwise
                                    able to.

Tim Quillen                         Okay, thanks, guys, nice quarter.

Peter LaMontagne                    Thanks.

Operator                            Your next question is from David Garrity
                                    with American Technologies.

David Garrity                       Hi, also I add my congratulations to you
                                    all for a great quarter.

Peter LaMontagne                    Thank you.

David Garrity                       Just a couple of things. The organic
                                    growth rate, certainly appreciate the
                                    clarification on that relative to not
                                    only what you had in the current quarter
                                    but also what you had in the March quarter.
                                    If we look at what you're doing in
                                    terms of your backlog growth, can we see
                                    sort of further acceleration organic
                                    growth up towards say the upper end of this
                                    13-15% range that some of your
                                    peers talk about? And second question that
                                    kind of goes along with that, if we
                                    look at the new orders that you brought
                                    into the quarter, is there an average
                                    life associated with those, and is that
                                    average term of those awards longer or
                                    shorter than what you've had historically?

Peter LaMontagne                    Okay, let me try to go back through those.
                                    In terms of the growth of the backlog over
                                    time --.

David Garrity                       No, I was actually talking about organic
                                    growth. First off, two questions,
                                    really. First off, organic growth, peers
                                    have a range of 13-15%. You're at the
                                    bottom end of the range. To what extent
                                    do you think you can accelerate to the
                                    upper end of the range? Part of the
                                    question goes in and asks with respect to
                                    looking at the backlog addition you have
                                     in the current quarter of roughly
                                    $250 million, what's the average life on
                                    that? Is it four and a half years, is
                                    it four years, is it five years? Is it
                                    above or below what your average life is on
                                    your backlog?

Ronald Spoehel                      Right. The burn on overall backlog, I have
                                    to admit, I don't have a personal
                                    feel for the details on that, but I think
                                    in the three to five year range is
                                    probably fair. In terms of the organic
                                    growth rate, moving up, clearly that's
                                    what we're going to look to do. But in
                                    terms of where we have guidance at this
                                    at this point, it is 12-14%, so we're in
                                    the same range, but not being quite
                                    as aggressive.

David Garrity                       Okay. And then last question would
                                    have to be, as you are looking at
                                    acquisitions in the first quarter of
                                    calendar '04, are your thoughts that you're
                                    basically going to try to maintain pricing
                                    in the same range that the company has paid
                                    historically?

George Pedersen                     Yes.

David Garrity                       Do you see any reasons to change?

George Pedersen                     There's no reason to change but
                                    obviously each one depends upon the
                                    circumstances that are there. They must
                                    bring new technical skills and new people
                                    skills, new geographic locations, and new
                                    customers, and preferably all of those. They
                                    have to have margins above ours, and
                                    potential growth above what we have been
                                    running.

David Garrity                       Given the appreciation of the stocks
                                    in the sector, do you see any change in the
                                    conversations that you have of people's
                                    preference for cash stock mix in terms of
                                    acquisition?

George Pedersen                     Up to this point in time, we have
                                    done all of ours for cash, and obviously we
                                    have a currency other than cash to use now
                                    that we didn't have before. When we went
                                    through the first four, there was a bit of a
                                    fear factor, if you might, among the
                                    entrepreneurs, about stock. That may well
                                    change and we would love to use our currency
                                    other than cash if that's what's there.

David Garrity                       Thanks.

Ronald Spoehel                      I think another way to put that in
                                    perspective is as we go forward and look at
                                    the capital structure for the company
                                    and what would be appropriate, as we
                                    expand, that will determine somewhat what
                                    in a sense what currency we use. I
                                    don't, from my experience; I don't get too
                                    caught up in what the currency for
                                    the acquisition is in particular. It's
                                    more after the acquisition in looking
                                    at the capital structure of the company on
                                    a going forward basis, what's the
                                    optimal mix.

George Pedersen                     Right now, our financial structure is
                                    very strong, our equity and we have no
                                    debt, basically.

David Garrity                       Very good, thank you.

Operator                            Your next question is from George Price with
                                    Legg Mason.

George Price                        Thanks, just had a couple quick
                                    follow-up questions. First, I wondered if
                                    there was any update you could provide us on
                                    some of the proceedings that are under way.

Peter LaMontagne                    Yeah, thanks. We, at this time,
                                    we can reassert what was said earlier about
                                    our proceedings. We have no substantive
                                    update. We expected these to take a long
                                    time to sort through, but I can assert again
                                    that the company's position is that we
                                    believe that none of these issues will have
                                    a material adverse affect on our operations
                                    or our finances.

George Price                        Okay, terrific. And I guess, would like to,
                                    George, maybe ask you a little bit more
                                    along the lines of Department of Homeland
                                    Security. You know, continue to
                                    see things get pushed out a little bit,
                                    and I noted that you talked about that
                                    there are signs things are finally gearing
                                    up. But when, I guess, do you think
                                    that we're really going to see some of
                                    the bigger procurements finally make it
                                    out that people have been talking about?

George Pedersen                     It's a bit hard to say. I think you know
                                    the House approved $29.4 billion and
                                    the Senate is about $28.5 billion, so the
                                    numbers are there for what the
                                    current plan is. Some of the major
                                    procurements that they were contemplating,
                                    IT and others, have been pushed out a bit.
                                    We have focused not so much on the
                                    Homeland Security Department itself, but
                                    we have focused on functions in
                                    states. New York City, as you know, is a
                                    major target of ours, and that money
                                    would have to flow to those organizations
                                    through FEMA. I don't have the sense
                                    that FEMA is getting the kind of funding
                                    that it received shortly after 9/11.
                                    As you know, the president, I think at
                                    first sent $5 billion out there and
                                    then an additional, maybe additional $5
                                    billion dollars. We are looking at
                                    Homeland Security, we're prepared, we're
                                    competing or planning to go compete
                                    for some of these organizations. I don't
                                    have anything in the backlog yet,
                                    sir. And it's not that I'm not optimistic,
                                    but I want to see it flow first.

George Price                        Okay, fair enough. And I guess last
                                    question, not to kind of beat a dead horse,
                                    but I'm wondering if maybe you could, Ron,
                                    break out for us what the revenue component
                                    for the acquisitions were in the quarter?

Ronald Spoehel                      I'm not in a position to do that for you,
                                    at this time.

George Price                        Okay. Okay, thanks again very much for your
                                    time.

Ronald Spoehel                      Certainly.

Operator                            Your next question is from Chris Penny with
                                    Friedman Billings and Ramsey.

Chris Penny                         Thank you. One follow-up question, a
                                    little bit of a different twist. As you
                                    integrate your acquisitions and you build
                                    your services out within the intelligence
                                    agencies, talk about the trend of work with
                                    onsite work versus offsite work over kind of
                                    the coming years. How much do you see that
                                    transitioning maybe where you're doing more
                                    work offsite?

Peter LaMontagne                    Very good question, Chris, because there
                                    is a challenge within the
                                    intelligence community. Because so much
                                    of the work is highly classified, it's
                                    difficult to do work in the contractor
                                    station, necessarily and get the
                                    necessary approvals to do IT software
                                    development, for example. We're
                                    fortunate in that a few of our components
                                    within the national security
                                    solutions group do have the right type of
                                    facilities and connectivity that can
                                    enable that. So the degree that it makes
                                    sense for the customers, which is
                                    always how we're driven by what we do
                                    onsite or offsite, we will follow the
                                    lead by the customer. So much of what
                                    we've been involved with in the past
                                    year has had an operational and sort of
                                     a real time live spin to it, that
                                    we've most of the time been on-site side
                                    by side with the customers. That
                                    said, we will be open to opportunities
                                    where we can take work and do it in
                                    secure facilities that are in our own
                                    companies, but again we will take the
                                    lead from the customers on that. And we
                                    don't see any major trends one way or
                                    the other right now.

George Pedersen                     We have sufficient SCIFs within the
                                    company and that's not a deterrent to our
                                    having work in-house. It's all, as Peter
                                    said, driven by the desire of the customer.

Chris Penny                         Okay, thank you very much.

Operator                            Your next question is from James Cappello
                                    with Kern Capital.

James Cappello                      Good afternoon, gentlemen.

George Pedersen                     How are you, sir?

James Cappello                      Doing well, doing well. One
                                    question regarding your focus within the
                                    intelligence community and how you're kind
                                    of not really in the meaty part of homeland
                                    defense. However, are you guys involved at
                                    all in the Coast Guard initiative called
                                    Spirit? And what's your role there?

George Pedersen                     Yes, we are, sir.

Peter LaMontagne                    Yeah, the Spirit contract, as you know is
                                    originally a Coast Guard initiative
                                    which has transitioned to a DHS-wide
                                    procurement. Our understanding is that
                                    that has moved slightly to the right,
                                    toward the end of this year, early next
                                    year. But this is a multiple award, IDIQ,
                                    in several functional categories as
                                    well as several contractor categories and
                                    we certainly anticipate
                                    participating on multiple levels of the
                                    contractor side as well as multiple
                                    function areas.

George Pedersen                     We were quite prepared to go after
                                    that and then they delayed it and we don't
                                    yet know how that is tied into the
                                    integration of the whole Homeland Security.
                                    The only thing we will tell you that the
                                    Coast Guard, among those agencies, will be
                                    well funded and well managed as we go down
                                    the road.

James Cappello                      Okay, and it's one follow-up with the INS
                                    entry exit, do you have any place there?

Peter LaMontagne                    We have had a past relationship
                                    with INS. And we have some current proposal
                                    activity and [inaudible] extension. Of
                                    course we can't comment on current
                                    competitive procurements. But we do have a
                                    tradition of working on programs with INS
                                    and hope to leverage those and grow
                                    additional work in the coming quarters.

James Cappello                      Okay, thank you.

Operator                            At this time there are no further questions.

George Pedersen                     Before we sign off, as I always do, I'd
                                    like to take a moment to remember
                                    there are still a lot of Americans in
                                    harm's way and you all read the
                                    newspapers of the young soldiers that are
                                    dying. Both contractors and men and
                                    women of the military, the intel
                                    community, the Foreign Service, are all out
                                    there. It's important that we remember
                                    that, and comment on it every time that
                                    we talk to you. The global war on terrorism
                                    goes on and we see daily there are
                                    a lot of challenges ahead, and our people
                                    are in many of these countries as
                                    you know, well and the threats are real.
                                    From our point of view, the United
                                    States is on the right track and we're
                                    trying to support them to the best of
                                    our ability as is our industry. We thank
                                    you for your time and your interest,
                                    and if you have any additional questions,
                                    please forward them to us, we'll
                                    respond as best we can. Thanks, folks.

Operator                            And that concludes today's teleconference.
                                    Thank you for participating in
                                    today's ManTech International report second
                                    quarter year end financial results
                                    conference call. This call will be
                                    available for replay beginning 7 p.m.
                                    Eastern Time today, through 11:59 p.m.
                                    Eastern Time on Wednesday August 6,
                                    2003. The conference ID number for the
                                    replay is 157-8232. Again conference ID
                                    number for the replay is 157-8232. The
                                    number to dial in for the replay is
                                    1-800-642-1687, or 706-645-9291.
                                    Thank you. You may now disconnect.

[END OF CALL]