SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

VOLGENAU ERNST

(Last)

(First)

(Middle)

4350 FAIR LAKES COURT

(Street)

FAIRFAX

22033

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SRA INTERNATIONAL INC [ SRX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and Chairman

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/02/2004		M		11,368	A	$7.871	0	I	By Trust
Class A Common Stock	03/02/2004		M		7,391	A	$9.537	0	I	By Trust
Class A Common Stock	03/02/2004		M		2,601	A	$8.5	0	I	By Trust
Class A Common Stock	03/02/2004		M		6,005	A	$24.8	108,788	I	By Trust
Class A Common Stock								684⁽¹⁾	I	By 401(k)
Class A Common Stock								100	D
Class A Common Stock								278,001	I	By GRAT

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$7.871	03/02/2004		M			11,368	⁽²⁾	06/30/2014	Class A Common Stock	11,368	⁽⁶⁾	0	D
Stock Option (Right to Buy)	$9.537	03/02/2004		M			7,391	⁽³⁾	06/30/2015	Class A Common Stock	14,782	⁽⁶⁾	7,391	D
Stock Option (Right to Buy)	$8.5	03/02/2004		M			2,601	⁽⁴⁾	06/30/2016	Class A Common Stock	7,803	⁽⁶⁾	5,202	D
Stock Option (Right to Buy)	$24.8	03/02/2004		M			6,005	⁽⁵⁾	08/15/2017	Class A Common Stock	24,020	⁽⁶⁾	18,015	D

Explanation of Responses:

1. Reflects matching contribution of 25 shares made on January 23, 2004.

2. This stock option is fully exercisable.

3. The options exercised were fully exercisable. There are an additional 7,391 options outstanding related to this grant. These remaining options will vest on 6/30/2004.

4. The options exercised were fully exercisable. There are an additional 5,202 options outstanding related to this grant. These remaining options will vest in increments of 2,601 on 6/30/2004 and 6/30/2005.

5. The options exercised were fully exercisable. There are an additional 18,015 options outstanding related to this grant. These remaining options will vest in increments of 6,005 on 8/15/2004, 8/15/2005 and 8/15/2006.

6. Not applicable.

	/s/ Charles G. Crotty, Attorney-in-fact for Ernst Volgenau	03/02/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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