SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

FITZGERALD JOHN J

(Last)

(First)

(Middle)

12015 LEE JACKSON HIGHWAY

(Street)

FAIRFAX

22033

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/31/2006

3. Issuer Name and Ticker or Trading Symbol
MANTECH INTERNATIONAL CORP [ MANT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Principal Accounting Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	122	I⁽¹⁾	By the ManTech International Employee Stock Ownership Plan.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽²⁾	04/18/2014	Class A Common Stock	5,000	$22.19	D
Employee Stock Option (right to buy)	⁽³⁾	11/07/2014	Class A Common Stock	6,666	$22.5	D
Employee Stock Option (right to buy)	⁽⁴⁾	03/14/2015	Class A Common Stock	3,333	$23.95	D
Employee Stock Option (right to buy)	⁽⁵⁾	03/06/2011	Class A Common Stock	5,000	$30.07	D

Explanation of Responses:

1. Restricted stock grant pursuant to the ManTech International Employee Stock Ownership Plan.

2. Pursuant to this option, 15,000 shares were granted on April 19, 2004. Two-thirds of the grant have vested and been exercised. The remaining 5,000 shares will vest on April 19, 2007.

3. Pursuant to this option, 10,000 shares were granted on November 8, 2004. One-third of the grant has vested and has been exercised. The remaining 6,666 shares will vest in equal annual installments on November 8, 2006 and November 8, 2007.

4. Pursusant to this option, 5,000 shares were granted on March 15, 2005. One-third of the grant has vested and has been exercised. The remaining 3,333 shares will vest in equal annual installments on March 15, 2007 and March 15, 2008.

5. The option vests in three equal annual installments, beginning on March 7, 2007.

	/s/ Michael R. Putnam, by Power of Attorney	08/08/2006
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.