SC 14D1/A

   1
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                SCHEDULE 14D-1/A
                               (AMENDMENT NO. 2)

              TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                      AND

                                  SCHEDULE 13D
                   UNDER THE SECURITIES EXCHANGE ACT OF 1934

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

                            BDM INTERNATIONAL, INC.
                           (Name of Subject Company)

                            SYSTEMS ACQUISITION INC.
                          A WHOLLY OWNED SUBSIDIARY OF

                                    TRW INC.
                                   (Bidders)

                    COMMON STOCK, PAR VALUE $0.01 PER SHARE
                         (Title of Class of Securities)

                                  05537W-20-9
                     (Cusip Number of Class of Securities)

                           WILLIAM B. LAWRENCE, ESQ.
            EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                                    TRW INC.
                               1900 RICHMOND ROAD
                             CLEVELAND, OHIO 44124
                           TELEPHONE: (216) 291-7230
  (Name, Address and Telephone Number of Person Authorized to Receive Notices
                    and Communications on Behalf of Bidders)

                                    COPY TO:
                           JONES, DAY, REAVIS & POGUE
                              599 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 326-3939
                      ATTENTION: ROBERT A. PROFUSEK, ESQ.


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

   2

        This Amendment No. 2 amends and supplements the Tender Offer Statement
on Schedule 14D-1 initially filed on November 26, 1997 (as amended, the
"Schedule 14D-1") by TRW Inc., an Ohio corporation ("Parent"), and its wholly
owned subsidiary, Systems Acquisition Inc., a Delaware corporation
("Purchaser"), with the Securities and Exchange Commission in respect of the
tender offer by the Purchaser for all the outstanding shares of Common Stock of
BDM International, Inc., a Delaware corporation, at a purchase price of $29.50
per Share, net to the seller in cash without interest thereon, upon the terms
and subject to the conditions set forth in the Offer to Purchase, dated November
26, 1997, and in the related Letter of Transmittal. Unless otherwise defined
herein, all capitalized terms used herein shall have the respective meanings
given such terms in the Schedule 14D-1.

Item 11. Material to be Filed as Exhibits.

         (a)(9) Text of Press Release issued by Parent dated December 9, 1997.

                                  SIGNATURES

         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

                 TRW INC. (Parent)

                 By    /s/ William B. Lawrence
                 -------------------------------------------------
                       William B. Lawrence
                       Executive Vice President, General Counsel and Secretary

                 SYSTEMS ACQUISITION INC. (Purchaser)

                 By    /s/ Kathleen A. Weigand
                 -------------------------------------------------
                       Kathleen A. Weigand
                       Vice President and Secretary


Date: December 9, 1997




                                      -2-

EX-9.A

   1

                                                                  Exhibit (a)(9)

                                                                      [TRW LOGO]

NEWS RELEASE                  TRW Inc.
                              1900 Richmond Road
                              Cleveland, OH 44124

For Immediate Release         Contact

                              Jay A. McCaffrey
                              216.291.7179

TRW REFILES PREMERGER NOTIFICATION

CLEVELAND, OH , December 9, 1997 - TRW Inc. (NYSE: TRW) today announced that it
has withdrawn and refiled its premerger notification under the Hart-Scott-Rodino
(HSR) Antitrust Improvements Act with respect to its offer, commenced November
26, 1997, to purchase all of the outstanding shares of BDM International, Inc.
(Nasdaq: BDMI) for $29.50 per share. The HSR Act filing was withdrawn and
refiled at the request of representatives of the Department of Defense (DoD).
This was to permit the DoD to review the effect of the acquisition on an
approximately $25-million-in-annual-revenue BDM-DoD contract to provide systems
oversight for programs involving TRW. The HSR Act waiting period is now
scheduled to expire on December 23, 1997, one day prior to the offer's currently
scheduled expiration date. The offer is conditioned on, among other things, the
expiration or termination of the HSR Act waiting period.

TRW provides advanced technology products and services for the automotive and
space and defense markets. Systems integration activities involve the
development and application of systems engineering, systems integration,
information systems, and software development products and services for domestic
and international customers in government and commercial markets. TRW's total
revenue in 1996 was approximately $10 billion. The company's news releases are
available on the internet through TRW's Web site (http://www.trw.com).

                                        ###