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^*

ELEFANTE JEFFREY P

(Last)

(First)

(Middle)

1100 N. GLEBE ROAD

(Street)

ARLINGTON

22201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CACI INTERNATIONAL INC /DE/ [ CAI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec VP, General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2004

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)

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)
CACI Common (Right to Buy)⁽¹⁾	$40	08/18/2004		A		4,584		06/30/2006	06/30/2011	CACI Common	4,584	$40	98,848	D
CACI Common (Right to Buy)⁽¹⁾	$40	08/18/2004		A		4,583		06/30/2007	06/30/2011	CACI Common	4,583	$40	103,431	D
CACI Common (Right to Buy)⁽¹⁾	$40	08/18/2004		A		4,583		06/30/2008	06/30/2011	CACI Common	4,583	$40	108,014	D
CACI Common (Restrricted Stock Unit)	$40	08/18/2004		A		5,723		06/30/2007	⁽²⁾	CACI Common	5,723	$40	113,737	D
CACI Common (Restricted Stock Unit)	$34⁽³⁾	08/18/2004		A		1,480		06/30/2007	⁽²⁾	CACI Common	1,480	$34	115,217	D

Explanation of Responses:

1. The subject options were awarded pursuant to a plan adopted by the Compensation Committee of the Registrant's Board of Directors in the Summer of 2003 and announced to participants shortly after adoption. Pursuant to that plan, all grants were to be made at the price of the stock on July 1, 2004, with the number of shares granted to each participant based on a formula that took into account the financial performance of the Registrant for its Fiscal Year 2004, which ended June 30, 2004. The precise number of shares granted to the participant was determined as of August 18, 2004 on the basis of the final closing of the Registrant's books for Fiscal Year 2004 and the application of such financial results to the plan formula.

2. Shares vest in 36 months but can be deferred annually thereafter.

3. Net price to participant based on provisions of the Management Stock Purchase Plan. Under that Plan, the company pays 15 percent of share price (Market $40.00 x 85% = $34.00).

Remarks:

	Jeffrey P. Elefante	08/20/2004
	** 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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