4 1 and268.htm SEC Form 4

FORM 4

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

(Print or Type Responses)

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, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^* ANDREWS, DUANE P. (Last) (First) (Middle) 1710 SAIC DRIVE M/S 1-14-9 (Street) MCLEAN, VA 22102-799 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol SCIENCE APPLICATIONS INTERNATIONAL CORPORATION		6. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer Other CORPORATE EXECUTIVE VICE PRESIDENT 7. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person
	3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)	4. Statement for Month/Day/Year April 10, 2003 5. If Amendment, Date of Original (Month/Day/Year)

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 and Voluntary Code (Instr. 8) Code \| V	4. Securities Acquired (A) or Disposed (D) Of (Instr. 3, 4, and 5) Amount \| A/D \| Price	5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Owner- ship Form: Direct(D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/10/2003		A \|	2622 \| A \|	150226	D
Class A Common Stock					9038 (1)	I	By 401(k) Plan
Class A Common Stock					5183 (2)	I	By ESRP (3)

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).

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 control number.

(over)
SEC 1474 (9-02)

ANDREWS, DUANE P. - April 10, 2003

Form 4 (continued)

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. Conver- sion or Exercise Price of Deri- vative Security	3. Transaction Date (Month/ Day/ Year)	3A. Deemed Execution Date, if any (Month/ Day/ Year)	4. Transaction Code and Voluntary (V) Code (Instr.8) Code \| V	5. Number of Derivative Securities Acquired (A) or Disposed (D) Of (Instr. 3,4 and 5)	6. Date Exercisable(DE) and Expiration Date(ED) (Month/Day/Year) (DE) \| (ED)	7. Title and Amount of Underlying Securities (Instr. 3 and 4)	8. Price of Derivative Security (Instr.5)	9. Number of Derivative Securities Beneficially Owned Following Reported Transactions (Instr.4)	10. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I) (Instr.4)	11. Nature of Indirect Beneficial Ownership (Instr.4)
Share Units (Phantom Stock) (4)	1 for 1	04/10/2003		A \|	(A) 12,239	(5) \| N/A	Class A Common Stock - 12,239		34,159	D
Stock Option (Right to Buy)	$28.6000	04/10/2003		A \|	(A) 75,000	04/10/2004 (6) \| 04/09/2008	Class A Common Stock - 75,000		75,000	D

Explanation of Responses :

** 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.

Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB number.

By: N. Walker, Attorney-in-fact for 04-11-2003
** Signature of Reporting Person Date

Power of Attorney

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ANDREWS, DUANE P. - April 10, 2003

Form 4 (continued)

FOOTNOTE Descriptions for SCIENCE APPLICATIONS INTERNATIONAL CORPORATION

Form 4 - April 2003

DUANE P. ANDREWS
1710 SAIC DRIVE
M/S 1-14-9
MCLEAN, VA 22102-799

Explanation of responses:

(1) During the period of January 1, 2003 through March 31, 2003, the reporting person acquired 157 shares of SAIC Class A Common Stock under the SAIC 401(k) Plan. The balance is pursuant to the reporting person's most recent account statement available.
(2) During the period of January 1, 2003 through March 31, 2003, the reporting person acquired 269 shares of SAIC Class A Common Stock under the SAIC Employee Stock Retirement Plan. The balance is pursuant to the reporting person's most recent account statement available.
(3) By SAIC Employee Stock Retirement Plan
(4) Pursuant to the SAIC Key Executive Stock Deferral Plan.
(5) Of the units acquired, 6,993 units have the following annual vesting schedule beginning 4/10/2004: 20% in years 1 through 3 and 40% in year 4. The remaining units are fully vested. The units are settled in SAIC Class A Common Stock and are payable upon the reporting person's termination. Unvested units are cancelled upon termination.
(6) The option is exercisable according to the following annual vesting schedule: 20% in years 1, 2 and 3, and 40% in year 4.

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