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                                                                     EXHIBIT 4.5



CUSIP ___________                                                      NOTE R-__

                                  $____________

               THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

               UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO SCIENCE
APPLICATIONS INTERNATIONAL CORPORATION OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR TO SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

               THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, as amended (THE "SECURITIES ACT") AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON WHO THE
TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION MEETING THE
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
(3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED
BY RULE 144 THEREUNDER (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH
ALL APPLICABLE SECURITIES LAWS. THIS NOTE AND ANY RELATED DOCUMENTATION MAY BE
AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND
PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THIS NOTE TO REFLECT ANY CHANGE IN
APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF)


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OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES
GENERALLY.

               THE HOLDER OF THIS NOTE SHALL BE DEEMED, BY THE ACCEPTANCE
HEREOF, TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT. EACH PURCHASER OF
THIS NOTE OR ANY INTEREST HEREIN IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

               THE FOREGOING LEGEND MAY BE REMOVED FROM THIS NOTE ON
SATISFACTION OF THE CONDITIONS SPECIFIED IN THE INDENTURE.

                              SCIENCE APPLICATIONS
                            INTERNATIONAL CORPORATION

                              7 1/8% Note due 2032

        SCIENCE APPLICATIONS INTERNATIONAL CORPORATION, a Delaware corporation
(the "Issuer", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, at the office or agency of the Issuer maintained
therefor, the principal sum of $____________ on July 1, 2032, in the coin or
currency of the United States, and to pay interest, semi-annually on January 1
and July 1 of each year, commencing January 1, 2003 on said principal sum at
said office or agency, in like coin or currency, at the rate per annum specified
in the title of this Note, from the July 1 or the January 1, as the case may be,
next preceding the date to which interest has been paid or duly provided for,
unless the date hereof is a date to which interest has been paid or duly
provided for, in which case from the date of this Note, or unless no interest
has been paid or duly provided for on this Note, in which case from June 28,
2002, until payment of said principal sum has been made or duly provided for.
Payments of interest on, and any portion of the principal of, this Note (other
than interest payable at maturity or on any redemption or repayment date or the
final payment of principal on this Note) shall be made by the Paying Agent, upon
receipt from the Issuer of immediately available funds by 11:00 a.m., New York
City time (or such other time as may be agreed to between the Issuer and the
Paying Agent), or the Issuer (if the Issuer is acting as its own Paying Agent),
directly to the holder of this Note (by Federal funds wire transfer or
otherwise) if such holder has delivered written instructions to the Trustee 15
days prior to such payment date requesting that such payment will be so made and
designating the bank account to which such payments shall be so made and in the
case of payments of principal, surrenders the same to the Trustee in exchange
for a Note or Notes aggregating the same principal amount as the unredeemed
principal amount of the Note or Notes surrendered. The Trustee shall be entitled
to rely on the last instruction delivered by such holder pursuant to the
preceding sentence and Section 3.01 of the Indenture unless a new instruction is
delivered 15 days prior to a payment date. The Issuer will indemnify and


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hold each of the Trustee and any Paying Agent harmless against any loss,
liability or expense (including reasonable attorney's fees) resulting from any
act or omission to act on the part of the Issuer or any such holder in
connection with any such agreement or from making any payment in accordance with
any such agreement. The interest so payable on any January 1 or July 1 will,
subject to certain exceptions provided in the Indenture referred to on the
reverse hereof, be paid to the person in whose name this Note is registered at
the close of business on December 15 or June 15, as the case may be, next
preceding such January 1 or July 1, whether or not such record date is a
Business Day.

        Reference is made to the further provisions of this Note set forth on
the reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.

        This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been manually signed by the
Trustee under the Indenture referred to on the reverse hereof.




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        IN WITNESS WHEREOF, SCIENCE APLICATIONS INTERNATIONAL CORPORATION has
caused this instrument to be signed manually or by facsimile by its duly
authorized officers.


Dated: June 28, 2002                    SCIENCE APPLICATIONS
                                        INTERNATIONAL CORPORATION


                                        By:________________________________
                                           Name:  William A. Roper, Jr.
                                           Title: Corporate Executive
                                                  Vice President


                                        By:________________________________
                                           Name:  Steven P. Fisher
                                           Title: Senior Vice President and
                                                  Treasurer


Attest:


________________________________
Name: Douglas E. Scott
Title:  Assistant Secretary


                          CERTIFICATE OF AUTHENTICATION

        This is one of the Securities of the series designated herein and
referred to in the within-mentioned Indenture.


Dated: June 28, 2002                    JPMORGAN CHASE BANK
                                        as Trustee


                                        By:________________________________
                                           Authorized Officer



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                                 REVERSE OF NOTE

                              SCIENCE APPLICATIONS
                            INTERNATIONAL CORPORATION

                              7 1/8% Note due 2032

        This Note is one of a duly authorized issue of debentures, notes, bonds
or other evidences of indebtedness of the Issuer (hereinafter called the
"Securities") of the series hereinafter specified, all issued or to be issued
under and pursuant to an indenture dated as of June 28, 2002 (herein called the
"Indenture"), duly executed and delivered by the Issuer to JPMorgan Chase Bank,
as Trustee (herein called the "Trustee"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitation of rights, obligations, duties and immunities thereunder of the
Trustee, the Issuer and the holders of the Securities. The Securities may be
issued in one or more series, which different series may be issued in various
aggregate principal amounts, may mature at different times, may bear interest
(if any) at different rates, may be subject to different redemption provisions
(if any), may be subject to different sinking, purchase or analogous funds (if
any) and may otherwise vary as in the Indenture provided.

        The initial aggregate principal amount of the series of Securities of
which this Note forms a part is $250,000,000. The series of Securities of which
this Note forms a part may be reopened, without notice to or consent of the
holders of the Notes, for issuances of additional Notes of such series. The
additional Notes may be of the same tenor, interest rate and other terms as this
Note and this Note together with any such additional Notes may form a single
series. References herein to the Notes shall include (unless the context
otherwise requires) any further Notes issued as described in this paragraph.

        Interest will be computed on the basis of a 360-day year of twelve
30-day months. The Issuer shall pay interest on overdue principal and, to the
extent lawful, on overdue installments of interest at the rate pre annum borne
by this Note. If a payment date is not a Business Day, payment may be made at
the place of payment on the next succeeding day that is a Business Day, and no
interest shall accrue for the intervening period.

        In case an Event of Default, as defined in the Indenture, with respect
to the 7 1/8% Notes due 2032 shall have occurred and be continuing, the
principal hereof and the interest accrued hereon, if any, may be declared, and
upon such declaration shall become, due and payable, in the manner, with the
effect and subject to the conditions, provided in the Indenture.

        The Indenture contains provisions which permit the Issuer and the
Trustee, with the written consent of the Holders of not less than a majority in
aggregate principal amount of the Securities at the time Outstanding of each
series affected thereby (each such series voting as a separate class), to
supplement the Indenture or any supplemental


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indenture or modify the rights of the holders of the Securities of such series;
provided, that no such supplemental indenture shall without the consent of the
holders of each Security so affected: (i) extend the stated maturity or reduce
the principal amount of any Security or any portion thereof, or reduce the rate
or extend the time of payment of interest thereon, or reduce any amount payable
on redemption thereof, or change the currency in which the Security is payable,
or reduce the amount of the principal of an Original Issue Discount Security
that would be due and payable upon an acceleration of the maturity thereof or
the amount thereof provable in bankruptcy, or impair or affect the right of any
holder of Securities to institute suit for the payment thereof or (ii) reduce
the aforesaid percentage of Securities of any series, the consent of the Holders
of which is required for any such supplemental indenture, or (iii) modify any
provisions of Sections 8.02 or 5.10 of the Indenture except to increase any such
percentage referred to in such provision or to provide that certain other
provisions of the Indenture cannot be modified or waived without the consent of
the holders of each Security so affected.

        It is also provided in the Indenture that an existing default or Event
of Default with respect to the Securities of any series, and its consequences,
may be waived in the manner and subject to the conditions set forth in the
Indenture, except a default in the payment of principal of or interest on any
Security or in respect of a covenant or provision of the Indenture which cannot
be modified or amended without the consent of the holder of each Outstanding
Security affected. Upon any such waiver, such default shall cease to exist and
be deemed to have been cured and not to have occurred, and any Event of Default
arising therefrom shall be deemed to have been cured and not to have occurred,
for every purpose of the Indenture; but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereto.

        No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and any premium, if any, and
interest on this Note in the manner, at the place, at the respective times, at
the rate and in the coin or currency herein prescribed.

        The Notes are issuable initially only in registered form without coupons
in denominations of $1,000 or any integral multiple thereof and in the manner
and subject to the limitations provided in the Indenture.

        This Note is redeemable, in whole or in part, prior to maturity at the
option of the Issuer at any time or from time to time at a redemption price
equal to the greater of (i) 100% of the aggregate principal amount of the Notes
to be redeemed and (ii) as determined by an Independent Investment Banker, the
sum of the present values of the remaining scheduled payments of principal and
interest thereon (not including any portion of such payments of interest accrued
as of the date of redemption) discounted to the date of redemption on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Adjusted Treasury Rate (as defined below) plus 30 basis points, plus, in
each case, accrued and unpaid interest thereon to the date of redemption.


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        "Adjusted Treasury Rate" means, with respect to any redemption date, the
rate per annum equal to the semi-annual equivalent yield to maturity (computed
as of the third Business Day immediately preceding the redemption date) of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date, calculated in accordance with standard
market practice.

         "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker that would be used, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such Notes.

        "Comparable Treasury Price" means, with respect to any redemption date,
either (i) the average of the Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest such Reference Treasury
Dealer Quotations, or (ii) if the Trustee obtains fewer than three such
Reference Treasury Dealer Quotations, the average of all such Reference Treasury
Dealer Quotations obtained.

        "Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by the Issuer.

        "Reference Treasury Dealer" means each of J.P. Morgan Securities Inc.
(and its successors), and any other nationally recognized investment banking
firm that is a primary U.S. Government securities dealer specified from time to
time by the Issuer. If, however, any of them ceases to be a primary U.S.
Government securities dealer, the Issuer shall substitute another nationally
recognized investment banking firm that is such a dealer.

        "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Issuer, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount and in each case
for settlement on the next Business Day) quoted in writing to the Trustee by
such Reference Treasury Dealer as of 3:30 p.m., New York time, on the third
Business Day preceding such redemption date.

        If less than all of the Notes are to be redeemed at any time, the
Trustee shall select the Notes to be redeemed in compliance with the
requirements, as certified to it by the Issuer, of the principal national
securities exchange, if any, on which the Notes are listed or, if the Notes are
not listed on a national securities exchange, by lot or by such other method as
the Trustee in its sole discretion shall deem equitable and reasonable; provided
that no Notes of $1,000 in principal amount at maturity or less shall be
redeemed in part.

        At the Issuer's request (which request may be revoked by the Issuer at
any time prior to the time at which the Trustee shall have given such notice to
the Holders), made in writing to the Trustee at least 60 days (or such shorter
period as shall be satisfactory to the Trustee) before a date of redemption, the
Trustee shall give a notice of redemption, at


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least 30 days but not more than 60 days before the date of redemption by first
class mail to each Holder whose Notes are to be redeemed in the name and at the
expense of the Issuer. The notice of redemption shall identify the Notes to be
redeemed and shall state the date of redemption; the redemption price or the
method by which the redemption price shall be calculated; that, if any Note is
being redeemed in part, the portion of the principal amount (in integral
multiples of $1,000 in principal amount at maturity) of such Note to be
redeemed; and that, on and after the date of redemption, upon surrender of such
Note, a new Note or Notes in principal amount equal to the unredeemed portion
thereof will be reissued. Notice of redemption shall be deemed to be given when
mailed, whether or not the Holder receives the notice. In any event, failure to
receive such notice, or any defect therein, shall not affect the validity of the
proceedings for the redemption of Notes held by Holders to whom such notice was
properly mailed.

        On or prior to any date of redemption, the Issuer shall deposit with the
Paying Agent (or, if the Issuer is acting as its own Paying Agent, shall
segregate and hold in trust as provided in the Indenture) money sufficient to
pay the redemption price of and accrued interest on all Notes to be redeemed on
the date other than Notes or portions thereof called for redemption on that date
that have been delivered by the Issuer to the Trustee for cancellation.

        If notice of redemption has been given in the manner provided above, the
Notes or portion of Notes specified in such notice to be redeemed shall become
due and payable on the date of redemption at the redemption price stated
therein, together with accrued interest to such date of redemption, and on and
after such date (unless the Issuer shall default in the payment of such Notes at
the redemption price and accrued interest to the date of redemption, in which
case the principal, until paid, shall bear interest from the date of redemption
at the rate prescribed in the Notes), such Notes shall cease to accrue interest.
Upon surrender of any Note for redemption in accordance with a notice of
redemption, such Note shall be paid and redeemed by the Issuer at the redemption
price; provided that installments of interest which are payable on or prior to
the date of redemption shall be payable to the Holders registered as such at the
close of business on the relevant Regular Record Date.

        Upon surrender of any Note that is redeemed in part, the Issuer shall
execute and the Trustee shall authenticate and deliver to the Holder a new Note
equal in principal amount to the unredeemed portion of such surrendered Note.

        The Notes are not entitled to the benefits of any sinking fund.

        Upon due presentment for registration of transfer of this Note at the
office or agency of the Issuer maintained therefore, a new Note or Notes of
authorized denominations for an equal aggregate principal amount will be issued
to the transferee in exchange therefore, subject to the limitations provided in
the Indenture, without charge except for any tax or other governmental charge
imposed in connection therewith.


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        The Issuer, the Trustee and any agent of the Issuer or the Trustee may
deem and treat the registered Holder hereof as the absolute owner of this Note
(whether or not this Note shall be overdue and notwithstanding any notation of
ownership or other writing hereon), for the purpose of receiving payment of, or
on account of, the principal hereof and, subject to the provisions hereof,
interest hereon, and for all other purposes, and neither the Issuer nor the
Trustee nor any agent of the Issuer or the Trustee shall be affected by any
notice to the contrary.

        No recourse under or upon any obligation, covenant or agreement
contained in the Indenture or any indenture supplemental thereto or in any Note
or because of any indebtedness evidenced thereby, shall be had against any
incorporator as such, or against any past, present or future stockholder,
officer, director or employee, as such, of the Issuer or of any successor,
either directly or through the Issuer or any successor, under any rule of law,
statute or constitutional provision or by the enforcement of any assessment or
by any legal or equitable proceeding or otherwise, all such liability being
expressly waived and released by the acceptance hereof and as part of the
consideration for the issue hereof.

        This Note is entitled to the benefits of the Registration Rights
Agreement, dated the date hereof, between the Issuer, J.P. Morgan Securities
Inc. and the other Initial Purchasers named therein, pursuant to which this Note
may be exchanged for a registered Note with substantially the same terms as this
Note (except that the registered Notes shall not contain any transfer
restrictions or be entitled to any penalty interest).

        Capitalized terms used but not defined herein which are defined in the
Indenture shall have the respective meanings assigned thereto in the Indenture.

        The laws of the State of New York (without regard to conflicts of laws
principles thereof) shall govern this Note.



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        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]

________________________________________

[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]

________________________________________________________________________

the within Note and all rights thereunder, hereby irrevocably constituting and
appointing such person attorney to transfer such Note on the books of the
Issuer, with full power of substitution in the premises.


_________________________                   Dated: _________________________
Signature of
Seller/Assignor/Transferor


NOTICE: The signature to this assignment must correspond with the name as
        written upon the face of the within Note in every particular without
        alteration or enlargement or any change whatsoever.


Signature guarantee: _________________________



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