UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------
                          FORM 10-K/A (Amendment No. 1)
                                   (Mark One)
                           [X] ANNUAL REPORT PURSUANT
                             TO SECTION 13 OR 15(d)
                                OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005
                                       OR

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

           FOR THE TRANSITION PERIOD FROM ___________ TO _____________

                        Commission File Number: 001-31258
                             -----------------------
                        ANTEON INTERNATIONAL CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

             Delaware                                         13-3880755
  (State or Other Jurisdiction of                          (I.R.S. Employer
  Incorporation or Organization)                         Identification No.)

                              3211 Jermantown Road
                             Fairfax, VA 22030-2801
                    (Address of Principal Executive Offices)

                                 (703) 246-0200
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:
                     Common Stock, $0.01 par value per share

    Name of each exchange on which registered: New York Stock Exchange (NYSE)

           Securities registered pursuant to Section 12(g) of the Act:
                                      None
                             -----------------------

    Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
           Yes    [x]      No    [ ]

           Indicate  by check  mark  whether  the  registrant  (1) has filed all
    reports  required  to be filed  by  Section  13 or  15(d) of the  Securities
    Exchange  Act of 1934 during the  preceding  12 months (or for such  shorter
    period that the registrant  was required to file such reports),  and (2) has
    been subject to such filing requirements for the past 90 days.
           Yes    [x]      No    [ ]

           Indicate by check mark whether the  registrant  (1) is an accelerated
filer (as defined in Rule 12b-2 of the Act).
          Yes    [x]      No    [ ]

           Indicate by check mark whether the  registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act)
           Yes    [ ]      No    [x]

         The aggregate  market value of the voting stock held by  non-affiliates
    of the  registrant  as of June 30,  2005 was  $1,547,655,535  (based  on the
    closing  price of $45.62 per share on June 30, 2005,  as reported by the New
    York Stock Exchange-  Corporate  Transactions).  For this  computation,  the
    registrant  excluded  the market  value of all  shares of its  common  stock
    reported as beneficially  owned by named executive officers and directors of
    the  registrant;  such  exclusion  shall  not be  deemed  to  constitute  an
    admission that any such person is an "affiliate" of the registrant.

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
    Item  405 of  Regulation  S-K  (Section  229.405  of  this  chapter)  is not
    contained  herein,  and will not be contained,  to the best of  registrant's
    knowledge,  in definitive  proxy or information  statements  incorporated by
    reference in Part III of this Form 10-K or any  amendment to this Form 10-K.
    [ ]

    There were  37,523,350  shares of common stock  outstanding  as of April 26,
2006.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None



<PAGE>


                                EXPLANATORY NOTE

    This  Amendment  No.  1  to  the  Annual  Report  on  Form  10-K  of  Anteon
    International  Corporation ("we", "us" or the "Company") for the fiscal year
    ended  December  31, 2005 is being  filed on Form  10-K/A  solely to provide
    information required under the following Items in Part III Management:

    Item 10.  Directors and Executive Officers of the Registrant

    Item 11.  Executive Compensation

    Item 12.  Security Ownership of Certain Beneficial Owners and Management

    Item 13.  Certain Relationships and Related Transactions

    Item 14.  Principal Accountants Fees and Services.

    Such information is provided herein in lieu of incorporating it by reference
    to our proxy statement, if any, for the 2006 Annual Meeting of Stockholders.
    Except as noted above, the  Registrant's  Annual Report on Form 10-K for the
    fiscal year ended  December 31, 2005,  remains as originally  filed with the
    Securities and Exchange  Commission on March 17, 2006 (the "Original 10-K").
    Certain  capitalized  terms used in this  document  have been defined in the
    Original 10-K, which this filing amends.



<PAGE>


                                    PART III

                                                                   MANAGEMENT

Item 10.   Directors and Executive Officers of the Registrant

     Our directors and executive officers as of April 26, 2006 are as follows:
<TABLE>
<CAPTION>
<S>                                                          <C>
Name                                                          Position Held
------                                                        ----------------------------------
Frederick J. Iseman                                           Chairman of the Board and Director
Gilbert F. Decker                                             Director
Robert A. Ferris                                              Director
Dr. Paul G. Kaminski                                          Director
General Paul G. Kern, USA (ret.)                              Director
Steven M. Lefkowitz                                           Director
Admiral Paul David Miller, USN (ret.)                         Director
Dr. William J. Perry                                          Director
General Henry Hugh Shelton, USA (ret.)                        Director
Michael T. Smith                                              Director
Joseph M. Kampf                                               President, Chief Executive Officer and Director
S. Daniel Johnson                                             Executive Vice President and Chief Operating Officer
Charles S. Ream                                               Executive Vice President and Chief Financial Officer
Mark D. Heilman                                               Executive Vice President, Corporate Development
Seymour L. Moskowitz                                          Executive Vice President, Technology
Curtis L. Schehr                                              Senior Vice President, General Counsel and Secretary
Vincent J. Kiernan                                            Senior Vice President, Finance

</TABLE>


BOARD OF DIRECTORS

Frederick J. Iseman

     Frederick  J. Iseman is 53 years old and has served as our  Chairman of the
Board of  Directors  since April 1996.  Mr.  Iseman is  currently  Chairman  and
Managing Partner of Caxton-Iseman Capital, Inc., which was founded by Mr. Iseman
in 1993. Prior to establishing  Caxton-Iseman  Capital, Inc., Mr. Iseman founded
Hambro-Iseman  Capital Partners, a merchant banking firm. From 1988 to 1990, Mr.
Iseman was a member of the Hambro  International  Venture  Fund.  Mr.  Iseman is
Chairman of Buffets,  Inc., a director of Ply Gem Industries,  Inc. and a member
of the Advisory Board of Duke Street Capital.

Joseph M. Kampf

     Joseph M. Kampf is 61 years old and has served as our  President  and Chief
Executive  Officer and a director  since April 1996.  From January 1994 to 1996,
Mr.  Kampf  was a Senior  Partner  of  Avenac  Corporation,  a  consulting  firm
providing advice in change management, strategic planning, corporate finance and
mergers and acquisitions to middle market companies. From 1990 through 1993, Mr.
Kampf served as Executive  Vice President of Vitro  Corporation,  a wholly owned
subsidiary of The Penn Central  Corporation.  Prior to his position as Executive
Vice  President  of Vitro  Corporation,  Mr.  Kampf  served as the  Senior  Vice
President of Vitro  Corporation's  parent company,  Penn Central Federal Systems
Company  and as Chief  Liaison  Officer  for the  group  with  The Penn  Central
Corporation.  Between  1982 and  1986,  Mr.  Kampf was Vice  President  of Adena
Corporation,  an oil and gas exploration and development  company.  He is a life
member of the Navy League and is also active in the  Surface  Navy  Association,
Naval Submarine League and National Defense Industrial Association and served as
Chairman of the Professional Services Council during 2003 and 2004. He is also a
director of the Wolf Trap Foundation for the Performing  Arts. He was a Director
of the Armed Forces Communications and Electronics Association and served on the
Board of Directors of Atlantic Aerospace and Electronics Corporation.


<PAGE>


Gilbert F. Decker

     Gilbert F.  Decker is 68 years old and has served as a director  since June
1997.  Mr. Decker  currently  serves as a private  consultant to the  technology
industry. From April 1999 until August 2001, Mr. Decker served as Executive Vice
President at Walt Disney  Imagineering,  Inc.  From April 1994 to May 1997,  Mr.
Decker  served  as the  Assistant  Secretary  of the  U.S.  Army  for  Research,
Development and Acquisition.  As Assistant Secretary,  Mr. Decker led the Army's
acquisition  and  procurement  reform  efforts,  with an emphasis on eliminating
excessive  government  requirements  throughout the acquisition process. He also
served as the Army Acquisition Executive,  the Senior Procurement Executive, the
Science  Advisor  to the  Secretary  and the  Senior  Research  and  Development
official  for the Army.  From 1983 to 1989,  Mr.  Decker was on the Army Science
Board and served as Chairman  from March 1987 until the end of his  appointment.
In the private  sector,  Mr. Decker has served as President and Chief  Executive
Officer of three  technology  companies,  including Penn Central Federal Systems
Company, and Mr. Decker is currently a director of Alliant Techsystems, Inc. and
Allied Defense Group, Inc.

Robert A. Ferris

     Robert A.  Ferris is 63 years old and has served as a director  since April
1996.  Mr.  Ferris is a Managing  Director of  Caxton-Iseman  Capital,  Inc.,  a
private  investment firm, and has been employed by Caxton-Iseman  Capital,  Inc.
since March 1998.  From 1981 to February 1998, Mr. Ferris was a General  Partner
of Sequoia  Associates (a private  investment firm  headquartered in Menlo Park,
California).  Prior  to  founding  Sequoia  Associates,  Mr.  Ferris  was a Vice
President of Arcata Corporation,  a New York Stock Exchange-listed  company. Mr.
Ferris is currently a director of Buffets, Inc. and Ply Gem Industries, Inc.

Dr. Paul G. Kaminski

     Dr. Paul  Kaminski is 63 years old and has served as a director  since June
1997.  Dr.  Kaminski  has  served as  Chairman  and Chief  Executive  Officer of
Technovation,  Inc.  since  1997 and as a Senior  Partner  of Global  Technology
Partners  since 1998.  From 1994 to May 1997, Dr.  Kaminski  served as the Under
Secretary of Defense for  Acquisition  and  Technology.  In this  position,  Dr.
Kaminski  was  responsible  for all matters  relating to  Department  of Defense
acquisition,  including  research  and  development,   procurement,  acquisition
reform,  dual-use  technology and the defense  technology  and industrial  base.
Prior to 1994, he served as chairman of a technology oriented investment banking
and consulting firm. Dr. Kaminski also served as Chairman of the Defense Science
Board and as a consultant and advisor to many government agencies.  Dr. Kaminski
is a trustee of the Rand  Corporation  and  currently  serves as a  director  of
General Dynamics Corporation.

General Paul J. Kern, USA (ret.)

     General  Paul J.  Kern,  USA  (ret.)  is 60 years  old and has  served as a
director since  February  2005. He is currently a Senior  Counselor of The Cohen
Group,  a global  strategic  consulting  firm.  In November  2004,  General Kern
stepped down as the Commanding General of the Army Materiel Command, a worldwide
organization responsible for research,  production,  and supply distribution for
U.S. forces and their allies.  General Kern is a highly decorated combat veteran
and has led three combat operations,  including two combat tours in Vietnam as a
commander  with the 11th  Armored  Cavalry and a third as  commander  of the 2nd
Brigade,  24th  Infantry  Division  during  Desert  Shield/Desert  Storm  and as
commander,  4th Infantry Division (Mechanized).  General Kern has also served as
advisor  to the Chief of Staff of the Army on all  acquisition,  logistics,  and
technology  matters and served as personal  advisor to the Secretary of Defense.
He has received  recognition as a key leader in the  Transformation of the Army.
In June 2004,  General Kern was selected by Secretary of Defense Donald Rumsfeld
and the Army to lead the  internal  investigation  into abuses at the Abu Ghraib
prison in Iraq. General Kern currently serves as a director of EDO Corporation.

Steven M. Lefkowitz

     Steven M.  Lefkowitz  is 41 years old and has  served as a  director  since
April 1996. Mr. Lefkowitz is a Managing Director of Caxton-Iseman  Capital, Inc.
and has been employed by  Caxton-Iseman  Capital,  Inc. since 1993. From 1988 to
1993,  Mr.  Lefkowitz  was  employed by Mancuso & Company (a private  investment
firm) and served in several positions  including vice president and as a partner
of Mancuso Equity Partners. Mr. Lefkowitz is a director of Buffets, Inc. and Ply
Gem Industries, Inc.


<PAGE>


Admiral Paul David Miller, USN (ret.)

     Admiral Paul David  Miller,  USN (ret.) is 64 years old and has served as a
director  since  November  2004. On April 1, 2005, he retired as Chairman of the
Board of Directors of Alliant  Techsystems,  Inc., an advanced  weapon and space
systems company,  a position he had held since March 2004. Admiral Miller joined
Alliant  Techsystems,  Inc. as Chairman and Chief  Executive  Officer in January
1999 and retired as CEO in March 2004.  From  November  1994 to January 1999, he
was with Litton  Industries,  Inc. where he served as President of Litton Marine
Systems  (formerly,  Sperry  Marine,  Inc.)  and as  Vice  President  of  Litton
Industries.  Prior to his  retirement  from the U.S.  Navy  following  a 30-year
career,  Admiral Miller was  Commander-in-Chief,  U.S. Atlantic Command,  one of
five U.S.  theater  commands  and served  concurrently  as NATO  Supreme  Allied
Commander-Atlantic. Admiral Miller is also a director of Donaldson Company, Inc.
and Teledyne Technologies, Inc.

Dr. William J. Perry

     Dr.  William J.  Perry is 78 years old and has  served as a director  since
February  2002. He is currently the Michael and Barbara  Berberian  Professor at
Stanford  University  with a joint  appointment in the School of Engineering and
the  Institute  for  International  Studies and  Co-director  of the  Preventive
Defense  Project.  In a prior  term  at  Stanford  (1988-1993),  Dr.  Perry  was
Co-director of the Center for International Security and Arms Control. Dr. Perry
was the 19th Secretary of Defense for the United  States,  serving from February
1994 to  January  1997.  He  previously  served as Deputy  Secretary  of Defense
(1993-1994)  and as Under  Secretary  of Defense for  Research  and  Engineering
(1977-1981). In the private sector, Dr. Perry has founded and led two technology
firms and serves on the board of directors of several high technology companies.
He currently  serves as Chairman of Global  Technology  Partners.  Dr. Perry has
received numerous awards, including the Presidential Medal of Freedom.

General Henry Hugh Shelton, USA (ret.)

     General  Hugh  Shelton,  USA  (ret.),  is 64 years old and has  served as a
director since February 2002. He retired as President, International Operations,
for M.I.C.  Industries in 2005.  From October 1997 until  October 2001,  General
Shelton  served  as the 14th  Chairman  of the Joint  Chiefs  of Staff.  In that
capacity,  he was the nation's  principal military advisor to Presidents Clinton
and Bush, the Secretary of Defense and the National Security Council.  He is the
recipient of numerous awards and decorations.  In 2001, he was knighted by Queen
Elizabeth and in 2002 was awarded the Congressional Gold Medal.  General Shelton
is also a  director  of  Anheuser-Busch  Companies,  Inc.,  Red  Hat,  Inc.  and
Professional Projects Services, Inc.

Michael T. Smith

     Michael T. Smith is 62 years old and has served as a director  since  March
2005. Mr. Smith is Chairman  Emeritus of Hughes  Electronics  Corporation.  From
October 1997 to May 2001, he was Chairman and Chief Executive  Officer of Hughes
Electronics  Corporation.  He also served as Vice Chairman of Hughes Electronics
Corporation  from 1992 to October  1997.  Mr.  Smith joined  Hughes in 1985,  as
Senior Vice President and Chief  Financial  Officer,  after  spending  nearly 20
years with General Motors in a variety of financial  management  positions.  Mr.
Smith is also a director  of Alliant  Techsystems,  Inc.,  FLIR  Systems,  Inc.,
Ingram Micro, Inc., and Teledyne Technologies, Inc.


<PAGE>


EXECUTIVE OFFICERS

S. Daniel Johnson

     S. Daniel  Johnson is 58 years old and  currently  serves as our  Executive
Vice President and Chief Operating  Officer.  He has been with the Company since
August  2003.  Prior to joining us, Mr.  Johnson  served as the  Executive  Vice
President  responsible for BearingPoint's Public Services business unit. Between
1997,  when he assumed  leadership of that business  unit, and 2002, Mr. Johnson
grew the unit's annual  revenue from $200 million to an  annualized  revenue run
rate of more than $1 billion. He joined BearingPoint,  formerly KPMG Consulting,
in 1975 and served in positions of increasing responsibility in several business
areas, including e-Government Internet integration, enterprise resource planning
and systems integration.

Charles S. Ream

     Charles S. Ream is 62 years old and currently  serves as our Executive Vice
President and Chief Financial Officer.  He has been with the Company since April
2003. From October 2000 to December 2001, he served as Senior Vice President and
Chief  Financial  Officer of Newport  News  Shipbuilding,  Inc.,  a $2.2 billion
publicly-held company, with over 18,000 employees,  where he was responsible for
all of  the  financial  functions  including  corporate  strategy,  mergers  and
acquisitions,  and investor relations.  From January 1998 to September 2000, Mr.
Ream served as Senior Vice President,  Finance of Raytheon Systems Company. From
January 1994 to December  1997, he served as Chief  Financial  Officer of Hughes
Aircraft Company.  Prior to joining Hughes, Mr. Ream was a Partner with Deloitte
& Touche.

Mark D. Heilman

     Mark D. Heilman is 57 years old and currently  serves as our Executive Vice
President for Corporate Development.  He has been with the Company since October
1998.  From 1991 to September  1998,  Mr. Heilman was a partner and principal of
CSP Associates, Inc., where he specialized in strategic planning and mergers and
acquisition  support  for the  aerospace,  defense  and  information  technology
sectors.  From 1987 to 1991,  Mr.  Heilman was Vice  President  and an Executive
Director of Ford Aerospace and Communications Corporation.

Seymour L. Moskowitz

     Seymour L. Moskowitz is 75 years old and currently  serves as our Executive
Vice President,  Technology.  He has been with the Company since March 1997. Mr.
Moskowitz  served as a consultant to us from April 1996 to March 1997.  Prior to
joining us, Mr.  Moskowitz served as an independent  management  consultant from
1994 to April  1996.  From 1985 to 1994,  Mr.  Moskowitz  served as Senior  Vice
President of Technology at Vitro  Corporation,  where he was responsible for the
development  and  acquisition  of  technologies  and  management of research and
development  personnel and  laboratory  resources.  Before working for the Vitro
Corporation,  Mr.  Moskowitz  served as Director of Research and Development for
Curtiss-Wright  Corporation.  Mr.  Moskowitz  has been  awarded  seven  patents,
authored and co-authored over 50 articles,  and published in ASME  Transactions,
ASME Journals of Energy, Power and Aircraft,  SAE Journal and various conference
proceedings.  He  formerly  served on the  Board of  Directors  of the  Software
Productivity  Consortium and is currently a member of the steering  committee of
the Fraunhofer Center (MD) for Software Engineering.

Curtis L. Schehr

     Curtis L.  Schehr is 47 years old and  currently  serves as our Senior Vice
President,  General  Counsel and  Secretary.  He has been with the Company since
October 1996. From 1991 to 1996, Mr. Schehr served as Associate  General Counsel
at Vitro  Corporation.  During  1990,  Mr.  Schehr  served as Legal  Counsel  at
Information Systems and Networks  Corporation.  Prior to 1990, Mr. Schehr served
for six years in several legal and contract  oriented  positions at Westinghouse
Electric Corporation (Defense Group).

Vincent J. Kiernan

     Vincent J. Kiernan is 47 years old and currently  serves as our Senior Vice
President, Finance. He has been with the Company since September 1998. From July
1995 to September  1998, he served as a Managing  Director at KPMG LLP, where he
provided cost and pricing control reviews, claims analysis, accounting/contracts
management and general consulting  services to a wide array of clients including
both government contractors and commercial  enterprises.  From 1989 to 1995, Mr.
Kiernan  was a  Director  for  Coopers &  Lybrand.  From 1985 to 1989,  he was a
consultant with Peterson & Co. Consulting.


<PAGE>


BOARD COMMITTEES

    The  Board  has  an  audit  committee,   compensation  committee,  executive
committee, executive compensation committee, nominating and corporate governance
committee and a strategy committee.

     Audit Committee.  The Audit Committee is composed of Messrs. Decker, Smith,
Lefkowitz and Admiral Miller and the Board of Directors has determined that each
member of the Audit Committee is independent and financially  literate under the
listing  standards of the New York Stock  Exchange and within the meaning of the
Securities  and  Exchange  Commission  ("SEC")  regulations  applicable  to  the
Company.  The Board has also  determined  that Mr. Smith  qualifies as an "Audit
Committee   Financial  Expert",   within  the  meaning  of  the  applicable  SEC
regulations.  As more  fully  described  in the  written  charter  of the  Audit
Committee,  the  Audit  Committee  oversees  actions  taken  by our  independent
auditors and reviews our internal controls and procedures.

     Compensation  Committee.  The Compensation Committee is composed of Messrs.
Ferris  and  Lefkowitz,  Dr.  Kaminski  and  General  Shelton  and the  Board of
Directors  has  determined  that each member of the  Compensation  Committee  is
independent under the listing standards of the New York Stock Exchange.  As more
fully  described  in the  written  charter of the  Compensation  Committee,  the
Compensation Committee reviews and approves the compensation of our officers and
management  personnel and  administers  certain  employee  benefit plans and the
Amended and Restated Anteon International Corporation Omnibus Stock Plan.

     Executive Committee. The Executive Committee is composed of Messrs. Iseman,
Lefkowitz,  Ferris and Kampf. The Executive Committee exercises the authority of
our board in the interval between meetings of the board.

     Executive Compensation  Committee.  The Executive Compensation Committee is
composed  of Dr.  Kaminski  and  General  Shelton.  The  Executive  Compensation
Committee administers the Amended and Restated Anteon International  Corporation
Omnibus Stock Plan and other  executive  plans for awards or grants to our named
executive officers and persons subject to Section 16 of the Securities  Exchange
Act of 1934 ("Exchange Act").

     Nominating and Corporate Governance Committee. The Nominating and Corporate
Governance  Committee is composed of Messrs.  Lefkowitz  and Ferris and Generals
Shelton and Kern and the Board has determined that each member of the Nominating
and Corporate Governance Committee is independent under the listing standards of
the New York Stock  Exchange.  As more fully described in the written charter of
the Nominating and Corporate Governance Committee,  the Nominating and Corporate
Governance Committee nominates candidates for election to our board and develops
and  recommends  to the  Board  of  Directors  corporate  governance  guidelines
applicable to the Company.  The  Nominating and Corporate  Governance  Committee
makes no recommendations with respect to Caxton-Iseman Nominees.

     Strategy  Committee.  The Strategy  Committee is composed of Drs. Perry and
Kaminski, Generals Shelton and Kern, Admiral Miller and Mr. Decker. The Strategy
Committee reviews the Company's strategy for market positioning and examines and
advises the  Company on emerging  government  requirements  where the  Company's
diverse skill and program strengths can be leveraged.


<PAGE>


DIRECTOR INDEPENDENCE

     Our Board reviews each Director's  independence annually in accordance with
the  standards  set  forth  in  our  Corporate  Governance  Guidelines  and  the
requirements of the New York Stock Exchange (the "NYSE"). No member of our Board
will be considered independent unless the Board determines that:

o The  Director  has no  material  relationship  with us that  would  affect the
director's   independence;   and  o  The  Director  satisfies  the  independence
requirements of all applicable laws, rules and regulations.

     Furthermore,  under  the  regulations  of  the  NYSE,  a  director  is  not
independent if:

          o    The  director  is, or has been  within the last three  years,  an
               employee of the Company, or an immediate family member is, or has
               been within the last three years,  an executive  officer,  of the
               Company.

          o    The director has received,  or has an immediate family member who
               has  received,  during any  twelve-month  period  within the last
               three years,  more than $100,000 in direct  compensation from the
               Company,  other than director and  committee  fees and pension or
               other forms of deferred  compensation for prior service (provided
               such  compensation  is not  contingent  in any  way on  continued
               service).

          o    He or she has any of the following relationships with any Company
               auditor:

          o    the director or an immediate  family member is a current  partner
               of a firm that is the Company's internal or external auditor;

          o    the director is a current employee of such a firm;

          o    the  director  has an  immediate  family  member who is a current
               employee of such a firm and who participates in the firm's audit,
               assurance or tax compliance (but not tax planning) practice; or

          o    the  director or an immediate  family  member was within the last
               three  years (but is no longer) a partner or  employee  of such a
               firm and  personally  worked on the  Company's  audit within that
               time.

          o    The director or an immediate family member is, or has been within
               the last three years, employed as an executive officer of another
               company where any of the Company's present executive  officers at
               the same time  serves or  served on that  company's  compensation
               committee.

          o    The director is a current employee, or an immediate family member
               is a  current  executive  officer,  of a  company  that  has made
               payments to, or received  payments from, the Company for property
               or services in an amount  which,  in any of the last three fiscal
               years,  exceeds the  greater of $1  million,  or 2% of such other
               company's consolidated gross revenues.

     Our Board  reviewed  Director  independence  based on an application of the
foregoing  standards and has determined that each of the following  Directors is
an "independent  director" in accordance with the corporate  governance rules of
the NYSE: Frederick J. Iseman, Mr. Gilbert F. Decker, Admiral Paul David Miller,
USN (ret.),  Michael T. Smith,  Robert A. Ferris, Dr. William J. Perry,  General
Henry Hugh Shelton,  USA (ret.),  Dr. Paul G. Kaminski,  Steven M. Lefkowitz and
General Paul J. Kern, USA (ret.).

EXECUTIVE SESSIONS OF NON-MANAGEMENT DIRECTORS

     To promote  open  discussion  among the  non-management  directors,  and in
accordance with NYSE corporate governance requirements, the Board meets at least
quarterly in executive sessions without any members of the Company's management,
whether or not they are directors, who may otherwise be present. The Chairman of
the Nominating & Corporate  Governance Committee served as the initial presiding
director at all executive sessions of non-management directors for approximately
one year ending in February  2005.  The role of presiding  director then rotates
among  the  other  non-management  directors  on an  annual  basis  in  order of
seniority,  and in the  event  seniority  is not a  determinative  factor,  then
alphabetically. The current presiding director is Mr. Decker.


<PAGE>


HOW TO CONTACT THE NON-MANAGEMENT DIRECTORS

     The Board of Directors  provides a process by which interested  parties may
communicate with the non-management directors as a group or with the full Board.
Those wishing to raise a question or concern should send such  communication  in
an envelope marked  "confidential" to Board of Directors of Anteon International
Corporation c/o Corporate  Secretary,  3211 Jermantown Road, Suite 700, Fairfax,
Virginia 22030.

     Any such communication  must state the number of shares  beneficially owned
by the person making the communication and should identify the person or persons
on the Board to whom the communication is directed. The Corporate Secretary will
forward  such  communication  to the  member(s)  of  the  Board  as  appropriate
depending on the facts and  circumstances  outlined in the  communication  or as
otherwise required by applicable rules, statutes or regulations.

ADDITIONAL CORPORATE GOVERNANCE INFORMATION

     The  Company  has  adopted a Code of  Business  Ethics and  Conduct,  which
applies to all  employees,  officers and  directors.  In addition to the Code of
Business Ethics and Conduct,  the Company's  Chief Executive  Officer and senior
financial officers are subject to the Code of Ethics for Principal Executive and
Senior  Financial  Officers.  The Company's  policy is to post on its website at
www.anteon.com  on the Corporate  Governance page any waivers or implied waivers
(as such terms are defined in the  instructions  to Item 5.05 of Form 8-K of the
Exchange Act) and any  amendments to any code of ethics that apply to any of our
directors or executive officers.  To date, there have been no waivers or implied
waivers to any code of ethics that apply to any of our  directors  or  executive
officers.

     The  Corporate  Governance  page  on the  Company's  website  includes  key
information about the Company's corporate  governance  initiatives and documents
including,  the written  charters of the Audit,  Compensation and Nominating and
Corporate  Governance  Committees;  the  Company's  By-Laws and  Certificate  of
Incorporation;  a list of the  Committees  of the Board and their  members;  the
Company's Corporate Governance Guidelines; the Company's Code of Business Ethics
and Conduct; and the Company's Code of Ethics for Principal Executive and Senior
Financial Officers.

     Our Chief  Executive  Officer has certified to the New York Stock  Exchange
that  he is not  aware  of any  violations  by the  company  of  NYSE  corporate
governance listing standards. We have included as exhibits to this Annual Report
on Form 10-K  certificates  of our Chief  Executive  Officer and Chief Financial
Officer certifying the quality of our public disclosure.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     Based  solely on our  review of copies of reports  filed  with the SEC,  we
believe that all reports on Form 3, Form 4, and Form 5 required to be filed were
so filed on a timely basis except for a Form 4 each on behalf of Messrs. Decker,
Shelton,  Kaminski,  Schehr,  Perry  and  Tisch  and a Form 4 each on  behalf of
Messrs.  Iseman,  Lefkowitz  and Ferris,  which were filed one and two days late
respectively, due to administrative error.


<PAGE>


Item 11.   Executive Compensation

     The following table sets forth information on the compensation  awarded to,
earned by or paid to our Chief Executive  Officer,  Joseph M. Kampf and our four
other most highly compensated  executive officers whose individual  compensation
exceeded  $100,000 during the twelve months ended December 31, 2005 for services
rendered in all capacities to us.

<TABLE>
<CAPTION>

------------------------------------------ ------------------------------------ ----------------------------------
                                                                                            Long-Term
                                                                                ---------------------------------
                                                   Annual Compensation                 Compensation Awards
                                                                                                    Number of
-----------------------------------------                                                             Shares
                                                                                 Other Annual       Underlying
 Name and Principal Position                  Year       Salary       Bonus     Compensation(1)   Stock Options
------------------------------------
<S>                                           <C>       <C>        <C>                 <C>                  <C>
Joseph M. Kampf                               2005      $ 665,385  $  549,375           --                   --
President and Chief Executive Officer         2004        643,570     450,000           --                   --
                                              2003        575,023     400,000           --                   --

S. Daniel Johnson                             2005        405,288     216,000           --                   --
Executive Vice President and                  2004        383,654      76,563           --               25,000
Chief Operating Officer                       2003        123,846      50,000           --              125,000

Charles S. Ream                               2005        286,938     171,500           --                   --
Executive Vice President and                  2004        284,308     105,875           --                   --
Chief Financial Officer                       2003        179,490      50,000           --              100,000


Mark D. Heilman                               2005        259,445     147,000           --                   --
Executive Vice President,                     2004        256,226     136,500           --                   --
Corporate Development                         2003        235,146     120,000           --                   --

Seymour L. Moskowitz                          2005        259,445     147,000           --                   --
Executive Vice President, Technology          2004        256,226     136,500           --                   --
                                              2003        235,146     220,000           --               75,000
------------------------------------------ ----------- ----------- ------------ ---------------- -----------------

------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) No named executive  officer received Other Annual  Compensation in an amount
    in excess of the lesser of either  $50,000 or 10% of the total of salary and
    bonus reported for him in the two preceding columns.

DEFERRED COMPENSATION

     Under the Anteon International  Corporation Supplemental Retirement Savings
Plan (the "Plan") certain eligible  employees and directors may defer receipt of
all or a portion of their annual cash  compensation.  The assets of the Plan are
held in a trust to which  contributions are made by the Company based on amounts
elected to be deferred by the Plan participants. A Plan participant may elect to
receive the compensation deferred in either a lump sum or in annual installments
over a period  of up to ten  years.  The Plan is  treated  as  unfunded  for tax
purposes  and its assets  are  subject to the  general  claims of the  Company's
creditors.  In order to provide for an accumulation of assets  comparable to the
contractual  liabilities  accruing  under the Plan,  the  Company may direct the
trustee  of the Plan to invest  the  assets to  correspond  to the  hypothetical
investment choices made by the Plan participants.

     The  Company  records  both the assets and  obligations  related to amounts
deferred under the Plan.  Each  reporting  period,  the assets,  which have been
classified as trading securities,  and obligations,  are adjusted to fair market
value,  with gains (losses) on the assets included in other income (expense) and
corresponding  adjustments to the obligations recorded as compensation  expense.
As of December 31, 2005, the deferred compensation  obligation was approximately
$2,009,423. For the year ended December 31, 2005, the adjustments to fair market
value were not significant.

OPTION GRANTS IN 2005

     There  were  no  stock  options  granted  in 2005  to our  named  executive
officers.


<PAGE>


AGGREGATED OPTION EXERCISES IN 2005 AND FISCAL YEAR-END OPTION VALUES

     The following table sets forth certain  information with respect to options
held at the end of fiscal year 2005 by each of our named executive officers:

<TABLE>
<CAPTION>

------------------------------ ------------------------------------------------------------------------------
                               Individual Grants

                                                             Number of Shares
                                                           Underlying Unexercised       Value of Unexercised
                                Shares                          Options at             In-the-Money Options at
                               Acquire           Value         Exercisable/             December 31, 2005
Name                           Exercise(s)      Realized       Unexercisable         Exercisable/Unexercisable(1)
                             --------------   -----------    ------------------   -------------------------------
<S>                              <C>         <C>              <C>     <C>            <C>         <C>
Joseph M. Kampf                  210,320     $ 7,843,549      234,000/80,000         $10,198,080/$2,908,000
S. Daniel Johnson                 44,100         605,064       10,900/95,000            $250,773/$2,158,050
Charles S. Ream                   40,000         762,900            0/60,000                  $0/$1,822,200
Mark D. Heilman                   85,023       2,828,910       22,443/32,000          $1,019,843/$1,163,200
Seymour L. Moskowitz             146,503       4,565,770       41,599/32,000         $1,961,012/ $1,163,200
------------------------------ ----------- -------------- ----------------------- -------------------------------

-----------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Based on the  difference  between the closing  price of our common stock on
     December 31, 2005,  as reported by the New York Stock  Exchange-  Corporate
     Transactions  and the option exercise price.  The above  valuations may not
     reflect  the  actual  value  of  unexercised   options,  as  the  value  of
     unexercised options fluctuates with market activity.

COMPENSATION OF DIRECTORS

     From  January 1, 2005  through June 30,  2005,  our  directors  who are not
employees   or   Caxton-Iseman   Stockholders   earned  the   following   annual
compensation:  $6,250 for each  fiscal  quarter;  $1,500 for each board  meeting
attended;  $2,000  annually for serving as chairperson of a committee;  and $750
for each committee meeting attended.

     Effective July 1, 2005, the  compensation  of our directors  changed.  From
July 1, 2005 through  December 31, 2005,  our  directors  who are not  employees
earned  $8,750 for each  fiscal  quarter;  $5,000 for each  fiscal  quarter  for
serving as  chairperson of the audit  committee;  $3,750 for each fiscal quarter
for  serving  as  chairperson  of the  compensation,  nominating  and  corporate
governance,  or  strategy  committees;  and $2,500 for each  fiscal  quarter for
non-chairperson  directors serving on a committee. Each of our directors is also
reimbursed for expenses  incurred in connection  with serving as a member of our
board.

Anteon Restricted Stock Awards

     Pursuant to the  Amended  and  Restated  Anteon  International  Corporation
Omnibus Stock Plan,  certain  members of our board of directors who are not also
employees of Anteon were each granted 1,000  restricted  shares of Anteon common
stock on August 11, 2005. Awards granted to non-employee  Directors who serve on
the  Executive  Compensation  Committee  were  made by the  Board  of  Directors
(excluding  Directors  serving on the Executive  Compensation  Committee).  Each
award will vest as follows:  50% of the shares covered by the award will vest on
May 25, 2006 and the remaining 50% of the shares  covered by the award will vest
on May 25,  2007,  provided  the  Director  is in service  with the Company as a
director on each such date.  Notwithstanding the foregoing, the award will fully
vest upon the  following  events:  (i) a change in  control  (as  defined in the
Plan), (ii) death or (iii) disability (as defined in the agreement),  each while
serving as a director of the Company.

EXECUTIVE AGREEMENTS

     Certain of our executive officers and key members of management,  (referred
to in this proxy  statement as the  "executives")  have entered into amended and
restated  executive  agreements with Anteon.  Each executive  agreement provides
that if,  during the two year  period  following  a change of control  event (as
defined in the executive  agreements),  the executive's employment is terminated
by Anteon  without  "Cause" or by the  executive  for "Good  Reason," he will be
entitled to the  following  severance  benefits:  all accrued but unpaid  salary
through the date of termination  plus any earned but unpaid bonus from the prior
year; the executive's  target bonus for the year of  termination;  and a payment
equal to twice the sum of the  executive's  annual  salary rate and target bonus
for the year of termination  (or three times, in the case of Joseph Kampf and S.
Daniel  Johnson).  These  amounts  will  be  paid in a  lump-sum  shortly  after
employment  terminates.  In  addition,  under such  circumstances,  Anteon  will
contribute for the executive's  life insurance and medical benefits for up to 24
months (or 36 months,  in the case of Joseph Kampf and S. Daniel  Johnson).  The
executive  is required to deliver a release in favor of Anteon to receive any of
the payments described above.



<PAGE>


     The  executive  agreements  provide that an executive  may resign for "Good
Reason" upon the occurrence of any of the following  events:  (1) a reduction in
the  executive's  salary or target  bonus  from the prior  year or from  amounts
previously  established  for a given  year;  (2) a  material  diminution  in the
executive's  duties or  responsibilities;  (3)  relocation of the executive to a
work location  outside a 50-mile radius from the executive's  current  location;
(4) the insolvency of, or filing for bankruptcy by Anteon; (5) a material breach
by Anteon of the executive  agreement;  or (6) an attempt by Anteon to terminate
the  executive  for cause  not in  compliance  with the  terms of the  executive
agreement.  In addition, each executive agreement provides that an executive may
not resign for "Good  Reason"  unless he has first given notice to Anteon of the
reason  for the  resignation  and  Anteon  has  failed  to  reasonably  cure the
situation within thirty days after receiving the executive's notice.

     Each executive agreement also provides that for a one year period following
termination,  the  executive  will not solicit  Anteon's  management  employees,
independent contractors or customers. If an executive violates this undertaking,
Anteon may recover a portion of the compensation payments paid to that executive
and may cease providing life and medical benefits.  In addition,  each executive
agreement  provides  each  executive  with a tax gross-up  payment to eliminate,
after all taxes have been  paid,  any costs  that he would  otherwise  have as a
result of any excise  taxes to which he may be subject by reason of his  receipt
of any payment, under his executive agreement or otherwise,  that constitutes an
excess parachute payment under Section 280G of the Code.  However, if the excess
payments are $50,000 or less,  Anteon is not  required to provide this  gross-up
and the excess payment will simply be eliminated.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The merger agreement with General Dynamics provides for indemnification and
insurance  arrangements  for Anteon's  current and former directors and officers
that will continue for six years following the effective time of the merger. The
merger agreement  provides that from and after the effective time of the merger,
General  Dynamics  will,  and will cause Anteon as the surviving  company in the
merger to, fulfill and honor in all respects, the obligations of Anteon pursuant
to any  indemnification,  exculpation or  advancement of expenses  provisions in
favor of the  current  or former  directors,  officers,  employees  or agents of
Anteon  or any  of  its  subsidiaries,  or  certain  other  parties,  under  the
constitutional  documents of Anteon or its subsidiaries or any agreement between
these  indemnified  persons and Anteon or its  subsidiaries  in effect as of the
date of the merger  agreement.  The merger  agreement  also  provides that for a
period of six years  following the effective time of the merger the  certificate
of  incorporation  and by-laws of Anteon as the  surviving  company will contain
provisions  with respect to  indemnification,  exculpation  and  advancement  of
expenses that are at least as favorable to the beneficiaries of these provisions
as those  contained  in Anteon's  certificate  of  incorporation  and by-laws in
effect on the date of the merger agreement.

     The merger agreement also provides that for a period of six years after the
effective  time of the  merger  General  Dynamics  will  cause to be  maintained
directors and officers  liability  insurance and fiduciary  liability  insurance
arrangements  substantially  equivalent  in scope and amount of coverage (and on
terms and  conditions  no less  advantageous  to the  insureds)  to the policies
maintained  by Anteon as of the date of the  merger  agreement  with  respect to
claims arising from or relating to actions or omissions,  or alleged  actions or
omissions, occurring on or prior to the effective time of the merger. The merger
agreement  provides  that  General  Dynamics  will not be required to make total
annual  premium  payments with respect to these  insurance  arrangements  to the
extent the premiums  exceed 200% of the last annual premium paid by Anteon prior
to the date of the merger  agreement.  If the annual premium costs  necessary to
maintain this insurance  coverage exceed 200% of the last annual premium paid by
Anteon, General Dynamics will maintain as much comparable directors and officers
liability   insurance  and  fiduciary   liability  insurance  as  is  reasonably
obtainable  for an annual  premium not exceeding 200% of the last annual premium
paid by Anteon.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     No members of the  Compensation  Committee are officers or employees of the
Company.  No interlocking  relationships exist between the Board of Directors or
Compensation  Committee and the Board of Directors or compensation  committee of
any other company,  nor has any interlocking  relationship  existed in the past.
See  "Certain  Relationships  and  Related  Transactions"  above for  details of
certain transactions involving members of our Compensation Committee.


<PAGE>


Item 12.   Security Ownership of Certain Beneficial Owners and Management

     As of April 26, 2006,  there were 37,523,350  shares of common stock issued
and  outstanding.  The  following  table  sets  forth,  as of  April  26,  2006,
information with respect to the beneficial ownership of Anteon common stock by:

          o    each of the current  directors  and named  executive  officers of
               Anteon;

          o    each person who is known to be the beneficial  owner of more than
               5% of the outstanding shares of common stock of Anteon; and

          o    all directors and executive officers of Anteon as a group.

     The amounts and percentages of Anteon common stock  beneficially  owned are
reported on the basis of regulations of the SEC governing the  determination  of
beneficial ownership of securities.  Under these rules, a person is deemed to be
a  beneficial  owner of a security  if that person has or shares  voting  power,
which  includes the power to vote or to direct the voting of such  security,  or
investment  power,  which  includes  the power to  dispose  of or to direct  the
disposition of such security.  A person is also deemed to be a beneficial  owner
of any  securities  of  which  that  person  has a right to  acquire  beneficial
ownership within 60 days. Under these rules,  more than one person may be deemed
to be a beneficial owner of the same securities.

     Unless  otherwise noted below,  the address of each beneficial owner listed
on the table  below is c/o Anteon  International  Corporation,  3211  Jermantown
Road, Fairfax, Virginia 22030-2801.
<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------
                                                                                                   Shares(1)
                                                                                          ----------------------------

--------------------------------------------------------------------------------
Name of Beneficial Owner                                                                       Shares           %
--------------------------------------------------------------------------------            -----------       ---------
<S>                        <C>                                                                <C>               <C>
Azimuth Technologies, L.P. (2)(3)...............................................              1,924,538         5.1

Azimuth Tech. II LLC (2)(3).....................................................                687,823         1.8

Georgica (Azimuth Technologies), Inc. (2)(3)....................................              2,342,041         6.2

Georgica (Azimuth Technologies), L.P. (2)(3)....................................              2,341,592         6.2

Frederick J. Iseman (2)(3)......................................................              2,343,490         6.2

FMR Corp. (4)...................................................................              3,164,700         8.3

Neuberger Berman, Inc. (5)......................................................              2,704,438         7.1

Gilbert F. Decker (6)...........................................................                 31,030           *

Dr. Paul Kaminski (7)...........................................................                 37,046           *

Joseph M. Kampf (8).............................................................                781,513         2.1

Charles S. Ream (9).............................................................                 23,335           *

S. Daniel Johnson (10)..........................................................                 12,453           *

Seymour L. Moskowitz (11).......................................................                151,451           *

Mark D. Heilman (12)............................................................                123,653           *

Robert A. Ferris (13)...........................................................                200,330           *

Steven M. Lefkowitz (14)........................................................                 70,439           *

William J. Perry (15)...........................................................                 14,000           *

General Henry Hugh Shelton, USA (ret.) (16).....................................                 14,000           *

Admiral Paul David Miller, USN (ret.) (17)......................................                  3,000           *

General Paul J. Kern, USA (ret.) (17)...........................................                  3,000           *

Michael T. Smith (17)...........................................................                  3,000           *

All Directors and Executive Officers as a Group (18)............................              3,737,250         9.9
-----------------------------------------------------------------------------------------------------------------------

-----------------------------------------------
</TABLE>

 *   Less than 1%.
(1)  Determined in accordance with Rule 13d-3 under the Exchange Act.

(2)  By  virtue  of  Frederick   J.   Iseman's   indirect   control  of  Azimuth
     Technologies,  L.P., Azimuth Tech. II LLC, Georgica (Azimuth Technologies),
     L.P. and Georgica  (Azimuth  Technologies),  Inc., which are the investment
     partnerships   organized  by  Caxton-Iseman   Capital,   he  is  deemed  to
     beneficially  own the 2,071,272  shares held by these entities.  Mr. Iseman
     has (i) sole  voting and  dispositive  power over  2,072,721  shares of our
     common stock, and (ii) shared voting and dispositive power over the 270,769
     shares of our common stock held in the aggregate by Mr. Ferris,  the Ferris
     Family 1987 Trust,  Mr.  Lefkowitz and SML Family  Investors LLC and may be
     deemed to be the beneficial  owner  thereof.  Mr.  Iseman's  address is c/o
     Caxton-Iseman Capital, Inc., 500 Park Avenue, New York, New York 10022.

(3)  Includes 1,000,  199,330,  59,746 and 10,693 shares held by Mr. Ferris, the
     Ferris  Family 1987 Trust,  Mr.  Lefkowitz  and SML Family  Investors  LLC,
     respectively.  Mr. Ferris,  the Ferris Family 1987 Trust, Mr. Lefkowitz and
     SML Family  Investors  LLC are  parties to a  stockholders  agreement  with
     Azimuth  Technologies,  L.P. and Azimuth  Tech.  II LLC with respect to the
     shares of our  common  stock  held by them.  Pursuant  to the terms of this
     stockholders  agreement,  Mr.  Ferris,  the Ferris  Family 1987 Trust,  Mr.
     Lefkowitz  and SML Family  Investors  LLC are required to vote all of their
     shares of common stock at the direction of Azimuth  Technologies,  L.P. and
     Azimuth Tech. II LLC, and are bound by specified transfer restrictions.

(4)  Based solely upon a Schedule  13G filed by FMR Corp.  on February 14, 2006.
     The address for FMR Corp.  provided in such  Schedule 13G is 82  Devonshire
     Street, Boston, MA 02109.

(5)  Based  solely  upon a  Schedule  13G filed by  Neuberger  Berman,  Inc.  on
     February 15, 2006. The address for Neuberger Berman,  Inc. provided on such
     Schedule 13G is 605 Third Avenue, New York, NY 10158.

(6)  Includes  13,000 shares of common stock issuable  pursuant to stock options
     exercisable within 60 days of April 26, 2006. Does not include 4,500 shares
     of common stock issuable pursuant to stock options that are not exercisable
     within 60 days of that date. Mr. Decker's  address is 45 Glenridge  Avenue,
     Los Gatos, California 95030.

(7)  Includes  13,000 shares of common stock issuable  pursuant to stock options
     exercisable within 60 days of April 26, 2006. Does not include 4,500 shares
     of common stock issuable pursuant to stock options that are not exercisable
     within 60 days of that date. Dr. Kaminski's address is 6691 Rutledge Drive,
     Fairfax, Virginia 22039.

(8)  Includes 188,445 shares of common stock issuable  pursuant to stock options
     exercisable  within  60 days of April 26,  2006.  Does not  include  40,000
     shares of common  stock  issuable  pursuant to stock  options  that are not
     exercisable  within 60 days of that date.  Excludes  shares held by Azimuth
     Technologies, L.P., of which he is a limited partner.

(9)  Includes  20,000 shares of common stock issuable  pursuant to stock options
     exercisable  within 60 days of April 26, 2006.  Excludes  40,000  shares of
     common stock  issuable  pursuant to stock options that are not  exercisable
     within 60 days of April 26, 2006.

(10) Includes  10,900 shares of common stock issuable  pursuant to stock options
     exercisable  within 60 days of April 26, 2006.  Excludes  95,000  shares of
     common stock  issuable  pursuant to stock options that are not  exercisable
     within 60 days of that date.

(11) Includes  10,445 shares of common stock issuable  pursuant to stock options
     exercisable  within  60 days of April 26,  2006.  Does not  include  16,000
     shares of common  stock  issuable  pursuant to stock  options  that are not
     exercisable  within 60 days of that date.  Excludes  shares held by Azimuth
     Technologies, L.P., of which he is a limited partner.

(12) Includes  59,333 shares of common stock issuable  pursuant to stock options
     exercisable  within  60 days of April 26,  2006.  Does not  include  16,000
     shares of common  stock  issuable  pursuant to stock  options  that are not
     exercisable  within  60 days  of that  date.  Excludes  shares  held by CSP
     Associates LLC, a limited  liability  company of which he is a non-managing
     member.

(13) Includes  199,330  shares of common  stock held by the Ferris  Family  1987
     Trust.  The address of Mr.  Ferris and the Ferris  Family 1987 Trust is c/o
     Caxton-Iseman  Capital,  Inc.,  500 Park Avenue,  New York, New York 10022.
     Excludes shares held by Azimuth Technologies, L.P. and Azimuth Tech. II LLC
     of which the Ferris Family 1987 Trust is,  respectively,  a limited partner
     and a  non-managing  member.  Includes  200,330 shares of common stock with
     respect  to which Mr.  Ferris  shares  voting  and  dispositive  power with
     Azimuth Technologies, L.P., Azimuth Tech. II LLC and Mr. Iseman.

(14) Includes 10,693 shares of common stock held by SML Family  Investors LLC, a
     limited liability company  affiliated with Mr. Lefkowitz.  Mr.  Lefkowitz's
     address is c/o Caxton-Iseman  Capital, Inc., 500 Park Avenue, New York, New
     York 10021. Excludes shares held by Azimuth Technologies,  L.P. and Azimuth
     Tech.  II LLC of  which  he  is,  respectively,  a  limited  partner  and a
     non-managing  member.  Includes  70,439  shares  with  respect to which Mr.
     Lefkowitz  shares voting and dispositive  power with Azimuth  Technologies,
     L.P., Azimuth Tech. II LLC and Mr. Iseman.

(15) Includes  3,500 shares of common stock  issuable  pursuant to stock options
     exercisable within 60 days of April 26, 2006. Does not include 4,500 shares
     of common stock issuable pursuant to stock options that are not exercisable
     within 60 days of that date.  Dr.  Perry's  address  is 320 Galvez  Street,
     Stanford, CA 94305-6165.

(16) Includes  13,000 shares of common stock issuable  pursuant to stock options
     exercisable within 60 days of April 26, 2006. Does not include 4,500 shares
     of common stock issuable pursuant to stock options that are not exercisable
     within 60 days of that date. Gen. Shelton's address is 11911 Freedom Drive,
     One Fountain Square, 10th Floor, Reston, VA 20190.

(17) Includes  3,000 shares of common stock  issuable  pursuant to stock options
     exercisable  within  60 days of April 26,  2006.  Does not  include  12,000
     shares of common  stock  issuable  pursuant to stock  options  that are not
     exercisable  within 60 days of that date.  Admiral Miller's address is 1565
     River  Ridge  Williamsburg,  VA 23185.  General  Kern's  address is c/o EDO
     Corporation,  60 East 42nd  Street,  42nd Floor,  New York,  NY 10165.  Mr.
     Smith's  address is c/o Alliant  Techsystems,  Inc.,  5050  Lincoln  Drive,
     Edina, MN 55436.

(18) Includes 380,374 shares of common stock issuable  pursuant to stock options
     exercisable  within 60 days of April 26,  2006.  Does not  include  293,000
     shares of common  stock  issuable  pursuant to stock  options  that are not
     exercisable within 60 days of that date.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

     The following table provides information as of December 31, 2005, regarding
compensation plans (including individual compensation  arrangements) under which
our equity securities are authorized for issuance.
<TABLE>
<CAPTION>

------------------------------------------- ---------------------- -------------------- -------------------------
Plan category                                                                                        (c) Number of
                                                (a) Number of                                     securities remaining
                                               securities to be          (b)Weighted-average      available for future
                                             issued upon exercise         exercise price of       issuance under equity
                                                of outstanding               outstanding           compensation plans
                                                options, warrants         options, warrants       (excluding securities
                                                   and rights                and rights          reflected in column (a))
Equity compensation plans approved by
<S>                                                    <C>                 <C>                           <C>
    security holders....................               1,951,383           $        23.13                1,649,141
Equity compensation plans not approved by
     security holders....................                     --                       --                       --
    Total...............................               1,951,383           $        23.13                1,649,141
------------------------------------------    ----------------------    --------------------    -------------------------

-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


CHANGES OF CONTROL
     On December  13, 2005,  Anteon  International  Corporation  entered into an
agreement  and plan of merger  with  General  Dynamics  Corporation  and Avenger
Acquisition  Corporation,  a wholly owned subsidiary of General Dynamics.  For a
description of the merger, see "Item 1. Business - General."



<PAGE>



Item 13.   Certain Relationships and Related Transactions

Azimuth Technologies, L.P. and Azimuth Tech. II LLC

     Azimuth  Technologies,  L.P.  and  Azimuth  Tech.  II  LLC  are  two of our
principal stockholders.  The sole general partner of Azimuth Technologies,  L.P.
and the sole  managing  member of  Azimuth  Tech.  II LLC is  Georgica  (Azimuth
Technologies),  L.P.,  the sole  general  partner of which is Georgica  (Azimuth
Technologies),  Inc., a  corporation  wholly  owned by Frederick J. Iseman,  the
chairman  of our Board of  Directors.  As a result,  Mr.  Iseman  controls  both
Azimuth  Technologies,  L.P. and Azimuth Tech. II LLC. In addition,  Mr. Iseman,
Steven M. Lefkowitz, a director of our Company, and Robert A. Ferris, a director
of our Company, are each employed by Caxton-Iseman  Capital,  Inc. Mr. Iseman is
the chairman, managing partner and founder of that firm.

     Azimuth Technologies, L.P., Azimuth Tech. II LLC, Mr. Lefkowitz, SML Family
Investors LLC, a limited  liability company  affiliated with Mr. Lefkowitz,  and
the Ferris Family 1987 Trust,  of which Mr. Ferris is a trustee,  entered into a
stockholders  agreement  immediately prior to the consummation of the IPO. Under
this stockholders agreement, the Ferris Family 1987 Trust, Mr. Lefkowitz and SML
Family  Investors  LLC agreed to vote all of the shares of our common stock they
beneficially own on any matter submitted to the vote of our stockholders whether
at a meeting  or  pursuant  to a written  consent  at the  direction  of Azimuth
Technologies, L.P. and Azimuth Tech. II LLC, unless otherwise agreed to by these
entities, and will constitute and appoint these entities or any nominees thereof
as their respective  proxies for purposes of any stockholder  vote. In addition,
except  pursuant to the Tag Along Agreement  described in this Proxy  Statement,
the agreement  provides that none of the Ferris Family 1987 Trust, Mr. Lefkowitz
or SML Family  Investors  LLC may sell or in any way  transfer or dispose of the
shares of our common  stock they  beneficially  own  without  the prior  written
consent of either  Azimuth  Technologies,  L.P. or Azimuth Tech. II LLC,  unless
Azimuth  Technologies,  L.P. and Azimuth Tech. II LLC are  participating in that
sale,  and then the Ferris  Family  1987  Trust,  Mr.  Lefkowitz  and SML Family
Investors  LLC may  participate  in such sale in a pro rata  amount.  The Ferris
Family 1987 Trust,  Mr.  Lefkowitz and SML Family Investors LLC will be required
to participate  pro rata in any sale by Azimuth  Technologies,  L.P. and Azimuth
Tech. II LLC, unless otherwise agreed to by these entities.

Registration Rights

     On March 11,  2002,  Azimuth  Technologies,  L.P.,  Azimuth  Tech.  II LLC,
Messrs.  Frederick J. Iseman,  Joseph M. Kampf,  Carlton B. Crenshaw,  Thomas M.
Cogburn,  Seymour L. Moskowitz and Steven M. Lefkowitz, SML Family Investors LLC
and the Ferris  Family  1987 Trust and  certain  other  parties  named  therein,
entered into a  registration  rights  agreement (as amended,  the  "Registration
Rights  Agreement")  with us relating  to the shares of common  stock they hold.
Subject  to  several   exceptions,   including  our  right  to  defer  a  demand
registration  under certain  circumstances,  the Caxton-Iseman  Stockholders may
require that we register for public  resale under the Exchange Act all shares of
common stock they request be registered at any time after 180 days following our
IPO. The Caxton-Iseman Stockholders may demand five registrations so long as the
securities  being  registered  in each  registration  statement  are  reasonably
expected  to produce  aggregate  proceeds  of $5  million or more.  Since we are
eligible to register the sale of our  securities  on Form S-3 under the Exchange
Act, the Caxton-Iseman Stockholders have the right to require us to register the
sale of the common stock held by them on Form S-3,  subject to offering size and
other restrictions.  Messrs. Kampf, Crenshaw,  Cogburn, Moskowitz and Lefkowitz,
SML Family  Investors  LLC and the Ferris  Family  1987  Trust are  entitled  to
piggyback  registration rights with respect to any registration  request made by
the   Caxton-Iseman   Stockholders.   If  the  registration   requested  by  the
Caxton-Iseman  Stockholders is in the form of a firm underwritten  offering, and
if the  managing  underwriter  of the  offering  determines  that the  number of
securities  to be offered  would  jeopardize  the success of the  offering,  the
number of shares  included in the offering  shall be determined as follows:  (i)
first,  shares  offered by the  Caxton-Iseman  Stockholders  and Messrs.  Kampf,
Crenshaw, Cogburn, Moskowitz and Lefkowitz, SML Family Investors LLC, the Ferris
Family 1987 Trust and the other  participating  designated holders as defined in
the Registration Rights Agreement (pro rata, based on their respective ownership
of our common equity),  (ii) second,  shares offered by other  stockholders (pro
rata, based on their respective ownership of our common equity) and (iii) third,
shares  offered by us for our own account.  On September 3, 2003, we amended the
Registration  Rights  Agreement  to (i) allow  certain of our  stockholders  and
designated  holders under the Registration  Rights Agreement,  including Messrs.
Decker,  Kaminski,  Schehr,  Gurner, Dawson,  Heilman,  Johnson and Ream and Ms.
Centracchio,  to participate in future offerings and (ii) permit us to designate
certain other  management  stockholders  and directors to  participate in future
offerings.


<PAGE>


     In addition,  the  Caxton-Iseman  Stockholders,  Messrs.  Kampf,  Crenshaw,
Cogburn, Moskowitz and Lefkowitz, SML Family Investors LLC and the Ferris Family
1987  Trust and the other  designated  holders  under  the  Registration  Rights
Agreement have been granted piggyback rights on any registration for our account
or the  account  of  another  stockholder.  If the  managing  underwriter  in an
underwritten  offering  determines  that the number of  securities  offered in a
piggyback  registration would jeopardize the success of the offering, the number
of shares  included in the offering  shall be determined as follows:  (i) first,
shares  offered  by us for own  account,  (ii)  second,  shares  offered  by the
Caxton-Iseman  Stockholders,  Messrs. Kampf,  Crenshaw,  Cogburn,  Moskowitz and
Lefkowitz,  SML Family Investors LLC, the Ferris Family 1987 Trust and the other
participating  designated  holders under the Registration  Rights Agreement (pro
rata,  based on their  respective  ownership  of our common  equity),  and (iii)
third, shares offered by other stockholders (pro rata, based on their respective
ownership of our common equity).  In connection with these  registrations  under
the  Registration  Rights  Agreement,  we are required to indemnify  the selling
stockholders  and  bear  all  fees,  costs  and  expenses  (except  underwriting
discounts and selling commissions).

     Pursuant   to  our   registration   rights   agreement   with  the  selling
stockholders,  we will use our commercially reasonable efforts to keep the Shelf
Registration   Statement   continuously  effective  until  all  of  the  selling
stockholders'  shares of our common stock have been sold.  As of April 26, 2006,
no other offerings have been made pursuant to the Shelf Registration  Statement.
Our obligation to keep the Shelf Registration  Statement effective is subject to
specified, permitted exceptions, such as a good faith determination by our Board
of Directors  that the  registration  would  materially  interfere  with certain
activities  of ours.  In these  cases,  we may  suspend  offers and sales of the
shares of common stock pursuant to the Shelf Registration Statement.

Other Relationships

     The son of our President and Chief Executive Officer,  Joseph M. Kampf, has
been  employed by the Company as a Corporate  Development  Analyst since January
2003 and received an annual salary of $67,008 in 2005.

Item 14.   Principal Accountants Fees and Services

Audit Fees

     KPMG's  fees for the  Company's  2005 and 2004  annual  audit and review of
interim consolidated financial statements,  services rendered in connection with
our secondary  offering and shelf  registration,  as well as various  accounting
consultations, were $1,533,228 and $1,432,921,  respectively. Audit fees in 2004
(and 2005) include the audit of internal control over financial reporting.

Audit-Related Fees

     KPMG's fees for  audit-related  services in 2005 and 2004 were  $38,300 and
$28,800,  respectively.  These  services  included  pension  plan  audits,  debt
compliance certification, and acquisition due diligence.

Tax Fees

     KPMG's fees for federal,  state and foreign tax research and analysis,  tax
return  assistance  and due  diligence  tax  assistance  in 2005 and  2004  were
$144,036 and $189,261, respectively.

All Other Fees

     KPMG's  fees for all other  professional  services  rendered to the Company
during 2005 and 2004 were $0 and $49,764,  respectively  for  advisory  services
rendered  in  connection  with  management's  implementation  of  Sarbanes-Oxley
Section 404 requirements.

     The Audit  Committee  of the Board of  Directors  has  determined  that the
provision  of  services  by  KPMG  described  in  the  preceding  paragraphs  is
compatible  with  maintaining  KPMG's  independence  as the Company's  principal
accountant.

Policy on Pre-Approval

     The Audit Committee has adopted a policy of specific  pre-approval  for all
audit and non-audit services  performed by the independent  auditor as permitted
by Section  10A of the  Exchange  Act. A letter  describing  the  services to be
provided,  fees and other terms of  engagement  is submitted for each service in
advance of  commencement.  The  engagement  letter  supported  by the  Company's
recommendation is submitted to the Audit Committee Chairman for pre-approval.  A
summary of year-to-date audit and non-audit fees paid to the independent auditor
is reviewed by the Audit Committee at each scheduled Audit Committee meeting.

<PAGE>


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

ANTEON INTERNATIONAL CORPORATION

                                     By: /s/: Joseph M. Kampf
                                         ---------------------
                                          Joseph M. Kampf
                                          President and Chief Executive Officer
Date: April 28, 2006
---------------------


<PAGE>


                                  EXHIBIT INDEX


     31.1      Certification  of the Chief  Executive  Officer  pursuant to Rule
               13a-14 of the Exchange Act, as adopted pursuant to Section 302 of
               the Sarbanes-Oxley Act of 2002 (filed herewith).
     31.2      Certification  of the Chief  Financial  Officer  pursuant to Rule
               13a-14 of the Exchange Act, as adopted pursuant to Section 302 of
               the Sarbanes-Oxley Act of 2002 (filed herewith).
     32.1      Certification  of the Chief  Executive  Officer  pursuant to Rule
               13a-14(b)  of the  Exchange Act and 18 U.S.C.  Section  1350,  as
               adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
               (furnished herewith).
     32.2      Certification  of the Chief  Financial  Officer  pursuant to Rule
               13a-14(b)  of the  Exchange Act and 18 U.S.C.  Section  1350,  as
               adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
               (furnished herewith).