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                                 UNITED STATES
                                   SECURITIES
                            AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                    
                                  FORM 10-K/A
                                Amendment No. 1      

(Mark One)      Annual Report Pursuant to Section 13 or 15(d)
  [X]             of the Securities Exchange Act of 1934 [Fee Required]
                      For Fiscal Year Ended June 30, 1996

                                       OR

  [  ]           Transition Report Pursuant to Section 13 or 15(d) of the
               Securities Exchange Act of 1934 [No Fee Required]
                 For the Transition Period From ..... to .....

                      Registrant, State of Incorporation,
                          Address and Telephone Number
                          ----------------------------

                            GRC INTERNATIONAL, INC.
                            (a Delaware Corporation)
Commission                    1900 Gallows Road              I.R.S. Employer
  File No.                   Vienna, Virginia  22182       Identification No.
------------                                               ------------------
  1-7517                         (703) 506-5000                95-2131929

          Securities registered pursuant to Section 12(b) of the Act:
  
                                                       Name of each exchange on
          Title of each class                              which registered
          -------------------                          ------------------------
      Common Stock, $.10 par value                      New York Stock Exchange
                                                         Pacific Stock Exchange

          Securities registered pursuant to Section 12(g) of the Act:

                                      None
                                (Title of Class)

      Indicate by check mark whether the Registrant (1) has filed all reports
required 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 report(s), and (2) has been subject to such filing
requirements for the past 90 days.
YES  X   NO   .
   ---     ---    

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K 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.  [    ]

      As of July 31, 1996, the aggregate market value of the Registrant's voting
common stock held by non-affiliates was $123,733,700.  As of July 31, 1996,
there were 9,291,203 shares of the Registrant's $.10 par value common stock
outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

      Portions of the Corporation's 1996 Annual Report to Stockholders for the
year ended June 30, 1996 are incorporated by reference into Parts I and II of
this report.



      Portions of the Proxy Statement for the Corporation's 1996 Annual Meeting
of Shareholders are incorporated by reference into Part III of this report.  The
Proxy Statement shall be filed in accordance with the rules of the Commission
within 120 days after the close of the fiscal year to which this report
pertains.

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                               EXPLANATORY NOTE
                               ----------------

        This Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K
for the year ended June 30, 1996 (the "Form 10-K") hereby amends the Form 10-K
to include the exhibits filed herewith as indicated on the exhibit index.     
 
                                   SIGNATURES
                                   ----------

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

                                         GRC INTERNATIONAL INC.


          
     Date: October 1, 1996              By: /s/ Jim Roth
           ---------------                  -----------------------------
                                            Jim Roth
                                            President and Chief Executive
                                             Office, and Director     


             

          Pursuant to the Securities and Exchange Act of 1934, this Amendment
     has been signed below by the following persons on behalf of the Registrant
     and in the capacities and on the dates indicated:     

         
     Date: October 1, 1996             By: /s/ Jim Roth
           ---------------                 -------------------------------
                                           Jim Roth
                                           President and Chief Executive
                                            Officer, and Director     

         
     Date: October 1, 1996             By: /s/ Ronald B. Alexander
           ---------------                 -------------------------------
                                           Ronald B. Alexander
                                           Senior Vice President-Finance,
                                            Chief Financial Officer and
                                            Treasurer     

         
     Date: October 1, 1996             By: /s/ H. Furlong Baldwin
           ---------------                 -------------------------------
                                           H. Furlong Baldwin, Director*
                                           *by Ronald B. Alexander
                                           pursuant to Power of Attorney     
         
     Date: October 1, 1996             By: /s/ Leslie B. Disharoon
           ---------------                 -------------------------------
                                           Leslie B. Disharoon, Director*
                                           *by Ronald B. Alexander
                                           pursuant to Power of Attorney     

                                       41
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     Date: October 1, 1996             By: /s/ Charles H.P. Duell
           ---------------                 -------------------------------
                                           Charles H.P. Duell, Director*
                                           *by Ronald B. Alexander
                                           pursuant to Power of Attorney       
                                                                               
     Date: October 1, 1996             By: /s/ Edward C. Meyer                 
           ---------------                 -------------------------------     
                                           Edward C. Meyer, Chairman*           
                                            of the Board                      
                                           *by Ronald B. Alexander         
                                           pursuant to Power of Attorney      
                                                                               
     Date: October 1, 1996             By: /s/ George R. Packard               
           ---------------                 -------------------------------     
                                           George R. Packard, Director*         
                                           *by Ronald B. Alexander            
                                           pursuant to Power of Attorney       
                                                                               
     Date: October 1, 1996             By: /s/ Herbert Rabin                   
           ---------------                 -------------------------------     
                                           Herbert Rabin, Director*             
                                           *by Ronald B. Alexander            
                                           pursuant to Power of Attorney       
                                                                               
     Date: October 1, 1996             By: /s/ Harris W. Seed                  
           ---------------                 -------------------------------     
                                           Harris W. Seed, Director*            
                                            and Assistant Secretary           
                                           *by Ronald B. Alexander         
                                           pursuant to Power of Attorney      
                                                                               
     Date: October 1, 1996             By: /s/ E. Kirby Warren                 
           ---------------                 -------------------------------     
                                           E. Kirby Warren, Director*           
                                           *by Ronald B. Alexander            
                                           pursuant to Power of Attorney       
                                                                               
     Date: October 1, 1996             By: /s/ Joseph R. Wright, Jr.           
           ---------------                 -------------------------------     
                                           Joseph R. Wright, Jr., Director*     
                                           *by Ronald B. Alexander            
                                           pursuant to Power of Attorney       

                                       42
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                               INDEX TO EXHIBITS
                 (Exhibit Numbers correspond to Exhibit Table,
                           Regulation S-K, Item 601)

Exhibit
Number                  
------                  

 3.1      Restated Certificate of Incorporation (incorporated by reference to
          Exhibit 3.1 to the 1994 Form 10-K)

 3.2      Bylaws (incorporated by reference to Exhibit 3.2 to the 1995 Form 
          10-K)

10.1*     1985 Employee Stock Option Plan
    
10.2*+    1994 Employee Option Plan      

10.3*     Officers Stock Option Plan
    
10.4*+    Cash Compensation Replacement Plan      

10.5*     Incentive Compensation Plan (incorporated by reference to Exhibit 10.7
          to the 1995 Form 10-K)
              
10.6*+    Directors Fee Replacement Plan      

10.7*+    Directors Phantom Stock Plan

10.8*+    Directors Retirement Plan

10.9+     Amended and Restated Revolving Credit and Term Loan Agreement, with
          Exhibits, with Mercantile-Safe Deposit & Trust Company, dated as of
          February 12, 1996, First Confirmation and Amendment thereto dated May
          15, 1996, Second Confirmation and Amendment thereto dated July 18,
          1996, and Third Confirmation and Amendment thereto dated September 24,
          1996      

10.10     Lease Agreement dated as of June 30, 1989, with Exhibits, between the
          Company and Centennial III Limited Partnership (incorporated by
          reference to Exhibit 10.17 to the 1989 Form 10-K)

10.11     Lease Amendment No. 1, with Exhibits, to Lease between the Company and
          Centennial III Limited Partnership (incorporated by reference to
          Exhibit 10.6 to the 1990 Form 10-K)

10.12     Lease Amendments Nos. 2, 3, 4 and 5 to Lease between the Company and
          Richmond Land Corporation (as successor to Centennial III Limited
          Partnership) (incorporated by referenced to Exhibit 10.12 to the 1994
          Form 10-K)
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10.13     Lease Amendment No. 6 to Lease between the Company and Richmond Land
          Corporation (as successor to Centennial III Limited Partnership)
          (incorporated by referenced to Exhibit 10.13 to the 1995 Form 10-K)

10.14     Amended and Restated Rights Agreement dated June 30, 1995 between the
          Company and the American Stock Transfer & Trust Company (incorporated
          by referenced to Exhibit 10.14 to the 1995 Form 10-K)
    
10.15*+   Employment Agreement between the Company and Jim Roth     
    
10.16*    Note dated July 9, 1992, and Deed of Trust dated as of August 11,
          1993, by and between the Company and Jim Roth (incorporated by
          reference to Exhibit 10.15 to the 1994 Form 10-K)

10.17*+   Employment Agreement between the Company and Gary L. Denman

10.18*+   Employment Agreement between the Company and James P. McCoy

10.19*+   Employment Agreement between the Company and Thomas E. McCabe

10.20*+   Employment Agreement between the Company and Clifford C. Bream

10.21*+   Employment Agreement between the Company and Ronald B. Alexander     

10.22     Purchase and Sale Agreement and Joint Escrow Instructions between
          General Research Corporation and Bermant Development Company
          (incorporated by reference to Exhibit 10.19 to the 1995 Form 10-K)

10.23     First Amendment to Purchase and Sale Agreement and Joint Escrow
          Instructions between General Research Corporation and Bermant
          Development Company (incorporated by reference to Exhibit 10.20 to the
          1995 Form 10-K)

10.24     Building Lease between the Company and Bermant Development Company
          (incorporated by reference to Exhibit 10.21 to the 1995 Form 10-K)

10.25     Interim Lease between the Company and Bermant Development Company
          (incorporated by reference to Exhibit 10.22 to the 1995 Form 10-K)
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10.26+    Patent Application Assignment and Royalty Agreement dated as of
          October 15, 1993, by and among the Company (as successor to SWL Inc.),
          Robert E. Pfister and William D. Kight     
    
11+       Statement of Computation of Earnings Per Share     
    
21+       Subsidiaries of the Registrant     

23        Consent of Deloitte & Touche LLP (included on Page 43 of Form 10-K)
    
24        Powers of Attorney (included as a part of signature pages to the 
          Form 10-K)     

27        Financial Data Schedule

*Indicates management contract or compensatory plan.
    
+Filed herewith.