UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   --------

                                   FORM 10-K/A

                  Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                       For Fiscal Year Ended June 30, 1998

                                 AMENDMENT NO. 1

                             GRC International, Inc.
                             -----------------------
             (Exact name of registrant as specified in its charter)

The  undersigned   registrant  hereby  amends  the  following  items,  financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
Fiscal  Year  Ended June 30,  1998 (the  "Form  10-K") as set forth in the pages
attached hereto:

Exhibit 3.2:  The Company's Bylaws

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf of the
undersigned hereunto duly authorized.


                                                GRC INTERNATIONAL, INC.



Date: September 22, 1998                        By: /s/ Timothy C. Halsey
                                                    --------------------------
                                                    Timothy C. Halsey
                                                    Controller,
                                                    (Acting) Chief Financial
                                                      Officer & (Acting) Chief
                                                      Accounting Officer

<PAGE>

                                   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 report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                                GRC INTERNATIONAL INC.



Date: September 22, 1998                        By: /s/ Gary Denman
      ------------------                           -----------------------------
                                                   Gary Denman
                                                   President and Chief Executive
                                                     Officer


                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints Timothy C. Halsey his  attorney-in-fact,
with the power of substitution,  for him in any and all capacities,  to sign any
amendments to this Report, and to file the same, with exhibits thereto and other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby  ratifying  and  confirming  all  that  said  attorney-in-fact,   or  his
substitute or substitutes, may do or cause to be done by virtue hereof.

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


Date: September 22, 1998                      By: /s/ Gary Denman
      ------------------                          ------------------------------
                                                  Gary Denman
                                                  President and Chief Executive
                                                    Officer


Date: September 22, 1998                      By: /s/ Timothy C. Halsey
      ------------------                           -----------------------------
                                                   Timothy C. Halsey
                                                   Controller,
                                                   (Acting) Chief Financial
                                                     Officer & (Acting) Chief
                                                     Accounting Officer

<PAGE>

Date: September 22, 1998                     By: /s/ Joseph R. Wright, Jr. *
      ------------------                         -------------------------------
                                                 Joseph R. Wright, Jr., Chairman
                                                   of the Board of Directors


Date: September 22, 1998                     By: /s/ Peter A. Cohen *
      ------------------                         -------------------------------
                                                 Peter A. Cohen, Vice Chairman
                                                   of the Board of Directors


Date: September 22, 1998                      By: /s/ H. Furlong Baldwin *
      ------------------                          ------------------------------
                                                  H. Furlong Baldwin, Director


Date: September 22, 1998                      By: /s/ Frank J.A. Cilluffo *
      ------------------                          ------------------------------
                                                  Frank J.A. Cilluffo, Director


Date: September 22, 1998                      By: /s/ Leslie B. Disharoon *
      ------------------                          ------------------------------
                                                  Leslie B. Disharoon, Director


Date: September 22, 1998                      By: /s/ Charles H.P. Duell *
      ------------------                          ------------------------------
                                                  Charles H.P. Duell, Director


Date: September 22, 1998                      By: /s/ Edward C. Meyer *
      ------------------                          ------------------------------
                                                  Edward C. Meyer, Director


Date: September 22, 1998                      By: /s/ George R. Packard *
      ------------------                          ------------------------------
                                                  George R. Packard, Director


Date: September 22, 1998                      By: /s/ Herbert Rabin *
      ------------------                          ------------------------------
                                                  Herbert Rabin, Director


Date: September 22, 1998                      By: /s/ Jim Roth *
      ------------------                          ------------------------------
                                                  Jim Roth, Director


Date: September 22, 1998                      By: /s/ E. Kirby Warren *
      ------------------                          ------------------------------
                                                  E. Kirby Warren, Director

* /s/ Timothy C. Halsey
-----------------------
Timothy C. Halsey
Power of Attorney

<PAGE>

                                INDEX TO EXHIBITS
                  (Exhibit Numbers correspond to Exhibit Table,
                            Regulation S-K, Item 601)
<TABLE>
<CAPTION>
Exhibit
Number                                                                                           Page
<S>            <C>                                                                               <C>
3.1            Restated Certificate of Incorporation  (incorporated by reference
               to Exhibit 3.1 to the 1994 Form 10-K)

3.2            Bylaws                                                                            -----

10.1*          1985  Employee  Stock Option Plan  (incorporated  by reference to
               Exhibit 10.1 to the 1996 Form 10-K)

10.2*          1994 Employee Option Plan  (incorporated  by reference to Exhibit
               10.2 to the 1997 Form 10-K)

10.3*          1996 Officers Stock Option Plan                                                   -----

10.4*          1998 Option Plan                                                                  -----

10.5*          Cash Compensation  Replacement Plan (incorporated by reference to
               Exhibit 10.4 to the 1997 Form 10-K)

10.6*          Incentive Compensation Plan (incorporated by reference to Exhibit
               10.7 to the 1995 Form 10-K)

10.7*          Directors  Fee  Replacement  Plan  (incorporated  by reference to
               Exhibit 10.6 to the 1997 Form 10-K)

10.8*          Directors  Phantom  Stock  Plan  (incorporated  by  reference  to
               Exhibit 10.7 to the 1996 Form 10-K)

10.9*          Directors  Retirement Plan  (incorporated by reference to Exhibit
               10.8 to the 1997 Form 10-K)

10.10          Amended and  Restated  Revolving  Credit and Term Loan  Agreement
               ("Loan Agreement"), with Exhibits, with Mercantile-Safe Deposit &
               Trust  Company  ("Mercantile"),  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  (incorporated by reference to Exhibit 10.9 to the 1996 Form
               10-K)

10.11          Fourth  Confirmation and Amendment dated February 7, 1997 to Loan
               Agreement  between the Company and  Mercantile  (incorporated  by
               reference  to  Exhibit  10.1 to the  Company's  Form 10-Q for the
               quarter ended December 31, 1996)
<PAGE>

10.12          Fifth  Confirmation  and  Amendment  dated April 30, 1997 to Loan
               Agreement  between the Company and  Mercantile  (incorporated  by
               reference  to  Exhibit  10.1 to the  Company's  Form 10-Q for the
               quarter ended March 31, 1997)

10.13          Sixth  Confirmation  and  Amendment  dated  May 13,  1997 to Loan
               Agreement  between the Company and  Mercantile  (incorporated  by
               reference  to  Exhibit  10.2 to the  Company's  Form 10-Q for the
               quarter ended March 31, 1997)

10.14          Third Allonge to Secured Note (Commercial) of GRC  International,
               Inc. to Mercantile-Safe  Deposit & Trust Company in the Principal
               Amounts of $2,200,000  dated  February 12, 1996;  $400,000  dated
               March 8, 1996; and $2,600,000 dated June 7, 1996                               -----

10.15          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)

10.16          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)

10.17          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)

10.18          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)

10.19          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)

10.20*         Employment Agreement between the Company and Jim Roth dated as of
               July 1, 1995  (incorporated  by reference to Exhibit 10.16 to the
               1996 Form 10-K)

10.21*         Amendment Number One to Employment  Agreement between the Company
               and Jim Roth dated as of June 30, 1998                                         -----

10.22*         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)
<PAGE>

10.23*         Amendment to Deed of Trust Note dated as of March 26, 1998                     -----

10.24*         Independent Contractor Agreement dated as of July 1, 1998 between
               the Company and Jim Roth                                                       -----

10.25*         Employment Agreement between the Company and Gary L. Denman                    -----

10.26*         Form of  Employment  Agreement for Thomas E. McCabe and Ronald B.
               Alexander                                                                      -----

10.27*         Form of  Employment  Agreement for James L. Selsor and Michael G.
               Stolarik                                                                       -----

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

10.29          First and Second Amendments to Building Lease between the Company
               and Bermant  Development  Company  (incorporated  by reference to
               Exhibit 10.23 to the 1997 Form 10-K)

10.30          Convertible Securities Subscription Agreement dated as of January
               21, 1997 between the Company and Halifax Fund,  L.P.  ("Halifax")
               (incorporated  by reference to Exhibit 10.2 to the Company's Form
               10-Q for the quarter ended December 31, 1996)

10.31          $4,000,000  5%  Convertible  Debenture  Due January 30, 2000 (the
               "Debenture")  issued by the Company to Halifax  (incorporated  by
               reference  to  Exhibit  10.3 to the  Company's  Form 10-Q for the
               quarter ended December 31, 1996)

10.32          320,000 Share Common Stock Purchase Warrant issued by the Company
               to Halifax in  connection  with the  Debenture  (incorporated  by
               reference  to  Exhibit  10.4 to the  Company's  Form 10-Q for the
               quarter ended December 31, 1996)

10.33          Registration  Rights  Agreement  dated  as of  January  30,  1997
               between  the  Company  and  Halifax  relating  to  the  Debenture
               (incorporated  by reference to Exhibit 10.5 to the Company's Form
               10-Q for the quarter ended December 31, 1996)

10.34          Structured Equity Line Flexible Financing Agreement ("Equity Line
               Agreement") dated as of January 21, 1997 (amended and restated as
               of August  26,  1998)  between  the  Company  and  Cripple  Creek
               Securities, LLC ("Cripple Creek")
<PAGE>

10.35          125,000 Share Common Stock Purchase Warrant issued by the Company
               to Cripple  Creek in  connection  with the Equity Line  Agreement
               (incorporated  by reference to Exhibit 10.7 to the Company's Form
               10-Q for the quarter ended December 31, 1996)

10.36          Registration  Rights  Agreement  dated  as of  January  30,  1997
               between the Company and Cripple Creek relating to the Equity Line
               Agreement  (incorporated  by  reference  to  Exhibit  10.8 to the
               Company's Form 10-Q for the quarter ended December 31, 1996)

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.
</TABLE>