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                                                                  EXHIBIT 10(l)



                 SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
                        2001 EMPLOYEE STOCK PURCHASE PLAN

1.      PURPOSE.

        Science Applications International Corporation (the "Company") hereby
establishes the Science Applications International Corporation 2001 Employee
Stock Purchase Plan (the "Plan"). The purpose of the Plan is to secure for the
Company and its stockholders the benefits inherent in the ownership of capital
stock of the Company by employees of the Company and its subsidiaries. The Plan
is intended to provide to all eligible employees of the Company and designated
subsidiaries an opportunity to purchase shares of Class A Common Stock through
payroll deductions. The Plan encompasses two components. One component
constitutes a plan designed to comply with Section 423(b) of the Code ("423
Component"), such that the shares purchased thereunder will qualify for the
favorable tax treatment under Sections 423(a) and 421(a) of the Code. The second
component, which shall apply to employees of Subsidiaries which do not fall
within the definition of "subsidiary corporation" in Section 424(f) of the Code,
constitutes a plan ("non-423 Component") which provides for the purchase of
shares which do not qualify for the favorable tax treatment under Sections
423(a) and 421(a) of the Code.

2.      DEFINITIONS.

        (a)     "Agent" shall mean the Agent for the Plan and shall be either
                the Company or its designee.

        (b)     "Board" shall mean the Board of Directors of the Company.

        (c)     "Code" shall mean the Internal Revenue Code of 1986, as amended.

        (d)     "Committee" shall mean the Company's Employee Stock Purchase
                Committee responsible for administering the Plan.

        (e)     "Company Percent" shall mean the percent of the purchase price
                contributed by the Company pursuant to the provisions of Section
                11. The Company Percent shall be from zero percent (0%) to
                fifteen percent (15%) and shall be fifteen percent (15%) until
                changed by the Committee.

        (f)     "Formula Price" shall mean the formula price as defined in the
                Company's Restated Certificate of Incorporation.

        (g)     "Limited Market" shall mean the limited secondary market
                maintained by Bull, Inc., a wholly-owned subsidiary of the
                Company.



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        (h)     "Participant Percent" shall mean the difference between one
                hundred percent and the Company Percent.

        (i)     "Plan Year" shall mean February 1 through January 31 of each
                year.

        (j)     "Subsidiary" as used in the non-423 Component of the Plan means
                any entity in which the Company has an equity ownership
                interest. For purposes of the 423 Component of the Plan,
                Subsidiary means any corporation (other than the Company) in an
                unbroken chain of corporations beginning with the Company if
                each of the corporations, other than the last corporation in
                such chain, owns at least fifty percent (50%) of the total
                voting power in one of the other corporations in such chain.

3.      STOCK SUBJECT TO THE PLAN.

        The capital stock which may be purchased under the Plan is the Class A
Common Stock, par value $.01 per share (the "Common Stock"), of the Company,
which may be either authorized and unissued shares or issued shares. The Common
Stock purchased by the Agent for employee stock purchase accounts under the Plan
shall be subject to the terms, conditions and restrictions as set forth in the
Plan, as well as restrictions set forth in the Company's Restated Certificate of
Incorporation. The number of shares of Common Stock for issuance under the Plan
shall be equal to the sum of the following: (a) 6,000,000 shares of Common Stock
and (b) the number of shares of Common Stock available for issuance under the
1998 Employee Stock Purchase Plan as of the Effective Date, following which date
no further shares will be offered or sold under the 1998 Employee Stock Purchase
Plan.

4.      ADMINISTRATION.

        (a)     The Plan shall be administered by the Committee. The Committee
                shall have the number of members as determined by the Board with
                a minimum of two members. The members of the Committee shall be
                appointed by and serve at the discretion of the Board. Each such
                Committee member shall be a stockholder of the Company and may
                be a director. Vacancies occurring in the membership of the
                Committee shall be filled by appointment of the Board.

        (b)     Subject to the provisions of the Plan, the Committee shall have
                the authority, in its discretion and on behalf of the Company:

                (i)     to determine and change from time to time the Company
                        Percent;

                (ii)    to prescribe, amend and rescind rules and regulations
                        relating to the Plan;



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                (iii)   to prescribe forms for carrying out the provisions and
                        purposes of the Plan;

                (iv)    to interpret the Plan; and

                (v)     to make all other determinations deemed necessary or
                        advisable for the administration of the Plan, including
                        factual determinations.

        (c)     In exercising its authority, the Committee shall have the
                broadest possible discretion and the Committee's determinations
                under the Plan made in good faith shall be binding and
                conclusive on participating employees and other persons claiming
                entitlements under the Plan. In no event shall a Committee
                determination with respect to a particular employee or provision
                of the Plan be binding with respect to any other employee (even
                if similarly situated) nor with respect to any future
                determinations regarding the same or other provisions of the
                Plan. No member of the Committee shall be liable for any action
                or determination in respect thereto, if made in good faith.

        (d)     A majority of the Committee shall constitute a quorum. The acts
                of the majority of the members present at any meeting at which a
                quorum is present, or acts approved in writing by all of the
                members, shall be the acts of the Committee.

5.      ELIGIBILITY.

        (a)     Subject to the terms, provisions and conditions of the Plan,
                each employee of the Company or of a participating Subsidiary of
                the Company shall be eligible to participate in the Plan except
                for an employee who owns capital stock having five percent (5%)
                or more of the total combined voting power or value of all
                classes of capital stock of the Company or its Subsidiaries. The
                Subsidiaries whose employees may participate in the 423
                Component of the Plan shall be designated from time to time by
                the Committee. The Committee may also impose additional
                eligibility requirements consistent with Section 423(b) of the
                Code. The Committee's determination of the status of an
                individual as an employee eligible to participate in the Plan
                for a particular purchase date or period shall be final, binding
                and conclusive, regardless of a subsequent reclassification or
                change in status.

        (b)     The Subsidiaries whose employees may participate in the non-423
                Component of the Plan shall be designated from time to time by
                the Committee. The Committee, in its sole discretion, shall have
                the power and authority to modify the eligibility for, and terms
                and conditions of, participation in the Plan by employees of
                such Subsidiaries and to establish subplans, which need not
                qualify under Section 423 of the Code, modified Plan procedures
                and other terms and procedures to the extent such actions are
                deemed necessary or desirable by the Committee. Participation in
                the



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                Plan by employees of such Subsidiaries and the offer and
                purchase of Common Stock by such employees shall not be
                considered part of, or pursuant to, a Code Section 423 plan.

        (c)     An employee shall cease to be eligible to participate in the
                Plan (i) upon termination of employment with the Company or a
                Subsidiary thereof, whether by death, total disability,
                retirement or otherwise, (ii) upon a change in employment status
                to Leave of Absence pursuant to the terms of the Company's
                Administrative Policy No. B-11 "Unpaid Personal Leave of
                Absence," unless the participant is on Medical Leave (as
                hereinafter defined), or (iii) upon transfer to a Subsidiary of
                the Company which has not been designated by the Committee as
                eligible for participation. An employee shall again become
                eligible to participate in the Plan as of the date of such
                person's re-employment by the Company or by a participating
                Subsidiary. For purposes of this Section 5(c), "Medical Leave"
                shall be defined as a leave of absence for medical reasons which
                shall begin after ninety-one (91) consecutive calendar days of
                total disability leave and shall remain in effect until the
                earlier of a release by the attending physician for the employee
                to return to work or until the termination of employment.

        (d)     No employee shall be entitled to purchase shares of Common Stock
                with a fair market value (measured as of its purchase date) of
                more than twenty-five thousand dollars ($25,000.00) in any
                calendar year pursuant to the Plan and any other "employee stock
                purchase plan" (as such term is defined in Section 423(b) of the
                Code and regulations issued thereunder) of the Company or any of
                its Subsidiaries, or at any other rate of purchase that exceeds
                the rate allowed for plans qualifying under Section 423(b) of
                the Code.

6.      PARTICIPATION IN THE PLAN.

        (a)     An eligible employee may enter the Plan at any time prior to its
                termination by completing a payroll deduction authorization form
                and delivering such form in the manner prescribed by the
                Committee. Alternatively, the Committee may prescribe or permit
                electronic enrollment procedures. The employee's payroll
                deduction authorization shall authorize regular payroll
                deductions from the employee's compensation.

        (b)     The participating employee's payroll deduction authorization
                shall also designate the Company or the Company's designee to be
                Agent for participating employees with respect to all stock
                certificates for shares purchased under the Plan. All such stock
                certificates representing shares purchased for such
                participating employees shall be delivered to and held by the
                Agent. Prior to any record date established by the Company for
                any vote of its stockholders, the Agent shall distribute to each
                participant a stock certificate representing all shares
                purchased under the Plan and not yet



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                distributed to the participant. Alternatively, the Committee may
                prescribe or authorize bookkeeping entry or electronic recording
                of share ownership.

        (c)     A participating employee suffering from financial hardship shall
                be eligible to apply to the Committee for an early distribution
                of such employee's interest in the Plan. The decision for an
                early distribution based upon financial hardship shall be at the
                sole discretion of the Committee. As soon as practicable after
                the approval of an early distribution to an employee based upon
                financial hardship, the Agent shall distribute to the employee
                all cash credited to his or her stock purchase account and shall
                release all shares credited to his or her stock purchase
                account.

7.      PAYROLL DEDUCTIONS.

        (a)     Payroll deductions for employees shall be in an amount specified
                by the employee in his or her payroll deduction authorization,
                but not less than one percent (1%) nor more than ten percent
                (10%) of his or her compensation, expressed as a whole
                percentage of such compensation. Compensation as used herein
                shall be as defined by the Committee; provided, however, it
                shall include the regular wages, salary or commissions paid to
                the employee. Payroll deductions shall be credited to the stock
                purchase account to be maintained for each participating
                employee.

        (b)     A participating employee may at any time increase or decrease
                the amount of his or her payroll deduction (within the minimum
                and maximum limits provided for in Section 7(a) above) by
                delivering or providing a new payroll deduction authorization in
                the manner prescribed by the Committee. The change shall become
                effective as soon as practicable after delivery or provision of
                the payroll deduction authorization.

8.      STOCK PURCHASE ACCOUNTS.

        (a)     Amounts credited to a participating employee's stock purchase
                account may not be assigned, transferred, pledged, hypothecated
                or otherwise disposed of in any way by a participating employee
                other than by will or the laws of descent and distribution and
                any attempt to do so shall be null and void and without effect.

        (b)     No interest will be paid on the amounts credited to a
                participating employee's stock purchase account, unless required
                by applicable law.

9.      PURCHASE PRICE OF SHARES.

        Unless otherwise determined by the Board of Directors, the purchase
price of each share of Common Stock purchased under the Plan shall be the
"Formula Price" in effect as of the date of purchase.



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10.     PURCHASE OF SHARES.

        (a)     Shares will be purchased by the Agent in the Limited Market or
                shares will be issued by the Company from the remaining balance
                of those shares reserved for issuance under Section 3 of the
                Plan.

        (b)     Stock purchases shall be made on predetermined purchase dates
                established by the Committee which may coincide with the dates
                that trades are conducted for the Limited Market by Bull, Inc.
                If on any purchase date a participating employee has sufficient
                funds credited to his or her stock purchase account to pay the
                Participant Percent of the purchase price of one or more whole
                shares of Common Stock, the Agent shall then purchase such
                number of shares at the applicable price per share. The
                employee's stock purchase account thereupon shall be charged
                with the Participant Percent of the purchase price of such
                shares. Only whole shares may be purchased. Any balance
                remaining in the participating employee's stock purchase account
                will remain in such stock purchase account and be treated as
                part of the accumulations for the succeeding purchase date.

        (c)     With respect to both newly issued shares of Common Stock which
                are purchased for the account of participating employees under
                the Plan and shares so purchased on the Limited Market, a stock
                certificate will be issued in the name of the Agent and held by
                the Agent in accordance with Section 6 of the Plan.
                Notwithstanding that such stock certificates are held by the
                Agent for participating employees, each participant shall have
                all the rights and privileges of a stockholder with respect to
                the shares purchased for the participating employee's account,
                subject to the provisions of Sections 6 and 10(d).
                Alternatively, the Committee may prescribe or authorize
                bookkeeping entry or electronic recording of share ownership.

        (d)     Shares purchased pursuant to the Plan may not be sold,
                transferred, pledged as collateral or in any way encumbered for
                so long as the stock certificates are held by the Agent.

11.     COMPANY CONTRIBUTIONS.

        The Company shall contribute the Company Percent of the purchase price
of each share of Common Stock purchased under the Plan. On each purchase date,
the Company will, through the Agent and under the direction of the Committee,
pay the Company Percent of the purchase price of each share purchased by the
Agent, whether purchased in the Limited Market or as a newly issued share. No
contribution shall be made by the Company into an employee's stock purchase
account.



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12.     TERMINATION OF PARTICIPATION AND RE-ENTRY.

        (a)     An employee may terminate participation in the Plan at any time
                by completing a payroll deduction authorization form and
                delivering such form in the manner prescribed by the Committee.
                Alternatively, the Committee may prescribe or permit electronic
                procedures for such changes. Such employee's participation in
                the Plan shall terminate as soon as practicable upon receipt of
                the payroll deduction authorization by the Company. An employee
                who terminates participation in the Plan pursuant to this
                Section 12(a) shall not be eligible to reenter the Plan until
                the first business day of the following Plan Year.

        (b)     In the event that a participating employee ceases to be eligible
                to participate in the Plan as described in Section 5(c) or
                terminates participation in the Plan or the Plan terminates or
                is terminated, any cash credited to such employee's stock
                purchase account will be distributed to the participating
                employee, or in the event of the death of the participating
                employee, to his or her estate. Any shares held by the Agent for
                an employee whose employment with the Company or a Subsidiary
                thereof is terminated will be released by the Agent to the
                employee for repurchase by the Company pursuant to the
                provisions of Article Fourth of the Company's Restated
                Certificate of Incorporation or pursuant to the provisions of
                any applicable agreement.

13.     GOVERNMENT AND STOCK EXCHANGE REGULATIONS.

        The Company shall not be required to sell or deliver any shares of
Common Stock under the Plan unless and until the Company has fully complied with
any then applicable requirements of the Securities and Exchange Commission,
state securities commissions, or other regulatory agencies having jurisdiction,
and of any exchanges upon which Common Stock of the Company may be listed. The
Company shall not be obligated to obtain any required licenses or to register
any Common Stock to permit purchases of Common Stock under the Plan.

14.     APPLICATION OF FUNDS.

        All funds received by the Company under the Plan as a result of the sale
of newly issued shares of Common Stock under the Plan may be used for any
corporate purpose.

15.     RECAPITALIZATION.

        In the event any change, such as a stock split, reverse stock split or
stock dividend, is made in the Company's capitalization which results in an
adjustment in the number of shares of capital stock outstanding without receipt
of consideration by the Company, appropriate adjustment, as determined by the
Committee in its discretion, shall be made in



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the number of shares reserved for issuance as provided in Section 3 of the Plan
and in the number of shares allocated to an employee under the Plan.

16.     WITHHOLDING.

        The Company shall be entitled to make appropriate arrangements to comply
with any withholding requirements imposed by federal, state, foreign or local
law with respect to the purchase or disposition of shares of Common Stock under
the Plan, including, without limitation, payroll withholding or withholding from
proceeds of a disposition of shares of Common Stock acquired under the Plan.

17.     NO EMPLOYMENT OBLIGATION.

        An employee's employment with the Company or a Subsidiary is not for any
specified term and may be terminated by such employee or by the Company or a
Subsidiary at any time, for any reason, with or without cause. Nothing in this
Plan shall confer upon any employee any right to continue in the employ of, or
affiliation with, the Company or a Subsidiary nor constitute any promise or
commitment by the Company or a Subsidiary regarding future positions, future
work assignments, future compensation or any other term or condition of
employment or affiliation.

18.     AMENDMENT OF THE PLAN.

        The Board or the Operating Committee of the Board may at any time
suspend or terminate the Plan and may at any time or from time to time amend the
Plan in such respects as the Board or the Operating Committee may deem advisable
in order that the Plan shall conform to any change in the law, or in any other
respect which the Board or the Operating Committee may deem to be in the best
interest of the Company; provided, however, no such amendment of the Plan shall,
without the approval of a majority of the voting power of the capital stock of
the Company present or represented and entitled to vote at a duly constituted
meeting of stockholders, (a) increase the maximum number of shares available for
purchase under the Plan, except as provided in Section 15, or (b) deny a
participating employee the right to withdraw from the Plan and obtain the
balance of any monies held in the participating employee's stock purchase
account.

19.     NO IMPLIED RIGHTS OR OBLIGATIONS.

        The Company, in establishing and maintaining this Plan as a voluntary
and unilateral undertaking, expressly disavows the creation of any rights in
participating employees or others claiming entitlements under the Plan or any
obligations on the part of the Company, any Subsidiary, the Agent or the
Committee, except as expressly provided herein.



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20.     EMPLOYEES BASED OUTSIDE OF THE UNITED STATES.

        Notwithstanding any provisions of the Plan to the contrary, in order to
foster and promote achievement of the purposes of the Plan or to comply with
provisions of laws or regulations in other countries in which the Company or a
participating Subsidiary operates or has employees, the Committee, in its sole
discretion, shall have the power and authority to modify the eligibility for,
and terms and conditions of, participation in the Plan by employees employed
outside the United States and to establish subplans, modified Plan procedures
and other terms and procedures to the extent such actions are deemed necessary
or desirable.

21.     EFFECTIVE DATE AND TERMINATION OF THE PLAN.

        (a)     The Effective Date of the Plan shall be July 31, 2001.

        (b)     Unless the Plan shall have been previously terminated by the
                Board, the Plan shall terminate on July 31, 2004. In any case,
                termination shall be deemed to be effective as of the close of
                business on the day of termination.

22.     GOVERNING LAW.

        The Plan shall be construed in accordance with and governed by the laws
of the State of Delaware.



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