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Exhibit 3.1

SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

VERIDIAN CORPORATION

VERIDIAN CORPORATION (the Corporation), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (DGCL), hereby certifies as follows pursuant to Sections 242 and 245
of the DGCL:



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| | FIRST: The name of the Corporation is Veridian Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
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| | SECOND: The original Certificate of Incorporation of the Corporation was
filed in the Office of the Secretary of State of the State of
Delaware (the Secretary of State) on September 15, 1986. The
original name of the Corporation was VEDA International, Inc. An
Amended and Restated Certificate of Incorporation was filed in the
Office of the Secretary of State on September 7, 1999. An Amendment
to Amended and Restated Certificate of Incorporation was filed in
the Office of the Secretary of State on May 16, 2002.
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| | THIRD: All of the shares of Class A Common Stock of the Corporation have
contemporaneously with the filing hereof been converted into shares
of Common Stock.                                                                                                                                                                                                                                                                                                                                                                        
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| | FOURTH: This Second Amended and Restated Certificate of Incorporation was
duly adopted in accordance with Sections 242 and 245 of the DGCL.                                                                                                                                                                                                                                                                                                                                                                                          
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| | FIFTH: The Amended and Restated Certificate of Incorporation of the
Corporation as amended is hereby amended and restated to read in its
entirety as follows:                                                                                                                                                                                                                                                                                                                                                                        

ARTICLE I

NAME

The name of the Corporation is Veridian Corporation.

ARTICLE II

REGISTERED OFFICE AND REGISTERED AGENT

The registered office of the Corporation in the State of Delaware is
located at Corporation Trust Center, 1209 Orange Street in the City of
Wilmington, County of New Castle. The name of the registered agent of the
Corporation at such address is The Corporation Trust Company.





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ARTICLE III

PURPOSE

The purpose for which the Corporation is organized is to engage in any
lawful acts and activities for which corporations may be organized under the
DGCL.

ARTICLE IV

CAPITALIZATION

Section 4.1 Authorized Capital.

(a)  The total number of shares of stock that the Corporation shall have
the authority to issue is 150,000,000 shares of capital stock, consisting of
(i) 130,000,000 shares of Common Stock, par value $0.0001 per share (the
Common Stock) and (ii) 20,000,000 shares of Preferred Stock, par value
$0.0001 per share (the Preferred Stock).

(b)  Subject to the provisions of this Certificate of Incorporation and the
Preferred Stock Designation (as defined below) creating any series of Preferred
Stock, the Corporation may issue shares of its capital stock from time to time
for such consideration (not less than the par value thereof) as may be fixed by
the Board of Directors of the Corporation (the Board of Directors), which is
expressly authorized to fix the same in its absolute discretion subject to the
foregoing conditions. Shares so issued for which the consideration shall have
been paid or delivered to the Corporation shall be deemed fully paid stock and
shall not be liable to any further call or assessment thereon, and the holders
of such shares shall not be liable for any further payments in respect of such
shares.

Section 4.2 Preferred Stock.

(a)  The Preferred Stock may be issued from time to time in one or more
series. Authority is hereby expressly granted to and vested in the Board of
Directors to authorize from time to time the issuance of Preferred Stock in one
or more series. With respect to each series of Preferred Stock authorized by
it, the Board of Directors shall be authorized to establish by resolution or
resolutions, and by filing a certificate pursuant to applicable law of the
State of Delaware (the Preferred Stock Designation), the following to the
fullest extent now or hereafter permitted by the DGCL:



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| | (i) the designation of such series;                                                                                                                                                                                             
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| | (ii) the number of shares to constitute such series;                                                                                                                                                                            
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| | (iii) whether such series is to have voting rights (full, special or
limited) or is to be without voting rights;                                                                                                                
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| | (iv) if such series is to have voting rights, whether or not such
series is to be entitled to vote as a separate class either alone or
together with the holders of Common Stock or one or more other series of
Preferred Stock;

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| | (v) the preferences and relative, participating, optional,
conversion or other special rights (if any) of such series and the
qualifications, limitations or restrictions (if any) with respect to such
series;                                                                                                                                                                                                                                                                                                                                           
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| | (vi) the redemption rights and price(s), if any, of such series, and
whether or not the shares of such series shall be subject to the
operation of retirement or sinking funds to be applied to the purchase or
redemption of such shares for retirement and, if such retirement or
sinking funds or funds are to be established, the periodic amount thereof
and the terms and provisions relative to the operation thereof;                                                                                                                             
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| | (vii) the dividend rights and preferences (if any) of such series,
including, without limitation, (i) the rates of dividends payable
thereon, (ii) the conditions upon which and the time when such dividends
are payable, (iii) whether or not such dividends shall be cumulative or
non-cumulative and, if cumulative, the date or dates from which such
dividends shall accumulate and (iv) whether or not the payment of such
dividends shall be preferred to the payment of dividends payable on
Common Stock or any other series of Preferred Stock;
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| | (viii) the preferences (if any), and the amounts thereof, which the
holders of such series shall be entitled to receive upon the voluntary or
involuntary liquidation, dissolution or winding-up of, or upon any
distribution of the assets of, the Corporation;                                                                                                                                                                                                                                                                                          
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| | (ix) whether or not the shares of such series, at the option of the
Corporation or the holders thereof or upon the happening of any specified
event, shall be convertible into or exchangeable for (i) shares of Common
Stock, (ii) shares of any other series of Preferred Stock or (iii) any
other stock or securities of the Corporation;                                                                                                                                                                                                              
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| | (x) if such series is to be convertible or exchangeable, the price
or prices or ratio or ratios or rate or rates at which such conversion or
exchange may be made and the terms and conditions (if any) upon which
such price or prices or ratio or ratios or rate or rates may be adjusted;
and                                                                                                                                                                                                                                                          
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| | (xi) such other rights, powers and preferences with respect to such
series as may to the Board of Directors seem advisable.                                                                                                                                                                                                                                                                                                                                                                                                                               

Any series of Preferred Stock may vary from any other series of Preferred
Stock in any or all of the foregoing respects and in any other manner.

(b) 300,000 shares of Preferred Stock are hereby designated as Senior
Redeemable Exchangeable Preferred Stock, Series A, with such rights, powers and
preferences, and the qualifications, limitations and restrictions thereof, that
are as set forth in the Second Amended Certificate of Designation of Senior
Redeemable Exchangeable Preferred Stock, Series A, as filed February 7, 2002,
with the Secretary of State of Delaware, and which shall continue to be
integrated into this Second Amended and Restated Certificate of Incorporation
until eliminated by the Corporations Board of Directors in accordance with
Section 151(g) of the DGCL.

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Section 4.3 Common Stock.

(a)  The holders of shares of Common Stock shall be entitled to vote upon
all matters submitted to a vote of holders of shares of Common Stock of the
Corporation and shall be entitled to one vote for each share of Common Stock
held.

(b)  Subject to the prior rights and preferences (if any) applicable to
shares of Preferred Stock of any series, the holders of shares of Common Stock
shall be entitled to receive such dividends (payable in cash, stock or
otherwise) as may be declared thereon by the Board of Directors at any time and
from time to time out of any funds of the Corporation legally available
therefor.

(c)  In the event of any voluntary or involuntary liquidation, dissolution
or winding-up of the Corporation, after payment or provision for payment of the
debts and other liabilities of the Corporation and subject to the preferential
or other rights (if any) of the holders of shares of the Preferred Stock in
respect thereof, the holders of shares of Common Stock shall be entitled to
receive all the remaining assets of the Corporation available for distribution
to its stockholders, ratably in proportion to the number of shares of Common
Stock held by them. For purposes of this paragraph (c), a liquidation,
dissolution or winding-up of the Corporation shall not be deemed to be
occasioned by or to include (i) any consolidation or merger of the Corporation
with or into another corporation or other entity or (ii) a sale, lease,
exchange or conveyance of all or a part of the assets of the Corporation.

ARTICLE V

DIRECTORS

Section 5.1 Number and Term.

The number of directors of the Corporation shall from time to time be
fixed exclusively by the Board of Directors in accordance with, and subject to
the limitations set forth in, the bylaws of the Corporation (the Bylaws);
provided, however, that the Board of Directors shall at all times consist of a
minimum of three and a maximum of fifteen members, subject, however, to
increases above fifteen members as may be required in order to permit the
holders of any series of Preferred Stock to exercise their right (if any) to
elect additional directors under specified circumstances. No decrease in the
number of directors shall have the effect of shortening the term of any
incumbent director. Anything in this Certificate of Incorporation or the
Bylaws to the contrary notwithstanding, each director shall hold office until
his successor is elected and qualified or until his earlier death, resignation
or removal.

Section 5.2 Limitation of Personal Liability.

To the fullest extent now or hereafter permitted by the DGCL, no person
who is or was a director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director. No amendment to or repeal of this Section 5.2 shall apply
to or have any effect on the liability of any director for or with respect to
acts or omissions occurring prior to such amendment or repeal.

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Section 5.3 Classification.

The Board of Directors shall be divided into three classes designated as
Class I, Class II and Class III, respectively, all as nearly equal in number as
possible, with each director then in office receiving the classification to be
determined with respect to such director by the Board of Directors. The
initial term of office of Class I directors shall expire at the annual meeting
of the Corporations stockholders in 2004. The initial term of office of Class
II directors shall expire at the annual meeting of stockholders in 2005. The
initial term of office of Class III directors shall expire at the annual
meeting of stockholders in 2003. Each director elected at an annual meeting of
stockholders to succeed a director whose term is then expiring shall hold
office until the third annual meeting of stockholders after his election or
until his successor is elected and qualified or until his earlier death,
resignation or removal. Increases and decreases in the number of directors
shall be apportioned among the classes of directors so that all classes will be
as nearly equal in number as possible. No decrease in the number of directors
constituting the Corporations Board of Directors shall shorten the term of any
incumbent director.

Section 5.4 Nomination and Election.

(a)  Nominations of persons for election or reelection to the Board of
Directors may be made by or at the direction of the Board of Directors. The
Bylaws may set forth procedures for the nomination of persons for election or
reelection to the Board of Directors and only persons who are nominated in
accordance with such procedures (if any) shall be eligible for election or
reelection as directors of the Corporation; provided, however, that such
procedures shall not infringe upon (i) the right of the Board of Directors to
nominate persons for election or reelection to the Board of Directors or (ii)
the rights of the holders of any class or series of Preferred Stock, voting
separately by class or series, to elect additional directors under specified
circumstances.

(b)  Each director shall be elected in accordance with this Certificate of
Incorporation, the Bylaws and applicable law. Election of directors by the
Corporations stockholders need not be by written ballot unless the Bylaws so
provide.

(c)  There shall be no limitation on the qualification of any person to be
a director or in the ability of any director to vote on any matter brought
before the Board of Directors or any committee thereof, except (i) as required
by law, and (ii) as set forth in a Bylaw adopted by the Board of Directors
relating to eligibility for election as a director upon reaching a specified
age or, in the case of employee directors, with respect to the qualifications
for continuing service of directors upon ceasing employment from the
Corporation.

Section 5.5 Removal.

No director of any class may be removed before the expiration of his term
of office except for cause and then only by the affirmative vote of the holders
of not less than a majority in voting power of all the outstanding shares of
capital stock of the Corporation entitled to vote generally in an election of
directors, voting together as a single class. No recommendation by the Board of
Directors that a director be removed may be made to the Corporations
stockholders

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unless such recommendation is set forth in a resolution adopted by
the affirmative vote of not less than 66 2/3% of the whole Board of Directors.

Section 5.6 Vacancies.

(a)  In case any vacancy shall occur on the Board of Directors because of
death, resignation or removal, such vacancy may be filled only by a majority
(or such higher percentage as may be specified in the Bylaws) of the directors
remaining in office (though less than a quorum), or by the sole remaining
director. The director so appointed shall serve for the unexpired term of his
predecessor or until his successor is elected and qualified or until his
earlier death, resignation or removal. If there are no directors then in
office, an election of directors may be held in the manner provided by
applicable law.

(b)  Any newly-created directorship resulting from any increase in the
number of directors may be filled only by a majority (or such higher percentage
as may be specified in the Bylaws) of the directors then in office (though less
than a quorum), or by the sole remaining director and may not be filled by any
other persons (including stockholders). The director so appointed shall be
assigned to such class of directors as such majority of directors or the sole
remaining director, as the case may be, shall determine; provided, however,
that newly-created directorships shall be apportioned among the classes of
directors so that all classes will be as nearly equal in number as possible.
Each director so appointed shall hold office for the remaining term of the
class to which he is elected or until his successor is elected and qualified or
until his earlier death, resignation or removal.

(c)  Except as expressly provided in this Certificate of Incorporation or
as otherwise provided by applicable law, stockholders shall not have the right
to fill vacancies on the Board of Directors, or newly-created directorships.

Section 5.7 Subject to Rights of Holders of Preferred Stock.

Notwithstanding the foregoing provisions of this Article V, if the
Preferred Stock Designation creating any series of Preferred Stock entitles the
holders of such Preferred Stock, voting separately by class or series, to elect
additional directors under specified circumstances, then all provisions of such
Preferred Stock Designation relating to the nomination, election, term of
office, removal, filling of vacancies and other features of such directorships
shall, as to such directorships, govern and control over any conflicting
provisions of this Article V, and such directors so elected need not be divided
into classes pursuant to this Article V unless expressly provided by the
provisions of such Preferred Stock Designation.

ARTICLE VI

AMENDMENT OF BYLAWS

The Board of Directors is expressly authorized and empowered to adopt,
alter, amend or repeal the Bylaws but only by the affirmative vote of a
majority of the directors then in office. Stockholders shall have the power to
alter, amend, expand or repeal the Bylaws but only by the affirmative vote of
the holders of not less than 66 2/3% in voting power of all outstanding shares
of capital stock of the Corporation entitled to vote generally at an election of
directors, voting together as a single class.

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ARTICLE VII

ACTIONS AND MEETINGS OF STOCKHOLDERS

Section 7.1 No Action by Written Consent.

No action shall be taken by the stockholders except at an annual or
special meeting of stockholders. Stockholders may not act by written consent
in lieu of a meeting.

Section 7.2 Meetings.

(a)  Meetings of the stockholders (whether annual or special) may only be
called by the Board of Directors or by such officer or officers of the
Corporation as the Board of Directors may from time to time authorize to call
meetings of the stockholders. Stockholders shall not be entitled to call any
meeting of stockholders or to require the Board of Directors or any officer or
officers of the Corporation to call a meeting of stockholders except as
otherwise expressly provided in the Preferred Stock Designation creating any
series of Preferred Stock.

(b)  Stockholders shall not be entitled to propose business for
consideration at any meeting of stockholders except as otherwise expressly
provided in the Bylaws or in the Preferred Stock Designation creating any
series of Preferred Stock.

(c)  Business transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice of such meeting. The person
presiding at a meeting of stockholders may determine whether business has been
properly brought before the meeting and, if the facts so warrant, such person
may refuse to transact any business at such meeting which has not been properly
brought before such meeting.

Section 7.3 Appointment and Removal of Officers.

The stockholders shall have no right or power to appoint or remove
officers of the Corporation nor to abrogate the power of the Board of Directors
to elect and remove officers of the Corporation. The stockholders shall have
no power to appoint or remove directors as members of committees of the Board
of Directors, establish qualifications for membership on committees, nor to
abrogate the power of the Board of Directors to establish one or more such
committees or the power of any such committee to exercise the powers and
authority of the Board of Directors to the fullest extent permitted.

ARTICLE VIII

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Corporation shall indemnify, to the fullest extent permitted by
applicable law and pursuant to the Bylaws, each person who is or was a director
or officer of the Corporation, and may indemnify each employee and agent of the
Corporation and all other persons whom the Corporation is authorized to
indemnify under the provisions of the DGCL.

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ARTICLE IX

ELECTION TO BE GOVERNED BY SECTION 203 OF THE DGCL

The Corporation hereby elects to be governed by Section 203 of the DGCL.

ARTICLE X

AMENDMENT OF CERTIFICATE OF INCORPORATION

The Corporation reserves the right to amend, alter, change or repeal any
provisions contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by applicable law, and all rights conferred upon
stockholders, directors or any other persons by or pursuant to this Certificate
of Incorporation are granted subject to this reservation. Notwithstanding the
foregoing or any other provision of this Certificate of Incorporation or any
provision of law that might otherwise permit a lesser or no vote, the
provisions of this Article X and of Article V, Article VI, Article VII and
Article VIII may not be repealed or amended in any respect, and no provision
inconsistent with any such provision or imposing cumulative voting in the
election of directors may be added to this Certificate of Incorporation, unless
such action is approved by the affirmative vote of the holders of not less than
66 2/3% in voting power of all outstanding shares of capital stock of the
Corporation entitled to vote generally at an election of directors, voting
together as a single class; provided, however,that any amendment or repeal of
Section 5.2 or Article VIII of this Certificate of Incorporation shall not
adversely affect any right or protection existing thereunder in respect of any
act or omission occurring prior to such amendment or repeal and, provided
further,that no Preferred Stock Designation shall be amended after the
issuance of any shares of the Series of Preferred Stock created thereby, except
in accordance with the terms of such Preferred Stock Designation and the
requirements of applicable law.

ARTICLE XI

VOTING REQUIREMENTS NOT EXCLUSIVE

The voting requirements contained in this Certificate of Incorporation
shall be in addition to the voting requirements imposed by law or by the
Preferred Stock Designation creating any series of Preferred Stock.

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IN WITNESS WHEREOF, this Second Amended and Restated Certificate of
Incorporation has been executed for and on behalf and in the name of the
Corporation by its duly authorized officer on June 10, 2002.

VERIDIAN CORPORATION

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|By: |  | /s/ David H. LangstaffDavid H. Langstaff
President and Chief Executive Officer

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