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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended June 30, 2004



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 No. 000-49604



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ManTech International Corporation

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 22-1852179                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



|                                         |  |           
|---------------------------------------- |  | ----------
|12015 Lee Jackson Highway, Fairfax, VA   |  | 22033     
|(Address of principal executive offices) |  | (Zip Code)



(703) 218-6000

(Registrants telephone number, including area code)



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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.    x  Yes ̈No



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



As of August 9, 2004, there were issued and outstanding 17,283,038 shares of
our Class A Common Stock and 15,075,293 shares of our Class B Common Stock.



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##### Table of Contents

MANTECH INTERNATIONAL CORPORATION

FORM 10Q

FOR THE QUARTER ENDED JUNE 30, 2004

INDEX



|                              |  |                                                                                                             |  |         
|----------------------------- |  | ----------------------------------------------------------------------------------------------------------- |  | --------
|                              |  |                                                                                                             |  | Page No.
|PART I
FINANCIAL INFORMATION |  | 3                                                                                                          
|                              |  |                                                                                                            
|Item 1.                       |  | Financial Statements                                                                                        |  | 3       
|                              |  |                                                                                                            
|                              |  | Condensed Consolidated Balance Sheets June 30, 2004 and December 31, 2003                                   |  | 3       
|                              |  |                                                                                                            
|                              |  | Condensed Consolidated Statements of Income Three and Six Months Ended June 30, 2004 and 2003               |  | 4       
|                              |  |                                                                                                            
|                              |  | Condensed Consolidated Statements of Comprehensive Income Three and Six Months Ended June 30, 2004 and 2003 |  | 5       
|                              |  |                                                                                                            
|                              |  | Condensed Consolidated Statements of Cash Flows Six Months Ended June 30, 2004 and 2003                     |  | 6       
|                              |  |                                                                                                            
|                              |  | Notes to Condensed Consolidated Financial Statements                                                        |  | 7       
|                              |  |                                                                                                            
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                       |  | 12      
|                              |  |                                                                                                            
|Item 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                                                  |  | 18      
|                              |  |                                                                                                            
|Item 4.                       |  | Controls and Procedures                                                                                     |  | 19      
|                              | 
|PART II
OTHER INFORMATION    |  | 20                                                                                                         
|                              |  |                                                                                                            
|Item 1.                       |  | Legal Proceedings                                                                                           |  | 20      
|                              |  |                                                                                                            
|Item 4.                       |  | Submission of Matters to a Vote of Security Holders                                                         |  | 20      
|                              |  |                                                                                                            
|Item 5.                       |  | Other Information                                                                                           |  | 20      
|                              |  |                                                                                                            
|Item 6.                       |  | Exhibits and Reports on Form 8-K                                                                            |  | 21      



2



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##### Table of Contents

PART I  FINANCIAL INFORMATION



Item 1. Financial Statements



MANTECH INTERNATIONAL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in Thousands)



|                                                                                                                                                                                     |  |              |         |   |                  |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------ | ------- | - | ---------------- | - | ------- | -
|                                                                                                                                                                                     |  | (unaudited)  |        
|                                                                                                                                                                                     |  | June 30,2004 |         |   | December 31,2003 |  
|ASSETS                                                                                                                                                                               |  |              |         |   |                  |   |         |  
|CURRENT ASSETS:                                                                                                                                                                      |  |              |         |   |                  |   |         |  
|Cash and cash equivalents                                                                                                                                                            |  | $            | 6,609   |   |                  | $ | 9,166   |  
|Cash in escrow                                                                                                                                                                       |  |              | 831     |   |                  |   | 829     |  
|Receivablesnet                                                                                                                                                                      |  |              | 211,201 |   |                  |   | 204,539 |  
|Prepaid expenses and other                                                                                                                                                           |  |              | 11,842  |   |                  |   | 17,527  |  
|Assets held for sale                                                                                                                                                                 |  |              | 1,320   |   |                  |   | 1,332   |  
|                                                                                                                                                                                     |  |              |         |   |                  |   |         |  
|Total current assets                                                                                                                                                                 |  |              | 231,803 |   |                  |   | 233,393 |  
|Property and equipmentnet                                                                                                                                                           |  |              | 11,705  |   |                  |   | 10,920  |  
|Goodwill                                                                                                                                                                             |  |              | 148,253 |   |                  |   | 149,548 |  
|Other intangiblesnet                                                                                                                                                                |  |              | 26,439  |   |                  |   | 15,741  |  
|Investments                                                                                                                                                                          |  |              | 5,902   |   |                  |   | 5,560   |  
|Employee supplemental savings plan assets                                                                                                                                            |  |              | 11,752  |   |                  |   | 10,594  |  
|Other assets                                                                                                                                                                         |  |              | 10,720  |   |                  |   | 10,378  |  
|                                                                                                                                                                                     |  |              |         |   |                  |   |         |  
|TOTAL ASSETS                                                                                                                                                                         |  | $            | 446,574 |   |                  | $ | 436,134 |  
|                                                                                                                                                                                     |  |              |         |   |                  |   |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                 |  |              |         |   |                  |   |         |  
|CURRENT LIABILITIES:                                                                                                                                                                 |  |              |         |   |                  |   |         |  
|Current portion of debt                                                                                                                                                              |  | $            | 66      |   |                  | $ | 77      |  
|Accounts payable and accrued expenses                                                                                                                                                |  |              | 51,026  |   |                  |   | 45,157  |  
|Accrued salaries and related expenses                                                                                                                                                |  |              | 26,137  |   |                  |   | 30,548  |  
|Deferred income taxes                                                                                                                                                                |  |              | 7,014   |   |                  |   | 20,092  |  
|Billings in excess of revenue earned                                                                                                                                                 |  |              | 6,628   |   |                  |   | 4,514   |  
|Liabilities of operations held for sale                                                                                                                                              |  |              | 1,086   |   |                  |   | 1,164   |  
|                                                                                                                                                                                     |  |              |         |   |                  |   |         |  
|Total current liabilities                                                                                                                                                            |  |              | 91,957  |   |                  |   | 101,552 |  
|Debtnet of current portion                                                                                                                                                          |  |              | 33,000  |   |                  |   | 25,184  |  
|Accrued retirement                                                                                                                                                                   |  |              | 13,193  |   |                  |   | 11,914  |  
|Other long-term liabilities                                                                                                                                                          |  |              | 5,350   |   |                  |   | 5,178   |  
|Deferred income taxes                                                                                                                                                                |  |              | 5,221   |   |                  |   | 4,553   |  
|Minority interest                                                                                                                                                                    |  |              | 52      |   |                  |   | 49      |  
|                                                                                                                                                                                     |  |              |         |   |                  |   |         |  
|TOTAL LIABILITIES                                                                                                                                                                    |  |              | 148,773 |   |                  |   | 148,430 |  
|                                                                                                                                                                                     |  |              |         |   |                  |   |         |  
|COMMITMENTS AND CONTINGENCIES                                                                                                                                                        |  |              |         |   |                  |   |         |  
|                                                                                                                                                                                     |  |             
|STOCKHOLDERS EQUITY:                                                                                                                                                                |  |              |         |   |                  |   |         |  
|Common stock, Class A  $0.01 par value: 150,000,000 shares authorized; 17,283,038 and 17,047,820 shares issued and outstanding at June
30, 2004 and December 31, 2003, respectively |  |              | 173     |   |                  |   | 170     |  
|Common stock, Class B  $0.01 par value: 50,000,000 shares authorized; 15,075,293 and 15,075,293 shares issued and outstanding at June
30, 2004 and December 31, 2003, respectively  |  |              | 151     |   |                  |   | 151     |  
|Additional paid in capital                                                                                                                                                           |  |              | 216,575 |   |                  |   | 212,564 |  
|Retained earnings                                                                                                                                                                    |  |              | 82,153  |   |                  |   | 76,003  |  
|Accumulated other comprehensive loss                                                                                                                                                 |  |              | (522    | ) |                  |   | (1,184  | )
|Unearned ESOP shares                                                                                                                                                                 |  |              | (729    | ) |                  |   |        |  
|Deferred compensation                                                                                                                                                                |  |              | 640     |   |                  |   | 640     |  
|Shares held in grantor trust                                                                                                                                                         |  |              | (640    | ) |                  |   | (640    | )
|                                                                                                                                                                                     |  |              |         |   |                  |   |         |  
|TOTAL STOCKHOLDERS EQUITY                                                                                                                                                           |  |              | 297,801 |   |                  |   | 287,704 |  
|                                                                                                                                                                                     |  |              |         |   |                  |   |         |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                           |  | $            | 446,574 |   |                  | $ | 436,134 |  
|                                                                                                                                                                                     |  |              |         |   |                  |   |         |  



See notes to condensed
consolidated financial statements.



3



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##### Table of Contents

MANTECH INTERNATIONAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Dollars in Thousands except Per Share Amounts)



|                                                        |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|------------------------------------------------------- |  | --------------------------- | ---------- | - | ------------------------- | - | ---------- | ---- |  | - | ---------- | - |  | - | ---------- | -
|                                                        |  | (unaudited)                 |            |   | (unaudited)               |  
|                                                        |  | Three months ended June 30, |            |   | Six months ended June 30, |  
|                                                        |  | 2004                        |            |   | 2003                      |   |            | 2004 |  |   | 2003       |  
|REVENUES                                                |  | $                           | 198,582    |   |                           | $ | 177,076    |      |  | $ | 401,351    |   |  | $ | 325,199    |  
|COST OF SERVICES                                        |  |                             | 184,820    |   |                           |   | 144,350    |      |  |   | 348,394    |   |  |   | 264,132    |  
|                                                        |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|GROSS PROFIT                                            |  |                             | 13,762     |   |                           |   | 32,726     |      |  |   | 52,957     |   |  |   | 61,067     |  
|                                                        |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|COSTS AND EXPENSES:                                     |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|General and administrative                              |  |                             | 20,569     |   |                           |   | 16,195     |      |  |   | 39,105     |   |  |   | 30,934     |  
|Depreciation and amortization                           |  |                             | 1,427      |   |                           |   | 1,242      |      |  |   | 2,725      |   |  |   | 2,177      |  
|                                                        |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|Total costs and expenses                                |  |                             | 21,996     |   |                           |   | 17,437     |      |  |   | 41,830     |   |  |   | 33,111     |  
|                                                        |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|INCOME (LOSS) FROM OPERATIONS                           |  |                             | (8,234     | ) |                           |   | 15,289     |      |  |   | 11,127     |   |  |   | 27,956     |  
|Interest income (expense), net                          |  |                             | (596       | ) |                           |   | (687       | )    |  |   | (1,138     | ) |  |   | (1,021     | )
|Other income (expense)                                  |  |                             | 143        |   |                           |   | 352        |      |  |   | 445        |   |  |   | (270       | )
|                                                        |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|INCOME (LOSS) BEFORE INCOME TAXES AND MINORITY INTEREST |  |                             | (8,687     | ) |                           |   | 14,954     |      |  |   | 10,434     |   |  |   | 26,665     |  
|Income taxes                                            |  |                             | 3,499      |   |                           |   | (6,075     | )    |  |   | (4,280     | ) |  |   | (10,823    | )
|Minority interest                                       |  |                             | (2         | ) |                           |   | (2         | )    |  |   | (4         | ) |  |   | (3         | )
|                                                        |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|NET INCOME (LOSS)                                       |  | $                           | (5,190     | ) |                           | $ | 8,877      |      |  | $ | 6,150      |   |  | $ | 15,839     |  
|                                                        |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|BASIC EARNINGS (LOSS) PER SHARE                         |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|Net income (loss)                                       |  | $                           | (.16       | ) |                           | $ | .28        |      |  | $ | .19        |   |  | $ | .50        |  
|                                                        |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|Weighted average common shares outstanding              |  |                             | 32,289,318 |   |                           |   | 31,941,783 |      |  |   | 32,209,633 |   |  |   | 31,928,870 |  
|                                                        |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|DILUTED EARNINGS (LOSS) PER SHARE                       |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|Net income (loss)                                       |  | $                           | (.16       | ) |                           | $ | .28        |      |  | $ | .19        |   |  | $ | .50        |  
|                                                        |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|Weighted average common shares outstanding              |  |                             | 32,289,318 |   |                           |   | 31,994,687 |      |  |   | 32,411,365 |   |  |   | 31,964,829 |  
|                                                        |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  



See notes to condensed
consolidated financial statements.



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MANTECH INTERNATIONAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in Thousands)



|                                    |  |                             |        |                           |      |   |       |  |      |       |  |   |       
|----------------------------------- |  | --------------------------- | ------ | ------------------------- | ---- | - | ----- |  | ---- | ----- |  | - | ------
|                                    |  | (unaudited)                 |        | (unaudited)              
|                                    |  | Three months ended June 30, |        | Six months ended June 30,
|                                    |  | 2004                        |        |                           | 2003 |   | 2004  |  | 2003
|NET INCOME (LOSS)                   |  | $                           | (5,190 | )                         |      | $ | 8,877 |  | $    | 6,150 |  | $ | 15,839
|OTHER COMPREHENSIVE INCOME:         |  |                             |        |                           |      |   |       |  |      |       |  |   |       
|Cash flow hedge, net of tax         |  |                             | 453    |                           |      |   | 27    |  |      | 557   |  |   | 113   
|Translation adjustments, net of tax |  |                             | 38     |                           |      |   | 120   |  |      | 105   |  |   | 85    
|                                    |  |                             |        |                           |      |   |       |  |      |       |  |   |       
|Total other comprehensive income    |  |                             | 491    |                           |      |   | 147   |  |      | 662   |  |   | 198   
|                                    |  |                             |        |                           |      |   |       |  |      |       |  |   |       
|COMPREHENSIVE INCOME (LOSS)         |  | $                           | (4,699 | )                         |      | $ | 9,024 |  | $    | 6,812 |  | $ | 16,037
|                                    |  |                             |        |                           |      |   |       |  |      |       |  |   |       



See notes to condensed
consolidated financial statements.



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MANTECH INTERNATIONAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Thousands)



|                                                                                            |  |                           |         |   |      |   |         |  
|------------------------------------------------------------------------------------------- |  | ------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                            |  | (unaudited)               |        
|                                                                                            |  | Six months ended June 30, |        
|                                                                                            |  | 2004                      |         |   | 2003 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                       |  |                           |         |   |      |   |         |  
|Net income                                                                                  |  | $                         | 6,150   |   |      | $ | 15,839  |  
|Adjustments to reconcile net income to net cash used in operating activities:               |  |                           |         |   |      |   |         |  
|Equity in (earnings) losses of affiliates                                                   |  |                           | (278    | ) |      |   | 781     |  
|Decrease in deferred income taxes                                                           |  |                           | (12,410 | ) |      |   | (1,928  | )
|Minority interest in income of consolidated subsidiaries                                    |  |                           | 4       |   |      |   | 3       |  
|Loss on disposals of property and equipment                                                 |  |                           | 44      |   |      |   | 11      |  
|Depreciation and amortization                                                               |  |                           | 3,782   |   |      |   | 3,107   |  
|Changes in assets and liabilities-net of effects from acquired and discontinued businesses: |  |                           |         |   |      |   |         |  
|Contract receivables                                                                        |  |                           | (6,662  | ) |      |   | (5,752  | )
|Prepaid expenses and other                                                                  |  |                           | 5,685   |   |      |   | (1,643  | )
|Accounts payable and accrued expenses                                                       |  |                           | 5,869   |   |      |   | (708    | )
|Accrued salaries and related expenses                                                       |  |                           | (4,411  | ) |      |   | (3,159  | )
|Billings in excess of revenue earned                                                        |  |                           | 2,114   |   |      |   | 1,988   |  
|Accrued retirement                                                                          |  |                           | 1,279   |   |      |   | 403     |  
|Other                                                                                       |  |                           | (1,153  | ) |      |   | 86      |  
|                                                                                            |  |                           |         |   |      |   |         |  
|Net cash flows from operating activities                                                    |  |                           | 13      |   |      |   | 9,028   |  
|                                                                                            |  |                           |         |   |      |   |         |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                       |  |                           |         |   |      |   |         |  
|Purchase of property and equipment                                                          |  |                           | (2,498  | ) |      |   | (1,884  | )
|Proceeds from sales of property and equipment                                               |  |                           | 1       |   |      |   | 1       |  
|Investment in capitalized software products                                                 |  |                           | (120    | ) |      |   | (1,015  | )
|Acquisition of businesses, net of cash acquired of $2,840 in 2003                           |  |                           | (10,969 | ) |      |   | (68,279 | )
|                                                                                            |  |                           |         |   |      |   |         |  
|Net cash flows from investing activities                                                    |  |                           | (13,586 | ) |      |   | (71,177 | )
|                                                                                            |  |                           |         |   |      |   |         |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                       |  |                           |         |   |      |   |         |  
|Payment of not-to-compete financings                                                        |  |                           |        |   |      |   | (1,000  | )
|Proceeds from exercise of stock options                                                     |  |                           | 3,245   |   |      |   | 160     |  
|Net increase in borrowings under lines of credit                                            |  |                           | 7,805   |   |      |   |        |  
|                                                                                            |  |                           |         |   |      |   |         |  
|Net cash flows from financing activities                                                    |  |                           | 11,050  |   |      |   | (840    | )
|                                                                                            |  |                           |         |   |      |   |         |  
|EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS                                |  |                           | 19      |   |      |   | (11     | )
|                                                                                            |  |                           |         |   |      |   |         |  
|NET CASH FLOWS FROM DISCONTINUED OPERATIONS                                                 |  |                           | (53     | ) |      |   | 2,317   |  
|                                                                                            |  |                           |         |   |      |   |         |  
|NET (DECREASE) IN CASH AND CASH EQUIVALENTS                                                 |  |                           | (2,557  | ) |      |   | (60,683 | )
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                              |  |                           | 9,166   |   |      |   | 81,096  |  
|                                                                                            |  |                           |         |   |      |   |         |  
|CASH AND CASH EQUIVALENTS, END OF PERIOD                                                    |  | $                         | 6,609   |   |      | $ | 20,413  |  
|                                                                                            |  |                           |         |   |      |   |         |  



See notes to condensed
consolidated financial statements.



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##### Table of Contents

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2004

(Dollars in thousands, except per share amounts or where otherwise noted)

UNAUDITED



1.
Introduction and Overview



ManTech is a leading provider of innovative
technologies and solutions for mission-critical national security programs for the intelligence community, the Department of Defense, the Department of State, the Department of Justice, the Department of Homeland Security and other federal
government customers. Our expertise includes software development, enterprise security architecture, information assurance, intelligence operations support, network and critical infrastructure protection, information technology, communications
integration and engineering support. With more than 5,300 highly qualified employees, we operate in the United States and over 30 countries worldwide.



2. Basis of Presentation



The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission
(SEC). Certain information and note disclosures normally included in the annual financial statements, prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted pursuant to
those rules and regulations. We recommend that you read these unaudited condensed consolidated financial statements in conjunction with the financial statements and related notes included in our annual report on Form 10-K, for the fiscal year ended
December 31, 2003, previously filed with the SEC. We believe that the unaudited condensed consolidated financial statements in this Form 10-Q reflect all adjustments (consisting of normal recurring adjustments and some non-recurring adjustments
discussed elsewhere herein) that are necessary to fairly present the financial position, results of operations and cash flows for the interim periods. The results of operations for such interim periods are not necessarily indicative of the results
for the full year.



Stock-Based CompensationAs permitted
under Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation,we account for our stock-based compensation plan using the intrinsic value method under the recognition and measurement principles of
Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees,and related Interpretations. For the quarter ended June 30, 2004, we recognized pre-tax compensation expense of approximately $28 thousand. No
compensation cost was recognized for issuances under the plan in the quarter ended June 30, 2003, and the exercise price of all other options granted pursuant to the plan was not less than 100% of the fair market value of the shares on the date of
grant. In accordance with the provisions of SFAS No. 148, Accounting for Stock-Based Compensation  Transition and Disclosure, the following table illustrates the effect on net income and earnings per share if we had applied the fair
value recognition provisions of SFAS No. 123 to stock-based employee compensation (in thousands, except per share data).



|                                                                                                                                            |  |                             |        |   |                           |   |       |      |  |   |       |   |  |   |        |  
|------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ------ | - | ------------------------- | - | ----- | ---- |  | - | ----- | - |  | - | ------ | -
|                                                                                                                                            |  | Three Months Ended June 30, |        |   | Six Months Ended June 30, |  
|                                                                                                                                            |  | 2004                        |        |   | 2003                      |   |       | 2004 |  |   | 2003  |  
|Net income (loss), as reported                                                                                                              |  | $                           | (5,190 | ) |                           | $ | 8,877 |      |  | $ | 6,150 |   |  | $ | 15,839 |  
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax
effects |  |                             | (822   | ) |                           |   | (545  | )    |  |   | (944  | ) |  |   | (735   | )
|                                                                                                                                            |  |                             |        |   |                           |   |       |      |  |   |       |   |  |   |        |  
|Pro forma net income (loss)                                                                                                                 |  | $                           | (6,012 | ) |                           | $ | 8,332 |      |  | $ | 5,206 |   |  | $ | 15,104 |  
|                                                                                                                                            |  |                             |        |   |                           |   |       |      |  |   |       |   |  |   |        |  
|Earnings (loss) per share:                                                                                                                  |  |                             |        |   |                           |   |       |      |  |   |       |   |  |   |        |  
|Basic  as reported                                                                                                                         |  | $                           | (0.16  | ) |                           | $ | 0.28  |      |  | $ | 0.19  |   |  | $ | 0.50   |  
|Basic  pro forma                                                                                                                           |  |                             | (0.19  | ) |                           |   | 0.26  |      |  |   | 0.16  |   |  |   | 0.47   |  
|Diluted  as reported                                                                                                                       |  |                             | (0.16  | ) |                           |   | 0.28  |      |  |   | 0.19  |   |  |   | 0.50   |  
|Diluted  pro forma                                                                                                                         |  |                             | (0.19  | ) |                           |   | 0.26  |      |  |   | 0.16  |   |  |   | 0.47   |  



We typically issue 10-year options
that vest annually over a three-year period from the date of grant. For disclosure purposes, the fair value of each option is estimated on the date of grant using the Black-Scholes (Minimum Value) option-pricing model. The following weighted-average
assumptions were used for option grants during the three months ended June 30, 2004 and 2003, respectively: dividend yield of zero percent; expected volatility of 33.4%; expected average lives of 3 years; and risk-free interest rates of 2.9% and
2.07%.



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3. Earnings per Share



Basic earnings per share has been computed by dividing net income by the weighted average number of common shares outstanding during each period. Shares issued during the
period and shares re-acquired during the period, if any, are weighted for the portion of the period for which they were outstanding. Diluted earnings per share have been computed in a manner consistent with that of basic earnings per share, while
giving effect to all potentially dilutive common shares that were outstanding during each period. The weighted average number of common shares outstanding is computed as follows:



|                                                   |  |                             |  |                           |  |            |  |           
|-------------------------------------------------- |  | --------------------------- |  | ------------------------- |  | ---------- |  | ----------
|                                                   |  | Three Months Ended June 30, |  | Six Months Ended June 30,
|                                                   |  | 2004                        |  | 2003                      |  | 2004       |  | 2003      
|Basic weighted average common shares outstanding   |  | 32,289,318                  |  | 31,941,783                |  | 32,209,633 |  | 31,928,870
|Effect of potential exercise of stock options      |  |                            |  | 52,904                    |  | 201,732    |  | 35,959    
|                                                   |  |                             |  |                           |  |            |  |           
|Diluted weighted average common shares outstanding |  | 32,289,318                  |  | 31,994,687                |  | 32,411,365 |  | 31,964,829
|                                                   |  |                             |  |                           |  |            |  |           



For the three months ended June 30,
2004, diluted weighted average common shares outstanding did not include the effect of 227,447 potentially exercisable stock options, as their effect would have been anti-dilutive.



4. Goodwill and Other Intangibles



Effective January 1, 2002, we adopted SFAS No. 142, Goodwill and Other Intangible Assets. SFAS 142 requires, among other things, the discontinuance of goodwill
amortization. Under SFAS 142, goodwill is to be reviewed at least annually for impairment; we have elected to perform this review annually during the second quarter each calendar year. No adjustments were necessary in the results of operations in
quarters ended June 30, 2004 and 2003.



During 2004, we completed the purchase
price allocation of the assets acquired in the Integrated Data Systems Corporation (IDS) transaction. Pursuant to the valuation, there was no change to the amount of the total intangible assets; however, we reclassified $4.6 million of the allocated
purchase price from goodwill to other intangibles for amounts related to contract backlog, customer relationships and capitalized software. The impact related to adjustments in amortization expense for these intangibles was not significant.



The components of goodwill and other intangibles are as follows (in
thousands):



|                               |  |              |         |   |                  |   |         |  
|------------------------------ |  | ------------ | ------- | - | ---------------- | - | ------- | -
|                               |  | June 30,2004 |         |   | December 31,2003 |  
|Goodwill                       |  | $            | 158,359 |   |                  | $ | 159,655 |  
|Other intangibles              |  |              | 39,465  |   |                  |   | 26,610  |  
|                               |  |              |         |   |                  |   |         |  
|                               |  |              | 197,824 |   |                  |   | 186,265 |  
|Less: Accumulated amortization |  |              | (23,132 | ) |                  |   | (20,976 | )
|                               |  |              |         |   |                  |   |         |  
|                               |  | $            | 174,692 |   |                  | $ | 165,289 |  
|                               |  |              |         |   |                  |   |         |  



As of June 30, 2004, we had
intangibles that consisted of the following (in thousands):



|                                           |  |                      |        |                         |   |                    |  |   |       
|------------------------------------------ |  | -------------------- | ------ | ----------------------- | - | ------------------ |  | - | ------
|                                           |  | June 30, 2004       
|                                           |  | Gross CarryingAmount |        | AccumulatedAmortization |   | Net CarryingAmount
|Amortizable intangible assets:             |  |                      |        |                         |   |                    |  |   |       
|Contract rights and customer relationships |  | $                    | 30,363 |                         | $ | 6,828              |  | $ | 23,535
|Capitalized software                       |  |                      | 9,102  |                         |   | 6,198              |  |   | 2,904 
|                                           |  |                      |        |                         |   |                    |  |   |       
|                                           |  | $                    | 39,465 |                         | $ | 13,026             |  | $ | 26,439
|                                           |  |                      |        |                         |   |                    |  |   |       



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For the three months ended June 30, 2004, we had aggregate amortization expense of $1.2 million. We estimate that we will
have the following amortization expense for the future periods indicated below (in thousands):



|                                                      |  |   |      
|----------------------------------------------------- |  | - | -----
|For the remaining six months ending December 31, 2004 |  | $ | 2,875
|For the years ending:                                 |  |   |      
|December 31, 2005                                     |  |   | 4,966
|December 31, 2006                                     |  |   | 3,822
|December 31, 2007                                     |  |   | 2,968
|December 31, 2008                                     |  |   | 2,531
|December 31, 2009                                     |  |   | 1,219



5. Business Segment and Geographic
Area Information



ManTech operates as one segment, delivering a broad
array of information technology and technical services solutions under contracts with the U.S. Government, state and local governments, and commercial customers. Our federal government customers typically exercise independent contracting authority,
and even offices or divisions within an agency or department may directly, or through a prime contractor, use our services as a separate customer, so long as that customer has independent decision-making and contracting authority within its
organization. For example, under a blanket purchasing agreement that we have with one of the Armys contracting agencies, program managers throughout the Army and from other services and defense agencies are able to purchase a wide range of our
solutions. Even though task orders under this agreement together accounted for 13.9% and 7.6% of our revenues for the quarters ending June 30, 2004 and June 30, 2003, respectively, no single task order represented more than 5.7% and 4.6% of our
revenues during those same periods. One customer accounted for 8.4% and 10.9% of our accounts receivable as of June 30, 2004 and December 31, 2003 respectively. In addition, there were no sales to any customers within a single country (except for
the United States) where the sales accounted for 10% or more of total revenue. We treat sales to U.S. Government customers as sales within the United States regardless of where the services are performed. Substantially all assets of continuing
operations were held in the United States for the periods ended June 30, 2004 and 2003. Revenues by geographic customer and the related percentages of total revenues for the periods ended June 30, 2004 and 2003 were as follows (in thousands):



|              |  |                             |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|------------- |  | --------------------------- | ------- | - | ------------------------- | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|              |  | Three Months Ended June 30, |         |   | Six Months Ended June 30, |  
|              |  | 2004                        |         |   | 2003                      |   |         | 2004 |  |   | 2003    |  
|United States |  | $                           | 197,780 |   |                           | $ | 174,949 |      |  | $ | 400,235 |   |  | $ | 321,995 |  
|International |  |                             | 802     |   |                           |   | 2,127   |      |  |   | 1,116   |   |  |   | 3,204   |  
|              |  |                             |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|              |  | $                           | 198,582 |   |                           | $ | 177,076 |      |  | $ | 401,351 |   |  | $ | 325,199 |  
|              |  |                             |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|United States |  |                             | 99.6    | % |                           |   | 98.8    | %    |  |   | 99.7    | % |  |   | 99.0    | %
|International |  |                             | 0.4     |   |                           |   | 1.2     |      |  |   | 0.3     |   |  |   | 1.0     |  
|              |  |                             |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|              |  |                             | 100.0   | % |                           |   | 100.0   | %    |  |   | 100.0   | % |  |   | 100.0   | %
|              |  |                             |         |   |                           |   |         |      |  |   |         |   |  |   |         |  



6. Revenues and Receivables



ManTech delivers a broad array of information technology and technical
services solutions under contracts with the U.S. Government, state and local governments, and commercial customers. Revenues from the U.S. Government under prime contracts and subcontracts, as compared to total contract revenues, were approximately
98.7% and 96.7% for the periods ended June 30, 2004 and 2003, respectively. The components of contract receivables are as follows (in thousands):



|                                                                           |  |               |         |   |                  |   |         |  
|-------------------------------------------------------------------------- |  | ------------- | ------- | - | ---------------- | - | ------- | -
|                                                                           |  | June 30, 2004 |         |   | December 31,2003 |  
|Billed receivables                                                         |  | $             | 139,332 |   |                  | $ | 140,858 |  
|Unbilled receivables:                                                      |  |               |         |   |                  |   |         |  
|Revenues recorded in excess of milestone billings on fixed-price contracts |  |               | 33,158  |   |                  |   | 30,796  |  
|Amounts currently billable                                                 |  |               | 31,951  |   |                  |   | 21,652  |  
|Indirect costs incurred in excess of provisional billing rates             |  |               | 3,371   |   |                  |   | 7,438   |  
|Retainages                                                                 |  |               | 4,104   |   |                  |   | 3,396   |  
|Revenues recorded in excess of estimated contract value or funding         |  |               | 2,742   |   |                  |   | 3,473   |  
|Allowance for doubtful accounts                                            |  |               | (3,457  | ) |                  |   | (3,074  | )
|                                                                           |  |               |         |   |                  |   |         |  
|                                                                           |  | $             | 211,201 |   |                  | $ | 204,539 |  
|                                                                           |  |               |         |   |                  |   |         |  



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Revenues recorded in excess of milestone billings on fixed-price contracts consist of amounts not expected to be billed
within the next month. Amounts currently billable consist principally of amounts to be billed within the next month. Indirect costs incurred in excess of provisional billing rates on U.S. Government contracts are generally billable at actual rates
less a reduction of 0.5% of the actual general and administrative rate base before a Defense Contract Audit Agency (DCAA) audit is completed. The balance remaining, as well as any retainage, is billable upon completion of the DCAA audit. Revenues
recorded in excess of estimated contract value or funding are billable upon receipt of contractual amendments or other modifications. At June 30, 2004, the amount of receivables that we expect to collect after one year is $6.8 million.



Our ManTech MSM Security Services, Inc. (MSM) subsidiary conducts personal security
investigations (PSI) pursuant to our contract with the Defense Security Service (DSS). In response to the governments request to substantially increase the number of cases assigned to us, from 35 cases per day to 425 per day, we significantly
expanded our operations at MSM. However, these cases proved to be significantly more complex than anticipated, requiring substantially more work to complete these cases than our prior experience indicated. An adjustment to reduce unbilled revenue by
$11.3 million was made in the second quarter due to a change in estimate of revenue earned and level of work to be completed under this contract. We made a further reduction of unbilled revenue of $1.9 million to reflect our revised estimate of
remaining work flow under this contract. Because of the fixed-price nature of the contract, the increased costs associated with this contract reduced our earnings and, for the second quarter, these adjustments resulted in an approximate $13.2
million reduction in operating income, a $7.9 million reduction in net income, and a $0.25 reduction in earnings per share for the changes in estimate. In addition, the final contract results will depend on many factors, including negotiations with
the customer; we estimate future costs on this contract could exceed expected revenues by a range of approximately $4 million to $7 million. Accordingly, we have recorded an estimated contract loss of $4.7 million for this contract, which reflects
our best estimate of loss under present circumstances, due to estimated future contract costs exceeding expected revenues.



7. Stockholders Equity



Follow-on Public Offering ManTech closed its follow-on public offering on December 20, 2002. Our net proceeds were approximately $90.9 million, after
deducting the estimated expenses related to the offering and the portion of the underwriting discount payable by us. Proceeds from the offering were used in 2003 to fund our acquisition of IDS and MSM, on February 28, 2003 and March 5, 2003, for
$62.7 million and $4.9 million, respectively.



8. Commitments and
Contingencies



Payments to us on cost-reimbursable contracts with the U.S.
Government are provisional payments subject to adjustment upon audit by the DCAA. Audits through 2001 have been completed and resulted in no material adjustments. The audits for 2002 and 2003 are not expected to have a material effect on the results
of future operations.



In the ordinary course of business, ManTech is involved
in certain governmental and legal proceedings, claims and disputes, and has litigation pending under several suits. Management believes that the ultimate resolution of these matters will not have a material effect on our financial position or
results of operations.



9. Acquisitions



Integrated Data Systems Corporation On February 28, 2003, we acquired
100 percent of the outstanding common stock of IDS. The results of operations for IDS have been included in our consolidated financial statements since that date. Founded in 1990, IDS delivers technology solutions and products in four core areas:
software development, systems engineering/networking, information assurance, and government acquisition/procurement support software. IDS has developed secure, advanced messaging and collaboration applications and solutions in support of a wide
variety of national security networks and systems. IDS is also one of Microsofts leading certified partners supporting U.S. Government classified intelligence community programs.



The cash purchase price of approximately $62.7 million, net of cash on hand of $2.8 million, and excluding $1.0 million of
acquisition-related costs, is subject to an earnout provision. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition, as adjusted for the completion of the valuation of
assets (in thousands):



|                           |  |   |        |  
|-------------------------- |  | - | ------ | -
|Current assets             |  | $ | 14,455 |  
|Property and equipmentnet |  |   | 1,364  |  
|Goodwill                   |  |   | 46,087 |  
|Intangible assets          |  |   | 12,120 |  
|Other assets               |  |   | 84     |  
|Other current liabilities  |  |   | (7,353 | )
|Deferred rent              |  |   | (199   | )
|                           |  |   |        |  
|                           |  | $ | 66,558 |  
|                           |  |   |        |  



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Intangible assets acquired included: contract rights, customer relationships and software in the amounts of $1.8 million,
$10.1 million and $270 thousand, respectively. Amounts are being amortized using weighted average lives of 2 years, 12.5 years and 2.5 years, respectively.



The following represents the unaudited pro forma results of operations as if the acquisition of IDS had been completed as of January 1, 2003 (in thousands, except per
share amounts):



|                           |  |                                        |        
|-------------------------- |  | -------------------------------------- | -------
|                           |  | Pro FormaSix Months EndedJune 30, 2003
|Revenues                   |  | $                                      | 335,522
|Income from operations     |  |                                        | 28,959 
|Net income                 |  |                                        | 16,267 
|Diluted earnings per share |  |                                        | 0.51   



ManTech MSM Security Services,
Inc. On March 5, 2003, ManTech acquired 100 percent of the outstanding common stock of MSM, a Maryland-based provider of Personnel Security Investigation (PSI) services to the U.S. Government. Pursuant to the acquisition agreement, we
included the results of operations for MSM in its consolidated financial statements effective March 1, 2003. MSM specializes in PSI services for the U.S. Government, having completed over 250,000 background investigations since its founding in 1978.
MSM has active investigation contracts to support various federal government agencies.



The cash purchase price was approximately $4.9 million, which excludes $0.2 million of acquisition-related costs and an earnout provision.



Acquisition of Certain Assets from Affiliated Computer Services, Inc. On February 8, 2004, ManTech acquired certain operations from Affiliated
Computer Services, Inc. (ACS), a provider of systems engineering, network administration, program management, and communications systems support to Department of Defense customers for $6.5 million. The assets acquired from ACS include contracts for
providing support to the U.S. Air Force Electronic Systems Centers Information Technology Services Program. Services provided through these contracts include information technology services, such as program management, systems engineering,
network engineering and administration, test and evaluation, and data management. The entire purchase price of $6.5 million was preliminarily assigned to contract rights, and is being amortized on a straight-line basis, over a 5-year period. We are
in the process of obtaining an appraisal of the intangible assets acquired, and the preliminary purchase price allocation may change as additional information concerning net assets valuation is obtained.



On June 1, 2004, we acquired additional assets from ACS. The assets acquired from ACS include
contracts for providing support to NATO. The entire purchase price of $1.5 million was preliminarily assigned to contract rights, and is being amortized on a straight-line basis, over a 5-year period. We are in the process of obtaining an appraisal
of the intangible assets acquired, and the preliminary purchase price allocation may change as additional information concerning net assets valuation is obtained.



10. Debt



On February 25, 2004, we executed the Amended and Restated Credit and Security Agreement with Citizens Bank of Pennsylvania, KeyBank National Association, Branch Banking
and Trust Company of Virginia, Chevy Chase Bank, F.S.B., and Riggs Bank, N.A., in order to increase the capacity available under our prior loan agreement. The agreement initially provides for a $125.0 million revolving credit facility that can be
increased to $200.0 million. The maturity date of the agreement is February 25, 2009. Under the agreement, we are required to maintain specified financial covenants relating to asset coverage, fixed charge coverage, and debt coverage. The agreement
also places limitations on additional borrowings, mergers, and related-party transactions, payment of dividends, and contains limitations with respect to capital expenditures. Borrowings under the agreement are collateralized by our assets and bear
interest at the London Interbank Offered Rate (LIBOR), or the lenders base rate, plus market-rate spreads that are determined based on a company leverage ratio calculation. As of June 30, 2004, we were in compliance with all material covenants
under the Credit Agreement. However, during the third quarter, we entered into a First Modification to the Amended and Restated Security and Credit Agreement, by which our covenant to maintain continued profitability was modified to permit ManTech
to sustain or incur up to $6 million in negative net income for the quarter ending June 30, 2004. Absent such modification, we would have been in default of the covenant regarding continued profitability as of June 30, 2004.



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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations



Introduction and Overview



ManTech is a leading provider of innovative technologies and solutions for mission-critical national security programs for the intelligence community, the
Department of Defense, the Department of State, the Department of Justice, the Department of Homeland Security and other federal government customers. Our expertise includes software development, enterprise security architecture, information
assurance, intelligence operations support, network and critical infrastructure protection, information technology, communications integration and engineering support. With more than 5,300 highly qualified employees, we operate in the United States
and over 30 countries worldwide.



We derive revenue primarily
from contracts with U.S. Government agencies that are focused on national security. As a result, funding for our programs and services are generally linked to trends in U.S. Government spending in the areas of defense, intelligence and homeland
security. Leading up to and following the terrorist events of September 11, 2001, the U.S. Government substantially increased its overall defense, intelligence and homeland security budgets. Hence, our focus on national security corresponds with our
customers objective to safeguard the nation. Our business has also benefited from the U.S. Governments increased need for specialized support of ongoing and mission-critical operations, due in part to the growing complexity of
technology.



During the second quarter of 2004, we faced
challenges associated with our personnel security investigations (PSI) business at our ManTech MSM Security Services, Inc. (MSM) subsidiary. In response to the governments request to substantially increase the number of cases assigned to us,
from 35 cases per day to 425 cases per day, pursuant to our contract with the Defense Security Service (DSS), we significantly expanded our operations at MSM. However, these cases proved to be significantly more complex than anticipated, requiring
substantially more work to complete these cases than our prior experience indicated. An adjustment to revenue was made in the second quarter due to a change in estimate of revenue earned and level of work to be completed under this contract. As a
result, we experienced a significant decrease in both revenue and earnings for the second quarter at our MSM subsidiary. On May 26, 2004, we announced that we were revising guidance for the second quarter, including an $11.3 million adjustment to
revenue on a contract at MSM. On July 19, 2004, we announced that we expected to report an additional loss at our MSM subsidiary, which would result in a loss for ManTech in the second quarter. Because of the fixed-price nature of the contract, the
increased costs associated with this contract reduced our earnings and, for the second quarter, we recorded approximately a $13.2 million reduction in operating income, a $7.9 million reduction in net income, and a $0.25 reduction in earnings per
share for the changes in estimate. In addition to the reduction of revenue due to a change in estimate, we recorded an estimated contract loss of $4.7 million for this contract, which reflects the best estimate of loss under present circumstances.
The final contract results will depend on many factors including negotiations with the customer; so the estimated future contract costs could exceed expected revenues by a range of approximately $4 million to $7 million. The additional loss at MSM
for the second quarter was also due to inefficiencies and disruptions caused by redirecting resources to accommodate shifting customer priorities.



During the second quarter of 2004, our other operations had revenues of $205.1 million, including $7.3 million due to the operations purchased from ACS.
This second quarter revenue represents a 21.2% increase over the results for our other operations during the comparable period of 2003. The increase was primarily due to an increase in our work under contracts with the Department of Defense and
various intelligence agencies. For these operations, cost of services grew by 22.1%, as we added personnel from recent acquisitions and experienced higher pass-though costs in the quarter. The growth in operating expenses reflected the addition of
management personnel and infrastructure related primarily to our acquisitions, as well as the execution of an agreement to terminate leased facilities that are currently idle. As a result, operating income for these operations grew by only 11.2%, to
$16.1 million, and with a slight increase in the effective tax rate, net income for these operations grew by 10.5% to $9.3 million.



The following table presents certain operational performance measures for our MSM subsidiary, our other businesses (i.e., excluding MSM), and ManTech on a
consolidated basis. This information provides additional insight into the impact of MSMs performance on ManTechs consolidated results for the three and six months ended June 30, 2004.



|                        |  |                                  |         |    |                 |   |         |              |  |   |         |   
|----------------------- |  | -------------------------------- | ------- | -- | --------------- | - | ------- | ------------ |  | - | ------- | --
|                        |  | Three Months Ended June 30, 2004 |        
|                        |  | MSM                              |         |    | OtherOperations |   |         | Consolidated | 
|Revenues                |  | $                                | (6,541  | )  |                 | $ | 205,123 |              |  | $ | 198,582 |   
|Operating Income (Loss) |  | $                                | (24,310 | )  |                 | $ | 16,076  |              |  | $ | (8,234  | ) 
|Operating Margin        |  |                                  | (371.7  | )% |                 |   | 7.8     | %            |  |   | (4.1    | )%
|Net Income (Loss)       |  | $                                | (14,478 | )  |                 | $ | 9,288   |              |  | $ | (5,190  | ) 



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|                        |  |                                |         |    |                 |   |         |              |  |   |         |  
|----------------------- |  | ------------------------------ | ------- | -- | --------------- | - | ------- | ------------ |  | - | ------- | -
|                        |  | Six Months Ended June 30, 2004 |        
|                        |  | MSM                            |         |    | OtherOperations |   |         | Consolidated | 
|Revenues                |  | $                              | 6,600   |    |                 | $ | 394,751 |              |  | $ | 401,351 |  
|Operating Income (Loss) |  | $                              | (22,896 | )  |                 | $ | 34,023  |              |  | $ | 11,127  |  
|Operating Margin        |  |                                | (346.9  | )% |                 |   | 8.6     | %            |  |   | 2.8     | %
|Net Income (Loss)       |  | $                              | (13,696 | )  |                 | $ | 19,846  |              |  | $ | 6,150   |  



Three Months Ended June 30, 2004
Compared to the Three Months Ended June 30, 2003



We
experienced an increase in revenue in the second quarter of 2004, compared to the second quarter of 2003, due to an increase in our defense and intelligence systems support as a result of the increased spending for national security and homeland
security. We also generated an increase in revenue resulting from the recent acquisition of operations from Affiliated Computer Services, Inc. (ACS). Revenue in our business, excluding MSM, grew to $205.1 million during the quarter, but was offset
by a reduction in revenue due to changes in estimates under fixed-price contracts at MSM. A contract loss of $4.7 million at MSM contributed to the net loss for the consolidated company of $5.2 million for the quarter.



Revenues



Revenues increased 12.1% to $198.6 million for the three months ended June 30, 2004, compared to $177.1 million for the same
period in 2003. Part of this increase in revenue was due to the operations purchased from ACS in the first quarter of 2004, which added $7.3 million in revenue. An additional $30 million of the increase in revenue was due to the other contracts with
the Department of Defense and various intelligence agencies. Offsetting these increases was a decrease in revenues of $14.3 million on MSM, compared to the same period in 2003. We derived approximately 43.4% of our revenue for the three months ended
June 30, 2004 from work under GSA schedule contracts, compared with approximately 39.0% for the same period in 2003. Subcontracts accounted for 13.5% of our revenue for the three months ended June 30, 2004, compared with 9.9% for the same period in
2003. We anticipate that quarterly revenues for our contracts with the Department of Defense and various intelligence agencies will continue at this level, or slightly higher levels, largely because of the United States continuing efforts on
the war on terrorism, and the specialized advanced information technology skills that we offer.



Cost of services



Cost
of services increased 28% to $184.8 million for the three months ended June 30, 2004, compared to $144.4 million for the same period in 2003. Over $6 million of this increase in cost of services was incurred on contracts purchased from ACS. An
additional $25 million of this increase in cost of services was generated through contracts with the Department of Defense and various intelligence agencies. Approximately $9.8 million of this increase was incurred at MSM, including the $4.7 million
contract loss, noted above. As a percentage of revenues, cost of services increased 11.6%, to 93.1% for the three months ended June 30, 2004, compared to 81.5% for the same period in 2003. Direct labor costs increased by 24.4%, primarily due to
additional personnel from acquisitions. For the three months ended June 30, 2004, other direct costs increased by 35.3% over second quarter 2003, from $59.4 million to $80.3 million. As a percentage of revenues, other direct costs increased
from 33.5% for the three months ended June 30, 2003 to 40.5% for the same period in 2004, due to acquisitions in 2004, the $4.7 million contract loss noted above, and increased pass-through sales during the period. For the three months ended June
30, 2004, overhead personnel and facilities costs remained flat as a percentage of revenue, compared to the same period in 2003. As a percentage of revenue, cost of services was impacted by the $14.3 million decrease in revenues at MSM and the $4.7
million contract loss, noted above.



Gross profit



Gross profit decreased 58% to $13.8 million for the three months ended June
30, 2004, compared to $32.7 million for the same period in 2003. Gross profit margin was 6.9% for the three months ended June 30, 2004, compared to 18.5% for the same period in 2003. Gross profits for the second quarter 2004 were impacted by the
$14.3 million decrease in revenues at MSM as compared to the same period in 2003 and the $4.7 million contract loss, noted above. Time and material contracts and fixed-price contracts comprised 70.8% of revenues for the three months ended June 30,
2004, compared with 64.5% for same period in 2003.



General and
administrative



General and administrative expenses
increased 27% to $20.6 million for the three months ended June 30, 2004, compared to $16.2 million for the same period in 2003. The increased expenses reflect additional management personnel and infrastructure



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##### Table of Contents

related to our acquisitions that are necessary to support the growth of our business. In addition, we accrued $850
thousand in cost anticipated in the execution of an agreement to terminate leased facilities currently idle. As a percentage of revenues, general and administrative expenses increased to 10.4% for the three months ended June 30, 2004, compared to
9.2% for the same period in 2003. Impacting this percentage of revenue was the $14.3 million decrease in revenues at MSM, noted above.



Depreciation and amortization



Depreciation and amortization expense increased 14.9% to $1.4 million for the three months ended June 30, 2004, compared to $1.2 million for the same
period in 2003. This increase resulted from an additional $187 thousand of amortization of intangible assets established in connection with our acquisitions.



Income (loss) from operations



Income from operations decreased 153.9% to an $8.2 million loss for the three months ended June 30, 2004, compared with income of $15.3 million for the
same period in 2003. Income from operations is lower, primarily due to the $14.3 million decrease in revenues at MSM and the $4.7 million contract loss, noted above.



Interest Income (Expense), net



Interest expense, net, decreased to $596 thousand for the three months ended June 30, 2004, compared with $687 thousand for the same period in 2003. The
decrease in interest expense is a result of interest revenue from letters of credit granted as discussed in the Off-Balance Sheet Arrangements section. The average levels of indebtedness were approximately $34.5 million and $25 million, in the three
months ended June 30, 2004 and June 30, 2003, respectively.



Other Income
(Expense)



Other income for the second quarter of 2004 of
$143 thousand consisted primarily of income from an investment in a joint venture offset by foreign currency conversion losses. In the second quarter of 2003, $352 thousand consisted of income primarily from investment in a joint venture offset by
foreign currency conversion losses.



Net income



Net income decreased 158.5% to a $5.2 million loss for the three months
ended June 30, 2004, compared to $8.9 million in net income for the same period in 2003. The decrease resulted from $23.5 million less in operating income, offset by decreased income tax expense of $9.6 million. Our effective tax rate for the three
months ended June 30, 2004 and June 30, 2003 was 40.3% and 40.6%, respectively.



Six Months Ended June 30, 2004 Compared to Six Months Ended June 30, 2003



Revenues



Revenues
increased 23.4% to $401.4 million for the six months ended June 30, 2004, compared to $325.2 million for the same period in 2003. Over $31 million of this increase in revenue is attributable to full first and second quarter revenues from Integrated
Data Systems (IDS), and revenue generated from contracts purchased from ACS. In addition, we derived approximately $10 million in revenue from our contract to support relocation of a U.S. Army Special Operations Command Center. Offsetting these
increases in the second quarter of 2004 was a $2.8 million decrease in revenues at MSM.



We derived approximately 43.8% of our revenues for the six months ended June 30, 2004 from work under GSA schedule contracts, compared with approximately 37.8% for the same period in 2003. Subcontracts accounted for
13.2% of our revenue for the six months ended June 30, 2004, compared with 10.3% for the same period in 2003.



Cost of services



Cost
of services increased 31.9% to $348.4 million for the six months ended June 30, 2004, compared to $264.1 million for the same period in 2003. As a percentage of revenues, cost of services increased from 81.2% to 86.8%, or 5.6% of revenue. The
increase by 5.6% of revenue is due primarily to the $2.8 million decrease in revenues at MSM and the $4.7 million contract loss, noted above. Excluding MSM adjustments, cost of service for the operations was 82.8% of revenue. Direct labor costs
increased by 26.5% due to an increase in personnel, primarily related to our acquisitions. For the six months ended June 30, 2004, other direct costs increased by 41.2% over the first six months of 2003, from $102.7 million to $145.1 million. This
increase was attributable to an increase in pass-through costs in 2004 over 2003, the $4.7 million contract loss noted above, full first and second quarter results from IDS, and costs incurred on contracts purchased from ACS. As a percentage of
revenues, other direct costs increased to 36.1% for the six months ended June 30, 2004 from 31.6% for the same period in 2003. For the six months ended June 30, 2004, overhead personnel and facilities costs remained flat, as a percentage of revenue,
as compared to the same period in 2003. Over $25 million of this increase in cost of services is attributable to full first and second quarter cost from IDS, and cost incurred on contracts purchased from ACS.



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Gross profit



Gross profit decreased 13.3% to $53.0 million for the six months ended June 30, 2004, compared to $61.1 million for the same period in 2003. Gross profit
margin decreased to 13.2% for the six months ended June 30, 2004, compared to 18.8% for the same period in 2003. The decrease in the gross profit margin was primarily the result of the $2.8 million decrease in revenues at MSM and the $4.7 million
contract loss, noted above. This profit reduction was partially offset by a one-time profit of $1.0 million on a fixed-price contract attributable to performance improvements taken in the first quarter of 2004. Time & materials and fixed-price
contracts comprised 70.1% of revenues for the six months ended June 30, 2004, compared with 63.8% for the same period in 2003.



General and administrative



General and administrative expenses increased 26.4% to $39.1 million for the six months ended June 30, 2004, compared to $30.9 million for the same period
in 2003. The increased expenses reflect additional management personnel and infrastructure related to our acquisitions that support the growth of the business. As a percentage of revenues, general and administrative expenses increased to 9.7% for
the six months ended June 30, 2004 from 9.5% for the same period in 2003.



Depreciation and amortization



Depreciation
and amortization expense increased 25.2% to $2.7 million for the six months ended June 30, 2004, compared to $2.2 million for the same period in 2003. The increase resulted from an additional $0.5 million of amortization of intangible assets
established in connection with our four most recent acquisitions, as well as $0.1 million of additional depreciation and other expenses.



Income from operations



Income from operations decreased 60.2% to $11.1 million for the six months ended June 30, 2004, compared with $28.0 million for the same period in 2003.
The decrease was primarily a result of the $2.8 million decrease in revenues at MSM and the $4.7 million for contract loss, noted above.



Net income



Net income decreased 61.2% to $6.2 million for the six months ended June 30, 2004, compared to $15.8 million for the same period in 2003. Our effective
tax rate for the three months ended June 30, 2004 and June 30, 2003 was 41.0% and 40.6%, respectively.



Backlog



At June 30,
2004 and December 31, 2003, our backlog was $1.5 billion and $1.5 billion, respectively, of which $401 million and $375 million, respectively, was funded backlog. At June 30, 2003, our backlog was $1.5 billion, of which $342 million was funded
backlog. Backlog and funded backlog represent estimates that we calculate on a consistent basis. Additional information on how we determine backlog is included in our annual report on form 10-K for the fiscal year ended December 31, 2003, previously
filed with the SEC.



Liquidity and Capital Resources



Our primary source of liquidity is cash provided by operations and our
$125 million revolving credit facility. At June 30, 2004, we had outstanding loans of $33.0 million under the credit facility. Generally, cash provided by operating activities is adequate to fund our operations. We maintain a $25.0 million
outstanding loan balance, related to our interest rate swap agreements, which has a fixed rate of 6.83%. In addition, due to fluctuations in our cash flows and the growth in the operations, it is necessary from time to time to borrow above the $25.0
million level. In the future, we may borrow greater amounts in order to finance acquisitions or major new contract start ups. Net proceeds of $67.6 million from our follow-on public offering in 2002 were used to fund our acquisitions and related
expenses of IDS and MSM during the first quarter of 2003.



Net cash flows
from operating activities



Cash provided by operating
activities for the six months ended June 30, 2004 was $13 thousand, compared to $9.0 million of cash provided by operating activities for the six months ended June 30, 2003. In the six months ended June 30, 2004, cash provided by operating
activities was primarily the result of an increase in contract receivables of $6.7 million, and a decrease in deferred taxes of $12.4 million and accrued salaries of $4.4 million; offset by income from continuing operations of $6.2 million,
depreciation and amortization of $3.8 million, a decrease in prepaid expenses of $5.7 million, and an increase in accounts payable of $5.9 million and billings in excess and accrued retirement of $3.3 million. In the six months ended June 30, 2003,
cash provided by operating activities was primarily the result of income from continuing operations of $15.8 million; depreciation and amortization of $3.1 million, and an increase in billings in excess of $2.0 million; offset by an increase in
contract receivables and prepaid expenses of $7.4 million, and a decrease in accrued salaries and deferred income taxes of $5.1 million.



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Net cash flows from investing activities



Cash used in investing activities of operations was $13.6 million for the six months ended June 30, 2004, compared to $71.2
million for the same period in 2003. Investing activities in the first six months of 2004 included the acquisitions of certain assets from ACS for $8.0 million, a $2.9 million payment for an earnout on a prior years acquisition, and purchases
of property of $2.5 million. Investing activities in the first six months of 2003 included the acquisitions of IDS and MSM for $62.7 million and $4.9 million, respectively; purchases of property and equipment of $1.9 million; and investments in
intellectual property of $1.0 million. Investing activities have primarily consisted of investments in intellectual property, acquisitions of businesses, and purchases of property and equipment. In the future, we expect to continue with selective
acquisitions that are consistent with our strategic plan for growth.



Net
cash flows from financing activities



Cash provided by
financing activities was $11.1 million for the six months ended June 30, 2004, compared to cash used in financing activities of $0.8 million for the six months ended June 30, 2003. The net cash provided in the first six months of 2004 resulted
primarily from an increase in our borrowings of $7.8 million and proceeds from the exercise of stock options of $3.2 million. The cash provided by financing activities was primarily used for the acquisitions. The net cash used in the first six
months of 2003 resulted primarily from our payment of the final installment of a not-to-compete financing offset by proceeds received from employees upon the exercise of stock options.



Credit Agreement



On February 25, 2004, we executed the Amended and Restated Credit and Security Agreement with Citizens Bank of Pennsylvania, KeyBank National Association,
Branch Banking and Trust Company of Virginia, Chevy Chase Bank, F.S.B., and Riggs Bank, N.A., in order to increase the capacity available under our prior loan agreement. The agreement initially provides for a $125.0 million revolving credit facility
that can be increased to $200.0 million. The maturity date of the agreement is February 25, 2009. Under the agreement, we are required to maintain specified financial covenants relating to asset coverage, fixed charge coverage, and debt coverage.
The agreement also places limitations on additional borrowings, mergers, and related-party transactions, payment of dividends, and contains limitations with respect to capital expenditures. Borrowings under the agreement are collateralized by our
assets and bear interest at the London Interbank Offered Rate (LIBOR), or the lenders base rate, plus market-rate spreads that are determined based on a company leverage ratio calculation. To manage our exposure to the fluctuations in these
variable interest rates, we executed an interest swap in December 2001. The swap agreement has a notional principal amount of $25.0 million and currently has a fixed LIBOR rate of 6.83%. As of June 30, 2004, we were in compliance with all material
covenants under the Credit Agreement. However, during the third quarter, we entered into a First Modification to the Amended and Restated Security and Credit Agreement, by which our covenant to maintain continued profitability was modified to permit
us to sustain or incur up to $6 million in negative net income for the quarter ending June 30, 2004. Absent such modification, we would have been in default of the covenant regarding continued profitability as of June 30, 2004.



We believe the capital resources available to us under our credit agreements
and cash from our operations are adequate to fund our ongoing operations and to support the internal growth we expect to achieve for at least the next 12 months. We anticipate financing our external growth from acquisitions and our longer-term
internal growth through one or more of the following sources: cash from operations; additional borrowing; issuance of equity; use of the existing revolving facility; or a refinancing of our credit facilities.



Off-Balance Sheet Arrangements



Effective June 20, 2003, our lenders issued two letters of credit to Fianzas
Guardiana Inbursa, S.A. (FGI) on behalf of GSE Systems, Inc. (GSE). The first letter of credit supports an advance payment bond of approximately $1.8 million, issued by FGI to a customer of GSEs power business, and has a term of 30 months. The
second letter of credit supports a performance bond of approximately $1.3 million issued by FGI to the same customer, and has a term of 42 months. FGI can draw upon both letters of credit in the event that the performance bonds are drawn on by the
customer, which would only occur in the event of a contractual default by GSE. In the event that the letters of credit are drawn upon, we have entered into a collateral agreement with GSE whereby GSE has agreed to indemnify us from any and all
costs, damages, claims, actions, demands, losses and expenses (including the value of the letters of credit drawn upon, reasonable attorneys fees, collection fees or enforcement fees). In exchange for issuing the letters of credit, we received
100,000 warrants to purchase GSEs common stock at the market price of GSEs common stock on the close of business on July 8, 2003, and will receive a 7% annual fee, payable on a quarterly basis, calculated on the total amount of the
then-existing value of the letters of credit.



In accordance
with Financial Accounting Standards Board (FASB) Interpretation (FIN) No. 45, we have established a $3.1 million long-term liability for these guarantees and have increased the carrying value of our investment in GSE by an equivalent amount.



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Discontinued Operations



In September 2001, we decided to exit certain lines of business involving foreign operations or operations that primarily serve commercial customers.
Since then, we have disposed of several of our businesses and have classified them as discontinued operations in our consolidated financial statements. We concluded the disposal of all of these businesses prior to December 31, 2002, except our
Australia-based software solutions business, which we sold in February 2003.



Critical Accounting Estimates and Policies



Critical accounting policies are defined as those policies that reflect significant judgments and uncertainties, and can potentially result in materially different results under different assumptions and conditions. Application of these
policies is particularly important to the portrayal of our financial condition and results of operations.



Revenue Recognition and Cost Estimation



We recognize revenue when persuasive evidence of an arrangement exists, services have been rendered, the contract price is fixed or determinable, and
collectibility is reasonably assured. We have a standard internal process that we use to determine whether all required criteria for revenue recognition have been met. This standard internal process includes a monthly review of contract revenues and
expenses by several levels of management. This review covers, among other matters, progress against schedule, project staffing and levels of effort, risks and issues, subcontract management, incurred and estimated costs, and disposition of prior
action items, and is designed to determine whether the overall progress on a contract is consistent with the effort expended and revenue recognized to date.



Our revenues consist primarily of payments for the work of our employees, and to a lesser extent, the pass through of costs for materials and subcontract
efforts under contracts with our customers. Cost of services consists primarily of compensation expenses for program personnel, the fringe benefits associated with this compensation, and other direct expenses incurred to complete programs, including
cost of materials and subcontract efforts.



We derive the
majority of our revenue from cost-plus-fixed-fee, cost-plus-award-fee, firm-fixed-price, or time-and-materials contracts. Absent evidence to the contrary, we recognize revenue as follows: revenues for cost-reimbursement contracts are recorded as
reimbursable costs are incurred, including a pro-rata share of the contractual fees. For time-and-material contracts, revenue is recognized to the extent of billable rates times hours delivered plus material and other reimbursable costs incurred.
For long-term fixed-price production contracts, revenue is recognized at a rate per unit as the units are delivered, or by other methods to measure services provided. Revenue from other long-term fixed-price contracts is recognized ratably over the
contract period or by other appropriate methods to measure services provided. Contract costs are expensed as incurred except for certain limited long-term contracts noted below. For long-term contracts which are specifically described in the scope
section of American Institute of Certified Public Accountants (AICPA) Statement of Position (SOP) No. 81-1, Accounting for Performance of Construction Type and Certain Production-Type Contracts, or other
appropriate accounting literature we apply the percentage of completion method. Under the percentage of completion method, income is recognized at a consistent profit margin over the period of performance based on estimated profit margins at
completion of the contract. This method of accounting requires estimating the total revenues and total contract cost at completion of the contract. During the performance of long-term contracts, these estimates are periodically reviewed and
revisions are made as required. The impact on revenue and contract profit as a result of these revisions is included in the periods in which the revisions are made. This method can result in the deferral of costs or the deferral of profit on these
contracts. Because we assume the risk of performing a fixed-price contract at a set price, the failure to accurately estimate ultimate costs or to control costs during performance of the work could result, and in some instances has resulted, in
reduced profits or losses for such contracts. Estimated losses on contracts at completion are recognized when identified. In certain circumstances, revenues are recognized when contract amendments have not been finalized. Prior to agreeing to
commence work directed by the customer and before receipt of the written modification or amendment to the existing contract, we require the completion of an internal memo that assesses the probability of the modification being executed in a timely
fashion and our ability to subsequently collect payment from the customer.



Contract revenue recognition inherently involves estimation. Examples of estimates include the contemplated level of effort to accomplish the tasks under contract, the cost of the effort, and an ongoing assessment of
our progress toward completing the contract. From time to time, as part of our standard management processes, facts develop that require us to revise our estimated total costs or revenues. In most cases, these revisions relate to changes in the
contractual scope of our work. To the extent that a revised estimate affects contract profit or revenue previously recognized, we record the cumulative effect of the revision in the period in which the facts requiring the revision become known.
Anticipated losses are recognized in the accounting period in which they are first determined.



Goodwill



Goodwill
represents the excess of cost over the fair value of net tangible and identifiable intangible assets of acquired companies. Effective January 1, 2002, we adopted SFAS No. 142, and no longer amortize goodwill; rather, we review goodwill at least
annually for impairment. We have elected to perform this review annually during second quarter of each calendar year and no adjustments were necessary.



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Other Matters



Our significant accounting policies, including the critical policies listed above, are described in the notes to the consolidated financial statements for
the year ended December 31, 2003, included in our Annual Report on Form 10-K for the same period, filed with the SEC on March 15, 2004.



Forward-Looking Statements



This quarterly report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties, many of which are outside of our
control. ManTech believes these statements to be within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify these statements by forward-looking words such as may, will,
should, expect, plan, intend, anticipate, believe, estimate, continue and other similar words. You should read statements that contain these words
carefully because they discuss our future expectations, make projections of our future results of operations or financial condition or state other forward-looking information.



We believe that it is important to communicate our future expectations to our investors. However, there may be events in the
future that we are not able to predict accurately or control. The factors that could cause actual results to differ materially from anticipated results include, but are not limited to, the following:



| |  | adverse changes in U.S. Government spending priorities;
| | - | -------------------------------------------------------



| |  | failure to retain existing U.S. Government contracts or win new contracts;
| | - | --------------------------------------------------------------------------



| |  | failure to obtain option awards, task orders or funding under contracts;
| | - | ------------------------------------------------------------------------



| |  | risk of contract performance or termination;
| | - | --------------------------------------------



| |  | risk of adverse consequences resulting from contract negotiations on existing U.S. Government contracts;
| | - | --------------------------------------------------------------------------------------------------------



| |  | adverse results of U.S. Government audits of our government contracts;
| | - | ----------------------------------------------------------------------



| |  | risks associated with complex U.S. Government procurement laws and regulations;
| | - | -------------------------------------------------------------------------------



| |  | continuing liabilities or losses from discontinued operations;
| | - | --------------------------------------------------------------



| |  | failure to successfully integrate recently acquired companies or businesses into our operations or to realize any accretive or synergistic effects from such acquisitions;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | failure to identify, execute or effectively integrate future acquisitions; and
| | - | ------------------------------------------------------------------------------



| |  | additional costs associated with complying with new laws and regulations relating to corporate governance issues.
| | - | -----------------------------------------------------------------------------------------------------------------



These and other risk factors are more fully described and discussed in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2003, filed with the SEC on March 15, 2004, and from time to time, in our other filings with the SEC. The statements in this quarterly report are made as of the date of this quarterly
report, and we undertake no obligation to update any of the forward looking statements made herein, whether as a result of new information, future events, changes in expectations or otherwise.



Item 3. Quantitative and Qualitative Disclosure about Market Risk



Our exposure to market risk relates to changes in interest rates for borrowings under our senior term loan and revolving credit facility. These borrowings bear interest at variable rates. As of June 30, 2004, we had
$33.0 million in borrowings outstanding under our revolving credit facility. A hypothetical 10% increase in interest rates would have increased our interest expense for the six months ended June 30, 2004 by less than $0.1 million.



In December 2001, we entered into an interest swap agreement in order to
reduce our exposure associated with the market volatility of fixed London Interbank Offered Rate (LIBOR) interest rates. This agreement has a notional principal amount of $25.0 million and, as of June 30, 2004, had a rate of 6.83%. This agreement is
a hedge against revolving debt of $25.0 million, which bears interest at monthly floating LIBOR plus 1.00%. At stated monthly intervals the difference between the interest on the floating LIBOR-based debt and the interest calculated in the swap
agreement are settled in cash. The value of the swap at June 30, 2004 was a negative $3.5 million.



We do not use derivative financial instruments for speculative or trading purposes. We invest our excess cash in short-term, investment grade,
interest-bearing securities. Our investments are made in accordance with an investment policy approved by the board of directors. Under this policy, no investment securities can have maturities exceeding one year, and the average maturity of the
portfolio cannot exceed 90 days.



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Item 4. Controls and Procedures



As of June 30, 2004, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), management evaluated the
effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 of the Exchange Act. Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure
controls and procedures were effective, as of June 30, 2004, such that the information relating to us that is required to be disclosed in our reports filed with the SEC (i) is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms, and (ii) is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.



There were no significant changes in our internal control over financial
reporting during the three months ended June 30, 2004 that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting.



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PART II  OTHER INFORMATION



Item 1. Legal Proceedings



From
time to time, we are subject to legal proceedings, investigations, claims and disputes that arise in the ordinary course of its business. Although we cannot predict the outcomes of these and other legal proceedings, investigations, claims and
disputes, based on the information now available to us, we do not believe that the ultimate resolution of these matters, either individually or in the aggregate, will have a material adverse effect on our business, prospects, financial condition or
operating results.



Item 4. Submission of Matters to a Vote of Security Holders



On June 23, 2004, we held our 2004 annual meeting of stockholders. At the annual meeting, our stockholders elected eight persons to serve as directors until the 2005 annual meeting of stockholders. The following table
states the votes cast for, against or withheld with respect to the election of directors, as well as the number of abstentions with respect to the election of directors. There were no broker non-votes or abstentions on this matter.



|                         |  |            |  |             |  |           |  |        
|------------------------ |  | ---------- |  | ----------- |  | --------- |  | -------
|                         |  | For        |  | Withheld   
|Director Name            |  | Class A    |  | Class B     |  | Class A   |  | Class B
|George J. Pedersen       |  | 8,527,078  |  | 150,752,930 |  | 7,448,328 |  | 0      
|Barry G. Campbell        |  | 15,793,621 |  | 150,752,930 |  | 181,785   |  | 0      
|Edward S. Civera         |  | 15,793,621 |  | 150,752,930 |  | 181,785   |  | 0      
|Walter R. Fatzinger, Jr. |  | 15,779,717 |  | 150,752,930 |  | 195,689   |  | 0      
|Richard J. Kerr          |  | 8,038,666  |  | 150,752,930 |  | 7,936,740 |  | 0      
|Stephen W. Porter        |  | 8,448,078  |  | 150,752,930 |  | 7,527,328 |  | 0      
|Raymond A. Ranelli       |  | 15,903,021 |  | 150,752,930 |  | 72,385    |  | 0      
|Ronald R. Spoehel        |  | 8,431,678  |  | 150,752,930 |  | 7,543,728 |  | 0      



The stockholders also
ratified the appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2004. The following table states the votes cast for and against the ratification of the
appointment of Deloitte & Touche LLP, as well as the number of abstentions with respect to the ratification of the appointment of Deloitte & Touche LLP. There were no broker non-votes on this matter.



|           |  |             |  |         |  |         |  |        
|---------- |  | ----------- |  | ------- |  | ------- |  | -------
|For        |  | Against     |  |        
|Class A    |  | Class B     |  | Class A |  | Class B |  | Abstain
|15,488,472 |  | 150,752,930 |  | 477,649 |  | 0       |  | 9,285  



Item 5. Other Information



In
accordance with Section 10A(i)(2) of the Securities Exchange Act of 1934, as added by section 202 of the Sarbanes-Oxley Act of 2002, we are required to disclose any non-audit services approved by the Audit Committee to be performed by our
independent registered public accounting firm.



Non-audit
services are defined as services other than those provided in connection with an audit or a review of our financial statements. During the quarter ended June 30, 2004, the Audit Committee approved the engagement of Deloitte & Touche LLP to
provide tax compliance and related services to ManTech.



On
June 23, 2004, ManTech formed a Nominations Committee for the purpose of identifying individuals qualified to become members of the Board of Directors and recommending persons for the Board of Directors to select as nominees for election as
directors of ManTech. At this time, ManTech continues to consider any qualified candidates that are recommended by our stockholders in a similar manner and with the same diligence that we evaluate candidates recommended directly by our Nominations
Committee. With the formation of the Nominations Committee, we now ask that stockholders desiring to recommend a qualified candidate contact the Chairman of the Nominations Committee, instead of contacting the Board of Directors as a whole, at our
principal executive offices: 12015 Lee Jackson Highway, Fairfax, Virginia 22033-3300; Attention: Chairman of the Nominations Committee. Pursuant to our Nominations Committee charter, the Nominations Committee will adopt a formal policy regarding the
consideration of director nominations submitted by our stockholders, and when such a formal policy is adopted, we will report those changes to our stockholders in the Form 10-Q or Form 10-K for the period in which the changes occur.



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Item 6. Exhibits and Reports on Form 8-K



(a)
Exhibits required by Item 601 of Regulation S-K:



|            |  |                                                                                                                                                                                                                                                                   
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT NO. |  | DESCRIPTION                                                                                                                                                                                                                                                       
|4.1         |  | First Modification to Amended and Restated Credit and Security Agreement with Citizens Bank of Pennsylvania, KeyBank National Association, Branch Banking and Trust Company of Virginia, and
Chevy Chase Bank, F.S.B., and Riggs Bank, N.A., dated August 6, 2004.
|            | 
|31.1        |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.                                                                                                                                           
|            | 
|31.2        |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.                                                                                                                                           
|            | 
|32          |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended.                                                                                                               



(b) Reports on Form 8-K



|             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|FILING DATE  |  | DESCRIPTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|May 27, 2004 |  | On May 27, 2004, ManTech filed a report on Form 8-K dated May 26, 2004 relating to its issuance of a press release announcing a change to its revenue guidance for the second quarter of fiscal
year 2004 and its earnings guidance for the second quarter of fiscal year 2004 and full year 2004, due to a change in estimated revenue earned and level of work remaining to be completed under a fixed-price unit-type contract at its ManTech MSM
Security Services, Inc. subsidiary.



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##### Table of Contents

SIGNATURES



Pursuant to the requirements 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.



|                      |  |                                   |  |                                                                          
|--------------------- |  | --------------------------------- |  | -------------------------------------------------------------------------
|                      |  | MANTECH INTERNATIONAL CORPORATION
|                      |  |                                  
|Date: August 16, 2004 |  | By:                               |  | /s/ GEORGE J. PEDERSEN                                                   
|                      |  | Name:                             |  | George J. Pedersen                                                       
|                      |  | Title:                            |  | Chairman of the Board of Directors, Chief Executive Officer and President



|                      |  |        |  |                                                               
|--------------------- |  | ------ |  | --------------------------------------------------------------
|Date: August 16, 2004 |  | By:    |  | /s/ RONALD R. SPOEHEL                                         
|                      |  | Name:  |  | Ronald R. Spoehel                                             
|                      |  | Title: |  | Executive Vice President, Chief Financial Officer and Director



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