See notes to condensed consolidated financial statements (unaudited)

CACI INTERNATIONAL INC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(dollars in thousands)

See notes to condensed consolidated financial statements (unaudited).

CACI INTERNATIONAL INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(dollars in thousands)

CACI INTERNATIONAL INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

A.     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. Certain information and note disclosures normally included in the annual financial statements, prepared in accordance with generally accepted accounting principles, have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information presented not misleading.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all necessary adjustments and reclassifications (all of which are of a normal, recurring nature) that are necessary for fair presentation for the periods presented. It is suggested that these unaudited condensed consolidated financial statements be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included in the Company's latest annual report to the Securities and Exchange Commission on Form 10-K for the year ended June 30, 1999.

Certain reclassifications have been made to the prior period's financial statements to conform to the current presentation (See also Note C).

B.     Accounts Receivable

Total accounts receivable are net of allowance for doubtful accounts of $2,153,000 and $3,050,000 at March 31, 2000 and June 30, 1999, respectively. Accounts receivable are classified as follows:

C.     Discontinued Operations

On November 2, 1999, the Company executed a letter of intent to sell its COMNET products business to Compuware Corporation. On December 15, 1999, the Company completed the sale of the net assets of the COMNET products business for $37 million in cash and $3 million in escrow to be received one year from the settlement date. This resulted in a net after tax gain for the Company of $21.1 million. Included in the gain was a net after tax loss from discontinued operations of $118 thousand for the period from November 3, 1999 to December 15, 1999. The consolidated statements of operations for prior periods have been restated for consistent presentation of discontinued operations.

D.     Acquisitions

On February 1, 2000, the Company completed its acquisition of all the common stock of XEN Corporation ("XEN") for $7.89 per share in cash. The total purchase price was $4,258,500. XEN specializes in providing quality systems engineering, engineering design, distance learning, training development, multimedia support, electronic commerce, and data security services to national intelligence organizations, the Department of Defense, and the U.S. Navy. The transaction was funded through borrowings under the Company's existing line of credit with a group of banks. XEN, which has approximately 70 employees, is operated as a wholly-owned subsidiary of CACI Technologies, Inc., a wholly-owned subsidiary of the Registrant. The operations of the new subsidiary will be fully integrated into the Company to achieve the full benefit of the merger for customers and shareholders. XEN's revenues for its fiscal year ended September 30, 1999 were $8.5 million. The transaction has been recorded using the purchase method of accounting. Approximately $2.5 million of the purchase consideration has been allocated to goodwill based upon the excess of the purchase price over the estimated fair value of net assets acquired, and will be amortized over 15 years. The primary purchase price allocation may change during the year ending June 30, 2000, as additional information concerning the net asset valuation is obtained. XEN contributed $1.4 million of revenue for the period from February 1, 2000 to March 31, 2000.

On September 24, 1999, the Company purchased the assets of MapData Online International Ltd and Digital MapData Online Ltd. (collectively, "MapData") for $0.6 million in cash and, therefore, the transaction has been recorded using purchase accounting standards. MapData provided demographic software which, when bundled with existing products offered by the Company's Marketing System Group ("MSG"), will enhance MSG's capabilities in the U.S. market. The purchase price has been allocated based upon the fair value of the assets acquired. No goodwill has been recognized in connection with transaction.

E.     Business Segment Information

The Company reports financial data in two segments: Information Systems Group ("ISG") and Marketing Systems Group ("MSG"). Operating results for the segments are as follows:

F.     Commitments and Contingencies

The Company is involved in various lawsuits, claims, and administrative proceedings arising in the normal course of business. Management is of the opinion that any liability or loss associated with such matters will not have a material adverse effect on the Company's operations and liquidity.

G.     Subsequent Event

On April 1, 2000 the Company purchased substantially all of the assets of Century Technologies, Incorporated (CENTECH). The total purchase price was $7,668,000.

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

Results of Operations For the Three and Nine Months Ended March 31, 2000 and 1999.

Revenues.    The table below sets forth the customer mix in revenues with related percentages of total revenues for the three and nine months ended on March 31, 2000 (FY00) and March 31, 1999 (FY99), respectively:

(dollars in thousands)		Third Quarter										First Nine Months
		FY00					FY99					FY00					FY99
Department of Defense		$	61,105		50.0%		$	61,745		52.4%		$	183,694		50.8%		$	152,167		49.2%
Federal Civilian Agencies			37,725		30.9%			34,357		29.2%			101,571		28.1%			95,583		30.9%
Commercial			16,244		13.3%			16,174		13.7%			49,097		13.6%			47,387		15.3%
State & Local Governments			7,038		5.8%			5,491		4.7%			27,509		7.5%			14,333		4.6%
Total		$	122,112		100.0%		$	117,767		100.0%		$	361,871		100.0%		$	309,470		100.0%

For the three months and nine months ended March 31, 2000, the Company's total revenue increased by 3.7%, or $4.4 million, and by 16.9%, or $52.4 million, respectively, over the same periods last year. Approximately $2.9 million, or 67.7% of the three month increase, and $19.7 million, or 37.5% of the nine month increase, was achieved through internal growth for the quarter and nine month ended March 31, 2000, respectively, over the same periods a year ago. The remaining increases of $1.5 million for three month and $32.7 million for the nine month of FY00, respectively, as compared to FY99 were primarily the result of the Company acquiring all of the issued and outstanding common stock of XEN Corporation ("XEN") on February 1, 2000 and QuesTech, Inc. ("QuesTech") on November 13, 1998.

Department of Defense revenue remained flat for the quarter and increased 20.7%, or $31.5 million, for the first nine month. The QuesTech acquisition accounted for the majority of the growth for the nine month period.

Revenue from Federal Civilian agencies increased 9.8%, or $3.4 million, and 6.3%, or $6 million, for the quarter and first nine months of FY00 as compared to the same periods a year ago. Approximately 54.6% of Federal Civilian agency revenue is derived from the Department of Justice ("DoJ") in providing litigation support services and in developing an automated debt collection system. Revenue for DoJ was $18.6 million and $55.4 million for the quarter and nine months ended March 31, 2000, as compared to $19.2 million and $52.1 million for the same periods in FY99.

Commercial revenue increased slightly for the quarter and by 3.6%, or $1.7 million, for the first nine months, as compared to the same period a year ago. This was primarily due to unusually slow growth in systems integration task orders as consumers focused on year 2000 issues.

Revenue from state and local governments increased by 28.2%, or $1.5 million, and 91.9%, or $13.2 million, for the quarter and nine months ended March 31, 2000, respectively, over the same periods a year ago. The growth from this area is primarily attributable to higher levels of systems integration work.

The following table sets forth the relative percentage that certain items of expense and earnings bear to revenues for the quarter and nine months ended March 31, 2000 and March 31, 1999, respectively.

Operating Income. Operating income increased 6.1% and 20.6% for the quarter and nine months ended March 31, 2000, as compared to the same periods a year ago. This is due to the 3.7% and 16.9% growth in revenue for the three and nine months of FY00, respectively, along with the Company's continued ability to control its indirect cost and selling expenses.

As percentage of revenue, direct costs remained flat as compared to the same period a year ago. Direct costs include direct labor and other direct costs such as equipment purchases, subcontractor costs and travel expenses. The largest component of direct costs, direct labor, was $37.4 million and $34.2 million for the third quarter of FY00 and FY99, respectively. For the nine months ended March 31, 2000 and 1999, direct labor was respectively, $106.3 million and $91 million. Other direct costs were slightly down in the quarter as compared to the prior year and up 19.1%, or $16.9 million, through the first nine months of FY00 as compared to FY99.

Indirect costs and selling expenses include fringe benefits, marketing, and bid and proposal costs, indirect labor, and other discretionary costs, most of which are highly variable. As a percentage of revenue, indirect costs have remained relatively flat for the quarter and nine months ended for FY00 as compared to FY99.

Depreciation and amortization expense increased by $172 thousand and $403 thousand as compared to last year over the same periods. This growth was primarily due to investments in facility costs.

Goodwill amortization expense has increased slightly in the third quarter and by $458 thousand in the first nine months of FY00 as compared to the same periods a year ago, due primarily to the acquisition of QuesTech in the prior fiscal year.

Interest Expense. Interest expense decreased $621 thousand for the third quarter and increased slightly for the first nine months of FY00 as compared to the same periods in FY99. The decrease for the quarter was due primarily to the pay down of the Company's line of credit from the proceeds on the sale of the COMNET products business. For the first nine months of FY00, average borrowings were $52.2 million versus $55.3 million for the first nine months of FY99. In the third quarter of FY00, average borrowings were $28.5 million as compared to $75.1 million for FY99. This lower borrowings were due primarily from the sale proceeds as mentioned above, along with increased efforts on cash collections.

Income Taxes. The effective income tax rate for both the quarter and nine months ended March 31, 2000 was 39.0% as compared to 39.9% and 38.4% for the quarter and nine months ended March 31, 2000.

Liquidity and Capital Resources

Historically, the Company's positive cash flow from operations and available credit facilities provided adequate liquidity and working capital to fully fund the Company's operational needs and support the acquisition activities. Working capital was $81.7 million and $66.7 million as of March 31, 2000 and June 30, 1999, respectively. The increase in working capital in the first nine months is attributable to the Company drawing down the line of credit at March 31, 2000, which will be used for acquisition purposes (see subsequent events). There were also higher accounts receivables which were generated from increased revenues. Operating activities provided cash in the amount of $468 thousand for the nine months of FY00 as compared to FY99, when operating activities provided cash of $8.9 million. The decrease in cash provided by operating activities is due to $12.5 million of income tax payments in the nine month period of FY00 as compared to $8.8 million of income tax payments in FY99. In addition, the decrease is due to cash payments related to higher other direct costs resulting from the 16.9% growth in revenues for the first nine months of FY00 as compared to FY99.

The Company used the proceeds from the sale of the COMNET product business to pay down its line of credit. In FY99, the Company financed its investing activities from operating cash flows and from a net increase in borrowings of $39.2 million under its line of credit.

The Company generated $23.6 million in cash from investing activities for the nine months ended March 31, 2000 versus using $50 million for the same period a year ago. The cash used in FY99 was primarily due to the acquisitions of QuesTech for $41.6 million and of Information Decision Systems for $2.6 million. The cash generated in FY00 is due to the sale of the COMNET products business for $40 million, of which $3 million is held in escrow, net of the purchase of the XEN Corporation of $4.3 million and purchases of property and equipment of $7.6 million.

The Company maintains a five-year unsecured revolving line of credit which expires on June 19, 2003. The agreement permits borrowings of up to $125 million with annual sublimits on amounts borrowed for acquisitions. The Company also maintains a 500,000 pound sterling unsecured line of credit in London, England, which expires in November 2000. At March 31, 2000, the Company had approximately $81.3 million available for borrowings under its lines of credit.

The Company believes that the combination of internally generated funds, available bank borrowings and cash on hand will provide the required liquidity and capital resources for the foreseeable future.

Year 2000

In its quarterly report to the Securities and Exchange Commission for the quarter ended December 31, 1999, the Company reported that it had achieved material compliance with its multi-dimensional compliance program. To date, the Company has not experienced any significant disruptions in any aspect of its operations. The Company continues to monitor its infrastructure, its products offered, and its critical business partners to ensure continued success. The Company has not incurred any material expenditures in addition to those already reported in its prior filing and does not anticipate any significant future costs related to maintaining its Year 2000 compliance.

PART II

OTHER INFORMATION

Item 1.   Legal Proceedings

CACI, INC.-FEDERAL v. Arizona Department of Transportation

Reference is made to Part II, Item 1, Legal Proceedings, in the Registrant's Report on Form 10-Q for the quarter ended December 31, 1999 for the most recently filed information concerning the lawsuit filed on June 25, 1996, by CACI, INC. - FEDERAL ("CACI"), the Registrant's wholly-owned subsidiary, in Superior Court for Maricopa County, Arizona, against the Arizona Department of Transportation ("ADOT"). This suit seeks the following: (i) a declaratory judgment that the disputes procedures mandated by the Arizona Procurement Code is unconstitutional; (ii) a declaratory judgment that ADOT cannot assert claims against CACI under the mandated disputes procedure; (iii) a declaratory judgment that ADOT is not entitled to recover consequential damages in connection with the dispute; (iv) $2,938,990 plus interest in breach of contract damages; (v) the return of CACI's property seized by ADOT in connection with the termination of the contract; and (vi) lawyers' fees. ADOT has counterclaimed, seeking in excess of $100 million in damages allegedly caused by CACI's breach of contract.

Since the filing of Registrant's report indicated above, final settlement documentation has been distributed to the parties for signature. The settlement will have no adverse financial or legal consequences to CACI.

John Chrysogelos v. V. L. Salvatori, et al

In the fall of 1999, an action styled John Chrysogelos v. V. L. Salvatori, et al C.A. 17408NC, was filed in the Chancery Court for the State of Delaware setting forth both class and derivative claims alleging that the Registrant's Directors breached their fiduciary and other duties to the Registrant and its stockholders by (i) adopting by-law amendments specifying procedures for stockholder actions by consent and calling of special meetings; and, (ii) failing to evaluate and fairly respond to a premium cash offer to purchase the stock of the Registrant.

Since the filing of the Registrant's Report on Form 10-Q for the quarter ended December 31, 1999, there has been no change in the status of the litigation.

Parsow Partnership, Ltd., et al v. J. P. London, et al

In November, 1999, an action styled Parsow Partnership, Ltd., et. al. v J. P. London, et al, CA No. 99-770, was filed in the United States District Court for the District of Delaware alleging that the Board of Directors and senior management of the Registrant had solicited proxies in violation of Sections 14(a) and 20(2) of the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 14(a-9) promulgated thereunder.

On December 8, 1999, the Defendants filed their Answer and Counterclaim denying the substantive allegations of the Complaint, and claiming that the Plaintiffs violated Sections 14(a) and 20(a) of the Exchange Act and Rules 14a-2(b)(2) and 14a-9 promulgated thereunder by soliciting the proxies from more than ten (10) stockholders and by making false and misleading statements in solicitation of proxies.

Since the filing of the Registrant's Report on Form 10-Q for the quarter ended December 31, 1999, the parties have been engaged in discovery.

Item 5.   Other Information

Forward Looking Statements

There are statements made herein which do not address historical facts and, therefore, could be interpreted to be forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements are subject to factors that could cause actual results to differ materially from anticipated results. The factors that could cause actual results to differ materially from those anticipated include, but are not limited to, the following: regional and national economic conditions; changes in interest rates; failure to achieve contract awards in connection with recompetes for present business and/or competition for new business; the risks and uncertainties associated with client interest in and purchases of new products and/or services; continued funding of U.S. Government or other public sector projects in the event of a priority need for funds; government contract procurement (such as bid protest) and termination risks; individual business decisions of our clients; paradigm shifts in technology; competitive factors such as pricing pressures and/or competition to hire and retain employees; our ability to complete acquisitions and/or divestitures appropriate to achievement of our strategic plans; Year 2000 issues, particularly as they concern the cost of litigation and potential legal liability associated with products, systems and services which are no longer under warranty or maintenance obligations; material changes in laws or regulations applicable to our businesses; our own ability to achieve the objectives of near term or long range business plans; and other risks described in the Company's Securities and Exchange Commission filings.

Item 6.   Exhibits and Reports on Form 8-K

CACI INTERNATIONAL INC AND SUBSIDIARIES

INDEX TO EXHIBITS

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 hereunto duly authorized.