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PROSPECTUS SUPPLEMENT Rules 424(b)(3) and 424(c)
To Prospectus dated July 3, 1997 Registration Nos. 333-26025
333-3215
33-58669
33-53177
33-61022
33-47244
33-40079
27,750,000 SHARES OF CLASS A COMMON STOCK
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
The first full paragraph on page 19 of the Prospectus dated July 3, 1997
is revised in its entirety to read as follows:
Investments in the Company Stock Fund (other than the non-exchangeable
matching contribution described in the preceding paragraph) may be exchanged
into other investment choices only on a Trade Date. Generally, balances from
Vanguard investments may not be exchanged into the Company Stock Fund.
However, the Committee, in its sole discretion, may from time to time allow
participants to exchange balances from Vanguard investments into the Company
Stock Fund during a limited window period. It is the current policy of the
Committee to keep all amounts related to the Company's Stock Fund invested in
Class A Common Stock, except for estimated cash reserves which are primarily
used to provide future benefit distributions, future investment exchanges and
other cash needs as determined by the Committee. Residual cash remaining
after accounting for estimated cash reserves generally will be used to
purchase Class A Common Stock. If cash reserves in the Company Stock Fund are
insufficient at any given time to provide benefit distributions and/or
investment exchanges, shares held by the Company Stock Fund will be offered
to the Company for purchase. If the Company declines to purchase the shares,
the Committee intends to offer the shares for sale in the Limited Market.
Exchanges out of the Company Stock Fund may be deferred until such time, if
ever, that sufficient cash is available to make required benefit
distributions and provide for investment exchanges. Accordingly, investment
exchanges of participants' investments held in the Company Stock Fund may be
restricted. See "Market Information -- The Limited Market" and "Risk
Factors -- Absence of Public Market."
THESE SECURITIES HAVE NOT BEEN APPROVED 0R DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus Supplement is February 20, 1998.
