The Company has entered into agreements with certain executive officers for the purpose of providing those officers with a degree of security that will enhance the chances that they will remain with the Company, even when there is a planned or threatened change of control of the Company. The term of each agreement is for one year with an automatic one-year extension each year. Each executive officer who is a party to one of these agreements may be terminated by the Company in the event of death, disability or for cause as determined by the Board. In the event of termination for any other reason, the agreements provide that the Company will pay a severance payment equal to a number of months of the executive's base salary. In the event of a termination within one year of the effective date of a change of control, as defined in the agreements, the agreements provide that the Company will pay a termination payment equal to double the severance payment provided. The agreements restrict each executive's rights to compete with the Company or to offer employment to Company employees following termination. Additional information about each of the agreements is provided below.

On August 17, 1995, the Company entered into an Employment Agreement with Dr. J.P. London, the Chairman of the Board and Chief Executive Officer of the Company. The agreement provides for a salary of not less than Two Hundred Thousand Dollars ($200,000) per year to be set by the Board, and participation in any bonus, incentive compensation, pension, profit-sharing, stock purchase and stock option plan as well as annuity or group insurance, medical and other benefit plan maintained by the Company for its employees. The agreement also provides that the Company will reimburse business expenses incurred in the performance of Dr. London's duties. Dr. London's severance payment is equal to eighteen (18) months of his current base salary. In the event Dr. London is terminated within one (1) year following a change of control of the Company, Dr. London will receive a termination payment equal to thirty-six (36) months of his current base salary.

On October 1, 1997, the Company entered into a Severance Compensation Agreement with Ronald R. Ross, then President and Chief Operating Officer of the Company. The severance payment would have been equal to eighteen (18) months of Mr. Ross' current base salary if such termination occurred on or before September 30, 1998, and would have been an amount equal to twelve (12) months of Mr. Ross' current base salary if such termination occurred after September 30, 1998. On August 10, 1999, however, the Company and Mr. Ross entered into an agreement governing all of the terms of Mr. Ross' separation from the Company.

On April 5, 1995, the Company entered into a Severance Compensation Agreement with Gregory R. Bradford, the President and Managing Director of CACI Limited. The severance payment is equal to twelve (12) months of Mr. Bradford's current base salary. In the event Mr. Bradford is terminated within one (1) year following a change of control of the Company, Mr. Bradford will receive a termination payment equal to twenty-four (24) months of his current base salary.

On November 11, 1998, the Company entered into a Severance Compensation Agreement with Joseph J. Lenz, the President of CACI Products Company. The severance payment is equal to twelve (12) months of Mr. Lenz's current base salary. In the event Mr. Lenz is terminated within one (1) year following a change of control of the Company, Mr. Lenz will receive a termination payment equal to twenty-four (24) months of his current base salary.

On August 29, 1995, the Company entered into a Severance Compensation Agreement with Jeffrey P. Elefante, the Executive Vice President, General Counsel, Secretary and Director of Contract and Administrative Services of the Company. The severance payment is equal to twelve (12) months of Mr. Elefante's current base salary. In the event Mr. Elefante is terminated within one (1) year following a change of control of the Company, Mr. Elefante will receive a termination payment equal to twenty-four (24) months of his current base salary.

On July 25, 1996, the Company entered into a Severance Compensation Agreement with James P. Allen, then Executive Vice President, Chief Financial Officer and Treasurer of the Company. The severance payment provided for in the agreement was equal to twelve (12) months of Mr. Allen's current base salary. In December, 1998, however, the Company and Mr. Allen entered into an agreement governing all aspects of Mr. Allen's separation from the Company.

COMPANY STOCK PERFORMANCE CHART

The following chart shows how $100 invested as of June 30, 1994, in shares of the Company's Common Stock would have grown during the five-year period ended June 30, 1999, as a result of changes in the Company's stock price, compared with $100 invested in the Standard & Poor's 500 Stock Index, and in the Standard & Poor's Technology 500 Index.

Comparison of Five Year Cumulative Total Return

CACI International Inc, S&P 500 Index, and S&P Technology - 500

STOCK INCENTIVE PLAN

During fiscal year 1997, the Company's 1986 Employee Stock Incentive Plan (the "1986 Plan") expired by its terms on September 24, 1996. The Board of Directors adopted the 1996 Stock Incentive Plan (the "1996 Plan") to replace the 1986 Plan. The 1996 Plan was approved by a majority vote of the stockholders at the November 14, 1996 Annual Meeting.

The Company's 1996 Plan is intended to advance the best interests of the Company and its subsidiaries by providing key employees who have substantial responsibility for corporate management and growth with additional incentives through the acquisition of Company securities, thereby increasing the personal stake of these key employees in the success of the Company and encouraging them to remain in the employ of the Company and its subsidiaries. In addition, to accomplish these goals, the 1996 Plan is intended to provide additional incentive to highly qualified candidates to accept employment with the Company.

The 1996 Plan is administered by the Board's Compensation Committee. At least twice each fiscal year, the Compensation Committee meets to designate eligible employees, if any, to participate under the 1996 Plan and the type, amount, dates and terms of any grants to be made. The Compensation Committee determines specific grants, subject to the annual limitations permitted under Section 422A of the Internal Revenue Code (the "Code") (pertaining to Incentive Stock Options).

Participation in the 1996 Plan may be in the form of an award of (i) options to purchase Common Stock intended to qualify as incentive stock options, as defined in Section 422A of the Code, (ii) options not qualifying under Section 422A (i.e., non-qualified options), (iii) shares of stock at no cost or at a purchase price set by the Committee, subject to restrictions and conditions determined by the Committee, (iv) unrestricted shares of stock at prices set by the Committee, (v) rights to acquire shares of Common Stock upon attainment of performance goals specified by the Committee, and (vi) rights to receive cash payments based on or measured by appreciation in the market price of the Common Stock (Stock Appreciation Rights).

Awards may be granted under the 1996 Plan to officers and employees of the Company or any of its subsidiaries. The total number of shares of Common Stock that may be issued pursuant to the 1996 Plan is 1,500,000. No employee may be granted awards under the 1996 Plan, including stock options and stock appreciation rights, with respect to more than 300,000 shares in any calendar year.

OTHER COMPENSATION PLANS

At various times in the past, the Company has adopted certain broad-based employee benefit plans in which the Executive Officers are permitted to participate on substantially the same terms as other employees who meet applicable eligibility criteria, subject to any legal limitations on the amounts that may be contributed or the benefits that may be payable under these Company plans. For example, in fiscal year 1998, under the Company's $MART Plan (401(k) Plan), participants selected from a variety of investment options, including a CACI Common Stock investment option. The $MART Plan authorizes employees to contribute up to 15% (subject to certain limitations and annual vesting) of their total compensation. The Company provides matching contributions of 50% of the amount of the employee's contribution up to 6% of the employee's total cash compensation. In addition, the Company may make discretionary profit sharing contributions to the $MART Plan. The CACI Common Stock investment option in the $MART Plan provides an additional way to link officer and employee interests more directly to that of stockholders.

OTHER STOCK PLANS

On July 1, 1998, the Company adopted a variety of stock plans, in which select Company officers are permitted to participate in order to provide additional compensation to those employees who substantially influence the profitability of the Company, to assist in their retention, and to encourage stock ownership among them. The stock plans are: (1) the CACI Stock Option Restoration Program to allow designated executive stock option holders to tender currently-owned shares of the Company's common stock to cover the cost of exercising a vested stock option and obtain a new grant of options to replace those exercised; (2) the CACI Executive Bonus Plan to allow eligible officers to take stock in lieu of cash bonuses annually; and (3) the CACI Officer Stock Deposit Program to allow eligible executive officers to deposit annually a one-time minimum of two thousand five hundred (2,500) shares (up to a maximum cumulative deposit of twenty-five thousand (25,000) shares) of Company stock in a trust account established by the Company to qualify for a Company award of twenty percent (20%) of their deposit amount in non-qualified stock options.

COMPENSATION COMMITTEE REPORT FOR FISCAL YEAR 1999

The Company's executive compensation policies and practices are overseen by the Compensation Committee of the Board of Directors (the "Committee"). In Fiscal 1999 the members of the Committee were Richard L. Leatherwood, Larry L. Pfirman, Charles P. Revoile, Vincent L. Salvatori, William B. Snyder, Richard P. Sullivan and John M. Toups (Mr. Salvatori joined the Committee effective November 19, 1998). Each Committee member is a non-employee Director. Committee actions concerning executive officer compensation are subject to full Board review. Award decisions under the Company's 1996 Employee Stock Incentive Plan, however, are delegated exclusively to the Committee.

Set forth below is the report of the Committee for fiscal year 1999 addressing the Company's executive compensation policies for fiscal year 1999 as they affected (1) Dr. London and (2) Messrs. Allen, Bradford, Elefante, Lenz, Waechter and Ross, who were the Company's executive officers ("Executive Officers"). (Mr. Allen left the Company in December, 1998 and Mr. Waechter joined the Company onApril 12, 1999.)

Executive Compensation Policies

Executive Officers' compensation levels are intended to be fair (but not excessive) and competitive with similar sized companies in the Company's industry. In setting compensation levels, the Committee takes into account both objective and subjective performance criteria, including: (1) the Company's after-tax earnings; (2) actual versus target operating performance in terms of revenue and after-tax earnings; (3) each officer's initiative and contributions to overall performance; (4) achievement of specific, pre-set strategic objectives; (5) managerial ability; and (6) performance of special projects.⁽¹⁾   Incentive compensation programs typically include performance thresholds, below which either no bonus or a significantly reduced bonus is paid. It is the Committee's intent by considering these criteria to tie a significant portion of the Executive Officers' compensation to Company performance.

The Company uses stock-based compensation to the Executive Officers as a means of (1) aligning the interests of management with those of the stockholders, and (2) retaining key executives through the use of stock option awards with future exercise dates. In November, 1998, based on the recommendation of the Committee, in order to enhance the role of stock ownership in executive compensation and increase the stock holdings of Company officers, the Board of Directors adopted the following plans in which the Executive Officers may participate: (1) a Stock Option Restoration Program; (2) an Executive Stock Bonus Plan; and (3) an Officer Stock Deposit Program (such Plans are described in the section entitled "Other Stock Plans" in this Proxy Statement).

Executive Officers also are permitted to participate in certain broad-based employee benefit plans on substantially the same terms as other employees who meet applicable eligibility criteria, subject to any legal limitation placed on the amounts that may be contributed or the benefits that may be payable under such plans. For example, the Company makes matching and profit sharing contributions to the Company's voluntary 401(k) $MART Plan on behalf of the Executive Officers based on the amount of each Executive Officer's contributions to the Plan and on the Company's profits for each fiscal year.

Relationship of Executive Compensation to Company Performance

Compensation paid to the Executive Officers in fiscal year 1999 (as reflected in the Summary of Executive Officer Compensation table included in this Proxy Statement) consisted primarily of base salary and performance bonus, along with specific stock option grants (as reflected in the "Option Grants During Fiscal Year 1999" table included in this Proxy Statement).

Compensation plans for fiscal year 1999 were developed late in fiscal year 1998 following a review of compensation to ascertain the compensation levels which would be necessary or desirable to maintain the Company's compensation structure on a competitive basis, and to provide appropriate incentive for achieving desired Company performance. Specific performance targets were established and incorporated into fiscal year business plans that were developed by the Executive Officers under the supervision of the Chief Executive Officer and approved by the Board of Directors.

The approved fiscal year business plans were used as the basis for the Company's performance bonus plans, which provided for bonus payments to Executive Officers based on actual versus target operating performance in terms of after-tax earnings for the Company as a whole; and for those Executive Officers in charge of an operating unit, for the Executive Officer's particular unit. These plans provided for (1) no bonus payment for performance below a pre-set minimum profit threshold; (2) payment of a base bonus for performance that exceeded the minimum profit threshold; and (3) payment of an enhanced bonus at increasing percentage levels as performance met or exceeded additional pre-set profit levels.

The Company's incentive compensation plans also allowed for payment of additional compensation on the basis of achievement of (1) specific, pre-set strategic objectives and (2) an evaluation of each Executive Officer's initiative and contribution to overall performance apart from quantitative financial performance. Payments pursuant to such subjective criteria were determined at or close to the end of fiscal year 1999 after discussions among the Committee and, for all Executive Officers other than Dr. London, after discussions between the Committee and Dr. London.

Chief Executive Officer Compensation

The Committee's approach to setting the Chief Executive Officer's compensation, as in the case of the other Executive Officers, is to tie a significant portion of his compensation to Company performance, while seeking to be competitive with other similar sized companies in the Company's industry and to provide the Chief Executive Officer with some certainty as to the level of his compensation through base salary. The Committee believes that this approach appropriately rewards the Chief Executive Officer for achievement of Company performance goals.

Dr. London's salary and bonus compensation for fiscal year 1999 was Nine Hundred Twenty Two Thousand Two Hundred Forty Six Dollars ($922,246) an increase of Three Hundred Sixty Two Thousand Sixty Eight Dollars ($362,068) from fiscal year 1998 as a result of an increase in Dr. London's salary from $225,000 to $300,000 and of the operation of Dr. London's incentive compensation plan applied to the Company's after-tax earnings in fiscal year 1999.

Dr. London's fiscal year 1999 incentive compensation was based on the Company's net after-tax profit, both for individual quarters within the fiscal year and for the fiscal year as a whole. Dr. London was entitled to a bonus based on each quarter's net after-tax profit so long as that profit was equal to or exceeded the net after-tax profit for the same quarter of fiscal year 1998, and a larger, variable bonus upon reaching or exceeding a predetermined threshold net after-tax profit level for the fiscal year. During fiscal year 1999, by operation of the applicable bonus formulae, Dr. London earned Six Hundred Twenty Two Thousand Two Hundred Forty Six Dollars ($622,246) in aggregate incentive compensation for quarterly and annual net after-tax profit results for the fiscal year.

The Committee believes that in view of the Company's performance for the year, Dr. London's compensation for fiscal year 1999 was reasonable.

In June, 1999, the Committee and the Board of Directors approved a bonus arrangement for Dr. London for fiscal year 2000 which ties a significant portion of Dr. London's compensation to the achievement by the Company of certain profit results during fiscal year 2000.

⁽¹⁾  The Committee also considers cost-of-living and expatriate adjustments for Executive Officers serving outside the United States. At present, Mr. Bradford, Executive Vice President of the Company and President and Managing Director of CACI Limited, a Company subsidiary in the United Kingdom, is the only Executive Officer serving abroad.

RESPECTFULLY SUBMITTED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS:

TRANSACTIONS WITH MANAGEMENT AND OTHERS;
OTHER INFORMATION

On November 11, 1998, the Company entered into a Severance Compensation Agreement with Joseph J. Lenz, the President of CACI Products Company, which is described in the "Employment Agreements" section beginning on page 14 of this Proxy Statement.

On December 9, 1998, the Company executed an agreement (Amendment Number 1 to the July 25, 1996 Severance Compensation Agreement) with James P. Allen, then Executive Vice President, Chief Financial Officer and Treasurer of the Company, governing Mr. Allen's separation from the Company. The agreement provided for the payment of severance in the amount of One Hundred Seventy Five Thousand Dollars ($175,000) (twelve months base salary), and for the payment of the value of Mr. Allen's unexercised stock options in the amount of One Hundred Ninety Three Thousand Seven Hundred Fifty Dollars ($193,750).

There exist no other transactions with management and others (as defined by applicable regulations), to which the Company or any of its subsidiaries was a party in fiscal year 1999 in which the amount involved exceeds Sixty Thousand Dollars ($60,000).

Legal Proceedings

Information regarding the status of the Company's legal proceedings is included in its Annual Report on Form 10-K and is incorporated herein by reference. Since the date of filing the Form 10-K, there have been no further material developments to the Company's legal proceedings.

RATIFICATION OF AUDITORS

The Board of Directors has appointed Deloitte & Touche LLP, Certified Public Accountants, as auditors to examine and report on the Company's financial statements for the fiscal year ending June 30, 2000. At the Annual Meeting, stockholders will vote on whether to ratify the selection of Deloitte & Touche LLP. If a quorum is present, the vote of the holders of a majority of the shares of stock and entitled to vote present in person or represented by proxy at the Annual Meeting will be required to ratify such selection.

Representatives of Deloitte & Touche LLP are expected to attend the Annual Meeting. Deloitte & Touche LLP's representatives will have the opportunity to make a statement if they so desire and they will be available to respond to appropriate questions.

The Board of Directors recommends that stockholders vote FOR ratification. If circumstances not presently contemplated so require, the Board of Directors may, at a later date, reconsider the appointment of Deloitte & Touche LLP, notwithstanding that a majority of shares may be voted to ratify their appointment.

SOLICITATION

The cost of this solicitation of proxies will be borne by the Company. The firm of Morrow & Co. has been retained to assist in soliciting proxies at a fee not to exceed $6,000.00 plus expenses. The Company may also reimburse banks, brokers, nominees, and other fiduciaries for postage and reasonable clerical expenses incurred by them in forwarding the proxy material to their principals. Proxies may be solicited without extra compensation by certain Officers, Directors and other employees of the Company, by telephone or telegraph, by personal contact, or by other means.

FUTURE STOCKHOLDER PROPOSALS

In order to be included in the proxy materials for the 2000 Annual Meeting, stockholder proposals must be received by the Secretary of the Company on or before June 19, 2000.

DOCUMENTS INCORPORATED BY REFERENCE

(1)   The Company's Annual Report on Form 10-K for the Fiscal Year ended June 30, 1999, filed with the Securities and Exchange Commission on or about September 28, 1999, is incorporated by reference.

OTHER MATTERS

As of this date, the Board of Directors knows of no business which may properly come before the meeting other than that stated in the Notice of Meeting accompanying this Proxy Statement. Should any other business arise, proxies given in the accompanying form will be voted in accordance with the discretion of the person or persons named therein.

Arlington, Virginia

Dated: October 14, 1999

Appendix A

CACI International Inc

October 14, 1999

Dear Stockholder:

I cordially invite you to attend your Company's 1999 Annual Meeting of Stockholders on December 9, 1999, at 9:30 a.m., Eastern Standard Time. The meeting will be held at the Hilton Alexandria Mark Center, 5000 Seminary Road, Alexandria, Virginia, 22311.

Matters to be considered and acted on at the meeting include the election of directors and the ratification of the appointment of independent auditors. Detailed information concerning these matters is set forth in the attached Notice of Annual Meeting of Stockholders and Proxy Statement.

As a stockholder, your vote is important. I encourage you to execute and return your proxy promptly whether or not you plan to attend so that we may have as many shares as possible represented at the meeting. Returning your completed proxy will not prevent you from voting in person at the meeting if you wish to do so.

Thank you for your cooperation and continued support and interest in CACI International Inc.

Sincerely,

J.P. London
Chairman of the Board
and Chief Executive Officer

If your shares are held in the name of a bank, brokerage firm or other nominee, please contact the party responsible for your account and direct him or her to vote your shares on the enclosed card.

Appendix B

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held December 9, 1999

Notice is hereby given that the Annual Meeting of Stockholders (the "Annual Meeting") of CACI International Inc (the "Company") will be held on Thursday, December 9, 1999, at 9:30 a.m., Eastern Standard Time, at the Hilton Alexandria Mark Center, 5000 Seminary Road, Alexandria, Virginia, 22311, for the following purposes:

1.    To elect the Company's Board of Directors.

2.    To ratify the appointment of Deloitte & Touche LLP as the Company's auditors for the current fiscal year.
3.    To transact such other business as may otherwise properly come before the Annual Meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on October 11, 1999, as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting.

A list of the stockholders entitled to vote at the Annual Meeting will be made available during regular business hours at the Hilton Alexandria Mark Center, 5000 Seminary Road, Alexandria, Virginia 22311, from November 26, 1999 through December 9, 1999, for inspection by any stockholder for any purpose germane to the meeting.

Arlington, Virginia
Dated: October 14, 1999

If your shares are held in the name of a bank, brokerage firm or other nominee, please contact the party responsible for your account and direct him or her to vote your shares on the enclosed card.

Appendix C

[PROXY CARD]
[Front]

The undersigned hereby appoints J.P. London and Warren R. Phillips, and each of them, as Proxies of the undersigned, each with full power of substitution, to vote all of the shares of Common Stock of CACI International Inc the undersigned would be entitled to vote if personally present at the Annual Meeting of Stockholders of CACI International Inc to be held at the Hilton Plaza Hotel at Mark Center, 5000 Seminary Road, Alexandria, Virginia, 22311, on Thursday, December 9, 1999 at 9:30AM, Eastern Standard Time and at any adjournments thereof.