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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 4

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(h) of the Investment Company Act of 1940

o	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Name and Address of Reporting
Person* (Last, First, Middle)

Issuer Name and Ticker or
Trading Symbol

I.R.S. Identification Number of Reporting
Person, if an entity (Voluntary)

Madonna, Lynn, Amato

Veridian Corporation (VNX)

c/o Veridian 1200 S. Hayes St. Suite 1100

Statement for Month/Day/Year

If Amendment, Date of Original (Month/Day/Year)

06/05/2002

07/07/2002

(Street)

Relationship of Reporting Person(s)
to Issuer (Check All Applicable)

Individual or Joint/Group Filing
(Check Applicable Line)

Arlington, VA 22202

(City) (State) (Zip)

Director

10% Owner

Form filed by One Reporting Person

Officer (give title below)

Form filed by More than One Reporting Person

Other (specify below)

Reminder:		Report on a separate line for each class of securities beneficially owned directly or indirectly.

*		If the form is filed by more than one reporting person, see instruction 4(b)(v).

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

Title of Security
(Instr. 3)

Transaction Date
(Month/Day/Year)

2a.

Deemed Execution
Date, if any.
(Month/Day/Year)

Transaction Code
(Instr. 8)

Securities Acquired (A)
or Disposed of (D)
(Instr. 3, 4 and 5)

Amount of Securities
Beneficially Owned
Following Reported
Transactions(s)
(Instr. 3 and 4)

Ownership
Form:
Direct (D) or
Indirect (I)
(Instr. 4)

Nature of
Indirect
Beneficial
Ownership
(Instr. 4)

Code

Amount

(A)
or
(D)

Price

Common Stock

06/05/2002

1,000

$16.00

Common Stock

12/18/2001

1,361(1)

$19.53

7,188

Page 2

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

Title of Derivative
Security
(Instr. 3)

Conversion or Exercise
Price of Derivative
Security

Transaction
Date
(Month/Day/Year)

3a.

Deemed Execution
Date, if any
(Month/Day/Year)

Transaction
Code
(Instr. 8)

Number of Derivative Securities
Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)

Code

(A)

(D)

Director Stock Option (right to buy)

$16.00

06/05/2002

1,330

Director Stock Option (right to buy)

$14.68

12/18/2001

1,330(1)

Page 3

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned - Continued
(e.g., puts, calls, warrants, options, convertible securities)

Date Exercisable and
Expiration Date
(Month/Day/Year)

Title and Amount
of Underlying Securities
(Instr. 3 and 4)

Price of Derivative
Security
(Instr. 5)

Number of Derivative
Securities Beneficially Owned
Following Reported Transaction(s)
(Instr. 4)

10.

Ownership Form of
Derivative Security:
Direct (D) or Indirect (I)
(Instr. 4)

11.

Nature of
Indirect
Beneficial
Ownership
(Instr. 4)

Date
Exercisable

Expiration
Date

Title

Amount or
Number of
Shares

06/05/2002

06/05/2012

Common Stock

1,330

Immed.

12/18/2011

Common Stock

1,330

Explanation of Responses:

(1) On December 18, 2001 (within six months prior to the Company becoming registered under Section 12 of the Securities Exchange Act of 1934), the reporting person received a stock grant from the Company as payment for the reporting person's annual director fee and a grant of options to purchase common stock. The original Form 4 filed July 10, 2002 inadvertently failed to report these grants; however, the reporting person's Form 3 filed on June 4, 2002 did reflect the ownership of the shares granted pursuant to the stock grant in Table I and the ownership of the options in Table II. This amendment reflects the omission of these grants from the original Form 4.

/s/ Jerald S. Howe		4/29/2003
**Signature of Reporting Person Attorney-in-Fact		Date

**		Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note:		File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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MADONNA LYNN AMATO 4/A