(a) As previously reported on Form 8-K on September 18, 2009, the Board of Directors (the "Board") of SRA International, Inc. (the "Company") adopted resolutions approving an amendment to the Company's Certificate of Incorporation to declassify the Board, provide for the annual election of directors to one-year terms, permit the removal of directors with or without cause by a majority of stockholders and make certain other changes in connection with the declassification of the Board, subject to stockholder approval. At the Company's annual meeting of stockholders on October 28, 2009 (the "2009 Annual Meeting"), the Company's stockholders approved the Company's proposal to amend the Certificate of Incorporation. Immediately following such vote by the stockholders, the Company filed a Certificate of Amendment to the Certificate of Incorporation (the "Charter Amendment") with the Delaware Secretary of State, and such Charter Amendment was effective as of October 28, 2009.

Pursuant to the Charter Amendment, the Company's directors are to be elected annually. All of the current members of the Board were proposed for election at the 2009 Annual Meeting and all were elected to a one-year term. The description of the Charter Amendment set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment attached hereto as Exhibit 3.1 and incorporated herein by reference.

Consistent with the Charter Amendment, effective October 28, 2009, the Board approved an amendment and restatement of the Company's Amended and Restated By-Laws (the "By-Laws"), to reflect the declassification of the Board of Directors and the ability to remove directors with or without cause by a majority of stockholders. Additionally, the amended By-Laws include other technical changes to reflect recent changes to the General Corporation Law of the State of Delaware, including with respect to the determination of the record date for stockholder voting. The description of the amended provisions of the By-Laws set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the By-Laws attached hereto as Exhibit 3.2 and incorporated herein by reference.

(d) Exhibits.

Exhibit Number                                  Description

     3.1                Certificate of Amendment to the Certificate of
                        Incorporation, as filed with the Delaware Secretary of State
                        on October 28, 2009

     3.2                Amended and Restated By-Laws of SRA International, Inc.