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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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

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1. Name and Address of Reporting Person * OLESON RAY J   2. Issuer Name and Ticker or Trading Symbol SI INTERNATIONAL INC [SINT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) C/O SI INTERNATIONAL, INC., 12012 SUNSET HILLS ROAD, SUITE 800 3. Date of Earliest Transaction (Month/Day/Year) 12/29/2008 (Street) RESTON, VA 20190 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/29/2008   D   176,847 (1) D $ 32 0 D

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

1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Underlying Securities (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$ 11.19	12/29/2008		D			1	(2)	01/31/2013	Common Stock	1	$ 20.81	0	D
Employee Stock Option (Right to Buy)	$ 14	12/29/2008		D			69,349	(3)	11/11/2012	Common Stock	69,349	$ 18	0	D
Employee Stock Option (Right to Buy)	$ 14	12/29/2008		D			65	(4)	11/11/2012	Common Stock	65	$ 18	0	D
Employee Stock Option (Right to Buy)	$ 26.2	12/29/2008		D			22,000	(5)	02/03/2015	Common Stock	22,000	$ 5.8	0	D
Employee Stock Option (Right to Buy)	$ 16.43	12/29/2008		D			32,160	(6)	01/15/2014	Common Stock	32,160	$ 15.57	0	D
Employee Stock Option (Right to Buy)	$ 23.55	12/29/2008		D			22,000	(7)	02/22/2018	Common Stock	22,000	$ 8.45	0	D
Employee Stock Option (Right to Buy)	$ 25.18	12/29/2008		D			25	(8)	10/14/2014	Common Stock	25	$ 6.82	0	D
Employee Stock Option (Right to Buy)	$ 14	12/29/2008		D			3,621	(9)	11/11/2012	Common Stock	3,621	$ 18	0	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
OLESON RAY J C/O SI INTERNATIONAL, INC. 12012 SUNSET HILLS ROAD, SUITE 800 RESTON, VA 20190	X		Executive Chairman

Signatures

James E. Daniel by Power of Attorney		12/31/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Disposed of in connection with the merger (the "Merger") of Matador Acquisition Corporation, a Delaware corporation ("Merger Sub"), with and into the issuer, as contemplated by that certain Agreement and Plan of Merger by and among the issuer, Serco Group plc, a public limited company organized under the laws of England and Wales, Serco Inc., a New Jersey corporation and Merger Sub, dated as of August 26, 2008. In connection with the Merger, the shares of common stock listed were exchanged for the right to receive $32.00 per share in cash.
(2)	This option, which fully vested on December 31, 2005, was canceled in the Merger in exchange for a cash payment of $20.81, representing an amount equal to the number of shares of common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $32.00.
(3)	This option, which fully vested on December 31, 2005, was canceled in the Merger in exchange for a cash payment of $1,248,282.00, representing an amount equal to the number of shares of common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $32.00.
(4)	This option, which fully vested on December 31, 2005, was canceled in the Merger in exchange for a cash payment of $1,170.00, representing an amount equal to the number of shares of common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $32.00.
(5)	This option, which fully vested on December 31, 2005, was canceled in the Merger in exchange for a cash payment of $127,600.00, representing an amount equal to the number of shares of common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $32.00.
(6)	This option, which fully vested on December 31, 2005, was canceled in the Merger in exchange for a cash payment of $500,731.20, representing an amount equal to the number of shares of common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $32.00.
(7)	This option, which provided for vesting in five equal annual installments beginning on February 22, 2009, was canceled in the Merger in exchange for a cash payment of $185,900.00, representing an amount equal to the number of shares of common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $32.00.
(8)	This option, which fully vested on December 31, 2005, was canceled in the Merger in exchange for a cash payment of $170.50, representing an amount equal to the number of shares of common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $32.00.
(9)	This option, which fully vested on December 31, 2005, was canceled in the Merger in exchange for a cash payment of $65,178.00, representing an amount equal to the number of shares of common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $32.00.

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