Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
ANTLE S BRADFORD
   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)
President and CEO
(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   40,576 (1) (2) 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) $ 26.2 12/29/2008   D     15,500   (3) 02/03/2015 Common Stock 15,500 $ 5.8 0 D  
Employee Stock Option (Right to Buy) $ 20.55 12/29/2008   D     25   (4) 07/09/2014 Common Stock 25 $ 11.45 0 D  
Employee Stock Option (Right to Buy) $ 28.22 12/29/2008   D     3,000   (5) 03/07/2017 Common Stock 3,000 $ 3.78 0 D  
Employee Stock Option (Right to Buy) $ 28.22 12/29/2008   D     12,000   (6) 03/07/2017 Common Stock 12,000 $ 3.78 0 D  
Employee Stock Option (Right to Buy) $ 28.61 12/29/2008   D     17,475   (7) 08/04/2016 Common Stock 17,475 $ 3.39 0 D  
Employee Stock Option (Right to Buy) $ 29.74 12/29/2008   D     50,000   (8) 10/06/2015 Common Stock 50,000 $ 2.26 0 D  
Employee Stock Option (Right to Buy) $ 28.61 12/29/2008   D     25   (9) 08/04/2016 Common Stock 25 $ 3.39 0 D  
Employee Stock Option (Right to Buy) $ 23.55 12/29/2008   D     26,000   (10) 02/22/2018 Common Stock 26,000 $ 8.45 0 D  
Employee Stock Option (Right to Buy) $ 14 12/29/2008   D     30,451   (11) 11/11/2012 Common Stock 30,451 $ 18 0 D  
Employee Stock Option (Right to Buy) $ 14 12/29/2008   D     9,065   (12) 11/11/2012 Common Stock 9,065 $ 18 0 D  
Employee Stock Option (Right to Buy) $ 16.43 12/29/2008   D     14,780   (13) 01/15/2014 Common Stock 14,780 $ 15.57 0 D  
Employee Stock Option (Right to Buy) $ 16.43 12/29/2008   D     20,000   (14) 01/15/2014 Common Stock 20,000 $ 15.57 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ANTLE S BRADFORD
C/O SI INTERNATIONAL, INC.
12012 SUNSET HILLS ROAD, SUITE 800
RESTON, VA 20190		   X     President and CEO  

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) Includes 400 shares held by Mr. Antle as custodian for his children.
(2) 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.
(3) This option, which fully vested on December 31, 2005, was canceled in the Merger in exchange for a cash payment of $89,900.00, 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.
(4) This option, which fully vested on December 31, 2005, was canceled in the Merger in exchange for a cash payment of $286.25, 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 provided for vesting in five equal annual installments beginning on March 7, 2008, was canceled in the Merger in exchange for a cash payment of $11,340.00, 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 provided for vesting in five equal annual installments beginning on March 7, 2008, was canceled in the Merger in exchange for a cash payment of $45,360.00, 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.
(7) This option, which provided for vesting in five equal annual installments beginning on August 4, 2007, was canceled in the Merger in exchange for a cash payment of $59,240.25, 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 $113,000.00, 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.
(9) This option, which provided for vesting in five equal annual installments beginning on August 4, 2007, was canceled in the Merger in exchange for a cash payment of $84.75, 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.
(10) 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 $219,700.00, 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.
(11) This option, which fully vested on December 31, 2005, was canceled in the Merger in exchange for a cash payment of $548,118.00, 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.
(12) This option, which fully vested on December 31, 2005, was canceled in the Merger in exchange for a cash payment of $163,170.00, 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.
(13) This option, which fully vested on December 31, 2005, was canceled in the Merger in exchange for a cash payment of $230,124.60, 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.
(14) This option, which fully vested on December 31, 2005, was canceled in the Merger in exchange for a cash payment of $311,400.00, 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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