1.

Name of Reporting Person:

I.R.S. Identification No.

            George J. Pedersen

  2.

Check the Appropriate Box if a Member of a Group:

                                                                                                                                                                                    (a)   ¨

                                                                                                                                                                                    (b)   ¨

  3.

SEC Use Only

  4.

Citizenship or Place of Organization:

            United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  5.    Sole Voting Power

                15,074,125 ^#

  6.    Shared Voting Power

                0

  7.    Sole Dispositive Power

                15,074,125

  8.    Shared Dispositive Power

                0

  9.

Aggregate Amount Beneficially Owned by Each Reporting Person:

            15,631,004 ^*

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):

¨

11.

Percent of Class Represented by Amount in Row (9):

            100%

12.

Type of Reporting Person (See Instructions):

            IN

14.

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨         Rule 13d-1(b)

¨         Rule 13d-1(c)

x        Rule 13d-1(d)

Item 1

(a).

Name of Issuer:

ManTech International Corporation

(b

)

Address of Issuer’s Principal Executive Offices:

12015 Lee Jackson Highway

Fairfax, VA 22033-3300

Item 2

(a).

Name of Person Filing:

George J. Pedersen

(b

)

Address of Principal Business Office or, if none, Residence:

12015 Lee Jackson Highway

Fairfax, VA 22033-3300

(c

)

Citizenship:

United States

(d

)

Title of Class of Securities:

Class B Common Stock, $0.01 par value per share.

(e

)

CUSIP Number:

564563 10 4

Item 3.

If this statement is filed pursuant to Rule 13d-1(b) or Rule 13d-2(b) or (c), check whether the person filing is a:

(a)

¨

Broker or dealer registered under Section 15 of the Exchange Act;

(b)

¨

Bank as defined in Section 3(a)(6) of the Exchange Act;

(c)

¨

Insurance company as defined in Section 3(a)(19) of the Exchange Act;

(d)

¨

Investment company registered under Section 8 of the Investment Company Act;

(e)

¨

An investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

¨

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940;

(j)

¨

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.

Ownership.

(a)

Amount Beneficially Owned:

15,631,004*

(b)

Percent of Class:

100%

(c)

Number of Shares to which such person has:

(i)

Sole power to vote or direct the vote:

15,074,125

(ii)

Shared power to vote or direct the vote:

0

(iii)

Sole power to dispose or to direct the disposition of:

15,074,125

(iv)

Shared power to dispose or to direct the disposition of:

0

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨ .

Not Applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not Applicable.

Item 8.

Identification and Classification of Members of the Group.

Not Applicable.

Item 9.

Notice of Dissolution of the Group.

Not Applicable.

Item 10.

Certification.

Not Applicable.