SM&A - Proxy Statement (definitive) (DEF 14A) BENEFICIAL OWNERS

As of April 22, 2004, all current Named Executive Officers and Directors as a group, consisting of thirteen (13) persons, beneficially owned 6,093,548 shares of the Company’s Common Stock, which amount represents 29.69% of the total outstanding shares of the Company’s Common Stock as of that date.


		Amount of
		Nature of			Percentage of
		Beneficial			Common
Name and Title of Beneficial Owner		Ownership			Stock Owned
Bennett C. Beaudry	President and Chief Operating Officer		129,375	⁽¹⁾⁽²⁾		*	%
William C. Bowes	Director		–	⁽³⁾		–	%
Robert E. Bunnett	Senior Vice President, Operations and Recruiting		15,610	⁽¹⁾		*	%
Steve D. Handy	Vice President and Corporate Controller		–	⁽¹⁾		–	%
J. Christopher Lewis	Director		328,392	⁽¹⁾		1.60	%
Steven S. Myers	Chairman and Chief Executive Officer		4,971,614	⁽⁴⁾		24.22	%
Albert S. Nagy	Director		218,900	⁽¹⁾		1.07	%
Luther J. Nussbaum	Director		75,000	⁽¹⁾		*	%
Wade R. Olson	Director		50,000	⁽¹⁾⁽⁵⁾		*	%
John P. Stenbit	Director		–	⁽⁶⁾		–
Robert J. Untracht	Director		50,000	⁽¹⁾		*	%
	Executive Vice President,
Cathy L. Wood	Chief Financial Officer and Corporate Secretary		204,657	⁽¹⁾		1.00	%
John R. Woodhull	Director		50,000	⁽¹⁾		*	%