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 * ADAGE CAPITAL PARTNERS GP LLC   2. Issuer Name and Ticker or Trading Symbol MANTECH INTERNATIONAL CORP [MANT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 200 CLARENDON STREET, 52ND FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 05/05/2005 (Street) BOSTON, MA 02116 4. If Amendment, Date Original Filed(Month/Day/Year) 05/06/2005 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 05/05/2005   S   50,000 D $ 26.92 1,734,200 I See Footnotes (1) (2) (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ADAGE CAPITAL PARTNERS GP LLC 200 CLARENDON STREET 52ND FLOOR BOSTON, MA 02116		X

Signatures

ADAGE CAPITAL PARTNERS, L.P., /s/ Robert Atchinson, as managing member of Adage Capital Advisors, L.L.C., the Managing member of Adage Capital Partners GP, L.L.C., the general partner of Adage Capital Partners, L.P.		05/10/2005
**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)	The shares of Common Stock to which this note relates are held directly by Adage Capital Partners, L.P., a Delaware limited partnership.
(2)	Adage Capital Partners GP, L.L.C. a Delaware limited liability company serves as the general partner of Adage Capital Partners, L.P. and as such has investment discretion over the portfolio securities beneficially owned by the Fund.
(3)	Adage Capital Partners GP, L.L.C. disclaims beneficial ownership of any of the Issuer's securities owned by Adage Capital Partners, L.P. to which this form relates for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.
Remarks: This Amendment is filed to indicate that the transaction reported is a sale and not a purchase and that Adage Capital  Partners, L.P. no longer owns 10% of the Issuer's Outstanding common stock and therefore is not subject to Section 16 with  respect to the Issuer's securities.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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