The deal would give Veridian shareholders 35 dollars a share and assume that company's 270 million dollars of debt.

General Dynamics said the acquisition would help boost the high-tech aspect of its defense operations for areas including homeland security.

"This superb company significantly broadens our information systems and technology group's customer base within the defense and intelligence arenas, and gives us a strong and well-established presence throughout our nation's federal, state and local emergency response communities," said Nicholas Chabraja, General Dynamics chairman and chief executive.

"Veridian has grown dramatically in the past 12 months, and we believe it will reach its full potential as part of General Dynamics."

General Dynamics, headquartered in Falls Church, Virginia, has some 57,000 employees worldwide and estimates 2003 revenues of 15 billion dollars. Veridian is based in Arlington, Virginia, and has more than 7,300 employees, with 2003 sales expected to be around 1.2 billion dollars.

Veridian shares jumped 7.13 to 34.49 in afternoon trade, while shares of General Dynamics fell 1.16 to 67.45.

"It broadens General Dynamics' defense portfolio. It does give them some customers they heretofore couldn't reach," said Howard Rubel, defense analyst at Soundview Technology Group.

Veridian has contracts with US intelligence and defense agencies, and much of its work is classified.

But analysts said combining the companies could make sense with homeland security spending for more sophisticated and secure systems on the rise.

"It's a huge market," said Paul Nisbet, analyst at JSA Research. Nisbet said the deal should increase the information systems and technology business at General Dynamics to more than six billion dollars.

WAR.WIRE