SEC 1745
(02-02)

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

Washington, D.C. 20549

Expires: December 31, 2005

SCHEDULE 13G

Estimated average burden hours per response. . 11

[     ]

Rule 13d-1(b)

[ X ]

Rule 13d-1(c)

[     ]

Rule 13d-1(d)

CUSIP No.  74036W102

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Science Applications International Corporation
95-3630868

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

[     ]

(b)

[     ]

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
None

6.

Shared Voting Power
1,048,055

7.

Sole Dispositive Power
None

8.

Shared Dispositive Power
1,048,055

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,048,055

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]

11.

Percent of Class Represented by Amount in Row (9)
3.1%

12.

Type of Reporting Person (See Instructions)
CO

CUSIP No.  74036W102

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
SAIC Venture Capital Corporation
88-0447177

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

[     ]

(b)

[     ]

3.

SEC Use Only

4.

Citizenship or Place of Organization
Nevada

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
None

6.

Shared Voting Power
1,048,055

7.

Sole Dispositive Power
None

8.

Shared Dispositive Power
1,048,055

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,048,055

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]

11.

Percent of Class Represented by Amount in Row (9)
3.1%

12.

Type of Reporting Person (See Instructions)
CO

Item 1.

(a)

Name of Issuer

Predictive Systems, Inc.

(b)

Address of Issuer's Principal Executive Offices

19 West 44th Street, 9th Floor, New York, New York  10036

Item 2.

(a)

Name of Person Filing

Science Applications International Corporation, a Delaware corporation (“SAIC”); and SAIC Venture Capital Corporation, a Nevada corporation (“SVCC”) and wholly owned subsidiary of SAIC.  SAIC and SVCC are collectively referred to herein as the “Reporting Persons.”

(b)

Address of Principal Business Office or, if none, Residence

The address of the principal business office of SAIC is 10260 Campus Point Drive, San Diego, California  92121, and the address of the principal business office of SVCC is 3993 Howard Hughes Parkway, Suite 570, Las Vegas, Nevada  89109.

(c)

Citizenship

SAIC is incorporated in Delaware and SVCC is incorporated in Nevada.

(d)

Title of Class of Securities

Common Stock, $0.001 par value per share

(e)

CUSIP Number

74036W102

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

[  ]

Broker or dealer registered under Section 15 of the Act;

(b)

[  ]

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

(c)

[  ]

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

(d)

[  ]

Investment company registered under Section 8 of the Investment Company Act of 1940;

(e)

[  ]

An investment adviser 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;

(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

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

(b)

Percent of class:   

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

(ii)

Shared power to vote or to direct the vote   

(iii)

Sole power to dispose or to direct the disposition of   

(iv)

Shared power to dispose or to direct the disposition of   

Item 4 is hereby amended and restated as follows:

The response of each of SAIC and SVCC to Items 5 through 11 of each of their respective  Cover Sheets which relate to the beneficial ownership of the Common Stock of the Issuer is incorporated herein by reference.  The percentage ownership of each of SAIC and SVCC is based upon 38,099,978 shares of Common Stock believed by it to be outstanding as of May 12, 2003, as stated in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 reduced by the 4,192,220 shares of Common Stock transferred to and redeemed by the Issuer from SAIC on May 16, 2003.

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  [X].

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 or Control Person

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SCIENCE APPLICATIONS INTERNATIONAL CORPORATION

May 19, 2003

Date

/s/ DOUGLAS E. SCOTT

Signature

Douglas E. Scott/Senior Vice President and General Counsel

Name/Title

SAIC VENTURE CAPITAL CORPORATION

/s/ KEVIN A. WERNER

Signature

Kevin A. Werner/President

Name/Title

Exhibit No.

Document

1

Joint Filing Agreement, dated May 19, 2003, between Science Applications International Corporation and SAIC Venture Capital Corporation to file joint statement on Schedule 13G