<PAGE>   1

      As filed with the Securities and Exchange Commission on May 28, 1998

                                                       Registration No. 333-____

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          ATLANTIC DATA SERVICES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

        MASSACHUSETTS                                     04-2696393
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                              ONE BATTERYMARCH PARK
                           QUINCY, MASSACHUSETTS 02169
               (Address of Principal Executive Offices) (Zip Code)
                              --------------------

              AMENDED AND RESTATED 1992 INCENTIVE STOCK OPTION PLAN
                      AMENDED AND RESTATED 1997 STOCK PLAN
                        1998 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)
                              --------------------

                                 PAUL K. MCGRATH
                             CHIEF FINANCIAL OFFICER
                          ATLANTIC DATA SERVICES, INC.
                              ONE BATTERYMARCH PARK
                           QUINCY, MASSACHUSETTS 02169
                     (Name and Address of Agent For Service)

                                 (617) 770-3333
          (Telephone Number, Including Area Code, of Agent For Service)
                              --------------------
                                   Copies to:

                             MITCHELL S. BLOOM, ESQ.
                         Testa, Hurwitz & Thibeault, LLP
                       High Street Tower, 125 High Street
                           Boston, Massachusetts 02110
                                 (617) 248-7000

================================================================================


<PAGE>   2


================================================================================

                         CALCULATION OF REGISTRATION FEE

================================================================================



<TABLE>
<CAPTION>
                                                                                 
                                                            PROPOSED MAXIMUM      PROPOSED MAXIMUM 
  TITLE OF SECURITIES TO BE          AMOUNT TO BE            OFFERING PRICE      AGGREGATE OFFERING        AMOUNT OF
        REGISTERED (1)              REGISTERED (2)           PER SHARE (3)              PRICE           REGISTRATION FEE
-----------------------------       --------------         -----------------     ------------------     ----------------
<S>                                 <C>                    <C>                   <C>                    <C>

AMENDED AND RESTATED 1992 INCENTIVE STOCK OPTION PLAN

Atlantic Data Services, Inc.      308,010 shares (3)                 $ 0.91             $ 280,289.10       $    82.69
Common Stock, $.01 par value

AMENDED AND RESTATED 1997 STOCK PLAN

Atlantic Data Services, Inc.       60,000 shares (4)                 $ 4.25         $     255,000.00       $    75.23
Common Stock, $.01 par value      266,500 shares (4)                 $ 9.00         $   2,398,500.00       $   707.56
                                  167,500 shares (4)                 $13.00         $   2,177,500.00       $   642.37
                                  961,000 shares                     $12.94(5)      $  12,435,340.00       $ 3,668.43



1998 EMPLOYEE STOCK PURCHASE PLAN

Atlantic Data Services, Inc.      500,000 shares                     $12.94(5)      $  6,470,000.00        $ 1,908.65
                                  --------------                                    ---------------        ----------
Common Stock, $.01 par value

TOTAL:                            2,263,010 shares                                    $24,016,629.10       $ 7,084.93
                                  ================                                    ==============       ==========

</TABLE>

(1)      The options and purchase rights (the "Rights") set forth in this table
         originally granted the holders of such Rights options or purchase
         rights to acquire shares of the Company's Class A Common Stock, $.01
         par value per share. Upon the closing of the Company's initial public
         offering on May 28, 1998, all of the shares of the Company's Class A
         Common Stock, $.01 par value per share, converted on a 1-for-1 basis
         into shares of the Company's Common Stock.

(2)      All share numbers are adjusted to reflect a 28-for-1 stock split 
         effected by the Company on November 6, 1997.

(3)      Based on options to purchase 308,010 shares of the Company's Common
         Stock granted as of May 27, 1998 under the Company's Amended and
         Restated 1992 Incentive Stock Option Plan. All of such shares are
         issuable upon the exercise of outstanding options to purchase the
         number of shares at the exercise price listed above. Pursuant to Rule
         457(h)(1), the aggregate offering price and the fee have been computed
         upon the basis of the price at which the options may be exercised.

(4)      Based on options to purchase 494,000 shares of the Company's Common
         Stock granted as of May 27, 1998 under the Company's Amended and
         Restated 1997 Stock Plan. All of such shares are issuable


                                      -2-


<PAGE>   3


         upon the exercise of outstanding options to purchase the number of
         shares at the exercise price listed above. Pursuant to Rule 457(h)(1),
         the aggregate offering price and the fee have been computed upon the
         basis of the price at which the options may be exercised.

(5)      The price of $ 12.94 per share, which is the average of the high and
         low prices of the Common Stock of the registrant reported on the Nasdaq
         National Market on May 26, 1998, is set forth solely for purposes of
         calculating the filing fee pursuant to Rules 457(c) and (h).




                                      -3-

<PAGE>   4




                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         The documents containing the information specified in this Item 1 will
be sent or given to employees, directors or others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission") and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The documents containing the information specified in this Item 2 will
be sent or given to employees, directors or others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Commission and
the instructions to Form S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424.



                                      -4-


<PAGE>   5



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by Atlantic Data Services, Inc. (the
"Company" or the "Registrant") with the Commission pursuant to the Securities
Act of 1933, as amended (the "Act"), or the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), as noted, are incorporated in this Registration
Statement by reference as of their respective dates:

         (a)      The Registrant's Prospectus, as contained within the
                  Registrant's Registration Statement on Form S-1, as amended,
                  (SEC File No. 333-48703) filed with the Commission pursuant to
                  the Act which contains audited financial statements for the
                  fiscal year ended March 31, 1998 (the "S-1 Registration
                  Statement").

         (b)      The section entitled "Description of Registrant's Securities
                  to be Registered" contained in the Registrant's Registration
                  Statement on Form 8-A filed with the Commission pursuant to
                  Section 12(g) of the Exchange Act on May 4, 1998.

         All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
herein have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents.


ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Second Amended and Restated Articles of Organization and
the Company's Second Amended and Restated By-laws generally provide for
indemnification of the Company's directors and officers for liabilities and
expenses that they may incur in such capacities, except to the extent such
indemnification is prohibited by the Business Corporation Law of the
Commonwealth of Massachusetts. Reference is made to the Company's Second Amended
and Restated Articles of Organization and Second Amended and Restated By-laws
filed as Exhibits 3.02 and 3.04, respectively, to the Company's S-1 Registration
Statement.


                                      -5-



<PAGE>   6


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


ITEM 8.  EXHIBITS.

<TABLE>
<CAPTION>

Exhibit No.                 Description of Exhibit
-----------                 ----------------------
<S>                        <C>

       4.1                  Specimen Certificate for shares of the Company's Common Stock (Incorporated by reference to
                            Exhibit 4.01 to the S-1 Registration Statement).

       4.2                  Description of Capital Stock (contained in the Amended and Restated Articles of Organization
                            and the Second Amended and Restated Articles of Organization of the Company) (Incorporated
                            by reference to Exhibit 4.02 to the S-1 Registration Statement).

       4.3                  Shareholders' Agreement among the Company and certain Shareholders dated July 15, 1988, as amended
                            November 24, 1997 (Incorporated by reference to Exhibit 4.03 to the S-1 Registration Statement).

       4.4                  Amended and Restated 1992 Incentive Stock Option Plan (Incorporated by reference to Exhibit
                            10.03 to the S-1 Registration Statement).

       4.5                  Form of Incentive Stock Option Agreement for Shares Issued Under the Amended and Restated
                            1992 Incentive Stock Option Plan (Incorporated by reference to Exhibit 10.04 to the S-1
                            Registration Statement).

       4.6                  Form of Amended and Restated Stockholders Agreement for Shares Issued Under the Amended and
                            Restated 1992 Incentive Stock Option Plan (Incorporated by reference to Exhibit 10.05 to the
                            S-1 Registration Statement).

       4.7                  1997 Stock Plan (Incorporated by reference to Exhibit 10.6 to the S-1 Registration
                            Statement).

       4.8                  Amended and Restated 1997 Stock Plan (Incorporated by reference to Exhibit 10.07 to the S-1
                            Registration Statement).

       4.9                  Form of Incentive Stock Option Agreement under the Amended and Restated 1997 Stock Plan (Incorporated
                            by reference to Exhibit 10.08 to the S-1 Registration Statement).

       4.10                 Form of Non-Qualified Stock Option Agreement under the Amended and Restated 1997 Stock Plan
                            (Incorporated by reference to Exhibit 10.09 to the S-1 Registration Statement).

       4.11                 Form of Stock Purchase and Restriction Agreement under the Amended and Restated 1997 Stock Plan
                            (Incorporated by reference to Exhibit 10.10 to the S-1 Registration Statement).

</TABLE>

                                      -6-



<PAGE>   7


<TABLE>
<CAPTION>


<S>                        <C>                                                                     
       4.12                 1998 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.11 to the S-1
                            Registration Statement).

       5.1                  Opinion of Testa, Hurwitz & Thibeault, LLP.

      23.1                  Consent of Ernst & Young LLP.

      23.2                  Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1).

      24.1                  Power of Attorney (found on Page 9 of this Registration Statement).

      99.1                  Amended and Restated 1992 Incentive Stock Option Plan.  (Incorporated by reference to
                            Exhibit 10.03 to the S-1 Registration Statement).

      99.2                  Amended and Restated 1997 Stock Plan.  (Incorporated by reference to Exhibit 10.07 to S-1
                            the Registration Statement).

      99.3                  1998 Employee Stock Purchase Plan.  (Incorporated by reference to Exhibit 10.11 to the S-1
                            Registration Statement).

</TABLE>

ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
                  being made, a post-effective amendment to this registration
                  statement:

                           (i)  To include any prospectus required by Section 
                           10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to
                           Rule 424(b) if, in the aggregate, the changes in
                           volume and price represent no more than a 20% change
                           in the maximum aggregate offering price set forth in
                           the "Calculation of Registration Fee" table in the
                           effective registration statement;

                           (iii) To include any material information with
                           respect to the plan of distribution not previously
                           disclosed in the registration statement or any
                           material change to such information in the
                           registration statement;

                  (2) That, for the purpose of determining any liability under
                  the Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration 


                                      -7-

<PAGE>   8



                  statement relating to the securities offered therein, and the
                  offering of such securities at that time shall be deemed to be
                  the initial bona fide offering thereof;

                  (3) To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the Registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the Securities Exchange Act of 1934 (and, where applicable,
         each filing of an employee benefit plan's annual report pursuant to
         Section 15(d) of the Securities Exchange Act of 1934) that is
         incorporated by reference in the registration statement shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 may be permitted to directors, officers and
         controlling persons of the Registrant pursuant to the foregoing
         provisions, or otherwise, the Registrant has been advised that in the
         opinion of the Securities and Exchange Commission such indemnification
         is against public policy as expressed in the Act and is, therefore,
         unenforceable. In the event that a claim for indemnification against
         such liabilities (other than the payment by the Registrant of expenses
         incurred or paid by a director, officer or controlling person of the
         Registrant in the successful defense of any action, suit or proceeding)
         is asserted by such director, officer or controlling person in
         connection with the securities being registered, the Registrant will,
         unless in the opinion of its counsel the matter has been settled by
         controlling precedent, submit to a court of appropriate jurisdiction
         the question whether such indemnification by it is against public
         policy as expressed in the Act and will be governed by the final
         adjudication of such issue.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]





                                      -8-

<PAGE>   9


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Quincy, state of Massachusetts on this 28th day
of May 1998.

                                                 ATLANTIC DATA SERVICES, INC.

                                                 By: /s/  Robert W. Howe
                                                     ---------------------------
                                                     Robert W. Howe
                                                     Chief Executive Officer and
                                                     Chairman of the Board


                        POWER OF ATTORNEY AND SIGNATURES

         We, the undersigned officers and directors of Atlantic Data Services,
Inc., hereby severally constitute and appoint Robert W. Howe, William H.
Gallagher and Paul K. McGrath, and each of them singly, our true and lawful
attorneys, with full power to them and each of them singly, to sign for us in
our names in the capacities indicated below, any registration statement on Form
S-8, any and all amendments and exhibits to this registration statement, and any
and all applications and other documents to be filed with the Securities and
Exchange Commission pertaining to the registration of the securities covered
hereby or thereby, and generally to do all things in our names and on our behalf
in such capacities to enable Atlantic Data Services, Inc. to comply with the
provisions of the Securities Act of 1933 and all requirements of the Securities
and Exchange Commission.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
           SIGNATURE                                      TITLE(S)                                  DATE
           ---------                                      --------                                  ----
<S>                                      <C>                                                     <C> 

/s/  Robert W. Howe                       Chief Executive Officer and Chairman of the Board       May 28, 1998
------------------------------------      (Principal Executive Officer)
Robert W. Howe                                


/s/  William H. Gallagher                 President, Chief Operating Officer and Director         May 28, 1998
------------------------------------
William H. Gallagher


/s/  Paul K. McGrath                      Senior Vice President, Finance and Administration,      May 28, 1998
------------------------------------      Chief Financial Officer                     
Paul K. McGrath                           (Principal Financial and Accounting Officer)    
                                              

/s/  David C. Hodgson                     Director                                                May 28, 1998
------------------------------------
David C. Hodgson


/s/  Lee M. Kennedy                       Director                                                May 28, 1998
------------------------------------
Lee M. Kennedy


/s/  George F. Raymond                    Director                                                May 28, 1998
---------------------------
George F. Raymond


/s/  Richard D. Driscoll                  Director                                                May 28, 1998
------------------------------------
Richard D. Driscoll
</TABLE>



                                       -9-


<PAGE>   10


<TABLE>
<CAPTION>
                                  EXHIBIT INDEX


Exhibit No.                 Description of Exhibit
-----------                 ----------------------
<S>                        <C>

       4.1                  Specimen Certificate for shares of the Company's Common Stock (Incorporated by reference to Exhibit 4.01
                            to the S-1 Registration Statement).

       4.2                  Description of Capital Stock (contained in the Amended and Restated Articles of Organization
                            and the Second Amended and Restated Articles of Organization of the Company) (Incorporated by
                            reference to Exhibit 4.02 to the S-1 Registration Statement).

       4.3                  Shareholders' Agreement among the Company and certain Shareholders dated July 15, 1988, as amended
                            November 24, 1997 (Incorporated by reference to Exhibit 4.03 to the S-1 Registration Statement).

       4.4                  Amended and Restated 1992 Incentive Stock Option Plan (Incorporated by reference to Exhibit
                            10.03 to the S-1 Registration Statement).

       4.5                  Form of Incentive Stock Option Agreement for Shares Issued Under the Amended and Restated 1992
                            Incentive Stock Option Plan (Incorporated by reference to Exhibit 10.04 to the S-1 Registration
                            Statement).

       4.6                  Form of Amended and Restated Stockholders Agreement for Shares Issued Under the Amended and
                            Restated 1992 Incentive Stock Option Plan (Incorporated by reference to Exhibit 10.05 to the
                            S-1 Registration Statement).

       4.7                  1997 Stock Plan (Incorporated by reference to Exhibit 10.6 to the S-1 Registration Statement).

       4.8                  Amended and Restated 1997 Stock Plan (Incorporated by reference to Exhibit 10.07 to the S-1
                            Registration Statement).

       4.9                  Form of Incentive Stock Option Agreement under the Amended and Restated 1997 Stock Plan (Incorporated
                            by reference to Exhibit 10.08 to the S-1 Registration Statement).

       4.10                 Form of Non-Qualified Stock Option Agreement under the Amended and Restated 1997 Stock Plan
                            (Incorporated by reference to Exhibit 10.09 to the S-1 Registration Statement).

       4.11                 Form of Stock Purchase and Restriction Agreement under the Amended and Restated 1997 Stock Plan
                            (Incorporated by reference to Exhibit 10.10 to the S-1 Registration Statement).

       4.12                 1998 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.11 to the S-1
                            Registration Statement).

       5.1                  Opinion of Testa, Hurwitz & Thibeault, LLP.

      23.1                  Consent of Ernst & Young LLP.
</TABLE>


                                      -10-


<PAGE>   11

<TABLE>
<CAPTION>
<S>                        <C>
      23.2                  Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1).

      24.1                  Power of Attorney (found on Page 9 of this Registration Statement).

      99.1                  Amended and Restated 1992 Incentive Stock Option Plan.  (Incorporated by reference to Exhibit
                            10.03 to the S-1 Registration Statement).

      99.2                  Amended and Restated 1997 Stock Plan. (Incorporated by reference to Exhibit 10.07 to the S-1
                            Registration Statement).

      99.3                  1998 Employee Stock Purchase Plan.  (Incorporated by reference to Exhibit 10.11 to the S-1
                            Registration Statement).
</TABLE>



                                      -11-
[{"type": "S-8", "sequence": "1", "description": "ATLANTIC DATA SERVICES, INC.", "secsgml_size_bytes": 27243}]
{"company-data": {"conformed-name": "ATLANTIC DATA SERVICES INC", "cik": "0001052773", "assigned-sic": "7374", "irs-number": "042696393", "state-of-incorporation": "MA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53805", "film-number": "98633188"}, "business-address": {"street1": "ONE BATTERYMARCH PARK", "city": "QUINCY", "state": "MA", "zip": "02169", "phone": "6177703333"}, "mail-address": {"street1": "ATLANTIC DATA SERVICES INC", "street2": "ONE BATTERYMARCH PARK", "city": "QUINCY", "state": "MA", "zip": "02169"}}
1

      As filed with the Securities and Exchange Commission on May 28, 1998

                                                       Registration No. 333-____

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          ATLANTIC DATA SERVICES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

        MASSACHUSETTS                                     04-2696393
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                              ONE BATTERYMARCH PARK
                           QUINCY, MASSACHUSETTS 02169
               (Address of Principal Executive Offices) (Zip Code)
                              --------------------

              AMENDED AND RESTATED 1992 INCENTIVE STOCK OPTION PLAN
                      AMENDED AND RESTATED 1997 STOCK PLAN
                        1998 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)
                              --------------------

                                 PAUL K. MCGRATH
                             CHIEF FINANCIAL OFFICER
                          ATLANTIC DATA SERVICES, INC.
                              ONE BATTERYMARCH PARK
                           QUINCY, MASSACHUSETTS 02169
                     (Name and Address of Agent For Service)

                                 (617) 770-3333
          (Telephone Number, Including Area Code, of Agent For Service)
                              --------------------
                                   Copies to:

                             MITCHELL S. BLOOM, ESQ.
                         Testa, Hurwitz & Thibeault, LLP
                       High Street Tower, 125 High Street
                           Boston, Massachusetts 02110
                                 (617) 248-7000

================================================================================
2

================================================================================

                         CALCULATION OF REGISTRATION FEE

================================================================================
PROPOSED MAXIMUM      PROPOSED MAXIMUM 
  TITLE OF SECURITIES TO BE          AMOUNT TO BE            OFFERING PRICE      AGGREGATE OFFERING        AMOUNT OF
        REGISTERED (1)              REGISTERED (2)           PER SHARE (3)              PRICE           REGISTRATION FEE
-----------------------------       --------------         -----------------     ------------------     ----------------
AMENDED AND RESTATED 1992 INCENTIVE STOCK OPTION PLAN

Atlantic Data Services, Inc.      308,010 shares (3)                 $ 0.91             $ 280,289.10       $    82.69
Common Stock, $.01 par value

AMENDED AND RESTATED 1997 STOCK PLAN

Atlantic Data Services, Inc.       60,000 shares (4)                 $ 4.25         $     255,000.00       $    75.23
Common Stock, $.01 par value      266,500 shares (4)                 $ 9.00         $   2,398,500.00       $   707.56
                                  167,500 shares (4)                 $13.00         $   2,177,500.00       $   642.37
                                  961,000 shares                     $12.94(5)      $  12,435,340.00       $ 3,668.43

1998 EMPLOYEE STOCK PURCHASE PLAN

Atlantic Data Services, Inc.      500,000 shares                     $12.94(5)      $  6,470,000.00        $ 1,908.65
                                  --------------                                    ---------------        ----------
Common Stock, $.01 par value

TOTAL:                            2,263,010 shares                                    $24,016,629.10       $ 7,084.93
                                  ================                                    ==============       ==========
(1)      The options and purchase rights (the "Rights") set forth in this table
         originally granted the holders of such Rights options or purchase
         rights to acquire shares of the Company's Class A Common Stock, $.01
         par value per share. Upon the closing of the Company's initial public
         offering on May 28, 1998, all of the shares of the Company's Class A
         Common Stock, $.01 par value per share, converted on a 1-for-1 basis
         into shares of the Company's Common Stock.

(2)      All share numbers are adjusted to reflect a 28-for-1 stock split 
         effected by the Company on November 6, 1997.

(3)      Based on options to purchase 308,010 shares of the Company's Common
         Stock granted as of May 27, 1998 under the Company's Amended and
         Restated 1992 Incentive Stock Option Plan. All of such shares are
         issuable upon the exercise of outstanding options to purchase the
         number of shares at the exercise price listed above. Pursuant to Rule
         457(h)(1), the aggregate offering price and the fee have been computed
         upon the basis of the price at which the options may be exercised.

(4)      Based on options to purchase 494,000 shares of the Company's Common
         Stock granted as of May 27, 1998 under the Company's Amended and
         Restated 1997 Stock Plan. All of such shares are issuable

                                      -2-
3

         upon the exercise of outstanding options to purchase the number of
         shares at the exercise price listed above. Pursuant to Rule 457(h)(1),
         the aggregate offering price and the fee have been computed upon the
         basis of the price at which the options may be exercised.

(5)      The price of $ 12.94 per share, which is the average of the high and
         low prices of the Common Stock of the registrant reported on the Nasdaq
         National Market on May 26, 1998, is set forth solely for purposes of
         calculating the filing fee pursuant to Rules 457(c) and (h).

                                      -3-
4

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         The documents containing the information specified in this Item 1 will
be sent or given to employees, directors or others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission") and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The documents containing the information specified in this Item 2 will
be sent or given to employees, directors or others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Commission and
the instructions to Form S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424.

                                      -4-
5

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by Atlantic Data Services, Inc. (the
"Company" or the "Registrant") with the Commission pursuant to the Securities
Act of 1933, as amended (the "Act"), or the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), as noted, are incorporated in this Registration
Statement by reference as of their respective dates:

         (a)      The Registrant's Prospectus, as contained within the
                  Registrant's Registration Statement on Form S-1, as amended,
                  (SEC File No. 333-48703) filed with the Commission pursuant to
                  the Act which contains audited financial statements for the
                  fiscal year ended March 31, 1998 (the "S-1 Registration
                  Statement").

         (b)      The section entitled "Description of Registrant's Securities
                  to be Registered" contained in the Registrant's Registration
                  Statement on Form 8-A filed with the Commission pursuant to
                  Section 12(g) of the Exchange Act on May 4, 1998.

         All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
herein have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Second Amended and Restated Articles of Organization and
the Company's Second Amended and Restated By-laws generally provide for
indemnification of the Company's directors and officers for liabilities and
expenses that they may incur in such capacities, except to the extent such
indemnification is prohibited by the Business Corporation Law of the
Commonwealth of Massachusetts. Reference is made to the Company's Second Amended
and Restated Articles of Organization and Second Amended and Restated By-laws
filed as Exhibits 3.02 and 3.04, respectively, to the Company's S-1 Registration
Statement.

                                      -5-
6

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.
Exhibit No.                 Description of Exhibit
-----------                 ----------------------
4.1                  Specimen Certificate for shares of the Company's Common Stock (Incorporated by reference to
                            Exhibit 4.01 to the S-1 Registration Statement).

       4.2                  Description of Capital Stock (contained in the Amended and Restated Articles of Organization
                            and the Second Amended and Restated Articles of Organization of the Company) (Incorporated
                            by reference to Exhibit 4.02 to the S-1 Registration Statement).

       4.3                  Shareholders' Agreement among the Company and certain Shareholders dated July 15, 1988, as amended
                            November 24, 1997 (Incorporated by reference to Exhibit 4.03 to the S-1 Registration Statement).

       4.4                  Amended and Restated 1992 Incentive Stock Option Plan (Incorporated by reference to Exhibit
                            10.03 to the S-1 Registration Statement).

       4.5                  Form of Incentive Stock Option Agreement for Shares Issued Under the Amended and Restated
                            1992 Incentive Stock Option Plan (Incorporated by reference to Exhibit 10.04 to the S-1
                            Registration Statement).

       4.6                  Form of Amended and Restated Stockholders Agreement for Shares Issued Under the Amended and
                            Restated 1992 Incentive Stock Option Plan (Incorporated by reference to Exhibit 10.05 to the
                            S-1 Registration Statement).

       4.7                  1997 Stock Plan (Incorporated by reference to Exhibit 10.6 to the S-1 Registration
                            Statement).

       4.8                  Amended and Restated 1997 Stock Plan (Incorporated by reference to Exhibit 10.07 to the S-1
                            Registration Statement).

       4.9                  Form of Incentive Stock Option Agreement under the Amended and Restated 1997 Stock Plan (Incorporated
                            by reference to Exhibit 10.08 to the S-1 Registration Statement).

       4.10                 Form of Non-Qualified Stock Option Agreement under the Amended and Restated 1997 Stock Plan
                            (Incorporated by reference to Exhibit 10.09 to the S-1 Registration Statement).

       4.11                 Form of Stock Purchase and Restriction Agreement under the Amended and Restated 1997 Stock Plan
                            (Incorporated by reference to Exhibit 10.10 to the S-1 Registration Statement).
-6-
7
4.12                 1998 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.11 to the S-1
                            Registration Statement).

       5.1                  Opinion of Testa, Hurwitz & Thibeault, LLP.

      23.1                  Consent of Ernst & Young LLP.

      23.2                  Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1).

      24.1                  Power of Attorney (found on Page 9 of this Registration Statement).

      99.1                  Amended and Restated 1992 Incentive Stock Option Plan.  (Incorporated by reference to
                            Exhibit 10.03 to the S-1 Registration Statement).

      99.2                  Amended and Restated 1997 Stock Plan.  (Incorporated by reference to Exhibit 10.07 to S-1
                            the Registration Statement).

      99.3                  1998 Employee Stock Purchase Plan.  (Incorporated by reference to Exhibit 10.11 to the S-1
                            Registration Statement).
ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
                  being made, a post-effective amendment to this registration
                  statement:

                           (i)  To include any prospectus required by Section 
                           10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to
                           Rule 424(b) if, in the aggregate, the changes in
                           volume and price represent no more than a 20% change
                           in the maximum aggregate offering price set forth in
                           the "Calculation of Registration Fee" table in the
                           effective registration statement;

                           (iii) To include any material information with
                           respect to the plan of distribution not previously
                           disclosed in the registration statement or any
                           material change to such information in the
                           registration statement;

                  (2) That, for the purpose of determining any liability under
                  the Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration 

                                      -7-
8

                  statement relating to the securities offered therein, and the
                  offering of such securities at that time shall be deemed to be
                  the initial bona fide offering thereof;

                  (3) To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the Registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the Securities Exchange Act of 1934 (and, where applicable,
         each filing of an employee benefit plan's annual report pursuant to
         Section 15(d) of the Securities Exchange Act of 1934) that is
         incorporated by reference in the registration statement shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 may be permitted to directors, officers and
         controlling persons of the Registrant pursuant to the foregoing
         provisions, or otherwise, the Registrant has been advised that in the
         opinion of the Securities and Exchange Commission such indemnification
         is against public policy as expressed in the Act and is, therefore,
         unenforceable. In the event that a claim for indemnification against
         such liabilities (other than the payment by the Registrant of expenses
         incurred or paid by a director, officer or controlling person of the
         Registrant in the successful defense of any action, suit or proceeding)
         is asserted by such director, officer or controlling person in
         connection with the securities being registered, the Registrant will,
         unless in the opinion of its counsel the matter has been settled by
         controlling precedent, submit to a court of appropriate jurisdiction
         the question whether such indemnification by it is against public
         policy as expressed in the Act and will be governed by the final
         adjudication of such issue.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

                                      -8-
9

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Quincy, state of Massachusetts on this 28th day
of May 1998.

                                                 ATLANTIC DATA SERVICES, INC.

                                                 By: /s/  Robert W. Howe
                                                     ---------------------------
                                                     Robert W. Howe
                                                     Chief Executive Officer and
                                                     Chairman of the Board

                        POWER OF ATTORNEY AND SIGNATURES

         We, the undersigned officers and directors of Atlantic Data Services,
Inc., hereby severally constitute and appoint Robert W. Howe, William H.
Gallagher and Paul K. McGrath, and each of them singly, our true and lawful
attorneys, with full power to them and each of them singly, to sign for us in
our names in the capacities indicated below, any registration statement on Form
S-8, any and all amendments and exhibits to this registration statement, and any
and all applications and other documents to be filed with the Securities and
Exchange Commission pertaining to the registration of the securities covered
hereby or thereby, and generally to do all things in our names and on our behalf
in such capacities to enable Atlantic Data Services, Inc. to comply with the
provisions of the Securities Act of 1933 and all requirements of the Securities
and Exchange Commission.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                      TITLE(S)                                  DATE
           ---------                                      --------                                  ----
/s/  Robert W. Howe                       Chief Executive Officer and Chairman of the Board       May 28, 1998
------------------------------------      (Principal Executive Officer)
Robert W. Howe                                

/s/  William H. Gallagher                 President, Chief Operating Officer and Director         May 28, 1998
------------------------------------
William H. Gallagher

/s/  Paul K. McGrath                      Senior Vice President, Finance and Administration,      May 28, 1998
------------------------------------      Chief Financial Officer                     
Paul K. McGrath                           (Principal Financial and Accounting Officer)    
                                              

/s/  David C. Hodgson                     Director                                                May 28, 1998
------------------------------------
David C. Hodgson

/s/  Lee M. Kennedy                       Director                                                May 28, 1998
------------------------------------
Lee M. Kennedy

/s/  George F. Raymond                    Director                                                May 28, 1998
---------------------------
George F. Raymond

/s/  Richard D. Driscoll                  Director                                                May 28, 1998
------------------------------------
Richard D. Driscoll
-9-
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EXHIBIT INDEX

Exhibit No.                 Description of Exhibit
-----------                 ----------------------
4.1                  Specimen Certificate for shares of the Company's Common Stock (Incorporated by reference to Exhibit 4.01
                            to the S-1 Registration Statement).

       4.2                  Description of Capital Stock (contained in the Amended and Restated Articles of Organization
                            and the Second Amended and Restated Articles of Organization of the Company) (Incorporated by
                            reference to Exhibit 4.02 to the S-1 Registration Statement).

       4.3                  Shareholders' Agreement among the Company and certain Shareholders dated July 15, 1988, as amended
                            November 24, 1997 (Incorporated by reference to Exhibit 4.03 to the S-1 Registration Statement).

       4.4                  Amended and Restated 1992 Incentive Stock Option Plan (Incorporated by reference to Exhibit
                            10.03 to the S-1 Registration Statement).

       4.5                  Form of Incentive Stock Option Agreement for Shares Issued Under the Amended and Restated 1992
                            Incentive Stock Option Plan (Incorporated by reference to Exhibit 10.04 to the S-1 Registration
                            Statement).

       4.6                  Form of Amended and Restated Stockholders Agreement for Shares Issued Under the Amended and
                            Restated 1992 Incentive Stock Option Plan (Incorporated by reference to Exhibit 10.05 to the
                            S-1 Registration Statement).

       4.7                  1997 Stock Plan (Incorporated by reference to Exhibit 10.6 to the S-1 Registration Statement).

       4.8                  Amended and Restated 1997 Stock Plan (Incorporated by reference to Exhibit 10.07 to the S-1
                            Registration Statement).

       4.9                  Form of Incentive Stock Option Agreement under the Amended and Restated 1997 Stock Plan (Incorporated
                            by reference to Exhibit 10.08 to the S-1 Registration Statement).

       4.10                 Form of Non-Qualified Stock Option Agreement under the Amended and Restated 1997 Stock Plan
                            (Incorporated by reference to Exhibit 10.09 to the S-1 Registration Statement).

       4.11                 Form of Stock Purchase and Restriction Agreement under the Amended and Restated 1997 Stock Plan
                            (Incorporated by reference to Exhibit 10.10 to the S-1 Registration Statement).

       4.12                 1998 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.11 to the S-1
                            Registration Statement).

       5.1                  Opinion of Testa, Hurwitz & Thibeault, LLP.

      23.1                  Consent of Ernst & Young LLP.
-10-
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23.2                  Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1).

      24.1                  Power of Attorney (found on Page 9 of this Registration Statement).

      99.1                  Amended and Restated 1992 Incentive Stock Option Plan.  (Incorporated by reference to Exhibit
                            10.03 to the S-1 Registration Statement).

      99.2                  Amended and Restated 1997 Stock Plan. (Incorporated by reference to Exhibit 10.07 to the S-1
                            Registration Statement).

      99.3                  1998 Employee Stock Purchase Plan.  (Incorporated by reference to Exhibit 10.11 to the S-1
                            Registration Statement).
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