<PAGE>
 
    As filed with the Securities and Exchange Commission on March 29, 1999

                                                     Registration No. __________

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

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                           _________________________

                                   FORM S-8

                            REGISTRATION STATEMENT

                                     Under

                          THE SECURITIES ACT OF 1933

                             ____________________


                        OAO TECHNOLOGY SOLUTIONS, INC.
            (Exact name of registrant as specified in its charter)


            Delaware                                            52-1973990
  (State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                         Identification Number)

   7500 Greenway Center Drive                                     20770
       Greenbelt, Maryland                                      (Zip Code)
      (Address of Principal
       Executive Offices)


          OAO TECHNOLOGY SOLUTIONS, INC. EMPLOYEE STOCK PURCHASE PLAN
                           (Full title of the plan)

                              ____________________

                               Gregory A. Pratt
                     Chief Executive Officer and President
                          7500 Greenway Center Drive
                           Greenbelt, Maryland 20770
                                (301) 486-0400
                         (Name, address, and telephone
                         number, including area code,
                             of agent for service)

                        CALCULATION OF REGISTRATION FEE
 
<TABLE> 
<CAPTION> 
===========================================================================================
Title of                      Amount         Proposed           Proposed        Amount of
Securities to                 To Be           Maximum           Maximum        Registration
Be Registered             Registered (1)  Offering Price       Aggregate           Fee
                                           Per Share (2)   Offering Price (2)
-------------------------------------------------------------------------------------------
<S>                       <C>             <C>              <C>                 <C> 
Common Stock, $.01 par        1,000,000        3.375           3,375,000.00     $938.25
value.................
===========================================================================================
</TABLE> 

(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
    Registration Statement also covers an indeterminate amount of interests to
    be offered or sold pursuant to the OAO Technology Solutions, Inc. Employee
    Stock Purchase Plan described herein.

(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
    aggregate offering price and the amount of the registration fee based upon
    the average of the high and low prices reported for the shares on NASDAQ on
    March 26, 1999.



The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.

================================================================================
<PAGE>
 
                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION. *

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. *

* Information required by Part I to be contained in the Section 10(a) prospectus
  is omitted from the Registration Statement in accordance with Rule 428 under
  the Securities Act of 1933 and the Note to Part I of Form S-8.


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by OAO Technology Solutions, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated by
reference in this Registration Statement.

         (A) Company's Annual Report on Form 10-K for the fiscal year ended
             December 31, 1998.

         (C) The description of the Company's Common Stock contained in the
             Registration Statement Form 8-A filed by the Company on October 6,
             1997 to register such securities under the Securities Exchange Act
             of 1934, as amended (the "Exchange Act").

         In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
this Registration Statement, prior to the filing of a post-effective amendment
which indicates that all securities offered 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.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company is incorporated under the laws of the State of Delaware.
Section 145 of the General Corporation Law of the State of Delaware ("Section
145") provides that a Delaware corporation may indemnify any persons who are, or
are threatened to be made, parties to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer, director, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise.  The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his
conduct was illegal.  A Delaware corporation may indemnify any persons who are,
or are threatened to be made, a party to any threatened, pending or completed
action or suit by or in the right of the corporation by reason of the fact that
such person was a director, officer, employee or agent of such corporation, or
is or was serving at the request of such corporation as a director, officer,
employee or agent of another corporation or enterprise.  The indemnity may
include expenses (including attorney's fees) actually and reasonably incurred by
such person
<PAGE>
 
in connection with the defense or settlement of such action or suit, provided
such person acted in good faith and in a manner he reasonably believed to be in
or not opposed to the corporation's best interests except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer or director has actually and reasonably incurred.

         Section 145 further provides that the indemnification provisions of
Section 145 shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office.  The certificate of incorporation of the Company provides that, to
the fullest extent permitted by the General Corporation Law of the State of
Delaware, no director of the corporation shall be liable to the corporation or
its stockholders for monetary damages arising from a breach of fiduciary duty
owed to the corporation or its stockholders.

         Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him or her and incurred by him or her in
any such capacity, arising out of his or her status as such, whether or not the
corporation would otherwise have the power to indemnify him or her under Section
145.  The Company has a directors and officers liability insurance policy that
affords directors and officers with insurance coverage for losses arising from
claims based on breaches of duty, negligence and wrongful acts.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The Exhibits listed on the Index of Exhibits attached hereto are
incorporated by reference and are part of this Registration Statement.

ITEM 9.  UNDERTAKINGS.

         (a) The undersigned Company 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;

                 (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;

                 Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
             this section do not apply if the registration statement is on Form
             S-3 or Form S-8 and the information required to be included in a
             post-effective amendment by those paragraphs is contained in
             periodic reports filed with or furnished to the Commission by the
             registrant pursuant to section 13 or section 15(d) of the
             Securities Exchange Act of 1934 that are incorporated by reference
             in the registration statement.

                                       2
<PAGE>
 
             (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 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 Company hereby further undertakes that, for
   purposes of determining any liability under the Securities Act of 1933, each
   filing of the Company's annual report pursuant to section 13(a) or 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 Company pursuant to the foregoing provisions, or
   otherwise, the Company 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 Company of expenses incurred or paid by a director, officer, or
   controlling person of the Company 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 Company 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.

                                  SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of 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 Greenbelt, State of Maryland, on March 29, 1999.

                                        OAO TECHNOLOGY SOLUTIONS, INC.


                                        By:/s/ Gregory A. Pratt
                                           -------------------------------------
                                           Gregory A. Pratt
                                           Chief Executive Officer and President

                                       3
<PAGE>
 
                               POWER OF ATTORNEY
                                        
         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gregory A. Pratt and J. Jeffrey Fox, and
each of them, his true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments, including
post-effective amendments, to this Registration Statement, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or their substitute or substitutes,
may do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated as of March 29, 1999.

Name                                        Title(s)
----                                        --------

/s/ Gregory A. Pratt                        Chief Executive Officer,
----------------------------------------    President and Director
Gregory A. Pratt             
 

/s/ J. Jeffrey Fox                          Vice-President of Finance
----------------------------------------    and Chief Financial Officer
J. Jeffrey Fox               
 

/s/ Jerry L. Johnson                        Chairman of the Board of Directors
----------------------------------------    
Jerry L. Johnson


/s/ Cecile D. Barker                        Director
----------------------------------------
Cecile D. Barker


/s/ Thomas C. Lynch                         Director
----------------------------------------
Thomas C. Lynch


/s/ Frank B. Foster, III                    Director
----------------------------------------
Frank B. Foster, III


/s/ Yvonne Brathwaite Burke                 Director
----------------------------------------
Yvonne Brathwaite Burke


/s/ John Lehman                             Director
----------------------------------------
John Lehman


/s/ William R. Hill                         Director
----------------------------------------
William R. Hill

                                       4
<PAGE>
 
                               INDEX TO EXHIBITS
                               -----------------

 
Exhibit Number      Exhibit
--------------      -------


   4.1              Amended and Restated Certificate of Incorporation of the
                    Company (incorporated by reference to the respective exhibit
                    to the Company's Registration Statement on Form S-1
                    (Registration No. 333-00796) declared effective on October
                    22, 1998).

   4.2              Amended and Restated Bylaws of the Company (incorporated by
                    reference to the respective exhibit to the Company's
                    Registration Statement on Form S-1 (Registration No. 333-
                    00796) declared effective on October 22, 1998).
 
   4.4              OAO Technology Solutions, Inc. Employee Stock Purchase Plan
                    
   5.1              Opinion of Counsel

   23.1             Consent of Counsel
                    (included in Exhibit 5.1)

   23.2             Consent of Deloitte & Touche LLP

   24.1             Power of Attorney (See page 5 of this Registration
                    Statement)

                                       5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18116}]
{"company-data": {"conformed-name": "OAO TECHNOLOGY SOLUTIONS INC", "cik": "0001043476", "assigned-sic": "7373", "irs-number": "521973990", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75273", "film-number": "99579034"}, "business-address": {"street1": "7500 GREENWAY CENTER DR", "city": "GREENBELT", "state": "MD", "zip": "20770", "phone": "3014860400"}, "mail-address": {"street1": "7500 GREENWAY CENTER DRIVE", "city": "GREEENBLET", "state": "MD", "zip": "20770"}}
As filed with the Securities and Exchange Commission on March 29, 1999

                                                     Registration No. __________

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

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                           _________________________

                                   FORM S-8

                            REGISTRATION STATEMENT

                                     Under

                          THE SECURITIES ACT OF 1933

                             ____________________

                        OAO TECHNOLOGY SOLUTIONS, INC.
            (Exact name of registrant as specified in its charter)

            Delaware                                            52-1973990
  (State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                         Identification Number)

   7500 Greenway Center Drive                                     20770
       Greenbelt, Maryland                                      (Zip Code)
      (Address of Principal
       Executive Offices)

          OAO TECHNOLOGY SOLUTIONS, INC. EMPLOYEE STOCK PURCHASE PLAN
                           (Full title of the plan)

                              ____________________

                               Gregory A. Pratt
                     Chief Executive Officer and President
                          7500 Greenway Center Drive
                           Greenbelt, Maryland 20770
                                (301) 486-0400
                         (Name, address, and telephone
                         number, including area code,
                             of agent for service)

                        CALCULATION OF REGISTRATION FEE
===========================================================================================
Title of                      Amount         Proposed           Proposed        Amount of
Securities to                 To Be           Maximum           Maximum        Registration
Be Registered             Registered (1)  Offering Price       Aggregate           Fee
                                           Per Share (2)   Offering Price (2)
-------------------------------------------------------------------------------------------
Common Stock, $.01 par        1,000,000        3.375           3,375,000.00     $938.25
value.................
===========================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
    Registration Statement also covers an indeterminate amount of interests to
    be offered or sold pursuant to the OAO Technology Solutions, Inc. Employee
    Stock Purchase Plan described herein.

(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
    aggregate offering price and the amount of the registration fee based upon
    the average of the high and low prices reported for the shares on NASDAQ on
    March 26, 1999.

The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.

================================================================================
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION. *

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. *

* Information required by Part I to be contained in the Section 10(a) prospectus
  is omitted from the Registration Statement in accordance with Rule 428 under
  the Securities Act of 1933 and the Note to Part I of Form S-8.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by OAO Technology Solutions, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated by
reference in this Registration Statement.

         (A) Company's Annual Report on Form 10-K for the fiscal year ended
             December 31, 1998.

         (C) The description of the Company's Common Stock contained in the
             Registration Statement Form 8-A filed by the Company on October 6,
             1997 to register such securities under the Securities Exchange Act
             of 1934, as amended (the "Exchange Act").

         In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
this Registration Statement, prior to the filing of a post-effective amendment
which indicates that all securities offered 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.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company is incorporated under the laws of the State of Delaware.
Section 145 of the General Corporation Law of the State of Delaware ("Section
145") provides that a Delaware corporation may indemnify any persons who are, or
are threatened to be made, parties to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer, director, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise.  The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his
conduct was illegal.  A Delaware corporation may indemnify any persons who are,
or are threatened to be made, a party to any threatened, pending or completed
action or suit by or in the right of the corporation by reason of the fact that
such person was a director, officer, employee or agent of such corporation, or
is or was serving at the request of such corporation as a director, officer,
employee or agent of another corporation or enterprise.  The indemnity may
include expenses (including attorney's fees) actually and reasonably incurred by
such person
in connection with the defense or settlement of such action or suit, provided
such person acted in good faith and in a manner he reasonably believed to be in
or not opposed to the corporation's best interests except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer or director has actually and reasonably incurred.

         Section 145 further provides that the indemnification provisions of
Section 145 shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office.  The certificate of incorporation of the Company provides that, to
the fullest extent permitted by the General Corporation Law of the State of
Delaware, no director of the corporation shall be liable to the corporation or
its stockholders for monetary damages arising from a breach of fiduciary duty
owed to the corporation or its stockholders.

         Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him or her and incurred by him or her in
any such capacity, arising out of his or her status as such, whether or not the
corporation would otherwise have the power to indemnify him or her under Section
145.  The Company has a directors and officers liability insurance policy that
affords directors and officers with insurance coverage for losses arising from
claims based on breaches of duty, negligence and wrongful acts.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The Exhibits listed on the Index of Exhibits attached hereto are
incorporated by reference and are part of this Registration Statement.

ITEM 9.  UNDERTAKINGS.

         (a) The undersigned Company 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;

                 (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;

                 Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
             this section do not apply if the registration statement is on Form
             S-3 or Form S-8 and the information required to be included in a
             post-effective amendment by those paragraphs is contained in
             periodic reports filed with or furnished to the Commission by the
             registrant pursuant to section 13 or section 15(d) of the
             Securities Exchange Act of 1934 that are incorporated by reference
             in the registration statement.

                                       2
(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 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 Company hereby further undertakes that, for
   purposes of determining any liability under the Securities Act of 1933, each
   filing of the Company's annual report pursuant to section 13(a) or 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 Company pursuant to the foregoing provisions, or
   otherwise, the Company 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 Company of expenses incurred or paid by a director, officer, or
   controlling person of the Company 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 Company 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.

                                  SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of 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 Greenbelt, State of Maryland, on March 29, 1999.

                                        OAO TECHNOLOGY SOLUTIONS, INC.

                                        By:/s/ Gregory A. Pratt
                                           -------------------------------------
                                           Gregory A. Pratt
                                           Chief Executive Officer and President

                                       3
POWER OF ATTORNEY
                                        
         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gregory A. Pratt and J. Jeffrey Fox, and
each of them, his true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments, including
post-effective amendments, to this Registration Statement, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or their substitute or substitutes,
may do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated as of March 29, 1999.

Name                                        Title(s)
----                                        --------

/s/ Gregory A. Pratt                        Chief Executive Officer,
----------------------------------------    President and Director
Gregory A. Pratt             
 

/s/ J. Jeffrey Fox                          Vice-President of Finance
----------------------------------------    and Chief Financial Officer
J. Jeffrey Fox               
 

/s/ Jerry L. Johnson                        Chairman of the Board of Directors
----------------------------------------    
Jerry L. Johnson

/s/ Cecile D. Barker                        Director
----------------------------------------
Cecile D. Barker

/s/ Thomas C. Lynch                         Director
----------------------------------------
Thomas C. Lynch

/s/ Frank B. Foster, III                    Director
----------------------------------------
Frank B. Foster, III

/s/ Yvonne Brathwaite Burke                 Director
----------------------------------------
Yvonne Brathwaite Burke

/s/ John Lehman                             Director
----------------------------------------
John Lehman

/s/ William R. Hill                         Director
----------------------------------------
William R. Hill

                                       4
INDEX TO EXHIBITS
                               -----------------

 
Exhibit Number      Exhibit
--------------      -------

   4.1              Amended and Restated Certificate of Incorporation of the
                    Company (incorporated by reference to the respective exhibit
                    to the Company's Registration Statement on Form S-1
                    (Registration No. 333-00796) declared effective on October
                    22, 1998).

   4.2              Amended and Restated Bylaws of the Company (incorporated by
                    reference to the respective exhibit to the Company's
                    Registration Statement on Form S-1 (Registration No. 333-
                    00796) declared effective on October 22, 1998).
 
   4.4              OAO Technology Solutions, Inc. Employee Stock Purchase Plan
                    
   5.1              Opinion of Counsel

   23.1             Consent of Counsel
                    (included in Exhibit 5.1)

   23.2             Consent of Deloitte & Touche LLP

   24.1             Power of Attorney (See page 5 of this Registration
                    Statement)

                                       5