As filed with the Securities and Exchange Commission on July 13, 1999

                                             Registration Statement No. 333-

                       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 of Incorporation)                 (I.R.S. Employer Identification No.)

           7500 Greenway Center Drive, 16th Floor, Greenbelt, MD 20770
          (Address of principal executive offices, including zip code)

                              AMENDED AND RESTATED
          OAO TECHNOLOGY SOLUTIONS, INC. 1996 EQUITY COMPENSATION PLAN
                            (Full title of the plan)

                          A. Christopher Ducanes, Esq.
                         OAO Technology Solutions, Inc.
                     7500 Greenway Center Drive, 16th Floor
                              Greenbelt, MD 20770
                     (Name and Address of Agent for Service)

                                 (301) 486-0400
                     (Telephone Number of Agent for Service)



                         CALCULATION OF REGISTRATION FEE
                                   Proposed        Proposed
Title of                           maximum         maximum
securities        Amount           offering        aggregate        Amount of
to be             to be            price per       offering         registration
registered        registered(1)    share (2)       price(2)         fee(2)
Common Stock,     3,400,000          (2)           $13,903,670.71   $3,865.22
$.01 par value

(1)  Pursuant to Rule 416 under the  Securities Act of 1933,  this  Registration
     Statement  also  registers  such  additional  shares as may  hereinafter be
     offered or issued to prevent  dilution  resulting from stock splits,  stock
     dividends, recapitalizations or certain other capital adjustments.

(2)  Calculated  pursuant  to Rule  457(c) and 457(h).  As to  1,340,741  shares
     subject to outstanding but unexercised  options,  the fee is computed based
     upon the per share price at which the options may be  exercised as follows:
     750,000 shares at $3.88,  530,741 shares at $5.19,  40,000 shares at $4.01,
     and 20,000 shares at $4.44.  As to the  2,059,259  shares that are reserved
     for future issuance, the fee is computed based upon the average of the high
     and low prices  for a share of Common  Stock of the  Registrant  on July 9,
     1999 as reported on the Nasdaq National Market.


                                       1
<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

     1. The Registrant's  Annual Report on Form 10-K for the year ended December
31, 1998.

     2. The  Registrant's  Quarterly  Report on Form 10-Q for the quarter  ended
March 31, 1999.

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

     4. The Registrant has  previously  filed a Registration  Statements on Form
S-8 (No. 333-75407 ) (the "Previous Registration  Statement") with respect to an
aggregate of 2,963,732  shares of Common Stock issuable  under the  Registrant's
1996 Equity  Compensation  Plan, as amended (the "1996 Plan"). The Registrant is
filing this Registration Statement to register an additional 3,400,000 shares of
Common Stock for issuance under the 1996 Plan, so that an aggregate of 6,363,732
shares  of  Common  Stock  under the 1996  Plan  shall be  registered  under the
Securities Act of 1933. The contents of the Previous Registration Statements are
incorporated herein by reference, including periodic reports that the Registrant
filed after the Previous Registration  Statement to maintain current information
about the Registrant.

Item 5.  Legal Opinion and Interests of Counsel.

     The validity of the issuance of the shares of Common Stock  offered  hereby
has been passed upon for the  Registrant by A.  Christopher  Ducanes,  Corporate
Counsel for the Registrant.  Mr. Ducanes  beneficially  owns 8,984 shares of the
Registrant's  common  stock  and  options  to  purchase  25,000  shares  of  the
Registrant's common stock.

Item 8.  Exhibits.

     The following exhibits are filed as part of this Registration Statement.

4.1  Amended  and  Restated  OAO   Technology   Solutions,   Inc.   1996  Equity
     Compensation Plan

5.1  Opinion of A. Christopher Ducanes, Esquire

23.1 Consent of Deloitte & Touche LLP


                                       2
<PAGE>


23.2 Consent of Counsel (included in opinion filed as Exhibit 5.1 hereto)

24.1 Power  of  Attorney  (included  with  signature  page of this  Registration
     Statement)


                                       3
<PAGE>


                                   SIGNATURES


     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
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 Greenbelt, Maryland on July 9, 1999


                                       OAO TECHNOLOGY SOLUTIONS, INC.

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


                                       4
<PAGE>


     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.  EACH PERSON IN SO SIGNING,  ALSO MAKES,
CONSTITUTES AND APPOINTS EACH OF GREGORY A. PRATT AND J. JEFFREY FOX, HIS OR HER
TRUE AND  LAWFUL  ATTORNEYS-IN-FACT,  IN HIS OR HER  NAME,  PLACE,  AND STEAD TO
EXECUTE AND CAUSE TO BE FILED WITH THE  SECURITIES  AND EXCHANGE  COMMISSION ANY
AND ALL AMENDMENTS TO THIS REGISTRATION STATEMENT.
<TABLE>
<CAPTION>

Signature                      Capacity                                Date
---------                      --------                                ----


<S>                            <C>                                     <C>
/s/ Gregory A. Pratt           Chief Executive Officer and President   July 9, 1999
---------------------------    (Principal Executive Officer and
Gregory A. Pratt               Director)


/s/ J. Jeffrey Fox             V.P. of Finance and Chief Financial     July 9, 1999
---------------------------    Officer (Principal Financial and
J. Jeffrey Fox                 Accounting Officer)


/s/ Jerry L. Johnson           Chairman of the Board and Director      July 9, 1999
---------------------------
Jerry L. Johnson


/s/ Cecile D. Barker           Vice Chairman of the Board and          July 9, 1999
---------------------------    Director
Cecile D. Barker


/s/ Yvonne Brathwaite Burke    Director                                July 9, 1999
---------------------------
Yvonne Brathwaite Burke


/s/ Frank B. Foster, III       Director                                July 9, 1999
---------------------------
Frank B. Foster, III


/s/ John F. Lehman             Director                                July 9, 1999
---------------------------
John F. Lehman


/s/ Richard B. Lieb            Director                                July 9, 1999
---------------------------
Richard B. Lieb

</TABLE>


                                       5
<PAGE>


                                  EXHIBIT INDEX


Exhibit
Number                         Description of Exhibit

4.1                            Amended and Restated OAO Technology Solutions,
                               Inc. 1996 Equity Compensation Plan

5.1                            Opinion of A. Christopher Ducanes, Esquire

23.1                           Consent of Deloitte & Touche LLP

23.2                           Consent of Counsel (included in opinion filed as
                               Exhibit 5.1 hereto)

24.1                           Power of Attorney (included with signature page
                               of this Registration Statement)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 9138}]
{"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": "333-82789", "film-number": "99663886"}, "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 July 13, 1999

                                             Registration Statement No. 333-

                       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 of Incorporation)                 (I.R.S. Employer Identification No.)

           7500 Greenway Center Drive, 16th Floor, Greenbelt, MD 20770
          (Address of principal executive offices, including zip code)

                              AMENDED AND RESTATED
          OAO TECHNOLOGY SOLUTIONS, INC. 1996 EQUITY COMPENSATION PLAN
                            (Full title of the plan)

                          A. Christopher Ducanes, Esq.
                         OAO Technology Solutions, Inc.
                     7500 Greenway Center Drive, 16th Floor
                              Greenbelt, MD 20770
                     (Name and Address of Agent for Service)

                                 (301) 486-0400
                     (Telephone Number of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
                                   Proposed        Proposed
Title of                           maximum         maximum
securities        Amount           offering        aggregate        Amount of
to be             to be            price per       offering         registration
registered        registered(1)    share (2)       price(2)         fee(2)
Common Stock,     3,400,000          (2)           $13,903,670.71   $3,865.22
$.01 par value

(1)  Pursuant to Rule 416 under the  Securities Act of 1933,  this  Registration
     Statement  also  registers  such  additional  shares as may  hereinafter be
     offered or issued to prevent  dilution  resulting from stock splits,  stock
     dividends, recapitalizations or certain other capital adjustments.

(2)  Calculated  pursuant  to Rule  457(c) and 457(h).  As to  1,340,741  shares
     subject to outstanding but unexercised  options,  the fee is computed based
     upon the per share price at which the options may be  exercised as follows:
     750,000 shares at $3.88,  530,741 shares at $5.19,  40,000 shares at $4.01,
     and 20,000 shares at $4.44.  As to the  2,059,259  shares that are reserved
     for future issuance, the fee is computed based upon the average of the high
     and low prices  for a share of Common  Stock of the  Registrant  on July 9,
     1999 as reported on the Nasdaq National Market.

                                       1
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

     1. The Registrant's  Annual Report on Form 10-K for the year ended December
31, 1998.

     2. The  Registrant's  Quarterly  Report on Form 10-Q for the quarter  ended
March 31, 1999.

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

     4. The Registrant has  previously  filed a Registration  Statements on Form
S-8 (No. 333-75407 ) (the "Previous Registration  Statement") with respect to an
aggregate of 2,963,732  shares of Common Stock issuable  under the  Registrant's
1996 Equity  Compensation  Plan, as amended (the "1996 Plan"). The Registrant is
filing this Registration Statement to register an additional 3,400,000 shares of
Common Stock for issuance under the 1996 Plan, so that an aggregate of 6,363,732
shares  of  Common  Stock  under the 1996  Plan  shall be  registered  under the
Securities Act of 1933. The contents of the Previous Registration Statements are
incorporated herein by reference, including periodic reports that the Registrant
filed after the Previous Registration  Statement to maintain current information
about the Registrant.

Item 5.  Legal Opinion and Interests of Counsel.

     The validity of the issuance of the shares of Common Stock  offered  hereby
has been passed upon for the  Registrant by A.  Christopher  Ducanes,  Corporate
Counsel for the Registrant.  Mr. Ducanes  beneficially  owns 8,984 shares of the
Registrant's  common  stock  and  options  to  purchase  25,000  shares  of  the
Registrant's common stock.

Item 8.  Exhibits.

     The following exhibits are filed as part of this Registration Statement.

4.1  Amended  and  Restated  OAO   Technology   Solutions,   Inc.   1996  Equity
     Compensation Plan

5.1  Opinion of A. Christopher Ducanes, Esquire

23.1 Consent of Deloitte & Touche LLP

                                       2
23.2 Consent of Counsel (included in opinion filed as Exhibit 5.1 hereto)

24.1 Power  of  Attorney  (included  with  signature  page of this  Registration
     Statement)

                                       3
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
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 Greenbelt, Maryland on July 9, 1999

                                       OAO TECHNOLOGY SOLUTIONS, INC.

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

                                       4
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.  EACH PERSON IN SO SIGNING,  ALSO MAKES,
CONSTITUTES AND APPOINTS EACH OF GREGORY A. PRATT AND J. JEFFREY FOX, HIS OR HER
TRUE AND  LAWFUL  ATTORNEYS-IN-FACT,  IN HIS OR HER  NAME,  PLACE,  AND STEAD TO
EXECUTE AND CAUSE TO BE FILED WITH THE  SECURITIES  AND EXCHANGE  COMMISSION ANY
AND ALL AMENDMENTS TO THIS REGISTRATION STATEMENT.
Signature                      Capacity                                Date
---------                      --------                                ----
/s/ Gregory A. Pratt           Chief Executive Officer and President   July 9, 1999
---------------------------    (Principal Executive Officer and
Gregory A. Pratt               Director)

/s/ J. Jeffrey Fox             V.P. of Finance and Chief Financial     July 9, 1999
---------------------------    Officer (Principal Financial and
J. Jeffrey Fox                 Accounting Officer)

/s/ Jerry L. Johnson           Chairman of the Board and Director      July 9, 1999
---------------------------
Jerry L. Johnson

/s/ Cecile D. Barker           Vice Chairman of the Board and          July 9, 1999
---------------------------    Director
Cecile D. Barker

/s/ Yvonne Brathwaite Burke    Director                                July 9, 1999
---------------------------
Yvonne Brathwaite Burke

/s/ Frank B. Foster, III       Director                                July 9, 1999
---------------------------
Frank B. Foster, III

/s/ John F. Lehman             Director                                July 9, 1999
---------------------------
John F. Lehman

/s/ Richard B. Lieb            Director                                July 9, 1999
---------------------------
Richard B. Lieb
5
EXHIBIT INDEX

Exhibit
Number                         Description of Exhibit

4.1                            Amended and Restated OAO Technology Solutions,
                               Inc. 1996 Equity Compensation Plan

5.1                            Opinion of A. Christopher Ducanes, Esquire

23.1                           Consent of Deloitte & Touche LLP

23.2                           Consent of Counsel (included in opinion filed as
                               Exhibit 5.1 hereto)

24.1                           Power of Attorney (included with signature page
                               of this Registration Statement)