As filed with the Securities and Exchange Commission on July 18, 2001

                                   Registration Statement No. 333-
                                                              -----------------

                                  UNITED STATES
                       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. EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                             Dianne R. Sagner, 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,       1,000,000         $1.65          $1,650,000     $412.50
$.01 par value

(1)  Pursuant  to Rule 416 under the  Securities  Act of 1933,  as amended  (the
     "Securities   Act")  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)  Estimated in accordance with 457(h) under the Securities Act solely for the
     purpose of calculating the registration  fee. The computation is based upon
     the  average of the high and low prices for a share of Common  Stock of the
     Registrant on July 12, 2001 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, 2000.

     2. The  Registrant's  Quarterly  Report on Form 10-Q for the quarter  ended
March 31, 2001.

     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").

     All reports and other documents  subsequently  filed by the Registrant with
the Commission  pursuant to Section 13(a),  13(c),  14 and 15(d) of the Exchange
Act after the date of this Registration Statement,  but prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference  into this  Registration  Statement.  Each  document  incorporated  by
reference into this Registration  Statement shall be deemed to be a part of this
Registration  Statement,  from the date of the filing of such  document with the
Commission until the information  contained  therein is superseded or updated by
any  subsequently  filed  document which is  incorporated  by reference into the
Registration Statement.

     The Registrant has  previously  filed a Registration  Statement on Form S-8
(No.  333-75273 ) (the  "Previous  Registration  Statement")  with respect to an
aggregate of 1,000,000  shares of Common Stock issuable  under the  Registrant's
Employee Stock  Purchase  Plan, as amended (the "ESPP Plan").  The Registrant is
filing this Registration Statement to register an additional 1,000,000 shares of
Common Stock for issuance under the ESPP Plan, so that an aggregate of 2,000,000
shares  of  Common  Stock  under the ESPP  Plan  shall be  registered  under the
Securities  Act of 1933, as amended.  The contents of the Previous  Registration
Statement 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 Dianne R. Sagner, General Counsel for
the Registrant.  Ms. Sagner  beneficially  owns 2,231 shares of the Registrant's
common stock and options to purchase  20,000 shares of the  Registrant's  common
stock.


                                       2
<PAGE>

Item 8. Exhibits.

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

4.1  Amended and Restated OAO Technology Solutions, Inc. Employee Stock Purchase
     Plan

5.1  Opinion of Dianne R. Sagner

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)



                                       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 17, 2001.

                                       OAO TECHNOLOGY SOLUTIONS, INC.

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



                                       4
<PAGE>

                                Power of Attorney

     Each person whose signature  appears below 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.

     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                                   Capacity                            Date
---------                                   --------                            ----
<S>                                 <C>                                         <C>
/s/ Gregory A. Pratt                Chief Executive Officer and President       July 17, 2001
---------------------------         (Principal Executive Officer and
Gregory A. Pratt                    Director)


/s/ J. Jeffrey Fox                  Senior V.P. of Finance and
---------------------------         Chief Financial Officer                     July 17, 2001
J. Jeffrey Fox                      (Principal Financial and
                                    Accounting Officer)


/s/ Jerry L. Johnson                Chairman of the Board and Director          July 17, 2001
---------------------------
Jerry L. Johnson


/s/ Cecile D. Barker                Vice Chairman of the Board and Director     July 17, 2001
---------------------------
Cecile D. Barker


/s/ Yvonne Brathwaite Burke         Director                                    July 17, 2001
----------------------------
Yvonne Brathwaite Burke


                                    Director                                    July 17, 2001
---------------------------
Frank B. Foster, III


/s/ John F. Lehman                  Director                                    July 17, 2001
---------------------------
John F. Lehman


/s/ Richard B. Lieb                 Director                                    July 17, 2001
---------------------------
Richard B. Lieb
</TABLE>



                                       5
<PAGE>


                                  EXHIBIT INDEX


Exhibit
Number    Description of Exhibit

4.1       Amended and Restated OAO  Technology  Solutions,  Inc.  Employee Stock
          Purchase Plan

5.1       Opinion of Dianne R. Sagner, 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)


                                       6
[{"type": "S-8", "sequence": "1", "filename": "d26271_s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 9900}]
{"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": "333-65354", "film-number": "1683901"}, "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 18, 2001

                                   Registration Statement No. 333-
                                                              -----------------

                                  UNITED STATES
                       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. EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                             Dianne R. Sagner, 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,       1,000,000         $1.65          $1,650,000     $412.50
$.01 par value

(1)  Pursuant  to Rule 416 under the  Securities  Act of 1933,  as amended  (the
     "Securities   Act")  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)  Estimated in accordance with 457(h) under the Securities Act solely for the
     purpose of calculating the registration  fee. The computation is based upon
     the  average of the high and low prices for a share of Common  Stock of the
     Registrant on July 12, 2001 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, 2000.

     2. The  Registrant's  Quarterly  Report on Form 10-Q for the quarter  ended
March 31, 2001.

     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").

     All reports and other documents  subsequently  filed by the Registrant with
the Commission  pursuant to Section 13(a),  13(c),  14 and 15(d) of the Exchange
Act after the date of this Registration Statement,  but prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference  into this  Registration  Statement.  Each  document  incorporated  by
reference into this Registration  Statement shall be deemed to be a part of this
Registration  Statement,  from the date of the filing of such  document with the
Commission until the information  contained  therein is superseded or updated by
any  subsequently  filed  document which is  incorporated  by reference into the
Registration Statement.

     The Registrant has  previously  filed a Registration  Statement on Form S-8
(No.  333-75273 ) (the  "Previous  Registration  Statement")  with respect to an
aggregate of 1,000,000  shares of Common Stock issuable  under the  Registrant's
Employee Stock  Purchase  Plan, as amended (the "ESPP Plan").  The Registrant is
filing this Registration Statement to register an additional 1,000,000 shares of
Common Stock for issuance under the ESPP Plan, so that an aggregate of 2,000,000
shares  of  Common  Stock  under the ESPP  Plan  shall be  registered  under the
Securities  Act of 1933, as amended.  The contents of the Previous  Registration
Statement 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 Dianne R. Sagner, General Counsel for
the Registrant.  Ms. Sagner  beneficially  owns 2,231 shares of the Registrant's
common stock and options to purchase  20,000 shares of the  Registrant's  common
stock.

                                       2
Item 8. Exhibits.

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

4.1  Amended and Restated OAO Technology Solutions, Inc. Employee Stock Purchase
     Plan

5.1  Opinion of Dianne R. Sagner

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)

                                       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 17, 2001.

                                       OAO TECHNOLOGY SOLUTIONS, INC.

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

                                       4
Power of Attorney

     Each person whose signature  appears below 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.

     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                                   Capacity                            Date
---------                                   --------                            ----
/s/ Gregory A. Pratt                Chief Executive Officer and President       July 17, 2001
---------------------------         (Principal Executive Officer and
Gregory A. Pratt                    Director)

/s/ J. Jeffrey Fox                  Senior V.P. of Finance and
---------------------------         Chief Financial Officer                     July 17, 2001
J. Jeffrey Fox                      (Principal Financial and
                                    Accounting Officer)

/s/ Jerry L. Johnson                Chairman of the Board and Director          July 17, 2001
---------------------------
Jerry L. Johnson

/s/ Cecile D. Barker                Vice Chairman of the Board and Director     July 17, 2001
---------------------------
Cecile D. Barker

/s/ Yvonne Brathwaite Burke         Director                                    July 17, 2001
----------------------------
Yvonne Brathwaite Burke

                                    Director                                    July 17, 2001
---------------------------
Frank B. Foster, III

/s/ John F. Lehman                  Director                                    July 17, 2001
---------------------------
John F. Lehman

/s/ Richard B. Lieb                 Director                                    July 17, 2001
---------------------------
Richard B. Lieb
5
EXHIBIT INDEX

Exhibit
Number    Description of Exhibit

4.1       Amended and Restated OAO  Technology  Solutions,  Inc.  Employee Stock
          Purchase Plan

5.1       Opinion of Dianne R. Sagner, 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)

                                       6