As filed with the Securities and Exchange Commission on March 31, 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,      2,963,732         (2)            $11,955,907     $3,323.74
$.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  2,889,933  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:
     627,318 shares at $2.00, 41,250 shares at $2.40,  500,000 at $3.38, 746,169
     shares at $3.50,  4,000 shares at $4.38,  12,917  shares at $4.63,  165,946
     shares at $4.75,  100,000 shares at $5.00,  225,833 shares at $5.10, 55,750
     shares at $5.13, 25,750 shares at $5.19, 55,000 shares at $5.63 and 330,000
     shares at $8.50.  As to the  remaining  73,799 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 March 26, 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 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 documents filed by the Registrant pursuant to Sections 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  that  indicates  that all
securities offered hereby have been sold or that 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 each
such document.

     Any  statement  contained in a document  incorporated  by reference  herein
shall be deemed to be modified or superseded  for purposes  hereof to the extent
that a statement  contained herein (or in any other  subsequently filed document
that is also  incorporated  by reference  herein)  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded, to constitute a part hereof.

Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and 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 holds 7,000 shares of the  Registrant's
common stock and an option to purchase 25,000 shares of the Registrant's  common
stock.

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the  Delaware  General  Corporation  Law  contains  detailed
provisions  on  indemnification  of  directors  and officers  against  expenses,
judgments,  fines  and  amounts  paid in  settlement,  actually  and  reasonably
incurred in connection with legal proceedings. Section 102(a)(7) of the Delaware
General  Corporation Law permits a provision in the certificate of a corporation
organized  thereunder  eliminating  or limiting,  with certain  exceptions,  the
personal liability of a director to



                                       2
<PAGE>


the corporation or its stockholders for monetary damages for breach of fiduciary
duty.  The  Registrant's   Restated   Certificate  of   Incorporation   requires
indemnification of directors and officers and provides for the limitation of the
liability  of  directors to the fullest  extent  permitted by Delaware  law. The
Registrant's Amended and Restated Bylaws require the Registrant to indemnify any
person who was or is an authorized representative of the Registrant, and who was
or is a party or is threatened  to be made a party to any corporate  proceeding,
by reason of the fact that such person was or is an authorized representative of
the Registrant,  against expenses, judgments,  penalties, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such third party  proceeding  if such person acted in good faith and in a manner
such person reasonably  believed to be in, or not opposed to, the best interests
of the  Registrant  and,  with  respect to any criminal  third party  proceeding
(including  any action or  investigation  which could or does lead to a criminal
third party  proceeding)  had no  reasonable  cause to believe  such conduct was
unlawful.  The  Registrant  also  shall  indemnify  any  person who was or is an
authorized  representative  of the  Registrant  and who was or is a party  or is
threatened to be made a party to any corporate  proceeding by reason of the fact
that such  person  was or is an  authorized  representative  of the  Registrant,
against expenses  actually and reasonably  incurred by such person in connection
with the defense or settlement of such corporate  action if such person acted in
good faith and in a manner reasonably  believed to be in, or not opposed to, the
best interests of the corporation,  except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the  Registrant  unless and only to the extent that the
Delaware Court of Chancery or the court in which such  corporate  proceeding was
pending shall  determine upon  application  that,  despite the  adjudication  of
liability  but in view of all the  circumstances  of the case,  such  authorized
representative is fairly and reasonably  entitled to indemnity for such expenses
which  the Court of  Chancery  or such  other  court  shall  deem  proper.  Such
indemnification  is  mandatory  under the  Registrant's  bylaws  as to  expenses
actually and reasonably incurred to the extent that an authorized representative
of the Registrant  has been  successful on the merits or otherwise in defense of
any third party or  corporate  proceeding  or in defense of any claim,  issue or
matter  therein.  The  determination  of whether an  individual  is  entitled to
indemnification  under the Bylaws  shall be made by a majority of  disinterested
directors,  independent  legal  counsel  in a  written  legal  opinion,  or  the
stockholders.  Insofar as indemnification  for liabilities arising under the Act
may be permitted to directors,  officers or persons  controlling  the Registrant
pursuant to the foregoing  provisions,  the Registrant has been informed that in
the opinion of the Commission,  such indemnification is against public policy as
expressed in that Act and is therefore unenforceable.

     The Registrant 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,  error and other  wrongful
acts.

     The Standby  Underwriting  Agreement  provides  that the  Underwriters  are
obligated,  under certain  circumstances,  to indemnify directors,  officers and
controlling  persons of the Registrant  against certain  liabilities,  including
liabilities  under the Act.  Reference  is made to Section  9(b) of the  Standby
Underwriting Agreement (Exhibit 1.1 to the S-1 Registration Statement).



                                       3
<PAGE>


Item 7.  Exemption from Registration Claimed.

     None.

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

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)

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;

               (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) do not apply if
     the information  required to be included in a  post-effective  amendment by
     those  paragraphs is contained in periodic  reports filed 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) 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.



                                       4
<PAGE>


          (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.


                                       5
<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 March 29, 1999.

                                  OAO TECHNOLOGY SOLUTIONS, INC.

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


                                       6
<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       March 29,1999
---------------------------         (Principal Executive Officer and
Gregory A. Pratt                    Director)                       
                                    

/s/ J. Jeffrey Fox                  V.P. of Finance and Chief Financial         March 29,1999
---------------------------         Officer (Principal Financial and
J. Jeffrey Fox                      Accounting Officer)             
                                    

/s/ Jerry L. Johnson                Chairman of the Board and Director          March 29, 1999
---------------------------
Jerry L. Johnson


/s/ Cecile D. Barker                Vice Chairman of the Board and              March 29, 1999
---------------------------
Cecile D. Barker                    Director


/s/ Yvonne Brathwaite Burke         Director                                    March 29, 1999
---------------------------
Yvonne Brathwaite Burke


/s/ Frank B. Foster, III            Director                                    March 29, 1999
---------------------------
Frank B. Foster, III


/s/ William R. Hill                 Director                                    March 29, 1999
---------------------------
William R. Hill


/s/ John F. Lehman                  Director                                    March 29, 1999
---------------------------
John F. Lehman


/s/ Thomas C. Lynch                 Director                                    March 29, 1999
---------------------------
Thomas C. Lynch
</TABLE>



                                       7
<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)



                                       8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18366}]
{"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": "333-75407", "film-number": "99584284"}, "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 31, 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,      2,963,732         (2)            $11,955,907     $3,323.74
$.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  2,889,933  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:
     627,318 shares at $2.00, 41,250 shares at $2.40,  500,000 at $3.38, 746,169
     shares at $3.50,  4,000 shares at $4.38,  12,917  shares at $4.63,  165,946
     shares at $4.75,  100,000 shares at $5.00,  225,833 shares at $5.10, 55,750
     shares at $5.13, 25,750 shares at $5.19, 55,000 shares at $5.63 and 330,000
     shares at $8.50.  As to the  remaining  73,799 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 March 26, 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 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 documents filed by the Registrant pursuant to Sections 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  that  indicates  that all
securities offered hereby have been sold or that 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 each
such document.

     Any  statement  contained in a document  incorporated  by reference  herein
shall be deemed to be modified or superseded  for purposes  hereof to the extent
that a statement  contained herein (or in any other  subsequently filed document
that is also  incorporated  by reference  herein)  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded, to constitute a part hereof.

Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and 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 holds 7,000 shares of the  Registrant's
common stock and an option to purchase 25,000 shares of the Registrant's  common
stock.

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the  Delaware  General  Corporation  Law  contains  detailed
provisions  on  indemnification  of  directors  and officers  against  expenses,
judgments,  fines  and  amounts  paid in  settlement,  actually  and  reasonably
incurred in connection with legal proceedings. Section 102(a)(7) of the Delaware
General  Corporation Law permits a provision in the certificate of a corporation
organized  thereunder  eliminating  or limiting,  with certain  exceptions,  the
personal liability of a director to

                                       2
the corporation or its stockholders for monetary damages for breach of fiduciary
duty.  The  Registrant's   Restated   Certificate  of   Incorporation   requires
indemnification of directors and officers and provides for the limitation of the
liability  of  directors to the fullest  extent  permitted by Delaware  law. The
Registrant's Amended and Restated Bylaws require the Registrant to indemnify any
person who was or is an authorized representative of the Registrant, and who was
or is a party or is threatened  to be made a party to any corporate  proceeding,
by reason of the fact that such person was or is an authorized representative of
the Registrant,  against expenses, judgments,  penalties, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such third party  proceeding  if such person acted in good faith and in a manner
such person reasonably  believed to be in, or not opposed to, the best interests
of the  Registrant  and,  with  respect to any criminal  third party  proceeding
(including  any action or  investigation  which could or does lead to a criminal
third party  proceeding)  had no  reasonable  cause to believe  such conduct was
unlawful.  The  Registrant  also  shall  indemnify  any  person who was or is an
authorized  representative  of the  Registrant  and who was or is a party  or is
threatened to be made a party to any corporate  proceeding by reason of the fact
that such  person  was or is an  authorized  representative  of the  Registrant,
against expenses  actually and reasonably  incurred by such person in connection
with the defense or settlement of such corporate  action if such person acted in
good faith and in a manner reasonably  believed to be in, or not opposed to, the
best interests of the corporation,  except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the  Registrant  unless and only to the extent that the
Delaware Court of Chancery or the court in which such  corporate  proceeding was
pending shall  determine upon  application  that,  despite the  adjudication  of
liability  but in view of all the  circumstances  of the case,  such  authorized
representative is fairly and reasonably  entitled to indemnity for such expenses
which  the Court of  Chancery  or such  other  court  shall  deem  proper.  Such
indemnification  is  mandatory  under the  Registrant's  bylaws  as to  expenses
actually and reasonably incurred to the extent that an authorized representative
of the Registrant  has been  successful on the merits or otherwise in defense of
any third party or  corporate  proceeding  or in defense of any claim,  issue or
matter  therein.  The  determination  of whether an  individual  is  entitled to
indemnification  under the Bylaws  shall be made by a majority of  disinterested
directors,  independent  legal  counsel  in a  written  legal  opinion,  or  the
stockholders.  Insofar as indemnification  for liabilities arising under the Act
may be permitted to directors,  officers or persons  controlling  the Registrant
pursuant to the foregoing  provisions,  the Registrant has been informed that in
the opinion of the Commission,  such indemnification is against public policy as
expressed in that Act and is therefore unenforceable.

     The Registrant 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,  error and other  wrongful
acts.

     The Standby  Underwriting  Agreement  provides  that the  Underwriters  are
obligated,  under certain  circumstances,  to indemnify directors,  officers and
controlling  persons of the Registrant  against certain  liabilities,  including
liabilities  under the Act.  Reference  is made to Section  9(b) of the  Standby
Underwriting Agreement (Exhibit 1.1 to the S-1 Registration Statement).

                                       3
Item 7.  Exemption from Registration Claimed.

     None.

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

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)

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;

               (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) do not apply if
     the information  required to be included in a  post-effective  amendment by
     those  paragraphs is contained in periodic  reports filed 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) 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.

                                       4
(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.

                                       5
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 March 29, 1999.

                                  OAO TECHNOLOGY SOLUTIONS, INC.

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

                                       6
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       March 29,1999
---------------------------         (Principal Executive Officer and
Gregory A. Pratt                    Director)                       
                                    

/s/ J. Jeffrey Fox                  V.P. of Finance and Chief Financial         March 29,1999
---------------------------         Officer (Principal Financial and
J. Jeffrey Fox                      Accounting Officer)             
                                    

/s/ Jerry L. Johnson                Chairman of the Board and Director          March 29, 1999
---------------------------
Jerry L. Johnson

/s/ Cecile D. Barker                Vice Chairman of the Board and              March 29, 1999
---------------------------
Cecile D. Barker                    Director

/s/ Yvonne Brathwaite Burke         Director                                    March 29, 1999
---------------------------
Yvonne Brathwaite Burke

/s/ Frank B. Foster, III            Director                                    March 29, 1999
---------------------------
Frank B. Foster, III

/s/ William R. Hill                 Director                                    March 29, 1999
---------------------------
William R. Hill

/s/ John F. Lehman                  Director                                    March 29, 1999
---------------------------
John F. Lehman

/s/ Thomas C. Lynch                 Director                                    March 29, 1999
---------------------------
Thomas C. Lynch
7
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)

                                       8