<PAGE>

      As filed with the Securities and Exchange Commission on May 15, 2002
REGISTRATION NO.
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   GTSI CORP.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           DELAWARE                                                54-1248422
(STATE OR OTHER JURISDICTION OF                               (I.R.S. EMPLOYER
  INCORPORATION OR ORGANIZATION)                             IDENTIFICATION NO.)

                            3901 STONECROFT BOULEVARD
                         CHANTILLY, VIRGINIA 20151-1010
                                 (703) 502-2000
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

             NONQUALIFIED STOCK OPTION AGREEMENT - JOHNNY WILKINSON
                NONQUALIFIED STOCK OPTION AGREEMENT - TERRI ALLEN
             NONQUALIFIED STOCK OPTION AGREEMENT - SCOTT FRIEDLANDER
             NONQUALIFIED STOCK OPTION AGREEMENT - CHRISTOPHER PATE
               NONQUALIFIED STOCK OPTION AGREEMENT - JAMES WALDRON
               NONQUALIFIED STOCK OPTION AGREEMENT - LORI STALLARD

                            (FULL TITLE OF THE PLAN)

                              JOHN T. SPOTILA, ESQ.
        PRESIDENT, CHIEF OPERATING OFFICER, GENERAL COUNSEL AND SECRETARY
                                   GTSI CORP.
                            3901 STONECROFT BOULEVARD
                         CHANTILLY, VIRGINIA 20151-1010
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (703) 502-2447
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                    COPY TO:
                               CARTER STRONG, ESQ.
                     ARENT FOX KINTNER PLOTKIN & KAHN, PLLC
                          1050 CONNECTICUT AVENUE, N.W.
                            WASHINGTON, DC 20036-5339
                                 ---------------


                                       1

<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

================================= ====================== ======================== ======================= =======================
                                                            PROPOSED MAXIMUM        ESTIMATED MAXIMUM
                                      AMOUNT TO BE         OFFERING PRICE PER       AGGREGATE OFFERING          AMOUNT OF
TITLE OF SECURITIES                    REGISTERED               SHARE (1)               PRICE (1)            REGISTRATION FEE
TO BE REGISTERED
--------------------------------- ---------------------- ------------------------ ----------------------- -----------------------

<S>                                   <C>                         <C>                    <C>                      <C>
COMMON STOCK, PAR VALUE $.005         30,000 SHARES               $6.20                  $186,000                 $17.11
PER SHARE
                                      30,000 SHARES               $6.40                  $192,000                 $17.66

                                      60,000 SHARES               $6.76                  $405,600                 $37.32

                                      23,000 SHARES               $7.81                  $179,630                 $16.53

                                                                                                               TOTAL $88.62
================================= ====================== ======================== ======================= =======================
</TABLE>

(1)   PURSUANT TO RULE 457(H)(1), BASED ON THE PRICES AT WHICH THE OPTIONS MAY
      BE EXERCISED.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION*

         *Information required by Part I to be contained in a Section 10(a)
         prospectus is omitted from the Registration Statement in accordance
         with Rule 428 under the Securities Act of 1933 (the "Securities Act")
         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 previously filed by the Registrant with the
Securities and Exchange Commission are incorporated by reference in this
Registration Statement:

         (1)   The Registrant's annual report on Form 10-K for the fiscal
year ended December 31, 2001.

         (2)   All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the
end of the fiscal year ended December 31, 2001.

         (3)   The Registrant's Form 8-A Registration Statement filed
pursuant to Section 12 of the Exchange Act, containing a description of the
Registrant's common stock ("Shares"), including any amendment or report filed
for the purpose of updating such description.


                                       2

<PAGE>

         In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
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

         Sections 145(a) and 145(b) of the Delaware General Corporation Law
permit a corporation to indemnify any person against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement or actually
and reasonably incurred by such person in connection with any threatened,
pending or completed non-derivative action and against expenses (including
attorneys' fees) actually and reasonably incurred in connection with any
threatened, pending or completed derivative action if such person was or is a
party or was threatened to be made a party to such action by reason of the fact
that such person is or was a director, officer, employee or agent of the
corporation. Any indemnification shall be made if a determination in each
instance is made either by a majority vote of the Board of Directors (other than
directors who are parties to such action), by the stockholders, or by
independent legal counsel, that such indemnification is proper because the
director, officer, employee or agent acted in good faith and in a manner that
such person reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, that
such person had no reasonable cause to believe that his or her conduct was
unlawful. However, no indemnification may be made with respect to a derivative
action if such person is adjudged to be liable to the corporation, unless and
only to the extent that the Delaware Court of Chancery or the court in which the
action was brought determines upon application that, despite the adjudication of
liability but in view of all the circumstances, such person is fairly and
reasonably entitled to indemnity for such expenses as the court deems proper. To
the extent that a person has been successful in defense of any action, suit or
proceeding, Section 145(c) provides that such person shall be indemnified
against expenses actually and reasonably incurred by him or her in connection
therewith. A corporation may also advance expenses incurred in defending
proceedings against an officer or a director upon receipt of an undertaking by
or on behalf of such officer or director to repay such expenses to the
corporation if it is ultimately determined that such officer or director is not
entitled to be indemnified for such expenses. The indemnification and
advancement of expenses provided under the Delaware General Corporation Law are
not exclusive of any other rights to indemnification or advancement of expenses


                                       3

<PAGE>

a person may be entitled to under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.

         Under the terms of Article Eleven of the Registrant's Certificate of
Incorporation, as amended, and Article XII of the Registrant's Bylaws, as
amended, the Registrant shall indemnify any person who is or was a director,
officer, employee or agent of the Registrant (or is or was serving at the
request of the Registrant as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise) in the
manner and to the fullest extent permitted under Section 145 of the Delaware
General Corporation Law against expenses, liabilities, and other matters covered
by or referred to in such Section 145.

         As permitted by paragraph (7) of subsection (b) of Section 102 of the
Delaware General Corporation Law, Article XII of the Registrant's Certificate of
Incorporation, as amended, provides that no director of the Registrant shall be
liable to the Registrant or its stockholders for monetary damages for breach of
his or her fiduciary duty as a director except for liability (a) for breach of
the director's duty of loyalty to the corporation or its stockholders; (b) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (c) under Section 174 of the Delaware General
Corporation Law (relating to unlawful declarations or payments of dividends or
unlawful stock purchases or redemptions); or (d) for any transaction from which
the director derived an improper personal benefit.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         See Exhibit Index.

ITEM 9.  UNDERTAKINGS

     (1) The Registrant hereby undertakes:

            (a) That, for purposes of determining any liability under the
Securities Act of 1933 (the "Securities Act") , each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit's annual report
pursuant to Section 15(d) of the Exchange Act) 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 in the initial bona fide offering thereof.

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


                                       4

<PAGE>

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

                  (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 (i) and (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 Exchange Act that are incorporated by
reference in the registration statement.

         (c)   That, for the purpose of determining any liability under the
Securities Act, each 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.

         (d)   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.

     (2) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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, unless in the opinion of its counsel the matter has
been settled by controlling precedent, will submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                       5

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 the City of Chantilly, Commonwealth of Virginia.

                                   GTSI CORP.


Dated:  May 15, 2002            By: /s/ Dendy Young
                                   ---------------------------------------------
                                        Dendy Young
                                        Chairman and Chief Executive Officer



                                        6

<PAGE>

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Dendy Young his or her
attorney-in-fact and agent, with full power of substitution for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or
all amendments to this Registration Statement, and to file the same with all
exhibits thereto and other documents in connection therewith, with the
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection with this Registration Statement, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

         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>

SIGNATURES                                  TITLE                               DATE
----------                                  -----                               ----

<S>                                <C>                                      <C>
/s/ Dendy Young                    Chairman and Chief                       May 15, 2002
-----------------------------      Executive Officer (Principal
Dendy Young                        Executive Officer) and a
                                   Director


/s/ Robert D. Russell              Senior Vice President and                May 15, 2002
-----------------------------      Chief Financial Officer
Robert D. Russell                  (Principal Financial and
                                   Accounting Officer)


/s/ Lee Johnson                    Director                                 May 15, 2002
-----------------------------
Lee Johnson


/s/ Steven Kelman                  Director                                 May 15, 2002
-----------------------------
Steven Kelman


/s/ James J. Leto                  Director                                 May 15, 2002
-----------------------------
James J. Leto
</TABLE>


                                       7

<PAGE>

/s/ Lawrence J. Schoenberg               Director                  May 15, 2002
------------------------------
Lawrence J. Schoenberg


/s/ John M. Toups                        Director                  May 15, 2002
------------------------------
John M. Toups


/s/ Daniel Young                         Director                  May 15, 2002
------------------------------
Daniel Young


                                       8

<PAGE>

                                  EXHIBIT INDEX


Exhibit
-------

5         Opinion of Arent Fox Kintner Plotkin & Kahn, PLLC concerning
          validity of securities registered

23.       Consents of experts and counsel

          (a)    Consent of Arthur Andersen LLP, Certified
                 Public Accountants

          (b)    Consent of Arent Fox Kintner Plotkin & Kahn,
                 PLLC (counsel): included in Exhibit 5

24        Power of Attorney: included on signature page
[{"type": "S-8", "sequence": "1", "filename": "gs8-28565.txt", "description": "S-8", "secsgml_size_bytes": 18326}]
{"company-data": {"conformed-name": "GTSI CORP", "cik": "0000850483", "assigned-sic": "5045", "irs-number": "541248422", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-88360", "film-number": "02653623"}, "business-address": {"street1": "3901 STONECROFT BLVD", "city": "CHANTILLY", "state": "VA", "zip": "20151-0808", "phone": "703-502-2000"}, "mail-address": {"street1": "3901 STONECROFT BLVD", "city": "CHANTILLY", "state": "VA", "zip": "20151-1010"}}
As filed with the Securities and Exchange Commission on May 15, 2002
REGISTRATION NO.
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   GTSI CORP.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           DELAWARE                                                54-1248422
(STATE OR OTHER JURISDICTION OF                               (I.R.S. EMPLOYER
  INCORPORATION OR ORGANIZATION)                             IDENTIFICATION NO.)

                            3901 STONECROFT BOULEVARD
                         CHANTILLY, VIRGINIA 20151-1010
                                 (703) 502-2000
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

             NONQUALIFIED STOCK OPTION AGREEMENT - JOHNNY WILKINSON
                NONQUALIFIED STOCK OPTION AGREEMENT - TERRI ALLEN
             NONQUALIFIED STOCK OPTION AGREEMENT - SCOTT FRIEDLANDER
             NONQUALIFIED STOCK OPTION AGREEMENT - CHRISTOPHER PATE
               NONQUALIFIED STOCK OPTION AGREEMENT - JAMES WALDRON
               NONQUALIFIED STOCK OPTION AGREEMENT - LORI STALLARD

                            (FULL TITLE OF THE PLAN)

                              JOHN T. SPOTILA, ESQ.
        PRESIDENT, CHIEF OPERATING OFFICER, GENERAL COUNSEL AND SECRETARY
                                   GTSI CORP.
                            3901 STONECROFT BOULEVARD
                         CHANTILLY, VIRGINIA 20151-1010
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (703) 502-2447
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                    COPY TO:
                               CARTER STRONG, ESQ.
                     ARENT FOX KINTNER PLOTKIN & KAHN, PLLC
                          1050 CONNECTICUT AVENUE, N.W.
                            WASHINGTON, DC 20036-5339
                                 ---------------

                                       1
CALCULATION OF REGISTRATION FEE
================================= ====================== ======================== ======================= =======================
                                                            PROPOSED MAXIMUM        ESTIMATED MAXIMUM
                                      AMOUNT TO BE         OFFERING PRICE PER       AGGREGATE OFFERING          AMOUNT OF
TITLE OF SECURITIES                    REGISTERED               SHARE (1)               PRICE (1)            REGISTRATION FEE
TO BE REGISTERED
--------------------------------- ---------------------- ------------------------ ----------------------- -----------------------
COMMON STOCK, PAR VALUE $.005         30,000 SHARES               $6.20                  $186,000                 $17.11
PER SHARE
                                      30,000 SHARES               $6.40                  $192,000                 $17.66

                                      60,000 SHARES               $6.76                  $405,600                 $37.32

                                      23,000 SHARES               $7.81                  $179,630                 $16.53

                                                                                                               TOTAL $88.62
================================= ====================== ======================== ======================= =======================
(1)   PURSUANT TO RULE 457(H)(1), BASED ON THE PRICES AT WHICH THE OPTIONS MAY
      BE EXERCISED.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION*

         *Information required by Part I to be contained in a Section 10(a)
         prospectus is omitted from the Registration Statement in accordance
         with Rule 428 under the Securities Act of 1933 (the "Securities Act")
         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 previously filed by the Registrant with the
Securities and Exchange Commission are incorporated by reference in this
Registration Statement:

         (1)   The Registrant's annual report on Form 10-K for the fiscal
year ended December 31, 2001.

         (2)   All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the
end of the fiscal year ended December 31, 2001.

         (3)   The Registrant's Form 8-A Registration Statement filed
pursuant to Section 12 of the Exchange Act, containing a description of the
Registrant's common stock ("Shares"), including any amendment or report filed
for the purpose of updating such description.

                                       2
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
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

         Sections 145(a) and 145(b) of the Delaware General Corporation Law
permit a corporation to indemnify any person against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement or actually
and reasonably incurred by such person in connection with any threatened,
pending or completed non-derivative action and against expenses (including
attorneys' fees) actually and reasonably incurred in connection with any
threatened, pending or completed derivative action if such person was or is a
party or was threatened to be made a party to such action by reason of the fact
that such person is or was a director, officer, employee or agent of the
corporation. Any indemnification shall be made if a determination in each
instance is made either by a majority vote of the Board of Directors (other than
directors who are parties to such action), by the stockholders, or by
independent legal counsel, that such indemnification is proper because the
director, officer, employee or agent acted in good faith and in a manner that
such person reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, that
such person had no reasonable cause to believe that his or her conduct was
unlawful. However, no indemnification may be made with respect to a derivative
action if such person is adjudged to be liable to the corporation, unless and
only to the extent that the Delaware Court of Chancery or the court in which the
action was brought determines upon application that, despite the adjudication of
liability but in view of all the circumstances, such person is fairly and
reasonably entitled to indemnity for such expenses as the court deems proper. To
the extent that a person has been successful in defense of any action, suit or
proceeding, Section 145(c) provides that such person shall be indemnified
against expenses actually and reasonably incurred by him or her in connection
therewith. A corporation may also advance expenses incurred in defending
proceedings against an officer or a director upon receipt of an undertaking by
or on behalf of such officer or director to repay such expenses to the
corporation if it is ultimately determined that such officer or director is not
entitled to be indemnified for such expenses. The indemnification and
advancement of expenses provided under the Delaware General Corporation Law are
not exclusive of any other rights to indemnification or advancement of expenses

                                       3
a person may be entitled to under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.

         Under the terms of Article Eleven of the Registrant's Certificate of
Incorporation, as amended, and Article XII of the Registrant's Bylaws, as
amended, the Registrant shall indemnify any person who is or was a director,
officer, employee or agent of the Registrant (or is or was serving at the
request of the Registrant as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise) in the
manner and to the fullest extent permitted under Section 145 of the Delaware
General Corporation Law against expenses, liabilities, and other matters covered
by or referred to in such Section 145.

         As permitted by paragraph (7) of subsection (b) of Section 102 of the
Delaware General Corporation Law, Article XII of the Registrant's Certificate of
Incorporation, as amended, provides that no director of the Registrant shall be
liable to the Registrant or its stockholders for monetary damages for breach of
his or her fiduciary duty as a director except for liability (a) for breach of
the director's duty of loyalty to the corporation or its stockholders; (b) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (c) under Section 174 of the Delaware General
Corporation Law (relating to unlawful declarations or payments of dividends or
unlawful stock purchases or redemptions); or (d) for any transaction from which
the director derived an improper personal benefit.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         See Exhibit Index.

ITEM 9.  UNDERTAKINGS

     (1) The Registrant hereby undertakes:

            (a) That, for purposes of determining any liability under the
Securities Act of 1933 (the "Securities Act") , each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit's annual report
pursuant to Section 15(d) of the Exchange Act) 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 in the initial bona fide offering thereof.

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

                                       4
(i)   To include any prospectus required by Section 10(a)(3)
                        of the Securities Act;

                  (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 (i) and (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 Exchange Act that are incorporated by
reference in the registration statement.

         (c)   That, for the purpose of determining any liability under the
Securities Act, each 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.

         (d)   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.

     (2) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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, unless in the opinion of its counsel the matter has
been settled by controlling precedent, will submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       5
SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 the City of Chantilly, Commonwealth of Virginia.

                                   GTSI CORP.

Dated:  May 15, 2002            By: /s/ Dendy Young
                                   ---------------------------------------------
                                        Dendy Young
                                        Chairman and Chief Executive Officer

                                        6
POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Dendy Young his or her
attorney-in-fact and agent, with full power of substitution for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or
all amendments to this Registration Statement, and to file the same with all
exhibits thereto and other documents in connection therewith, with the
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection with this Registration Statement, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

         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.
SIGNATURES                                  TITLE                               DATE
----------                                  -----                               ----
/s/ Dendy Young                    Chairman and Chief                       May 15, 2002
-----------------------------      Executive Officer (Principal
Dendy Young                        Executive Officer) and a
                                   Director

/s/ Robert D. Russell              Senior Vice President and                May 15, 2002
-----------------------------      Chief Financial Officer
Robert D. Russell                  (Principal Financial and
                                   Accounting Officer)

/s/ Lee Johnson                    Director                                 May 15, 2002
-----------------------------
Lee Johnson

/s/ Steven Kelman                  Director                                 May 15, 2002
-----------------------------
Steven Kelman

/s/ James J. Leto                  Director                                 May 15, 2002
-----------------------------
James J. Leto
7
/s/ Lawrence J. Schoenberg               Director                  May 15, 2002
------------------------------
Lawrence J. Schoenberg

/s/ John M. Toups                        Director                  May 15, 2002
------------------------------
John M. Toups

/s/ Daniel Young                         Director                  May 15, 2002
------------------------------
Daniel Young

                                       8
EXHIBIT INDEX

Exhibit
-------

5         Opinion of Arent Fox Kintner Plotkin & Kahn, PLLC concerning
          validity of securities registered

23.       Consents of experts and counsel

          (a)    Consent of Arthur Andersen LLP, Certified
                 Public Accountants

          (b)    Consent of Arent Fox Kintner Plotkin & Kahn,
                 PLLC (counsel): included in Exhibit 5

24        Power of Attorney: included on signature page