SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                ------------

                                  FORM 8-K
           CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

                                ------------


                      April 12, 2001 (April 11, 2001)
  -----------------------------------------------------------------------
             Date of Report (Date of earliest event reported)


                            Opus360 Corporation
  -----------------------------------------------------------------------
           (Exact Name of Registrant as Specified in its Charter)


     Delaware                 000-29793               13-4023714
  --------------------  ----------------------   -------------------------
  (State or Other       (Commission File No.)      (I.R.S. Employer
  Jurisdiction of                                   Identification
  Incorporation)                                       No.)


       39 West 13th Street
       New York, NY                                       10011
   --------------------------------------------------------------------
      (Address of Principal                             (Zip Code)
       Executive Offices)


                               (212) 687-6787
  -----------------------------------------------------------------------
            (Registrant's telephone number, including area code)


                                    None
  -----------------------------------------------------------------------
       (Former Name or Former Address, if Changed Since Last Report)



Item 5.  Other Events

         Except as expressly indicated or unless the context otherwise
requires, "Opus360", "we", "our", or "us" means Opus360 Corporation, a
Delaware corporation, and its subsidiaries.

         On April 11, 2001, we issued a press release announcing the
execution of a share exchange agreement (the "Share Exchange Agreement"),
pursuant to which we agreed to combine with Artemis Management Systems
Inc., a wholly-owned subsidiary of Proha PLC and a leading provider of
world-class project and resource collaboration solutions.

         The proposed combination will result in the exchange of all of the
stock of the Artemis subsidiary of Proha and 19.9% of each of the
Intellisoft Oy and Accountor Oy subsidiaries of Proha for newly-issued
shares representing 80% of the post-transaction issued and outstanding
common stock of Opus360, and is subject to customary closing conditions,
including the approval of the shareholders of each of Proha and Opus360 and
the receipt by Opus360 of a fairness opinion. The transaction is expected
to close some time in the second half of 2001. A copy of the Share Exchange
Agreement is included herein as Exhibit 2.1 and a copy of the press release
with respect to the Share Exchange Agreement is included herein as Exhibit
99.1.

         On April 11, 2001, we issued a press release announcing that
Opus360 has concluded the divestiture of e.office, a billing and payroll
service for independent professionals, to Churchill Benefits, LLC, dba
Yurcor, a company formed by the former e.office management team. A copy of
the press release is included herein as Exhibit 99.2.

         On April 11, 2001 we issued a press release reporting that we
received notice of a Nasdaq Staff Determination on April 5, 2001,
indicating that Opus360 failed to comply with the minimum bid requirement
for continued listing, and is subject to delisting from the Nasdaq National
Market. As reported in the press release, on April 11, 2001 we filed a
request for a hearing before a Nasdaq Listing Qualifications Panel to
review the Staff Determination. A copy of the press release is included
herein as Exhibit 99.3.

         On April 11, 2001, we issued a press release announcing that
Opus360 has been named as a defendant in a class action complaint, filed
April 6, 2001, in United States District Court in the Southern District of
New York, alleging violation of federal securities laws. The complaint was
filed prior to the execution or announcement of the Share Exchange
Agreement and is unrelated to the transactions described therein. The
Company believes the claims described in the complaint are without merit
and will vigorously contest the complaint. A copy of the press release is
included herein as Exhibit 99.4.

         The Share Exchange Agreement and the press releases regarding the
items described above are incorporated herein by reference and the
foregoing descriptions of such documents and transactions contemplated
therein are qualified in their entirety by reference to such exhibits. The
press releases should be read in conjunction with the Note Regarding
Forward Looking Statements which is included in the text of each press
release.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

(c)      Exhibits

         Exhibit 2.1       Share Exchange Agreement, dated April 11, 2001,
                           by and among Opus360 Corporation and Proha PLC

         Exhibit 99.1      Press Release dated April 11, 2001: Opus360
                           Corporation to Combine With Artemis Management
                           Systems Inc.

         Exhibit 99.2      Press Release dated April 11, 2001: Opus360
                           Divests Billing and Payroll Service; Former
                           Management Team to Run e.office

         Exhibit 99.3      Press Release dated April 11, 2001: Opus360
                           Appeals Delisting Notice

         Exhibit 99.4      Press Release dated April 11, 2001: Opus360
                           Reports Shareholder Complaint


                                 SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.


                                             OPUS360 CORPORATION

                                             By: /s/ Jeanne M. Murphy
                                             Jeanne M. Murphy
                                             Executive Vice President
                                             and General Counsel

Date:  April 12, 2001



                               EXHIBIT INDEX


Exhibit No.            Description

         2.1           Share Exchange Agreement, dated April 11, 2001, by
                       and among Opus360 Corporation and Proha PLC

         99.1          Press Release dated April 11, 2001: Opus360
                       Corporation to Combine With Artemis Management
                       Systems Inc.

         99.2          Press Release dated April 11, 2001: Opus360 Divests
                       Billing and Payroll Service; Former Management Team
                       to Run e.office

         99.3          Press Release dated April 11, 2001: Opus360 Appeals
                       Delisting Notice

         99.4          Press Release dated April 11, 2001: Opus360 Reports
                       Shareholder Complaint
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SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                ------------

                                  FORM 8-K
           CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

                                ------------

                      April 12, 2001 (April 11, 2001)
  -----------------------------------------------------------------------
             Date of Report (Date of earliest event reported)

                            Opus360 Corporation
  -----------------------------------------------------------------------
           (Exact Name of Registrant as Specified in its Charter)

     Delaware                 000-29793               13-4023714
  --------------------  ----------------------   -------------------------
  (State or Other       (Commission File No.)      (I.R.S. Employer
  Jurisdiction of                                   Identification
  Incorporation)                                       No.)

       39 West 13th Street
       New York, NY                                       10011
   --------------------------------------------------------------------
      (Address of Principal                             (Zip Code)
       Executive Offices)

                               (212) 687-6787
  -----------------------------------------------------------------------
            (Registrant's telephone number, including area code)

                                    None
  -----------------------------------------------------------------------
       (Former Name or Former Address, if Changed Since Last Report)

Item 5.  Other Events

         Except as expressly indicated or unless the context otherwise
requires, "Opus360", "we", "our", or "us" means Opus360 Corporation, a
Delaware corporation, and its subsidiaries.

         On April 11, 2001, we issued a press release announcing the
execution of a share exchange agreement (the "Share Exchange Agreement"),
pursuant to which we agreed to combine with Artemis Management Systems
Inc., a wholly-owned subsidiary of Proha PLC and a leading provider of
world-class project and resource collaboration solutions.

         The proposed combination will result in the exchange of all of the
stock of the Artemis subsidiary of Proha and 19.9% of each of the
Intellisoft Oy and Accountor Oy subsidiaries of Proha for newly-issued
shares representing 80% of the post-transaction issued and outstanding
common stock of Opus360, and is subject to customary closing conditions,
including the approval of the shareholders of each of Proha and Opus360 and
the receipt by Opus360 of a fairness opinion. The transaction is expected
to close some time in the second half of 2001. A copy of the Share Exchange
Agreement is included herein as Exhibit 2.1 and a copy of the press release
with respect to the Share Exchange Agreement is included herein as Exhibit
99.1.

         On April 11, 2001, we issued a press release announcing that
Opus360 has concluded the divestiture of e.office, a billing and payroll
service for independent professionals, to Churchill Benefits, LLC, dba
Yurcor, a company formed by the former e.office management team. A copy of
the press release is included herein as Exhibit 99.2.

         On April 11, 2001 we issued a press release reporting that we
received notice of a Nasdaq Staff Determination on April 5, 2001,
indicating that Opus360 failed to comply with the minimum bid requirement
for continued listing, and is subject to delisting from the Nasdaq National
Market. As reported in the press release, on April 11, 2001 we filed a
request for a hearing before a Nasdaq Listing Qualifications Panel to
review the Staff Determination. A copy of the press release is included
herein as Exhibit 99.3.

         On April 11, 2001, we issued a press release announcing that
Opus360 has been named as a defendant in a class action complaint, filed
April 6, 2001, in United States District Court in the Southern District of
New York, alleging violation of federal securities laws. The complaint was
filed prior to the execution or announcement of the Share Exchange
Agreement and is unrelated to the transactions described therein. The
Company believes the claims described in the complaint are without merit
and will vigorously contest the complaint. A copy of the press release is
included herein as Exhibit 99.4.

         The Share Exchange Agreement and the press releases regarding the
items described above are incorporated herein by reference and the
foregoing descriptions of such documents and transactions contemplated
therein are qualified in their entirety by reference to such exhibits. The
press releases should be read in conjunction with the Note Regarding
Forward Looking Statements which is included in the text of each press
release.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

(c)      Exhibits

         Exhibit 2.1       Share Exchange Agreement, dated April 11, 2001,
                           by and among Opus360 Corporation and Proha PLC

         Exhibit 99.1      Press Release dated April 11, 2001: Opus360
                           Corporation to Combine With Artemis Management
                           Systems Inc.

         Exhibit 99.2      Press Release dated April 11, 2001: Opus360
                           Divests Billing and Payroll Service; Former
                           Management Team to Run e.office

         Exhibit 99.3      Press Release dated April 11, 2001: Opus360
                           Appeals Delisting Notice

         Exhibit 99.4      Press Release dated April 11, 2001: Opus360
                           Reports Shareholder Complaint

                                 SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                             OPUS360 CORPORATION

                                             By: /s/ Jeanne M. Murphy
                                             Jeanne M. Murphy
                                             Executive Vice President
                                             and General Counsel

Date:  April 12, 2001

                               EXHIBIT INDEX

Exhibit No.            Description

         2.1           Share Exchange Agreement, dated April 11, 2001, by
                       and among Opus360 Corporation and Proha PLC

         99.1          Press Release dated April 11, 2001: Opus360
                       Corporation to Combine With Artemis Management
                       Systems Inc.

         99.2          Press Release dated April 11, 2001: Opus360 Divests
                       Billing and Payroll Service; Former Management Team
                       to Run e.office

         99.3          Press Release dated April 11, 2001: Opus360 Appeals
                       Delisting Notice

         99.4          Press Release dated April 11, 2001: Opus360 Reports
                       Shareholder Complaint