UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


(Mark One)
[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000

                                       OR
[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________


Commission file number 0-23173


                         OAO TECHNOLOGY SOLUTIONS, INC.
             (Exact name of registrant as specified in its charter)


Delaware                                                          52-1973990
(State or other jurisdiction of                                (I.R.S. Employer
incorporation or organization)                               Identification No.)


7500 Greenway Center Drive
Greenbelt, Maryland                                                    20770
---------------------------------                                      -----
(Address of principal executive offices)                             (Zip Code)


Registrant's telephone number, including area code (301) 486-0400




         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No [ ]



         As of May 8, 2000, the registrant had outstanding  18,315,830 shares of
its Common Stock, par value $0.01 per share.



                                       1
<PAGE>




                         OAO TECHNOLOGY SOLUTIONS, INC.

     Quarterly Report on Form 10-Q for the Three Months Ended March 31, 2000



                                      INDEX
                                      -----


Page Reference
--------------

COVER PAGE.....................................................................1


INDEX..........................................................................2


PART I - FINANCIAL INFORMATION

Item 1.    FINANCIAL STATEMENTS

            Condensed Consolidated Balance Sheets as of March 31, 2000 and
            December 31, 1999 (Unaudited)......................................3

            Condensed Consolidated Statements of Operations and the
            Comprehensive Income for the Three Months Ended
            March 31, 2000 and 1999 (Unaudited)................................4

            Condensed Consolidated Statements of Cash Flows
            for the Three Months Ended March 31, 2000 and 1999
            (Unaudited)........................................................5

            Notes to Condensed Consolidated Financial Statements (Unaudited)...6

Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS.................................9

PART II -  OTHER INFORMATION..................................................15

            Item 6. Exhibits and Reports on Form 8-K

SIGNATURES....................................................................16




<PAGE>




PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements


                         OAO TECHNOLOGY SOLUTIONS, INC.
                      Condensed Consolidated Balance Sheets
                                   (Unaudited)
                             (Dollars in thousands)

<TABLE>
<CAPTION>


                                                                             March 31,     December 31,
                                                                               2000            1999
                                                                             ----------------------------

<S>                                                                          <C>                 <C>
ASSETS
Current assets:
    Cash and cash equivalents                                                $ 11,733            $ 13,142
    Accounts receivable
      Billed, net of allowance of $ 695 and $1,014 , respectively              18,642              21,066
      Unbilled, net of allowance of $449  and $493, respectively                6,874               5,059
                                                                             -----------------------------
                                                                               25,516              26,125
    Note receivable - OAO Corporation                                           2,520               2,520
    Deferred income taxes                                                       1,031               1,031
    Income tax receivable                                                         934                 934
    Other current assets                                                        6,566               6,447
                                                                             -----------------------------
      Total current assets                                                     48,300              50,199
Property and equipment, net                                                     4,791               4,387
Purchased and developed computer software for sale, net                         1,551               1,596
Deposits and other assets                                                         623                 192
Goodwill                                                                        4,791               4,981
                                                                             -----------------------------
      Total assets                                                           $ 60,056            $ 61,355
                                                                             =============================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Accounts payable                                                         $  6,636            $  8,470
    Accrued expenses                                                           10,406              11,718
    Income taxes payable                                                          483                 605
    Unearned revenue                                                            1,169                 797
    Current portion of capital lease obligations                                   24                  54
                                                                             -----------------------------
      Total current liabilities                                                18,718              21,644

Capital lease obligations, net of current portion                                  34                  89

Commitments and contingencies                                                      --                  --

Stockholders' equity :
    Preferred stock, par $.01 per share, 10,000,000 shares authorized
      none issued and outstanding                                                  --                  --
    Common stock, par $.01 per share, 50,000,000 shares authorized;
      18,300,191 and 18,101,124 shares issued and outstanding
      at March 31, 2000 and December 31, 1999, respectively                       183                 181
    Additional paid-in capital                                                 41,734              40,743
    Deferred compensation                                                        (120)               (131)
    Accumulated other comprehensive loss                                         (281)               (249)
    Shareholders' receivable                                                   (2,933)             (2,933)
    Retained earnings                                                           2,721               2,011
                                                                             -----------------------------
      Total stockholders' equity                                               41,304              39,622
                                                                             -----------------------------
      Total liabilities and stockholders' equity                             $ 60,056            $ 61,355
                                                                             =============================

 The accompanying notes are an integral part of these condensed consolidated financial statements.

</TABLE>



                                       3
<PAGE>


                         OAO TECHNOLOGY SOLUTIONS, INC.
    Condensed Consolidated Statements of Operations and Comprehensive Income
                                   (Unaudited)
           (Dollars and shares in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                                                  Three months ended
                                                                                        March 31,
                                                                             -------------------------
                                                                                2000              1999
                                                                             -------------------------

<S>                                                                          <C>               <C>
Revenues                                                                     $38,545           $35,717
Direct costs                                                                  33,195            31,867
                                                                             -------------------------
                                                                               5,350             3,850
Selling, general and administrative expense                                    4,713             3,446
                                                                             -------------------------
Income from operations                                                           637               404
Interest and other income (expense), net                                         596                97
                                                                             -------------------------
Income before income taxes                                                     1,233               501
Provision for income taxes                                                       524               200
                                                                             -------------------------
Net income                                                                       709               301
Other comprehensive income :
    Foreign currency translation adjustment                                       32                33
                                                                             -------------------------
Comprehensive income                                                         $   741           $   334
                                                                             =========================
Net income per common share:
    Basic                                                                    $  0.04           $  0.02
                                                                             =========================
    Diluted                                                                  $  0.04           $  0.02
                                                                             =========================

Weighted average number of shares outstanding:
    Basic                                                                     17,635            16,694
                                                                             =========================
    Diluted                                                                   18,976            17,334
                                                                             =========================
</TABLE>


         The accompanying notes are an integral part of these condensed
                       consolidated financial statements.



                                       4
<PAGE>




                          OAO TECHNOLOGY SOLUTIONS, INC
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
                             (Dollars in thousands)


<TABLE>
<CAPTION>

                                                                                 Three months ended
                                                                                      March 31,
                                                                             ------------------------------
                                                                                 2000               1999
                                                                             ------------------------------
<S>                                                                          <C>                   <C>
Cash Flows from Operating Activities:
    Net income                                                               $    709              $    301
    Adjustment to reconcile net income to net
      cash (used in) provided by operating activities:
      Depreciation and amortization                                               766                   507
    Change in assets and liabilities:
      Accounts receivable, net                                                    609                (1,244)
      Other current assets                                                       (119)                 (161)
      Deposits and other assets                                                  (420)                   96
      Accounts payable                                                         (1,954)                2,296
      Accrued expenses                                                         (1,312)                   (8)
      Unearned revenue                                                            372                  (326)
      Income taxes payable                                                       (122)                  211
                                                                             ------------------------------
        Net cash (used in) provided by operating activities                    (1,471)                1,672
                                                                             ------------------------------

Cash Flows from Investing Activities:
    Expenditures for property and equipment                                      (933)                 (160)
                                                                             ------------------------------
        Net cash used in investing activities                                    (933)                 (160)
                                                                             ------------------------------

Cash Flows from Financing Activities:
    Proceeds from the sale of common stock, net                                   993                    76
    Payments on capital lease obligations                                         (85)                 (102)
                                                                             ------------------------------
         Net cash provided by (used in) financing activities                      908                   (26)
                                                                             ------------------------------
Effect of exchange rate changes on cash                                            87                    33
Net (decrease) increase in cash and cash equivalents                           (1,409)                1,519
Cash and cash equivalents, beginning of period                                 13,142                 9,615
                                                                             ------------------------------
Cash and cash equivalents, end of period                                     $ 11,733              $ 11,134
                                                                             ===============================


Supplemental cash flows information:
    Cash paid for interest                                                   $     18              $     17
    Cash paid for income taxes                                               $    867                    --


         The accompanying notes are an integral part of these condensed
                       consolidated financial statements.
</TABLE>



                                       5
<PAGE>



                         OAO TECHNOLOGY SOLUTIONS, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)



1.   Organization and basis of presentation

OAO  Technology   Solutions,   Inc.  (the  "Company"  or  "OAOT")  is  a  global
enterprise-wide  integrator of  information  technology  ("IT")  solutions.  The
Company,  along with its  wholly  owned  subsidiaries,  provides a wide range of
outsourced  information  technology solutions and professional  services.  These
services  include the  operation of  large-scale  service  delivery  centers and
networks;   distributed   systems  management;   custom  applications   software
development and maintenance;  professional IT services;  enterprise  application
solutions, integration, implementation and training services; web enablement and
e-business  solutions;  and proprietary  software solutions for the managed care
marketplace.  These services are provided  through four business lines:  Network
and Systems Business Solutions,  Professional  Services,  E-Business  Consulting
Solutions, and Healthcare IT Solutions.

The  condensed  consolidated  financial  statements  included  herein  have been
prepared by the Company without audit,  pursuant to the rules and regulations of
the Securities and Exchange  Commission  ("SEC") and include,  in the opinion of
the management,  all adjustments,  consisting of normal  recurring  adjustments,
necessary for a fair presentation of interim period results. Certain information
and footnote  disclosures  normally included in financial statements prepared in
accordance with generally accepted accounting  principles have been condensed or
omitted  pursuant to such rules and  regulations.  These condensed  consolidated
financial statements should be read in conjunction with the financial statements
and notes  thereto  included in the  Company's  Annual Report on Form 10-K filed
with the SEC for the year  ended  December  31,  1999  and the  Company's  other
filings with the SEC. The results of operations for the three-month period ended
March 31, 2000, are not necessarily indicative of the results to be expected for
the full year.


2.   Software Licenses for Resale

The Company entered into a Value Added Industry Remarketer agreement with Siebel
Systems,  Inc.,  on August 31,  1999.  As part of this  agreement,  the  Company
purchased  software  licenses in the amount of $5.1  million for resale to third
parties.  The software  licenses  were  purchased  with cash of $2.8 million and
228,800 shares of the Company's  common stock. The common stock has a guaranteed
per share value of $10 at September 1, 2000. The difference, if any, between the
share price at September 1, 2000 and the guaranteed  price will be paid in cash.
The balance of the  licenses is  included in other  current  assets and the fair
value of the  guarantee  is  included in accrued  expenses  on the  accompanying
balance sheets.

3.   Earnings per share

Basic  earnings  per  share  has been  calculated  as net  earnings  divided  by
weighted-average common shares outstanding, while diluted earnings per share has
been  computed as net earnings  divided by weighted  average  common and diluted
shares  outstanding.  For the three-month  periods ended March 31, 2000 and 1999
the Company's stock options outstanding  increased  outstanding common shares by
1,341,000 and 640,000  respectively,  for total diluted  shares  outstanding  of
18,976,000 and 17,334,000 respectively.


                                       6
<PAGE>




                         OAO TECHNOLOGY SOLUTIONS, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                   (Continued)




4.   Segment information

The Company manages its business segments primarily by service line. As reported
in  the   Company's   Annual   Report  on  Form  10K,   the  names  and  certain
classifications within the Company's reportable segments were changed in 1999 to
better  describe the services  provided.  The 1999  quarterly  results have been
reclassified to conform to 2000 presentation.  The Company's reportable segments
are Network and Systems Business Solutions,  Professional  Services,  E-Business
Consulting Solutions, and Healthcare IT Solutions.

Network  and  Systems  Business  Solutions;   includes  data-center   operations
management, distributed systems management, and other IT services.

Professional  Services;  are  provided  by OAO  Services,  Inc,  a wholly  owned
subsidiary.  Through OAO Services,  Inc. the Company  provides highly skilled IT
professionals to augment  customer's  staffing  requirements  nationwide.  These
services  are  provided  primarily  to  strategic  customers  and on a time  and
materials basis.

E-Business  Consulting  Solutions;  provides  entire  life  cycle  services  for
organizations.  These services range from initial  business process modeling and
development,  through system installation and implementation and custom software
application  development and maintenance.  The E-Business  Consulting  Solutions
segment is dedicated to implementing and supporting systems from Siebel Systems,
NCR, SAP and Microsoft.  This segment also provides third party vendor  packaged
software including Siebel Systems, SAP and Microsoft, IBM and Rational on both a
licensed and Application Service Provider ("ASP") basis.

Healthcare IT Solutions;  provides  proprietary  software  products and business
solutions for healthcare organizations.  Through OAO HealthCare Solutions, Inc.,
a wholly owned  subsidiary,  the Company provides full service solutions via its
proprietary  MC400 software on a one-time  license and ASP basis.  This includes
product development,  customer service, and installation  service,  training and
ongoing support.

The Company  evaluates the performance of each segment based on segment revenues
and gross  profit.  Segment gross profit  includes  only direct costs.  Selling,
general and administrative  expenses; net interest expense; and other income and
expenses are not allocated to segments.




                                       7
<PAGE>



                         OAO TECHNOLOGY SOLUTIONS, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                   (Continued)


Segment information (Continued)

Summary information by segment is as follows:


<TABLE>
<CAPTION>

                                                                              For the three months ended
                                                                                       March 31,
                                                                             ------------------------------
                                                                                2000                1999
                                                                             ------------------------------
<S>                                                                          <C>                   <C>
  (Amounts in thousands):
NETWORK and SYSTEMS BUSINESS SOLUTIONS
    Revenues                                                                 $ 16,729              $ 16,649
    Gross profit                                                                3,123                 3,376
PROFESSIONAL SERVICES
    Revenues                                                                   14,344                16,087
    Gross profit                                                                1,807                 1,978
E-BUSINESS CONSULTING SOLUTIONS
    Revenues                                                                    4,275                 1,096
    Gross loss                                                                   (320)               (1,553)
HEALTHCARE IT SOLUTIONS
    Revenues                                                                    3,197                 1,885
    Gross profit                                                                  740                    49
SEGMENT TOTALS
    Revenues                                                                 $ 38,545              $ 35,717
    Gross profit                                                                5,350                 3,850
       Selling, general and administrative expenses unallocated                 4,713                 3,446
                                                                             ------------------------------
         Total consolidated income from operations                                637                   404
       Interest and other income (expense), net unallocated                       596                    97
                                                                             ------------------------------
         Total consolidated income before income taxes                       $  1,233              $    501
                                                                             ==============================


</TABLE>



5.   Reclassification

Certain reclassifications have been made to the condensed consolidated financial
statements  for the three months ended March 31, 1999 in order to conform to the
presentation used in 2000.


                                       8
<PAGE>



Item 2.
                         OAO TECHNOLOGY SOLUTIONS, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The following  discussion and analysis is provided to increase the understanding
of, and should be read in conjunction with, the Condensed Consolidated Financial
Statements of the Company and Notes thereto included elsewhere in this quarterly
report.  Historical  results and percentage  relationships  among any amounts in
these financial statements are not necessarily indicative of trends in operating
results for any future  period.  The statements  which are not historical  facts
contained in this quarterly report,  including this Management's  Discussion and
Analysis of Financial  Condition and Results of  Operations,  and Notes to these
Condensed   Consolidated  Financial  Statements,   constitute   "forward-looking
statements" within the meaning of the Private  Securities  Litigation Reform Act
of 1995. Such statements are based on currently available  operating,  financial
and competitive information, and are subject to various risks and uncertainties.
Future events and the Company's  actual results may differ  materially  from the
results reflected in these forward-looking statements.  Factors that might cause
such a difference  include,  but are not limited to, dependence on key strategic
and strategic  end-user  customers,  limited  ability to establish new strategic
customer relationships,  risks associated with fixed-price contracts, ability to
sustain and manage  growth,  variability  of quarterly  operating  results,  the
Company's  expansion and  development of new service lines,  marketing and other
business   development   initiatives,   the  commencement  of  new  engagements,
competition  in the industry,  general  economic  conditions,  dependence on key
personnel,  the ability to attract,  hire and retain  personnel  who possess the
technical  skills and experience  necessary to meet the service  requirements of
its  clients,  the  potential  liability  with  respect to actions  taken by its
employees,  risks associated with international sales, and other risks described
herein,  the  Company's  annual  report on Form 10K and in the  Company's  other
Securities and Exchange Commission filings.


Overview

The Company is a global  enterprise-wide  integrator of  information  technology
(IT) solutions. The Company provides a wide range of outsourced IT solutions and
professional  services,  including the operation of large-scale service delivery
centers  and  networks,  distributed  systems  management,  custom  applications
software  development  and  maintenance,  professional  IT services,  enterprise
application  solutions,  integration,  implementation and training services, web
enablement and e-business solutions,  and proprietary software solutions for the
managed care  marketplace.  These  services are provided  through four  business
segments:  Network  and  Systems  Business  Solutions;   Professional  Services;
E-Business Consulting Solutions and Healthcare IT Solutions.

The Company  provides  Network and Systems  Business  Solutions,  generally on a
long-term,  fixed-price  contractual basis, to strategic customers as part of an
IT outsourcing team,  providing services to a wide range of end-user  customers.
The  Company's   strategic  customers  include  IBM  and  Compaq  with  end-user
engagements  including:  Boeing,  Ames  Department  Stores,  United Health Care,
Campbell Soup,  Ryder Systems  Corporation,  Citibank and others.  The Company's
data center contracts with a strategic customer are up for renewal.  The Company
has submitted  its bid for renewal and expects to be notified of the  customer's
decision by July 31, 2000.  There can be no assurance  that OAOT will win all or
any portion of these contracts or that all or any portion of these contracts, if
renewed, would continue at historical profitability levels.

Professional  Services provides information  technology personnel primarily on a
time and materials basis, that are regularly utilized within engagements to meet
short  or  indefinite  term  requirements.  There  are also  instances  where an
engagement  has  started  on  a  time  and  materials  basis  and  evolved  to a
fixed-price basis, as the requirements became sufficiently defined. Professional
Services are offered as part of the Company's service offerings to its strategic
customers as well as non-strategic customers.


                                       9
<PAGE>



                         OAO TECHNOLOGY SOLUTIONS, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)



Overview (Continued)

E-Business  Consulting  Solutions are generally provided on a time and materials
contractual  basis.  The Company,  through its E-Business  Consulting  Solutions
services, provides entire life cycle services for organizations.  These services
range from initial business  process  modeling and  development,  through system
installation  and  implementation.  The  Company  also  provides a full suite of
continuous  support  services  to  help  maintain  and  upgrade  these  complex,
mission-critical   systems.  The  E-Business  Consulting  Solutions  segment  is
dedicated  to  implementing  and  supporting   third-party   designed   software
applications and systems sold on a licensed and ASP basis.

The Company's Healthcare IT Solutions practice provides proprietary managed care
software  application  solutions under software license agreements via its MC400
software.  The products  are provided on a one-time  license fee or a per member
per month (PMPM) long-term contractual basis and may include system development,
customer  service,  installation  services,  training,  and ongoing support.  In
addition,  other  services may be provided,  such as total  project  management,
hardware planning and implementation, and custom programming. MC400 is currently
installed at over 50 managed care sites in the United States and the Bahamas.

The Company focuses its efforts on middle market commercial  customers,  as well
as public  sector  customers.  In  support of these  efforts,  the  Company  has
established  strategic  relationships with third-party  software vendors such as
Siebel  Systems,  NCR, SAP,  Compaq and Microsoft.  The Company signed a special
Value Added Industry Remarketer (VAIR) agreement with Siebel Systems,  Inc. This
agreement  permits OAOT to design,  install,  resell and host,  on an ASP basis,
Siebel solutions for commercial and public sector customers in North America and
Europe.  The  Company has also hired teams of Siebel  consultants  to  implement
comprehensive CRM solutions.

Management  intends to reinvest  profits  from its Network and Systems  Business
Solutions and Professional  Services segments to continue to develop new service
offerings in the  E-Business  Consulting  Solutions and  Healthcare IT Solutions
segments. These offerings include e-business application solutions,  application
service provider  services (ASP),  custom software  application  development and
maintenance (ADM), and customer relationship management services (CRM) including
license sales, application hosting, and consulting.  Company management believes
that timely  investment in  internet-centric  businesses and digital  technology
infrastructure solutions will result in improved long-term stockholder value.



                                       10
<PAGE>



                         OAO TECHNOLOGY SOLUTIONS, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)


Results of Operations

The following table sets forth, for the periods indicated, selected statement of
operations data as a percentage of net revenue:

<TABLE>
<CAPTION>


                                                                                 For the three months ended March 31,
       (in millions)                                                            2000                             1999
                                                                     -----------------------------------------------------------
<S>                                                                  <C>               <C>            <C>               <C>
Revenues .........................................................   $  38.5           100.0%         $  35.7           100.0%
Direct Costs .....................................................      33.2            86.2%            31.9            89.3%
Selling, general and administrative expense ......................       4.7            12.2%             3.4             9.6%
                                                                     -----------------------------------------------------------
Income from operations ...........................................       0.6             1.6%             0.4             1.1%
Interest and other income (expense), net .........................       0.6             1.6%             0.1             0.3%
                                                                     -----------------------------------------------------------
     Income before income taxes ..................................       1.2             3.2%             0.5             1.4%
Provision for income taxes .......................................       0.5             1.4%             0.2             0.6%
                                                                     -----------------------------------------------------------
     Net income ..................................................   $   0.7             1.8%         $   0.3             0.8%
                                                                     -----------------------------------------------------------

</TABLE>


Comparison  of the  three-month  period ended March 31, 2000 to the  three-month
period ended March 31, 1999.

Revenues

The  Company's  revenues  increased $ 2.8 million or 7.9 % to $ 38.5 million for
the three months ended March 31, 2000,  compared to $ 35.7 million for the three
months ended March 31, 1999. The increase was driven primarily by the E-Business
Consulting  Solutions and  Healthcare IT Solutions  segments.  This increase was
partially offset by lower revenues in the Professional Services segment due to a
lower number staffing requisitions from a Strategic Customer.

Revenues for E-Business  Consulting Solutions increased $ 3.2 million or 290.1 %
to $ 4.3 million,  for the three  months ended March 31, 2000  compared to $ 1.1
million for the three months ended March 31, 1999.  The increase in revenues was
due primarily to increased  activity in the ADM, CRM and ERP businesses.  In the
ADM business both the AT&T and Nissan contracts began after the first quarter of
1999,  and  accordingly  the first quarter 2000 compares  favorably to the first
quarter 1999.  Both  contracts  continue to increase their level of activity and
utilization.  The CRM and ERP businesses were in the start-up phase in the first
quarter of 1999 and had little  revenues  in that  period,  whereas in the first
quarter  of  2000,  projects  are in place  resulting  in  comparatively  higher
revenues from first quarter 1999 to first quarter 2000.

Revenues for the  Healthcare IT Solutions  segment  increased $ 1.3 million,  or
69.6 %, to $ 3.2 million for the three months ended March 31, 2000 compared to $
1.9 million for the three months ended March 31, 1999.  The increase in revenues
was  due  primarily  to the  effect  of the  recurring  "per-member,  per-month"
("PMPM") revenues which have occurred throughout 1999 and into the first quarter
of 2000, which cause a favorable comparison over the same period in 1999.

Revenues  from  Network  and  Systems  Business  Solutions  remained  relatively
constant  with an increase  of $ 0.1 million or 0.5 % to $ 16.7  million for the
three  months  ended  March 31, 2000  compared  to $ 16.6  million for the three
months  ended March 31, 1999.  Decreases in the work order  business and pricing
and volume decreases from a strategic customer were off set by new projects from
new customers and the effect of the UK acquisition  which occurred in the second
quarter of 1999, but is fully reflected in the first quarter of 2000. IBM Global
Services  notified  the Company  that it would not renew the console  operations
contract.  It is expected  that the  contract  would have  provided  revenues of
approximately $3.5 million during the remainder of 2000. In light of the pricing
of the renewal bid submitted by the Company,  Company  management  believes that
the loss of this  contract  will not have a  material  effect  on the  Company's
profitability in 2000 and beyond.


                                       11
<PAGE>



                         OAO TECHNOLOGY SOLUTIONS, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Revenues (continued)


Revenues from Professional  Services decreased $ 1.7 million or 10.8 % to $ 14.3
million for the three months ended March 31, 2000 compared to $ 16.1 million for
1999.  The  decrease  in  revenues  is due  to the  carry  over  effects  of Y2K
constraints  resulting  in a  lower  number  of  staffing  requisitions  from  a
strategic  customer,  however,  revenues have  increased from the fourth quarter
1999.

Direct Costs

The  Company's  direct costs  increased $ 1.3 million or 4.2 % to $ 33.2 million
for the three months  ended March 31,  2000,  compared to $ 31.9 million for the
three months ended March 31, 1999. As a percentage of revenues;  however, direct
costs  decreased to 86.2 % for the three months ended March 31, 2000 versus 89.3
% for same period in 1999.  The  decrease  in direct  costs as a  percentage  of
revenues  is due  primarily  to the  E-Business  Consulting  Solutions  and  the
Healthcare  IT  Solutions  segments.  The  other  segments  remained  relatively
constant for direct costs in relation to their respective revenues.

In the E-Business  Consulting  Solutions segment direct costs increased by $ 1.9
million to $ 4.6  million for the three  months  ended March 31, 2000 from $ 2.6
million for the three months ended March 31, 1999.  However, as a percent of the
segment  revenues  direct  costs  decreased  from  241.7 % of sales in the first
quarter 1999 to 107.5 % of sales in the first quarter of 2000.  The decrease was
due to the  transition  from  start-up  status in the first  quarter  of 1999 to
working on projects in the first quarter of 2000.

In the Healthcare IT Solutions  segment direct costs  increased by $ 0.6 million
to $ 2.5  million for the three  months  ended March 31, 2000 from $ 1.8 million
for the three months ended March 31, 1999.  However, as a percent of the segment
revenues  direct costs  decreased from 97.4 % of sales in the first quarter 1999
to 76.9 % of sales in the first  quarter of 2000.  Direct  costs as a percent of
sales continue to decrease as a result of the recurring revenues from PMPM sales
of software.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $ 4.7 million and $3.4 million
for the three month periods ended March 31, 2000 and 1999, respectively.  OAOT's
selling,  general and  administrative  expenses  increased  as a  percentage  of
revenues  for the three  months ended March 31, 2000 to 12.2 % compared to 9.6 %
for the  three  months  ended  March  31,  1999.  The  increase  was a result of
increased  sales and  marketing  efforts and the  continuation  of the company's
infrastructure build-out to accommodate its growth. The Company expects selling,
general and  administrative  expenses  to increase in absolute  dollars and as a
percentage  of  revenues  as it  continues  to expand  its  sales and  marketing
expenditures to penetrate new markets and expand its client base.

Interest and Other Income and Provisions for Income Taxes

Interest income increased  primarily due to a higher amount of invested cash and
interest earned on a note receivable from OAO Corporation, and from the decrease
in the  obligation  under the  Siebel  stock fair value  guarantee  incurred  in
connection  with the value  added  industry  remarketer  agreement  with  Siebel
Systems,  Inc.  The  effective  tax rate  increased to 42 % for the three months
ended March 31, 2000 versus a 40 % rate in the same period in 1999.


                                       12
<PAGE>



                         OAO TECHNOLOGY SOLUTIONS, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)



Liquidity and Capital Resources

Cash and cash  equivalents  were $ 11.7 million as of March 31,  2000,  versus $
13.1 million as of December 31, 1999.  Cash used in operations was $ 1.5 million
for the three months ended March 31, 2000. Cash used in operations for the three
months  ended  March 31,  2000 was due to the  payment of  accounts  payable and
accrued  expenses.  OAOT's  business  segments of Network  and Systems  Business
Solutions  and   Professional   Services,   improved   collections  of  accounts
receivable,  and cash  management.  These increased cash flows were used to fund
the Company's newer Healthcare IT Solutions and E-Business  Consulting Solutions
business segments,  including its ADM business.  However, the Company expects to
continue to invest in the  operations of its newer business  segments  including
E-Business  Consulting  Solutions  and  Healthcare  IT  Solutions  for  projects
including ADM and  enhancement  of its ASP product during 2000. The Company will
also  invest  in sales  and  marketing  as it  develops  its  demand  generation
capabilities for these newer business  services.  Such costs will continue to be
expensed  as  incurred  and  represent  significant  use of future cash which is
expected to be funded from Company operations and available cash.


Cash  used  in  investing  activities  was $ 0.9  million  for the  purchase  of
computers  and office  equipment.  The  Company's  business  operations  are not
capital  intensive,  and  expenditures  in any  given  year are  ordinarily  not
significant.

The Company entered into a $35 million  combined  revolving credit and term loan
agreement (the "Agreement") with Bank of America on June 30, 1999. The Agreement
provides a revolving line of credit "Revolver" in the amount of $15 million that
matures on May 31, 2002. The Revolver provides for a commitment fee based on the
unused balance, and at the Company's option,  interest at the prime rate or, the
LIBOR plus a 1.75% to 2.5% risk adjusted premium. The term loan facility, in the
amount of $20 million,  matures on May 31, 2001.  Borrowings under the Agreement
are limited to a multiple of earnings before interest, taxes, depreciation,  and
amortization  (EBITDA).  However,  the Company may convert,  at its option,  the
Revolver  portion of the  Agreement  into an  asset-based  loan whose  borrowing
availability would be a percentage of eligible billed and unbilled  receivables.
The  Agreement  also  requires   maintenance  of  certain  financial  covenants,
prohibits  the  payment of  dividends  among other  restrictions.  There were no
borrowings  outstanding  under this  Agreement as of December  1999 or March 31,
2000.

The Company  currently  anticipates  that its existing  cash balances as well as
cash generated from  operations will be sufficient to satisfy its operating cash
needs for the  foreseeable  future.  The Company has  announced  an  acquisition
program as part of its strategy to accelerate  revenues and earnings growth. The
Company expects to use bank credit to leverage the Company's financial position.
In addition,  the Company could consider  seeking  additional  public or private
debt or equity financing to fund future growth  opportunities.  No assurance can
be  given,  however,  that such  additional  debt or  equity  financing  will be
available to the Company on terms and conditions  acceptable to the Company,  if
at all.



                                       13
<PAGE>



                         OAO TECHNOLOGY SOLUTIONS, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)


Impact of the Year 2000 "Y2K" Issue

The Company  surveyed and  remediated  where  necessary  all of its business and
mission-critical  systems among other  procedures and tests,  as part of its Y2K
planning  process.  The total  incremental  cost of replacement  systems and Y2K
contingency  planning was estimated at $100,000.  As of May 8, 2000, the Company
had not experienced any significant Y2K related disruptions.

Quantitative and Qualitative Disclosures about Market Risk

The Company  conducts  business in foreign  countries,  primarily Canada and the
United Kingdom.  Foreign currency transaction gains and losses were not material
to the Company's results of operations for the three months ended March 31, 2000
and 1999. The Company believes its foreign currency risk is related primarily to
the difference  between amounts the Company  receives and disburses in Canada in
U.S. Dollars from U.S. dollar denominated contracts. The Company does not expect
the amount of foreign  currency risk to be material in the future.  To date, the
Company has not entered into any significant  foreign  currency forward exchange
contracts  or other  derivative  financial  instruments  to hedge the effects of
adverse fluctuations in foreign currency exchange rates.



                                       14
<PAGE>




PART II - OTHER INFORMATION




Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits
   Exhibit                                                                  Page
     No.                                Description                          No.
-------------    --------------------------------------------------------  -----

     27.1        Financial Data Schedule.  (1)                                17


(b)  No reports were filed on form 8-K during the quarter ended March 31, 2000.

------------------
(1)  Filed herewith.



                                       15
<PAGE>




                                   SIGNATURES

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


<TABLE>
<CAPTION>

                                           OAO Technology Solutions, Inc.
                                           (Registrant)

<S>                                <C>
Date: May 15, 2000                   By   /S/ Gregory A. Pratt
                                          -------------------------------
                                              Gregory A. Pratt
                                              President and Chief Executive Officer

Date:  May 15, 2000                   By: /S/ J. Jeffrey Fox
                                          -------------------------------
                                              J. Jeffrey Fox
                                              Vice President Finance and Chief Financial Officer
</TABLE>

                                       16