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, 1999

                                       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 10, 1999, the registrant had outstanding 16,733,072 shares of its
Common Stock, par value $0.01 per share.



<PAGE>




                         OAO TECHNOLOGY SOLUTIONS, INC.

   Quarterly Report on Form 10-Q for the Quarterly Period Ended March 31, 1999



                                      INDEX


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

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


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


PART I - FINANCIAL INFORMATION

Item 1          FINANCIAL STATEMENTS

                  Condensed Consolidated Balance Sheets as of March 31, 1999
                   and December 31, 1998 (Unaudited) .......................   3

                  Condensed Consolidated Statements of Operations and the
                   Comprehensive Income for the Three Months Ended
                   March 31, 1999 and 1998 (Unaudited) .....................   4

                  Condensed Consolidated Statements of Cash Flows
                   for the Three Months Ended March 31, 1999
                   and 1998 (Unaudited) ....................................   5

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

Item 2          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS ........................  10

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

                  Item 6. Exhibits and Reports on Form 8-K


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


                                       2
<PAGE>

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements

                         OAO TECHNOLOGY SOLUTIONS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                               March 31,  December 31,
                                                                 1999        1998
                                                               --------    --------
<S>                                                            <C>         <C>     
                                     ASSETS
Current Assets:
    Cash and cash equivalents                                  $ 11,134    $  9,615
    Accounts receivable:
       Billed, net of allowance for uncollectible accounts
          of $1,014 and $959, respectively                       14,047      15,458
       Unbilled, net of allowance for uncollectible accounts
         of $710 and $710, respectively                          13,737      11,082
                                                               --------    --------
                                                                 27,784      26,540
    Note receivable - related party                               2,520       2,520
    Income tax receivable                                         1,388       1,337
    Deferred tax asset                                            1,136       1,136
    Other current assets                                            579         469
                                                               --------    --------
         Total current assets                                    44,541      41,617
Property and equipment, net                                       3,828       4,007
Deposits and other assets                                           359         455
Goodwill                                                          4,882       5,039
                                                               --------    --------
         Total assets                                          $ 53,610    $ 51,118
                                                               ========    ========


                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                             $  8,988    $  6,481
  Accrued expenses                                                7,753       7,761
  Unearned revenue                                                  219         545
  Current maturities of capital lease obligations                   313         436
                                                               --------    --------
         Total current liabilities                               17,273      15,223

Capital lease obligations, net of current maturities                468         447

Commitments and contingencies                                        --          --

Stockholders' equity:
  Common stock, par value $0.01 per share,
    Authorized, 25,000,000; 16,734,352 and 16,694,060
     issued and outstanding at March 31, 1999 and
     December 31, 1998, respectively                                167         167
  Additional paid-in capital                                     35,805      35,729
  Deferred compensation                                           (162)       (173)
  Accumulated other comprehensive loss                            (402)       (435)
  Retained earnings                                                 461         160
                                                               --------    --------
        Total stockholders' equity                               35,869      35,448
                                                               --------    --------
        Total liabilities and stockholders' equity             $ 53,610    $ 51,118
                                                               ========    ========
</TABLE>

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


                                       3
<PAGE>

                         OAO TECHNOLOGY SOLUTIONS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                            AND COMPREHENSIVE INCOME
                                   (Unaudited)
                (Dollars in thousands, except per share amounts)

                                                              Three months ended
                                                                   March 31,
                                                              ------------------
                                                               1999       1998
                                                              -------    -------

Revenues                                                      $35,714    $23,006
Direct costs                                                   31,864     19,086
                                                              -------    -------
Gross profit                                                    3,850      3,920
Selling, general and administrative                             3,446      3,041
                                                              -------    -------
Income from operations                                            404        879
Interest and other income (expense), net                           97        186
                                                              -------    -------
Income before income taxes                                        501      1,065
Income tax provision                                              200        427
                                                              -------    -------

Net income                                                        301        638

Other comprehensive income, net of tax:
  Foreign currency translation adjustment                          20         11
                                                              -------    -------

Comprehensive income                                          $   321    $   649
                                                              =======    =======

Net income per common share:

   Basic                                                      $  0.02    $  0.04
                                                              =======    =======

   Diluted                                                    $  0.02    $  0.04
                                                              =======    =======

Weighted average number of common shares outstanding:

   Basic                                                       16,694     16,299
                                                              =======    =======

   Diluted                                                     17,334     17,175
                                                              =======    =======



The  accompanying  notes  are an  integral  part of the  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,
                                                                     --------------------
                                                                       1999        1998
                                                                     --------    --------
<S>                                                                  <C>         <C>     
Cash flows from operating activities:
Net income                                                           $    301    $    638
Adjustments to reconcile net income to net cash provided by
    (used in) operating activities:
   Depreciation and amortization                                          507         213
Changes in assets and liabilities, net of effects of acquisitions:
   Accounts receivable, net                                            (1,244)        675
   Other current assets                                                  (161)     (1,257)
   Deposits and other assets                                               96         334
   Accounts payable                                                     2,296      (2,508)
   Accrued expenses                                                        (8)        706
   Unearned revenue                                                      (326)       (379)
   Income tax payable                                                     211          59
                                                                     --------    --------
      Net cash provided by (used in) operating activities               1,672      (1,519)
                                                                     --------    --------

Cash flows from investing activities:
   Purchases of property and equipment                                   (160)       (771)
                                                                     --------    --------
      Net cash used in investing activities                              (160)       (771)
                                                                     --------    --------

Cash flows from financing activities:
   Proceeds from the exercise of stock options                             76         181
   Payments on stockholders' receivables                                   --          86
   Payments on capital lease obligations                                 (102)       (104)
   Payments on notes payable                                               --        (378)
                                                                     --------    --------
      Net cash (used in) provided by financing activities                 (26)       (215)
                                                                     --------    --------

Effect of exchange rate changes on cash                                    33          19

Net increase (decrease) in cash and cash equivalents                    1,519      (2,486)
Cash and cash equivalents, beginning of period                          9,615      22,221
                                                                     --------    --------
Cash and cash equivalents, end of period                             $ 11,134    $ 19,735
                                                                     ========    ========

Supplemental disclosures of cash flow information
   Cash payments for interest                                        $     17    $     26
   Cash payments for income taxes                                          --    $    368
</TABLE>


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


                                       5
<PAGE>

                         OAO TECHNOLOGY SOLUTIONS, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


1.   OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

     OAO  Technology  Solutions,  Inc. (the  "Company" or "OAOT") along with its
wholly  owned  subsidiaries,  provides  a wide range of  outsourced  information
technology solutions and professional  services including:  systems and software
engineering; the operation of large-scale service delivery centers and networks,
distributed system management,  application  development and maintenance;  staff
augmentation  services;  enterprise resource planning,  implementation  training
service, web enablement and e-business solutions; and state-of-the-art  software
solutions for the managed care marketplace. These services are organized through
four  business  lines:   Managed  Services;   Staff   Augmentation;   Enterprise
Application Solutions ("EAS"); 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.  The Company believes that its
disclosures are adequate to make the information presented not misleading. 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 for the year  ended  December  31,  1998.  The  results  of
operations for the three-month  period ended March 31, 1999, are not necessarily
indicative of the results to be expected for the full year.

2.   CREDIT AGREEMENTS

     The  Company  has  a  $10.0  million   Revolving   Credit   Agreement  (the
"Agreement") with a bank. The Agreement, which matures on May 31, 1999, provides
for a commitment  fee of 0.375% on the unused  portion and interest at the prime
rate or, at the Company's  option, at the bank's overnight base rate plus 2%, or
LIBOR plus 2%.  Borrowings  under the  Agreement  are limited to a percentage of
eligible billed receivables.  Based on eligible receivables as of March 31, 1999
OAOT had the entire $10 million  available  under the  Agreement.  The Agreement
also requires the maintenance of certain  financial  covenants and prohibits the
payment of dividends.  There were no borrowings  outstanding under the Agreement
as of March 31, 1999 and December 31, 1998.


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, 1999 and 1998
the Company's stock options outstanding  increased  outstanding common shares by
641,000  and 876,000  respectively,  for total  diluted  shares  outstanding  of
17,334,000 and 17,175,000, respectively.



                                       6
<PAGE>

4.   ACQUISITIONS

     OAO Services, Inc.

     On  July  28,  1998,  the  Company  completed  the  acquisition  of all the
outstanding  capital stock of OAO Services,  Inc.,  pursuant to a Stock Purchase
Agreement  dated July 24,  1998  among OAO  Services,  Inc.,  the  Company,  OAO
Corporation ("OAOC") and an individual  shareholder (the individual  shareholder
together with OAOC, the  "Stockholders").  The  acquisition  was effective as of
July 1, 1998.

     Pursuant to the terms of the Stock Purchase  Agreement,  the purchase price
payable by the Company to the  Stockholders  in connection  with the acquisition
included (i) cash in the amount of $2,305,000, subject to certain purchase price
adjustments,  (ii)  the  payment  by OAOT  to the  bank  of  $4,561,000  for the
retirement  of  outstanding  debt under a financing  agreement  (of this amount,
$3,465,611  is a paydown of the portion of the debt  allocated  to the  Company,
with the remainder, being a payment of the balance allocated to OAOC), and (iii)
earn-out  payments  to the  Stockholders  in amounts  equal to 10% of the OAOT's
Pre-Tax Profit, as defined in the Stock Purchase  Agreement,  in excess, if any,
of $2,000,000,  subject to increases as defined in the Stock Purchase Agreement,
for the three years ending  December 31, 1999,  2000 and 2001.  The aggregate of
all  earn-out  payments  under  the Stock  Purchase  Agreement  will not  exceed
$5,000,000,  and  each  earn-out  payment  will be  payable  by OAOT on the 90th
business day after the OAOT receipt of its audited financial  statements for the
year for which such payment is to be made.

The unaudited pro forma information for the three months ended March 31,1998 set
forth below gives effect to the OAO Services  acquisition  as if it had occurred
at the beginning of that period.  No pro forma  information is presented for the
three months ended March 31, 1999 as the results of the OAO Services acquisition
were included in the Company's results of operations for the entire period.  The
pro forma  information is presented for  informational  purposes only and is not
necessarily  indicative  of the results of operations  that actually  would have
been achieved had the acquisition been consummated as of that time.


                                                For the three months ended
                                                       March 31, 1998
                                             ---------------------------------
                                             (unaudited, dollars in thousands)

          Revenue                                        $36,840
          Net income                                       1,067
          Basic earnings per share                           .07
          Diluted earnings per share                         .06


5.   SEGMENT INFORMATION

     The Company  manages its business  segments  primarily by service line. The
Company's   reportable  segments  are  Managed  Services,   Staff  Augmentation,
Healthcare IT Solutions, and EAS.

     Managed Services includes  datacenter  operations  management,  distributed
systems  management,  application  development  and  maintenance,  and  other IT
services.

     Staff  Augmentation  services are provided by OAO  Services,  Inc. a wholly
owned subsidiary.  Staff  augmentation  services provides technical IT skills to
strategic  customers  nationwide on a time and materials  basis.  Highly skilled
professionals  are  provided to augment the  client's  staffing or to respond to
requirements that cannot be sufficiently defined to permit fixed prices.



                                       7
<PAGE>

     Healthcare IT Solutions provides managed care information software products
and business solutions for health care organizations.  OAO HealthCare Solutions,
Inc., a wholly owned subsidiary, provides full service solutions to users of the
managed care product MC400. This includes product development, customer service,
installation service, training and ongoing support.

     Enterprise  Application  Solutions  provides entire life cycle services for
organizations  using ERP software,  internet  website  enablement and e-business
applications.  These services range from initial  business  process modeling and
development,  through system  installation  implementation  to ongoing operating
maintenance and system optimization.

     The Company  evaluates  the  performance  of each segment  based on segment
revenues and gross  profit.  Segment  gross profit  includes  only direct costs.
Corporate selling,  general and administrative costs are currently not allocated
to each  segment.  The  basis of  segmentation  is the same as that used for the
December 31,1998 annual report to shareholders.

     Summary  information  by segment as of and for the three months ended March
31, 1999 and 1998 is as follows (in thousands):


                                                      For the three months ended
                                                             March 31,
                                                     ---------------------------
                                                       1999              1998
                                                     --------           --------

MANAGED SERVICES
   Revenues                                          $ 16,633           $ 20,103
   Gross profit                                         2,340              2,844
   Segment assets                                      24,215             41,796

STAFF AUGMENTATION
   Revenues                                            16,088                 --
   Gross profit                                         1,978                 --
   Segment assets                                      16,669                 --

EAS
   Revenues                                               918                 --
   Gross Profit (Loss)                                  (517)                 --
   Segment assets                                       2,644                 --

HEALTHCARE IT SOLUTIONS
   Revenues                                             2,075              2,903
   Gross profit                                            49              1,076
   Segment assets                                       2,310              2,929

SEGMENT TOTALS
   Revenues                                          $ 35,714           $ 23,006
   Gross profit                                         3,850              3,920
   Segment assets                                      45,838             44,725



                                       8
<PAGE>



The following table reconciles reportable gross profit and segment assets to the
Company's  consolidated totals.  Selling,  general and administrative  expenses,
restructuring and other charges,  and interest and other income expenses are not
allocated to segments in thousands.


                                                            For the three months
                                                               ended March 31,
                                                            --------------------
                                                              1999      1998
                                                             -------   -------


Gross profit for reportable segments                         $ 3,850   $ 3,920
   Selling, general and administrative expenses unallocated    3,446     3,041
                                                             -------   -------
         Total consolidated income from operations               404       879
   Interest and other (income) expenses unallocated               97       186
                                                             -------   -------
         Total consolidated income before income taxes       $   501   $ 1,065
                                                             =======   =======

Total assets for reportable segments                         $45,838   $44,725
   Note receivable - related party
                                                               2,520        --
   Property and equipment unallocated                          2,728     3,940
   Deferred and other income taxes unallocated                 2,524        --
                                                             -------   -------
         Total consolidated assets                           $53,610   $48,665
                                                             =======   =======


6.   RECLASSIFICATION

     Certain  reclassifications  have been made to the financial  statements for
the three  months  ended March 31, 1998 in order to conform to the  presentation
used in 1999.



                                       9
<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,  contain certain  forward-looking  statements that involve 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  customers,  limited  ability  to  establish  new
strategic customer  relationships,  risks associated with fixed-price contracts,
competition in the industry,  ability to sustain and manage growth,  variability
of quarterly operating results,  general economic conditions,  dependence on key
personnel,  risks associated with international  sales and other risks described
herein and in the Company's other Securities and Exchange Commission filings.

Overview 

     The Company is an enterprise  information  technology ("IT") infrastructure
solution provider. The Company provides a wide range of out-sourced IT solutions
and  professional  services,  including  the  operation of  large-scale  service
delivery  centers and networks (high volume system of computers and  information
networks),   distributed  systems  management  ("DSM"),   applications  software
development and maintenance, staff augmentation services, enterprise application
solutions,  integration,  implementation  and  training  services,  and software
solutions for the managed care marketplace.

     The  Company is  transforming  its  business  model to  include  enterprise
solutions that help to adapt data management to the internet. Management intends
to reinvest profits from its managed services and staff augmentation segments to
develop new IT businesses.  These businesses include  e-business  enablement and
enterprise  applications  development  and  implementation.  Company  management
believes that timely investment in web-centric, digital infrastructure solutions
will result in improved long-term shareholder value.

     The Company provides managed services generally on a long-term, fixed-price
contractual  basis, to strategic  customers as part of an IT  out-sourcing  team
providing  services  to a  wide  range  of  end-user  customers.  The  Company's
strategic  customers have been IBM's Global  Services and Compaq.  Revenues from
its strategic  customers for the three months ended March 31, 1999 and 1998 were
$32.7  million  and  $20.1  million  which  comprised  91% and 87% of  revenues,
respectively.




                                       10
<PAGE>

     Staff augmentation  services are part of the Company's service offerings to
its strategic customers. These services,  provided on a time and material basis,
are regularly  utilized  within  engagements  to meet short or  indefinite  term
requirements,  to deliver  personnel  who  augment the  client's  staffing or to
respond to  requirements  that cannot be  sufficiently  defined to permit  fixed
prices.  There are also instances  where an engagement has started on a time and
material basis and evolved to a fixed-price  basis, as the  requirements  became
sufficiently defined.

     EAS services  are  generally  provided on a time and  material  contractual
basis.  The Company,  through its EAS service line,  provides  entire life cycle
services  for  organizations  and internet  website  enablement  and  e-business
applications.  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 Company focuses its efforts
on public sector  customers as well as middle market  commercial  customers.  In
support of these efforts,  the Company has established  strategic  relationships
with SAP and Microsoft.

     The Company  provides  Healthcare  IT  Solutions  services  under  software
license agreements with end-users, mostly within the managed care segment of the
healthcare  industry via its MC400  software.  The  agreements  include  product
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.

     Quarterly  results can be affected by the Company's  level of investment in
the expansion and development of new service lines, as well as the  commencement
of new contracts and engagements,  the loss of strategic or end-user  customers,
the timing of personnel cost increases and the portion of revenues  derived from
new client engagements.

     The loss of IBM or Compaq as a  strategic  customer  or a  decrease  in the
revenue derived from the Company's relationships with either IBM or Compaq could
have a material adverse effect on the Company's business,  operating results and
financial  condition.  There can be no assurance that either strategic  customer
will renew existing contracts maturing within the next twelve months or continue
to  engage  the  Company's  services  at  historical  levels,  if  at  all.  The
termination  or non-renewal  of a strategic  customer's  contract by an end-user
customer could also have a material  adverse  effect on the Company's  business,
operating results and financial conditions.


Results of Operations

Revenues

     The  Company's  revenues  increased  55.2% to $35.7  million  for the three
months ended March 31, 1999,  compared to $23.0  million for the same prior year
period. Revenue increased  predominantly due to the acquisition of OAO Services,
Inc.  in July 1998 which  contributed  $16.1  million in revenues in the quarter
ended  March  31,  1999.  Other  new  businesses  including  e-commerce  and ERP
contributed $.9 million of revenues.  These new business revenues were offset by
decreased  revenues in the managed services and Healthcare IT businesses of $3.4
million  and  $.8  million,  respectively.  Managed  service  revenues  declined
primarily  due to  reductions  in the amount of work,  head count  downsizing on
continuing projects due to automation,  consolidation of sites insourcing (where
Company  functions were  transferred  back to internal  client  personnel),  and
elimination  of revenue on smaller,  non-recurring  projects  with its strategic
customers.

     During the three  months ended March 31, 1999,  the  Healthcare  IT segment
benefited  from  having an  installed  system  user  base.  Healthcare  revenues
declined $.8 million to $2.1 million from $2.9 million


                                       11
<PAGE>

for the three months ended March 31, 1999 and 1998,  respectively.  The decrease
was due to less license revenue in the quarter ended March 31, 1999.

     The Company  signed a contract to provide ADM  services to AT&T in February
1999.  The  contract  is for a ten year term  with  estimated  revenues  of $150
million.  This contract  expands  OAOT's array of services and  diversifies  its
customer base.  The Company is developing an  applications  software  factory in
Moncton,  Canada  to  service  this  contract.  OAOT is also  marketing  its new
capability to other non-strategic customer companies.  Revenues during the three
months ended March 31, 1999 were  approximately  $.6 million and are expected to
grow in 1999 as more billable staff are added to the contract.

     The Company expects to expand its ADM business and successfully  market new
non-strategic  customer business in its managed services and staff  augmentation
segments.  OAOT will  simultaneously  work to renew its  existing  business  and
expand  participation in new business with its strategic partners as part of its
strategy to offset potential reductions in revenue from continuing projects with
its strategic partners.


Direct Costs

     The  Company's  direct  costs  increased  67.0% or $12.8  million  to $31.9
million for the three months ended March 31, 1999  compared to $19.1 million for
the same prior year period.  Direct costs attributable to the staff augmentation
segment  of  business  for the three  months  ended  March 31,  1999 were  $14.1
million.  Direct  costs  related  to the  managed  services  business  decreased
proportionately  to the reduction in revenue.  Direct costs consist primarily of
direct labor,  related fringe  benefits and indirect  direct costs of managing a
project or business unit. As a percentage of revenue,  direct costs increased to
89.2%  for the  three  months  ended  March 31,  1999,  compared  to 83% for the
comparable periods in 1998.

     Gross  margin  decreased  $.1  million  or 1.8% to $3.8  million  from $3.9
million for the three  months ended March 31, 1999 and 1998,  respectively.  The
decline in gross margin was due to: 1) the Company's increased investment in new
business segments. These new product offerings include e-business enablement and
enterprise  application  development  and  implementation.  2)  a  reduction  in
HealthCare IT margin; and 3) a reduction of managed service gross margin.  These
declines were primarily offset by gross margin earned by the staff  augmentation
business for the three months ended March 31, 1999.

     The Company's enterprise application solutions investments are still in the
early  stage and are  important  to  implementing  OAOT's  e-business  strategy.
Additional  investments  are  expected  to be  incurred  in 1999  to grow  these
businesses.

     The decline in the  Healthcare  IT segment gross margin was due to a change
in the revenue mix of the  business.  For the three months ended March 31, 1999,
revenues were comprised of software services  consisting of  implementation  and
customization revenue which have a lower margin than license fee revenue.

     Gross margin for managed  services  declined during the quarter ended March
31, 1999  compared to the same prior year period due to increased  investment to
develop the ADM business, including the software applications factory located in
Moncton,  Canada,  and  reduced  head  count  and  other  pricing  pressures  on
continuing  projects with its strategic  customers.  The Company expects to make
additional  investments  during  1999 in its  ADM  business.  Additionally,  the
Company  expects  continuing  pricing  pressure  on existing  projects  with its
strategic  customers.  The combined investment in its ADM business


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<PAGE>

and strategic  customer  pricing  pressure  could  potentially  cause  continued
reductions in gross margin,  gross margin percentage and revenue for its managed
services business.


Selling, General and Administrative Expenses

     Selling,  general  and  administrative  expenses  increased  13.3%  to $3.4
million in the three months  ended March 31, 1999,  compared to $3.0 million for
the same  prior  year  period.  As a  percentage  of  revenues,  these  expenses
decreased  to 9.7% for the three  months ended March 31, 1999 from 13.2% for the
same prior  period.  Aggregate  costs  increased due to the  acquisition  of OAO
Services, Inc. in July 1998. The aggregate percentage decrease was primarily the
result of reductions in general and  administrative  costs.  The Company reduced
the cost of outside  consultants,  administrative  programs  and  administrative
infrastructure during the three months ended March 31, 1999.

Other

     Interest income  decreased  approximately  $.2 million in the quarter ended
March 31, 1999 compared to the same prior year period due to both lower interest
rates and invested cash. The Company made  acquisitions  with the Initial Public
Offering proceeds in 1998 which decreased  invested cash during the three months
ended March 31, 1999 compared to the quarter ended March 31, 1998.


Liquidity and Capital Resources

     Cash and cash  equivalents  were $11.1  million as of March 31,  1999,  and
$19.7 million at March 31, 1998.  Cash flows  provided by  operations  were $1.7
million for the three  months  ended March 31, 1999 versus $1.5  million of cash
flow used in operations for the three months ended March 31, 1998. Cash provided
by operations for the three months ended March 31, 1999 was primarily the result
of an increase in accounts  payable due to the Company  improving  management of
vendor credit.

     The Company's managed services and staff augmentation  segments of business
are not capital intensive, and expenditures in any given year are ordinarily not
significant.  The Company expects to incur capitalized costs associated with the
enhancement  of existing  and  development  of new system  modules for its MC400
healthcare software during the remainder of 1999.

     The Company  currently has a $10.0 million  revolving credit agreement (the
"Agreement") with a commercial bank. Advances under the Agreement are limited to
80% of certain eligible  accounts  receivable of the Company.  Based on eligible
receivables  as of March 31,  1999,  OAOT had the entire $10  million  available
under the Agreement.  The Company is required to maintain certain  financial and
other  covenants under the Agreement with which it was in compliance as of March
31, 1999. As of March 31, 1999 there were no  outstanding  borrowings  under the
Agreement.

     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 is negotiating to renew the
Agreement,  which expires on May 31, 1999. OAOT believes that the Agreement will
be renewed or replaced  and that  additional  bank credit  would be available to
fund such operating and capital  requirements if the Company's cash needs expand
more rapidly than  expected.  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 bank credit or debt
or equity  financing  will be available  to the Company on terms and  conditions
acceptable to the Company, if at all.


                                       13
<PAGE>


Impact of the Year 2000 (Y2K) Issue

     The Company  recognizes the need to ensure that its operations  will not be
adversely  impacted  by Y2K  failures.  This  problem  is a result  of  computer
programs  having been written using two digits  (rather than four) to define the
applicable  year.  Any  information  technology  ("IT")  systems  that have time
sensitive  software may recognize a date using "00" as the year 1900 rather than
the year 2000, which could result in miscalculations and system failures.  As of
March 31,  1999,  the Company has  surveyed  all of its  business  and  critical
systems, and plans for replacement of non-compliant  equipment and software have
been put in place.  The Company is also in the process of  obtaining  compliance
certificates from its third party vendors.  The cost of the replacement  systems
is estimated at approximately $75,000, scheduled to be incurred during the first
nine months of 1999 in the normal course of business.  The Company is developing
a written contingency plan regarding the effect, if any, should any of its third
party vendors fail to deliver Y2K compliance.

     Based on its efforts to date,  the Company  believes that the vast majority
of both its IT and its non-IT  systems,  including  all critical  and  important
systems,  will remain up and running after  January 1, 2000.  At this time,  the
Company believes that the most likely  "worst-case"  scenerio involves potential
disruptions in areas in which the Company's  operations  must rely on such third
parties whose systems may not work  properly  after January 1, 2000.  While such
failures could affect important  operations of the Company and its subsidiaries,
whether directly or indirectly,  in a significant  manner, the Company cannot at
present  estimate  either the likelihood or the potential cost of such failures.
Additionally,  there  can be no  assurance  that the Year  2000  will not have a
material  adverse  effect on the  Company's  financial  position  of  results of
operations.

     The nature  and focus of the  Company's  efforts  to address  the year 2000
problem may be revised  periodically as new issues are identified.  In addition,
it  is  important  to  note  that  the  description  of  the  Company's  efforts
necessarily involves estimates and projections with respect to activities in the
future.  The estimates and  projections are subject to change as work continues,
and such changes may be substantial.


Quantitative and Qualitative Disclosures about Market Risks

     The Company  conducts  business  in foreign  countries,  primarily  Canada.
Foreign currency transaction gains and losses were not material to the Company's
results of operations  for the three months ended March 31, 1999 and 1998.  OAOT
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


----------
(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.



                                     OAO Technology Solutions, Inc.
                                     (Registrant)

Date:    May 14, 1999                By: 
                                     -----------------------------
                                     Gregory A. Pratt
                                     President and Chief Executive Officer

Date:    May 14, 1999                By: 
                                     -----------------------------
                                     J. Jeffrey Fox
                                     Vice President and Chief Financial Officer







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