UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 of 15 (d) of the Securities Exchange Act of 1934

Date of Report: ~~February~~ June 231, 2005 (Date of earliest event reported)

(PEC SOLUTIONS INC LOGO)

~~(Date of~~PEC ~~earliest~~Solutions, ~~event reported)~~Inc.

~~PEC SOLUTIONS, INC.~~ (Exact name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~charter)

Delaware	000-30271	54-1339972
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
12730 Fair Lakes Circle, Fairfax, VA		22033
(Address of principal executive offices)		(Zip Code)

DELAWARE
(State or other jurisdiction of incorporation)


000-30271 (Commission File No.)		54-1339972 (IRS Employer Identification No.)

12730 Fair Lakes Circle
Fairfax, Virginia 22033
(Address of principal executive offices and zip code)

(703) 469-4900
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CGR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 2		FINANCIAL INFORMATION
Item 2.02		Results of Operations and Financial Condition

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

~~This Form~~Item ~~8-K~~5.01 ~~furnishes~~Change ~~information~~of ~~required~~Control ~~under Items 2, 7 and 9~~ of ~~Form 8-K.~~Registrant

On ~~February~~May 233, 2005, ~~PEC~~PS ~~Solutions~~Merger Sub, Inc. ~~issued~~, a ~~press~~Delaware ~~release~~corporation ~~announcing~~(“Purchaser”) ~~its~~and ~~financial~~a ~~results~~wholly ~~for~~owned subsidiary ~~the~~of ~~quarter~~Nortel ~~ended~~Networks ~~December 31~~Inc., ~~2004~~ a Delaware corporation (“Nortel”), commenced a ~~copy~~tender ~~which~~offer isto purchase ~~attached~~all ~~hereto~~of asthe ~~Exhibit~~outstanding ~~99.1. The~~shares ~~Company~~of ~~will~~the ~~hold~~common stock of PEC Solutions, Inc., a ~~conference~~Delaware corporation ~~call~~(the “Company”) at ~~5:30~~ pa purchase price of $15.m.50 ~~EST~~per onshare ~~February 23~~(the “Offer Price”), ~~2005~~net to seller in cash, onupon ~~which~~the ~~they~~terms ~~will~~and ~~discuss~~subject ~~financial~~to the conditions set forth in the Offer to Purchase, ~~results. Individuals~~dated ~~who~~May 3, ~~wish~~2005 (the “Offer to bePurchase”) onand the related Letter of Transmittal (which, together with any amendments or supplements to the ~~call~~Offer ~~should~~to ~~use~~Purchase and the ~~following~~Letter ~~dial-in~~of ~~numbers:~~Transmittal, collectively, constitute the “Offer”).

United States and Canada		877-709-8150
International and local		201-689-8354

On June 1, 2005, Nortel announced the successful completion of the tender offer, reporting that approximately 26,693,725 shares of the Company’s common stock (representing 96.6% of the issued and outstanding shares) had been tendered in the Offer. Those shares validly tendered and not properly withdrawn before the expiration of the Offer have been accepted for payment by Nortel.

~~The~~ Also ~~call~~on isJune 1, ~~being~~2005, ~~webcast~~in ~~simultaneously~~accordance towith the terms of the Agreement and Plan of Merger by and ~~public~~among ~~through~~Nortel, aPurchaser ~~link~~and onthe Company, dated April 25, 2005 (the ~~PEC~~“Merger ~~Investor~~Agreement”), ~~Relations~~Nortel directed ~~site~~that atthe ~~www~~Company make certain changes in the composition of the Company’s Board of Directors.~~pec.com. The~~ ~~webcast~~By iswritten ~~also~~consent ~~being~~dated ~~distributed~~June 1, ~~through~~2005, the Board of Directors of the Company accepted the ~~Thomson~~resignations ~~StreetEvents~~of ~~network~~the atfollowing ~~www~~Board members effective June 1, 2005: Alan H.~~fulldisclosure~~ Harbitter, Stuart R.~~com~~ ~~for~~Lloyd, ~~individual~~Frank ~~investors~~J. Carr, B. Gary Dando, R. Jerry Grossman, John W. Melchner and atZimri ~~www~~C.~~streetevents~~ Putney.~~com~~ The ~~for~~written ~~institutional~~consent also (a) added two individuals designated by Nortel to the Company’s Board of ~~investors~~Directors: Mary Cross and Stephen Szeremeta, and (b) reduced the size of the Board of Directors to four members, with each action effective as of June 1, 2005.

AItem ~~digitized~~5.02 ~~replay~~Departures of ~~the~~Directors ~~call~~or ~~will~~Principal beOfficers; ~~available until~~Election ~~March 2,~~of ~~2005,~~Directors; atAppointment ~~877-660-6853 in the United States/Cananda and for international/local callers at 201-612-7415. The replay account number is 6857, and the conference ID is 128836. A streaming audio playback~~ of ~~the~~Principal ~~conference call will also be available on the Company’s web site at www.pec.com.~~Officers

SECTION 7		REGULATION FD
Item 7.01		Regulation FD Disclosure
This Form 8-K furnishes information required under Items 2, 7 and 9 of the Form 8-K. See Section 2 above.

The description provided in Item 5.01 above is hereby incorporated by reference.

SECTION 9		FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01		Financial Statements and Exhibits
99.1		Press release dated February 23, 2005, announcing results for the quarter ended December 31, 2004.

SIGNATURES

~~The~~Pursuant ~~foregoing~~to ~~information is furnished with this Current Report on Form 8-K and is not deemed filed with~~ the ~~Securities~~requirements ~~and Exchange Commission and is not incorporated by reference in any filing~~ of ~~PEC Solution, Inc. under~~ the Securities ~~Act of 1933 or the Securities~~ Exchange Act of 1934~~. Further~~, the ~~foregoing~~Registrant ~~information~~has ~~contains~~duly ~~forward-looking~~caused ~~information~~this ~~within~~report ~~the~~to ~~meaning~~be ofsigned ~~Section 27A~~on ofits ~~the~~behalf ~~Securities~~by ~~Act of 1933 and Section 21E of~~ the ~~Securities~~undersigned ~~Exchange~~hereunto ~~Act~~duly ~~of 1934, and is subject to the safe harbor created by those sections~~authorized.

SIGNATURES


	PEC Solutions, Inc. (Registrant)
Date: June 3, 2005	By:	/s/ PETER A. FISH
		Peter A. Fish
		Vice President, General Counsel and Assistant Secretary

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

EXHIBIT INDEX

99.1 Press release dated February 23, 2005, announcing results for the quarter ended December 31, 2004.*

* This exhibit is furnished with this Current Report on Form 8-K and is not deemed filed with the Securities and Exchange Commission and is not incorporated by reference in any filing of PEC Solution, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

PEC SOLUTIONS, INC.

(Registrant)

February 23, 2005

/s/ STUART R. LLOYD

Stuart R. Lloyd

Senior Vice President and Chief Financial Officer

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