~~UNITED STATES~~ SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant to~~PURSUANT ~~Section~~TO SECTION 13 ofOR 15 (d) ofOF ~~the~~THE SECURITIES ~~Securities~~EXCHANGE ~~Exchange~~ACT ~~Act~~OF of 1934

Date of Report: ~~April~~ 20June 1, 2004

(Date of earliest event reported): May 28, 2004

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

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

DELAWARE
(State or other jurisdiction of incorporation)

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

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

Registrant’s telephone number, including area code: (703) 679-4900

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)

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.

On June 1,2004, PEC Solutions, Inc. (~~703~~“PEC”) ~~469-4900~~announced ~~(Registrant’s~~it ~~telephone~~had ~~number,~~acquired ~~including~~all ~~area~~the ~~code~~issued and outstanding stock of Integrated Information Technology Corp. (“IITC”) in a transaction that closed on May 28, 2004.

~~Item~~Under 7.the ~~FINANCIAL~~terms ~~STATEMENTS~~of ~~AND~~the Stock ~~EXHIBITS~~Purchase Agreement (cas defined below), ~~Exhibits~~the aggregate purchase price for the transaction was $33.0 million in cash, subject to certain adjustments, and the assumption of certain key employee retention liabilities of up to $2.0 million. A portion of the purchase price has been placed in escrow. PEC funded this acquisition with cash-on-hand. The purchase price was determined based on arm’s length negotiations among the parties.

99.1		Press release dated April 20, 2004, announcing results for the quarter ended March 31, 2004.
Item 9.		REGULATION FD DISCLOSURE

IITC, based in Denver, Colorado, is a leading provider of specialized engineering and networking services to government customers, primarily the U.S. Air Force.

~~This~~The ~~Form~~summary ~~8-K~~of ~~furnishes~~the ~~information~~transaction ~~required~~described ~~under~~above ~~Items~~is 9qualified by reference to the Stock Purchase Agreement by and 12among PEC, IITC, the stockholders of IITC, and Francisco Garcia as the ~~Form~~Stockholder ~~8-K.~~Representative, ~~See~~dated ~~Item~~May 1228, ~~below~~2004 (the “Stock Purchase Agreement”) and the press release announcing the acquisition dated June 1, 2004, which are each attached as exhibits hereto and incorporated by reference herein.

~~Item~~ITEM 127. ~~RESULTS~~FINANCIAL OFSTATEMENTS ~~OPERATIONS~~ AND ~~FINANCIAL CONDITION~~EXHIBITS.

~~This Form 8-K furnishes~~(a) Financial ~~information required under Items 9 and 12 of Form 8-K~~Statements.

On April 20, 2004, PEC Solutions, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2004, a copy which is attached hereto as Exhibit 99.1. The Company will hold a conference call at 5:30 p.m. EST on which they will discuss financial results. Individuals who wish to be on the call should use the following dial-in numbers:N/A

United States		800-915-4836
International		973-317-5319

(b) Pro Forma Financial Information.

N/A digitized replay of the call will be available until May 4, 2004, at 800-428-6051 in the United States and for international callers at 973-709-2089. The access code is 348016. A streaming audio playback of the conference call will also be available on the Company’s web site at www.pec.com.

The foregoing information 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(c) Exhibits. under the Securities Act of 1933 or the Securities Exchange Act of 1934. Further, the foregoing information contains forward-looking information within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and is subject to the safe harbor created by those sections.

~~SIGNATURES~~2.1 Stock Purchase Agreement by and among PEC Solutions, Inc., Integrated Information Technology Corp., the stockholders of Integrated Information Technology Inc. and Francisco Garcia as Stockholder Representative, dated May 28, 2004. Pursuant to Item 601(b)(2) of Regulation S-K, the exhibits and schedules to the Stock Purchase Agreement are omitted. A list of such exhibits and schedules appears in the table of contents to the Stock Purchase Agreement.

~~Pursuant~~99 Press Release todated ~~the requirements of the Securities Exchange Act of 1934~~June 1, ~~the~~ ~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~2004.

		PEC SOLUTIONS, INC.
		(Registrant)
Date:	April 20, 2004	By:	/s/ STUART R. LLOYD
			Stuart R. Lloyd
			Senior Vice President and Chief Financial Officer

2SIGNATURES

~~EXHIBIT~~Pursuant ~~INDEX~~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.

99.1 Press release dated April 20, 2004, announcing results for the quarter ended March 31, 2004.*

		PEC SOLUTIONS, INC.

Date: June 1, 2004	By:	/s/ Stuart R. Lloyd
		Stuart R. Lloyd
		Chief Financial Officer, Senior Vice President and Director (Principal Financial Officer and Accounting Officer)

* 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.3

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