May 16, 2005

By Facsimile ((703) 773-5072) and U.S. Mail

Edwin M. Martin, Jr., Esq.
DLA Piper Rudnick Gray Cary
1775 Wiehle Avenue, Suite 400
Reston,  VA 20190

	Re:	PEC Solutions, Inc.
		Schedules 14D-9 filed April 27, 29, and May 3 and 9,
		2005

Dear Mr. Martin:

	We have the following comments on the above-referenced
filings.

Schedules 14D-9 filed April 27 and 29, 2005

1. The April 27 and April 29 filings bear an incorrect EDGAR
header identification tag.  Please confirm that the registrant
understands its preliminary communications should have been filed
under cover of Schedule 14D-9-C and that communications subsequent
to or that otherwise amend the solicitation/recommendation statement
will appear, as they did on May 9th, under cover of Schedule 14D-9/A.

2. With respect to the April 27 and April 29 filings, we note that
the legend required under Instruction 3 to Rule 14d-9(a)(2) is not
included.  To the extent your communications are delivered to
security holders, please confirm that in future communications you
will include the legend.

Schedule 14D-9 filed May 3, 2005

The Solicitation or Recommendation - Background - Page 3

3. Please provide us a supplemental copy of any written materials
presented by JPMorgan to your board, including any presented on
April 22.

The Solicitation or Recommendation - Reasons - Page 8

4. Please describe briefly the "risks attendant to achieving the
goals of PEC`s strategic plan."

5. Please explain the registrant`s use of brackets in the second
Line of paragraph 7 in this section or remove the brackets, as
necessary.

6. The disclosure indicates that the board, in determining whether
or not to approve the offer and the merger, considered factors.
Item 1012(b) of Regulation M-A, however, specifically requires that
reasons be cited to explain why the board is making a favorable
recommendation.  Please revise this section to clarify which of
the enumerated factors are in fact reasons, not simply factors or
benefits, in support of the board`s decision to recommend the
offer to security holders. RC:

Annex I

7. We note that you provided the information required by Rule 14f-1
as an annex to the Schedule 14D-9 but did not file it separately
on Edgar.  Please tell us what consideration you gave to filing the
document on Edgar using the header tag "SC14F1."  Refer to the
Edgar Filer Manual, which is available on our website at www.sec.gov.

Closing Information

      Please amend your filing promptly to comply with our
comments. If you do not agree with a comment, please tell us why in
your response.  If the information you provide in response to our
comments materially changes the information that you have already
provided to unit holders, disseminate the revised materials in a
manner reasonably calculated to inform them of the new information.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require
for an informed decision.  Since the bidder is in possession of all
facts relating to its disclosure, it is responsible for the accuracy
and adequacy of the disclosures it has made.

	In connection with responding to our comments, please
provide, in writing, a statement from the registrant acknowledging
that:

* the registrant is responsible for the adequacy and accuracy of
the disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

* the registrant may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of the Division of Corporation Finance in our review of your filing
or in response to our comments on your filing.

      Please direct any questions to me at (202) 551-3619 or, in
my absence, to Nicholas Panos, Special Counsel, at (202) 551-3266.
You may also contact me via facsimile at (202) 772-9203.  Please send
all correspondence to us at the following ZIP code: 20549-0303.

					Sincerely,




					Daniel F. Duchovny
					Attorney-Advisor
					Office of Mergers & Acquisitions