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SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

FILED BY THE REGISTRANT [x] FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]

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Check the appropriate box:
[ ] Preliminary Proxy Statement
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

Atlantic Data Services, Inc.
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(Name of Registrant as Specified In Its Charter)

Atlantic Data Services, Inc.
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(Name of Person(s) Filing Proxy Statement)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

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ATLANTIC DATA SERVICES, INC.
ONE BATTERYMARCH PARK
QUINCY, MA 02169

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 26, 2001

To the Stockholders of Atlantic Data Services, Inc.:

Notice is hereby given that the Annual Meeting of Stockholders of Atlantic
Data Services, Inc., a Massachusetts corporation (the "Company"), will be held
at 8:30 a.m., local time, on Thursday, July 26, 2001, at the Boston College
Club, 100 Federal Street, Boston, Massachusetts, to consider and act upon the
following proposals:

1. To elect two directors to Class III of the Company's Board of
Directors, each to serve for a term of three years or until
his successor is elected and qualified.

2. To ratify the selection of the firm of PricewaterhouseCoopers
LLP, independent public accountants, as auditors for the
fiscal year ending March 31, 2002.

3. To transact such other business as may properly come before
the meeting or any postponements or adjournments thereof.

Only stockholders of record at the close of business on June 21, 2001 are
entitled to notice of and to vote at the meeting.

All stockholders are cordially invited to attend the meeting in person. To
ensure your representation at the meeting, however, you are urged to mark, sign,
date and return the enclosed proxy card as promptly as possible in the enclosed
postage-prepaid envelope, whether or not you plan to attend the meeting in
person. You may revoke your proxy in the manner described in the accompanying
Proxy Statement at any time before it has been voted at the Annual Meeting. Any
stockholder attending the Annual Meeting may vote in person even if he or she
has returned a proxy.

By Order of the Board of Directors,

Paul K. McGrath
Clerk

Quincy, Massachusetts
June 27, 2001

ATLANTIC DATA SERVICES, INC.
ONE BATTERYMARCH PARK
QUINCY, MA 02169

PROXY STATEMENT

June 27, 2001

This Proxy Statement is being furnished in connection with the solicitation
of proxies by the Board of Directors of Atlantic Data Services, Inc., a
Massachusetts corporation (the "Company"), for use at the Annual Meeting of the
Company's Stockholders to be held on Thursday, July 26, 2001 (the "Annual
Meeting") at 8:30 a.m., local time, at the Boston College Club, 100 Federal
Street, Boston, Massachusetts, or at any adjournments thereof. The Company's
Annual Report, which includes financial statements and Management's Discussion
and Analysis of Financial Condition and Results of Operations for the fiscal
year ended March 31, 2001, is being mailed together with this Proxy Statement to
all stockholders entitled to vote at the Annual Meeting. This Proxy Statement
and form of proxy will be mailed to stockholders on or about June 27, 2001.

Only stockholders of record at the close of business on June 21, 2001 (the
"Record Date") will be entitled to notice of, and to vote at, the Annual Meeting
or an adjournment thereof. As of the Record Date, an aggregate of 13,023,126
shares of Common Stock, $.01 par value per share (the "Common Stock"), of the
Company were issued and outstanding. The holders of Common Stock are entitled to
one vote per share on any proposal presented at the Annual Meeting. Stockholders
may vote in person or by proxy. Execution of a proxy will not in any way affect
a stockholder's right to attend the Annual Meeting and vote in person. Any proxy
may be revoked by the person giving it at any time before its exercise by (1)
filing with the Clerk of the Company, before the taking of the vote at the
Annual Meeting, a written notice of revocation bearing a later date than the
proxy, (2) duly executing a later dated proxy relating to the same shares and
delivering it to the Clerk of the Company before the taking of the vote at the
Annual Meeting, (3) submitting a revocation notice to the Clerk of the Company
by telephone or the Internet, in accordance with the instructions on the
enclosed proxy or (4) attending the Annual Meeting and voting in person
(although attendance at the Annual Meeting will not in and of itself constitute
a revocation of a proxy). Any written notice of revocation or subsequent proxy
not submitted via telephone or the Internet should be sent so as to be delivered
to Atlantic Data Services, Inc., One Batterymarch Park, Quincy, MA 02169,
Attention: Clerk, at or before the taking of the vote at the Annual Meeting.

The representation in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote at the Annual Meeting is
necessary to establish a quorum for the transaction of business at the Annual
Meeting. Votes withheld from any nominee for director, abstentions and broker
"non-votes" are counted as present or represented for purposes of determining
the presence or absence of a quorum. A "non-vote" occurs when a broker holding
shares for a beneficial owner votes on one proposal, but does not vote on
another proposal because, in respect of such other proposal, the broker does not
have discretionary voting power and has not received instructions from the
beneficial owner.

In the election of Class III Directors, the two nominees receiving the
highest number of affirmative votes of the shares present or represented and
entitled to vote at the Annual Meeting shall be elected as Class III Directors.
On all other matters being submitted to stockholders, the affirmative vote of a
majority of shares present, in person or represented by proxy, and voting on
each such matter is required for approval. An automated system administered by
the Company's transfer agent tabulates the votes. The vote on each matter
submitted to stockholders is tabulated separately. Abstentions are included in
the number of shares present or represented and voting on each matter. Broker
"non-votes" are not considered voted for the particular matter and have the
effect of reducing the number of affirmative votes required to achieve a
majority for such matter by reducing the total number of shares from which the
majority is calculated.

The persons named as attorneys-in-fact in the proxies were selected by the
Board of Directors and are officers and/or directors of the Company. All
properly executed proxies returned in time to be counted at the Annual Meeting
will be voted. Any stockholder giving a proxy has the right to withhold
authority to vote for any individual nominee to the Board of Directors by
writing that nominee's name in the space provided on the proxy. In addition to
the election of two Class III Directors, the stockholders will consider and vote
upon a proposal to ratify the selection of auditors, as further described in
this Proxy Statement. All shares represented by proxies will be voted in
accordance with the stockholders' instructions, and if no choice is specified,
the shares represented by proxies will be voted in favor of the matters set
forth in the accompanying Notice of Annual Meeting.

The Board of Directors knows of no other matter to be presented at the
Annual Meeting. If any other matter should be presented at the meeting upon
which a vote may properly be taken, shares represented by all proxies received
by the Board of Directors will be voted with respect thereto in accordance with
the judgment of the persons named as attorneys in the proxies.

SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of the Record Date: (i) the name of each
person who is known by the Company to own beneficially more than 5% of the
outstanding shares of Common Stock; (ii) the name of each director or nominee
for director of the Company; (iii) the name of each executive officer of the
Company named in the Summary Compensation Table set forth below; and (iv) the
number of shares beneficially owned by each such person and all directors,
nominees for director and executive officers of the Company as a group and the
percentage of the outstanding shares represented thereby.

Amount and
Nature Percent
Name and Address of Beneficial Owner (1) of Ownership(2) of Class(3)
---------------------------------------- --------------- -----------

Principal Stockholders:

General Atlantic Partners, LLC (4).............................. 3,125,080 24.0%
c/o General Atlantic Service Corporation, 3 Pickwick Plaza,
Greenwich, CT 06830

Named Officers:

Robert W. Howe (5).............................................. 2,086,740 16.0
William H. Gallagher (6)........................................ 2,161,740 16.6
Paul K. McGrath (7)............................................. 130,000 *
Peter A. Cahill (8)............................................. 449,000 3.4
Paul James Lynch (9)............................................ 171,500 *

Directors:

David C. Hodgson (4) ........................................... 3,125,080 24.0
Lee M. Kennedy (10)............................................. 1,000,000 7.7
George F. Raymond (11).......................................... 42,000 *
Richard D. Driscoll ............................................ 25,000 *

All directors and executive officers
as a group (10 persons)(12)........................................ 9,213,060 67.7

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* Less than one percent of the outstanding Common Stock.

(1) Unless otherwise indicated, the address for each beneficial owner is
c/o Atlantic Data Services, Inc., One Batterymarch Park, Quincy, MA 02169.

(2) The persons named in the table have sole voting and investment power with
respect to all shares shown as beneficially owned by them, except as
noted in the footnotes below.

(3) Applicable percentage ownership as of the Record Date is based upon
13,023,126 shares of Common Stock outstanding. Beneficial ownership is
determined in accordance with the rules of the Securities and Exchange
Commission (the "Commission") and includes voting and investment power
with respect to shares. Shares of Common Stock subject to options
currently exercisable or exercisable within 60 days after the Record

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Date ("presently exercisable stock options") are deemed outstanding for
computing the percentage ownership of the person holding such options,
but are not deemed outstanding for computing the percentage ownership of
any other person.

(4) Consists of 3,104,080 shares of Common Stock owned by General Atlantic
Partners II, L.P. ("GAP II") and 21,000 shares of Common Stock owned by
GAP Coinvestment Partners, L.P. ("GAPCO"). The general partner of GAP II
is General Atlantic Partners, LLC ("GAP LLC"), and the managing members
of GAP LLC are also the general partners of GAPCO. Mr. Hodgson is a
managing member of GAP LLC and a general partner of GAPCO. Mr. Hodgson
disclaims beneficial ownership of such shares except to the extent of his
pecuniary interest therein. The address of GAP II, GAP LLC, GAPCO and Mr.
Hodgson is c/o General Atlantic Service Corporation, 3 Pickwick Plaza,
Greenwich, Connecticut 06830.

(5) Includes 147,330 shares held by the Howe Family Limited Partnership (the
"Howe FLP"). Mr. Howe disclaims beneficial ownership of these shares
except to the extent of his proportionate pecuniary interest therein,
which interest is a 1% general partnership interest. On January 24, 2001,
the Howe FLP transferred an aggregate of 75,000 shares in three 25,000
increments to each of Stephanie P. Howe, Jennifer E. Howe and Christopher
R. Howe, who are members of the Howe FLP. These shares were transferred
without consideration. In addition, on January 24, 2001, the Howe FLP
transferred 1,530 shares, without consideration, to Mr. Howe, who has
sole voting and investment power of such shares. Does not include 66,060
shares held by Stephen A. Hurwitz, a partner in Testa, Hurwitz &
Thibeault, LLP, general counsel to the Company, as Trustee of the Robert
W. Howe Grantor Retained Annuity Trust (the "Howe GRAT"). Mr. Howe
retains the right to an annual annuity payment from this trust payable in
each of 2001 and 2002, which may result in certain of the 66,060 shares
being returned to him. On February 21, 2001, Mr. Howe received 131,857
shares as an annuity payment from the Howe GRAT without consideration.

(6) Includes 223,860 shares held by the Gallagher Family Limited Partnership.
Mr. Gallagher disclaims beneficial ownership of these shares except to
the extent of his proportionate pecuniary interest therein, which
interest is a 1% general partnership interest. Does not include 66,060
shares held by Stephen A. Hurwitz as Trustee of the William H. Gallagher
Grantor Retained Annuity Trust (the "Gallagher GRAT"). Mr. Gallagher
retains the right to an annual annuity payment from this trust payable in
each of 2001 and 2002, which may result in certain of the 66,060 shares
being returned to him. On March 15, 2001, Mr. Gallagher received 131,857
shares as an annuity payment from the Gallagher GRAT without
consideration.

(7) Includes 100,000 shares of Common Stock issuable upon exercise of
presently exercisable stock options granted pursuant to the Company's
Amended and Restated 1997 Incentive Stock Option Plan (the "1997 Plan").

(8) Includes 193,000 shares of Common Stock issuable upon exercise of
presently exercisable stock options granted pursuant to the Company's
Amended and Restated 1992 Incentive Stock Option Plan and 60,000 shares
of Common Stock issuable upon exercise of presently exercisable stock
options granted pursuant to the 1997 Plan. Also includes 100,000 shares
held by the Peter and Andrea Cahill Family Limited Partnership. Mr.
Cahill has shared voting and investment power with his spouse with
respect to such shares. Mr. Cahill disclaims beneficial ownership of such
shares except to the extent of his proportionate pecuniary interest
therein, which interest is a 1% general partnership interest held by each
of Mr. Cahill and his spouse.

(9) Includes 160,000 shares of Common Stock issuable upon exercise of
presently exercisable stock options granted pursuant to the 1997 Plan.
Also includes 10,000 shares of Common Stock held by the Paul James Lynch
Revocable Trust (the "PJ Lynch Trust") and 1,400 shares of Common Stock
held by the Prisca Lynne Lynch Revocable Trust (together with the PJ
Lynch Trust, the "Lynch Trusts"). Mr. Lynch has shared voting and
investment power with his spouse with respect to the shares of Common
Stock held by the Lynch Trusts. Mr. Lynch disclaims beneficial ownership
of these shares except to the extent of his proportionate pecuniary
interest therein.

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(10) Does not include 20,000 shares held by Mary Elizabeth Kennedy and
Jennifer C. Snyder, and their successors, as Trustees of the Lee M.
Kennedy 1997 Irrevocable Trust f/b/o Eugene Kennedy dated November 6,
1997; 20,000 shares held by Mary Elizabeth Kennedy and Jennifer C.
Snyder, and their successors, as Trustees of the Lee M. Kennedy 1997
Irrevocable Trust f/b/o Lee Michael Kennedy dated November 6, 1997; and
20,000 shares held by Mary Elizabeth Kennedy and Jennifer C. Snyder, and
their successors, as Trustees of the Lee M. Kennedy 1997 Irrevocable
Trust f/b/o Shaila Kennedy dated November 6, 1997.

(11) Consists of 42,000 shares of Common Stock issuable upon exercise of
presently exercisable stock options granted pursuant to the Company's
Amended and Restated 1992 Incentive Stock Option Plan.

(12) Includes 575,000 shares of Common Stock issuable upon exercise of
presently exercisable stock options. See footnotes 7, 8, 9 and 11.

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PROPOSAL 1

ELECTION OF DIRECTORS

The Board of Directors is currently fixed at six members. The Company's
Second Amended and Restated Articles of Organization divides the Company's Board
of Directors into three classes. The members of each class of directors serve
for staggered three-year terms. All directors will hold office until their
successors have been duly elected and qualified or until their earlier
resignation or removal.

The Board of Directors has nominated and recommended that Messrs. George F.
Raymond and Robert W. Howe, who are currently serving as Directors of the
Company, be elected Class III Directors, to hold office until the Annual Meeting
of Stockholders to be held in 2004 or until their respective successors are duly
elected and qualified. Shares represented by all proxies received by the Board
of Directors and not so marked as to withhold authority to vote for the nominees
will be voted FOR the election of both nominees. The Board of Directors knows of
no reason why any such nominee should be unable or, for good cause, unwilling to
serve, but if such should be the case, proxies will be voted for the election of
some other person or for fixing the number of directors at a lesser number.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE "FOR" THE NOMINEES LISTED BELOW

Director's Name and Term
Year Director First Position(s) with Expires at Annual Class
Became a Director the Company Meeting Held in of Director
------------------- ---------------- ----------------- -----------

Nominees:

George F. Raymond .............. Director 2001 III
1991

Robert W. Howe ................. Chief Executive Officer and 2001 III
1980 Chairman of the Board

Continuing Directors:

David C. Hodgson ............... Director 2002 I
1988

Richard D. Driscoll............. Director 2002 I
1998

Lee M. Kennedy ................. Director 2003 II
1980

William H. Gallagher............ President, Chief Operating 2003 II
1980 Officer, Assistant Clerk and
Director

OCCUPATIONS OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth for each Class III nominee to be elected at
the Annual Meeting, the current Class I Directors and Class II Directors who
will continue to serve as directors beyond the Annual Meeting, and the executive
officers of the Company, their ages and current positions with the Company as of
the date of the Annual Meeting:

Name Age Position
---- --- --------

Robert W. Howe ................. 54 Chief Executive Officer and Chairman of the Board

William H. Gallagher............ 53 President, Chief Operating Officer, Assistant Clerk and Director

Paul K. McGrath................. 55 Senior Vice President, Finance and Administration, Treasurer,
Chief Financial Officer and Clerk

Peter A. Cahill................. 47 Executive Vice President, Business Development

Paul James Lynch................ 39 Executive Vice President, Corporate Development

Erik C. Golz.................... 40 Senior Vice President and Director of Operations

David C. Hodgson (1) (2)........ 44 Director

Lee M. Kennedy (1).............. 67 Director

George F. Raymond (2)........... 64 Director

Richard D. Driscoll (1)......... 70 Director

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(1) Member of Audit Committee.
(2) Member of Compensation Committee.

Robert W. Howe has been Chief Executive Officer and Chairman of the
Board of Directors of the Company since January 1994 and a Director since March
1980. From March 1980 to January 1994, Mr. Howe served as President of the
Company, and he served as Treasurer of the Company from March 1980 to July 1991.
Prior to forming the Company in March 1980 with Mr. Gallagher, Mr. Howe served
as Executive Vice President of Savings Management Computer Corporation, a bank
service bureau. Mr. Howe is also a director of Cognizant Technology Solutions
and the chairman of the board of trustees of Boston College High School. Mr.
Howe received his B.A. from Boston College.

William H. Gallagher has been President and Chief Operating Officer of
the Company since January 1994 and a Director since March 1980. From March 1980
to January 1994, Mr. Gallagher served as Executive Vice President and Clerk of
the Company. Prior to forming the Company in March 1980 with Mr. Howe, Mr.
Gallagher served as Vice President of Savings Management Computer Corporation.
Mr. Gallagher attended Harvard University Extension School.

Paul K. McGrath has been Senior Vice President, Finance and
Administration, and Chief Financial Officer of the Company since January 1998
and Treasurer and Clerk since October 1998. Prior to joining the Company, Mr.
McGrath served as Vice President, Chief Financial Officer and Treasurer of
Pivotpoint, Inc., an enterprise resource planning software company, from
December 1995 to January 1998. From April 1990 to January 1995, Mr. McGrath
served as Vice President, Chief Financial Officer and Treasurer of Bachman
Information Systems, Inc., a public software company in the computer aided
software engineering industry. Mr. McGrath is a Certified Public Accountant and
received his M.S. from Northeastern University and his B.A. from St. Anselm
College.

Peter A. Cahill has been Executive Vice President, Business Development
since October 2000. Prior to his transition into Business Development, Mr.
Cahill served as Executive Vice President and Director of Operations of the
Company from October 1995 to October 2000. From April 1992 to October 1995, Mr.
Cahill served as Senior Vice President of Operations of the Company, and from
April 1989 to April 1992, Mr. Cahill served as Vice President of Operations.

Mr. Cahill also served in a number of technical positions at the Company from
April 1980 to April 1989. Prior to joining the Company in April 1980, Mr. Cahill
served as Senior Technician at Savings Management Computer Corporation. Mr.
Cahill attended Bridgewater State College.

Paul James Lynch has been Executive Vice President, Corporate
Development since October 2000. Mr. Lynch joined the Company in October 1998 as
Senior Vice President, Corporate Development, and served as Executive Vice
President, Business Development from August 1999 to October 2000. Prior to
joining the Company, Mr. Lynch served as Director of Commercial Operations
(Monaco) and Director of Programs at Global Telesystems Group from January 1997
to October 1998. From August 1994 to January 1997, Mr. Lynch served as Director
of Programs and from August 1992 to August 1994 as Senior Program Manager at GTE
Spacenet. Prior to 1992, Mr. Lynch served as a Senior Pentagon Staff Officer in
the United States Air Force. Mr. Lynch received his M.S. from the Massachusetts
Institute of Technology, his M.B.A. from the Wharton School at the University of
Pennsylvania and completed his undergraduate education at the U.S. Air Force
Academy.

Erik C. Golz has been Senior Vice President, Operations since joining
the Company in May 2000. Prior to joining the Company, Mr. Golz was Executive
Vice President of the Financial Services Division at Logica, a London-based
international computer consultancy and systems integration company from May 1998
to April 2000. From May 1996 to May 1998, Mr. Golz was a Client Partner at AT&T
Solutions. From February 1994 to April 1996, Mr. Golz was a Senior Manager with
A.T. Kearney/EDS and from July 1992 to December 1994, Mr. Golz was Vice
President, Business Development at First Data Corporation/The Shareholder
Services Group. Mr. Golz received his B.A. in Marketing from Northeastern
University.

David C. Hodgson has been a director of the Company since July 1988. He is
a managing member of General Atlantic Partners, LLC ("GAP LLC"), a private
equity firm that invests globally in software, services and related information
technology companies, and has been with GAP LLC since 1982. Mr. Hodgson serves
as a director of ProBusiness Services, Inc., a payroll and HR services
outsourcing company; Proxicom, a leading developer of mission-critical Internet
solutions; and Screaming Media, a developer of proprietary technology for the
aggregation and distribution of digital content over the Internet. Mr. Hodgson
holds an A.B. Degree from Dartmouth College and an M.B.A. Degree from Stanford
University.

Lee M. Kennedy has been a director of the Company since March 1980. Mr.
Kennedy served as President of Lee Kennedy Co., Inc., a general contracting
company, from February 1978 until July 1995, and has served as Chairman and
Chief Executive Officer since August 1995. Mr. Kennedy attended Curry College
and the Boston Architectural Center.

George F. Raymond has been a director of the Company since April 1991.
Mr. Raymond retired as the President and Founder of Automatic Business Centers,
Inc. in 1990. Mr. Raymond is also a director of BMC Software, Inc. and Docucorp
International, Inc. Mr. Raymond received his B.A. from the University of
Massachusetts.

Richard D. Driscoll has been a director of the Company since February
1998. Mr. Driscoll served as President and Chief Executive Officer of the
Massachusetts Bankers Association from November 1990 to January 1997. From April
1987 to January 1990, Mr. Driscoll served as the Chairman and Chief Executive
Officer of The Bank of New England, N.A. Mr. Driscoll is also a director of
Hillview Investment Trust and the Massachusetts Business Development
Corporation. Mr. Driscoll received his M.B.A. from Harvard Business School and
his A.B. from Boston College.

Executive officers of the Company are elected on an annual basis by the
Board of Directors to serve at the pleasure of the Board of Directors and until
their successors have been duly elected and qualified.

THE BOARD OF DIRECTORS AND ITS COMMITTEES

The Board of Directors met four (4) times during the fiscal year ended
March 31, 2001. The Board of Directors has a standing Audit Committee and a
standing Compensation Committee.

The Audit Committee of the Board of Directors, of which Messrs. Kennedy,
Hodgson and Driscoll are currently members, is responsible for supervising the
Company's independent auditors, assisting the Board of Directors in fulfilling
its oversight responsibilities on matters relating to accounting, financial
reporting, internal control, auditing, regulatory compliance and other matters
as the Board of Directors or the Audit Committee deems appropriate. The Board of
Directors has adopted a written charter with respect to the Audit Committee's
roles and responsibilities. A copy of the

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charter is attached as Appendix A to this Proxy Statement. The Audit Committee
met four (4) times during the year ended March 31, 2001. See "Audit Committee
Report."

The Compensation Committee of the Company, which determines the
compensation of the Company's senior management and administers the Company's
stock plans, met once during the fiscal year ended March 31, 2001 and acted by
unanimous written consent eight (8) times during the fiscal year ended March 31,
2001. Messrs. Raymond and Hodgson are the current members of the Compensation
Committee. During the fiscal year ended March 31, 2001, each of the Company's
directors attended at least 75% of the total number of meetings of the Board of
Directors and all committees of the Board of Directors on which he served.

AUDIT COMMITTEE REPORT

This report is submitted by the Audit Committee of the Board of Directors
(the "Audit Committee"), which reviewed with the Company's independent
accountants, PricewaterhouseCoopers LLP (who are responsible for expressing an
opinion on the conformity of the Company's audited financial statements with
generally accepted accounting principles) and management of the Company the
annual financial statements and independent accountants' opinion, reviewed the
results of the audit of the Company's financial statements by the independent
accountants, recommended the retention of the independent accountants to the
Board of Directors and reviewed the Company's accounting policies and internal
accounting and financial controls. The Audit Committee is currently comprised of
Messrs. Kennedy, Hodgson and Driscoll, three non-employee directors of the
Company; and, aside from being a director of the Company, each is otherwise
independent of the Company (as independence is defined in Rule 4200(a) (15) of
the listing standards of the National Association of Securities Dealers).

The Audit Committee oversees the Company's financial reporting process on
behalf of the Board of Directors. Management has the primary responsibility for
the financial statements and the reporting process, including the systems of
internal controls. In fulfilling its oversight responsibilities, the Audit
Committee reviewed the audited financial statements in the Company's Annual
Report on Form 10-K for the year ended March 31, 2001, with the management of
the Company, including a discussion of the quality, not just the acceptability,
of the accounting principles, the reasonableness of significant judgments and
the clarity of disclosures in the financial statements. In meetings with the
Company's independent accountants, with and without management present, the
Audit Committee reviewed with the independent accountants the overall scope and
plans for their audit, their judgments as to the quality, not just the
acceptability, of the Company's accounting principles, the results of their
examinations, their evaluations of the Company's internal controls, the overall
quality of the Company's financial reporting and such other matters as are
required to be discussed with the Audit Committee under generally accepted
auditing standards.

The Audit Committee has reviewed the audited financial statements of the
Company at March 31, 2001 and for each of the two prior years ended March 31,
and has discussed them with both the management of the Company and the Company's
independent accountants. The Audit Committee has also discussed with the
independent accountants the matters required to be discussed by Statement on
Auditing Standards No. 61, "Communications with Audit Committees", as amended.
The Audit Committee has received from the Company's independent accountants a
formal written statement describing all relationships between the accountants
and the Company that might bear on the accountants' independence consistent with
Independence Standards Board Standard No. 1, "Independence Discussions with
Audit Committees", as currently in effect, and has discussed with
PricewaterhouseCoopers LLP any relationships that may impact their objectivity
and independence and satisfied itself as to the accountants' independence. Based
on its review of the financial statements and these discussions, the Audit
Committee concluded that it would be reasonable to recommend, and on that basis
did recommend, to the Board of Directors that the audited financial statements
be included in the Company's annual Report on Form 10-K for the fiscal year
ended March 31, 2001 for filing with the Securities and Exchange Commission.

Respectfully Submitted by the
Audit Committee:

Lee M. Kennedy
David C. Hodgson
Richard D. Driscoll

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COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS

Executive Compensation Summary

The following table sets forth the annual and long-term compensation of the
Company's Chief Executive Officer and each of the Company's four other most
highly compensated executive officers (collectively, the "Named Executive
Officers") for fiscal years ended March 31, 2001, 2000 and 1999.

SUMMARY COMPENSATION TABLE

Long-Term
Compensation
-------------
Annual Compensation(1) Awards
------------------------------------------------------- -------------
Other Securities All
Annual Underlying Other
Compensation Options(2) Compensation
Name and Principal Position Year Salary($) Bonus($) ($) (# of Shares) ($)(1)(3)
- -------------------------------- ---- --------- --------- ------------- ------------- -------------

Robert W. Howe................. 2001 $350,000 $ 61,250 $87,195(4) -- $5,250
Chief Executive Officer and 2000 350,000 131,250 97,634 -- 4,958
Chairman of the Board 1999 350,000 175,000 74,308 -- 5,000

William H. Gallagher........... 2001 350,000 61,250 96,661(4) -- 5,250
President and Chief 2000 350,000 131,250 93,586 -- 4,958
Operating Officer 1999 350,000 175,000 58,603 -- 5,000

Paul K. McGrath................ 2001 200,000 35,000 -- -- 5,240
Senior Vice President, 2000 200,000 75,000 -- -- 4,997
Finance and Administration, 1999 175,000 90,625 -- 60,000(5) 4,425
and Chief Financial Officer

Peter A. Cahill................ 2001 260,000 45,500 -- -- 4,812
Executive Vice President, 2000 260,000 97,500 -- -- 4,604
Business Development 1999 260,000 130,000 -- 60,000(5) 4,874

Paul James Lynch............... 2001 260,000 45,500 -- -- 4,413
Executive Vice President, 2000 260,000 90,000 -- 60,000(5) 4,809
Corporate Alliances 1999 91,666 50,000 -- 120,000(5) 1,250

- ------------

(1) In accordance with the rules of the Securities and Exchange Commission,
other compensation in the form of perquisites and other personal benefits,
securities or property has been omitted for certain Named Executive
Officers because such perquisites and other personal benefits, securities
or property constituted in the aggregate less than the lesser of $50,000
or 10% of such persons' salary and bonus shown in the table. Bonuses are
reported in the fiscal year earned, even if paid in a subsequent fiscal
year.

(2) The Company did not grant any restricted stock awards or stock
appreciation rights or make any long term incentive plan payouts to the
Named Executive Officers during the fiscal years ended March 31, 2001,
2000 and 1999.

(3) Represents matching contributions paid by the Company on behalf of the
Named Executive Officers under the Company's 401(k) Plan.

(4) The Company provides a leased vehicle and automobile insurance to Messrs.
Howe and Gallagher. The total cost to the Company for the automobile lease
and insurance in fiscal 2001 was $17,178 for Mr. Howe and $22,197 for Mr.
Gallagher. The Company also paid $20,573 on behalf of Mr. Howe and $14,813
on behalf of Mr. Gallagher for certain financial consulting, legal and tax
services provided to Messrs. Howe and Gallagher in fiscal 2001. Further,
the Company paid federal taxes on behalf of Mr. Howe and Mr. Gallagher of
$38,924 and $43,149, respectively, in fiscal 2001.

(5) Granted pursuant to the Company's Amended and Restated 1997 Stock Plan.

9
12

OPTION GRANTS IN LAST FISCAL YEAR

During the fiscal year ended March 31, 2001 the Company did not grant any
stock options or stock appreciation rights to the Named Executive Officers.

AGGREGATE OPTION EXERCISES AND YEAR-END VALUES

The following table sets forth certain information with respect to options
exercised in fiscal year 2001 by the Named Executive Officers, the value
realized upon such exercises, and the value of options held by such officers at
the fiscal year end based upon the closing price of the Company's Common Stock
on March 31, 2001.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES

Number of Securities Value of Unexercised,
Underlying Unexercised In-the-Money
Options/SARs Options at
at Fiscal Year End Fiscal Year End ($)(1)
----------------------------------- ---------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------

Robert W. Howe -- -- -- --
William H. Gallagher -- -- -- --
Paul K. McGrath 100,000 20,000 N/A N/A
Peter A. Cahill 253,000 20,000 330,995 N/A
Paul James Lynch 160,000 20,000 N/A N/A

- -----------------
(1) Amounts calculated by subtracting the exercise price of the options from
the fair market value of the underlying Common Stock as quoted on The
Nasdaq Stock Market of $2.6250 per share on March 31, 2001, multiplied by
the number of shares underlying the options, and do not reflect amounts
that may be actually received by the Named Executive Officers upon exercise
of options.

EMPLOYMENT ARRANGEMENTS

The Company has entered into employment agreements (the "Agreements") with
each of its Named Executive Officers. The Agreements set forth the base salaries
of each such executive officer and such officer's entitlement to participate in
the Company's standard benefits package generally available for all other
officers of the Company similarly situated. Generally, these officers are
entitled to a cash severance payment upon termination by the Company of their
employment without "cause" or upon termination by the officer of his employment
for any reason following a "change of control" (as defined in the Agreements).
Such lump-sum severance payment is equal to 12 months' salary at the officer's
then current base rate, payable in the same manner as such salary was payable
during the period of such employee's employment. In addition, upon a change of
control, the Company is obligated to continue the employee's health benefits for
a 12-month period from the date of such change of control.

The Agreements also include certain restrictive covenants for the benefit
of the Company relating to non-disclosure by the officer of the Company's
confidential business information and the Company's right to inventions and
technical improvements made by the officer. The Agreements also contain a
provision prohibiting the officer from soliciting employees or customers of the
Company for a period of two years after any termination of the officer's
employment.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

This report is submitted by the Compensation Committee. The Compensation
Committee during fiscal year 2001 was comprised of Messrs. Raymond and Hodgson,
both of whom are non-employee directors. Pursuant to authority delegated by the
Board of Directors, the Compensation Committee is responsible for reviewing and
administering the Company's stock plans and reviewing and approving compensation
matters concerning the executive officers, employees and consultants of the
Company.

10
13

Overview and Philosophy. The Company uses its compensation program to
achieve the following objectives:

- To provide compensation that attracts, motivates and retains the
talented, high caliber officers and employees to achieve the Company's
strategic objectives, as determined by the Board of Directors.

- To align the interest of officers with the success of the Company.

- To align the interest of officers with stockholders by including
long-term equity incentives.

- To increase the long-term profitability of the Company and,
accordingly, increase stockholder value.

Compensation under the executive compensation program is comprised of cash
compensation in the form of base salary, annual cash incentive bonuses, and
long-term incentive awards in the form of stock option grants. It is the
Compensation Committee's objective to have a portion of each officer's cash
compensation contingent upon the achievement of specific predetermined corporate
objectives as well as upon each officer's individual level of performance. In
addition, the compensation program includes various other benefits, including
medical and insurance plans, the Company's 401(k) Plan, and the 1998 Employee
Stock Purchase Plan, which plans are generally available to all employees of the
Company.

The principal factors which the Compensation Committee considered with
respect to each officer's compensation package for the fiscal year ended March
31, 2001 are summarized below. The Compensation Committee may, however, in its
discretion, apply different or additional factors in making decisions with
respect to executive compensation in future years.

Base Salary. Compensation levels for each of the Company's officers,
including the Chief Executive Officer, are generally set within the range of
salaries that the Compensation Committee believes are paid to officers with
comparable qualifications, experience and responsibilities at similar companies.
In setting compensation levels, the Compensation Committee takes into account
such factors as (i) the Company's past performance and future expectations, (ii)
individual performance and experience and (iii) past salary levels. The
Compensation Committee does not assign relative weights or rankings to these
factors, but instead makes a determination based upon the consideration of all
of these factors as well as the progress made with respect to the Company's
long-term goals and strategies.

Fiscal 2001 base salaries were determined by the Compensation Committee
after considering the base salary level of the officers in prior years, and
taking into account for each officer the amount of base salary as a component of
total compensation. Base salary, while reviewed annually, is only adjusted as
deemed necessary by the Compensation Committee in determining total compensation
for each officer. Base salary levels for each of the Company's officers, other
than the Chief Executive Officer, were also based in part upon evaluations and
recommendations made by the Chief Executive Officer.

Bonus Compensation. For fiscal 2001, performance objectives were set on a
quarterly basis. Bonus compensation for executives is based on the Company's
achievement of predetermined corporate objectives.

Long-Term Incentive Compensation. The Compensation Committee believes that
stock option participation aligns officers' interests with those of the
stockholders. In addition, the Compensation Committee believes that equity
ownership by officers helps to balance the short-term focus of annual incentive
compensation with a longer-term view and may help to retain key executive
officers. Long-term incentive compensation, in the form of stock options, allows
the officers to share in any appreciation in the value of the Company's Common
Stock. The Committee generally grants options that become exercisable over a
four-year period as a means of encouraging executives to remain with the Company
and promote its success. The Company has also granted options which vest in
equal annual installments over three years. In general, the Compensation
Committee awards executives of the Company stock options with exercise prices
equal to the market price of the Common Stock on the date of grant. As a result,
executives will benefit from these stock option grants only to the extent that
the price of the Company's Common Stock increases and the Company's stockholders
have also benefited.

When establishing stock option grant levels, the Compensation Committee
considers general corporate performance, the Chief Executive Officer's
recommendations, level of seniority and experience, existing levels of stock
ownership, previous grants of stock options, vesting schedules of outstanding
options and the current stock price.

It is the standard policy of the Company to grant an initial stock option
grant to executive officers at the time they commence employment consistent with
the number of options granted to executive officers within and without the
industry at similar levels of seniority. In addition, the Compensation Committee
may from time-to-time make performance-based grants as it deems appropriate. In
making such performance-based grants, the Compensation Committee considers
individual contributions to the Company's financial, operational and strategic
objectives.

While it has been the philosophy of the Compensation Committee to grant
options to the executive officers, Messrs. Howe and Gallagher have not received
equity compensation due to their levels of stock ownership.

Other Benefits. The Company also has various broad-based employee benefit
plans. Executive officers participate in these plans on the same terms as
eligible, non-executive employees, subject to any legal limits on the amounts
that may be contributed or paid to executive officers under these plans. The
Company offers a stock purchase plan, under which employees may purchase Common
Stock at a discount, and a 401(k) plan, which allows employees to invest in a
wide array of funds on a pre-tax basis. The Company also maintains insurance and
other benefit plans for its employees, including executive officers of the
Company.

Chief Executive Officer Compensation. For the fiscal years ended March 31,
2001 and 2000, the Company's Chief Executive Officer, Robert W. Howe, received a
base salary of $350,000. The base salary is believed by the Committee to be
consistent with the range of salary levels received by executives in a similar
capacity in companies of comparable size and stage of development. Mr. Howe
received bonus compensation of $61,250, which was awarded to set Mr. Howe's
total compensation package at a level commensurate with that of other executives
in an equivalent position, with an equivalent level of responsibility,
experience and importance to the Company.

Deductibility of Executive Compensation. In general, under Section 162(m)
of the Internal Revenue Code of 1986, as amended (the "Code"), the Company
cannot deduct, for federal income tax purposes, compensation in excess of
$1,000,000 paid to any of the Named Executive Officers. This deduction
limitation does not apply, however, to compensation that constitutes "qualified
performance-based compensation" within the meaning of Section 162(m) of the Code
and the regulations promulgated thereunder. The Company has considered the
limitations on deductions imposed by Section 162(m) of the Code, and it is the
Company's present intention that, for so long as it is consistent with its
overall compensation objective, substantially all tax deductions attributable to
executive compensation will not be subject to the deduction limitations of
Section 162(m) of the Code.

Respectfully Submitted by the
Compensation Committee:

George F. Raymond
David C. Hodgson

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Messrs. Raymond and Hodgson, both non-employee directors, comprise the
Compensation Committee of the Board of Directors. No person who served as a
member of the Compensation Committee was, during the fiscal year ended March 31,
2001, an officer or employee of the Company, was formerly an officer of the
Company, or had any relationship requiring disclosure herein. No executive
officer of the Company served as a member of the compensation committee (or
other committee performing equivalent functions or, in the absence of any such
committee, the entire board of directors) of another entity, one of whose
executive officers served as a director of the Company.

COMPENSATION OF DIRECTORS

Directors who are not employees of the Company, who currently consist of
Messrs. Kennedy, Hodgson, Raymond and Driscoll, receive an annual retainer fee
of $10,000 and a fee of $750 for attending regular meetings of the Board of
Directors and for meetings of any committees of the Board of Directors on which
they serve, if such meetings are held separately. Directors are also reimbursed
for reasonable out-of-pocket expenses incurred in attending such meetings.
Outside Directors are also eligible for participation in the 1997 Plan.

STOCK PERFORMANCE GRAPH

The following graph compares the percentage change in the cumulative total
stockholder return on the Company's Common Stock during the period from the
Company's initial public offering on May 21, 1998 through March 31, 2001, with
the cumulative total return of the Nasdaq Market Index and a SIC Index that
includes organizations in the Company's Standard Industrial Classification code
number 7374, Services - Computer Processing & Data Preparation ("SIC Index").
The comparison assumes $100 was invested on May 21, 1998 at the $13.00 initial
offering price in the Company's Common Stock and in each of the foregoing
indices and assumes dividends, if any, were reinvested.

Comparison of Cumulative Total Return Among Atlantic Data Services, Inc.,
Nasdaq Market Index and SIC Index(1)(2)

[performance graph]

Fiscal Year Ending
------------------------------------------------
5/22/1998 3/31/1999 3/31/2000 3/31/2001
--------- --------- --------- ---------

Atlantic Data Services, Inc. 100.00 31.86 86.27 20.59
SIC Index 100.00 291.98 184.50 29.54
Nasdaq Market Index 100.00 139.69 257.24 105.88

(1) Prior to May 21, 1998 the Company's Common Stock was not publicly traded.
Comparative data is provided only for the period since that date. This graph
is not "soliciting material," is not deemed filed with the Securities and
Exchange Commission and is not to be incorporated by reference in any filing
of the Company under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, whether made before or after
the date hereof and irrespective of any general incorporation language in
any such filing.

(2) The stock price information shown on the graph is not necessarily
indicative of future price performance. Information used on the graph was
obtained from Media General Financial Services, a source believed to be
reliable, but the Company is not responsible for any errors or omissions in
such information.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company has contracted with the J. Barry Driscoll Insurance Agency for
insurance coverage for certain of the Company's executive officers and for
certain corporate policies. J. Barry Driscoll, the Chairman of the Board of
Directors of J. Barry Driscoll Insurance Agency, is the brother of Richard D.
Driscoll, a Director of the Company. The aggregate cost of the insurance
coverage provided through the J. Barry Driscoll Insurance Agency to the Company
in fiscal 2001 was $57,351.

The Company believes the transactions set forth above were made on terms no
less favorable to the Company than would have been obtained from unaffiliated
third parties. The Company has a policy whereby all transactions between the
Company and its officers, directors and affiliates will be on terms no less
favorable to the Company than could be obtained from unaffiliated third parties
and will be approved by a majority of the disinterested members of the Board of
Directors.

PROPOSAL 2
RATIFICATION OF SELECTION OF AUDITORS

Subject to ratification by the stockholders, the Board of Directors has
selected the firm of PricewaterhouseCoopers LLP, independent certified
accountants, to serve as auditors for the fiscal year ending March 31, 2002. It
is expected that a member of the firm of PricewaterhouseCoopers LLP will be
present at the Annual Meeting with an opportunity to make a statement if so
desired and will be available to respond to appropriate questions from the
Company's stockholders. The ratification of this selection is not required under
the laws of the Commonwealth of Massachusetts, where the Corporation is
incorporated, but the results of this vote will be considered by the Board of
Directors in selecting auditors for future fiscal years.

INDEPENDENT AUDITORS FEES

The Company retained PricewaterhouseCoopers LLP ("PWC") to audit the
consolidated financial statements for fiscal 2001. The aggregate fees billed for
professional services by PWC in fiscal 2001 for these services were:

Audit Fees: $75,250 for services rendered for the annual audit of the
Company's consolidated financial statements for 2001 and the quarterly reviews
of the financial statements included in the Company's Form 10-Q.

Tax Fees: $27,150 for services rendered to the Company for the preparation
of the Company's Federal and State income tax return for 2001.

All Other Fees: The aggregated fees billed by PWC for services other than
those described above for the fiscal year ended March 31, 2001 were $12,480.

The Company's Audit Committee has determined that the provision of the
services provided by PWC as set forth herein are compatible with maintaining
PWC's independence.

Although the Company expects to continue to retain PWC for audit services,
the Company's managers make all management decisions and are responsible for
establishing and maintaining the Company's system of internal accounting
controls.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A
VOTE "FOR" THE RATIFICATION OF THIS SELECTION

15
18

16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and holders of more than 10% of the Company's Common
Stock (collectively, the "Reporting Persons") to file with the Securities and
Exchange Commission initial reports of ownership and reports of changes in
ownership of Common Stock of the Company. Such persons are required by
regulations of the Commission to furnish the Company with copies of all such
filings. Based solely on its review of the copies of such filings received by it
with respect to the period ended March 31, 2001, the Company believes that all
Reporting Persons complied with Section 16(a) filing requirements in the period
ended March 31, 2001, with the exception of one late Form 4 filing for Mr.
Driscoll.

STOCKHOLDER PROPOSALS

Proposals of stockholders intended to be presented at the Annual Meeting of
Stockholders for the fiscal year ended March 31, 2002 must be received no later
than the close of business on March 2, 2002 at the Company's principal executive
offices in order to be included in the Company's proxy statement for that
meeting. In order to curtail controversy as to the date on which a proposal was
received by the Company, it is suggested that proponents submit their proposals
by Certified Mail, Return Receipt Requested to Atlantic Data Services, Inc., One
Batterymarch Park, Quincy, Massachusetts 02169, Attention: Clerk.

Under the Company's by-laws, stockholders who wish to make a proposal at
the Annual Meeting of Stockholders for the fiscal year ended March 31, 2002,
other than one that will be included in the Company's proxy materials, must
notify the Company no earlier than the close of business on April 27, 2002 and
no later than May 27, 2002. If a stockholder who wishes to present a proposal
fails to notify the Company by May 28, 2002, the stockholder would not be
entitled to present the proposal at the meeting. If, however, notwithstanding
the requirements of the Company's by-laws, the proposal is brought before the
annual meeting of stockholders, then under the proxy rules of the Securities and
Exchange Commission (the "SEC"), the proxies solicited by management with
respect to the next annual meeting of stockholders will confer discretionary
voting authority with respect to the stockholder's proposal on the persons
selected by management to vote the proxies. If a stockholder makes a timely
notification, the persons appointed as proxies may still exercise discretionary
voting authority under circumstances consistent with the SEC's proxy rules.

INCORPORATION BY REFERENCE

To the extent that this Proxy Statement has been or will be specifically
incorporated by reference into any filing by the Company under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, the
sections of the Proxy Statement entitled "Audit Committee Report," "Compensation
Committee Report on Executive Compensation" and "Stock Performance Graph" shall
not be deemed to be so incorporated, unless specifically otherwise provided in
any such filing.

EXPENSES AND SOLICITATION

All costs of solicitation of proxies will be borne by the Company. In
addition to solicitations by mail, certain of the Company's directors, officers
and regular employees, without additional remuneration, may solicit proxies in
person or by telephone or telegraph. Brokers, custodians and fiduciaries will be
requested to forward proxy soliciting material to the owners of stock held in
their names, and the Company will reimburse them for their reasonable
out-of-pocket costs. Solicitation by officers and employees of the Company may
also be made of some stockholders in person or by mail, telephone or telegraph
following the original solicitation.

The contents and the sending of this Proxy Statement has been approved by
the Board of Directors of the Company.

APPENDIX A

AUDIT COMMITTEE CHARTER

A. PURPOSE AND SCOPE

The primary function of the Audit Committee (the "Committee") of the Board
of Directors of Atlantic Data Services, Inc. (the "Corporation") is to assist
the Board of Directors in fulfilling its responsibilities by reviewing: (i) the
financial reports provided by the Corporation to the Securities and Exchange
Commission ("SEC"), the Corporation's shareholders or to the general public, and
(ii) the Corporation's internal financial and accounting controls.

B. COMPOSITION

The Committee shall be comprised of a minimum of three directors as
appointed by the Board of Directors, who shall meet the independence and audit
committee composition requirements under any rules or regulations of The Nasdaq
National Market, as in effect from time to time, and shall be free from any
relationship that, in the opinion of the Board of Directors, would interfere
with the exercise of his or her independent judgment as a member of the
Committee.

All members of the Committee shall either (i) be able to read and
understand fundamental financial statements, including a balance sheet, cash
flow statement and income statement, or (ii) be able to do so within a
reasonable period of time after appointment to the Committee. At least one
member of the Committee shall have employment experience in finance or
accounting, requisite professional certification in accounting, or other
comparable experience or background which results in the individual's financial
sophistication, including being or having been a chief executive officer, chief
financial officer or other senior officer with financial oversight
responsibilities.

The Board may appoint one member who does not meet the independence
requirements set forth above and who is not a current employee of the
Corporation or an immediate family member of such employee if the Board, under
exceptional and limited circumstances, determines that membership on the
Committee by the individual is required in the best interests of the Corporation
and its shareholders. The Board shall disclose in the next proxy statement after
such determination the nature of the relationship and the reasons for the
determination.

The members of the Committee shall be elected by the Board of Directors at
the meeting of the Board of Directors following each annual meeting of
stockholders and shall serve until their successors shall be duly elected and
qualified or until their earlier resignation or removal. Unless a Chair is
elected by the full Board of Directors, the members of the Committee may
designate a Chair by majority vote of the full Committee membership.

C. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties the Committee shall:

DOCUMENT REVIEW

1. Review and assess the adequacy of this Charter periodically as conditions
dictate, but at least annually (and update this Charter if and when
appropriate).

2. Review with representatives of management and representatives of the
independent accounting firm the Corporation's audited annual financial
statements prior to their filing as part of the Annual Report on Form 10-K.
After such review and discussion, the Committee shall recommend to the
Board of Directors whether such audited financial statements should be
published in the Corporation's Annual Report on Form 10-K. The Committee
shall also review the Corporation's quarterly financial statements prior to
their inclusion in the Corporation's quarterly SEC filings on Form 10-Q.

3. Take steps designed to insure that the independent accounting firm reviews
the Corporation's interim financial statements prior to their inclusion in
the Corporation's quarterly reports on Form 10-Q.

INDEPENDENT ACCOUNTING FIRM

4. Recommend to the Board of Directors the selection of the independent
accounting firm, and approve the fees and other compensation to be paid to
the independent accounting firm. The Committee shall have the ultimate
authority and responsibility to select, evaluate and, when warranted,
replace such independent accounting firm (or to recommend such replacement
for shareholder approval in any proxy statement).

5. On an annual basis, receive from the independent accounting firm a formal
written statement identifying all relationships between the independent
accounting firm and the Corporation consistent with Independence Standards
Board ("ISB") Standard 1. The Committee shall actively engage in a dialogue
with the independent accounting firm as to any disclosed relationships or
services that may impact its independence. The Committee shall take, or
recommend that the Board of Directors take, appropriate action to oversee
the independence of the independent accounting firm.

6. On an annual basis, discuss with representatives of the independent
accounting firm the matters required to be discussed by Statement on
Auditing Standards ("SAS") 61, as it may be modified or supplemented.

7. Meet with the independent accounting firm prior to the audit to review
the planning and staffing of the audit.

8. Evaluate the performance of the independent accounting firm and recommend
to the Board of Directors any proposed discharge of the independent
accounting firm when circumstances warrant. The independent accounting firm
shall be ultimately accountable to the Board of Directors and the
Committee.

FINANCIAL REPORTING PROCESSES

9. In consultation with the independent accounting firm and management, review
annually the adequacy of the Corporation's internal financial and
accounting controls.

COMPLIANCE

10. To the extent deemed necessary by the Committee, it shall have the
authority to engage outside counsel and/or independent accounting
consultants to review any matter under its responsibility.

REPORTING

11. Prepare, in accordance with the rules of the SEC as modified or
supplemented from time to time, a written report of the audit committee to
be included in the Corporation's annual proxy statement for each annual
meeting of stockholders occurring after December 14, 2000.

While the Audit Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Audit Committee to plan or conduct audits or
to determine that the Corporation's financial statements are complete and
accurate and are in accordance with generally accepted accounting principles.

A-2

21
ATLANTIC DATA SERVICES, INC.
C/O EQUISERVE
P.O. BOX 9398
BOSTON, MA 02205-9398

DETACH HERE

[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF
EACH OF THE DIRECTOR NOMINEES LISTED FOR PROPOSAL (1) AND A VOTE FOR PROPOSAL
(2).

1. To elect two (2) directors to Class III of the Company's Board of
Directors, each to serve for a term of three years or until his successor is
elected and qualified.

NOMINEES: (01) George F. Raymond and (02) Robert W. Howe

FOR ALL NOMINEES WITHHELD FROM ALL NOMINEES
[ ] [ ]

____________________________________________________________________________
INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided above.

2. To ratify the selection of the firm of PricewaterhouseCoopers LLP,
independent public accountants, as auditors for the fiscal year ending March 31,
2002.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]

3. To transact such other business as may properly come before the meeting
or any postponements or adjournments thereof.

MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED "FOR" THE ELECTION OF EACH OF THE DIRECTOR NOMINEES LISTED HEREIN AND
"FOR" PROPOSAL (2).

Please mark, sign and date this proxy card and promptly return it in the
envelope provided. No postage necessary if mailed within the United States.

Signature: ________________ Date: _______ Signature: _____________ Date: _______

DETACH HERE

PROXY

ATLANTIC DATA SERVICES, INC.

ONE BATTERYMARCH PARK
QUINCY, MA 02169

THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS

The undersigned holder of Common Stock of Atlantic Data Services, Inc., a
Massachusetts corporation (the "Company"), hereby appoints Robert W. Howe and
William H. Gallagher, and each of them, as proxies for the undersigned, each
with full power of substitution, for and in the name of the undersigned to act
for the undersigned and to vote, as designated on the reverse side of this proxy
card, all of the shares of Common Stock of the Company that the undersigned is
entitled to vote at the Company's 2001 Annual Meeting of Stockholders, to be
held on Thursday, July 26, 2001, at 8:30 a.m., local time, at the Boston College
Club, 100 Federal Street, Boston, Massachusetts 02110, and at any postponements
or adjournments thereof.

PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED
- ----------- -----------
SEE REVERSE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
- ----------- -----------