WASHINGTON, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                                 Date of Report:

                                January 20, 2004


                             Avatech Solutions, Inc.
                         -----------------------------
               (Exact Name of Registrant as Specified in Charter)

                                    Delaware
                         -----------------------------
                 (State or Other Jurisdiction of Incorporation)


                 001-31265                          84-1035353
                 ---------------------------------------------
         (Commission File Number)          IRS Employer Identification No.

          11400 Cronridge Drive, Suite A, Owings Mills, Maryland 21117
                 ---------------------------------------------
          Address of Principal Executive Offices               (Zip Code)


                                 (410) 581-8080
                         -----------------------------
                         (Registrant's telephone number)






Item 5.  Other Events

          Reference is made to the press  release  issued by the  Registrant  on
January 20, 2004,  the text of which is attached  hereto as Exhibit 99.1,  for a
description of the event reported pursuant to this Form 8-K.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits
         -----------------------------
(c) Exhibits: The following exhibits are filed as part of this Current Report:

         99.1     Press Release dated January 20, 2004.

                                   SIGNATURES
                         -----------------------------

          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 thereunto duly authorized.

Date:  January 21, 2004                     Avatech Solutions, Inc.



                                            By:    /s/ Beth O. MacLaughlin
                                               ---------------------------------
                                               Beth O. MacLaughlin
                                               Chief Financial Officer and
                                               Principal Accounting Officer





                                                                    Exhibit 99.1

                                Avatech Solutions, Inc. - Corporate Headquarters
                                                         11400-A Cronridge Drive
                                                          Owings Mills, MD 21117
                                                             phone: 410-902-6900
                                                               fax: 410-902-8324
                                                        www.avatechsolutions.com


FOR IMMEDIATE RELEASE

                  Avatech Solutions Closes Private Placement of
                Series D Convertible Preferred Stock And Warrants

BALTIMORE,  MARYLAND  - January  20,  2004 -  Avatech  Solutions,  Inc.  (OTCBB:
AVSO.OB),  the recognized  leader in design and  engineering  technology for the
manufacturing,  building design and engineering markets, announced it has closed
a  private  placement  of stock  purchase  warrants  and  Series  D  Convertible
Preferred  stock.  Avatech  raised a total of $778,522 in the sale of  1,297,537
shares of  preferred  stock and  warrants  to purchase  1,730,049  shares of the
company's common stock. 16 investors participated in the offering, including the
company's  Chairman of the Board, W. James Hindman,  and Capstone  Ventures SBIC
L.P., an affiliate of Board member Eugene Fischer. Proceeds of the offering will
be used for working capital and to fund the company's expansion strategy.

"We are extremely  pleased by the response to this  preferred  stock  offering,"
said Avatech CEO,  Scotty Walsh.  "It is a reflection  of renewed  confidence by
these  investors in the execution of our strategic  business plan and our return
to  profitability."

About Avatech  Solutions

Avatech Solutions,  Inc. (OTCBB: AVSO.OB) is the recognized leader in design and
engineering  technology  with  unparalleled  expertise  in  CAD  software,  data
management and process optimization for the manufacturing, engineering, building
design and  facilities  management  industries.  Headquartered  in Owings Mills,
Maryland, the company specializes in software integration, standards development
and  deployment,  education  and technical  support.  Avatech is one the largest
integrators of Autodesk  software  worldwide and a leading  provider of SMARTEAM
PLM  solutions.  The company  serves  18,000  clients  worldwide  including  the
industry  leaders  from  Fortune  500  and  Engineering  News  Record's  Top 100
companies. Visit http://www.avatechsolutions.com for more information.


This press release contains  forward-looking  statements about the expectations,
beliefs, plans, intentions and strategies of Avatech Solutions, Inc. There are a
number of important factors that could cause actual results to differ materially
from those  anticipated  by any  forward-looking  information.  A description of
risks and uncertainties attendant to Avatech and its industry, and other factors
that could affect Avatech's financial results, are included in

Avatech Solutions' Closes Series D Preferred Stock Offering/ Page 2

Avatech's Securities and Exchange Commission filings, including, but not limited
to, the annual  report on Form 10-K for the year ended June 30, 2003,  the Proxy
Statement  filed on October 10, 2003 in connection  with  Avatech's  2003 annual
shareholder  meeting,  the  quarterly  report on Form 10-Q for the quarter ended
September 30, 2003, and the current report on Form 8-K filed with the Securities
and Exchange  Commission on November 17, 2003.  Investors and  shareholders  may
obtain a free copy of the documents  filed by Avatech  Solutions,  Inc. with the
Commission at the Commission's  web site at www.sec.gov.  The documents also may
be obtained  for free by  directing a request to Melody  Craigmyle,  Director of
Corporate Communications at 410-581-8080 or email
MCraigmyle@avatechsolutions.com.


All brand names, product names, or trademarks belong to their respective
holders.

                                      ###

Media Contacts:
Melody Craigmyle
Avatech Solutions, Inc.
Phone +1 (410) 581 8080
Fax +1 (410) 581 8088
mcraigmyle@avatechsolutions.com