SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

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 [  ]

Check the appropriate box:

AMERICAN MANAGEMENT SYSTEMS, INCORPORATED

N/A

Payment of Filing Fee (Check the appropriate box):

AMERICAN MANAGEMENT SYSTEMS, INCORPORATED

4050 Legato Road
Fairfax, Virginia 22033

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

     NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of AMERICAN MANAGEMENT SYSTEMS, INCORPORATED will be held at 4050 Legato Road, Fairfax, Virginia 22033 on Friday, June 7, 2002, at 10:00 a.m. local time, for the following purposes:

     To elect six (6) directors to hold office until the next Annual Meeting of Stockholders of American Management Systems, Incorporated and until their successors are elected and qualified;

     To approve two (2) amendments to the 1996 Amended Stock Option Plan F; and

     To transact such other business as may properly come before the meeting or any adjournment(s) or postponement(s) thereof.

     Only stockholders of record at the close of business on April 19, 2002, will be entitled to notice of, and to vote at, the meeting or any adjournment(s) or postponement(s) thereof.

     Stockholders are cordially invited to attend the meeting in person. IF YOU WILL NOT BE ABLE TO ATTEND THE MEETING IN PERSON, PLEASE INDICATE YOUR CHOICE ON THE MATTERS TO BE VOTED UPON, DATE AND SIGN THE ENCLOSED PROXY, AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. ALTERNATIVELY, YOU MAY VOTE BY TELEPHONE AT 1-800-435-6710 OR VIA THE INTERNET AT HTTP://WWW.ePROXY.COM/AMSY. Instructions regarding telephone and Internet voting are included on the Proxy.

By Order of the Board of Directors,

Frank A. Nicolai Secretary

May 7, 2002

AMERICAN MANAGEMENT SYSTEMS, INCORPORATED
4050 Legato Road
Fairfax, Virginia 22033

PROXY STATEMENT

Annual Meeting of Stockholders
June 7, 2002

Table of Contents

GENERAL

     The enclosed Proxy is being solicited by the Board of Directors (the “Board of Directors” or the “Board”) of AMERICAN MANAGEMENT SYSTEMS, INCORPORATED (the “Corporation” or “AMS”) in connection with the annual meeting of stockholders of the Corporation to be held June 7, 2002 (the “Annual Meeting”), or any adjournment(s) or postponement(s) thereof. The entire expense of solicitation of proxies will be borne by the Corporation, except that certain expenses for Internet access will be incurred by stockholders who choose to vote over the Internet. Solicitation will be primarily by mail. However, directors, executive officers, and employees of the Corporation may also solicit by telephone, personal contact or electronic communication. The Corporation will reimburse brokers and other persons holding shares in their names, or in the names of nominees, for their expenses of sending proxy materials to beneficial owners and obtaining their proxies. It is anticipated that the Proxy Statement and Proxy first will be mailed to stockholders on or about May 7, 2002.

     Any stockholder giving a Proxy by mail, via telephone or via the Internet has the power to revoke it at any time before it is voted by giving written notice of revocation to the Secretary of the Corporation or by delivering a proxy in accordance with applicable law bearing a later date to the Secretary of the Corporation. If you attend the Annual Meeting, you may, if you wish, revoke your Proxy by voting in person. Proxies solicited herein will be voted, and if the person solicited specifies in the Proxy a choice with respect to matters to be acted upon, the shares will be voted in accordance with such specification. If no choice is indicated, the Proxy will be voted “FOR” the election of the nominees listed on pages 2 to 4 under the caption “Information Concerning Nominees for Director”; and “FOR” the approval of the amendments to the 1996 Amended Stock Option Plan F (the “Plan F Amendments”).

VOTING PROCEDURE

     As of April 19, 2002, there were outstanding 41,908,029 shares of the Corporation’s Common Stock, $0.01 par value per share (the “Common Stock”). Each share of Common Stock is entitled to one vote at the Annual Meeting. Only stockholders of record at the close of business on April 19, 2002 will be entitled to vote at the Annual Meeting.

     Votes cast in person or by Proxy at the Annual Meeting, abstentions and Broker Non-votes (as defined below) will be tabulated by the election inspectors appointed for such Meeting and will be counted for purposes of determining whether a quorum is present. Directors will be elected by the affirmative vote of the holders of a plurality of the shares present (in person or represented by Proxy) and voted on the election of directors at the Annual Meeting. The proposal to approve the Plan F Amendments and any other matter submitted to a vote at the Annual Meeting will be approved by the affirmative vote of the holders of a majority of the shares present (in person or represented by Proxy) and entitled to vote on each such matter. The election inspectors will treat abstentions on a particular matter as shares that are present and entitled to vote for purposes of determining the approval of such matter. Abstentions, therefore, will have the same effect as a vote against a particular matter. If a broker submits a Proxy indicating that it does not have discretionary authority as to certain shares to vote on a particular matter (a “Broker Non-vote”), those shares will not be treated as present and entitled to vote for purposes of determining the approval of such matter.

ELECTION OF DIRECTORS

     In April 2002, the Board of Directors voted to reduce the number of directors constituting the Board from ten members to six members. Accordingly, six directors are to be elected at the Annual Meeting, each to hold office until the next annual meeting of stockholders of the Corporation and until his or her successor is elected and qualified. The directors will be elected by the affirmative vote of the holders of a plurality of the shares present (in person or represented by Proxy) and voted on the election of directors. Unless otherwise directed, it is the intention of the persons named in the Proxy to vote such Proxy for the election of the nominees listed under the caption “Information Concerning Nominees for Director” on pages 2 to 4. In the event that any nominee should be unable to accept the office of director, which is not anticipated, it is intended that the persons named in the Proxy will vote for the election of such other person in the place of such nominee for the office of director as the Board of Directors may recommend. Descriptive information as to each nominee is set forth below under the caption “Information Concerning Nominees for Director.”

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL OF THE NOMINEES
DESCRIBED BELOW FOR ELECTION AS DIRECTORS.

INFORMATION CONCERNING NOMINEES FOR DIRECTOR

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INFORMATION CONCERNING EXECUTIVE OFFICERS

     Information concerning Alfred T. Mockett, Chairman of the Stock Option/Award Committee, Chairman of the Board and Chief Executive Officer and William M. Purdy, President and Chief Operating Officer, is set forth above under the caption “Information Concerning Nominees for Director.”

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PRINCIPAL STOCKHOLDERS

     The following table sets forth the number and percentage of outstanding shares of Common Stock beneficially owned as of April 19, 2002 by (i) each director of the Corporation, (ii) each executive officer of the Corporation, (iii) all such executive officers and directors as a group, and (iv) all persons or entities known by the Corporation to own more than 5% of the Common Stock. Unless otherwise noted below, each person and entity named in the table has sole voting and sole investment power with respect to each of the shares beneficially owned by such person or entity.

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(1)		The amount of beneficial ownership includes stock options granted to directors and executive officers which have vested and are or will become exercisable within 60 days of April 19, 2002. Accordingly, Mr. Altobello has 16,416 options vested and exercisable; Mr. Forese has 15,166 options vested and exercisable; Mr. Gross has 7,500 options vested and exercisable; Dr. Leonard has 13,333 options vested and exercisable; Mr. Lewis has 14,000 options vested and exercisable; Mr. Malek has 16,749 options vested and exercisable; Mr. Mockett has 100,000 options vested and exercisable; Ms. Morea has 15,058 options vested and exercisable; Mr. Nicolai has 7,500 options vested and exercisable; Mr. Purdy has 21,750 options vested and exercisable; Dr. Schillereff has 10,933 options vested and exercisable; Mr. Seidel has 34,000 options vested and exercisable; Mr. Spoon has 13,166 options vested and exercisable; Mr. Turner has 9,000 options vested and exercisable; and neither of Mr. Brittain nor Mr. Irvin has options that are vested and exercisable. All executive officers and directors as a group (sixteen persons) have beneficial ownership of 294,571 options vested and exercisable within 60 days of April 19, 2002.
(2)		The percentages of Common Stock were calculated to include stock options vested and exercisable. The number of shares of Common Stock was calculated as of April 19, 2002.
(3)		Indicates a director of the Corporation.
(4)		Indicates an executive officer of the Corporation.
(5)		The amount includes 64,875 shares beneficially owned by Mr. Gross’ wife. Mr. Gross disclaims beneficial ownership with respect to the shares owned by his wife, who has the sole power to vote and dispose of such shares. The amount also includes 362,310 shares jointly owned by Mr. and Mrs. Gross, who share joint power to vote and dispose of such shares. Lastly, the amount includes 55,350 shares each owned by two trusts, totaling 110,700 shares, for the benefit of Mr. Gross’ son and daughter, respectively, of which Mr. and Mrs. Gross are co-trustees. Mr. and Mrs. Gross share joint power to vote and dispose of such shares.
(6)		The amount includes 64,124 shares beneficially owned by Ms. Nicolai with respect to which she has sole voting and dispositive power. Mr. Nicolai disclaims beneficial ownership with respect to the shares owned by Ms. Nicolai.
(7)		The amount includes 5,210 shares each owned by two trusts, totaling 10,420 shares, for the benefit of Mr. Seidel’s two daughters. Mr. Seidel does not have the power to vote or dispose of any such shares, and, accordingly, disclaims beneficial ownership with respect to them.
(8)		The amount includes 3,000 shares that are jointly owned by Mr. Spoon and his spouse, who share joint power to vote and dispose of such shares.

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(9)		Based solely on the February 14, 2002 filing on Schedule 13G of Westport Asset Management, Inc. (“Westport”), it is the Corporation’s understanding that (i) Westport is a registered investment adviser and a parent holding company, (ii) Westport owns 50% of Westport Advisors LLC, which is also a registered investment advisor (“Westport LLC”), (iii) Westport has sole voting and sole dispositive power with respect to 1,051,500 of the reported shares, Westport and Westport LLC share voting power with respect to 1,829,500 of the reported shares, and Westport and Westport LLC share dispositive power with respect to 2,182,700 of the reported shares, and (iv) the reported shares do not include 12,600 shares owned in the personal securities accounts of employees of Westport and Westport LLC.
(10)		Based solely on the February 5, 2002 filing on Schedule 13G of Merrill Lynch & Co., Inc. (“ML”), it is the Corporation’s understanding that (i) ML is a registered investment adviser and a parent holding company, (ii) ML’s operating division is comprised of a number of entities, including Fund Asset Management, L.P. (“FAM”), Merrill Lynch Investment Managers Limited (“MLIM Limited”), Merrill Lynch Investment Managers, L.P. (“MLIM LP”) and QA Advisor L.L.C. (“QA”), each of which are also registered investment advisors, (iii) ML does not have sole voting or sole dispositive power with respect to any of the reported shares and (iv) ML shares voting power and dispositive power with FAM, MLIM Limited, MLIM LP and/or QA with respect to all of the reported shares.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires that the Corporation’s directors, executive officers, and persons who own more than 10% of a registered class of the equity securities of the Corporation (“reporting persons”) file with the Securities and Exchange Commission (the “Commission”) initial reports of ownership, and reports of changes in ownership, of shares of stock, and options to purchase such shares, of the Corporation. Reporting persons are required by Commission rules to furnish the Corporation with copies of all Section 16(a) reports they file.

     Based solely upon a review of Section 16(a) reports furnished to the Corporation for the fiscal year ended December 31, 2001 (the “2001 fiscal year”), and representations by reporting persons that no other reports were required for the 2001 fiscal year, all Section 16(a) reporting requirements were met, except as follows. During 2001, Alfred T. Mockett filed a Form 3 one day late.

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EXECUTIVE COMPENSATION

Summary Compensation Table

     The following table summarizes the compensation paid or accrued by the Corporation during the two fiscal years ended December 31, 2001, to the following executive officers of the Corporation (“named executive officers”). No named executive officers were executive officers of the Corporation prior to 2000.