INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:

AMERICAN MANAGEMENT SYSTEMS, INCORPORATED

N/A

Payment of Filing Fee (Check the appropriate box):

x	No fee required

o     Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:

o	Fee paid previously with preliminary materials.
o	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.

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April 9, 2003

Dear Stockholders:

      On behalf of the Board of Directors, it is my pleasure to invite you to attend the Annual Meeting of Stockholders of American Management Systems, Incorporated on Friday, May 9, 2003, at 12601 Fair Lakes Parkway, Fairfax, Virginia, 22033, at 10:00 a.m., local time.

      Details of the business to be conducted at the Annual Meeting are set forth in the attached Notice of Annual Meeting of Stockholders and Proxy Statement.

      Your vote is very important. We encourage you to read the Proxy Statement and vote your shares as soon as possible. A return envelope for your proxy card is enclosed for convenience. Stockholders of record also have the option of voting by using a toll-free telephone number or via the Internet. Instructions for using these services are included on the proxy card.

      We thank you for your continued support and look forward to seeing you at the Annual Meeting.

	Sincerely,
	Alfred T. Mockett
	Chairman of the Board

AMERICAN MANAGEMENT SYSTEMS, INCORPORATED

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 12601 Fair Lakes Parkway, Fairfax, Virginia 22033 on Friday, May 9, 2003, 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 the American Management Systems, Incorporated 2003 Stock Incentive Plan; 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 March 24, 2003, 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,
	David R. Fontaine
	Secretary

April 9, 2003

AMERICAN MANAGEMENT SYSTEMS, INCORPORATED

PROXY STATEMENT

Annual Meeting of Stockholders

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 (the “Annual Meeting”) to be held at 10:00 a.m., local time, on May 9, 2003 at 12601 Fair Lakes Parkway, Fairfax, Virginia 22033, or at any adjournment(s) or postponement(s) thereof.

PROXY SOLICITATION COSTS

      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. They will receive no additional compensation for their services. We also have retained Georgeson Shareholder Communications, Inc. to assist with the proxy solicitation process for a fee of $7,500, plus reimbursement of reasonable out-of-pocket expenses. 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 April 9, 2003.

VOTING PROCEDURE

      As of March 24, 2003, there were outstanding 42,379,461 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 March 24, 2003 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 Annual 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 for the election of directors at the Annual Meeting. The proposal to approve the American Management Systems, Incorporated 2003 Stock Incentive Plan (the “Incentive Plan”) 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.

      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 Incentive Plan.

HOUSEHOLDING

      The Corporation is sending only one annual report and proxy statement to eligible stockholders who share a single address, unless such stockholders have notified the Corporation to the contrary. This practice, known as “householding,” is designed to reduce the Corporation’s printing and postage costs. Stockholders who participate in householding will continue to receive separate proxy cards. If you own shares through a bank, broker or other nominee, you should contact the nominee concerning householding procedures.

      The Corporation will promptly deliver a separate copy of the proxy statement and annual report to any stockholder residing at an address to which only one copy was delivered upon oral or written request to our Shareholder Services Administrator who may be reached by phone at (800) 255-8888 or by mail at 4000 Legato Road, Fairfax, Virginia 22033, Attn: Shareholder Services Administrator. In addition, if a stockholder residing at an address with other stockholders of record wishes to receive a separate annual report or proxy statement in the future, he or she should direct this request to the Corporation’s Shareholder Services Administrator. Similarly, stockholders residing at the same address who are currently receiving multiple copies of the proxy statement and annual report and who wish to begin householding should contact our Shareholder Services Administrator at the telephone number and address listed above.

PROPOSAL 1: ELECTION OF DIRECTORS

      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” set forth below. 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

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INFORMATION CONCERNING NOMINEES FOR DIRECTOR

3

4

5

INFORMATION CONCERNING EXECUTIVE OFFICERS

      Information concerning Alfred T. Mockett, the Corporation’s Chairman of the Board and Chief Executive Officer, is set forth under the caption “Information Concerning Nominees for Director.”

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7

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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 March 24, 2003 by (i) each director of the Corporation, (ii) each named executive officer of the Corporation, (iii) each executive officer of the Corporation, (iv) all executive officers and directors as a group, and (v) all persons or entities known by the Corporation to beneficially 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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*	Designates less than 1%.

(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 March 24, 2003. Accordingly, Mr. Altobello has 17,333 options vested and exercisable; Mr. Brittain has 16,250 options vested and exercisable; Mr. Forese has 16,083 options vested and exercisable; Mr. Griffiths has 10,000 options vested and exercisable; Mr. Irvin has 17,500 options vested and exercisable; Dr. Leonard has 14,250 options vested and exercisable; Mr. Malek has 12,500 options vested and exercisable; Mr. Mockett has 100,000 options vested and exercisable; Ms. Morea has 32,130 options vested and exercisable; Mr. Purdy has 89,500 options vested and exercisable; Mr. Reagan has 6,250 options vested and exercisable; Dr. Schillereff has 13,867 options vested and exercisable; Mr. Seidel has 37,250 options vested and exercisable; Mr. Turner has 12,000 options vested and exercisable; and none of Mr. Fontaine, Mr. Howell or Mr. Lottie has options that are vested and exercisable. All executive officers and directors as a group (16 persons) have beneficial ownership of 394,913 options vested and exercisable within 60 days of March 24, 2003.
(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 March 24, 2003.
(3)	Indicates a director of the Corporation.
(4)	Indicates a nominee for director of the Corporation.
(5)	Indicates an executive officer of the Corporation.
(6)	Beneficial ownership amounts include the following amounts of shares purchased by the individual under the Corporation’s Employee Stock Purchase Plan as of the record date: Walt Howell (418); Vernon Irvin (1,244).
(7)	Mr. Purdy is a former officer and director of the Corporation.

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(8)	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.
(9)	Based solely on the February 14, 2003 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 1,773,900 of the reported shares, and Westport and Westport LLC share dispositive power with respect to 2,127,100 of the reported shares, and (iv) the reported shares do not include 10,600 shares owned in the personal securities accounts of employees of Westport and Westport LLC.

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, 2002 (the “2002 fiscal year”), and representations by reporting persons that no other reports were required for the 2002 fiscal year, all Section 16(a) reporting requirements were met, except that during 2002, Larry Seidel filed two Forms 4 late and W. Walker Lewis, a former director of the Corporation, filed one Form 4 late.

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EXECUTIVE COMPENSATION

Summary Compensation Table

      The following table summarizes the compensation paid or accrued by the Corporation during the three fiscal years ended December 31, 2002, to the following executive officers of the Corporation (“named executive officers”).