FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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


For the quarterly period ended   April 1, 1999    Commission file number 1-3879
                                                     


                              DynCorp 
          -----------------------------------------------------    
          (Exact name of registrant as specified in its charter)


                    Delaware                                  36-2408747
          -------------------------------                 -------------------   
          (State or other jurisdiction of                   (IRS Employer
           incorporation or organization)                 Identification No.)


      2000 Edmund Halley Drive, Reston, VA                 20191-3436
    ----------------------------------------               ----------
    (Address of principal executive offices)               (Zip Code)


                                      (703) 264-0330
                ---------------------------------------------------- 
                (Registrant's telephone number, including area code)


                         Former fiscal year - December 31
--------------------------------------------------------------------------------
(Former name,former address and former fiscal year,if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.  Yes X No

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

            Class                              Outstanding as of May 11, 1999
            -----                              ------------------------------  
Common Stock, $0.10 Par Value                          10,022,854

<PAGE>

                            DYNCORP AND SUBSIDIARIES
                                    FORM 10-Q
                       FOR THE QUARTER ENDED APRIL 1, 1999

                                      INDEX




                                                                    Page
                                                                    ----

PART I.  FINANCIAL INFORMATION 

 Item 1.  Financial Statements

   Consolidated Condensed Balance Sheets at
     April 1, 1999 and December 31, 1998                            3-4

   Consolidated Condensed Statements of Operations for
     Three Months Ended April 1, 1999 and April 2, 1998             5

   Consolidated Condensed Statements of Cash Flows for
     Three Months Ended April 1, 1999 and April 2, 1998             6

   Consolidated Statement of Stockholders' Equity                   7

   Notes to Consolidated Condensed Financial Statements             8-11

 Item 2.  Management's Discussion and Analysis of Financial
             Condition and Results of Operations                   12-16

PART II.  OTHER INFORMATION

 Item 6.  Exhibits and Reports on Form 8-K                         16

   Signatures                                                      17



<PAGE>



                         PART I. FINANCIAL INFORMATION
                         -----------------------------
<TABLE>
<CAPTION>

                            DYNCORP AND SUBSIDIARIES
                     CONSOLIDATED CONDENSED BALANCE SHEETS
                      APRIL 1, 1999 AND DECEMBER 31, 1998
                               (In thousands)




                                                     April 1,
                                                      1999         December 31,
                                                    Unaudited          1998  
                                                    ---------      ------------
<S>                                                <C>             <C>
Assets
------
Current Assets:
 Cash and cash equivalents                          $ 12,377        $  4,088
 Accounts receivable and contracts in process, net   258,302         257,670
 Inventories of purchased products and supplies,
   at lower of cost (first-in, first-out) or market      638             769
 Other current assets                                 17,820          15,775
                                                    --------        --------
     Total current assets                            289,137         278,302

Property and Equipment (net of accumulated
  depreciation and amortization of $29,071 in 1999
  and $27,538 in 1998)                                18,764          18,544

Intangible Assets (net of accumulated amortization
  of $50,857 in 1999 and $50,030 in 1998)             62,287          58,796

Other Assets                                          32,367          23,596
                                                    --------        --------
Total Assets                                        $402,555        $379,238
                                                    ========        ========

See accompanying notes to consolidated condensed financial statements.

</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                           DYNCORP AND SUBSIDIARIES
                     CONSOLIDATED CONDENSED BALANCE SHEETS
                      APRIL 1, 1999 AND  DECEMBER 31, 1998
                      (In thousands, except share amounts)


                                                     April 1,
                                                      1999         December 31,
                                                    Unaudited          1998
                                                    ---------      ------------
<S>                                              <C>               <C>
Liabilities and Stockholders' Equity
------------------------------------
Current Liabilities:
 Notes payable and current portion of 
   long-term debt                                 $ 27,251          $  8,145
 Accounts payable                                   55,179            66,885
 Deferred revenue and customer advances              3,175             2,542
 Accrued liabilities                               118,991           110,051
                                                  --------          --------
     Total current liabilities                     204,596           187,623

Long-Term Debt                                     152,090           152,121

Other Liabilities and Deferred Credits              35,231            27,644

Contingencies and Litigation

Temporary Equity:
 Redeemable Common Stock -
   ESOP Shares, 7,168,510 and 7,082,422 shares 
   issued and outstanding in 1999 and 1998, 
   respectively, subject to restrictions          182,835           180,812
 Other, 125,714 shares issued and outstanding
   in 1998                                              -             3,049

Stockholders' Equity:
 Common  Stock,  par value ten cents per share,
   authorized  20,000,000  shares; issued 
   5,021,541 shares in 1999 and 4,976,423 shares
   in 1998                                             502              498
 Paid-in Surplus                                   127,216          127,216
 Accumulated other comprehensive income                 (7)             (10)
 Reclassification to temporary equity for
   redemption value greater than par value        (182,118)        (183,140)
 Deficit                                           (74,891)         (78,782)
 Common Stock Held in Treasury, at cost;
   2,168,697 shares in 1999 and 2,005,728 shares 
   in 1998                                         (39,556)         (35,640)
 Unearned ESOP Shares                               (3,343)          (2,153)
                                                  ---------        --------- 
Total Liabilities and Stockholders' Equity        $402,555         $379,238
                                                  =========        ========= 

See accompanying notes to consolidated condensed financial statements.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                            DYNCORP AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)

                                    UNAUDITED


                                                       Three Months Ended
                                                       ------------------
                                                April 1, 1999     April 2, 1998
                                                -------------     -------------
<S>                                                <C>               <C>
Revenues                                            $311,886          $297,873

Costs and Expenses:
 Costs of services                                  295,369            283,936
 Corporate general and administrative                 5,417              5,267
 Interest income                                       (777)              (349)
 Interest expense                                     4,054              3,794
 Other                                                  235                366
                                                   ---------          ---------
    Total costs and expenses                        304,298            293,014

Earnings before income taxes and minority interest    7,588              4,859
 Provision for income taxes                           2,594              1,776
                                                   ---------          ---------

Earnings before minority interest                     4,994              3,083
 Minority interest                                    1,103                420
                                                   ---------          ---------

Net earnings                                       $  3,891           $  2,663
                                                   =========          =========

Basic earnings per share                           $   0.38           $   0.27

Diluted earnings per share                         $   0.38           $   0.25

Weighted average number of shares outstanding for 
  basic earnings per share                           10,176             10,000

Weighted average number of shares outstanding for 
  diluted earnings per share                         10,328             10,463


See accompanying notes to consolidated condensed financial statements.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                            DYNCORP AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                 (In thousands)

                                   UNAUDITED 
                                                    Three Months Ended
                                                    ------------------
                                             April 1, 1999       April 2, 1998
                                             -------------       -------------
<S>                                            <C>                 <C>
Cash Flows from Operating Activities:
Net earnings                                    $ 3,891             $ 2,663
Adjustments to reconcile net earnings from 
  operations  to net cash provided (used):
 Depreciation and amortization                   2,310                2,088
 Other                                            (142)                 536
Changes in current assets and liabilities, net
  of acquisitions:
 Increase in current assets except cash and 
   cash equivalents                             (2,520)             (19,280)
 Decrease in current liabilities excluding 
   notes payable and current portion of 
   long-term debt                               (2,491)              (1,320)
                                              ---------           ----------
Cash provided (used) by operating activities     1,048              (15,313)

Cash Flows from Investing Activities:
Sale of property and equipment                      13                    4
Purchase of property and equipment              (1,453)                (832)
Assets and liabilities of acquired business          -              (10,000)
Increases in investment in unconsolidated 
  affiliates                                      (951)                (478)
Capitalized cost of new financial and human
  resource systems                              (4,311)              (1,845)
Other                                              (26)                 200
                                               --------            ---------
Cash used by investing activities               (6,728)             (12,951)

Cash Flows from Financing Activities:
Treasury stock purchased                        (4,149)                 (50)
Payment on indebtedness                        (47,456)                (161)
Proceeds from borrowings                        66,522               20,000
Payment received on Employee Stock
  Ownership Plan note                            1,057                1,659
Loan to Employee Stock Ownership Plan           (2,247)                   -
Other                                              242                  (80)
                                               -------              --------
Cash provided from financing activities         13,969               21,368

Net Increase (Decrease) in Cash and Cash 
  Equivalents                                    8,289               (6,896)
Cash and Cash Equivalents at Beginning of
  the Period                                     4,088               24,602
                                               --------             --------
Cash and Cash Equivalents at End of the 
  Period                                       $12,377              $17,706
                                               =======              =======

Supplemental Cash Flow Information:
Cash paid for income taxes                     $ 1,292             $   730
                                               =======             =======
Cash paid for interest                         $ 5,568             $ 7,438
                                               =======             =======  

See accompanying notes to consolidated condensed financial statements.

</TABLE>

<PAGE>

<TABLE>

<CAPTION>

                            DYNCORP AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                 (In thousands)

                                    UNAUDITED


 
 
                                                              Adjustment for                                      Accumulated
                                                             Redemption Value                       Unearned         Other
                                         Common   Paid-in      Greater than             Treasury      ESOP       Comprehensive
                                          Stock   Surplus       Par Value     Deficit    Stock       Shares         Income
                                         ------   -------    ---------------- -------   --------    --------     -------------  
<S>                                      <C>     <C>        <C>             <C>        <C>         <C>           <C>

Balance, December 31, 1998                $ 498   $127,216   $(183,140)      $(78,782)  $(35,640)   $(2,153)      $(10)

Employee compensation plans (option 
  exercises, restricted stock plan, 
  incentive bonus)                                                                           233
Treasury stock purchased                                                                  (4,149)
Loans to the Employee Stock Ownership Plan                                                           (2,247)
Payment received on Employee Stock 
  Ownership Plan note                                                                                 1,057
Reclassification to Redeemable Common Stock   4                  1,022
Other                                                                                                                3
Net earnings                                                                    3,891
                                          -----   --------   ----------      ---------  ---------   --------      ------
Balance, April 1, 1999                    $ 502   $127,216   $(182,118)      $(74,891)  $(39,556)   $(3,343)      $  (7)
                                          =====   ========   ==========      =========  =========   ========      ======

</TABLE>

<PAGE>


                            DYNCORP AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  APRIL 1, 1999

                                    UNAUDITED

Note 1.  Basis of Presentation

      The unaudited  consolidated condensed financial statements included herein
      have been prepared by the Company pursuant to the rules and regulations of
      the Securities and Exchange  Commission.  Certain information and footnote
      disclosures   normally  included  in  financial   statements  prepared  in
      accordance  with  generally  accepted  accounting   principles  have  been
      condensed or omitted pursuant to such rules and regulations,  although the
      Company believes that the disclosures are adequate to make the information
      presented not misleading. It is recommended that these condensed financial
      statements be read in  conjunction  with the financial  statements and the
      notes thereto included in the Company's latest annual report on Form 10-K.
      In the  opinion  of the  Company,  the  unaudited  consolidated  condensed
      financial  statements included herein reflect all adjustments  (consisting
      of normal recurring adjustments) necessary to present fairly the financial
      position,  the results of  operations  and the cash flows for such interim
      periods.  The  results of  operations  for such  interim  periods  are not
      necessarily  indicative of the results for the full year.  Certain amounts
      presented for prior periods have been  reclassified to conform to the 1999
      presentation.

Note 2.  Accounts Receivable and Contracts in Process

      At April 1, 1999 and December 31, 1998, $114.2  million and $87.9 million,
      respectively, of accounts receivable were restricted as collateral for the
      7.486%  Contract  Receivable  Collateralized  Notes.  Additionally,   $1.5
      million of cash was  restricted as  collateral  for the Notes and has been
      included  in  Other  Assets  on the  accompanying  Consolidated  Condensed
      Balance Sheets at April 1, 1999 and December 31, 1998.

      Accounts  receivable are net of an allowance for doubtful  accounts of
      $0.2 million at April 1, 1999 and $1.1 million at December 31, 1998.

Note 3.  Redeemable Common Stock

      Common stock which is redeemable has been reflected as Temporary Equity at
      each balance sheet date and consists of the following:

<TABLE>
<CAPTION>

                                    Balance at                       Balance at
                       Redeemable    April 1,           Redeemable  December 31,
               Shares    Value         1999     Shares    Value         1998
               ------  ----------   ----------  ------  ----------  -----------
<S>         <C>          <C>       <C>        <C>         <C>        <C>
ESOP Shares  3,382,340    $27.75    $ 93,860   3,382,340   $27.75     $ 93,860
             3,786,170    $23.50      88,975   3,700,082   $23.50       86,952
             ---------              --------   ---------              --------
             7,168,510              $182,835   7,082,422              $180,812
             =========              ========   =========              ========

Other Shares                                     125,714   $24.25     $  3,049
                                                 =======              ========   
</TABLE>

      In accordance with the Employee Retirement Income Security Act regulations
      and the Employee Stock Ownership Plan ("ESOP")  documents,  the Company is
      obligated,  unless  the ESOP  Trust  purchases  the  shares,  to  purchase
      distributed  common stock shares from ESOP  participants  on retirement or
      termination  at fair value as long as the  Company's  common  stock is not
      publicly traded.  However,  under the Subscription Agreement with the ESOP
      dated September 9, 1988, the Company is permitted to defer put options if,
      under  Delaware  law,  the capital of the  Company  would be impaired as a
      result of such repurchase.

<PAGE>

      In conjunction  with the acquisition of Technology  Applications,  Inc. in
      1993, the Company issued put options on 125,714 shares of common stock. On
      January 12, 1999,  the holder  exercised  the put option on these  125,714
      shares of common stock at the applicable price of $24.25 per share.

Note 4.  Employee Stock Ownership Plan

      From time to time, the Company makes  collateralized loans to the Employee
      Stock Ownership Trust to purchase shares, pay administrative expenses, and
      to pay off expiring  loans.  During the first quarter of 1999, the Company
      loaned the ESOP $2.2  million.  The unpaid loan  balance,  reflected  as a
      reduction of  stockholders'  equity,  was $3.3 million and $2.2 million at
      April 1,  1999 and  December  31,  1998,  respectively.  The  unpaid  loan
      balances represented 144,658 shares at April 1, 1999, and 99,309 shares at
      December 31, 1998.

Note 5.  Income Taxes

      The provision for income taxes in 1999 and 1998 is based upon an estimated
      annual effective tax rate, including the impact of differences between the
      book value of assets and  liabilities  recognized for financial  reporting
      purposes and the basis recognized for tax purposes.

Note 6.  Earnings Per Share

      The following table sets forth the  reconciliation of shares for basic EPS
      to shares for diluted EPS.  Basic EPS is computed by dividing  earnings by
      the weighted average number of common shares  outstanding and contingently
      issuable shares.  The weighted average number of common shares outstanding
      includes  issued  shares less shares held in treasury and any  unallocated
      ESOP shares.  Shares earned and vested but unissued  under the  Restricted
      Stock Plan are  contingently  issuable shares whose condition for issuance
      has been  satisfied and as such have been included in the  calculation  of
      basic EPS.  Diluted EPS is computed  similarly  except the  denominator is
      increased to include the  weighted  average  number of stock  warrants and
      options outstanding, assuming the treasury stock method.

<TABLE>
<CAPTION>
                                                      Three Months Ended
                                                      ------------------
                                                    April 1,      April 2,
                                                      1999          1998
                                                    --------      --------    
     <S>                                            <C>           <C>
      Weighted average shares outstanding for
        basic EPS                                    10,176        10,000
       Effect of dilutive securities:
         Warrants                                         -           341
         Stock options                                  152           122
                                                     ------        ------   
      Weighted average shares outstanding for
        diluted EPS                                  10,328        10,463
                                                     ======        ======   
</TABLE>

<PAGE>

Note 7.  Recently Issued Accounting Pronouncements

      In April 1998,  the American  Institute of  Certified  Public  Accountants
      ("AICPA") issued Statement of Position No. ("SOP") 98-5, "Reporting on the
      Costs of Start-up  Activities,"  which became  effective  for fiscal years
      beginning after December 15, 1998. The statement  provides guidance on the
      financial  reporting of start-up costs and organization costs and requires
      costs of start-up  activities to be expensed as incurred.  The adoption of
      this statement,  effective January 1, 1999, did not have a material impact
      on the Company's financial statements.

     AICPA SOP No. 98-9, "Software Revenue Recognition,"  was issued in December
     1998. SOP No. 98-9  amends   SOP  No.   97-2  to  require  recognition  for
     multiple-element  arrangements by means of the "residual method" in certain
     circumstances.  The  provisions of SOP No. 98-9 that extend the deferral of
     certain  passages of SOP No. 97-2 became  effective  December 15, 1998. All
     provisions  are  effective  for  transactions  entered into in fiscal years
     beginning  after  March  15,  1999.   Earlier   application  for  financial
     statements  or  information  that  has not been  issued  is  permitted  and
     retroactive application is prohibited. SOP No. 98-9 is not expected to have
     a material  impact on the Company's  consolidated  results of operations or
     financial position.

      In June 1998, the Financial Accounting Standards Board issued Statement of
      Financial   Accounting   Standards  ("SFAS")  No.  133,   "Accounting  for
      Derivative  Instruments  and Hedging  Activities" and is effective for all
      fiscal  quarters  of fiscal  years  beginning  after  June 15,  1999.  The
      Statement  establishes  accounting and reporting  standards for derivative
      instruments,  including certain derivative  instruments  embedded in other
      contracts,  and for hedging  activities.  Because of the Company's minimal
      use of  derivatives,  the Company does not expect that the adoption of the
      new standard  will have a material  impact on the results of operations or
      financial condition.

Note 8.  Business Segments

     Effective January 1, 1999,  DynCorp realigned its three Strategic  Business
     Segments  into  two  focused   sectors.   The  Company's   Information  and
     Engineering Technology Unit and most of its Enterprise Management Unit were
     combined to become DynCorp Information and Enterprise Technology. Aerospace
     Technology and the remaining  parts of Enterprise  Management were combined
     to become DynCorp Technical  Services.  The purpose of this realignment was
     to provide  focus and clarity to the  Company's  businesses  and enable the
     Company to better serve its customers by concentrating  technical  services
     and information technology  competencies in individual single business unit
     structures. Information for business segments for the first quarter of 1998
     has been restated to give effect to this change.

<PAGE>


     Revenues,  operating profit and  identifiable  assets for the Company's two
     business  segments for the first quarter of 1999 and the comparable  period
     for 1998 are presented below:

<TABLE>
<CAPTION>

                                                          Three Months Ended
                                                          ------------------
                                                        April 1,       April 2,
                                                          1999           1998
                                                        --------       --------
    <S>                                                 <C>          <C>  
     Revenues
     --------
      DynCorp Information and Enterprise Technology      $155,456     $151,799
      DynCorp Technical Services                          156,430      146,074
                                                         --------     --------
                                                         $311,886     $297,873
                                                         ========     ========
     Operating Profit (a)
     --------------------
      DynCorp Information and Enterprise Technology      $  8,970      $  7,939
      DynCorp Technical Services                            6,960         5,560
                                                         --------      -------- 
                                                           15,930        13,499

      Corporate general and administrative                  5,417         5,267
      Interest income                                        (777)         (349)
      Interest expense                                      4,054         3,794
      Goodwill amortization                                   393           393
      Minority interest included in operating profit       (1,103)         (420)
      Amortization of intangibles of acquired companies       384           324
      Other miscellaneous                                     (26)         (369)
                                                         ---------     ---------
      Earnings from continuing operations
        Before income taxes and minority interest        $  7,588      $  4,859
                                                         =========     =========

</TABLE>

<TABLE>
<CAPTION>

                                                          April 1,  December 31,
                                                            1999        1998
                                                          --------  ------------
      <S>                                               <C>           <C>
       Identifiable Assets
       -------------------
          DynCorp Information and Enterprise Technology  $188,737      $193,094
          DynCorp Technical Services                      148,250       141,514
          Corporate                                        65,568        44,630
                                                         --------      --------
                                                         $402,555      $379,238
                                                         ========      ========

(a)  Defined as the excess of  revenues  over  operating  expenses  and  certain
     nonoperating expenses.

</TABLE>

<PAGE>


           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

General
-------

The following  discussion  and analysis  provides  information  that  management
believes is relevant to an  assessment  and  understanding  of the  consolidated
results of operations  and financial  condition of DynCorp and its  subsidiaries
(collectively, the "Company"). The discussion should be read in conjunction with
the interim condensed  consolidated  financial  statements and notes thereto and
the Company's annual report on Form 10-K for the year ended December 31, 1998.

Results of Operations 
---------------------

The Company provides diversified management, technical and professional services
to primarily U.S. Government  customers  throughout the United States of America
and  internationally.  The Company's  customers  include various branches of the
Department of Defense,  the Department of Energy, NASA, the Department of State,
the  Department  of Justice and various other U.S.,  state and local  government
agencies,  commercial clients and foreign  governments.  The following discusses
the Company's results of operations for the three months ended April 1, 1999 and
the comparable period for 1998.

Revenues and Operating Profit
-----------------------------

Revenues for the first quarter of 1999 were $311.9  million,  compared to $297.9
million for the comparable period in 1998, an increase of $14.0 million or 4.7%.
Operating profit,  defined as the excess of revenues over operating expenses and
certain non-operating expenses, was $15.9 million for the first quarter of 1999,
compared  to $13.5  million for the first  quarter of 1998,  an increase of $2.4
million, or 17.8%.

DynCorp  Information  and  Enterprise  Technology  reported  revenues  of $155.5
million for the first  quarter of 1999  compared to $151.8  million for the same
quarter in 1998, an increase of $3.7 million or 2.4%. Operating profit increased
by $1.1 million to $9.0 million, or 13.9% from $7.9 million in the first quarter
of 1998.  The increase in revenues in the first  quarter of 1999 compared to the
first quarter of 1998 resulted  from higher volume of state  contract  business,
increased  volume on a contract  with the U.S.  Postal  Service,  and  increased
tasking and  performance  of indefinite  delivery/indefinite  quantity  ("IDIQ")
contracts for the Department of Defense,  the General  Services  Administration,
and the Health Care Finance  Administration.  Also  contributing  to the revenue
increase  was the impact of full  quarter  results for FMAS,  a medical  outcome
measurement and data  abstraction  services  company  acquired in February 1998.
Partially offsetting these increases in revenues was the loss in a recompetition
of significant  portions of the work scope of an enterprise  contract at the DoE
Rocky Flats location,  and a reduction in the level of services on an enterprise
contract at the Hanford location due to funding cutbacks.

DynCorp  Information  and  Enterprise  Technology  has  been  notified  that two
contracts are being terminated for convenience by the customer.  These contracts
are expected to end during the second quarter.  Revenue and operating profit for
these two  contracts  during  the first  quarter  were  $12.4  million  and $0.8
million,  respectively.  It is management's opinion that new business and growth
of existing business will replace the revenue loss. The expected net profit from
these contracts was not significant.

DynCorp  Information and Enterprise  Technology's  increase in operating profit,
first quarter 1999 vs. first quarter 1998,  resulted from  increased  profits on
the aforementioned  state contracts,  the contract with the U.S. Postal Service,
and  improved   profitability  on  previously   awarded  IDIQ  contracts.   Also
contributing was increased profits on an Immigration and Naturalization  Service
contract.  These increased profits more than offset the decrease in profits from
the loss of an enterprise contract at the Rocky Flats location.

<PAGE>

DynCorp  Technology  Services  first quarter 1999  revenues were $156.4  million
compared to $146.1  million for the first  quarter of 1998, an increase of $10.3
million, or 7.1%. Operating profit increased by $1.4 million to $7.0 million, or
25.0% from $5.6 million in the first  quarter of 1998.  The increase in revenues
resulted from increased  level of effort on a contract  providing  technical and
support  services  for the United  States Air Force at Columbus  AFB,  which was
awarded  late in 1998 but was fully  operational  in the first  quarter of 1999,
growth in two State Department contracts with Qatar and Kuwait, and increases in
the purchase of reimbursable materials.

DynCorp Technology Services' increase in operating profit first quarter 1999 vs.
first quarter 1998  resulted  from the  increased  level of effort on the United
States Air Force contract and the growth in the State Department contracts. Also
contributing to the higher operating profits,  were no bid and proposal costs at
Fort  Rucker in the first  quarter of 1999 vs. the first  quarter of 1998.  Fort
Rucker was won in a recompetition in 1998.

Cost of Services
----------------

Cost of Services for the first  quarter 1999 was 94.7% of revenue as compared to
95.3% for the comparable period in 1998. This resulted in gross margins of $16.5
million for the first quarter of 1999 as compared to $13.9 million for the first
quarter of 1998.  The same contract  wins and losses that affected  revenues and
operating profits similarly effected gross margin.

Corporate General and Administrative
------------------------------------

Corporate general and  administrative  expense for the first quarter of 1999 was
$5.4  million,  compared to $5.3 million for the  comparable  period in 1998, an
increase of $0.1 million.  The slight  increase in the first  quarter  corporate
general and administrative  expense primarily resulted from the Company's design
and  development  of new  financial  and human  resource  software  packages  as
described below under Year 2000.

Interest Expense
----------------

Interest  expense was $4.1  million in the first  quarter of 1999,  up from $3.8
million in the first  quarter  of 1998.  The  increase  was  principally  due to
additional  borrowings in 1999 from the  utilization  of the  Company's  line of
credit.  The  additional  borrowings  were  primarily used to fund the Company's
working capital needs.

Income Taxes
------------

The  provision  for  income  taxes in 1999 and 1998 is based  upon an  estimated
annual effective tax rate,  including the impact of differences between the book
value of assets and liabilities  recognized for financial reporting purposes and
the basis recognized for tax purposes.  The provision for income taxes increased
by $0.8  million for the three  months  ended April 1, 1999 from the  comparable
period in 1998 as a result of the increase in 1999 pre-tax income. The Company's
effective tax rate approximated 40% for the three months ended April 1, 1999.

Backlog
-------

The  Company's  backlog of  business,  which  includes  awards  under both prime
contracts and  subcontracts  as well as the  estimated  value of option years on
government contracts, was $4.1 billion at April 1, 1999, unchanged from December
31,  1998.  The backlog at April 1, 1999  consisted  of $2.1 billion for DynCorp
Technical  Services  and $2.0  billion for DynCorp  Information  and  Enterprise
Technology  compared to December  31, 1998  backlog of $2.0  billion for DynCorp
Technical  Services  and $2.1  billion for DynCorp  Information  and  Enterprise
Technology.  The  Company  has been  awarded  significant  indefinite  delivery,
indefinite   quantity   ("IDIQ")   contracts   with  GSA  and  NASA  to  provide
comprehensive desktop computer,  server and intra-center  communication support.
The Company's  backlog at April 1, 1999 does not include any  significant  value
for these contracts  because the Company cannot  reasonably  estimate the future
revenues from these contracts.

<PAGE>

Working Capital and Cash Flow
-----------------------------

Working capital,  defined as current assets less current liabilities,  was $84.5
million at April 1, 1999  compared to $90.7  million at  December  31,  1998,  a
decrease  of $6.2  million.  This  decrease  was  primarily  the  result  of the
additional  borrowings against the Contract  Receivable  Collateralized  Class B
Variable Rate Note.

Cash provided by operations  was $1.0 million in the first three months of 1999,
as compared to $15.3  million cash used the same  year-ago  quarter.  During the
first quarter of 1998, the  implementation of a new procedure for payment by the
Defense Finance and Accounting  Service  ("DFAS") caused  significant  delays in
payment on certain of the Company's  contracts with the Defense  Department.  As
the  implementation  at DFAS  progressed,  delays in  payments  have become less
significant.  This event was primarily  responsible  for the change in operating
cash for the first quarter of 1999 compared to the first quarter of 1998.

Investing  activities used funds of $6.7 million in the three months ended April
1,  1999  principally  for the  purchase  of  property  and  equipment,  and the
capitalized  cost of new software for internal use as part of the Company's Year
2000 plan.  The Company has  capitalized  $11.6 million of internal use software
and  anticipates  capitalizing  another  $1.1 million over the next nine months.
During the first three months of 1998, investing  activities used funds of $13.0
million,  principally  for the  acquisition  of FMAS and for the purchase of new
software for internal use.

Financing activities provided net funds of $14.0 million in the first quarter of
1999,  which consisted  primarily of additional  borrowing  against the Contract
Receivable  Collateralized  Class B Variable Rate Note, as described  above. The
proceeds were used to make a loan to the Employee Stock  Ownership Plan, to fund
the Company's  purchase of common stock from  investors,  and to finance working
capital needs. During the first quarter of 1998,  financing  activities provided
funds of $21.4  million  which  consisted  primarily of $20.0  million  borrowed
against the Contract  Receivable  Collateralized  Class B Variable  Rate Note to
finance working capital needs.

The Company  expects to acquire  additional  shares of its stock from ESOP stock
puts and other investors  during the remainder of the year. The amounts of stock
purchases is dependent upon the number of puts  exercised,  the amount of excess
sellers vs. buyers, if any, in the Company's internal market, and limitations on
stock repurchases in the Company's debt agreements.

Earnings before Interest, Taxes, Depreciation, and Amortization
---------------------------------------------------------------

Earnings before Interest,  Taxes,  Depreciation,  and Amortization ("EBITDA") as
defined by management, consists of net earnings before income tax provision, net
interest expense, and depreciation and amortization. EBITDA represents a measure
of the  Company's  ability to  generate  cash flows and does not  represent  net
income or cash flows from  operating,  investing  and  financing  activities  as
defined by generally accepted accounting  principles  ("GAAP").  EBITDA is not a
measure of  performance or financial  condition  under GAAP, but is presented to
provide additional information about the Company to the reader. EBITDA should be
considered in addition to, but not as a substitute  for, or superior to, measure
of  financial  performance  reported in  accordance  with GAAP.  EBITDA has been
adjusted for the  amortization  of deferred debt expense and debt issue discount
which are  included in  "interest  expense" in the  Consolidated  Statements  of
Operations and included in "amortization  and  depreciation" in the Consolidated
Statements of Cash Flows. Readers are cautioned that the Company's definition of
EBITDA may not  necessarily be comparable to similarly  titled  captions used by
other  companies  due  to  the  potential   inconsistencies  in  the  method  of
calculation.  The following presentation represents the Company's computation of
EBITDA (in thousands):

<PAGE>

<TABLE>
<CAPTION>


                                                   Three Months Ended
                                                   ------------------
                                             April 1,               April 2,
                                               1999                   1998
                                             --------               --------
<S>                                        <C>                      <C>
Net earnings                                $ 3,891                  $2,663
   Depreciation and amortization              2,310                   2,088
   Interest expense, net                      3,277                   3,445
   Income taxes                               2,594                   1,776
   Amortization of deferred debt  expense      (186)                   (177)
   Debt issue discount                           (9)                     (8)
                                            --------                 -------
EBITDA                                      $11,877                  $9,787
                                            ========                 =======

</TABLE>

Year 2000 Readiness Disclosure
------------------------------

The "Year 2000" issue ("Y2K")  concerns the inability of some computer  software
and  hardware to  accommodate  "00" in the two digit data field used to identify
the year.  The  principal  Y2K risk to the  Company  would come from an extended
failure  of one or more of its  core  systems  (financial,  payroll,  and  human
resources).

A Year 2000  analysis of the  Company's  core  financial,  human  resources  and
payroll systems software was conducted in 1997. The software packages were found
to  be   non-compliant,   prompting  a  replacement  of  these   packages.   The
implementation  of  the  replacement   package  is  underway  with  a  projected
completion  date of July 1999 for human  resources and payroll and December 1999
for the financial  systems.  Deployment  of the new human  resources and payroll
systems was completed for the DTS strategic business area in January 1999. Total
capitalized expenditures for the resystemization effort were $11.6 million as of
April 1, 1999. The Company anticipates  additional  capitalized  expenditures of
$1.1 million for the remainder of 1999.

In the event the replacement of core systems cannot be completed  before the end
of the fourth quarter of 1999, a contingency  plan has been activated to install
an updated compliant version of the Company's current financial software package
in all locations  that may not be converted by year-end.  Six  conversions  have
already been completed,  and the remaining  conversions will be completed by the
fall of 1999.

The   core   systems    assessment    included    contact    with    third-party
telecommunications,  employee benefits,  insurance, and other providers. Letters
have been  obtained  from these  providers,  who  generally  state that they are
working on the Y2K problem.  Follow-up contacts are planned in 1999 to ascertain
progress by these providers.

A Year 2000 Program  Management  Plan has been  developed  to address  other Y2K
compliance  issues. A  multifunctional  task group is overseeing  assessment and
remediation  or  replacement  efforts in the areas of core systems,  network and
office automation,  and field information and non-information  systems. No major
problems have yet been  identified  that would  materially  affect the Company's
ability  to  perform  on any of its  significant  contracts.  These  assessments
include third-party service providers and other vendors on whom a given contract
might depend.

One area of  possible  vulnerability  that is  being  addressed  is the  payment
capability of the various  government  payment offices  receiving and processing
invoices from a given contract site. Efforts have been started by the Company to
assess this issue.  A letter  received in late  December from the DFAS office in
Arlington,  Virginia  stated that 77% of the payment  offices are Y2K compliant,
with 100% compliance  expected by March 31, 1999. A recent check of the DFAS web
site indicated that May 31, 1999 is the target date for full  compliance for all
DoD payment systems and contingency plans are being developed to assure that Y2K
does not adversely affect DFAS' ability to make payments.

<PAGE>

Another  assessment  being pursued by contract sites is on  government-furnished
equipment ("GFE").  If GFE is critical to performance  on a contract  and is not
compliant,  a failure could affect contract  performance.  While this may not be
material to the  Company as a whole,  individual  contracts  are  ensuring  that
non-compliant GFE is assessed and remediation  responsibilities  are delineated.
No major  problems have yet been  identified  that would  materially  affect the
Company's ability to perform on any of its significant contracts.

An employee  awareness  program was  initiated  in mid-1998  that is intended to
inform employees and managers of the potential for Y2K problems.  In addition to
creating  general  awareness,  this program is intended to address  "home grown"
office  automation  systems and stand alone PC's. None of these types of systems
is considered mission critical to the Company as a whole.

Infrastructure  items  that may have Y2K  compliance  problems  such as  desktop
workstations, network components, and servers, are being systematically repaired
or  replaced  as part of the normal  infrastructure  replacement  strategy.  The
annual expenditures for these components are not significantly above levels that
can be expected in the normal course of business.  Depreciation and amortization
expenses for the  resystemization  and for these  infrastructure  components are
allowable costs under government contracts.

Recommended  clauses for contracts and purchases have been adopted and are being
used to protect the Company from inappropriate litigation.

In summary, the primary Y2K vulnerability for the Company is possible failure of
core systems. The resystemization  effort is a top priority within DynCorp, with
dedicated teams and incentive  plans for keeping these employees  throughout the
project.  Contingency  plans  are  being  executed  in  the  event  of a  delay.
Millennium Coordinators are overseeing the Y2K effort at each business unit, and
a  multi-functional  team of executives,  headed by the Y2K Program  Manager and
chaired  by the  Corporate  Chief  Information  Officer  acts as a Y2K  steering
committee.  While assessments are still underway at the contract level, progress
is being made to complete  assessments  and impact analyses in the first half of
1999.  Once the  assessments  of contracts and tasks that  represent some 80% of
company revenue are completed and evaluated, appropriate "what-if" scenarios and
contingency planning will begin.

Forward Looking Statements   
--------------------------

This  Form 10-Q  contains  statements  which,  to the  extent  that they are not
recitations of historical fact, constitute "forward-looking statements" that are
based on management's  expectations,  estimates,  projections  and  assumptions.
Words  such  as  "expects,"  "anticipates,"  "plans,"  "believes,"  "estimates,"
variations of such words and similar  expressions  are intended to identify such
forward-looking  statements that include, but are not limited to, projections of
future  performance,  assessment  of  contingent  liabilities  and  expectations
concerning  liquidity,  cash  flow and  contract  awards.  Such  forward-looking
statements  are  made  pursuant  to the safe  harbor  provision  of the  Private
Securities Litigation Reform Act of 1995. These statements are not guarantees of
future  performance  and  involve  certain  risks  and  uncertainties  that  are
difficult to predict.  Therefore,  actual  future  results and trends may differ
materially from what is forecast in forward-looking  statements due to a variety
of factors, including the Company's successful execution of internal performance
plans;  the outcome of  litigation  in  process;  labor  negotiations;  changing
priorities or reductions in the U.S.  Government defense budget; and termination
of government contracts due to unilateral government action.

PART II - OTHER INFORMATION
---------------------------

ITEM 6.  Exhibits and Reports on Form 8-K
-----------------------------------------

(a)  Exhibits

         Exhibit 3.2 - Registrant's by-laws as amended to date.

(b)  Reports on Form 8-K

   On February 26, 1999,  the Company filed a report on Form 8-K reporting  item
   8, "change in fiscal year".

<PAGE>

                                   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.

           DYNCORP




Date:  May 13, 1999                      /s/ P. C. FitzPatrick
                                             ---------------------------
                                             P.C. FitzPatrick
                                             Senior Vice President
                                             and Chief Financial Officer



Date:  May 13, 1999                     /s/  J. J. Fitzgerald 
                                             ----------------------------
                                             J.J. Fitzgerald
                                             Vice President 
                                             and Corporate Controller