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 March 30, 2000     Commission file number 1-3879

                                     DynCorp

               (Exact name of registrant as specified in its charter)

         Delaware                                       36-2408747
(State of incorporation or organization)   (I.R.S. Employer Identification No.)

11710 Plaza America Drive, Reston, Virginia                   20190
 (Address of principal executive offices)                  (Zip Code)

                                (703) 261-5000
              (Registrant's telephone number, including area code)

         (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. |X| Yes |_| 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 April 29, 2000
          -----                              --------------------------------
Common Stock, $0.10 par value                            10,402,313


<PAGE>





                            DYNCORP AND SUBSIDIARIES
                                    FORM 10-Q
                     FOR THE QUARTER ENDED MARCH 30, 2000

                                      INDEX

                                                                 Page
                                                                 ----
PART I.  FINANCIAL INFORMATION
------------------------------
   Item 1.  Financial Statements

     Consolidated Condensed Balance Sheets at
         March 30, 2000 and December 30, 1999                    3-4

     Consolidated Condensed Statements of Operations for
         Three Months Ended March 30, 2000 and April 1, 1999     5

     Consolidated Condensed Statements of Cash Flows for
         Three Months Ended March 30, 2000 and April 1, 1999     6

     Consolidated Statement of Stockholders' Equity              7

     Notes to Consolidated Condensed Financial Statements        8-10

   Item 2.  Management's Discussion and Analysis of Financial
             Condition and Results of Operations                 11-14

   Item 3.  Quantitative and Qualitative Disclosures About
             Market Risk                                         14

PART II.  OTHER INFORMATION
---------------------------
   Item 6.  Exhibits and Reports on Form 8-K                     15

     Signatures                                                  16





<PAGE>

<TABLE>
<CAPTION>


                              PART I. FINANCIAL INFORMATION
                              -----------------------------
                                DYNCORP AND SUBSIDIARIES
                         CONSOLIDATED CONDENSED BALANCE SHEETS
                          MARCH 30, 2000 AND DECEMBER 30, 1999
                                     (In thousands)




                                                                                         March 30,
                                                                                           2000              December 30,
                                                                                         Unaudited               1999
                                                                                         ---------           ------------
<S>                                                                                      <C>                   <C>
Assets
------
Current Assets:
 Cash and cash equivalents                                                                $  9,113              $  5,657
 Accounts receivable (net of allowance for doubtful accounts
              of $2,522 in 2000 and $3,156 in 1999)                                        334,301               357,411
 Other current assets                                                                       39,572                35,140
                                                                                          --------              --------
     Total current assets                                                                  382,986               398,208

Property and Equipment (net of accumulated depreciation
 and amortization of $19,103 in 2000 and $21,583 in 1999)                                   36,991                40,795

Intangible Assets (net of accumulated amortization of
 $59,935 in 2000 and $55,755 in 1999)                                                      145,327               149,159

Other Assets                                                                                53,008                51,511
                                                                                          --------              --------

Total Assets                                                                              $618,312              $639,673
                                                                                          ========              ========




See accompanying notes to consolidated condensed financial statements.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                             DYNCORP AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                      MARCH 30, 2000 AND DECEMBER 30, 1999
                        (In thousands, except share amounts)

                                                                                         March 30,
                                                                                           2000            December 30,
                                                                                         Unaudited             1999
                                                                                         ---------         ------------
<S>                                                                                      <C>                <C>
Liabilities and Stockholders' Equity
------------------------------------
Current Liabilities:
 Notes payable and current portion of long-term debt                                      $ 14,356           $  8,242
 Accounts payable                                                                           58,996             85,357
 Deferred revenue and customer advances                                                      7,168              6,048
 Accrued liabilities                                                                       141,370            133,374
                                                                                           -------            -------
     Total current liabilities                                                             221,890            233,021

Long-Term Debt                                                                             320,446            334,944

Other Liabilities and Deferred Credits                                                      57,121             55,718

Contingencies and Litigation                                                                     -                  -

Temporary Equity:
 Redeemable common stock -
   ESOP shares, 7,440,518 and 7,350,937
     shares issued and outstanding in 2000 and 1999,
     respectively, subject to restrictions                                                 185,012            182,974
   Other, 426,217 shares issued and outstanding in
     2000 and 1999, respectively                                                             6,568              6,142

Stockholders' Equity:
 Common  stock,  par value ten cents per share, authorized  20,000,000  shares;
   issued 4,818,865 and 4,908,447 sharesin 2000 and 1999, respectively                         482                491
 Paid-in surplus                                                                           133,376            133,338
 Accumulated other comprehensive income                                                         (4)                (9)
 Reclassification to temporary equity for redemption value
   greater than par value                                                                 (190,793)          (188,339)
 Deficit                                                                                   (72,835)           (72,887)
 Common stock held in treasury, at cost; 2,283,288 and
   2,301,262 shares in 2000 and 1999, respectively                                         (42,651)           (43,062)
 Unearned ESOP shares                                                                         (300)            (2,658)
                                                                                          --------           --------

Total Liabilities and Stockholders' Equity                                                $618,312           $639,673
                                                                                          ========           ========



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
                                                                  ------------------
                                                               March 30,         April 1,
                                                                 2000              1999
                                                                 ----              ----
<S>                                                            <C>               <C>
Revenues                                                        $428,500          $311,886

Costs and expenses:
   Costs of services                                             407,350           295,369
   Corporate general and administrative                            6,633             5,417
   Interest income                                                  (827)             (777)
   Interest expense                                               10,168             4,054
   Other                                                           3,779               235
                                                                 -------           -------
                 Total costs and expenses                        427,103           304,298

Earnings before income taxes and minority interest                 1,397             7,588
       Provision for income taxes                                    344             2,594
                                                                 -------           -------
Earnings before minority interest                                  1,053             4,994
       Minority interest                                             577             1,103
                                                                 -------           -------

Net earnings                                                     $   476           $ 3,891
                                                                 =======           =======

       Accretion of mezzanine shares to redeemable value             424                 -

Common stockholders' share of net earnings                       $    52           $ 3,891
                                                                 =======           =======

Basic earnings per share                                         $  0.01           $  0.38

Diluted earnings per share                                       $  0.01           $  0.38

Weighted average number of shares
   outstanding for basic earnings per share                       10,411            10,176

Weighted average number of shares
   outstanding for diluted earnings per share                     10,638            10,328



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
                                                                                              ------------------
                                                                                   March 30,               April 1,
                                                                                      2000                   1999
                                                                                      ----                   ----
<S>                                                                                   <C>                   <C>
Cash Flows from Operating Activities:
Common stockholders' share of net earnings                                             $   52                $ 3,891
Adjustments to reconcile net earnings from operations to net cash
 provided by operating activities:
   Depreciation and amortization                                                        6,013                  2,310
   Other                                                                                  288                   (142)
Changes in current assets and liabilities, net of acquisitions:
   Decrease  (increase)  in  current  assets  except  cash and cash  equivalents       18,678                 (2,520)
   Decrease in current liabilities excluding notes payable
     and current portion of long-term debt                                            (21,225)                (2,491)
                                                                                      -------                -------
         Cash provided by operating activities                                          3,806                  1,048

Cash Flows from Investing Activities:
Sale of property and equipment                                                          9,715                     13
Purchase of property and equipment                                                     (3,663)                (1,453)
Increase in investments in unconsolidated affiliates                                     (184)                  (951)
Capitalized cost of new financial and human resource systems                              (50)                (4,311)
Other                                                                                    (155)                   (26)
                                                                                      -------                -------
         Cash provided (used) by investing activities                                   5,663                 (6,728)

Cash Flows from Financing Activities:
Treasury stock purchased                                                                    -                 (4,149)
Payment on indebtedness                                                               (84,748)               (47,456)
Proceeds from debt issuance                                                            74,853                 66,522
Pay-in kind interest on Subordinated Notes                                              1,500                      -
Payment received on Employee Stock Ownership Trust note                                 2,658                  1,057
Loan to Employee Stock Ownership Trust                                                   (300)                (2,247)
Other                                                                                      24                    242
                                                                                      -------                -------
         Cash (used) provided by financing activities                                  (6,013)                13,969

Net Increase in Cash and Cash Equivalents                                               3,456                  8,289
Cash and Cash Equivalents at Beginning of the Period                                    5,657                  4,088
                                                                                      -------                -------
Cash and Cash Equivalents at End of the Period                                        $ 9,113                $12,377
                                                                                      =======                =======

Supplemental Cash Flow Information:
Cash paid for income taxes                                                            $ 2,097                $ 1,292
                                                                                      =======                =======
Cash paid for interest                                                                $ 6,390                $ 5,568
                                                                                      =======                =======

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 Par               Treasury      ESOP     Comprehensive
                                   Stock     Surplus        Value         Deficit       Stock      Shares        Income
                                   -----     -------        -----         -------       -----      ------        ------

<S>                                <C>     <C>         <C>              <C>         <C>          <C>               <C>
Balance, December 30, 1999          $491    $133,338    $(188,339)       $(72,887)   $(43,062)    $(2,658)          $(9)

Employee compensation plans
 (option exercises, restricted
  stock plan, incentive bonus)                  (386)                                     411
Loans to the Employee Stock
  Ownership Trust                                                                                    (300)
Payment received on
  Employee Stock Ownership
  Trust note                                                                                        2,658
Reclassification to Redeemable
  common stock                       (9)                   (2,030)
Accretion of mezzanine shares
  to redeemable value                            424         (424)           (424)
Translation adjustment                                                                                                5
Net earnings                                                                  476
                                   ----     --------    ---------        --------    --------     -------          ----
Balance, March 30, 2000            $482     $133,376    $(190,793)       $(72,835)   $(42,651)      $(300)          $(4)
                                   ====     ========    ==========       =========   ========     =======          ====



See accompanying notes to consolidated condensed financial statements.

</TABLE>


<PAGE>


                            DYNCORP AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                 MARCH 30, 2000

                                    UNAUDITED

Note 1.  Basis of Presentation

      The Company has prepared the unaudited  consolidated  condensed  financial
      statements  included  herein  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 are 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 2000
      presentation.

Note 2.  Redeemable Common Stock

      Common  stock  which is  redeemable  upon the  exercise  of puts under the
      Company's   Employee   Stock   Ownership   Plan  ("ESOP")  and  under  the
      registration  rights agreement noted below has been reflected as Temporary
      Equity at each balance sheet date and consists of the following:

<TABLE>
<CAPTION>

                                                       Balance at                                       Balance at
                                       Redeemable       March 30,                     Redeemable       December 30,
                       Shares             Value            2000          Shares         Value              1999
                   ------------      --------------   -------------     --------     -----------        ----------
<S>                <C>               <C>                 <C>           <C>           <C>             <C>
ESOP Shares         3,313,729         $27.50              $  91,128     3,313,729     $27.50          $  91,128
                    4,126,789         $22.75                 93,884     4,037,208     $22.75             91,846
                    ---------                             ---------     ---------                     ---------
                    7,440,518                             $ 185,012     7,350,937                     $ 182,974
                                                          =========     =========                     =========

Other Shares          426,217         $15.41              $   6,568       426,217     $14.41          $   6,142
                    =========                             =========     =========                     =========

</TABLE>

      In accordance with the Employee Retirement Income Security Act regulations
      and the 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.

      On December 10, 1999,  the Company  entered into an agreement with various
      financial  institutions  for the sale of 426,217  shares of the  Company's
      stock and Subordinated Notes. Under a contemporaneous  registration rights
      agreement,  the holders of these  shares of stock will have a put right to
      the Company  commencing  on December  10,  2003,  at a price of $40.53 per
      share,  unless one of the following events has occurred prior to such date
      or the exercise of the put right:  (1) an initial  public  offering of the
      Company's common stock has been consummated;  (2) all the Company's common
      stock has been sold; (3) all the Company's assets have been sold in such a
      manner that the holders have received cash payments;  or (4) the Company's
      common  stock  has  been  listed  on a  national  securities  exchange  or
      authorized  for quotation on the Nasdaq  National  Market System for which
      there is a public market of at least $100 million for the Company's common
      stock.  If,  at the time of the  holders'  exercise  of the put  right the
      Company is unable to pay the put price  because of financial  covenants in
      loan agreements or other provisions of law, the Company will not honor the
      put at that time,  and the put price will  escalate  for a period of up to
      four years,  at which time the put must be honored.  The  escalation  rate
      increases during such period until the put is honored, and the rate varies
      from an  annualized  factor of 22% for the first  quarter after the put is
      not honored up to 52% during the sixteenth quarter.

Note 3.  Employee Stock Ownership Trust

      From time to time, the Company makes  collateralized loans to the Employee
      Stock  Ownership  Trust  ("ESOT") to purchase  shares and pay off expiring
      loans.  During the first three months of 2000, the Company loaned the ESOT
      $0.3  million  and the ESOT paid back to the Company  $2.7  million of the
      outstanding  loan  balance.  The  unpaid  loan  balance,  reflected  as  a
      reduction of  stockholders'  equity,  was $0.3 million and $2.7 million at
      March 30,  2000 and  December  30,  1999,  respectively.  The unpaid  loan
      balances  represented  11,470 and 101,052  unallocated shares at March 30,
      2000, and December 30, 1999, respectively.

Note 4.  Income Taxes

      The provision for income taxes in 2000 and 1999 is based upon an estimated
      annual  effective  tax rate.  This rate  includes  the impact of permanent
      differences  between the book value of assets and  liabilities  recognized
      for  financial  reporting  purposes  and  the  basis  recognized  for  tax
      purposes.

Note 5.  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  common
      stockholders'  share of net  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  conditions for issuance have 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  options  outstanding,  assuming  the
      treasury stock method.


<TABLE>
<CAPTION>
                                                                     Three Months Ended

                                                                  March 30,        April 1,
                                                                     2000            1999
                                                                     ----            ----

<S>                                                                <C>             <C>
Weighted average shares outstanding for basic EPS                   10,411          10,176
   Effect of dilutive securities:
      Stock options                                                    227             152
                                                                    ------          ------
Weighted average shares outstanding for diluted EPS                 10,638          10,328
                                                                    ======          ======

</TABLE>


Note 6.  Business Segments

     The  Company  has  three  reportable  segments,   DynCorp  Information  and
     Enterprise  Technology  ("DI&ET"),  DynCorp Technical  Services ("DTS") and
     DynCorp Information Systems LLC ("DIS"). DI&ET designs, develops,  supports
     and  integrates  software and hardware  systems to provide  customers  with
     comprehensive  solutions for information  management and engineering needs.
     DTS provides  services  ranging from aviation  maintenance to  multifaceted
     aerospace sciences,  technology and avionics engineering. DIS offers a full
     range of integrated  telecommunications services and information technology
     solutions  in  the  area  of  professional   services,   business   systems
     integration,   information   infrastructure   solutions   and   information
     technology operations and support.

     Revenues,  operating profit and identifiable assets for the Company's three
     business  segments  for  2000  and the  comparable  periods  for  1999  are
     presented below:

<TABLE>
<CAPTION>

                                                                   Three Months Ended

                                                             March 30,             April 1,
                                                               2000                  1999
                                                               ----                  ----
<S>                                                        <C>                   <C>
Revenues
--------
   DI&ET                                                    $166,522              $155,456
   DTS                                                       209,185               156,430
   DIS                                                        52,793                     -
                                                            --------              --------
                                                            $428,500              $311,886
                                                            ========              ========

Operating Profit (a)
----------------
   DI&ET                                                    $  8,704               $ 8,970
   DTS                                                         8,475                 6,960
   DIS                                                         3,390                     -
                                                            --------               -------
                                                              20,569                15,930

 Corporate general and administrative                          6,633                 5,417
 Interest income                                                (827)                 (777)
 Interest expense                                             10,168                 4,054
 Goodwill amortization                                           942                   393
 Minority interest included in operating profit                 (577)               (1,103)
 Amortization of intangibles of acquired companies             2,816                   384
 Other miscellaneous                                              17                   (26)
                                                            --------               -------
 Earnings before income taxes and minority interest         $  1,397               $ 7,588
                                                            ========               =======

                                                             March 30,           December 30,
                                                               2000                  1999
                                                               ----                  ----
  Identifiable Assets
  -------------------
     DI&ET                                                 $ 190,565             $ 205,798
     DTS                                                     182,345               173,629
     DIS                                                     195,308               206,083
     Corporate                                                50,094                54,163
                                                           ---------             ---------
                                                           $ 618,312             $ 639,673
                                                           =========             =========

(a)      Defined as the excess of revenues over operating expenses and certain non-operating 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 30, 1999.

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

The Company provides diversified management, technical and professional services
primarily  to  U.S.  Government  customers  throughout  the  United  States  and
internationally.  The  Company's  customers  include  various  branches  of  the
Department of Defense,  the Department of Energy,  the Department of State,  the
Department of Justice, National Aeronautics and Space Administration and various
other U.S., state and local government agencies,  commercial clients and foreign
governments.  The following  discusses the Company's  results of operations  and
financial condition for the three months ended March 30, 2000 and the comparable
period for 1999.

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

Revenues for the first quarter of 2000 were $428.5  million,  compared to $311.9
million for the  comparable  period in 1999, an increase of $116.6  million,  or
37.4%.  Operating  profit,  defined as the  excess of  revenues  over  operating
expenses and certain  non-operating  expenses,  was $20.6  million for the first
quarter of 2000, compared to $15.9 million for the comparable period in 1999, an
increase of $4.6 million or 29.1%.  The increase in both  revenues and operating
profit was  attributable  to the DIS  acquisition  in December 1999 and internal
growth.

DynCorp  Information and Enterprise  Technology  ("DI&ET")  reported revenues of
$166.5  million for the first quarter of 2000 compared to $155.5 million for the
same  quarter in 1999,  an increase of $11.1  million or 7.1%.  The  increase in
revenues  in the first  quarter of 2000  compared  to the first  quarter of 1999
resulted from growth on a sub-contract from the Department of Commerce Bureau of
the Census,  which  began  generating  revenue in the second  half of 1999,  and
growth in a contract with the U.S. Postal Service,  which became  operational in
1999. DI&ET health  information  technology  services' revenues increased due to
growth in a joint venture for vaccine  technology  services to the Department of
Defense. Also contributing to DI&ET's revenue growth was the receipt of an award
fee on a contract that was greater than accrued (expected), increased tasking on
several  indefinite  delivery/indefinite  quantity ("IDIQ") contracts and higher
volumes  of state  and  local  contract  business.  Partially  offsetting  these
increases in revenue was the loss of a sub-contract with the U.S. Postal Service
and the Immigration and Naturalization Service.

For the first quarter ended March 30, 2000, operating profit for DI&ET decreased
slightly by $0.3  million to $8.7  million,  or 3.0%,  from $9.0  million in the
first quarter of 1999. The decrease in operating profit resulted  primarily from
the loss of the  subcontract  with the U.S.  Postal Services and a contract with
the  Immigration  and  Naturalization  Service.  Offsetting  these  decreases in
operating  profit was the  aforementioned  award fee,  higher  volumes in health
information  technology  services,  and the  reversal of  reserves  related to a
business that was sold.

DynCorp  Technical  Services'  ("DTS")  first  quarter 2000 revenues were $209.2
million compared to $156.4 million for the first quarter of 1999, an increase of
$52.8  million or 33.7%.  Operating  profit  increased  by $1.5  million to $8.5
million,  or 21.8%, from $7.0 million in the first quarter of 1999. The increase
in  revenues  resulted  from  increased  tasking on State  Department  contracts
providing  protective support services in several countries,  increased services
on a contract  in support of the  government's  drug  eradication  program,  and
increases in the level of effort on contracts  providing  repair and maintenance
on  military  aircrafts.  Also  contributing  to the  increase  in revenue  were
increases in the  purchase of  reimbursable  materials  for the customer at Fort
Rucker and increased services on certain base operations support contracts.

DTS' increase in operating  profit for the first quarter of 2000 compared to the
first quarter of 1999 resulted from the growth in the State Department contracts
providing protective services and the increases in services providing repair and
maintenance  on  military  aircraft.  Slightly  offsetting  these  increases  in
operating profit were decreases in certain marine services operations contracts.

DynCorp  Information  Systems LLC  ("DIS"),  which was  acquired on December 10,
1999, from GTE  Corporation,  had revenues of $52.8 million and operating profit
of $3.4 million for the first quarter of 2000. The Company's  actual results for
the three-month period ending April 1, 1999 do not include DIS results.

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

Cost of services for the first  quarter 2000 was 95.1% of revenue as compared to
94.7% for the comparable  period in 1999. The increase in the first quarter cost
of services'  percentage  compared to the  comparable  period of 1999 was due to
higher  phase-in  costs for new  contracts  at DTS in the first three  months of
2000.

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

Corporate general and  administrative  expense for the first quarter of 2000 was
$6.6  million,  compared to $5.4 million for the  comparable  period in 1999, an
increase of $1.2  million.  The  increase  relates  primarily  to the  Company's
implementation  of the new financial and human resource software  packages.  The
Company has moved from the design and development phase of this  resystemization
into the  implementation  phase and is now  expensing  versus  capitalizing  the
associated costs.

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

Interest  expense was $10.2  million in the first  quarter of 2000, up from $4.1
million in the first  quarter of 1999.  The  increase  in  interest  expense was
attributable  to higher  average debt levels as a result of the DIS  acquisition
and higher  weighted  average  interest  rates in the first three months of 2000
compared to the first three months of 1999.

Other Expense
-------------

Other expense was $3.8 million for the first  quarter of 2000,  compared to $0.2
million for the  comparable  period of 1999.  The increase  reflects  additional
amortization  costs of intangible  assets  related to the  acquisition of DIS in
December 1999.

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

The  provision  for  income  taxes in 2000 and 1999 is based  upon an  estimated
annual effective tax rate, including the impact of permanent 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  decreased  by $2.3 million for the three months ended March 30, 2000 from
the comparable period in 1999. The decrease was due to lower pretax income off-
set by a higher effective tax rate in the first quarter of 2000, compared to the
same period in 1999. The Company's effective tax rate approximated 42.0% for the
three months ended March 30, 2000 compared to 40.0% in the comparable  period in
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 $4.3  billion at March 30,  2000,  compared  to $4.4
billion at December 30, 1999,  a net  decrease of $0.1  billion.  The backlog at
March 30, 2000  consisted of $2.2 billion for DTS,  $1.7 billion for DI&ET,  and
$0.4  billion for DIS  compared to December 30, 1999 backlog of $2.2 billion for
DTS, $1.7 billion for DI&ET,  and $0.5 billion for DIS.

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

Working capital, defined as current assets less current liabilities,  was $161.1
million at March 30, 2000  compared to $165.2  million at December  30,  1999, a
decrease of $4.1  million.  This  decrease was  primarily the result of a higher
current portion of long-term debt and lower accounts receivable  balance,  which
was partially  offset by a lower accounts payable balance at March 30, 2000. The
higher  current  portion  of  long-term  debt  along  with the  higher  customer
collections  and  seasonality  in  accounts  payable  contributed  to the lower
working capital balance.

For the  three  months  ended  March  30,  2000,  the  Company's  cash flow from
operations increased $2.8 million to $3.8 million from the comparable period for
1999. The increase in cash provided by operations was primarily  attributable to
higher  customer  collections  in the first three months of 2000 compared to the
first three months of 1999.  Partially  offsetting the cash from higher customer
collections was cash used for payment of accounts payable.

Investing  activities  provided  funds of $5.7 million in the three months ended
March 30,  2000.  The Company  sold an office  building  located in  Alexandria,
Virginia  to a third party for $10.5  million,  and  simultaneously  closed on a
lease of that property from the new owner. The Company used a portion of the net
proceeds to pay off the mortgage on the property.  Partially offsetting the cash
provided from the sale of the office  building was cash used for the purchase of
other property and equipment.  During the first three months of 1999,  investing
activities  used funds of $6.7 million  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.

Cash used in  financing  activities  for the three  months  ended March 30, 2000
totaled $6.0  million and included the payoff of the mortgage on the  Alexandria
office  building that the Company sold. The Company also reduced its outstanding
borrowings  under the Senior  Secured  Credit  Agreement  Term B loans  maturing
December  9,  2006.  During  the first  quarter  of 1999,  financing  activities
provided net funds of $14.0  million,  which  consisted  primarily of additional
borrowing against the Contract Receivable  Collateralized  Class B Variable Rate
Note.  The  proceeds  were used to make a loan to the Employee  Stock  Ownership
Trust,  to fund the Company's  purchase of common stock from  investors,  and to
finance working capital needs.

The Company  anticipates selling  non-strategic  assets from time to time in the
future.

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 flow and does not represent net income
or cash flow 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, measures
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):

<TABLE>
<CAPTION>

                                                                Three Months Ended

                                                            March 30,         April 1,
                                                              2000              1999
                                                              ----              ----
<S>                                                         <C>               <C>
Net earnings                                                 $  476            $3,891
   Depreciation and amortization                              6,013             2,310
   Interest expense, net                                      9,341             3,277
   Income taxes                                                 344             2,594
   Amortization of deferred debt expense                       (271)             (186)
   Debt issue discount                                          (10)               (9)
                                                             ------            ------
EBITDA                                                     $ 15,893           $11,877
                                                           ========           =======

</TABLE>

Year 2000 Compliance
--------------------

 The  principal  "Year 2000" ("Y2K") risk to the Company would have come from an
extended  failure of one or more of its core systems  (financial,  payroll,  and
human  resources).  The Company  completed  all Y2K  readiness  work and did not
experience any material  adverse impacts as a result of the Y2K date transition.
No problems were found that materially affected the Company's ability to perform
on its significant contracts.

Assessments at the contract level were completed to the extent  possible.  These
assessments included analysis of the readiness of hardware,  software, prime and
subcontractors,   customers,  suppliers  and  vendors,  data  dependencies,  and
facilities. There were no material issues on any contracts.

The Company does not believe it has any continued exposure to the Y2K issue.

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

Certain  matters  discussed  or  incorporated  by  reference  in this report are
forward-looking  statements  within the meaning of the federal  securities laws.
Although  the  Company  believes  that  the   expectations   reflected  in  such
forward-looking  statements are based upon reasonable assumptions,  there can be
no assurance that its  expectations  will be achieved.  Factors that could cause
actual  results to differ  materially  from the Company's  current  expectations
include the early  termination  of, or failure of a customer to exercise  option
periods under a significant  contract;  the inability of the Company to generate
actual customer orders under indefinite delivery, indefinite quantity contracts;
technological  change;  the  inability of the Company to manage its growth or to
execute its internal performance plan; the inability of the Company to integrate
the  operations  of  acquisitions;  the  inability of the Company to attract and
retain  the  technical  and other  personnel  required  to perform  its  various
contracts;  general economic conditions;  and other risks discussed elsewhere in
this report and in other filings of the Company with the Securities and Exchange
Commission.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk
-------------------------------------------------------------------

The  Company is exposed to market  risk from  changes in  interest  rates on its
floating rate debt. For more information  related to the Company's floating rate
debt, see Long-term Debt in the Notes to the Consolidated  Financial  Statements
in the Form 10-K.  The Company  manages its exposure to this market risk through
the monitoring of its available  financing  alternatives  including,  in certain
circumstances,  the use of  derivative  financial  instruments.  The Company has
managed its exposure to changes in interest rates by effectively capping at 7.5%
the base  interest  rate on  $100.0  million  of its  LIBOR  indexed  debt.  The
Company's  only  use  of  derivative  financial  instruments  is to  manage  its
exposures to  fluctuations  in interest rates and foreign  exchange  rates.  The
Company  does not hold or issue  derivative  financial  instruments  for trading
purposes.

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

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

(a)  Exhibits

   None filed.

(b)  Reports on Form 8-K

   An amendment to the Form 8-K dated December 27, 1999,  Form 8-K/A,  was filed
   on  February  23,  2000 and  included  the audited  financial  statements  of
   Information  Systems Division as of December 31, 1998 and 1997, together with
   auditors' report,  the unaudited pro forma combined  statements of operations
   for the nine-month  and  twelve-month  periods ending  September 30, 1999 and
   December 31, 1998, respectively,  giving effect to acquisition, and the notes
   to the unaudited pro forma combined financial statements.

                                   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 15, 2000                 /s/ P.C. FitzPatrick
                                   --------------------
                                   P.C. FitzPatrick
                                   Senior Vice President
                                   and Chief Financial Officer

Date: May 15, 2000                 /s/ J.J. Fitzgerald
                                   -------------------
                                   J.J. Fitzgerald
                                   Vice President
                                   and Corporate Controller