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 September 30, 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 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 November 9, 1999
          -----                        ----------------------------------
Common Stock, $0.10 Par Value                   10,025,352


<PAGE>

                        DYNCORP AND SUBSIDIARIES
                              FORM 10-Q
               FOR THE QUARTER ENDED SEPTEMBER 30, 1999

                               INDEX




                                                                         Page
                                                                         ----

PART I.  FINANCIAL INFORMATION
------------------------------

 Item 1.  Financial Statements

  Consolidated Condensed Balance Sheets at
    September 30, 1999 and December 31, 1998                               3-4

  Consolidated Condensed Statements of Operations for
    Three and Nine Months Ended September 30, 1999 and October 1, 1998     5

  Consolidated Condensed Statements of Cash Flows for
    Nine Months Ended September 30, 1999 and October 1, 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                           12-18

 Item 3. Quantitative and Qualitative Disclosures About Market Risk       18

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

 Item 6.  Exhibits and Reports on Form 8-K                                18

  Signatures                                                              19

<PAGE>

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

                     DYNCORP AND SUBSIDIARIES
             CONSOLIDATED CONDENSED BALANCE SHEETS
           SEPTEMBER 30, 1999 AND DECEMBER 31, 1998
                        (In thousands)



                                                                                       September 30,
                                                                                           1999                   December 31,
                                                                                         Unaudited                    1998
                                                                                       -------------              ------------
<S>                                                                                     <C>                   <C>
Assets
Current Assets:
 Cash and cash equivalents                                                               $  11,537             $   4,088
 Accounts receivable, net                                                                  254,581               257,670
 Inventories of purchased products and supplies,
   at lower of cost (first-in, first-out) or market                                            647                   769
 Other current assets                                                                       22,095                15,775
                                                                                         ---------             ---------
   Total current assets                                                                    288,860               278,302

Property and Equipment (net of accumulated depreciation
  and amortization of $31,146 in 1999 and $27,538 in 1998)                                  24,258                18,544

Intangible Assets (net of accumulated amortization of
  $52,362 in 1999 and $50,030 in 1998)                                                      60,734                58,796

Other Assets                                                                                36,537                23,596
                                                                                          --------              --------

Total Assets                                                                              $410,389              $379,238
                                                                                          ========              ========


See accompanying notes to consolidated condensed financial statements.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                         DYNCORP AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED BALANCE SHEETS
               SEPTEMBER 30, 1999 AND  DECEMBER 31, 1998
                  (In thousands, except share amounts)


                                                                                       September 30,
                                                                                           1999                December 31,
                                                                                         Unaudited                1998
                                                                                       -------------           ------------
<S>                                                                                     <C>                   <C>
Liabilities and Stockholders' Equity
Current Liabilities:
 Notes payable and current portion of long-term debt                                     $  28,262             $   8,145
 Accounts payable                                                                           54,355                66,885
 Deferred revenue and customer advances                                                      2,646                 2,542
 Accrued liabilities                                                                       125,444               110,051
                                                                                          --------             ---------
     Total current liabilities                                                             210,707               187,623

Long-Term Debt                                                                             152,025               152,121

Other Liabilities and Deferred Credits                                                      35,350                27,644

Contingencies and Litigation                                                                     -                     -

Temporary Equity:
 Redeemable common stock -
   ESOP shares, 7,256,919 and 7,082,422
     shares issued and outstanding in 1999 and 1998,
     respectively, subject to restrictions                                                 190,067               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 5,002,465 and 4,976,423 shares in 1999 and 1998, respectively                        500                   498
 Paid-in surplus                                                                           127,195               127,216
 Accumulated other comprehensive income                                                         (5)                  (10)
 Reclassification to temporary equity for redemption value
   greater than par value                                                                 (189,341)             (183,140)
 Deficit                                                                                   (67,943)             ( 78,782)
 Common stock held in treasury, at cost; 2,259,522 and
   2,005,728 shares in 1999 and 1998, respectively                                         (41,923)              (35,640)
 Unearned ESOP shares                                                                       (6,243)               (2,153)
                                                                                          ---------             ---------

Total Liabilities and Stockholders' Equity                                                $410,389              $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                 Nine Months Ended
                                                                 ------------------                 -----------------
                                                            September 30,     October 1,      September 30,      October 1,
                                                                1999             1998              1999             1998
                                                                ----             ----              ----             ----
<S>                                                          <C>              <C>               <C>              <C>
Revenues                                                      $334,635         $316,358          $967,782         $917,833

Costs and expenses:
 Costs of services                                             318,521          300,061           917,709          871,924
 Corporate general and administrative                            4,291            5,015            15,381           15,076
 Interest income                                                  (338)            (291)           (1,375)            (968)
 Interest expense                                                4,466            3,676            13,010           11,325
 Other                                                           1,163              701             3,447            2,569
                                                              --------         --------          --------         --------
   Total costs and expenses                                    328,103          309,162           948,172          899,926

Earnings before income taxes and minority interest               6,532            7,196            19,610           17,907
 Provision for income taxes                                      2,306            2,685             6,872            6,590
                                                              --------         --------          ---------        --------
Earnings before minority interest                                4,226            4,511            12,738           11,317
 Minority interest                                                 590              485             1,899            1,432
                                                              --------         --------          ---------        --------

Net earnings                                                  $  3,636         $  4,026          $ 10,839         $  9,885
                                                              ========         ========          ========         ========

Basic earnings per share                                      $   0.37         $   0.39          $   1.08         $   0.97

Diluted earnings per share                                    $   0.36         $   0.38          $   1.06         $   0.94

Weighted average number of shares
 outstanding for basic earnings per share                        9,859           10,436            10,047           10,224

Weighted average number of shares
 outstanding for diluted earnings per share                     10,137           10,579            10,268           10,541



See accompanying notes to consolidated condensed financial statements.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>




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

                                  UNAUDITED
                                                                                        Nine Months Ended
                                                                               September 30,           October 1,
                                                                                   1999                   1998
                                                                                   ----                   ----
<S>                                                                            <C>                     <C>
Cash Flows from Operating Activities:
Net earnings                                                                    $   10,839              $   9,885
Adjustments to reconcile net earnings from operations to net cash
  provided by (used in) operating activities:
 Depreciation and amortization                                                       8,318                  6,517
 Increase in reserves for divested businesses                                            -                  1,000
 Proceeds from insurance settlement for asbestos claims                                  -                  1,463
 Capitalized phase-in costs on long-term contracts                                  (2,473)                     -
 Other                                                                                (561)                    94
Changes in current assets and liabilities, net of acquisitions:
 Increase in current assets except cash and cash equivalents                        (3,109)               (34,221)
 Increase in current liabilities excluding notes payable
  and current portion of long-term debt                                              2,605                 13,422
                                                                                ----------              ---------
Cash provided by (used in) operating activities                                     15,619                 (1,840)

Cash Flows from Investing Activities:
Sale of property and equipment                                                         216                    187
Purchase of property and equipment                                                  (9,812)                (3,583)
Assets and liabilities of acquired business                                              -                (10,241)
Increase in investments in unconsolidated affiliates                                (2,570)                  (971)
Capitalized cost of new financial and human resource systems                        (5,817)                (3,380)
Other                                                                                  196                   (139)
                                                                                ----------              ---------
Cash used in investing activities                                                  (17,787)               (18,127)

Cash Flows from Financing Activities:
Treasury stock purchased                                                            (6,605)                (1,479)
Payment on indebtedness                                                           (146,733)               (43,347)
Proceeds from debt issuance                                                        166,729                 43,210
Payment received on Employee Stock Ownership Plan note                               6,992                  3,318
Loan to Employee Stock Ownership Plan                                             (11,082)                      -
Other                                                                                 316                      56
                                                                                ---------               ----------
Cash provided by financing activities                                               9,617                   1,758

Net Increase (Decrease) in Cash and Cash Equivalents                                7,449                 (18,209)
Cash and Cash Equivalents at Beginning of the Period                                4,088                  24,602
                                                                                ----------              ----------
Cash and Cash Equivalents at End of the Period                                  $  11,537               $   6,393
                                                                                ==========              ==========

Supplemental Cash Flow Information:
Cash paid for income taxes                                                      $   4,585               $   7,060
                                                                                ==========              ==========
Cash paid for interest                                                          $  13,542               $  10,796
                                                                                ==========              ==========

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)      7               (21)                                      322
Treasury stock purchased                                                                    (6,605)
Loans to the Employee Stock
  Ownership Trust                                                                                     (11,082)
Payment received on
  Employee Stock Ownership
  Trust note                                                                                            6,992
Reclassification to redeemable
  common stock                      (5)                          (6,201)
Translation adjustment                                                                                                  5
Net earnings                                                                    10,839
                                  -----         --------      ----------      ---------   ---------   --------        ----
Balance, September 30, 1999       $500          $127,195      $(189,341)      $(67,943)   $(41,923)   $(6,243)        $(5)
                                  =====         ========      ==========      =========   =========   ========        ====

See accompanying notes to consolidated condensed financial statements.

</TABLE>

<PAGE>


                             DYNCORP AND SUBSIDIARIES
             NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                SEPTEMBER 30, 1999

                                     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 1999
     presentation.

Note 2.  Accounts Receivable, Net

      At September  30, 1999 and December  31,  1998,  $116.5  million and $87.9
      million,   respectively,   of  accounts   receivable  were  restricted  as
      collateral  for  the  7.486%  Contract  Receivable   Collateralized  Notes
      ("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 September 30, 1999 and December
      31, 1998.

      Accounts  receivable are net of an allowance for doubtful accounts of
      $2.6 million at September  30, 1999 and $1.1 million at December 31, 1998.

Note 3.  Redeemable Common Stock

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

<TABLE>
<CAPTION>
                                                       Balance at                                     Balance at
                                     Redeemable       September 30,                 Redeemable       December 31,
                     Shares            Value              1999             Shares     Value              1998
                     ------          ----------       -------------        ------   ----------       ------------
<S>               <C>                <C>          <C>                   <C>           <C>             <C>
ESOP Shares        3,347,519          $28.75       $   96,241            3,382,340     $27.75          $  93,860
                   3,909,400          $24.00           93,826            3,700,082     $23.50             86,952
                   ---------                        ---------            ---------                     ---------
                   7,256,919                        $ 190,067            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 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.

      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  ("ESOT") to purchase  shares and pay off expiring
      loans.  During the nine months of 1999,  the Company loaned the ESOT $11.1
      million  and  the  ESOT  paid  back to the  Company  $7.0  million  of the
      outstanding  loan  balance.  The  unpaid  loan  balance,  reflected  as  a
      reduction of  stockholders'  equity,  was $6.2 million and $2.2 million at
      September  30, 1999 and December 31, 1998,  respectively.  The unpaid loan
      balances  represented  239,371 and 99,309  unallocated shares at September
      30, 1999, and December 31, 1998, respectively.

Note 5.  Income Taxes

      The provision for income taxes in 1999 and 1998 is based upon an estimated
      annual  effective tax rate.  This rate includes 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 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
      warrants and options outstanding, assuming the treasury stock method.

<TABLE>
<CAPTION>
                                                                   Three Months Ended                         Nine Months Ended
                                                                   ------------------                         -----------------
                                                               September 30,     October 1,          September 30,       October 1,
                                                                    1999            1998                  1999              1998
                                                                    ----            ----                  ----              ----
<S>                                                               <C>              <C>                  <C>                <C>
       Weighted average shares outstanding for basic EPS            9,859           10,436               10,047             10,224
          Effect of dilutive securities:
             Warrants                                                   -                1                    -                170
             Stock options                                            278              142                  221                147
                                                                   ------            -----               ------             ------
       Weighted average shares outstanding for diluted EPS         10,137           10,579               10,268             10,541
                                                                   ======           ======               ======             ======

</TABLE>

Note 7.  Recently Issued Accounting Pronouncements

      In April 1998,  the American  Institute of  Certified  Public  Accountants
      ("AICPA") issued Statement of Position ("SOP") No. 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,  except for
      long-term contracts. 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 1999, the Financial Accounting  Standards  Board  ("FASB")  issued
      Statement  of  Financial  Accounting  Standards  ("SFAS") No.  137,  which
      deferred the effective date of SFAS 133. In June 1998,  FASB  issued  SFAS
      No. 133 "Accounting for Derivative  Instruments and  Hedging  Activities,"
      which is effective for all fiscal quarters of fiscal years beginning after
      June 15,  2000.  SFAS No. 133   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 this new standard  will  have  a  material
      impact on its results of operations or financial condition.

Note 8.  Subsequent Event - Acquisition of GTE Information Systems, LLC

     On October 29, 1999, the Company signed a definitive  purchase agreement to
     acquire GTE Information Systems, LLC ("GTEIS") which the Company expects to
     close prior to year-end. GTEIS, headquartered in Chantilly, Virginia, is in
     the  government  communications  and  information  solutions  and  services
     business,  providing electronics systems, products, and integration/support
     services to U.S. and foreign  governments,  state and local governments and
     commercial  customers.  GTEIS had  revenues of $233.6  million for year-end
     1998 and $159.2 million for the nine months ended September 30, 1999. GTEIS
     has over 900 employees.  The Company anticipates that GTEIS will strengthen
     and expand the reach and the content of its current information  technology
     practice.  The  Company is  purchasing  the unit for  approximately  $170.0
     million  including  direct  transaction  costs.  The  acquisition  will  be
     accounted for under the purchase method of accounting.

     In connection with the acquisition,  several  financial  institutions  have
     agreed to underwrite  additional  senior  secured and  subordinated  credit
     facilities to finance the acquisition and related transaction  expenses, to
     refinance certain existing  indebtedness and to provide funding for ongoing
     working capital,  and general  corporate  purposes.  The facilities will be
     generally guaranteed by all of the Company's material subsidiaries and will
     be  secured  by  a  first   priority,   perfected   security   interest  on
     substantially all of the Company's assets.

Note 9.  Business Segments

      Effective  January 1, 1999,  the  Company  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. Business segment information for 1998 has been restated to give
     effect to this change.

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

<TABLE>
<CAPTION>
                                                                  Three Months Ended                         Nine Months Ended
                                                                  ------------------                         -----------------
                                                           September 30,       October 1,         September 30,       October 1,
                                                                1999              1998                 1999              1998
                                                                ----              ----                 ----              ----
<S>                                                              <C>               <C>                  <C>              <C>
       Revenues
       --------
          DynCorp Information and Enterprise Technology           $162,448          $171,460             $480,189         $ 478,973
          DynCorp Technical Services                               172,187           144,898              487,593           438,860
                                                                  --------          --------             --------          --------
                                                                  $334,635          $316,358             $967,782          $917,833
                                                                  ========          ========             ========          ========

       Operating Profit (a)
       --------------------
          DynCorp Information and Enterprise Technology           $  8,587          $  9,293             $ 26,984          $ 24,312
          DynCorp Technical Services                                 7,591             6,485               22,201            19,163
                                                                  --------          --------             --------          --------
                                                                    16,178            15,778               49,185            43,475

        Corporate general and administrative                         4,291             5,015               15,381            15,076
        Interest income                                               (338)             (291)              (1,375)             (968)
        Interest expense                                             4,466             3,676               13,010            11,325
        Goodwill amortization                                        1,405               393                2,191             1,179
        Minority interest included in operating profit                (590)             (485)              (1,899)           (1,432)
        Amortization of intangibles of acquired companies              365               495                1,115             1,004
        Other miscellaneous                                             47              (221)               1,152              (616)
                                                                  --------          ---------            ---------         ---------
        Earnings before income taxes and minority interest        $  6,532          $  7,196             $ 19,610          $ 17,907
                                                                  ========          =========            =========         =========

</TABLE>

<TABLE>
<CAPTION>
                                                               September 30,                              December 31,
                                                                    1999                                      1998
                                                                    ----                                      ----
<S>                                                                  <C>                                       <C>
         Identifiable Assets
         -------------------
            DynCorp Information and Enterprise Technology             $196,163                                  $193,094
            DynCorp Technical Services                                 152,076                                   141,514
            Corporate                                                   62,150                                    44,630
                                                                      --------                                  --------
                                                                      $410,389                                  $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
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 and nine months ended  September 30, 1999 and
the comparable periods for 1998.

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

For the three and nine months ended September 30, 1999,  revenue  increased 5.8%
and 5.4% to $334.6 million and $967.8 million, respectively,  compared to $316.4
million and $917.8 million for the comparable periods in 1998. Operating profit,
defined  as  the  excess  of  revenues  over  operating   expenses  and  certain
non-operating  expenses,  increased  2.5% and 13.1% to $16.2  million  and $49.2
million,  respectively,  compared  to $15.8  million  and $43.5  million for the
comparable periods in 1998.

DynCorp Information and Enterprise Technology reported revenue growth of 0.3% to
$480.2 million for the nine months ended September 30, 1999,  compared to $479.0
million for the comparable  period in 1998.  The revenue  increase was primarily
due to the  start-up  of a  contract  with the U.S.  Postal  Service,  which was
awarded in 1998 but became operational in 1999,  increased tasking on indefinite
delivery/indefinite  quantity ("IDIQ") contracts,  and growth in a contract with
the  Department of Justice.  Also  contributing  to the revenue  increases  were
higher  volume of state and local  contract  business,  two award fees  received
which  were  greater  than  accrued  (expected),  growth in  health  information
technology  services,  and new business with the customer at the Norco location.
Partially offsetting these increases in revenue was the loss in recompetition of
significant  portions  of  the  work  scope  of an  enterprise  contract  at the
Department  of Energy Rocky Flats  location.  In the nine months of 1998,  Rocky
Flats' revenue was $67.7 million.

For  the  three  months  ended  September  30,  1999,  DynCorp  Information  and
Enterprise  Technology  reported revenues of $162.4 million,  compared to $171.5
million for the comparable period in 1998. The decrease in revenue resulted from
the loss in recompetition of significant  portions of an enterprise  contract at
the DoE Rocky Flats location. In the third quarter of 1998, Rocky Flats' revenue
was $21.5  million.  Partially  offsetting  this  decrease  in  revenue  was the
start-up  of  a  contract  with  the  U.S.  Postal  Service,  growth  in  health
information technology services, and growth in a contract with the Department of
Justice, as noted above.

DynCorp  Information  and Enterprise  Technology had a contract with the Federal
Occupational Health Administration that had a termination for convenience notice
issued in the second  quarter for  convenience  of the  customer.  The  customer
rescinded  the  termination  for  convenience  notice in the third  quarter  and
requested that DynCorp Information and Enterprise Technology continue to provide
service under the contract. As a result, management renegotiated the contract to
more favorable terms and the customer has exercised the final option year on the
contract.  Revenue  from  this  contract  for the three  and nine  months  ended
September 30, 1999 was $1.9 million and $5.1 million, respectively,  compared to
$1.9 million and $5.3 million for the same periods in 1998.

DynCorp  Information  and Enterprise  Technology had two contracts that ended in
the third  quarter of 1999.  Option years on a subcontract  for the U.S.  Postal
Service  were not  exercised  due to the lack of  funding.  A contract  with the
Department of Justice was lost in recompetition. Revenue for these two contracts
was  $14.5  million  and $55.3  million  for the  three  and nine  months  ended
September  30, 1999,  respectively,  compared to $14.1 million and $26.8 million
for the comparable periods in 1998. The Company  anticipates that these contract
losses will decrease DynCorp Information and Enterprise Technology's revenue and
operating  profit  in the  fourth  quarter  of  1999.  DynCorp  Information  and
Enterprise  Technology expects to win new business next year to offset this loss
of business.

For the nine months  ended  September  30,  1999,  operating  profit for DynCorp
Information and Enterprise  Technology increased 11.0% to $27.0 million compared
to $24.3 million for the comparable prior year period. The increase in operating
profit  resulted from the start-up of the contract with the U.S. Postal Service,
volume increases on contracts with the Department of Justice,  increase in state
and local contract  business,  and improved  profitability on previously awarded
IDIQ contracts.  Also  contributing to the increase in operating profit were the
receipts  of  award  fees  on two  contracts  that  were  greater  than  accrued
(expected),  and the fact that 1998 operating profit reflected losses on several
contracts  that did not  continue in 1999.  These  increased  profits  more than
offset the decrease in profits from the loss of the  enterprise  contract at the
Rocky Flats location.

DynCorp Information and Enterprise  Technology's  operating profit for the three
months ended  September 30, 1999  decreased $0.7 million or 7.6% to $8.6 million
compared to $9.3 million for third quarter of 1998. The decrease resulted mostly
from the  aforementioned  contract  lost in  recompetition  at the  Rocky  Flats
locations and charges on a contract with the Department of Justice, which  ended
in the  third  quarter  of 1999.  In the third  quarter  of 1998,  Rocky  Flats'
operating profit was $1.2 million.

DynCorp Technical Services' revenues  year-over-year showed continued growth for
the three and nine months  ended  September  30, 1999.  Revenues  grew 18.8% and
11.1%, respectively, to $172.2 million and $487.6 million, respectively, for the
three and nine months of 1999 compared to $144.9  million and $438.9 million for
the comparable  periods in 1998. These revenue increases resulted in part from a
contract  providing  technical  and support  services for the United  States Air
Force at Columbus AFB,  which became fully  operational in the fourth quarter of
1998, and increased  tasking on State  Department  contracts  providing  support
services related to the conflicts in Kosovo and East Timor.  Increased  services
in Qatar,  and  increases  in the  purchase of  reimbursable  materials  for the
customer at Fort Rucker also  contributed  to the third  quarter and  nine-month
revenue growth.  Slightly  offsetting these revenue increases were lower tasking
on certain base operations support contracts.

Operating  profit for DynCorp  Technical  Services  increased 17.1% and 15.9% to
$7.6 million and $22.2 million for the three and nine months ended September 30,
1999,  compared to $6.5 million and $19.2 million for the comparable  prior year
periods. The increase in third quarter and nine month operating profit, compared
to the same period in 1998,  resulted from the aforementioned  increased tasking
on the State  Department  contracts,  more favorable  pricing  included in a new
contract awarded in the fourth quarter of 1998 with the customer at Fort Rucker,
the contract with the United States Air Force at Columbus AFB, and lower bid and
proposal costs.  Slightly  offsetting  these increases were operating  losses on
certain residual security contracts.

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

Cost of  services  for the third  quarter  and nine months of 1999 was 95.2% and
94.8%  of  revenue,  respectively,  as  compared  to  94.9%  and  95.0%  for the
comparable  periods in 1998. The increase in the third quarter cost of services'
percentage  compared  to the  comparable  period of 1998 was due to charges on a
contract with the Department of Justice which ended in the third quarter of 1999
and a negative  experience on employee medical costs. The decrease in nine-month
cost of services'  percentage was due to improved pricing on several  contracts,
the shift to more  profitable  businesses,  and  higher  profit  margins on some
existing  contracts  offset by the charges on the Department of Justice contract
and the negative experience on employee medical costs, as previously mentioned.

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

Corporate  general and  administrative  expense  for the third  quarter and nine
months of 1999 was $4.3 million and $15.4 million,  respectively, as compared to
$5.0 million and $15.1 million for the comparable  periods in 1998. The decrease
in third quarter  corporate general and  administrative  expense compared to the
third  quarter of 1998 was due to  reversal of $2.0  million of reserves  due to
favorable resolution of contract compliance issues. This was partially offset by
increases primarily from the Company's implementation of new financial and human
resource  software  packages,  as  described  below under Year 2000.  The slight
increase in the nine-month corporate general and administrative  expense was due
to the  Company's  implementation  of the new  software  packages  offset by the
reserve reversal.

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

For the three and nine months ended  September  30, 1999,  interest  expense was
$4.5 million and $13.0 million, respectively, compared to $3.7 million and $11.3
million for the  comparable  periods in 1998.  The increase in interest  expense
resulted  from  an  increase  in  debt  borrowings.  Also  contributing  to  the
nine-month  increase in interest expense was an arbitration award to a plaintiff
on a contract dispute related to a discontinued operation.

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

Other expense was $1.2 million and $3.4 million, respectively, for the three and
nine months ended  September  30, 1999 compared to $0.7 million and $2.6 million
for the comparable periods of 1998. The increase in the three and  nine  months'
other expense compared to the comparable  periods  in  1998  resulted  from  the
write-off of cost in excess of net assets acquired of a consolidated subsidiary.
Also contributing  to  the  nine  month  other  expense  increase  was  expenses
associated with an  arbitration  award to  a  plaintiff  on a  contract  dispute
related to a discontinued operation.

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 decreased
by $0.4 million to $2.3 million for the three  months ended  September  30, 1999
compared to $2.7 million in the comparable period in 1998. The decrease was  due
to lower pretax income in the third  quarter  of  1999  and  a  slightly  higher
effective tax rate in the third quarter of 1998.  The provision for income taxes
increased by $0.3  million to $6.8  million  for the nine months ended September
30, 1999 compared to $6.6 million in the comparable period in 1998. The increase
resulted from higher pretax income in the nine months ended  September 30,  1999
offset by the  higher  effective tax rate in 1998.  The Company's effective  tax
rate approximated  38.8% for the three and nine months ended September 30,  1999
compared to 40.0% in the comparable periods in 1998.

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 $3.8 billion at September  30, 1999 compared to $4.1
billion at December 31, 1998,  a net  decrease of $0.3  billion.  The backlog at
September 30, 1999 consisted of $2.1 billion for DynCorp Technical  Services and
$1.7  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   IDIQ  contracts  with  GSA  and  NASA  to  provide
comprehensive desktop computer,  server and intra-center  communication support.
The  Company's  backlog at September  30, 1999 does not include any  significant
value for these  contracts  because the Company cannot  reasonably  estimate the
future revenues from these contracts.

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

Working capital,  defined as current assets less current liabilities,  was $78.2
million at September  30, 1999 compared to $90.7 million at December 31, 1998, a
decrease  of $12.5  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 $15.6  million in the nine months of 1999, as
compared to $1.8 million cash used in  operations in the nine months of 1998, an
increase in cash provided of $17.4 million.  The increase  resulted  mostly from
the absence of an increase in accounts receivable similar to that of 1998, which
was caused by increased revenues and start-up of new contracts,  and from higher
net earnings and payable  balances in 1999.  Investing  activities used funds of
$17.8 million in the nine months ended  September 30, 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  $11.1 million of costs  related to internal use software,  of which
$5.8 million was  capitalized  during the nine months of 1999,  and  anticipates
capitalizing  another $0.2 million over the next three  months.  During the nine
months of 1998, investing activities used funds of $18.1 million principally for
the  acquisition of FMAS, a medical  outcome  measurement  and data  abstraction
services  company  acquired  in February  1998,  the  purchase  of property  and
equipment,  and the  purchase of new  software  for  internal use as part of the
Company's Year 2000 plan.

Financing  activities  provided funds of $9.6 million in the nine months 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 Trust, to fund
the  Company's  purchase  of  common  stock  from  ESOP  participants  and other
investors, and to finance working capital needs. During the nine months of 1998,
financing  activities provided funds of $1.8 million. The Company borrowed $43.2
million and repaid $43.3 million of the Contract Receivable Collateralized Class
B Variable  Rate Notes,  which was used  primarily  to finance  working  capital
needs.

The  Company  may  purchase  additional  shares of its  common  stock  from ESOP
participants  whose puts are not honored by the ESOP and from other stockholders
through the Company's  internal  market.  The level of such stock purchases will
depend on the  number of puts  that the ESOP is unable to honor,  the  number of
common  shares  offered for sale in excess of buy orders in each trade under the
internal  market,  internal cash flow  considerations,  and limitations on stock
repurchases under the terms of 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 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                 Nine Months Ended
                                                               ------------------                 -----------------
                                                         September 30,      October 1,      September 30,      October 1,
                                                             1999              1998             1999              1998
                                                             ----              ----             ----              ----
<S>                                                           <C>               <C>              <C>               <C>
Net earnings                                                   $  3,636          $  4,026         $ 10,839          $  9,885
   Depreciation and amortization                                  3,731             2,375            8,318             6,517
   Interest expense, net                                          4,128             3,385           11,635            10,357
   Income taxes                                                   2,306             2,685            6,872             6,590
   Amortization of deferred debt  expense                         (201)             (170)            (567)             (538)
   Debt issue discount                                             (10)               (9)             (28)              (26)
                                                                -------           --------         -------           -------
EBITDA                                                          $13,590           $12,292          $37,069           $32,785
                                                                =======           =======          =======           =======
</TABLE>

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

The  principal  "Year 2000" issue ("Y2K") risk to the Company would come from an
extended  failure of one or more of its core systems  (financial,  payroll,  and
human resources).  Replacement of the Company's core financial,  human resources
and payroll  systems  software  was  initiated  following  a Year 2000  analysis
conducted  in  1997  that  found  these  programs  to be  non-compliant  for the
millennium date rollover. Deployment of a new human resources and payroll system
was launched and has been completed.  Due to the large number of conversions and
the demands on field organizations,  the financial systems implementation is now
scheduled for  completion  in the third quarter of 2000. A contingency  plan was
activated  to install  an updated  compliant  version of the  Company's  current
financial  software  package  in all  locations  where  conversion  to  the  new
Enterprise  Resource  Planning package is not assured prior to 2000. The plan is
now substantially implemented with full completion anticipated before the end of
the year.  Total  expenditures  for the Y2K  effort  were  $17.1  million  as of
September  30, 1999,  of which $11.1 million  represented  capitalized  software
costs. The Company  anticipates  additional  capitalized  software costs of $0.2
million for the remainder of 1999.

A Year 2000  Program  Management  Plan was  developed  and a Y2K Project  Office
launched in mid-1998 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  problems  have been  identified  that  would
materially affect the Company's ability to perform on its significant contracts.
These  assessments  include  third-party  service providers and other vendors on
whom a given contract might depend.

The core systems'  assessment  included initial contact in 1998 with third-party
telecommunications,   employee   benefits,   insurance,   and  other  providers.
Information  obtained  from  these  providers  generally  stated  that they were
addressing  the Y2K problem.  Follow-up  contacts to  ascertain  the progress of
these  providers was just  completed and all have reported solid progress if not
completion of their internal Y2K efforts.  However,  while the Company is taking
appropriate steps to obtain assurances from these service  providers,  this does
not guarantee the performance of such providers or assure that these  assurances
are accurate.

One area of  possible  vulnerability  is the payment  capability  of the various
government  payment  offices  receiving and processing  invoices from a contract
site. The Defense Finance and Accounting Service (DFAS) web site still indicates
September  25,  1999 was the  target  date for full  compliance.  A recent  DFAS
briefing strongly emphasized significant preparation if not readiness. DFAS also
reports the development of contingency  plans.  The Department of Energy payment
office has also  indicated  full  readiness.  DoD and DoE contracts  represent a
large portion of the Company's work.  Government  payment systems are considered
mission critical by the government,  and, in general, such systems have received
considerable attention to ensure Y2K compliance.

The Company has conducted  assessments on government furnished equipment ("GFE")
at contract  sites.  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 addressing  these
potential  areas of risk with  customers.  No problems have been identified that
would  materially  affect the  Company's  ability to perform on its  significant
contracts.  By way of prudence,  contract  managers are considering  alternative
work  methods  in  the  event  of a  short-term  interruption  of  GFE  service,
facilities or contracted vendor  operations.  In select  situations,  due to the
nature of the work, no contingencies/alternative work methods exist.

An employee  awareness program was initiated in mid-1998 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  PCs. By themselves,  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 tested,
repaired or  replaced.  The annual  expenditures  for these  components  are not
significantly  above  levels  that  can be  expected  in the  normal  course  of
business,  given  the  Company's  infrastructure  replacement  plan and  budget.
Depreciation and  amortization  expenses for the  resystemization  and for these
infrastructure  components are allowable costs under government  contracts.  The
internal infrastructure testing,  repair, or replacement effort is 88% complete,
and  infrastructure  testing,  monitoring  and staffing plans for the New Year's
holiday weekend have been completed.

Clauses for  contracts  and  purchases  have been  adopted and are being used to
protect the Company from Y2K-related claims and liabilities.

In summary, the primary Y2K vulnerability for the Company is possible failure of
core systems.  The resystemization  effort is a top priority within the Company,
with dedicated teams and incentive plans for retaining key employees  throughout
the  project.  Contingency  plans  are being  executed  where  delays  have been
experienced.

Assessments at the contract level are largely  complete.  These assessments have
included   analysis  of  the   readiness  of  hardware,   software,   prime  and
subcontractors,   customers,  suppliers  and  vendors,  data  dependencies,  and
facilities.  Given the  information  provided to date there is little  cause for
concern for the Company  overall.  However,  it is  impossible  to predict  with
certainty  the actual  state of Y2K  compliance  that will exist in these  third
party  businesses and  organizations at various  contract  locations.  Moreover,
management is not in a position to accurately  predict the potential  impact, if
any, of international Y2K compliance issues that may effect the country's supply
chain and hence have a  disruptive  impact on the  Company  or such third  party
customers, vendors and suppliers.

At this time, the Company's contingency planning relating to potential Year 2000
issues  include  (1)  alternative  work  methods by  contract  and  headquarters
personnel,  along with appropriate  policies and procedures,  and (2) additional
weekend staffing and  availability  should the need arise during the January 1-3
time  period,   to  include  at a minimum   testing  and  monitoring  of  the IT
infrastructure.

Millennium coordinators are overseeing the Y2K effort in each business area, 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.  Year 2000 readiness  activities across the Company will continue for
the remainder of 1999.

Recent Developments
-------------------

On October 29,  1999,  the Company  signed a  definitive  purchase  agreement to
acquire  GTE Information Systems, LLC ("GTEIS")  which the  Company  expects  to
close prior to year-end. GTEIS, headquartered in Chantilly, Virginia,  is in the
government  communications  and  information  solutions  and services  business,
providing electronic  systems,  products,  and  integration/support  services to
U.S.  and  foreign  governments,  state and  local  governments  and  commercial
customers.  GTEIS had revenues of $233.6  million for  year-end  1998 and $159.2
million  for the nine  months  ended  September  30,  1999.  GTEIS  has over 900
employees.  The Company  anticipates  that GTEIS will  strengthen and expand the
reach and the  content  of its  current  information  technology  practice.  The
Company is purchasing the unit for approximately $170.0 million including direct
transaction  costs.  The  acquisition  will be accounted  for under the purchase
method of accounting.

In connection with the acquisition,  several financial  institutions have agreed
to underwrite  additional  senior secured and subordinated  credit facilities to
finance the acquisition and related transaction  expenses,  to refinance certain
existing  indebtedness and to provide funding for ongoing working  capital,  and
general corporate purposes.  The facilities will be generally  guaranteed by all
of the Company's material  subsidiaries and will be secured by a first priority,
perfected security interest on substantially all of the Company's assets.

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.

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

The  Company  has  limited  exposure  to  market  risk due to the  nature of its
financial   instruments.   The  Company's  only  use  of  derivative   financial
instruments  is to manage its  exposure to  fluctuations  in interest  rates and
foreign exchange rates. The Company does not hold or issue derivative  financial
instruments  for  trading  or other  speculative  purposes.  There  have been no
material changes in market risk to which the Company is exposed since the end of
the Company's preceding fiscal year.


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

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

(a)  Exhibits

   None filed.

(b)  Reports on Form 8-K

   None filed.












                                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: November 10, 1999                            /s/ P.C. FitzPatrick
                                                   --------------------
                                                    P.C. FitzPatrick
                                                    Senior Vice President
                                                    and Chief Financial Officer



Date: November 10, 1999                            /s/ J.J. Fitzgerald
                                                   -------------------
                                                      J.J. Fitzgerald
                                                      Vice President
                                                      and Corporate Controller