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 28, 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 November 8, 2000
                -----                       ----------------------------------
    Common Stock, $0.10 par value                       10,409,088




<PAGE>


                            DYNCORP AND SUBSIDIARIES
                                    FORM 10-Q
                    FOR THE QUARTER ENDED SEPTEMBER 28, 2000

                                      INDEX



                                                                          Page
                                                                          ----


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

   Item 1.  Financial Statements

     Consolidated Condensed Balance Sheets at
         September 28, 2000 and December 30, 1999                          3-4

     Consolidated Condensed Statements of Operations for
         Three and Nine Months Ended September 28, 2000
         and September 30, 1999                                            5

     Consolidated Condensed Statements of Cash Flows for
         Nine Months Ended September 28, 2000
         and September 30, 1999                                            6

     Consolidated Statement of Stockholders' Equity                        7

     Notes to Consolidated Condensed Financial Statements                  8-11

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

   Item 3. Quantitative and Qualitative Disclosures About Market Risk      16

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

   Item 6.  Exhibits and Reports on Form 8-K                               17

     Signatures                                                            18





<PAGE>



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

                            DYNCORP AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                    SEPTEMBER 28, 2000 AND DECEMBER 30, 1999
                                 (In thousands)


<TABLE>

<CAPTION>

                                                                                       September 28,
                                                                                           2000              December 30,
                                                                                         Unaudited               1999
                                                                                         ---------            ---------
<S>                                                                                      <C>                 <C>

Assets
------
Current Assets:
 Cash and cash equivalents                                                               $  13,776              $  5,657
 Accounts receivable (net of allowance for doubtful accounts
     of $4,009 in 2000 and $3,156 in 1999)                                                 336,712               357,411
 Other current assets                                                                       33,437                35,140
                                                                                         ---------              --------
     Total current assets                                                                  383,925               398,208

Property and Equipment (net of accumulated depreciation
 and amortization of $21,979 in 2000 and $21,583 in 1999)                                   45,153                40,795

Intangible Assets (net of accumulated amortization of
 $68,120 in 2000 and $55,755 in 1999)                                                      186,312               149,159

Other Assets                                                                                62,201                51,511
                                                                                         ---------             ---------

Total Assets                                                                             $ 677,591             $ 639,673
                                                                                         =========             =========
</TABLE>




See accompanying notes to consolidated condensed financial statements.




<PAGE>


                            DYNCORP AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                    SEPTEMBER 28, 2000 AND DECEMBER 30, 1999
                      (In thousands, except share amounts)

<TABLE>

<CAPTION>
                                                                                       September 28,
                                                                                           2000                December 30,
                                                                                         Unaudited                1999
                                                                                         ---------              ---------
<S>                                                                                    <C>                   <C>

Liabilities and Stockholders' Equity
------------------------------------
Current Liabilities:
 Notes payable and current portion of long-term debt                                   $    19,872           $     8,242
 Accounts payable                                                                           63,306                85,357
 Deferred revenue and customer advances                                                      8,635                 6,048
 Accrued liabilities                                                                       162,928               133,374
                                                                                       -----------           -----------
     Total current liabilities                                                             254,741               233,021

Long-Term Debt                                                                             311,025               334,944

Other Liabilities and Deferred Credits                                                      87,449                55,718

Contingencies and Litigation                                                                     -                     -

Temporary Equity:
 Redeemable common stock -
   ESOP shares, 7,477,163 and 7,350,937
     shares issued and outstanding in 2000 and 1999,
     respectively, subject to restrictions                                                 186,674               182,974
   Other, 426,217 shares issued and outstanding                                              7,489                 6,142

Stockholders' Equity:
 Common  stock,  par value ten cents per share, authorized
   20,000,000  shares; issued 4,786,155 and 4,908,447 shares
   in 2000 and 1999, respectively                                                              479                   491
 Paid-in surplus                                                                           134,235               133,338
 Accumulated other comprehensive income (loss)                                                  12                    (9)
 Reclassification to temporary equity for redemption value
   greater than par value                                                                 (193,372)             (188,339)
 Deficit                                                                                   (68,622)              (72,887)
 Common stock held in treasury, at cost; 2,281,362 and
   2,301,262 shares in 2000 and 1999, respectively                                         (42,519)              (43,062)
 Unearned ESOP shares                                                                            -                (2,658)
                                                                                       -----------           -----------

Total Liabilities and Stockholders' Equity                                             $   677,591           $   639,673
                                                                                       ===========           ===========

</TABLE>



See accompanying notes to consolidated condensed financial statements.


<PAGE>


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

                                    UNAUDITED

<TABLE>
<CAPTION>


                                                                       Three Months Ended              Nine Months Ended
                                                                       ------------------              -----------------

                                                               September 28,     September 30,     September 28,     September 30,
                                                                    2000             1999              2000              1999
                                                                    ----             ----              ----              ----
<S>                                                             <C>              <C>             <C>                 <C>


Revenues                                                        $ 467,673        $ 334,635       $ 1,341,475         $ 967,782

Costs and expenses:
   Costs of services                                              440,795          318,354         1,268,470           917,190
   Corporate general and administrative                             7,828            4,291            22,484            15,381
   Interest income                                                   (830)            (338)           (2,299)           (1,375)
   Interest expense                                                10,281            4,466            30,977            13,010
   Amortization of intangibles of acquired companies                4,174            1,770            11,264             3,306
   Other expense                                                     (379)            (440)             (931)              660
                                                                ---------        ---------       -----------         ---------
                 Total costs and expenses                         461,869          328,103         1,329,965           948,172

Earnings before income taxes and minority interest                  5,804            6,532            11,510            19,610
       Provision for income taxes                                   2,175            2,306             4,062             6,872
                                                                ---------        ---------       -----------         ---------

Earnings before minority interest                                   3,629            4,226             7,448            12,738
       Minority interest                                              625              590             1,839             1,899
                                                                ---------        ---------       -----------         ---------

Net earnings                                                    $   3,004        $   3,636       $     5,609         $  10,839
                                                                =========        =========       ===========         =========

        Accretion of mezzanine shares to redeemable value             483                -             1,344                 -

Common stockholders' share of net earnings                      $   2,521        $   3,636       $     4,265         $  10,839
                                                                =========        =========       ===========         =========

Basic earnings per share                                        $    0.24        $    0.37       $      0.41         $    1.08

Diluted earnings per share                                      $    0.24        $    0.36       $      0.40         $    1.06

Weighted average number of shares
   outstanding for basic earnings per share                        10,503            9,859            10,464            10,047

Weighted average number of shares
   outstanding for diluted earnings per share                      10,718           10,137            10,679            10,268

</TABLE>


See accompanying notes to consolidated condensed financial statements.





<PAGE>


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

                                    UNAUDITED

<TABLE>
<CAPTION>


                                                                                          Nine Months Ended
                                                                                          -----------------
                                                                                September 28,          September 30,
                                                                                    2000                   1999
                                                                                    ----                   ----
<S>                                                                              <C>                      <C>


Cash Flows from Operating Activities:
Common stockholders' share of net earnings                                       $  4,265                 $ 10,839
Adjustments to reconcile common stockholders' share of net earnings to
    net cash provided by operating activities:
   Depreciation and amortization                                                   18,646                    8,318
   Accretion of mezzanine shares to redeemable value                                1,344                        -
   Other                                                                              822                   (3,034)
Changes in current assets and liabilities, net of acquisitions and
    dispositions:
   Decrease (increase) in current assets except cash and cash equivalents          12,436                   (3,109)
   (Decrease) increase in current liabilities excluding notes payable
     and current portion of long term-debt                                        (11,960)                   2,605
                                                                                 --------                 --------
         Cash provided by operating activities                                     25,553                   15,619
                                                                                 --------                 --------

Cash Flows from Investing Activities:
Sale of property and equipment                                                     10,628                      216
Purchase of property and equipment                                                (15,890)                  (9,812)
Assets and liabilities of acquired business                                        (2,500)                       -
Assets and liabilities of business sold                                             2,300                        -
Increase in investments in unconsolidated affiliates                               (1,536)                  (2,570)
Capitalized cost of new financial and human resource systems                         (240)                  (5,817)
Other                                                                                (347)                     196
                                                                                 --------                 --------
         Cash used in investing activities                                         (7,585)                 (17,787)
                                                                                 --------                 --------

Cash Flows from Financing Activities:
Treasury stock purchased                                                                -                   (6,605)
Payment on indebtedness                                                          (196,465)                (146,733)
Proceeds from debt issuance                                                       179,101                  166,729
Pay-in kind interest on Subordinated Notes                                          5,042                        -
Payment received on Employee Stock Ownership Trust note                             2,958                    6,992
Loan to Employee Stock Ownership Trust                                               (300)                 (11,082)
Other                                                                                (185)                     316
                                                                                 --------                 --------
         Cash (used in) provided by financing activities                           (9,849)                   9,617
                                                                                 --------                 --------

Net Increase in Cash and Cash Equivalents                                           8,119                    7,449
Cash and Cash Equivalents at Beginning of the Period                                5,657                    4,088
                                                                                 --------                 --------
Cash and Cash Equivalents at End of the Period                                   $ 13,776                 $ 11,537
                                                                                 ========                 ========
Supplemental Cash Flow Information:
Cash paid for income taxes                                                       $  4,464                 $  4,585
                                                                                 ========                 ========
Cash paid for interest                                                           $ 22,957                 $ 13,542
                                                                                 ========                 ========
</TABLE>


See accompanying notes to consolidated condensed financial statements.



<PAGE>


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

                                    UNAUDITED

<TABLE>
<CAPTION>

                                                            Adjustment for                                          Accumulated
                                                              Redemption                               Unearned        Other
                                      Common    Paid-in      Value Greater               Treasury        ESOP      Comprehensive
                                       Stock    Surplus     than Par Value    Deficit      Stock        Shares     Income (Loss)
                                       -----    -------     --------------    -------      -----        ------     -------------
<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)                     (447)                                      543
Loans to the Employee Stock
   Ownership Trust                                                                                         (300)
Payment received on
   Employee Stock Ownership
   Trust note                                                                                            2,958
Reclassification to redeemable
   common stock                          (12)                  (3,689)
Accretion of mezzanine shares
   to redeemable value                              1,344      (1,344)          (1,344)
Unrealized gains on securities                                                                                       29
Translation adjustment                                                                                               (8)
Net earnings                                                                     5,609
                                       -----    ---------   ---------         --------     --------     -------    ----
Balance, September 28, 2000            $ 479    $ 134,235   $(193,372)        $(68,622)    $(42,519)    $     -    $ 12
                                       =====    =========   =========         ========     ========     =======    ====

</TABLE>


See accompanying notes to consolidated condensed financial statements.




<PAGE>


                            DYNCORP AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 28, 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.  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.  Accrued Liabilities

      Accrued  liabilities  as of  September  28,  2000 and  December  30,  1999
      included   accrued   salaries  of  $71.1   million   and  $73.0   million,
      respectively.

Note 3.  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    September 28,                 Redeemable      December 30,
               Shares            Value           2000          Shares         Value            1999
               ------            -----           ----          ------         -----            ----
<S>            <C>                <C>           <C>            <C>           <C>             <C>

ESOP Shares    3,313,729          $27.75        $ 91,956       3,313,729     $27.50          $ 91,128
               4,163,434          $22.75          94,718       4,037,208     $22.75            91,846
               ---------                        --------       ---------                     --------
               7,477,163                        $186,674       7,350,937                     $182,974
               =========                        ========       =========                     ========

Other Shares     426,217          $17.57        $  7,489         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,  as part of the  financing  for the GTE  Information
      Systems, LLC acquisition, the Company sold 426,217 shares of the Company's
      stock. 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 put right has been
      exercised:  (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

<PAGE>

      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 4.  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 nine months of 2000,  the Company  loaned the ESOT $0.3
      million  and  the  ESOT  paid  back to the  Company  $3.0  million  of the
      outstanding  loan  balance.  Unpaid  loan  balances  are  reflected  as  a
      reduction of stockholders' equity. There were no outstanding loan balances
      as of September 28, 2000 and $2.7 million  outstanding  as of December 30,
      1999. The unpaid loan balances  represented  101,052 unallocated shares at
      December 30, 1999.

Note 5.  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 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  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  warrants  and  options  outstanding,
      assuming the treasury stock method.

<TABLE>

<CAPTION>


                                                          Three Months Ended                 Nine Months Ended
                                                          ------------------                 -----------------
                                                    September 28,     September 30,   September 28,    September 30,
                                                         2000             1999             2000             1999
                                                         ----             ----             ----             ----
<S>                                                      <C>              <C>              <C>              <C>

Weighted average shares outstanding for basic EPS        10,503           9,859            10,464           10,047
 Effect of dilutive securities:
  Stock options                                             215             278               215              221
                                                         ------          ------            ------           ------
Weighted average shares outstanding for diluted EPS      10,718          10,137            10,679           10,268
                                                         ======          ======            ======           ======
</TABLE>


Note 7.  Recently Issued Accounting Pronouncements

      In June  2000,  the  FASB  issued  SFAS  No.  138,  which  amends  certain
      accounting  and  reporting  standards  of SFAS No.  133,  "Accounting  for
      Derivative  Instruments  and  Hedging  Activities."  SFAS 133  establishes
      accounting and reporting standards for derivative  instruments,  including
      certain  derivative  instruments  embedded  in  other  contracts,  and for
      hedging activities.  SFAS 138 is to be adopted concurrently with SFAS 133,
      which is effective for all fiscal quarters of fiscal years beginning after
      June 15, 2000.  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,  financial condition or cash
      flows.

<PAGE>


      In September  2000,  the FASB issued SFAS No. 140, which replaces SFAS No.
      125,  "Accounting  for  Transfers  and  Servicing of Financial  Assets and
      Extinguishments  of Liabilities"  and rescinds SFAS No. 127,  "Deferral of
      the Effective Date of Certain  Provisions of FASB Statement No. 125." SFAS
      140 revises SFAS 125's  standards for accounting for  securitizations  and
      other  transfers of financial  assets and collateral and requires  certain
      disclosures, but it carries over most of the SFAS 125's provisions without
      reconsideration.  SFAS 140 is effective  for  transfers  and  servicing of
      financial assets and extinguishments of liabilities  occurring after March
      31, 2001 and for  recognition and  reclassification  of collateral and for
      disclosures  relating to  securitization  transactions  and collateral for
      fiscal  years ending  after  December 15, 2000.  SFAS 140 is to be applied
      prospectively with certain exceptions.  SFAS 140 is not expected to have a
      material  impact on the  Company's  consolidated  results of operations or
      financial position.

Note 8.  Acquisition

      In September  2000, the Company  purchased for $2.5 million certain assets
      and  liabilities  of a company  which  develops  and  markets  proprietary
      decision-support  software and  provides  related  consulting  services to
      evaluate and profile  performance of providers engaged in healthcare.  The
      purchase price has been allocated to the assets  acquired and  liabilities
      assumed  based  on  preliminary  estimated  fair  value  at  the  date  of
      acquisition, under the purchase method of accounting.

Note 9.  Subsequent Event

      The Company received approximately $20.4 million in October 2000 on a sale
      and leaseback of various high end  communications  equipment for a DynCorp
      Information Systems LLC contract.  The lease term is for forty-four months
      and has been  classified as an operating lease in accordance with SFAS No.
      13, "Accounting for Leases."

Note 10.  Accrued and Other Liabilities

      At the end of the third quarter of 2000, the Company  added  approximately
      $55.6 million to contract loss and other reserves  as a result of finaliz-
      ing its  evaluation  of the estimated  future cash flows of  contracts and
      other assets acquired from  GTE  Information  Systems  LLC on December 10,
      1999.  This amount included $14.1 million in accrued  liabilities and  the
      remainder in other liabilities and  deferred  credits. The  additional re-
      serves were primarily related to lower levels of revenue volume on a fixed
      price contract with the federal government, which is expected to result in
      significant losses over the term of the contract. This  contract  ends  in
      2007. The  Company is currently  reviewing all of  its options, both legal
      and operational, in order to mitigate these losses. The recording of  this
      operating  loss  reserve  resulted in an increase in  goodwill and the de-
      ferred tax asset.

<PAGE>



Note 11.  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 provides a wide range of
      information  technology services and other professional services including
      network   and   communications    engineering,    government   operational
      outsourcing,  healthcare  information and technology services and security
      and intelligence  programs. DTS provides a myriad of specialized technical
      services  including  aviation  services,  range technical  services,  base
      operations,  and logistics  support  services.  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                       Nine Months Ended
                                                               ------------------                       -----------------
                                                       September 28,        September 30,       September 28,        September 30,
                                                           2000                 1999                2000                 1999
                                                           ----                 ----                ----                 ----
     <S>                                                <C>                  <C>                <C>                    <C>

     Revenues
     --------
        DTS                                             $ 235,363            $ 172,187          $   661,145            $ 487,593
        DI&ET                                             174,406              162,448              511,550              480,189
        DIS                                                57,904                    -              168,780                    -
                                                        ---------            ---------          -----------            ---------
                                                        $ 467,673            $ 334,635          $ 1,341,475            $ 967,782
                                                        =========            =========          ===========            =========
     Operating Profit (a)
     ----------------
        DTS                                             $  11,372            $   7,591          $    29,059            $  22,201
        DI&ET                                              10,134                8,587               28,983               26,984
        DIS                                                 4,935                    -               13,449                    -
                                                        ---------            ---------          -----------            ---------
                                                           26,441               16,178               71,491               49,185

     Corporate general and administrative                   7,828                4,291               22,484               15,381
     Interest income                                         (830)                (338)              (2,299)              (1,375)
     Interest expense                                      10,281                4,466               30,977               13,010
     Goodwill amortization                                  1,369                1,405                3,196                2,191
     Amortization of other intangibles of acquired
      companies                                             2,805                  365                8,068                1,115
     Minority interest included in operating profit          (625)                (590)              (1,839)              (1,899)
     Other miscellaneous                                     (191)                  47                 (606)               1,152
                                                        ---------            ---------          -----------            ---------
     Earnings before income taxes and minority interest $   5,804            $   6,532          $    11,510            $  19,610
                                                        =========            =========          ===========            =========

                                                        September 28,                            December 30,
                                                            2000                                    1999
                                                            ----                                    ----
     Identifiable Assets
     -------------------
          DTS                                           $ 190,744                               $   173,629
          DI&ET                                           185,088                                   205,798
          DIS                                             255,663                                   206,083
          Corporate                                        46,096                                    54,163
                                                        ---------                               -----------
                                                        $ 677,591                               $   639,673
                                                        =========                               ===========

<FN>

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

</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 and nine months ended  September 28, 2000 and
the comparable periods for 1999.

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

For the three and nine months ended September 28, 2000,  revenue increased 39.8%
and 38.6% to $467.7  million and  $1,341.5  million,  respectively,  compared to
$334.6 million and $967.8 million for the  comparable  periods in 1999.  DynCorp
Information  Systems LLC  ("DIS"),  which was acquired on December 10, 1999 from
GTE Corporation,  accounted for approximately 43.5% and 45.2%, respectively,  of
the revenue increases.  Operating profit, defined as the excess of revenues over
operating expenses and certain non-operating expenses, increased 63.4% and 45.4%
to $26.4 million and $71.5 million, respectively,  compared to $16.2 million and
$49.2  million  for  the   comparable   periods  in  1999.   DIS  accounted  for
approximately 48.1% and 60.3%, respectively, of the operating profit increases.

DynCorp  Technical  Services' ("DTS") revenues  year-over-year  showed continued
growth for the three and nine months ended  September  28, 2000.  Revenues  grew
36.7% and 35.6% to $235.4  million  and $661.1  million,  respectively,  for the
three and nine months of 2000 compared to $172.2  million and $487.6 million for
the  comparable  periods in 1999.  The increase in revenues in the third quarter
and  year-to-date  compared to the same periods in 1999 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,  increases on an international logistical
support  contract and  increases  in the level of effort on contracts  providing
repair and maintenance on military  aircraft.  DTS' revenues were also increased
by the phase in of a new contract in the military aircraft  maintenance and base
operations  area in the third quarter and the increased  tasking on a first year
contract with the US Army.  Also  contributing  to the increase in revenue was a
$15.8 million increase in year-to-date  purchases of reimbursable  materials for
the customer at Fort Rucker and  increased  services on certain base  operations
support contracts.

Management   expects  DTS  revenue  for  the  fourth   quarter  of  2000  to  be
approximately the same or slightly higher than the third quarter of 2000. Due to
the recent contract wins by DTS, noted below in backlog,  management expects DTS
revenue to continue to grow in 2001,  but at a slower rate than  experienced  in
2000.

Operating  profit for DTS  increased  49.8% and 30.9% to $11.4 million and $29.1
million,  respectively,  for the three and nine months ended September 28, 2000,
compared  to $7.6  million  and $22.2  million  for the  comparable  prior  year
periods.  The increase in operating profit for the third quarter and nine months
of 2000 compared to the comparable  periods in 1999 was due mostly to the growth
in  the  State  Department  contracts  providing  protective  services  and  the
increases in services  providing  repair and  maintenance on military  aircraft.

<PAGE>

Operating  profits for the nine-month  period did not grow as  significantly  as
revenues  due to the  lack of  profit  on  reimbursable  materials  for  certain
contracts and start-up costs for several new contracts.

DynCorp Information and Enterprise  Technology ("DI&ET") reported revenue growth
of 7.4% and 6.5% to $174.4  million and $511.6  million,  respectively,  for the
three and nine month periods ended September 28, 2000 compared to $162.4 million
and $480.2  million for the comparable  periods in 1999.  The revenue  increases
were primarily due to increases on a subcontract 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 began operations in
1999 and was fully  operational in 2000. Also  contributing to DI&ET's increased
revenues was growth in a joint venture for vaccine  technology  services for the
Department  of Defense,  which was just  starting up in the first nine months of
1999,  increased  tasking on several General Service  Administration  Indefinite
Delivery  Indefinite  Quantity  ("IDIQ")  contracts,   higher  volumes  on  data
abstraction and analysis  contracts in health information  technology  services,
and a contract  awarded in late 1999 with the  Department  of Housing  and Urban
Development  which  became  operational  in  2000.  Partially  offsetting  these
increases in revenue were the loss of a subcontract with the U.S. Postal Service
and a contract  with the  Immigration  and  Naturalization  Service.  Prior year
revenues on these two contracts totaled $55.3 million for the nine months.

The subcontract from the Department of Commerce Bureau of the Census will report
lower  revenues in the fourth  quarter of 2000 due to the expected  wind-down of
the  contract.  The  contract  will  end in the  first  quarter  of  2001.  This
subcontract  reported  revenues  of  $40.4  million  in the  nine  months  ended
September 28, 2000.  Management  expects that two new contracts awarded in 2000,
one with the  Department  of Defense  providing  end-to-end  personnel  security
investigation  services  and the other with the General  Service  Administration
providing  battlefield  simulation for the U.S. Army, will partially offset this
lost revenue in 2001.

For the three and nine months ended  September  28, 2000,  operating  profit for
DI&ET increased 18.0% and 7.4% to $10.1 million and $29.0 million, respectively,
compared  to $8.6  million  and $27.0  million  for the  comparable  prior  year
periods.  The increase in  operating  profit  resulted  from the  Department  of
Commerce  Bureau of the Census  contract and growth in a contract  with the U.S.
Postal  Service.  These two  contracts  provided  $4.7 million of the nine-month
increase in operating profit for DI&ET.  DI&ET  experienced  growth in operating
profits on its health and information  technology services contracts and several
General Service Administration IDIQ contracts. Also contributing to the increase
in operating profit were operating losses in 1999 on certain  contracts that did
not continue in 2000.  Offsetting this increase to operating profit was the loss
of the Immigration and  Naturalization  Service  contract in 1999 which had $3.8
million in operating profit in the nine months ended September 30, 1999.

For the three and nine months  ended  September  28,  2000,  DIS had revenues of
$57.9 million and $168.8 million and operating  profit of $4.9 million and $13.5
million,  respectively.  The Company's  reported  results for the three and nine
month periods ending September 30, 1999 do not include DIS results.

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

Cost of services  for the third  quarter and first nine months of 2000 was 94.3%
and  94.6%,  respectively,  of revenue  as  compared  to 95.1% and 94.8% for the
comparable  periods in 1999.  The decrease in the cost of service  percentage of
revenue in the first nine months of 2000 was  attributable  to the higher margin
DIS business  acquired in 1999,  partially  offset by growth in the lower margin
DTS  business.  DIS costs of  services were 91.7% and  92.2%,  respectively,  of
revenue  for the third  quarter  and  first  nine  months of 2000.  DTS costs of
service were 95.2% and 95.6%, respectively, of revenue for the third quarter and
first nine months of 2000. For the nine months ended September 28, 2000, cost of
services  increased by $351.3  million,  or 38.3% over the comparable  period in
1999. DIS cost of services comprised $155.6 million of the increase.

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

Corporate  general and  administrative  expense for the third  quarter and first
nine  months  of 2000 was $7.8  million  and  $22.5  million,  respectively,  as
compared to $4.3 million and $15.4 million for the  comparable  periods in 1999,
an increase of $3.5 million and $7.1 million,  respectively.  Corporate  general
and administrative expense as a percentage of revenue was 1.7% for the three and
nine months ended September 28, 2000 as compared to 1.3% and 1.6%, respectively,

<PAGE>

for the comparable  periods in 1999. The increased  expense relates primarily to
the  Company's  implementation  of 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.  Resystemization  costs totaled $5.1 million
for the nine month period ended  September  28, 2000 and  accounted for 22.8% of
total  corporate  general and  administrative  expenses for the same period.  In
addition,  in the third  quarter of 1999  corporate  general and  administrative
expense was lower due to a $2.0  million  reversal  of  reserves  related to the
favorable resolution of contract compliance issues.

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

Interest  expense  in the third  quarter  of 2000 was $10.3  million  or 2.2% of
revenues,  as compared to $4.5 million or 1.3% of revenues reported in the third
quarter of 1999. For the nine months ended September 28, 2000,  interest expense
was $31.0  million or 2.3% of revenues  as compared to $13.0  million or 1.3% of
revenues for the first nine months of 1999. The increase in interest expense was
attributable  to higher average debt levels  primarily as a result of borrowings
to fund the DIS  acquisition  in  December  1999  and  higher  weighted  average
interest  rates in the first  nine  months of 2000  compared  to the first  nine
months of 1999. The average levels of  indebtedness  were  approximately  $344.3
million and $186.2 million  during the nine months ended  September 28, 2000 and
September 30, 1999, respectively.

Amortization of Intangibles of Acquired Companies
-------------------------------------------------

Amortization  of  intangibles  of acquired  companies was $4.2 million and $11.3
million,  respectively,  for the three and nine months ended  September 28, 2000
compared to $1.8  million and $3.3 million for the  comparable  periods of 1999.
The increase in three and nine months  amortization  of  intangibles of acquired
companies  compared to the comparable  periods in 1999 resulted  mostly from the
amortization of intangible assets recorded in connection with the acquisition of
DIS in 1999.  Amortization  costs related to the DIS intangibles during the nine
months ended September 28, 2000 totaled $9.9 million.

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  slightly by $0.1  million to $2.2 million for the three months
ended  September 28, 2000 compared to $2.3 million in the  comparable  period in
1999.  For the nine months ended  September  28, 2000,  the provision for income
taxes decreased by $2.8 million to $4.1 million  compared to $6.9 million in the
comparable period in 1999. The decrease for the three and nine month periods was
due to higher  pretax  earnings  in the  comparable  periods in 1999,  partially
offset by a slightly lower effective tax rate in the same periods. The Company's
effective  tax rate  approximated  42.0%  for the three  and nine  months  ended
September 28, 2000 compared to 38.8% in the comparable periods 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 $5.8 billion at September  28, 2000 compared to $4.4
billion at December 30, 1999,  a net  increase of $1.4  billion.  The backlog at
September  28, 2000  consisted of $3.7 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. The net increase in
backlog is attributable primarily to two significant contracts awarded to DTS in
the  third  quarter  of 2000  in the  military  aircraft  maintenance  and  base
operations  area,  which totaled $1.3 billion.  Subsequent to the third quarter,
the  Company  was  awarded  a  significant  contract  to  provide  aircraft  and
helicopter  maintenance,  fuels management,  and other tasks for contingency and
emergency support  operations.  This contract has a ten-year  performance period
and is anticipated to increase the Company's backlog by $0.3 billion.

<PAGE>


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

Working capital, defined as current assets less current liabilities,  was $129.2
million at September 28, 2000 compared to $165.2 million at December 30, 1999, a
decrease of $36.0 million. The ratio of current assets to current liabilities at
September  28, 2000 and  December  30, 1999 was 1.5 and 1.7,  respectively.  The
decrease  was  primarily  the result of higher  portions  of the Senior  Secured
Credit  Agreement  Term A loans  becoming  current as of September  28, 2000 and
increases in the current  portion of the DIS reserves (see Note 10) in the third
quarter of 2000.

Cash provided by operations  was $25.6 million in the first nine months of 2000,
as compared to $15.6  million  cash  provided  by  operations  in the first nine
months of 1999, an increase of $9.9  million.  The increase  resulted  primarily
from  higher  customer  collections,  partially  offset by  payments on accounts
payable.

Investing  activities  used funds of $7.6  million  during the nine months ended
September 28, 2000. In March 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.  Offsetting
the cash  provided  from the sale of the office  building  was cash used for the
purchase of other  property and equipment of  approximately  $15.9  million.  In
September  2000,  the Company  purchased $2.5 million of certain net assets of a
company which  develops and markets  proprietary  decision-support  software and
provides  related  consulting  services to evaluate and profile  performance  of
providers engaged by healthcare payers. Also in September 2000, the Company sold
$2.3 million of certain net assets of a DTS aerospace  research and  development
unit. The purchase price in both of these transactions is subject to adjustment.
During the first nine months of 1999,  investing  activities used funds of $17.8
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.

In October 2000, the Company received approximately $20.4 million related to the
sale  and  leaseback  of  various  high-end  communications  equipment  on a DIS
contract.

Financing  activities  used funds of $9.8  million  during the nine months ended
September 28, 2000,  which consisted  primarily of the payoff of the mortgage on
the  Alexandria  office  building  that the Company sold in the first quarter of
2000.  The Company  also  reduced its  outstanding  borrowings  under the Senior
Secured Credit Agreement Term B loans maturing  December 9, 2006 by $7.9 million
and the Senior Secured Credit  Agreement  Revolving  Credit Facility by a net of
$7.0 million.  Offsetting these reductions in cash flows was the receipt of $2.7
million on loans to the ESOT and the  increase  of $5.0  million  related to the
pay-in kind  interest  on  Subordinated  Notes.  During the first nine months of
1999, financing  activities provided net funds of $9.6 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 ESOT,
to fund the Company's  purchase of common stock from ESOP participants and other
investors, and to finance working capital needs.

In the  third  quarter  of 2000,  management  finalized  the  evaluation  of the
estimated  future cash flows of  contracts  and other assets  acquired  from GTE
Information  Systems  LLC  on  December  10,  1999.  Due to  these  evaluations,
management  increased  certain  reserves by $55.6 million at September 28, 2000.
Management  also wrote off $11.8 million of assets and expenses during the third
quarter.  These changes resulted in increases to goodwill and deferred tax asset
of $43.8 million and $23.6 million,  respectively. An additional $0.4 million of
amortization  expense was  recognized  on this increase of goodwill in the third
quarter of 2000.

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

<PAGE>

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 represents the Company's computation of EBITDA (in thousands):
<TABLE>
<CAPTION>


                                                                   Three Months Ended                    Nine Months Ended
                                                                   ------------------                    -----------------
                                                             September 28,     September 30,     September 28,     September 30,
                                                                 2000              1999              2000              1999
                                                                 ----              ----              ----              ----
<S>                                                             <C>               <C>               <C>              <C>

Net earnings                                                    $  3,004          $  3,636          $  5,609         $ 10,839
   Depreciation and amortization                                   6,608             3,731            18,646            8,318
   Interest expense, net                                           9,451             4,128            28,678           11,635
   Income taxes                                                    2,175             2,306             4,062            6,872
   Amortization of deferred debt expense                            (283)             (201)             (986)            (567)
   Debt issue discount                                               (11)              (10)              (32)             (28)
                                                                --------          --------          --------         --------
EBITDA                                                          $ 20,944          $ 13,590          $ 55,977         $ 37,069
                                                                ========          ========          ========         ========
</TABLE>


EBITDA (as defined above) increased by $7.4 million,  or 54.1%, to $20.9 million
for the third quarter of 2000 as compared to the comparable  period in 1999. For
the first nine months of 2000, EBITDA grew by $18.9 million,  or 51.0%, to $56.0
million as compared to the first nine months of 1999. The increases in EBITDA in
the three and nine month periods in 2000, as compared to the similar  periods in
1999, are primarily attributable to higher operating profits as discussed above.
The above net earnings  amounts include DIS transition  expenses of $1.2 million
and $4.9 million,  respectively,  for the three and nine months ended  September
28,  2000.  These  expenses  relate to  administrative  and  accounting  support
provided  by the  former  parent  corporation  and  affiliates  of DIS, which is
expected to end by the first quarter of 2001.  Also  included in these  expenses
are costs related to transitioning these services to DynCorp. Management expects
future  administrative  and accounting support services to be significantly less
than the 2000 expenses.

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. 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  until
February  2002.  The  Company's 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.  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.

<PAGE>



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.







<PAGE>





                                   SIGNATURES
                                   ----------


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                     DYNCORP




Date: November 13, 2000                             /S/ P.C. FitzPatrick
                                                    ---------------------
                                                    P.C. FitzPatrick
                                                    Senior Vice President
                                                    and Chief Financial Officer



Date: November 13, 2000                             /S/ J.J. Fitzgerald
                                                    ---------------------
                                                    J.J. Fitzgerald
                                                    Vice President
                                                    and Corporate Controller